Mr. Patrick Hanna reports

TVI PACIFIC ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF COMMON SHARES FOR AGGREGATE PROCEEDS OF CDN $1,340,000

TVI Pacific Inc. has entered into a binding term sheet, dated May 29, 2023, which sets out certain terms of the proposed transaction involving Prime Resources Holdings Inc., directly or indirectly through one or more of its subsidiaries or affiliates (collectively, PRHI). The proposed transactions contemplated by the term sheet consists of a private placement to PRHI of common shares in the capital of the company.

Proposed private placement

Through the proposed private placement, PRHI will subscribe for and purchase up to 53.6 million common shares at a price of 2.5 cents per share representing an aggregate price of $1.34-million (or approximately $1-million (U.S.)). If the private placement is completed, common shares owned by PRHI would represent, in aggregate, approximately 12 per cent of common shares currently outstanding, assuming there is no further issuance of shares from the treasury of the company prior to the closing of the private placement. The net proceeds from the private placement will be used by TVI for general corporate purposes.

Conditions and due diligence

Completion of the transactions contemplated by the proposed transactions will be subject to the satisfaction or waiver of various conditions, including: (1) committee or board approval, as applicable, of both TVI and PRHI; (2) receipt of all necessary regulatory and third party approvals including the TSX Venture Exchange, and if applicable, shareholder approval; (3) the negotiation, execution and delivery of definitive transaction documentation; and (4) the completion of due diligence investigations. TVI and PRHI may consider other transaction structures if they are determined to be more efficient from a tax, legal, regulatory or financial perspective.

As a consequence of its level of ownership of common shares, PRHI, after the closing of the private placement, will be considered as a related party of the company pursuant to applicable Canadian securities laws, including Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions of the Canadian Securities Regulators, as well as an insider of the company for the purposes of the rules and regulations of the TSX-V.

"We are pleased that our current shareholder and partner in TVI Resource Development Phils. Inc. (TVIRD) has taken steps to invest further in TVI Pacific," said Cliff James, chairman and chief executive officer of TVI and chairman of TVIRD. "Their greater involvement in TVI will undoubtedly strengthen our joint focus on the success of operations owned and operated by TVIRD and contribute also to the realization of strategic objectives set by the management and board of TVI."

About TVI Pacific Inc.

TVI Pacific is a Canadian resource company focused on mining projects in the Philippines, one of the most prolifically mineralized countries in the world. TVI currently holds a 30.66-per-cent equity interest in TVI Resource Development Phils Inc. (TVIRD), a Philippines corporation. Through TVIRD, TVI has ownership in a currently producing gold mine and is focused on bringing onstream the Siana gold mine, at which equipment has been rehabilitated and commissioning of the plant has commenced, in line with TVIRD's plan to restart operations.

We seek Safe Harbor.