TVI Pacific Inc.

Annual Information Form

April 29, 2024

(Information provided in this AIF is as of December 31, 2023 unless otherwise stated)

TABLE OF CONTENTS:

ITEM 1: PRELIMINARY NOTES

3

Date of Information

3

Financial Information

3

Forward-looking Information

3

Currency Information

5

Glossary of Terms

6

ITEM 2: CORPORATE STRUCTURE

9

Name, Address and Incorporation

9

Intercorporate Relationships

10

ITEM 3: GENERAL DEVELOPMENT OF THE BUSINESS

11

Three Year History

11

ITEM 4: NARRATIVE DESCRIPTION OF THE BUSINESS

16

Summary

16

Risk Factors

17

Investment in TVI Resource Development (Phils.), Inc

22

Investment in Mindoro Resources Ltd

35

TG World Energy Corp

35

ITEM 5: DIVIDENDS AND DISTRIBUTIONS

36

ITEM 6: DESCRIPTION OF CAPITAL STRUCTURE

36

ITEM 7: MARKET FOR SECURITIES

36

Trading Price and Volume

36

ITEM 8: ESCROWED SECURITIES

37

ITEM 9: DIRECTORS AND OFFICERS

37

Name, Occupation and Security Holding

37

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

39

Conflicts of Interest

40

ITEM 10: PROMOTERS

41

ITEM 11: LEGAL PROCEEDINGS AND REGULATORY ACTIONS

41

ITEM 12: INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS……………………………….41

ITEM 13: TRANSFER AGENT AND REGISTRAR………………………………………………………………………………………….42

ITEM 14: MATERIAL TRANSACTIONS

42

ITEM 15: NAMES AND INTERESTS OF EXPERTS

42

ITEM 16: ADDITIONAL INFORMATION

42

Audit Committee Information

43

APPENDIX 1 - AUDIT COMMITTEE CHARTER

45

TVI Pacific Inc.

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Annual Information Form

ITEM 1: PRELIMINARY NOTES

Date of Information

Unless otherwise indicated, all information contained in this Annual Information Form ("AIF") of TVI Pacific Inc. ("TVI" or the "Company") is as of December 31, 2023.

Financial Information

The Company's consolidated financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IFRS Accounting Standards". The consolidated financial statements are presented in Canadian Dollars which is the functional and reporting currency of TVI. TVI's investment in Mindoro is reported as an Associate, for which the functional currency is the Canadian dollar. TVI's joint venture entity, TVIRD, has the Philippine Peso as its functional currency.

Forward-looking Information

Certain information set out herein constitutes forward-looking information. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "believe", "scheduled", "to be", "will be" and similar expressions.

Forward-looking statements are based upon the opinions and expectations of TVI as at the effective date of such statements and, in certain cases, information received from or disseminated by third parties. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions and that information received from or disseminated by third parties is reliable, TVI can give no assurance that those expectations will prove to have been correct.

Accordingly, readers should not place undue reliance upon the forward-looking statements contained in this MD&A and such forward-looking statements should not be interpreted or regarded as guarantees of future outcomes.

Forward-looking statements are subject to certain risks and uncertainties (known and unknown) that could cause actual outcomes to differ materially from those anticipated or implied and should not be read as guarantees of future performance or results. These factors include, but are not limited to, such things as: (i) general economic conditions in Canada, the United States, the Philippines and elsewhere; (ii) volatility of prices for precious metals, base metals, and oil and gas; (iii) commodity supply and demand; (iv) fluctuations in currency and interest rates; (v) inherent risks associated with the exploration and development of mining properties, including but not limited to geological characteristics, metallurgical characteristics of the mineralization, the availability of equipment and facilities necessary to complete development and the ability to develop adequate processing capacity; (vi) the cost of consumables and mining and processing equipment; (vii) unforeseen technological and engineering problems;

  1. inherent risks associated with the exploration of oil and gas properties; (ix) ultimate recoverability of reserves;
  1. production, timing, results and costs of exploration and development activities; (xi) political factors, political stability or civil unrest, including but not limited to acts of sabotage or terrorism; (xii) availability of financial resources or third-party financing; (xiii) changes in laws or regulations (domestic or foreign); (xiv) changes in administrative practices; (xv) changes in exploration plans or budgets; (xvi) the availability of skilled labour; (xvii) the failure of parties to contracts with the Company to perform as agreed, including its joint venture partners;
  1. the impact of the COVID-19 pandemic or similar public health crises; and (xix) extreme weather conditions and forces of nature (i.e. typhoons, heavy rains, earthquakes, and the like) that may disrupt operations and explorations.

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Forward-looking statements regarding: (1) TVIRD's Balabag operations and related optimization works including improvements to, but not limited to, throughput, recoveries and plant availability; (2) the results of completed and possible future exploration activities, are based upon, but are not limited to, TVIRD's past exploration, operations, construction and project development experience in the region and in such terrain, current and previous exploration activities, discussions with third parties, the availability of financing and TVIRD's overall plans, budget and strategy for Balabag (which are all subject to change).

The Company wishes to clarify that in making the decision to put Balabag into production, TVIRD, a Philippine corporation that the Company does not control, relied exclusively on technical and economic analysis prepared under Philippine regulations and did not rely on any feasibility study classifying mineral reserves prepared in accordance with NI 43-101. Historically such projects have a much higher risk of economic and technical failure.

Forward-looking statements regarding the restart of operations at TVIRD's Siana Gold Mine ("Siana") and its ability to reach commercial operation, as well as the ongoing development of mining operations, the anticipated underground mining and construction and date of commercial operation of a solar project are based upon, but are not limited to, TVIRD's past operational, construction and project development experience in the region and in such terrain, the condition of and ability to restore and/or replace equipment and infrastructure acquired with the acquisition of Siana, current and previous exploration activities, discussions with third parties, the availability of financing and TVIRD's overall plans, budget and strategy for Siana (which are all subject to change).

Forward-looking statements regarding Pan de Azucar ("PDA"), current drilling and the possible resumption of drilling, the results of such drilling and the possible lifting of the Cease-and-Desist Order ("CDO") issued by the Iloilo provincial government, are based upon, but are not limited to, TVIRD's past exploration, operations, construction and project development experience in the region and in such terrain, current and previous exploration activities, discussions with third parties, community-related programs, legislation of and relations with various levels of government, the availability of financing and TVIRD's overall plans, budget and strategy for PDA as may be considered and agreed between TVIRD and its joint venture partner (which are all subject to change).

Forward-looking statements regarding the Agata Limestone Project, possible future development and operations are based upon, but are not limited to, TVIRD's past exploration, operations, construction and project development experience in the region and in such terrain, ongoing discussions with and expression of interest by major international companies in the limestone deposit, the availability of financing and TVIRD's overall plans, budget and strategy for the Agata Limestone Project as may be considered and agreed between TVIRD and its joint venture partner (which are all subject to change).

Forward-looking statement related to possible nickel prospects and their acquisition by TVIRD/AMVI do not lend any certainty that such acquisition and subsequent exploration will occur and are based on, but are not limited to, TVIRD's past exploration, operations and project development experience in the region and in such terrain, current and previous exploration activities, discussions with third parties, the availability of financing and TVIRD's overall plans, budget and strategy for AMVI as may be considered and agreed between TVIRD/AMVI and its joint venture partner (which are all subject to change).

Forward-looking statements regarding the Mabilo project ("Mabilo") and the Nalesbitan project ("Nalesbitan) are based upon, but are not limited to, TVIRD's past operational, construction and project development experience in the region and in such terrain, current and previous exploration activities, discussions with third parties, the availability of financing and TVIRD's overall plans, budget and strategy for Mabilo as may be considered and agreed between TVIRD and its joint venture partner (which are all subject to change).

Forward-looking information respecting the anticipated timing of various critical events associated with the IPO for TVIRD is based upon various assumptions and factors, including the receipt by TVIRD of all regulatory approvals required to permit the IPO and the listing of the TVIRD shares on the PSE (such as approvals from the SEC and PSE); advice received from professional advisors to TVIRD with respect to legally mandated time frames for various

TVI Pacific Inc.

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applications and steps/events associated with the IPO; there being no material changes in the business, affairs, capital, prospects or assets of TVIRD prior to completion of the IPO and the listing of the TVIRD shares on the PSE; and satisfaction or waiver of all conditions for the benefit of the underwriter set out in the underwriting agreement between the underwriter and TVIRD.

Forward-looking statements are based upon the opinions and expectations of TVI as at the effective date of such statements and, in certain cases, information received from or disseminated by third parties. Although TVI believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions and that information received from or disseminated by third parties is reliable, it can give no assurance that those expectations will prove to have been correct. Forward-looking statements are subject to certain risks and uncertainties that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements.

The forward-looking statements of TVI contained in this AIF are expressly qualified, in their entirety, by this cautionary statement. Various risks to which TVI is exposed in the conduct of its business (including but not limited to mining and oil and gas activities) are described in detail in this AIF under the heading "Risks That Can Affect Our Business", any of which could cause actual results to differ materially from the projected forward-looking information. Subject to applicable securities laws, TVI does not undertake any obligation to publicly revise the forward-looking statements included in this AIF to reflect subsequent events or circumstances, except as required by law.

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Currency Information

All dollar amounts in this AIF are expressed in Canadian dollars ("$", "C$" or "CAD") unless otherwise indicated. The Company's accounts are maintained in Canadian dollars and the Company's financial statements are prepared in accordance with IFRS. All references to "U.S. dollars", "USD" or to "US$" are to United States dollars.

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TVI Pacific Inc.

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Glossary of Terms

The following is a glossary of certain terms used in this AIF.

"Ag" means silver;

"AIF" means Annual Information Form;

"AMVI" means Agata Mining Ventures Inc.;

"API" means Agata Processing Inc.;

"ASX" means Australian Stock Exchange;

"Au" means gold;

"AUD$" "AUD" or "A$" means Australian dollars;

"$", "C$" or "CAD" means Canadian dollars;

"Balabag" means the Balabag Gold and Silver Mine, a property owned 100% by TVIRD and located in Depore, Zamboanga del Sur, Philippines;

"Committee" means TVI Pacific's Audit Committee;

"Company" or "TVI" means TVI Pacific Inc., or its subsidiaries and affiliates as applicable;

"Cu" means copper;

"DENR" means the Philippines Department of Environment and Natural Resources;

"DFS" means definitive feasibility study;

"dmt" means dry metric tonne;

"DMPF" means Declaration of Mining Project Feasibility;

"DOE" means Department of Energy;

"DSO" means Direct Shipping Ore;

"ECC" means Environmental Compliance Certificate, under the laws of the Philippines;

"EDCO" means Exploration Drilling Corporation, a wholly-owned subsidiary of TVIRD;

"EMB" means Philippines Environmental Management Bureau, a unit of the DENR;

"FMRDP" means final mine rehabilitation and decommissioning plan;

"g" means gram;

"g/t" means grams per tonne;

"GRC" means Greenstone Resources Corporation, the owner and operator of the Siana Gold Mine and the Mapawa Project, and an entity wholly owned by TVI Resource Development Phils., Inc., a Philippines corporation in which TVI Pacific holds a 30.66% interest;

"IGES" means Integrated Green Energy Solutions Limited, a company previously listed on the ASX that, prior to its removal from the official list of the ASX on August 27, 2021, was engaged in the commercialization of technologies related to converting waste plastics to fuel in Australia and internationally. IGES was formerly known as FOY Group Limited and, prior to that, as Foyson Resources Limited.

"IPO" means Initial Public Offering;

"km" means kilometre;

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"L" or "l" means litre;

"LGU" means local government unit;

"Mabilo" means the Mabilo Project, a property located in Camarines Norte Province, Eastern Luzon, Philippines, in which TVIRD holds a 60% indirect interest through its 100% ownership of SageCapital Partners, Inc., which in turn holds a 60% equity interest in Mt. Labo Exploration and Development Corporation ("MLEDC"), a Philippines mining and minerals exploration development company and the owner and operator of Mabilo.

"MCTO" means management cease trade order under National Policy 12-203 - Management Cease Trade Orders;

"Mapawa" means the Mapawa Project, a property owned 100% by TVIRD through Greenstone Resources Corporation and located in Tubod, Surigao del Norte, approximately 20 kilometers from Siana.

"massive" means a mineral deposit characterized by a great concentration of ore in one place, as opposed to disseminated or vein deposits; also said of any rock that has a homogeneous texture or fabric over a wide area, with an absence of layering, foliation, cleavage, or any similar directional structure;

"m" means metre;

"MD&A" means Management Discussion & Analysis;

"MGB" means the Philippines Mines and Geosciences Bureau, a unit of the DENR;

"mi" means mile;

"Minimax" means Minimax Mineral Exploration Corporation;

"Mindoro" or "MRL" means Mindoro Resources Limited;

"MLEDC" means Mt. Labo Exploration and Development Corporation;

"MOA" means Memorandum of Agreement;

"MPSA" means Mineral Production Sharing Agreement: an agreement between the government of the Philippines and a company in which the government grants a company the right to conduct smaller scale mining operations within the contract area in exchange for a share of final mine production. This share is generally exercised as an excise tax;

"MRL" or "Mindoro" means Mindoro Resources Limited, a publicly listed company incorporated in Canada with shares listed on the NEX in Canada.

"MTPD" means metric tons per day;

"mm" means millimetre;

"NEX" means a separate board of TSX Venture Exchange that provides a trading forum for listed companies that have fallen below the listing standards of the TSX Venture Exchange. This is comprised of companies that have low levels of business activity or have ceased to carry on active business.

"Ni" means nickel;

"NI 43-101"means National Instrument 43-101- Standards of Disclosure for Mineral Projects;

"Nido" means Nido Petroleum Philippines Pty Ltd, a subsidiary of Nido Petroleum Limited, the Operator of SC 54A;

"OLSA" means Omnibus Loan and Surety Agreement;

"oz" means ounce;

"PAVI" means Prime Assets Ventures, Inc.

"PDA" means Pan de Azucar;

"PMIEA" means the Philippines Presidential Mineral Industry Environmental Awards;

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"PRHI" means Prime Resources Holdings Inc., a wholly-owned subsidiary of Prime Assets Ventures, Inc. ("PAVI");

"PSE" means Philippines Stock Exchange;

"Regent" means Regent Parkway 3202 Management Inc., a company controlled by the TVI Pacific President & CEO, and Chairman of the Board of the Company, Clifford M. James;

"RTG" means RTG Mining Inc. (TSX: RTG, ASX: RTG);

"Sacgasco" means Sacgasco Limited (ASX: SGC), an Australian-based energy company;

"SC 54A" means Service Contract 54A, TVI's offshore Philippine oil property;

"Seajay" means Seajay Management Enterprises Ltd., a Company controlled by the TVI Pacific President & CEO, and Chairman of the Board of the Company, Clifford M. James;

"SEC" means Securities and Exchange Commission in the Philippines;

"Siana" means the Siana Gold Mine, a property owned 100% by TVIRD through Greenstone Resources Corporation and located in Tubod, Surigao del Norte, Philippines;

"sulphide" means a mineral characterized by the linkage of sulphur with a metal or semi-metal: at Canatuan, this underlying portion of the deposit was previously being mined for copper and zinc;

"TSF" means tailings storage facility;

"TSX" means the Toronto Stock Exchange;

"TSX-V" means the TSX Venture Exchange;

"TG World" means TG World Energy Corp., an international petroleum exploration and development company currently holding a 12.5% equity interest in Service Contract ("SC") 54A in the Philippines.

"TVI" or "Company" means TVI Pacific Inc., or its subsidiaries and affiliates as applicable;

"TVI Marketing" means TVI's subsidiary, TVI International Marketing, Ltd.

"TVI Minerals" means TVI Minerals Processing, Inc., a Philippine incorporated subsidiary of TVI Marketing.

"TVIRD" means TVI Resource Development Phils, Inc., a corporation formed under the laws of the Philippines. TVI owns 30.66% of the shares of TVIRD through its subsidiary TVI International Marketing Ltd.

"US$" means United States dollars; and

"wmt" means wet metric tonne.

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ITEM 2: CORPORATE STRUCTURE

Name, Address and Incorporation

TVI was incorporated under the Alberta Business Corporations Act on January 12, 1987, as Travel Ventures Inc. On October 20, 1992, TVI changed its name to TVI Copper Inc. and on July 11, 1994, the name became TVI Pacific Inc. The head, principal and registered office of TVI is located at Suite 600, 505 - 2nd Street S.W., Calgary, Alberta, Canada, T2P 1N8.

TVI Pacific Inc.

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Intercorporate Relationships

The chart set out below illustrates the corporate structure of the Company and its material subsidiaries, their respective jurisdictions of incorporation, the percentage of voting securities held and their respective interests in various mineral projects and mining properties as at December 31, 2023.

TVI Pacific Inc.

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TVI Pacific Inc. published this content on 29 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2024 10:43:15 UTC.