TVI Pacific Inc. announced that it has entered into a binding term sheet for non-brokered private placement with new investor Prime Resources Holdings, Inc. to issue 53,600,000 Common Shares at a price of CAD 0.025 per share representing an aggregate price of CAD 1,340,000 on May 29, 2023. Completion of the transactions contemplated by the proposed transactions will be subject to the satisfaction or waiver of various conditions, including committee or board approval, as applicable, of both TVI and PRH, receipt of all necessary regulatory and third party approvals including the TSX Venture Exchange ("TSXV"), and if applicable, shareholder approval, the negotiation, execution and delivery of definitive transaction documentation and the completion of due diligence investigations. If the Private Placement is completed, Common Shares owned by PRHI would represent, in aggregate, approximately 12% 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.