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TGE TG World Energy Corp

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Share Name Share Symbol Market Type
TG World Energy Corp TSXV:TGE TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

TVI Pacific Inc. and TG World Energy Corp. Negotiate Revisions to Terms of Proposed Arrangement

17/01/2011 2:01pm

Marketwired Canada


TVI Pacific Inc. ("TVI Pacific") (TSX:TVI) (OTCQX:TVIPF) and TG World Energy
Corp. ("TG World") (TSX VENTURE:TGE) announced today that they have reached an
agreement in principle to revise certain terms of the arrangement agreement
entered into between them on December 23, 2010. Among other things, TVI Pacific
and TG World have negotiated a change to the exchange ratio associated with the
proposed arrangement. Under the revised terms, TG World shareholders would
receive 0.458 of a common share of TVI for each TG World common share held as of
the effective date of the arrangement. The revised terms are subject to formal
approval by the board of directors of TVI Pacific Inc.


The revision to the exchange ratio was negotiated in light of recent
developments affecting the Philippines oil and gas assets of TG World and, in
particular, the decision of the operator of the Philippines concession to
abandon the Tindalo well and to release the drilling rig that the joint venture
participants were planning to use to complete the next well contemplated by the
plan of development.


Negotiations concerning the amended terms of the proposed arrangement were
conducted on behalf of TVI by an independent special committee of the TVI Board
of Directors consisting of Messrs. C. Brian Cramm and Jan Horejsi and on behalf
of TG World by an independent special committee of the TG World Board of
Directors consisting of Messrs. Wayne Thomson, Gordon Hoy, David Moscovitz and
Michael Ames.


About TVI Pacific Inc. (TSX:TVI) (OTCQX:TVIPF)

TVI Pacific Inc. is a publicly-traded copper producer focused on the production,
development, exploration and acquisition of precious and base metal mining
deposits in the Philippines. The Company's interest in the Canatuan Mine and its
other Philippine assets are held through its affiliate, TVI Resource Development
(Phils.), Inc.


About TG World Energy Corp. (TSX VENTURE:TGE)

TG World is a Calgary-based, junior international oil and gas company with
exploration, development and production operations in the Philippines, Alaska
and Niger.


TG World (BVI) Corp. (a wholly-owned subsidiary of TG World) is partnered with
operator Nido Petroleum Ltd., Kairiki Energy Ltd. and Trafigura Ventures III BV
in a joint venture for Service Contract 54A in the North West Palawan Basin of
the Philippines.


TG World Energy Inc. (a wholly-owned subsidiary of TG World) is partnered with
operator Brooks Range Petroleum Corp., Alaska Venture Capital Group, Brooks
Range Development Corp. and Ramshorn Investments Inc. in a joint venture that is
pursuing oil and gas opportunities on the Central North Slope of Alaska.


TG World Petroleum Ltd. (a wholly-owned subsidiary of TG World) is partnered
with operator CNPCIT, a unit of the China National Petroleum Company, in the
Tenere Block oil and gas concession in the Republic of Niger, Africa.


READER ADVISORY - FORWARD-LOOKING STATEMENTS

This news release contains certain forward-looking information (referred to
herein as "forward-looking statements") within the meaning of applicable
Canadian securities laws. Forward-looking statements are often, but not always,
identified by the use of words such as "anticipate", "plan", "intend",
"estimate", "expect", "may", "will", "should", or similar words suggesting
future activities, circumstances or outcomes. In particular, this news release
contains forward-looking statements relating to: (1) TVI Pacific's proposed
acquisition of TG World; and (2) share exchange ratios associated with the
proposed arrangement between TVI Pacific and TG World.


Forward-looking statements are based upon the opinions and expectations of
management of TVI as at the effective date of such statements and, in some
cases, information supplied 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 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. These
factors include, but are not limited to, such things as completion risks in
respect of the proposed arrangement, changes in general economic conditions in
Canada, the United States and elsewhere, changes in operating conditions
(including as a result of weather patterns), the volatility of prices for oil,
gas, base metals, precious metals and other commodities, commodity supply and
demand, fluctuations in currency and interest rates, inherent risks associated
with the exploration, development and production of oil and gas (including
mechanical and environmental problems), inherent risks associated with the
exploration, development and production of base and precious minerals (including
mechanical and environmental problems), timing, results and costs of exploration
and development activities, availability of financial resources or third-party
financing, availability of equipment, materials, services and personnel,
defaults by counterparties, reliance upon operators in the case of non-operated
properties and projects, and new laws and regulations (domestic and foreign).
Accordingly, readers should not place undue reliance upon the forward-looking
statements contained in this news release and such forward-looking statements
should not be interpreted or regarded as guarantees of future outcomes.


Forward-looking statements concerning the proposed acquisition of TG World by
TVI Pacific are based upon the terms of the December 23, 2010 arrangement
agreement entered into between TG World and TVI Pacific, and the agreement in
principle referred to above and that all necessary shareholder, court and
regulatory approvals required in connection with the proposed arrangement are
obtained on terms satisfactory to TVI Pacific and TG World. Forward-looking
statements concerning share exchange ratios associated with the proposed
arrangement are based upon the terms of the December 23, 2010 arrangement
agreement entered into between TG World and TVI Pacific, and the agreement in
principle referred to above.


The forward-looking statements contained in this news release are made as of the
date hereof and TVI Pacific does not undertake any obligation to update publicly
or to revise any of the included forward-looking statements, except as required
by applicable Canadian securities laws. The forward-looking statements contained
herein are expressly qualified by this cautionary statement.


The Toronto Stock Exchange has neither approved nor disapproved of the
information contained herein.


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