Management's Discussion and Analysis
For the six months ended June 30, 2024, and 2023
MANAGEMENT'S DISCUSSION AND ANALYSIS | ||
FOR THE SIX MONTHS ENDED | ||
June 30, 2024, AND 2023 | ||
TABLE OF CONTENTS | ||
I. | Preface | 3 |
II. | Notice to Readers | 4 |
III. | Company Overview | 7 |
IV. | Investment in TVI Resource Development Phils., Inc | 13 |
V. | Investment in Mindoro | 32 |
VI. | Petroleum and Natural Gas Properties | 33 |
VII. | Financial Performance | 34 |
VIII. | Risk Factors | 40 |
IX. | Non-GAAP Financial Performance Measures | 42 |
X. | Critical Accounting Estimates and Judgements | 44 |
XI. | Off Balance Sheet Arrangements | 45 |
XII. | Transactions With Related Parties | 46 |
XIII. | Contingencies and Contractual Obligations | 47 |
XIV. | Controls and Procedures | 48 |
XV. | Subsequent Events | 49 |
XVI. | Contact Details | 50 |
TVI Pacific Inc.
Page 2 of 50
June 30, 2024
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE SIX MONTHS ENDED
June 30, 2024, AND 2023
- Preface
This Management Discussion and Analysis ("MD&A") of the financial condition and results of operations of TVI Pacific Inc. ("TVI" or "the Company") should be read in conjunction with the unaudited interim consolidated financial statements and related notes for the six months ended June 30, 2024 and 2023, in addition to the audited consolidated financial statements for the years ended December 31, 2023 and 2022, prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). This MD&A contains forward-looking statements that are subject to risks and uncertainties as discussed under "Forward-lookingStatements".
This MD&A also includes the disclosure of certain non-GAAP financial performance measures, including free cash flow used in operations, free cash outflow and free cash outflow per share. Refer to "Non -GAAP Financial Performance Measures" for further information, including a reconciliation to the comparable IFRS measures. As these non-GAAP financial performance measures do not have standardized meanings under IFRS, they may not be directly comparable to similarly titled measures used by others. Non -GAAP financial performance measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
All figures in this MD&A are expressed in Canadian dollars unless otherwise indicated. Additional information is available on TVI's website at www.tvipacific.comor under the Company's profile on SEDAR's website at www.sedarplus.ca. Information in this MD&A is as of August 1, 2024 ("effective date").
TVI Pacific Inc.
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June 30, 2024
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE SIX MONTHS ENDED
June 30, 2024, AND 2023
- Notice to Readers
Pursuant to National Instrument 51-102, Part 4, subsection 4.3(3)(a) issued by the Canadian Securities Administrators, if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited consolidated interim financial statements of TVI Pacific Inc. for the interim six months reporting period ended June 30, 2024, have been prepared in accordance with IAS 34, Interim Financial Reporting, as issued by the IASB, and are the responsibility of the Company's management.
The Company's independent auditors, PricewaterhouseCoopers LLP, have not performed a review of these consolidated interim financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada ("CPA Canada") for a review of interim financial statements by an entity's auditor.
Forward-looking Statements
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;
- 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; (viii) inherent risks associated with the exploration of oil and gas properties; (ix) ultimate recoverability of reserves; (x) 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; (xviii) 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.
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
TVI Pacific Inc.
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June 30, 2024
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE SIX MONTHS ENDED
June 30, 2024, AND 2023
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 sustainable 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 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.
TVI Pacific Inc.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE SIX MONTHS ENDED
June 30, 2024, AND 2023
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 MD&A are expressly qualified, in their entirety, by this cautionary statement. Various risks to which TVI and its affiliates are exposed in the conduct of their business (including but not limited to mining) are described in detail in this MD&A under the heading "Risk Factors", any of which could cause actual results to differ materially from the projected forward-looking information, and in TVI's Annual Information Form for the year ended December 31, 2023, which was filed on SEDAR on April 29, 2024, and is available on www.sedarplus.ca. Subject to applicable securities laws, TVI does not undertake any obligation to publicly revise the forward-looking statements included in this MD&A to reflect subsequent events or circumstances, except as required by law.
Qualified Persons
Michael Bue, Bsc. Eng, M. Eng, P.Eng, has acted as the Qualified Person in compliance with National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") reporting requirements by virtue of his membership in the Professional Engineers of Ontario and Canadian Institute of Mining and Metallurgy. He has approved any scientific and technical information that may be contained in this document and has confirmed compliance with NI 43-101 requirements.
Additional information on the Company, including the Company's Annual Information Form, is also available on SEDAR at www.sedarplus.caand on the Company's website at www.tvipacific.com.
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TVI Pacific Inc.
Page 6 of 50
June 30, 2024
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE SIX MONTHS ENDED
June 30, 2024, AND 2023
- Company Overview
TVI is a publicly traded Canadian resource company focused on the evaluation and acquisition of interests in resource projects in the Asia Pacific region.
TVI management's track record of success has included:
Mine | Product | Year | Number of | Product Shipped |
Shipments | ||||
1 | Canatuan | Gold- | 2004- | 107 |
Silver | 2008 | |||
Copper- | 2009- | 39 Cu | ||
2 | Canatuan | concentrate / 7 Zn | ||
Zinc | 2014 | |||
concentrate | ||||
3 | Agata | Nickel / | 2014- | 382 |
Iron | 2023 | |||
105,200 ounces of gold / 1.8 million ounces of silver
199,778 dry metric tonnes of copper concentrate / 30,548 dry metric tonnes of zinc concentrate
20.78 million wet metric tonnes of nickel laterite
Canatuan Mine
As the first foreign invested mine to commence operations in the Philippines following the enactment of the Philippine Mining Act of 1995, Canatuan set a precedent for revitalizing the nation's large -scale mining industry. Managed by TVIRD, a wholly owned subsidiary of TVI until 2014, Canatuan was pivotal in establishing TVI's reputation as a responsible mining operator. The site comprised the first two mines- gold/silver and copper/zinc-operated by TVIRD.
Divestment and Continued Investments
In December 2013, TVI divested its full control of TVIRD but retained a 30.66% stake, continuing to share joint control through a joint venture. This strategic shift allowed TVIRD to further expand, notably commencing operations at the Agata nickel/iron mine through Agata Mining Ventures Inc. (AMVI) in October 2014. By the end of its operations in August 2023, AMVI had shipped a total of 20.78 million wet metric tonnes of nickel laterite. Rehabilitation under the Final Mine Rehabilitation and Decommissioning Plan (FMRDP) began in October 2023. AMVI, a joint venture consisting of TVIRD (60%), Mindoro Resources Ltd. (15%), and Minimax Mineral Exploration Corporation (25%), also manages the Agata Limestone Project, which has attracted significant international interest.
Balabag Gold-Silver Mine
TVIRD marked a significant milestone with the commencement of gold doré shipments from the Balabag Mine on September 30, 2021. By June 30, 2024, TVIRD had completed 105 shipments, totaling 64,725 kg of doré containing 94,333 ounces of gold and 1,919,851 ounces of silver, which equates to 116,569 gold equivalent ounces. Located about 75 kilometers east-northeast of the Canatuan mine, Balabag has
TVI Pacific Inc.
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June 30, 2024
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE SIX MONTHS ENDED
June 30, 2024, AND 2023
achieved a plant throughput averaging 2,284 tonnes per day in June 2024, with a year-to-date average of 2,112 tonnes per day, establishing it as the fourth mine operated by TVIRD.
Siana Gold Project
Milling operations at the Siana Gold Mine, owned and operated by Greenstone Resources Corporation (GRC), resumed on March 18, 2024, following a temporary shutdown that began in August 2023 for further rehabilitative works during the soft-commissioning phase. By June 30, 2024, the mill had processed a total of 201,939 tonnes of feed, averaging a throughput of 2,040 tonnes per day over the 99 days of operation. As the mill operations stabilize, we anticipate improvements in recovery rates and continued incre ases in throughput as Siana progresses toward commercial production.
On May 11, 2024, an unexpected failure occurred in the embankment of Tailings Storage Facility 3 (TSF3). In response, GRC, a wholly owned subsidiary of TVIRD which also manages the Mapawa Gold Project, voluntarily halted mining activities to conduct a thorough investigation and ensure the safety of nearby communities. No injuries or damage to mining infrastructure or equipment were reported, including the active TSF (TSF6) or the mine itself. Milling operations have continued utilizing the existing run-of-mine stockpile. As of this MD&A writing, mining operations restarted.
Historically, TSF3 was scarcely used by GRC before its acquisition by TVIRD in November 2021. Operations resumed in December 2022, primarily using the newly constructed TSF6, designed and completed in the fourth quarter of 2023 by a recognized engineering firm. This modern facility has significantly bolstered TVIRD environmental and operational safety measures.
Located on the southern Philippine Island of Mindanao, the Siana and Mapawa projects were previously operated by Greenstone Resources Corporation (GRC) as the Philippine affiliate of Red 5 Limited (ASX: RED), a Perth-based gold company listed on the Australian Securities Exchange. Following TVIRD's acquisition, significant developments have been documented based on recent studies.
According to a feasibility study and ore reserve report by Mining One Consultants, dated June 11, 2023, the resource estimates for the Siana project include:
- Open Pit Resources:
- Indicated: 1.6 million tonnes at 2.9 grams per tonne gold and 4.85 grams per tonne silver.
- Inferred: 0.2 million tonnes at 1.92 grams per tonne gold and 1.96 grams per tonne silver.
- Underground Resources:
- Indicated: 3.9 million tonnes at 4.52 grams per tonne gold and 6.39 grams per tonne silver.
- Inferred: 0.6 million tonnes at 7.97 grams per tonne gold and 6.8 grams per tonne silver.
These estimates reflect the potential for continued development and production, underlining TVIRD's commitment to advancing these projects within their portfolio.
TVI is not currently classifying the Siana site as a mineral resource under the National Instrument 43 -101
- Standards of Disclosure for Mineral Projects because a qualified person has not yet completed sufficient work to update the historical estimates to current standards. Once Siana transitions to commercial production, it will become the fifth active mining operation under TVIRD's management.
TVI Pacific Inc.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE SIX MONTHS ENDED
June 30, 2024, AND 2023
Mabilo Project
TVIRD acquired a 60% indirect interest in the Mabilo Project by purchasing all outstanding shares of Sage Capital Partners, Inc. (Sage Capital) on January 31, 2022. Sage Capital, a holding company governed by Philippine law, owns 60% of Mt. Labo Exploration and Development Corporation (MLEDC). MLEDC operates out of Camarines Norte, Philippines, and is the proprietor and manager of the Mabilo mine. This site is noted for its near-surface deposit, which is well-suited for a direct shipping ore (DSO) operation using open-pit mining methods.
The deposit at Mabilo is classified as a copper-gold-iron skarn, offering a multi-metal production potential, including copper, gold, silver, and valuable by-products such as magnetite (Fe3O4) and pyrite (FeS2). According to a NI 43-101 Technical Report by Lycopodium Minerals Pty Ltd, filed with RTG Mining Inc.'s SEDAR profile on May 2, 2016, Mabilo is estimated to hold probable mineral reserves of 7.8 million tonnes, containing 2.0% copper, 2.0 g/t gold, 8.8 g/t silver, and 45.5% iron.
Currently, Mabilo remains under a Care and Maintenance Program to ensure all regulatory and environmental standards are met. The process of acquiring land for potential DSO mining is underway, with three prospective causeway locations under evaluation to optimize access routes. Detailed costing for critical infrastructure, including haulage roads, a diversion canal for water management, a relocation area, and office facilities, is in advanced stages of planning.
Pan de Azucar
In October 2023, drilling rigs were deployed at the Pan de Azucar (PDA) site, initiating a 60 -day resource drilling program. This program aimed to validate and expand upon previous findings of pyrite mineralization, which also includes traces of copper, zinc, gold, and silver. The plan included 31 new exploration drillholes totaling 3,040 meters and the redrilling of 3 existing drillholes adding another 240 meters for metallurgical analysis, bringing the total planned drilling to 3,280 meters.
As of the latest MD&A report, 1,548 meters have been drilled, comprising 14 new drillholes and the redrilling of 2. However, drilling activities were halted prematurely after 3 drillholes due to a Cease-and-Desist Order (CDO) issued by the Iloilo provincial government on March 4, 2024 due to allegation of arsenic contamination. As a result, all drilling and field operations are currently suspended, and the exploration team has shifted focus to logging the drill cores. About half of the core samples have been shipped to Siana and Balabag for Au, Ag, Cu, Zn, Fe and S analysis. Results are still pending.
On the allegations of the CDO, the DENR - Environmental Management Bureau (EMB) has collected water samples from 10 strategic locations and the conclusion was that there was no contamination as defined by the DENR standards. Based on the EMB findings, TVIRD has written to the issuing provincial government to lift the CDO.
TVIRD holds an option to acquire a 60% interest in the PDA Mining Joint Venture by fulfilling specific spending commitments on exploration. Currently, the joint venture is composed of Minimax holding 59%, Mindoro (via MRL Nickel Philippines, Inc.) with 40%, and TVIRD with a 1% interest.
TVI does not operate or control any of the mines or projects of TVIRD.
TVI Pacific Inc.
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June 30, 2024
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE SIX MONTHS ENDED
June 30, 2024, AND 2023
Awards and Recognition
As the former 100% owner of TVIRD, TVI instilled a strong commitment to responsible mining, laying the foundation for TVIRD's exceptional environmental and safety standards. This commitment has led to TVIRD receiving numerous awards over the years for its outstanding performance in these areas. Below is a detailed record of the past and current awards received:
TVIRD | Record of Awards | |||||||||||
Award | 2010 | 2011 | 2012 | 2013 | 2015* | 2016* | 2017* | 2018* | 2019* | 2021* | 2022 | 2023 |
Presidential Mineral Industry Environment Awards ("PMIEA"): | ||||||||||||
PMIEA | Agata | Agata | Agata | Balabag | Balabag | |||||||
Platinum | Canatuan | Canatuan | Agata | |||||||||
Titanium | Canatuan | Canatuan | Agata | Agata | ||||||||
Safest Mining Operation / | Surface Operation | |||||||||||
Winner | Canatuan Canatuan | Balabag | ||||||||||
Platinum | Siana | |||||||||||
Balabag | ||||||||||||
Safest Mineral Processing (Concentrator Category) | ||||||||||||
Winner | Canatuan Canatuan Canatuan Canatuan | |||||||||||
Best Mining Forest Award | ||||||||||||
2nd Runner Up | Canatuan | Balabag | Balabag | |||||||||
3rd Runner Up | Canatuan | Canatuan |
Notes:
- TVIRD received awards up through 2013 as operator of the Canatuan Mine and commencing 2015 through 2021 has received awards as operator of the Agata Mining Ventures Inc. DSO operations since start-up of operations in October 2014. The Presidential Industry Environmental Award ("PMIEA") is the highest award given by the PMIEA Selection Committee ("PMIEA-SC"). Mining companies which fall short of the PMIEA requirements but exhibited excellent performance in environment, safety, health, and social development are awarded with the PMIEA-SC Achievement Awards, namely the Platinum and Titanium awards.
- TVIRD did not participate in the 2020 awards program.
TVI's Investment Portfolio and Financial Strategy as of December 31, 2023
TVI boasts a diverse investment portfolio that includes a 30.66% stake in TVIRD and its other Philippine subsidiaries, which are managed through TVI Marketing, a 14.4% equity interest in Mindoro, and a full ownership of TG World Energy Corp. (TG World).
While TVI's financial stability benefits from dividends from its joint venture in TVIRD, these are not sufficient to cover all operational needs. As a result, TVI does not have a controlling interest, and the dividends, though significant, fall short of supporting the company's comprehensive operational demands. Therefore, management is proactively seeking additional financing options to support ongoing operations and to invest in new resource projects across the Asia Pacific region that promise rapid development and potential for increased revenue and cash flows. It is, however, important to remain aware that the outcomes of these financial strategies are not guaranteed.
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TVI Pacific Inc.
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June 30, 2024
