TVI Pacific Inc. Announces Shares-for-Debt Transaction

FOR IMMEDIATE RELEASE

TVI PACIFIC INC. ANNOUNCES SHARES-FOR-DEBT TRANSACTION

CALGARY, ALBERTA – July 17, 2026 – TVI Pacific Inc. (“TVI” or the "Corpora�on") announces that it has entered into a shares-for-debt agreement (the "Shares-for-Debt Agreement") with one of its shareholders, Prime Resources Holdings Inc. ("PRHI"), a corpora�on organized under the laws of the Philippines, pursuant to which TVI has agreed, subject to the sa�sfac�on of all applicable condi�ons, to se�le an aggregate of C$1,392,242.44 of indebtedness owing to PRHI through the issuance of 27,844,848 common shares of the Corpora�on (the "Se�lement Shares") at a deemed issue price of C$0.05 per Se�lement Share (the "Shares-for-Debt Transac�on").

The indebtedness to be se�led pursuant to the Shares-for-Debt Transac�on consists of C$1,181,348.41 in principal advanced by PRHI to the Corpora�on, together with accrued interest thereon of C$210,894.03, calculated up to and including June 30, 2026, pursuant to unsecured promissory notes (the "Promissory Notes") issued by the Corpora�on to PRHI pursuant to the funding commitment agreement between the Corpora�on and PRHI dated May 27, 2024.

Background

The Shares-for-Debt Transac�on is intended to strengthen TVI's balance sheet by elimina�ng indebtedness through the issuance of equity while preserving cash resources. Under the Shares-for-Debt Agreement, the indebtedness outstanding as of June 30, 2026 will be sa�sfied through the issuance of the Se�lement Shares. Interest accruing on the outstanding principal amount of the Promissory Notes from July 1, 2026 up to, but excluding, the closing date of the Shares-for-Debt Transac�on (the "Closing Date") will not be converted into equity and will instead be paid by the Corpora�on in cash at Closing (as defined below).

Upon closing of the Shares-for-Debt Transac�on and payment of such post-June 30, 2026 accrued interest (the “Closing”), all amounts owing by the Corpora�on under the Promissory Notes will be fully sa�sfied and discharged, the Corpora�on will have no further obliga�ons in respect thereof, and the Promissory Notes will be cancelled and discharged.

Principal Terms of the Shares-for-Debt Transac�on

Pursuant to the Shares-for-Debt Agreement:

• the Corpora�on will issue 27,844,848 Se�lement Shares to PRHI;
• the Se�lement Shares will be issued at a deemed price of C$0.05 per Se�lement Share;
• the Se�lement Shares will be issued in full sa�sfac�on of indebtedness outstanding as of June 30, 2026 in the aggregate amount of C$1,392,242.44, comprising:
  • C$1,181,348.41 in principal; and
  • C$210,894.03 in accrued interest calculated up to and including June 30, 2026;
• interest accruing from July 1, 2026 up to, but excluding, the Closing Date will be paid by the Corpora�on in cash at Closing and will not be sa�sfied through the issuance of Se�lement Shares; and
• upon Closing, the issuance of the Se�lement Shares, together with the cash payment of such post- June 30, 2026 accrued interest, will cons�tute full sa�sfac�on and discharge of all obliga�ons of the Corpora�on under the Promissory Notes, which will thereupon be cancelled and discharged.

Control Person and Related Party Disclosure

PRHI beneficially owns or exercises control or direc�on over approximately 19.90% of the Corpora�on's issued and outstanding common shares. At Closing, PRHI is expected to beneficially own or exercise control or direc�on over approximately 22.85% of TVI's issued and outstanding common shares and, accordingly, will become a Control Person of the Corpora�on under applicable Canadian securi�es laws.

As PRHI is a “related party” of the Corpora�on, the Shares-for-Debt Transac�on and ma�ers rela�ng thereto are considered to be “related party transac�ons” within the meaning of Mul�lateral Instrument 61-101 - Protec�on of Minority Security Holders in Special Transac�ons (“MI 61-101”) requiring the Corpora�on, in the absence of exemp�ons, to obtain a formal valua�on and minority shareholder approval of the related party transac�ons.

Subject to the TSX Venture Exchange's (“TSXV”) poten�al applica�on of its discre�on under sec�on 3.1 of Policy 5.9, and pursuant to Sec�ons 5.5(a), 5.5(b) and 5.7(1)(a) of MI 61-101, the Corpora�on intends to rely on exemp�ons from the formal valua�on and minority shareholder requirements, respec�vely, as, in addi�on to no securi�es of the Corpora�on being listed or quoted on certain specified exchanges, the fair market value of the Se�lement Shares to be issued to, and the considera�on paid by, PRHI, is not more than 25% of the Corpora�on's market capitaliza�on.

Comple�on of the Shares-for-Debt Transac�on is subject to the acceptance of the TSXV, the approval of disinterested shareholders at TVI's upcoming annual general and special mee�ng of the Corpora�on’s shareholders to be held on August 18, 2026 (“AGSM”) in connec�on with the crea�on of a new Control Person, and the sa�sfac�on or waiver of the other customary closing condi�ons contained in the Sharesfor-Debt Agreement.

Statutory Hold Period

The Se�lement Shares to be issued pursuant to the Shares-for-Debt Transac�on will be subject to a statutory hold period under applicable Canadian securi�es laws expiring four months and one day from the date of issuance.

Closing Condi�ons

Closing of the Shares-for-Debt Transac�on is subject to the sa�sfac�on or waiver of the condi�ons set out in the Shares-for-Debt Agreement, including, without limita�on, acceptance of the TSXV, approval of disinterested shareholders at the Corpora�on's AGSM in connec�on with the crea�on of a new Control Person, and the receipt of all other required corporate and regulatory approvals.

There can be no assurance that the Shares-for-Debt Transac�on will be completed on the terms described herein or at all.

About TVI Pacific Inc.

TVI Pacific Inc. is a Canadian resource company focused on the acquisi�on and development of resource projects in the Asia-Pacific region. Through its investment in TVI Resource Development (Phils.), Inc., the Corpora�on has interests in producing and development-stage mining projects in the Philippines.

Forward-Looking Informa�on

This news release contains forward-looking informa�on and forward-looking statements (collec�vely, "forward-looking statements") within the meaning of applicable Canadian securi�es legisla�on. Forward- looking statements in this news release include, without limita�on, statements regarding the an�cipated comple�on of the Shares-for-Debt Transac�on; the issuance of the Se�lement Shares; the payment in cash of interest accruing a�er June 30, 2026; the an�cipated cancella�on and discharge of the Promissory Notes; the an�cipated strengthening of the Corpora�on's balance sheet; PRHI becoming a Control Person of the Corpora�on; and the receipt of TSXV acceptance, disinterested shareholder approval at the AGSM, and other required approvals.

Forward-looking statements are based on management's current expecta�ons, assump�ons and beliefs and are subject to a number of known and unknown risks, uncertain�es and other factors that may cause actual results or events to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertain�es include, without limita�on, the risk that the condi�ons to closing of the Shares-for-Debt Transac�on are not sa�sfied, including receipt of TSXV acceptance and any required shareholder or regulatory approvals, as well as other risks and uncertain�es applicable to the Corpora�on and its business.

Readers are cau�oned not to place undue reliance on forward-looking statements. Except as required by applicable securi�es laws, the Corpora�on undertakes no obliga�on to update or revise any forward- looking statements, whether as a result of new informa�on, future events or otherwise.

For further informa�on, please contact:

TVI Pacific Inc.

Lolot D. Manigsaca Chief Financial Officer Tel: +63 2 7728 8491 Email: [email protected]