Subsequent to the execution and delivery of the Arrangement Agreement, TVI entered into a subscription agreement with TG (the "TVI Subscription Agreement"), which provides for TVI to purchase 29,650,000 common shares of TG, at an aggregate subscription price of $1,482,500, representing a per share sale price of $0.05. The TVI Subscription Agreement also provides for the purchase by TVI of a $1,317,500 principal amount convertible promissory note of TG (the "Note"). The TVI Subscription Agreement contemplates that the principal amount of the Note (and accrued interest) may be converted into TG common shares, at a conversion price of $0.05 per share, in certain circumstances, including: (i) the TG Board of Directors having resolved to accept an acquisition proposal from a third party that constitutes a "superior proposal" for purposes of the Arrangement Agreement; (ii) if, after conversion, the number of TG common shares held by TVI would be less than 19.5% of the total number of issued and outstanding TG common shares; (iii) if the conversion is approved by the TG shareholders; (iv) if the TG common shares are delisted from the TSX Venture Exchange; (v) if the TSX Venture Exchange provides its consent to conversion; or (vi) at any time following December 31, 2015. After giving effect to the purchase of TG common shares pursuant to the TVI Subscription Agreement, TVI will own approximately 19.5% of the total number of issued and outstanding TG common shares (not including TG common shares that may be issued upon the conversion of indebtedness owing under the Note or the 12 million TG common shares proposed to be issued to LIM Asia Special Situations Master Fund Limited in connection with the private placement transactions described below).
The TVI Subscription Agreement provides that the net proceeds from the sale of TG common shares and the Note will be used by TG to pay amounts owing, or that may become owing, in respect of the oil and gas assets of certain TG subsidiaries in the Philippines and Alaska and (to the extent of any balance) for other corporate purposes.
TVI intends to vote the 29,650,000 TG common shares referred to above in favour of the Arrangement at the special meeting of the TG shareholders, optionholders and warrantholders that is to be called and held to consider and vote upon the Arrangement (the "Meeting").
In addition, TG has entered into a subscription agreement with LIM Asia Special Situations Master Fund Limited (the "LIM Subscription Agreement"), under which LIM has agreed to purchase 12 million TG common shares, at an aggregate subscription price of $600,000, representing a per share sale price of $0.05.
The private placement transactions contemplated by the TVI Subscription Agreement and the LIM Subscription Agreement are expected to close promptly following receipt of all required regulatory approvals.
TG Board Recommendation
Negotiations concerning the Transaction were conducted on behalf of TVI by a special independent committee of the TVI Board of Directors consisting of Messrs. C. Brian Cramm and Jan Horejsi and on behalf of TG by a special independent committee of the TG Board of Directors consisting of Messrs. Wayne Thomson, Gordon Hoy, David Moscovitz and Michael Ames.
The TG Board of Directors, on the unanimous recommendation of its independent special committee, has determined that the Transaction is in the best interests of TG and the TG shareholders and has resolved to recommend that TG shareholders vote in favour of the Arrangement. Management and the directors of TG and certain other shareholders, who beneficially own or exercise control or direction over approximately 4.01% of the issued and outstanding TG common shares, and options entitling them to purchase up to an aggregate of approximately 3,950,000 TG common shares, have entered into support agreements with TVI under which such persons have agreed to vote their TG common shares in favour of the Arrangement. Two additional shareholders of the Corporation, who currently own (in the aggregate) approximately 31.39% of the outstanding TG common shares have advised TVI of their support for the Transaction and have indicated that they plan to vote their TG common shares, and any TG common share purchase warrants held by them, in favour of the Arrangement at the Meeting.
The Arrangement Agreement prohibits TG from soliciting or initiating any discussions concerning the sale of material assets or any other business combination involving TG and provides TVI with the right to match any competing proposal that TG receives from a third party. Under the terms of the Arrangement Agreement, TVI is entitled to receive a $500,000 termination fee from TG in certain circumstances. Additional details relating to the Arrangement Agreement will be included in the information circular to be delivered to TG shareholders, optionholders and warrantholders in connection with the Meeting. Copies of the Arrangement Agreement and certain other documents will be filed with the applicable Canadian securities regulatory authorities and will be available at www.sedar.com
TG'S Financial Advisor And Fairness Opinion
Jennings Capital Inc. acted as financial advisor to TG and has provided a verbal opinion to the TG Board of Directors that, as of December 21, 2010 and subject to the assumptions and limitations contained therein, the Transaction is fair, from a financial point of view, to TG shareholders. MacLeod Dixon LLP acted as legal counsel to the Special Committee of the TG Board of Directors and Borden Ladner Gervais LLP acted as legal counsel to the Special Committee of the TVI Board of Directors.