TVI Pacific Inc.

Headnote

Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- exemption granted from the requirement in s. 3.1 of NI 52-107 that financial statements be prepared in accordance with Canadian GAAP for so long as the Filer prepares its financial statements in accordance with IFRS-IASB.

Applicable Legislative Provisions

National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency, s. 3.1.

Citation: TVI Pacific Inc., Re, 2011 ABASC 33

January 19, 2011

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

TVI PACIFIC INC.

(the Filer)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Makers) have received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting the Filer from the requirement in section 3.1 of National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency (NI 52-107) that financial statements be prepared in accordance with Canadian GAAP (the Exemption Sought), in order that the Filer may prepare its financial statements for periods commencing on or after January 1, 2010 in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IFRS-IASB).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Alberta Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Saskatchewan, Manitoba and Québec; and

(c) this decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions or MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer.

1. The Filer is a corporation incorporated under the Business Corporations Act (Alberta).

2. The Filer's registered and head office is located in Calgary, Alberta.

3. The Filer is a mining company with operations in the Philippines, the common shares of which (the TVI Shares) are currently listed on the Toronto Stock Exchange (TSX).

4. The Filer is a reporting issuer or its equivalent in Alberta, British Columbia, Saskatchewan, Manitoba, Ontario and Québec and is not in default of any requirements under the securities legislation in any of those jurisdictions.

5. The Filer is currently planning to pursue the dual listing of the TVI Shares on the TSX as well as the Hong Kong Stock Exchange (HKSE).

6. The Filer is required to prepare financial statements for the fiscal years ended December 31, 2008, 2009 and 2010 in accordance with IFRS-IASB in support of its HKSE listing application and following the listing of the TVI Shares on the HKSE will be required to prepare all of its future financial statements in accordance with IFRS-IASB.

7. The Canadian Accounting Standards Board has confirmed that publicly accountable enterprises will be required to prepare their financial statements in accordance with IFRS-IASB for financial statements relating to fiscal years beginning on or after January 1, 2011.

8. NI 52-107 sets out acceptable accounting principles for financial reporting under the Legislation by domestic issuers, foreign issuers, registrants and other market participants. Under NI 52-107, a domestic issuer must use Canadian GAAP with the exception that an SEC registrant may use US GAAP. Under NI 52-107, only foreign issuers may use IFRS-IASB.

9. In CSA Staff Notice 52-321 Early Adoption of International Financial Reporting Standards, Use of US GAAP and Reference to IFRS-IASB, staff of the Canadian Securities Administrators recognized that some issuers may wish to prepare their financial statements in accordance with IFRS-IASB for periods beginning prior to January 1, 2011 and indicated that staff were prepared to recommend exemptive relief on a case by case basis to permit a domestic issuer to do so despite section 3.1 of NI 52-107.

10. The Filer's listing application documents contain the Filer's "first IFRS financial statements" under IFRS 1 First Time Adoption of International Financial Reporting Standards (IFRS 1); these statements contain an explicit and unreserved statement of compliance with IFRS-IASB.

11. Subject to obtaining the Exemption Sought, the Filer intends to adopt IFRS-IASB for its financial statements for periods beginning on and after January 1, 2010, with a date of transition to IFRSs of January 1, 2008. The Filer intends to file its first IFRS-IASB annual financial statements for the year ended December 31, 2010 together with comparative information for the periods ended December 31, 2008 and December 31, 2009.

12. The Filer believes the early adoption of IFRS-IASB will avoid potential confusion for the users of the Filer's financial statements as all 2010 annual financial statements reporting on the business of the Filer will have been completed using the same accounting standards and avoid the public availability of multiple sets of the same financial statements using different reporting standards.

13. The Filer has implemented a comprehensive IFRS-IASB conversion plan as part of its listing process for the HKSE.

14. The Filer has considered the implications of adopting IFRS-IASB for financial periods beginning on or after January 1, 2010 on its obligations under securities legislation including, but not limited to, those relating to CEO and CFO certifications, business acquisition reports, offering documents, and previously released material forward looking information, and has concluded that if the Exemption Sought is granted the Filer will continue to be able to fulfill these obligations.

15. The Filer has disclosed relevant information about its conversion to IFRS-IASB as contemplated by CSA Staff Notice 52-320 Disclosure of Expected Changes in Accounting Policies Relating to Changeover to International Financial Reporting Standards in its management's discussion and analysis for the period ended September 30, 2010 (Q3 MD&A), including:

(a) the key elements and timing of its changeover plan;

(b) accounting policy and implementation decisions the Filer has made or will have to make;

(c) the exemptions available under IFRS 1 that the Filer expects to apply in preparing financial statements in accordance with IFRS-IASB;

(d) major differences the Filer has identified between its current accounting policies and those it expects to apply under IFRS-IASB; and

(e) the impact of the changeover on the key line items presented in the Filer's interim financial statements for the period ended September 30, 2010.

16. The Filer will update the information set out in its Q3 MD&A in its 2010 annual management's discussion and analysis including, to the extent known, quantitative information regarding the impact of adopting IFRS-IASB on key line items in the Filer's annual financial statements for the year ending December 31, 2010.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted, provided that:

(a) the Filer prepares its annual financial statements for financial years beginning on or after January 1, 2010 in accordance with IFRS-IASB;

(b) the Filer restates and re-files interim financial statements for interim periods beginning on or after January 1, 2010 in accordance with IFRS-IASB at the time of filing its first IFRS-IASB financial statements together with the related restated interim management's discussion and analysis as well as the certificates required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings;

(c) the Filer provides the communications set out in paragraph 16;

(d) the Filer's first annual IFRS-IASB financial statements and first IFRS-IASB interim financial statements include an opening IFRS statement of financial position as at the date of transition to IFRS, January 1, 208, that is presented with equal prominence to other statements that comprise those financial statements;

(e) in the Filer's first annual IFRS-IASB financial statements, the opening IFRS statement of financial position as at the date of transition to IFRS is audited;

(f) if the Filer presents the components of profit or loss in a separate income statement, the separate income statement is displayed immediately before the statement of comprehensive income;

(g) the Filer's annual IFRS-IASB financial statements disclose an explicit and unreserved statement of compliance with IFRS; and

(h) the Filer's IFRS-IASB interim financial statements disclose compliance with International Accounting Standard 34 Interim Financial Reporting.