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TIVAN LIMITED — Capital/Financing Update 2008
Jul 3, 2008
65967_rns_2008-07-03_c45bd6a7-52a2-493c-8c7e-2d2b73d66085.pdf
Capital/Financing Update
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4 July 2008
ASX ANNOUNCEMENT
NON-RENOUNCEABLE PRO-RATA RIGHTS ISSUE
As announced to the ASX on 11 June 2008, TNG Limited wishes to make a non-renounceable pro-rata offer of shares to eligible shareholders on the basis of 1 share for every 4 shares held at the record date each at an issue price of $0.06 to raise up to $2,890,250 (before costs) (" Offer ").
The Offer is being underwritten by Kirke Securities Limited.
Further details of the Offer will be included in a letter to be sent to shareholders on 8 July 2008.
Enclosed is an Appendix 3B and notice under section 708AA of the Corporations Act relating to the proposed Offer.
Yours faithfully
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JOHN W BARR DIRECTOR
192981_2
Appendix 3B New issue announcement
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement, application for quotation of additional securities and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
Name of entity
TNG Limited
ABN
12 000 817 023
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
| 1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) |
Ordinary shares |
|---|---|
| Up to 48,170,828 Ordinary Shares (subject to the impact of rounding and assuming no options exercised prior to the record date) |
|
| Fully paid ordinary shares |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1
Appendix 3B New issue announcement
-
4 Do the[+] securities rank equally in all Yes respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
-
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
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5 Issue price or consideration $0.06 per ordinary share 6 Purpose of the issue To raise funds for exploration of mining (If issued as consideration for the tenements, provide working capital for the acquisition of assets, clearly identify wholly owned Enigma Mining Ltd, working those assets) capital for TNG and costs associated with Davis Samuel.
-
7 Dates of entering[+] securities into Anticipated 15 August 2008 uncertificated holdings or despatch of certificates Number +Class
-
8 Number and +class of all 240,854,143 Ordinary shares +securities quoted on ASX ( including the securities in clause 2 if applicable)
-
See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 2
Appendix 3B New issue announcement
| 9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
Number | +Class |
|---|---|---|
| 1,500,000 3,600,000 11,500,000 2,500,000 200,000 |
Options-Exercise Price $0.32, expiring 31 December 2011 Options-Exercise Price $0.32, expiring 31 December 2011 Options-Exercise Price $0.49, expiring 31 March 2010 Options-Exercise Price $0.49, expiring 31 March 2010 Options-Exercise Price $0.75, expiring 1 November 2009 |
|
| No Policy |
Part 2 - Bonus issue or pro rata issue
| 11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions |
No |
|---|---|
| Non-renounceable | |
| 1 share for every 4 shares held at record date | |
| Ordinary shares | |
| To be confirmed in Rights Issue Offer Document when lodged. Anticipated to be 15 July 2008 |
|
| n/a | |
| Entitlements rounded down. |
- See chapter 19 for defined terms.
Appendix 3B Page 3
1/1/2003
Appendix 3B New issue announcement
| 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a |
|
|---|---|
| To be confirmed in Rights Issue Offer Document when lodged. Anticipated12 August 2008 |
|
| Kirke Securities Limited | |
| $57,805 | |
| N/A | |
N/A |
|
| N/A | |
| N/A | |
| Anticipated 18 July 2008 | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
- See chapter 19 for defined terms.
Appendix 3B Page 4
1/1/2003
Appendix 3B New issue announcement
broker?
31 How do[+] security holders sell part N/A of their entitlements through a broker and accept for the balance?
- 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?
N/A
- 33 +Despatch date
N/A
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
34 Type of securities ( tick one )
(a)[Securities described in Part 1 ]
(b)[All other securities ]
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or documents
- 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders
36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over
- 37 A copy of any trust deed for the additional[+] securities
- See chapter 19 for defined terms.
Appendix 3B Page 5
1/1/2003
Appendix 3B New issue announcement
Entities that have ticked box 34(b)
-
38 Number of securities for which +quotation is sought
-
39 Class of +securities for which quotation is sought
-
40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
-
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)
-
Number +Class
-
42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)
-
See chapter 19 for defined terms.
Appendix 3B Page 6
1/1/2003
Appendix 3B New issue announcement
Quotation agreement
-
1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
-
2 We warrant the following to ASX.
-
The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
-
There is no reason why those[+] securities should not be granted[+] quotation.
-
An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
-
Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.
-
If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.
-
3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
-
4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here:
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....... Date: ..4 July 2008
Company secretary
Print name: John W Barr
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- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 7
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Issuer: TNG Limited ABN: 12 000 817 023
ASX ANNOUNCEMENT
NOTICE UNDER SECTION 708AA OF THE CORPORATIONS ACT 2001
On approximately 18 July 2008 TNG Limited (“Company”) is proposing to dispatch to eligible shareholders the offer document in respect of the non-renounceable pro-rata rights issue offer of up to 48.2m fully paid ordinary shares each at an issue price of $0.06 to raise $2,890,250 on the basis of 1 share for every 4 shares held on the record date being 15 July 2008 ("Offer"). The Offer will result in a maximum dilution of voting interests of approximately 20% for those shareholders who do not take up their entitlements under the Offer.
The Company is one of several parties that have expressed an interest in acquiring an iron ore project in Western Australia. The Company is unable to determine if it will be the successful party that agrees terms for the acquisition with the vendor.
The Company hereby gives notice under section 708AA(2)(f) of the Corporations Act 2001 (Cth) (“Act”) that:
-
a) the Company will offer the shares under the Offer without disclosure under Part 6D.2 of the Act;
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b) at the date of this notice, the Company has complied with: i) the provisions of Chapter 2M of the Act as they apply to the Company; and; ii)section 674 of the Act;
-
c) at the date of this notice there is no information to be disclosed which is excluded information (as defined in section 708AA(8) of the Act) that is reasonable for investors and their professional investors to expect to find in a disclosure document;
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d) there is no material potential effect arising from the issue of the shares under the Offer.; and
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e) there are no material consequences of the effect in item (d) above.
Yours faithfully
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JOHN W BARR DIRECTOR 4 JULY 2008