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TIVAN LIMITED Capital/Financing Update 2012

Jan 18, 2012

65967_rns_2012-01-18_29b1a425-015f-444c-8211-aeb7a97cc53b.pdf

Capital/Financing Update

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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 Ordinary Shares be issued 2 Number of[+] securities issued or 59,808,643 to be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities Ordinary Shares (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)

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally in Yes 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 5 Issue price or consideration $0.11 per share 6 Purpose of the issue Share Placement to Aosu Investment and (If issued as consideration for the Development Co. Pty. Ltd. in partial acquisition of assets, clearly completion of the transaction approved by identify those assets) shareholders at the general meeting held 21 December 2011.

7 Dates of entering +securities 18 January 2012 into uncertificated holdings or despatch of certificates

Number +Class 8 Number and +class of all 344,611,705 Ordinary shares +securities quoted on ASX ( including the securities in clause 2 if applicable)

  • See chapter 19 for defined terms.

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Number +Class 9 Number and +class of all 21,100,000 Options – exercise +securities not quoted on ASX price $0.15 expiry 15 ( including the securities in December 2012 clause 2 if applicable) 1,800,00 unlisted options Exercise price $0.32 expired unexercised 31 December 2011 500,00 unlisted options Exercise price $0152 expired unexercised 31 August 2011.

10 Dividend policy (in the case of a No Policy trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 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

  • See chapter 19 for defined terms.

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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)
  • See chapter 19 for defined terms.

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30 How do[+] security holders sell their entitlements in full through a broker?

31 How do[+] security holders sell N/A part of their entitlements through a broker and accept for the balance?

32 How do +security holders N/A dispose of their entitlements (except by sale through a broker)? 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

  • See chapter 19 for defined terms.

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5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

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

  • See chapter 19 for defined terms.

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42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

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: Date: 18 January 2012 Company Secretary

  • See chapter 19 for defined terms.

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Print name: Simon Robertson

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

18 January 2012

NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT 2001 (CTH)

Issuer: TNG Limited
ABN: 12 000 817 023

TNG Limited ("Issuer") notifies ASX (as the operator of the prescribed financial market on which the securities identified below are or are to be quoted) under section 708A(5)(e) of the Corporations Act that:

  1. the securities identified below were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

  2. as at the date of this notice the Issuer has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Issuer and with section 674 of the Corporations Act; and

  3. as at the date of this notice there is no information which is “excluded information” for the purposes of sections 708A(7) and (8) of the Corporations Act.

DETAILS OF THE ISSUE OR OFFER OF SECURITIES
Class of Securities: OrdinaryShares
ASX Code of the Securities: TNG
Date of the issue of securities: 18 January2012
Total number of securities issued: 59,808,643

Signed for and on behalf of the Issuer:

==> picture [137 x 44] intentionally omitted <==

Simon Robertson

Company Secretary

  • See chapter 19 for defined terms.

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