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TIVAN LIMITED Capital/Financing Update 2014

Mar 5, 2014

65967_rns_2014-03-05_dc1b75b2-c903-4970-b0c7-27d5e1f7bd16.pdf

Capital/Financing Update

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ADDITIONAL PLACEMENT COMPLETED

ASX

5 February

ASX CODE:

REGISTERED TNG Level 1, 282 Rokeby Subiaco, Western Australia

TNG Limited (ASX: TNG) is pleased to advise that the Offer announced on 25 February 2014 has now closed, raising a total of $738,225 (before costs).

The Company issued 13,438,333 Shares and 6,719,167 Options on 27 February 2014 under the Offer and has today issued a further 2,966,665 Shares and 1,483,324 Options.

T +61 8 9327 F +61 8 9327

W E

ABN 12 000 817

Jianrong Paul Stuart Rex Wang

COMPANY Simon

Mount Peake: Black Range Iron Manbarrum: East Rover: McArthur: Mount Hardy Sandover Walabanba Fe-V-Ti-Cu-Au

Enquiries:

Paul Burton

Managing Director + 61 (0) 8 9327 0900

CONTACT

Paul Burton | +61 8 9327 Nicholas Read | +61 419 929 Simon Robertson | +61 8 9327

Nicholas Read Read Corporate + 61 (0) 8 9388 1474

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Forward-Looking Statements

This announcement has been prepared by TNG Ltd. This announcement is in summary form and does not purport to be all inclusive or complete. Recipients should conduct their own investigations and perform their own analysis in order to satisfy themselves as to the accuracy and completeness of the information, statements and opinions contained.

This is for information purposes only. Neither this nor the information contained in it constitutes an offer, invitation, solicitation or recommendation in relation to the purchase or sale of TNG Ltd shares in any jurisdiction.

This does not constitute investment advice and has been prepared without taking into account the recipient's investment objectives, financial circumstances or particular needs and the opinions and recommendations in this presentation are not intended to represent recommendations of particular investments to particular persons. Recipients should seek professional advice when deciding if an investment is appropriate. All securities transactions involve risks, which include (among others) the risk of adverse or unanticipated market, financial or political developments.

To the fullest extent permitted by law, TNG Ltd, its officers, employees, agents and advisers do not make any representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of any information, statements, opinions, estimates, forecasts or other representations contained in this announcement. No responsibility for any errors or omissions from this arising out of negligence or otherwise is accepted.

This may include forward looking statements. Forward looking statements are only predictions and are subject to risks, uncertainties and assumptions which are outside the control of TNG Ltd. Actual values, results or events may be materially different to those expressed or implied.

About TNG:

TNG Ltd is a junior exploration company with a focus on exploration and development of projects in the Northern Territory of Australia.

The company is currently developing its 100% owned world class Mount Peake Vanadium –Titanium – Iron project in the which is currently in the Definitive Feasibility Stage, with anticipated production in 2015. In addition it is also actively exploring its copper projects including its 100% owned Mt Hardy project which is emerging as a potential major Copper/Gold and polymetalic project.

The company has joint ventures on its other projects with Rio Tinto, Norilsk, and Western Desert Resources and strategic investment from AoZhong Ltd., a 100% owned subsidiary of China’s ECE Ltd.

For more information please see the company’s website at www.tngltd.com.au

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Appendix 3B New issue announcement

ule 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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

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 1) Ordinary Shares be issued 2) Listed Options 2 Number of[+] securities issued or 1) 2,966,665 to be issued (if known) or 2) 1,483,324 maximum number which may be issued 3 Principal terms of the 1) Fully Paid Ordinary Shares +securities (e.g. if options, 2) Listed Options exercisable at $0.08 exercise price and expiry date; if partly paid +securities, the expiring 31 July 2015. amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

Appendix 3B New issue announcement

4
Do the+securities rank equally
in all respects from the+issue
date 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
6
Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
6a
Is the entity an+eligible entity
that
has
obtained
security
holder approval under rule 7.1A?
If Yes, complete sections 6b – 6h
in relation to the+securities the
subject of this Appendix 3B, and
comply with section 6i
6b
The date the security holder
resolution under rule 7.1A was
passed
6c
Number of+securities issued
without security holder approval
under rule 7.1
1) Yes
2) Yes
1) $0.045
2) Nil.
To progress the on-going Definitive Feasibility
Study on the Mount Peake Iron-Vanadium-
Titanium Project, progress other exploration
projects and general operational and capital
expenditure.
Yes
27/11/2013
2,966,665Ordinary Shares
1,483,324Listed Options
  • See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

6d
Number of+securities issued
with security holder approval
under rule 7.1A
6e
Number of+securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)
6f
Number of+securities issued
under an exception in rule 7.2
6g
If+securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
+issue date and both values.
Include the source of the VWAP
calculation.
6h
If+securities were issued under
rule
7.1A
for
non-cash
consideration, state date on
which
valuation
of
consideration was released to
ASX Market Announcements
6i
Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
7
+Issue dates
Note: The issue date may be prescribed by
ASX (refer to the definition of issue date in
rule 19.12). For example, the issue date for a
pro rata entitlement issue must comply with
the applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the
+securities in
section 2 if applicable)
Nil Nil
Nil
Nil

N/A
N/A
See Annexure 1 attached.
6/3/2014
Number +Class
553,454,203
47,091,343
Ordinary Shares
Options exercisable
at $0.08 expiring on
31 July 2015
  • See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all 3,000,000 Options – exercise +securities not quoted on ASX price $0.235, expiry ( including the +securities in 26 November 2015 section 2 if applicable) 4,000,000 Options – exercise price $0.057, expiry 26 November 2016 10 Dividend policy (in the case of a No Policy trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval Part 2 not applicable. 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 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

  • See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

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 offer documents 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 broker?
31 How do security holders sell_part_
of their entitlements through a
broker
and
accept
for
the
  • See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

Appendix 3B New issue announcement

balance?

  • 32 How do security holders dispose of their entitlements (except by sale through a broker)?

  • 33 +Issue date

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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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

Entities that have ticked box 34(b)

  • See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

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[+] issue date 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)

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.

  • See chapter 19 for defined terms.

Appendix 3B Page 7

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Appendix 3B New issue announcement

  • 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 is not available now, we 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.

6 March 2014 Sign here: ............................................................ Date: ......................... (Company secretary)

Print name: Simon Robertson

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1 Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insertnumber of fully paid+ordinary
securities on issue 12 months before the
+issue date or date of agreement to issue
426,636,517
Addthe following:
• Number of fully paid+ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid+ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid+ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
14/8/2013 25,955,494 (Exception 15)
27/11/2013 3,850,000 (Exception 9)
15/5/2013 20,784,911( ratification 27/11/2013)
22/10/2013 6,563,082( ratification 27/11/2013)
27/11/2013 8,000,000(Approved 27/11/2013)
27/2/2014 13,438,333(Approved 27/11/2013)
Subtractthe number of fully paid+ordinary
securities cancelled during that 12 month
period
-
“A” 505,228,337
  • See chapter 19 for defined terms.

Appendix 3B Page 9

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A” Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 75,784,251
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insertnumber of+equity securities issued
or agreed to be issued in that 12 month
period_not counting_those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
27/2/2014 6,719,167 Listed Options
5/3/2014 2,966,665 Ordinary Shares
5/3/2014 1,483,324 Listed Options
“C” 11,169,156
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
75,784,251
Subtract“C”
Note: number must be same as shown in
Step 3
11,169,156
Total[“A” x 0.15] – “C” 64,615,095
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 505,228,337 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 50,522,834

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

  • Insert number of[+] equity securities issued - or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities

  • • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

  • • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

  • • It may be useful to set out issues of securities on different dates as separate line items

  • “E” -

  • See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2
50,522,834
Subtract“E”
Note: number must be same as shown in
Step 3
-
Total[“A” x 0.10] – “E” 50,522,834
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013