TIVAN LIMITED — Capital/Financing Update 2024

Aug 21, 2024

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22 August 2024

Tivan Entitlement Offer

Despatch of Prospectus and Entitlement Offer documents

The Board of Tivan Limited (ASX: TVN) (“Tivan” or the “Company”) announced on 15 August 2024 that Tivan is undertaking a pro-rata non-renounceable entitlement offer (“Entitlement Offer“) of up to 150.2 million new fully paid ordinary shares (“New Shares”) at an issue price of $0.05 per New Share on the basis of 1 New Share offered for every 11.5 Shares held on the record date of 5:00pm (AEST) on Tuesday, 20 August 2024 (“Record Date”). In addition, for every 2 New Shares subscribed for and issued under the Entitlement Offer, a free attaching unlisted option exercisable at $0.12 and expiring on 30 June 2027 will be issued.

The Entitlement Offer is being made under a prospectus dated Thursday, 15 August 2024 (“Prospectus”) and lodged with ASIC and ASX on that date.

Only registered holders of Shares with a registered address in Australia, Cayman Islands, the European Union (Germany and Luxembourg), Hong Kong, Monaco, New Zealand, Singapore and the United Kingdom on the Record Date will be eligible to participate in the Entitlement Offer (“Eligible Shareholders”). Shareholders who are not Eligible Shareholders will not be able to participate in the Entitlement Offer (“Excluded Shareholders”).

The Company advises that it will today complete despatch of the Prospectus and Personalised Entitlement and Acceptance Forms to Eligible Shareholders, by way of despatch of the attached letter to Eligible Shareholders. A letter is also being despatched to Excluded Shareholders, as also attached.

This announcement has been approved by the Board of the Company.

Inquiries:

Tony Bevan

Company Secretary: + 61 8 9327 0900 Email: corporate@tivan.com.au

Ends

Nothing contained in this announcement constitutes investment, legal, tax or other advice. Investors should seek appropriate professional advice before making any investment decision. All amounts are in Australian dollars unless otherwise indicated.

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal. The securities referred to in this document have not been and will not be registered under the United States Securities Act of 1933 (the US Securities Act ), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States, unless the securities have been registered under the US Securities Act or an exemption from the registration requirements of the US Securities Act is available. This document may not be distributed or released in the United States.

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

For all enquiries:

Phone:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Online :

www.computersharecas.com.au/TVN2024offer

TVN

MR SAM SAMPLE 123 SAMPLE STREET SAMPLETOWN VIC 3000

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Dear Shareholder

TIVAN LIMITED – PRO RATA NON-RENOUNCEABLE ENTITLEMENT OFFER

On Thursday, 15 August 2024, Tivan Limited (ASX: TVN) ( Tivan or the Company ) announced it would be conducting a pro-rata non-renounceable entitlement offer ( Entitlement Offer ) of up to approximately 150.2 million new fully paid ordinary shares ( New Shares ) on the basis of 1 New Share for every 11.5 fully paid ordinary shares ( Shares ) held at 5.00pm (AEST) on Tuesday, 20 August 2024 ( Record Date ) at an issue price of $0.05 per New Share for the purpose of raising up to approximately $7.5 million (less expenses). In addition, up to approximately 75.1 million new options with an exercise price of $0.12 and expiring on 30 June 2027 ( New Options ) will also be offered on the basis of 1 free attaching New Option for every 2 New Shares issued under the Entitlement Offer.

The Entitlement Offer is being made under a prospectus dated 15 August 2024 ( Prospectus ) and lodged with ASIC and ASX on that date. This letter is not an offer document – all details of the Entitlement Offer and how to participate are set out in the Prospectus (see further details below). You should read the Prospectus carefully and in its entirety before deciding whether to participate in the Entitlement Offer.

The number of New Shares and New Options to which Eligible Shareholders (see below) are entitled ( Entitlement ) is shown in the Entitlement and Acceptance Form. In determining Entitlements, any fractional Entitlement will be rounded up to the nearest whole number.

YOU CAN ACCESS THE PROSPECTUS AND YOUR PERSONALISED ENTITLEMENT AND ACCEPTANCE FORM VIA THE OFFER WEBSITE: www.computersharecas.com.au/TVN2024offer

The Prospectus and personalised Entitlement and Acceptance Form will not be physically mailed to Eligible Shareholders - access is only via the offer website.

The Company intends to use the funds raised for repayment of debt for the Speewah Project acquisition, convertible note cash redemption, progression of the Company’s priority projects, costs of the Entitlement Offer, corporate costs and general working capital. Further details of the indicative use of funds are set out in the Prospectus.

All of the New Shares offered under the Prospectus and any underlying Shares that would be issued on the exercise of the New Options will rank equally with the Company’s shares on issue ( Shares ) as at the date of the Prospectus.

Eligible Shareholders

Only registered holders of Shares with a registered address in Australia, Cayman Islands, the European Union (Germany and Luxembourg), Hong Kong, Monaco, New Zealand, Singapore and the United Kingdom on the Record Date ( Eligible Shareholders ) will be eligible to participate in the Entitlement Offer. Shareholders who are not Eligible Shareholders are not able to participate in the Entitlement Offer.

Applying for additional New Shares under the oversubscription facility

Eligible Shareholders who have applied for their full Entitlement may apply for any number of additional New Shares (with free attaching New Options on the same terms of the Offer) in excess of their Entitlement at the same price under an oversubscription facility, subject to scale back. Additional New Shares will only be available to the extent there are Entitlements under the Entitlement Offer not taken up by Eligible Shareholders.

The right to receive additional New Shares which are in excess of an Eligible Shareholder’s Entitlement will be determined by the Company at its sole discretion. Eligible Shareholders who apply for additional New Shares which are in excess of their Entitlement may not be issued any or all of those excess additional New Shares applied for.

Registered Office Level 1, 16 Bennett Street DARWIN NT 0800

Contact +61 8 9327 0900 corporate@tivan.com.au

Tivan Limited ABN 12 000 817 023 ASX Code: TVN

tivan.com.au

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Actions which may be taken by Eligible Shareholders

You may participate in the Entitlement Offer as follows:

• a) If you wish to accept your Entitlement in full pay the amount indicated on your Entitlement and Acceptance Form via BPAY® using the BPAY® code and personalised reference number indicated; or

• b) If you wish to accept your Entitlement in full and apply for additional New Shares under the oversubscription facility, please refer to section 1.9 of the Prospectus; or

• c) If you only wish to accept part of your Entitlement pay a lesser amount than indicated on your Entitlement and Acceptance Form via BPAY® using the BPAY® code and personalised reference number indicated; or

• d) If you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

Funds must be received before 5.00pm (AEST) on the Entitlement Offer closing date (see below).

Tivan will not accept payment by cash or cheque. Eligible Shareholders with an address outside of Australia who do not have an account that supports BPAY® transactions may also seek to accept their Entitlements in part or in full and pay via EFT (in Australian currency (AUD)) as set out in Section 1.7 of the Prospectus. Entitlements to New Shares and New Options pursuant to the Entitlement Offer are non-renounceable and accordingly Eligible Shareholders may not dispose of or trade any part of their Entitlement.

Shortfall Offer

Any New Shares and New Options not taken up by Eligible Shareholders under the Entitlement Offer (including the oversubscription facility) by the Entitlement Offer closing date may become available as shortfall and be dealt with in the sole discretion of the Directors of the Company. The offer to issue shortfall to investors is a separate offer under the Prospectus and will be on the same terms and conditions as the Entitlement Offer ( Shortfall Offer ), except as set out in the Prospectus.

Indicative Timetable - Key Dates

The indicative timetable for as follows (all times are AEST):

Event	Date
Announcement of the Entitlement Offer and Shortfall Offer and Appendix 3B Prospectus lodged with ASIC and ASX	Thursday, 15 August 2024
"Ex" Date(date Shares arequoted ex-rights)	Monday, 19 August 2024
Record Date to determine entitlements under the Entitlement Offer	Tuesday, 20 August 2024
Prospectus / entitlement and acceptance form despatched Entitlement Offer and Shortfall Offer openingdate	Thursday, 22 August 2024
Last dayto extend the Entitlement Offer closingdate	Wednesday, 28 August 2024
Entitlement Offer closingdate	Monday, 2 September 2024
Securitiesquoted on a deferred settlement basis	Tuesday, 3 September 2024
Announcement of results under the Entitlement Offer Allotment of New Shares and New Options under the Entitlement Offer Lodge Appendix 2A for the Entitlement Offer	Thursday, 5 September 2024 (Before 12pm)
Expectedquotation of New Shares issued under the Entitlement Offer	Friday, 6 September 2024
Despatch of holdingstatements under the Entitlement Offer	Monday, 9 September 2024
Shortfall Offer closingdate	Monday, 2 December 2024

These dates are indicative only. The Directors reserve the right to vary the key dates without prior notice, subject to the ASX Listing Rules.

If you have any questions in relation to the Shares upon which your Entitlement has been calculated or how to complete the Entitlement and Acceptance Form, please call the Tivan Offer Information Line on 1300 850 505 within Australia, or +61 3 9415 4000 outside Australia, from 8.30am to 5.00pm (AEST) Monday to Friday.

On behalf of the Board, I am pleased to offer you this opportunity and thank you for your continued support.

Yours sincerely

Grant Wilson

Executive Chairman | 22 August 2024

The Prospectus is important and should be read in its entirety. If you do not understand its contents or are in doubt as to the course you should follow, you should consult your stockbroker, accountant or professional adviser before deciding to apply for New Shares or New Options under the Entitlement Offer. The New Shares and New Options offered by the Prospectus should be considered as speculative. Nothing contained in this document constitutes investment, legal, tax or other advice. Investors should seek appropriate professional advice before making any investment decision. All amounts are in Australian dollars unless otherwise indicated. Not for release to US wire services or distribution in the United States

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tivan.com.au

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For all enquiries:

Phone:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

TVN

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Dear Shareholder

TIVAN LIMITED ENTITLEMENT OFFER – NOTIFICATION TO INELIGIBLE SHAREHOLDERS

On Thursday, 15 August 2024, Tivan Limited (ASX: TVN) ( Tivan or the Company ) announced it would be conducting a pro-rata non-renounceable entitlement offer ( Entitlement Offer ) of up to approximately 150.2 million new fully paid ordinary shares ( New Shares ) on the basis of 1 New Share for every 11.5 fully paid ordinary shares ( Shares ) held at 5.00pm (AEST) on Tuesday, 20 August 2024 ( Record Date ) at an issue price of $0.05 per New Share for the purpose of raising up to approximately $7.5 million (less expenses). In addition, up to approximately 75.1 million new options with an exercise price of $0.12 and expiring on 30 June 2027 ( New Options ) will also be offered on the basis of 1 free attaching New Option for every 2 New Shares issued under the Entitlement Offer. The Entitlement Offer is being made under a prospectus dated 15 August 2024 ( Prospectus ) and lodged with ASIC and ASX on that date.

Eligibility criteria

Only registered holders of Shares with a registered address in Australia, Cayman Islands, the European Union (Germany and Luxembourg), Hong Kong, Monaco, New Zealand, Singapore and the United Kingdom on the Record Date ( Eligible Shareholders ) will be eligible to participate in the Entitlement Offer.

Shareholders who are not Eligible Shareholders are not able to participate in the Entitlement Offer ( Excluded Shareholders ).

The Company is of the view that it is unreasonable to make the Entitlement Offer under the Prospectus to the Excluded Shareholders having regard to:

• a) the number of Excluded Shareholders;

• b) the number and value of the securities to be offered to Excluded Shareholders; and

• c) the cost of complying with the legal requirements and requirements of regulatory authorities in the jurisdictions in which Excluded Shareholders reside.

Accordingly, the Company is not required to, and does not, make the Entitlement Offer under the Prospectus to the Excluded Shareholders. The Prospectus does not, and is not intended to, constitute an offer of New Shares or New Options in any jurisdiction in which it would be unlawful.

According to the details held on Tivan’s share registry, unfortunately you do not satisfy the criteria for an Eligible Shareholder meaning you are an Excluded Shareholder. Consequently, in compliance with section 9A(3) of the Corporations Act 2001 (Cth) and ASX Listing Rule 7.7.1(b), the Company wishes to inform you that you are unable

to participate in the Entitlement Offer.

Entitlements to New Shares and New Options pursuant to the Entitlement Offer are non-renounceable and accordingly may not be disposed of or traded, and therefore the New Shares and New Options you would have been entitled to subscribe for if you were an Eligible Shareholder will instead be allocated under the oversubscription facility or shortfall offer (should the New Shares not be taken up by Eligible Shareholders under the oversubscription facility) - see the Prospectus for further details.

On behalf of the Board, I thank you for your continued support.

Yours sincerely

Grant Wilson

Executive Chairman | 22 August 2024

Registered Office Contact Tivan Limited Level 1, 16 Bennett Street +61 8 9327 0900 ABN 12 000 817 023 DARWIN NT 0800 corporate@tivan.com.au ASX Code: TVN

tivan.com.au

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