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TIVAN LIMITED — Capital/Financing Update 2025
Oct 19, 2025
65967_rns_2025-10-19_29f832d5-8f54-4ddb-9ca8-e27e4fab609a.pdf
Capital/Financing Update
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Appendix 3B - Proposed issue of securities
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Announcement Summary
Entity name
TIVAN LIMITED
Announcement Type
New announcement
Date of this announcement
20/10/2025
The Proposed issue is:
A placement or other type of issue
Total number of +securities proposed to be issued for a placement or other type of issue
| Maximum Number of | ||
|---|---|---|
| ASX +security code | +Security description | +securities to be issued |
| New class-code to be | Class E Performance Rights | 3,000,000 |
| confirmed | ||
| New class-code to be | Class F Performance Rights | 2,000,000 |
| confirmed | ||
| New class-code to be | Class G Performance Rights | 2,000,000 |
| confirmed | ||
| New class-code to be | Class H Performance Rights | 2,000,000 |
| confirmed |
Proposed +issue date
2/12/2025
Refer to next page for full details of the announcement
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Part 1 - Entity and announcement details
1.1 Name of +Entity
TIVAN LIMITED
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.
If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
1.2 Registered Number Type
ABN
Registration Number
12000817023
1.3 ASX issuer code
TVN
1.4 The announcement is
New announcement
1.5 Date of this announcement
20/10/2025
1.6 The Proposed issue is:
A placement or other type of issue
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes 7A.1a Conditions
Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 20/11/2025 Actual No
Comments
Part 7B - Issue details
Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)
Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed Class E Performance Rights
+Security type
Performance options/rights
Number of +securities proposed to be issued
3,000,000
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Offer price details
Are the +securities proposed to be issued being issued for a cash consideration? No
Please describe the consideration being provided for the +securities
Short term incentive securities to be issued to Executive Chairman. Vesting is conditional upon: (1) the maximum VWAP of Shares across any 20 sequential trading days between 1 January 2026 and 30 June 2026 (inclusive), rounded to the
nearest $0.001, is greater than $0.10; and (2) the holder remains in office on 1 July 2026.
The number of Shares issued on exercise of each STI Performance Right is calculated by using the following formula: TVN Share Price - $0.10
where the TVN Share Price is the maximum VWAP of Shares across any 20 sequential trading days between 1 January 2026 and 30 June 2026 (inclusive), rounded to the nearest $0.001, where each cent represents one Share. The TVN Share Price is capped at a maximum of $0.15. Therefore, the maximum number of Shares that may be issued on exercise of 3,000,000 STI Performance Rights is 15,000,000 Shares.
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
0.000001
Will all the +securities issued in this class rank equally in all respects from their issue date?
Yes
Performance options/rights details
+Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0000 1/10/2026
Details of the type of +security that will be issued if the option is exercised TVN : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised Maximum 15,000,000
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.
Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed Class F Performance Rights +Security type Performance options/rights Number of +securities proposed to be issued 2,000,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No
Please describe the consideration being provided for the +securities
Long term incentive securities to be issued to Executive Chairman. Vesting is conditional upon: (1) the maximum VWAP of Shares across any 20 sequential trading days between 1 January 2027 and 30 June 2027 (inclusive), rounded to the nearest $0.001, is greater than $0.15; and (2) the holder remains in office on 1 July 2027.
The number of Shares issued on exercise of each Class F LTI Performance Right is calculating by using the following formula: TVN Share Price - $0.15
where the TVN Share Price is the maximum VWAP of Shares across any 20 sequential trading days between 1 January 2027 and 30 June 2027 (inclusive), rounded to the nearest $0.001, where each cent represents one Share. The TVN Share Price is capped at a maximum of $0.20. Therefore, the maximum number of Shares that may be issued on exercise of 2,000,000 Class F LTI Performance Rights is 10,000,000 Shares. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
0.000001
Will all the +securities issued in this class rank equally in all respects from their issue date? Yes
Performance options/rights details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0000 1/10/2027 Details of the type of +security that will be issued if the option is exercised TVN : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised Maximum 10,000,000 Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)
Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed Class G Performance Rights
+Security type
Performance options/rights
Number of +securities proposed to be issued
2,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration? No
Please describe the consideration being provided for the +securities
Long term incentive securities to be issued to Executive Chairman. Vesting is conditional upon: (1) the maximum VWAP of Shares across any 20 sequential trading days between 1 January 2028 and 30 June 2028 (inclusive), rounded to the nearest $0.001, is greater than $0.20; and (2) the holder remains in office on 1 July 2028. The number of Shares issued on exercise of each Class G LTI Performance Right is calculating by using the following formula: TVN Share Price - $0.20 where the TVN Share Price is the maximum VWAP of Shares across any 20 sequential trading days between 1 January 2028 and 30 June 2028 (inclusive), rounded to the nearest $0.001, where each cent represents one Share. The TVN Share Price is capped at a maximum of $0.25. Therefore, the maximum number of Shares that may be issued on exercise of 2,000,000 Class G LTI Performance Rights is 10,000,000 Shares. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
0.000001 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Performance options/rights details
+Security currency AUD - Australian Dollar
Exercise price Expiry date AUD 0.0000 1/10/2028
Details of the type of +security that will be issued if the option is exercised
TVN : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
Maximum 10,000,000
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.
Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? New class
Will the proposed issue of this +security include an offer of attaching +securities? No
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)
Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed Class H Performance Rights
+Security type
Performance options/rights
Number of +securities proposed to be issued
2,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration? No
Please describe the consideration being provided for the +securities
Long term incentive securities to be issued to Executive Chairman. Vesting is conditional upon: (1) the maximum VWAP of Shares across any 20 sequential trading days between 1 January 2029 and 30 June 2029 (inclusive), rounded to the nearest $0.001, is greater than $0.25; and (2) the holder remains in office on 1 July 2029.
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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The number of Shares issued on exercise of each Class H LTI Performance Right is calculating by using the following formula:
TVN Share Price - $0.25
where the TVN Share Price is the maximum VWAP of Shares across any 20 sequential trading days between 1 January 2029 and 30 June 2029 (inclusive), rounded to the nearest $0.001, where each cent represents one Share. The TVN Share Price is capped at a maximum of $0.30. Therefore, the maximum number of Shares that may be issued on exercise of 2,000,000 Class H LTI Performance Rights is 10,000,000 Shares.
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.000001
Will all the +securities issued in this class rank equally in all respects from their issue date? Yes
Performance options/rights details
+Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0000 1/10/2029 Details of the type of +security that will be issued if the option is exercised TVN : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
Maximum 10,000,000
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.
Part 7C - Timetable
7C.1 Proposed +issue date
2/12/2025
Part 7D - Listing Rule requirements
7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes
7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1
20/11/2025
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue? No 7E.2 Is the proposed issue to be underwritten? No 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue None Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities Short-term and long-term incentive securities to be issued to the Executive Chairman. 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No 7F.2 Any other information the entity wishes to provide about the proposed issue
Appendix 3B - Proposed issue of securities
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