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TIVAN LIMITED — Capital/Financing Update 2025
Feb 12, 2025
65967_rns_2025-02-12_584c5ab5-4081-44d2-87cc-d431bf6650b9.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 13/2/2025
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 | Options exercisable at $0.20 expiring 30 September 2027 | 42,857,148 |
| confirmed | ||
| New class-code to be | Options exercisable at $0.20 expiring 30 September 2027 | 10,000,000 |
| confirmed | ||
| TVN | ORDINARY FULLY PAID | 85,714,286 |
Proposed +issue date
19/2/2025
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
13/2/2025
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? No
Part 7B - Issue details
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)? Existing class
Will the proposed issue of this +security include an offer of attaching +securities? Yes
Details of +securities proposed to be issued
ASX +security code and description
TVN : ORDINARY FULLY PAID
Number of +securities proposed to be issued
85,714,286
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration? Yes
In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.10500
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes
Attaching +Security
Is the proposed attaching 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
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Appendix 3B - Proposed issue of securities
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Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)
Details of attaching +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 ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes Yes ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.20 expiring 30 September 2027 +Security type Options
Number of +securities proposed to be issued 42,857,148 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
Free-attaching placement options at nil issue price, to be issued to placement participants on the basis of 1 option for every 2 placement shares the subject of confirmed commitments by placement participants. 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 Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.2000 30/9/2027 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 1 ordinary share for 1 option exercised. 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. Placement Options Offer is being made under a prospectus intended to lodged with ASIC and ASX on or around 20 February 2025 that will be available on www.tivan.com.au.
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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? | Yes |
| Yes | |
| ASX +security code | +Security description |
| New class-code to be confirmed | Options exercisable at $0.20 expiring 30 September 2027 |
| +Security type | |
| Options | |
| Number of +securities proposed to be | issued |
| 10,000,000 | |
| 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 Broker Options on the same terms as the free attaching Placement Options. |
|
| 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 |
Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.2000 30/9/2027 Details of the type of +security that will be issued if the option is exercised
TVN : ORDINARY FULLY PAID
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Appendix 3B - Proposed issue of securities
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Number of securities that will be issued if the option is exercised
1 ordinary share for 1 option exercised.
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.
Broker Options Offer is being made under a prospectus intended to lodged with ASIC and ASX on or around 20 February 2025 that will be available on www.tivan.com.au.
Part 7C - Timetable
7C.1 Proposed +issue date 19/2/2025
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? No 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes 7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1? 42,857,148 Placement Options and 10,000,000 Broker Options. 7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes 7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A? 85,714,286 ordinary shares 7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate For reasons of timing and other commercial considerations a placement was considered preferable. 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 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? Yes
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Appendix 3B - Proposed issue of securities
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7E.1a Who is the lead manager/broker?
Evolution Capital Pty Ltd
7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
Capital raising fee of 6% of funds introduced and 10,000,000 Broker Options.
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
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
To progress the Speewah Fluorite Project, the Sandover Fluorite Project and the Speewah Vanadium Project, convertible note repayment, offer costs and to provide general working capital.
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
7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued
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