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TIVAN LIMITED Interim / Quarterly Report 2018

Jul 15, 2018

65967_rns_2018-07-15_bd3f3a8f-f2e0-4e66-acc3-e61905838498.pdf

Interim / Quarterly Report

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TNG LIMITED

16 July 2018

June 2018 Quarterly Activities Report

HIGHLIGHTS

MOUNT PEAKE VANADIUM-TITANIUM-IRON PROJECT (NT) (TNG: 100%)

  • Federal Government environmental approval granted for the Mount Peake Vanadium-Titanium-Iron Project under the Environment Protection and Biodiversity Conservation Act 1999 (Cth), representing a major positive milestone for TNG as it progresses final off-take and funding discussions.
  • With both Territory and Federal environmental approvals in place, TNG now awaits only the grant of the Mount Peake Mining Lease before site-based construction can commence.
  • Grant of the Mining Lease is expected to occur as soon as a final Mining Agreement is signed with the Central Land Council. The Company made positive progress on these negotiations during the June Quarter, and expects to finalise negotiations and execute a Mining Agreement in the near term.

CORPORATE

  • Completion of a \$3.911M capital raising with a number of leading Australian institutional investors.
  • Accomplished Australian mining executive Greg Durack joined the TNG board as a non-executive Director. Mr Durack was $\bullet$ a key member of the senior development team at lithium miner Pilbara Minerals Ltd (ASX: PLS) and a former CEO of Jupiter Mines Ltd (ASX: JMS).
  • Highly experienced corporate professional Jason Giltay appointed to the position of General Manager Commercial as TNG continues to build up its in-house corporate development team.
  • Heads of Agreement signed with BBI Group Pty Limited (BBI), a subsidiary of the diversified New Zealand-based $\bullet$ conglomerate Todd Corporation, to evaluate the application of the TNG's proprietary TIVAN hydrometallurgical process on BBI's Balla Balla Vanadium-Titanium-Iron Project in WA and assess potential commercial options.
  • Further strong performance in strategic metals pricing across TNG's forecast commodity suite during the Quarter:
  • ▶ Vanadium pentoxide prices continued to rise strongly during the June Quarter, increasing from a low of US\$5/Ib in early 2017 to a current price of approximately US\$17/lb (US\$40,000/t) by Quarter-end;
  • ► Ferro-Vanadium prices soared alongside the V2O5 prices during the June Quarter, reaching levels not seen since 2005 and to a current price of approximately US\$80/kg (US\$80,000/t) by Quarter-end; and
  • Titanium dioxide pigment prices were stable during the June Quarter at a current price of around US\$3,200/t by $\blacktriangleright$ Quarter-end, increasing by 20% from June Quarter last year.
  • Cash reserves of \$5.73 M at Quarter-end.

ASX CODE: TNG ABN 12 000 817 023 REGISTERED OFFICE Suite 20, 22 Railway Road Subiaco, Western Australia 6008 T+61893270900 F+61893270901

W www.tngltd.com.au E [email protected]

PROJECTS

Mount Peake Vanadium-Titanium-Iron Project: TNG 100%

The Mount Peake Project is a potential world-scale strategic metals project located 235km north-west of Alice Springs in the Northern Territory, close to existing key power and transport infrastructure including the Alice Springs-Darwin Railway and the Stuart Highway. Mount Peake is one of the largest undeveloped vanadium-titanium-iron projects in the world, (refer to Table 4 on page 6 of this report for a full Statement of the JORC Mineral Resource).

Federal environmental approval

During the Quarter, the Federal Minister for Environment and Energy, the Hon Josh Frydenberg, granted environmental approval, subject to implementation conditions, to the mine site component of the Mount Peake Project.

The Minister's approval was received by TNG on Friday, 11 May 2018.

The key approval has been granted in accordance with and for the purpose of certain provisions of the Environment Protection and Biodiversity Conservation Act 1999 (Cth) and marks the completion of the Environmental Impact Assessment process for the mine site component of the Mount Peake Project.

The approval follows the Northern Territory Environmental Protection Authority (NTEPA) providing an approved assessment report in January this year (see ASX announcement, 25 January 2018).

The receipt of Federal environmental approval represents completion of the key permitting process for the Mount Peake Project to proceed (subject to finalisation of offtake and funding arrangements), and signals that it is ready to progress to the next stage of mining approval under the Mining Management Act (NT).

In order to complete this process, TNG has commenced work to finalise its Mine Management Plan, incorporating the recommendations made by the NTEPA, as outlined in their assessment report.

Mining Agreement with Traditional Owners

During the Quarter, TNG continued its negotiations with the Central Land Council (CLC) in relation to the Mining Agreement for the Mount Peake Project.

At the end of the Quarter, negotiations with the CLC were well advanced and continuing in a positive way, with both a final matrix for compensation terms and a draft Mining Agreement being provided to the CLC.

TNG expects to finalise negotiations with the CLC and execute a Mining Agreement in the near term.

Project Finance

TNG's model for Project Finance includes the potential for funding from German export credit banks. During the quarter TNG held additional meetings with the leading German Government-owned KfW IPEX-Bank GmbH (KfW) following their expression of interest to conduct further due diligence ahead of mandating for finance. TNG understands that KfW remains interested in the project.

During the quarter TNG appointed SMS group's Financial Services team to jointly with KfW progress the due diligence for a German ECA tranche in relation to the proposed funding.

During the quarter, TNG has also engaged with other finance providers including ING, Cat Mining and Finance, North Australia Infrastructure Fund, and Australia's Export Credit Finance Agency, EFIC.

TIVAN® Processing Facility EIS

The TIVAN® downstream processing plant is proposed to be located on an area within the Middle Arm Peninsula of Darwin Harbour. An environmental impact statement (EIS) is being developed separately, reflecting both the geographical separation and the fact that significantly different environmental and social issues need to be addressed at the two locations.

TNG's appointed consultant for the EIS is Perth based Animal Plant Mineral Pty Ltd (APM). Work is progressing on the EIS and TNG is continuing to liaise with the NTEPA and other Regulators. In addition, in April 2018 TNG commissioned APM to complete

a biological survey of the proposed site to augment results from a previous survey conducted in 2017. Data collected from the biological survey will be used to assist with the EIS required for the Mount Peake Processing Facility. The company has also continued to assess feasible alternative sites in case of any adverse findings

Project Development team

Subsequent to the end of the Quarter, TNG announced the appointment of highly experienced corporate professional Jason Giltay to the newly-created position of General Manager - Commercial. He will report directly to the Managing Director, with responsibility for all commercial and contractual matters, strategic development and business planning along with TNGs GM Business Development team, spearheaded by Mr Paul Vollant.

Mr Giltay has extensive corporate and commercial experience, having spent more than 17 years specialising in the areas of corporate finance and commercial management. This included 13 years in the mining industry, where he was involved in mine development, mining operations, plant construction, mine-to-port logistics and mineral drilling.

He was previously Commercial Manager for Atlantic Ltd, where he was part of the team that delivered a \$300 million processing plant upgrade and mining start-up for the Windimurra Vanadium Mine in WA, General Manager Corporate and Company Secretary at mining services group Swick Mining, and Corporate Manager at gold and nickel explorer Cougar Metals.

He was until recently Business Development Manager for Perth Airport, where he held a senior corporate development and commercial role in a key infrastructure unit and was responsible for the delivery of multiple civil infrastructure projects from feasibility to operation.

During his career, he also worked as a corporate advisor for Milestone Corporate and Montt Capital, advising on a total of nine mining industry IPO's and ASX listings including Independence Group, Sandfire Resources, Swick Mining Services and Cougar Metals.

TNG welcomes Mr Giltay to its development team. The company is recruiting additional suitably qualified candidates for key executive roles for the project development team, and further appointments will be announced in due course.

Commodity Markets

Both vanadium and titanium prices saw further positive gains over the June Quarter, providing a continued positive backdrop for project funding and development.

Vanadium prices continued to rise strongly during the June Quarter, which TNG understands were buoyed by a positive outlook as demand from conventional markets (production of high-strength steel and chemical catalysts) is complemented by new demand from vanadium redox flow batteries, which are used in large-scale battery and energy storage applications.

Vanadium Pentoxide prices have risen by more than 400 per cent during the past two years, and increased to US\$17/lb (US\$40,000/tonne) by the end of the June Quarter. Ferro-Vanadium have reached their highest level since 2005 at US\$80/kg (US\$80,000/tonne).

New regulations in China are pushing vanadium usage in the steel industry while supply remains very tight due to mine depletion and stricter environmental rules. Market participants are expecting further price increases in the next quarter due to very low product availability and continued demand strength.

Titanium dioxide demand and utilization have been up and prices have been going up quarter after since the last two years at a current price of around US\$3,200/mt.

Rutile feedstock prices increase by 15% in June anticipating a tight supply due to the end of current large deposit.

Titanium Pigment Offtake agreement.

TNG is in advanced discussion with leading distribution groups for the offtake, distribution, marketing and sales of 100% of its future titanium pigment production.

Following the technological breakthrough in the previous quarter (see ASX announcement of 26 February 2018) TNG has confirmed its ability to produce a high quality pigment via a sulphate based route. TNG's TiO2 pigment will be a premium grade for high durability coating and is receiving significant interest from global buyers and distributors.

The company expects to finalise these agreements in the near future.

Other Projects

Cawse Extended Mine Project: Nickel-Cobalt (80%: Mesmeric / 20%: TNG)

TNG has a 20% free-carried interest in the Cawse Extended Mining Lease that contains significant Nickel and Cobalt mineralisation in laterite. The company is seeking information from Mesmeric on the mining and processing plans. Further updates will be provided as they come to hand.

CORPORATE

\$3.911M capital raising

During the Quarter, TNG issued 26,974,655 shares at \$0.145 per share to raise \$3.911 million (before costs). The placement was made pursuant to the Company's 15% placement capacity under ASX Listing Rule 7.1. The funds will further strengthen the Company's balance sheet as it progresses pre-development activities.

TNG Board Changes

Highly experienced Australian mining executive Mr Greg Durack joined the TNG board during the Quarter as a non-executive Director.

Mr Durack, who is a highly experienced metallurgist and mining executive with more than 30 years' global mining experience, brings a vast depth of experience in project evaluation, feasibility studies, project development and mining operations to the TNG board as the Company advances key financing negotiations for Mount Peake and works towards commencing project development.

Mr Durack has had a distinguished career spanning multiple commodities and projects. His consulting company is the Study Manager for the Definitive Feasibility Study for Pilbara Minerals Limited's (ASX: PLS) Pilgangoora Lithium-Tantalum Project in Western Australia's Pilbara region, where commissioning is now underway. Mr Durack is currently managing the technical aspects of the project with a priority on processing and commissioning.

Between 2007 and 2013, Mr Durack was CEO of ASX-listed Jupiter Mines Limited. During his tenure at Jupiter, Mr Durack was one of a team of three executives who raised \$100 million from equity markets and a further \$50 million from the Pallinghurst Co-investors, which funding helped to contribute to Jupiter's share of construction costs for the Tshipi Manganese Project in South Africa. He also oversaw extensive resource definition and feasibility work on the Mt Mason and Mt Ida iron ore deposits in Western Australia.

Mr Durack was issued 1,000,000 options under TNG's Non-executive Director and Consultant Option Plan exercisable at \$0.263 on or before 13 December 2019 (being the same terms and conditions as the options currently on issue to current directors).

Shareholder approval will not be sought for the issue of options (or their exercise) as Mr Durack was not a director of TNG at the time of the negotiations and had no influence over the decision to issue the options.

If Mr Durack ultimately decides to exercise the options, he will be required to pay the Company an aggregate of \$263,000, which funds will be used by the Company to further its projects and for additional working capital.

Non-executive Director Stuart Crow retired from the TNG board with effect from 31 May 2018, due to increasing commitments with his other corporate and business interests.

Mr Rex Turkington has assumed the role of interim Chairman of TNG pending the appointment of a permanent Chairman in due course. Mr Turkington is an independent non-executive Director. His appointment will ensure an appropriate balance on the Board and allow for the appointment of an additional appropriately qualified non-executive Director in the future.

Mr Turkington has been a Director of the Company for eight years and has intimate knowledge of both the Mount Peake Project itself and the Company's ongoing financing and off-take negotiations. He is a highly experienced corporate adviser and economist who has worked extensively in the financial services and stockbroking industries in Australia, specialising in exploration and mining.

The Company is committed to continuing to strengthen its Board and leadership team as it works towards commencing project construction at Mount Peake, and further appointments will be announced in due course.

HoA with mining and infrastructure company BBI Group for strategic cooperation

During the Quarter, TNG signed a Heads of Agreement (HoA) with BBI, owner of the Balla Balla Vanadium-Titanium-Iron (BBVTI) Project, located on the coast of the Pilbara in Western Australia, for strategic collaboration and evaluation of mutually beneficial opportunities for their respective Australian vanadium assets.

During 2017 TNG assessed the concentrate from Balla Balla after Todd Corporation contacted the company. This initial testwork was successful in establishing that TNG's 100%-owned TIVAN™ hydrometallurgical technology will work favourably on this material.

The HoA will now allow the companies to fully assess the application and feasibility of TNG's 100%-owned TIVAN™ hydrometallurgical technology to BBTVI's resource, and provide a platform for commercial discussions in the possible development of the BBTVI and the Mount Peake Project.

The company remains completely focussed and committed to the development of Mount Peake and commercialisation of its TIVAN process. This agreement strengthens the company's view that other Vanadium resources will use the TIVAN technology as a process of choice to extract maximum value from the resource. This interest also introduces a potential strategic investment for the Mount Peak project and a basis for other commercial agreements in the best interests of the company.

Investor engagement

TNG has continued to actively engage with investors and promote the company at investor briefings globally. The company's General Manager - Business Development, Paul Vollant, presented at the Resources Rising Stars conference on the Gold Coast on 29-30 May 2018.

Cash

TNG had total cash reserves of \$5.7 million at Quarter-end.

Paul Burton Managing Director

16 July 2018

The Mount Peake Mineral Resource estimate set out below (Table 2) was released in an ASX Announcement dated 26 March 2013, "Additional Information on the Mount Peake Resource", and was completed in accordance with the guidelines of the JORC Code (2012). Initial mining and financial assessment work, based on the Mineral Resource, followed (see ASX Announcement - 15 July 2013, "TNG Considers Two-Stage Development Option for Mount Peake Project, NT").

Category Tonnes (Mt) V 2 O 5 % TiO 2 % Fe% $Al_2O_3\%$ SiO 2 %
Measured 118 0.29 5.5 24 8.2 33
Indicated 20 0.28 5.3 22 9.1 34
Inferred 22 0.22 4.4 19 10.0 38
TOTAL 160 0.28 5.3 23 8.6 34

Table 2 - Mount Peake Mineral Resource estimate

Note: Mineral Resource is inclusive of Ore Reserves. Tonnage and grade figures in tables have been rounded and small discrepancies in totals may occur. Ore Reserve is reported using a 0.1% V2O5 cut-off. TNG is not aware of any new information or data that materially affects the mineral resource estimate included in the 26 March 2013 ASX Announcement and all material assumptions and technical parameters underpinning the assessment provided in that announcement continue to apply.

Ore Reserve

The Mount Peake Ore Reserve estimate (Table 3) was reported in an ASX Announcement dated July 31 2015, ("Mount Peake Feasibility Study confirms a world - class project capable of delivering outstanding returns over long life").

Table 3 - Mount Peake Ore Reserve estimate

Category Tonnes (Mt) V 2 O 5 % TiO 2 % Fe%
Proven $\overline{\phantom{a}}$ $\overline{\phantom{0}}$ $\overline{\phantom{a}}$
Probable 41.1 0.42 7.99 28.0
TOTAL 41.1 0.42 7.99 28.0

Note: Tonnage and grade figures in tables have been rounded to 2 or 3 significant figures and as a result small discrepancies may occur due to the effect of rounding. Ore Reserve is reported using a 15% Fe cut-off. TNG is not aware of any new information or data that materially affects the Ore Reserve estimate reported in the 31 July 2015 ASX Announcement and all material assumptions and technical parameters underpinning the assessment provided in that announcement continue to apply.

Tenement Schedule

The Group holds an interest in the following tenements or tenement applications at 31 December 2017:

Project Tenements Equity
EL27069, EL27070, EL27941, 100%
Mount Peake EL29578, EL30483, EL31389,
ELR29627, MLA28341,
MLA29855, MLA29856,
MLA30686
Cawse Extended M24/547, M24/548, 20% free carried to production, or can
M24/549, M24/550 be converted to a 2% net smelter return
on ore mined. Unicorn Pit is now
excised and a wet tonne royalty applies.
Kintore East P16/2370, P16/2371, 2% gold return interest on production.
P16/2372, P16/2373,
P16/2374

Competent Person's Statements

The information in this report that relates to the Mount Peake Mineral Resource estimates is extracted from an ASX Announcement dated 26 March 2013, (see ASX Announcement - 26 March 2013, "Additional Information on the Mount Peake Resource", www.tngltd.com.au and www.asx.com.au ), and was completed in accordance with the guidelines of the JORC Code (2012). The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and that all material assumptions and technical parameters underpinning the

Mineral Resource estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person's findings are represented have not been materially modified from the original market announcement.

The information in this report that relates to the Mount Peake Ore Reserve estimate is extracted from an ASX Announcement dated July 31 2015, ("Mount Peake Feasibility Study confirms a world - class project capable of delivering outstanding returns over long life", www.tngltd.com.au and www.asx.com.au ), and was completed in accordance with the guidelines of the JORC Code (2012). The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and that all material assumptions and technical parameters underpinning the Ore Reserve estimate in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person's findings are represented have not been materially modified from the original market announcement.

Production Targets and Financial Information

Information in relation to the Mount Peake Definitive Feasibility, including production targets and financial information, included in this report is extracted from an ASX Announcement dated 20 November 2017, (see ASX Announcement - 20 November 2017, "Updated Feasibility Study Results", www.tngltd.com.au and www.asx.com.au). The Company confirms that all material assumptions underpinning the production target and financial information set out in the announcement released on 31 July 2015 continue to apply and have not materially changed.

$+Rule 5.5$

Appendix 5B

Mining exploration entity and oil and gas exploration entity quarterly report

Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10, 01/05/13, 01/09/16

Name of entity
TNG Limited
ABN Quarter ended ("current quarter")
Consolidated statement of cash flows Current quarter
\$A'000
Year to date (12
months)
\$A'000
1. Cash flows from operating activities
1.1 Receipts from customers
1.2 Payments for
(a) exploration & evaluation (635) (3,759)
development
(b)
production
(c)
staff costs
(d)
(354) (1, 363)
(e) administration and corporate costs (617) (2, 135)
1.3 Dividends received (see note 3)
1.4 Interest received 19 96
1.5 Interest and other costs of finance paid
1.6 Income taxes paid
1.7 Research and development refunds 1,731
1.8 Other (TRT oncharge as per administrative
services agreement)
53 667
1.9 Net cash from / (used in) operating
activities
(1, 534) (4.763)
2. Cash flows from investing activities
2.1 Payments to acquire:
(a) property, plant and equipment (9) (13)
(b) tenements (see item 10)
(C) investments

1 September 2016

Consolidated statement of cash flows Current quarter
\$A'000
Year to date (12
months)
\$A'000
other non-current assets-security
(d)
deposit
(37)
2.2 Proceeds from the disposal of:
property, plant and equipment
(a)
tenements (see item 10)
(b)
80
investments
(c)
other non-current assets-security
(d)
deposits
2.3 Cash flows from loans to other entities
2.4 Dividends received (see note 3)
2.5 Other
2.6 Net cash from / (used in) investing
activities
(9) 30

Appendix 5B
Mining exploration entity and oil and gas exploration entity quarterly report

3. Cash flows from financing activities
3.1 Proceeds from issues of shares 3,911 3,911
3.2 Proceeds from issue of convertible notes
3.3 Proceeds from exercise of share options 71 71
3.4 Transaction costs related to issues of
shares, convertible notes or options
(278) (278)
3.5 Proceeds from borrowings
3.6 Repayment of borrowings
3.7 Transaction costs related to loans and
borrowings
3.8 Dividends paid
3.9 Other (provide details if material)
3.10 Net cash from / (used in) financing
activities
3,704 3.704
4. Net increase / (decrease) in cash and
cash equivalents for the period
4.1 Cash and cash equivalents at beginning of
period
3.568 6,758
4.2 Net cash from / (used in) operating
activities (item 1.9 above)
(1, 534) (4, 763)
4.3 Net cash from / (used in) investing activities
(item 2.6 above)
(9) 30
4.4 Net cash from / (used in) financing
activities (item 3.10 above)
3.704 3.704

Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

Consolidated statement of cash flows Current quarter
\$A'000
Year to date (12
months)
\$A'000
4.5 Effect of movement in exchange rates on
cash held
4.6 Cash and cash equivalents at end of
period
5,729 5.729
5. Reconciliation of cash and cash
equivalents
at the end of the quarter (as shown in the
consolidated statement of cash flows) to the
related items in the accounts
Current quarter
\$A'000
Previous quarter
\$A'000
5.1 Bank balances 729 1,568
5.2 Call deposits 5.000 2,000
5.3 Bank overdrafts
5.4 Other (provide details)
5.5 Cash and cash equivalents at end of
quarter (should equal item 4.6 above)
5.729 3.568

6. Payments to directors of the entity and their associates

  • 6.1 Aggregate amount of payments to these parties included in item 1.2
  • 6.2 Aggregate amount of cash flow from loans to these parties included in item 2.3
  • 6.3 Include below any explanation necessary to understand the transactions included in items 6.1 and 6.2
7. Payments to related entities of the entity and their
associates
7.1 Aggregate amount of payments to these parties included in item 1.2
  • $7.2$ Aggregate amount of cash flow from loans to these parties included in item 2.3
  • 7.3 Include below any explanation necessary to understand the transactions included in items 7.1 and 7.2
Current quarter
\$A'000
Current quarter
\$A'000
244
    1. Financing facilities available Add notes as necessary for an understanding of the position
  • $8.1$ Loan facilities
  • 8.2 Credit standby arrangements
  • 8.3 Other (please specify)
Amount drawn at
quarter end
\$A'000

8.4 Include below a description of each facility above, including the lender, interest rate and whether it is secured or unsecured. If any additional facilities have been entered into or are proposed to be entered into after quarter end, include details of those facilities as well.

9. Estimated cash outflows for next quarter \$A'000
9.1 Exploration and evaluation (550)
9.2 Development
9.3 Production
9.4 Staff costs (420)
9.5 Administration and corporate costs (375)
9.6 Other (provide details if material)
9.7 Total estimated cash outflows (1.345)
10. Changes in
tenements
(items 2.1(b) and
$2.2(b)$ above)
Tenement
reference
and
location
Nature of
interest
Interest at
beginning of
quarter
Interest at end
of quarter
10.1 Interests in mining
tenements and
petroleum
tenements lapsed,
relinquished or
reduced
10.2 Interests in mining
tenements and
petroleum
tenements
acquired or
increased

Compliance statement

  • $\mathbf{1}$ This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.
  • $\overline{2}$ This statement gives a true and fair view of the matters disclosed.

Sign here:

Date: 18 July 2018

Print name: Simon Robertson

(Company secretary)

Notes

  • The quarterly report provides a basis for informing the market how the entity's activities have been $1.$ financed for the past quarter and the effect on its cash position. An entity that wishes to disclose additional information is encouraged to do so, in a note or notes included in or attached to this report.
  • $2.$ If this quarterly report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report. If this quarterly report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standards apply to this report.
    1. Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.