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TIVAN LIMITED Major Shareholding Notification 2014

Dec 18, 2014

65967_rns_2014-12-18_4f7d880b-198a-4363-b999-d786dba9528a.pdf

Major Shareholding Notification

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Form 604

Corporations Law

6718

Notice of change in interests of substantial holder

To: Company Name/Scheme: TNG LIMITED --~-------------------------------------------------------

ACN/ARSN 12 000 817 023

1. Details of substantial holder<11

East China Mineral Exploration & Development Bureau (ECE), Jiangsu Eastern China Non-Ferrous Name Metals Investment Holding Co, Ltd (Jiangsu), Hong Kong East China Non-Ferrous Minerals Resources Co, Ltd (ECE HK), Ao-Zhong International Mineral Resources Pty Ltd (Ao·Zhong)

ACN/ARSN (if applicable) 146 186 852 (Ao-Zhong)

There has been a movement in the substantial holding following various corporate actions. Due to a series of share issues by the Company to other parties, while the substantial holder's shareholding has not changed its voting power has progressively decreased. Accordingly the substantial holding has been progressively diluted by these share issues (refer to details below).

The substantial holder's original voting power of 15.30% has fallen to 10.01%.

The previous notice was given to the Company on 25 May 2012.

The previous notice was dated 25 May 2012.

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate(2) had a relevant interest(31 in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

</s)<>
Class of securities(
4)
Previous notice Present notice
I
Person's votes
Voting power <s)< th="">Person's votesVoting power<si< th=""></si<> Person's votes Voting power <si< th=""></si<>
Fully paid ordinary shares 62,249,812 I
15.3%
62,249,812 10.01%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of
change
Person whose relevant
interest changed
Nature of change(61 Consideration
given in relation to
chanqe(71
Class and number
of securities
affected
Person's votes
affected
------------------- ------------------------------------------- --------------------- ---------------------------------------------------- ----------------------------------------------- ----------------------------
27/11/12 ECE, its intermediate
subsidiaries Jiangsu and
ECE HK (Intermediate
Subsidiaries) and Ao-
Zhong
Holding in the Company
diluted by issue of 10,275,000
shares, with voting power
falling to 14.92%.
N/A N/A N/A
10/12/12 ECE, Intermediate
Subsidiaries , and Ao-
Zhong
Holding in the Company
diluted by issue of 9,000,000
shares, with voting power
falling to 14.61%.
N/A N/A N/A
18/12/12 ECE, Intermediate
Subsidiaries,and Ao-
Zhong
Holding in the Company
diluted by issue of 500,000
shares, with voting power
falling to 14.59%.
N/A N/A N/A
15/05/13 ECE, Intermediate
Subsidiaries, and Ao-
Zhong
Holding in the Company
diluted by placement of
20,784,911 shares, with
voting power falling to
13.91%.
N/A N/A N/A
14/08/13 ECE, Intermediate
Subsidiaries,and Ao-
Zhong
Holding in the Company
diluted by placement of
25,955,494 shares, with
voting power falling to
13.15%.
N/A N/A N/A
22/10/13 ECE, Intermediate
Subsidiaries , and Ao-
Zhong
Holding in the Company
diluted by placement of
51 ,822,283 shares, with
voting power falling to
11.85%.
N/A N/A N/A
27/11/13 ECE, Intermediate
Subsidiaries, and Ao-
Zhong
Holding in the Company
diluted by issue of 11,850,000
shares, with voting power
falling to 11.59%.
N/A N/A N/A
27/02/14 ECE, Intermediate
Subsidiaries, and Ao-
Zhong
Holding in the Company
diluted by issue of 13,438,333
shares, with voting power
falling to 11.31%.
N/A N/A N/A
05/03/14 ECE, Intermediate
Subsidiaries, and Ao-
Zhong
Holding in the Company
diluted by issue of 2,966,665
shares, with voting power
falling to 11.25%.
N/A N/A N/A
31/03/14 ECE, Intermediate
Subsidiaries, and Ao-
Zhong
Holding in the Company
diluted by issue of 500,000
shares, with voting power
falling to 11.24%.
N/A N/A N/A
30/06/14 ECE, Intermediate
Subsidiaries, and Ao-
Zhong
Holding in the Company
diluted by issue of 44,444
shares, with voting power
falling to 11.24%.
N/A N/A N/A
21/07/14 ECE, Intermediate
Subsidiaries, and Ao-
Zhong
Holding in the Company
diluted by issue of 99,999
shares, with voting power
falling to 11.23%.
N/A N/A N/A
04/08/14 ECE, Intermediate
Subsidiaries, and Ao-
Zhong
Holding in the Company
diluted by issue of 22,222
shares, with voting power
falling to 11.23%.
N/A N/A N/A
15/08/14 ECE, Intermediate
Subsidiaries, and Ao-
Zhong
Holding in the Company
diluted by issue of 33,333
shares, with voting power
falling to 11.23%.
N/A N/A N/A
27/08/14 ECE, Intermediate
Subsidiaries, and Ao-
Zhong
Holding in the Company
diluted by issue of 422,222
shares, with voting power
falling to 11.22%.
N/A N/A N/A
17/10/14 ECE, Intermediate
Subsidiaries, and Ao-
Zhong
Holding in the Company
diluted by issue of 207,406
shares, with voting power
falling to 11.22%.
N/A N/A N/A
31/10/14 ECE, Intermediate
Subsidiaries, and Ao-
Zhong
Holding in the Company
diluted by issue of 51,483,325
shares, with voting power
falling to 10.27 %.
N/A N/A N/A
31/10/14 ECE, Intermediate
Subsidiaries, and Ao-
Zhong
Holding in the Company
diluted by issue of 3,116,680
shares, with voting power
falling to 10.22%.
N/A N/A N/A
04/11/14 ECE, Intermediate
Subsidiaries, and Ao-
Zhong
Holding in the Company
diluted by issue of 400,000
shares, with voting power
falling to 10.21 %.
N/A N/A N/A
27/11 /14 ECE, Intermediate
Subsidiaries, and Ao-
Zhong
Holding in the Company
diluted by issue of 12,000,000
shares, with voting power
falling to 10.01 %.
N/A N/A N/A

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant
interest
Registered holder
of securities
Person entitled to be
registered as holder 8)
Nature of relevant interest (6) Class and number of
securities and Person's
votes
ECE Ao-Zhond Ao-Zhong Relevant interest under section
608(3) of the Corporations Act
2001 (Cwith)(Act) as it controls
Ao-Zhong through intermediate
subsidiaries Jiangsu and ECE
HK
62,249,812 fully paid
ordinary shares
Intermediate
Subsidiaries
Ao-Zhong Ao-Zhong Relevant interest under section
608(3) of the Act as each
controls Ao-Zhong
62.249,812 fully paid
ordinary shares
Ao-Zhong Ao-Zhong Ao-Zhong Registered Holder of the shares 62,249,812 fully paid
ordinary shares

5. Changes in association

The persons who have become associates(2) of, ceased to be associates of, or have change the nature of their associationes with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association

6. Addresses

The addresses of persons named in this form are as follows:

Name Address
Ao-Zhong International Mineral Resources Pty Ltd 27 Ternau Street, Rapid Creek, NT, Australia 0810
Hong Kong East China Non-ferrous Mineral Resources
Co., Ltd
9F, ChinaChem Century Tower, 171 Glouster Road, Wahchai, HongKong
Jiangsu Eastern China Non-ferrous Metals Investment
Holding Co., Ltd.
26, Da Guang Road, Nanjing, China
East China Mineral Exploration & Development Bureau 26, Da Guang Road, Nanjing, China

Signature

$\mathbf{x}_{\text{eff}}$

print name NAWBO JUANG capacity DURECTOR
sign here NAWBO JIANG date 17/12/2014

Page 4

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

(2) See the definition of "associate" in section 9 of the Corporations Law.

  • (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Law.
  • (4) The voting shares of a company constitute one class unless divided into separate classes.
  • (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

(6) Include details of:

  • (a) any relevant agreement or other circumstance because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Law.

(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

(8) If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write "unknown".

(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.