Annual Report
2023
Tivan Limited (Formerly TNG Limited)
30 June 2023
ABN: 12 000 817 023
Registered Office
Level 1, 16 Bennett Street
Darwin NT 0800 Australia
Tivan Limited
Contact
ABN 12 000 817 023
+61 8 9327 0900
ASX Code: TVN
engagement@tivan.com.au
tivan.com.au
Tivan Annual Report 2023
Intentionally blank page
Corporate Directory
Directors
Grant Wilson
Executive Chairman
Christine Charles
Non-Executive Director
Dr Anthony Robinson
Non-Executive Director
Dr Guy Debelle
Non-Executive Director
Tony Bevan
Company Secretary
Registered Office
Level 1, 16 Bennett Street
Darwin NT 0800 Australia
PO Box 1126
Subiaco Western Australia 6904
Telephone: (08) 9327 0900
Facsimile: (08) 9327 0901
Website: www.tivan.com.au
Email: corporate@tivan.com.au
Share Registry
Computershare Investor Services Pty Limited
Level 17, 221 St Georges Terrace
Perth WA 6000
Telephone: (08) 9323 2000
Facsimile: (08) 9323 2033
Auditors
KPMG
235 St Georges Terrace
Perth WA 6000
Domestic Stock Exchange
Australian Securities Exchange (ASX)
Code: TVN
Secondary Listings on the
European Stock Exchange
Frankfurt, Berlin, Munich and Stuttgart
Tivan Annual Report 2023
Contents
Executive Chairman’s Letter
Review of Operations
Directors’ Report
Lead Auditor’s Independence Declaration
Financial Report
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Cash Flows
Consolidated Statement of Changes in Equity
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
ASX Additional Information
Corporate Governance Statement
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Tivan Annual Report 2023
2
Executive
Chairman’s Letter
Dear Shareholders,
As you will be aware, in the second half of 2022 I led a nationwide
campaign to change management at TNG Limited. This culminated
in late November, ushering in a new era at the Company.
The campaign set a new benchmark for
shareholder activism in Australia. It was a coming
together of everyday Aussies and an illustration
of how change can be achieved through digital
technologies. I extend my thanks to shareholders
for their overwhelming support through this
tumultuous period, and for voting to change our
name to Tivan Limited at the General Meeting
in January.
In the quarters since the Board has pursued a
comprehensive program of corporate renewal and
transformation. We have defined a forward-facing
corporate mission and progressive firmwide values,
and we have upgraded corporate governance
protocols across the board. In parallel, we have
pursued an extensive outreach program that
has brought the Company into good standing
with shareholders and with stakeholders across
Australia.
Crucially, we have now the foundations in place to
build a sovereign capability of enduring strategic
significance for Australia. In Speewah, we have the
superior vanadium in titanomagnetite resource in
the world. In TIVAN+, we have a critical minerals
processing technology capable of providing a
durable competitive advantage. In Vanadium Redox
Flow Batteries, we have an Australian invention of
first-order relevance to the energy transition that is
ripe to be commercially scaled.
Importantly, we have earned the trust and respect
of the communities we are engaged with, and the
governments we are working with. Our early and
genuine engagement with the Traditional Owners
in the Northern Territory and Western Australia is
emblematic of the progress we have made, and will
hold us in good stead over the longer horizon.
Tivan also now has a world-class team and is
already viewed as an employer of choice within
the sector. Our strengthened Board and our
Technical Advisory Group has brought together
some of the most talented people in the world,
working across multiple domains of expertise. We
continue our collaboration with CSIRO meantime,
in an important example of reshoring a critical
technology to Australia.
We have also introduced A-list commercial
partners, and this will continue apace. Our global
footprint will emerge in the time ahead, and will
prioritise bilateral relationships in Japan and the US,
consistent with the global tailwinds in the critical
minerals sector.
Throughout these renewal processes we have
emphasised core values of Hard Work, Integrity,
Resilience. These values underpin the journey we
are now on, and will sustain Tivan as we confront
the challenges that still lie ahead.
While the year end report enclosed still contains
legacy items from TNG, shareholders can be
assured by having participated over the past
year in one of the most successful corporate
transformations in Australian history. We now
have a generational opportunity to build a company
of enduring value.
On behalf of the Board, I take this opportunity
to thank shareholders for their ongoing support.
Grant Wilson
Executive Chairman
Tivan Annual Report 2023
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3
Review of
Operations
Tivan Limited (Formerly TNG Limited)
Tivan Annual Report 2023 Tivan Annual Report 2023
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Highlights
Highlights for Tivan Limited during
the financial year ended 30 June 2023
(“FY23”) included:
Transformative change in management at the
Company, with a new Board instated with a
mandate to “Reset, Review, Renew”
the Company:
Election of Mr Grant Wilson
as a Non-Executive Director at the
Company’s Annual General Meeting
on 28 November 2022 and subsequent
appointment as Executive Chairman.
Election of Dr Anthony Robinson as a
Non-Executive Director at a General Meeting
on 20 September 2022.
Appointment of Ms Christine Charles as a
Non-Executive Director on 6 April 2023.
Completion of the Board’s strategic review under
the “Reset, Review, Renew” phase during
the second half of FY23 with four key findings
announced:
1. Relocation of the planned Tivan® Processing
Facility to the Middle Arm Sustainable
Development Precinct (“MASDP”) in Darwin,
the Northern Territory.
2. Acquisition of the Speewah Vanadium-
Titanium-Iron Project in
Western Australia.
MASDP
Speewah
Change of name from TNG Limited to
Tivan Limited approved by shareholders
at a General Meeting held in January 2023.
New ASX code of “TVN” effective as of
25 January 2023.
> Relocation of Tivan’s registered office and
principal place of business to Darwin.
> Recognition of Speewah as Tivan’s flagship
project and prioritisation of its development
planning as the core mission of the Company.
> Letter of Intent executed with AAPowerlink
Australia Assets Pty Ltd, a Sun Cable
renewable energy group company, to support
Tivan’s planned Tivan® Processing Facility
in MASDP.
> Memorandum of Understanding executed
with Charles Darwin University in the NT to
progress discussions on potential opportunities
for collaboration on educational and vocational
pathways.
Ms Maria Skyllas-Kazacos, Mr Stéphane
Leblanc and Mr Simon Flowers appointed as
members of the Technical Advisory Group.
Refocused facilitation role for
the Mount Peake Vanadium-
Titanium-Iron Project in support
of the commercialisation of
Speewah and the Tivan+
mineral processing technology.
Technical Advisory Group
established to provide
independent technical advice
on strategic project matters.
Comprehensive, formal
submission made by Tivan as
part of the Australian Federal
Government’s refresh of the
national Critical Minerals Strategy.
3. Strategic repositioning of Tivan as a critical
minerals company, supported by an Exploration
Alliance Agreement with EARTH AI for the
Sandover Lithium Project in the NT.
4. Tivan+ technology pathway to facilitate project
commercialisation, in collaboration with the
CSIRO; Speewah delivery timeline and Tivan+
Pilot Plant roadmap defined.
$1.9 million
Receipt of $1.9 million Research and
Development cash rebate
Review of Operations
5
Review of Operations
Company Overview
Tivan Limited is a critical minerals company
primarily focused on the development of
vanadiferous titanomagnetite (“VTM”) projects
in Australia. The Company owns two large
vanadiferous titanomagnetite deposits, the
Speewah Vanadium-Titanium-Iron Project
(“Speewah”) located 110km southwest of
Kununurra in Western Australia, and the Mount
Peake Vanadium-Titanium-Iron Project (“Mount
Peake”) located 230km north of Alice Springs in the
Northern Territory, Australia.
Over the past decade, Tivan has developed
novel patented mineral processing technology,
known as the “TIVAN® Process”, specifically with
the objective of improving the commerciality of
vanadiferous titanomagnetite deposits through an
innovative flowsheet capable of producing three
final products – vanadium pentoxide, titanium
dioxide and iron oxide fines.
The core mission of the Company is to progress
the Speewah Project in Western Australia through
development planning to a final investment
decision (“FID”) in support of delivering a critical
minerals mining and processing operation of
national significance. Tivan has established the
delivery pathway and indicative delivery timeline for
Speewah through various engineering and study
phases, concluding with a Front-End Engineering
and Design Study in support of FID.
Transformative Change
in Management
During the first half of the financial year, a
transformative change in management occurred
at the Company, with a new Board instated and
several executive management changes occurring.
The key changes included:
> The election of Mr Grant Wilson by
shareholders as a Non-Executive Director at
the Company’s Annual General Meeting on 28
November 2022; and appointment as Executive
Chairman of the Company by the Board.
> The election of Dr Anthony Robinson by
shareholders as a Non-Executive Director at a
General Meeting on 20 September 2022.
> The resignation/retirement of a number of the
Company’s directors; including Mr Paul Burton,
the Company’s former Managing Director and
CEO (resigned effective as of 25 November
2022), and Mr John Elkington, the Company’s
former Non-Executive Chairman (resigned
effective as of 20 September 2022).
The transformative change in management was
instigated as a result of the Company receiving a
shareholder request pursuant to section 249D of
the Corporations Act 2001 to put to shareholders
for their consideration resolutions to reconstitute the
Company’s Board of Directors. Dr Anthony Robinson
was appointed to the Board as a Non-Executive
Director following the shareholder meeting convened
in response to the receipt of the section 249D
notice. Subsequent to this meeting, Mr Grant Wilson
nominated for election, and was appointed, to the
Board at the Annual General Meeting.
Strategic Review
Immediately following the 2022 AGM the new Board,
led by new Executive Chairman Grant Wilson,
commenced a detailed strategic review with a
mandate to “Reset, Review, Renew” the Company.
As part of this phase, shareholders approved a
change of name from TNG Limited to Tivan Limited
at a General Meeting held in January 2023. Tivan also
adopted a new ASX code “TVN” – effective as of 25
January 2023 – following formal confirmation of the
name change.
The strategic review phase concluded in April 2023.
The Company announced four key findings during the
“Reset, Review, Renew” process, detailed as follows:
First finding: Relocation of TIVAN® Processing
Facility to the Middle Arm Sustainable
Development Precinct in Darwin
In February 2023, the Company announced
that the Board had reached agreement with the
Northern Territory Government (“NTG”) to return the
Company’s planned TIVAN® Processing Facility
(“TPF”) to the Middle Arm Sustainable Development
Precinct (“MASDP”) in Darwin. This followed
a thorough assessment of the former Board’s
development strategy for the TPF, reversing the mine
site consolidation decision made by the former Board
in September 2021.
The return to MASDP decision is supported by a
“do not deal” commitment agreed with the NTG for
the Southern Lode of Section 1817, Hundred Ayers
at MASDP (initially for six months; then extended by
another six months in August 2023). This is the site
previously proposed for the TPF prior to the former’s
Board decision to move the planned location from
MASDP to the Mount Peake mine site in central
Australia.
MASDP is a sustainable development precinct of
national strategic importance, with planning and
funding commitments from all levels of Government.
This includes a commitment of $1.5 billion from
Review of Operations (continued)
the Australian Government for common use
infrastructure in the precinct, announced in the
Federal Budget in September 2022. MASDP
provides Tivan and the TPF with material
advantages that include:
> Project facilitation via subsidised common use
infrastructure.
> Access to large-scale renewable energy
sources and water resources.
> Security of tenure.
> Streamlined environmental approval.
> Proximity to infrastructure and urbanised
workforce.
> Commercial synergies.
> Enhanced company profile.
> Promoting project financing.
Second finding: Acquisition of Speewah
Vanadium-Titanium-Iron Project in Western
Australia
In February 2023, the Company announced it
had signed a binding term sheet with ASX listed
resources company King River Resources Limited
(“KRR”) to acquire 100% of the issued capital of
Speewah Mining Pty Ltd (“SMPL”), the owner of
the Speewah Vanadium-Titanium-Iron Project.
The Speewah Project is located 100km south of
the port of Wyndham, and 110km southwest of
Kununurra, in the Kimberley region of north-east
Western Australia.
Speewah holds the largest reported vanadium in
titanomagnetite resources in Australia, and one of
the largest globally, containing JORC compliant
Measured, Indicated and Inferred Resources of
4.7 billion tonnes at 0.30% V2O5, 14.7% Fe and
3.3% TiO2 (0.23% V2O5 cut-off grade) (refer to
the Speewah Mineral Resource table). Speewah
comprises three deposits (Central, Buckman
and Red Hill), located on the western part of the
Northern Australian Craton. A laterally extensive
magnetite gabbro hosts the vanadium-titanium-
iron mineralisation within the Speewah Dome.
Beneficiation testwork undertaken by KRR on
Speewah ore to produce magnetite concentrates
confirmed that the vanadium grades in
concentrates are some of the highest returned from
any titanomagnetite resource globally. Speewah
is considered amenable to processing with the
TIVAN® Process.
Prior to the acquisition of SPML, Tivan completed
an internal study to evaluate the Mount Peake
resource against ten other VTM deposits globally
that may be amenable to the TIVAN® Process. The
study revealed Speewah as the standout resource
on the following basis:
> Very high vanadium grades in magnetite
concentrate
> Very large size, potentially providing very long
life of mine and project
> Relative proximity to port, being only ~100km
south of the Port of Wyndham
> Amenable to processing with the TIVAN®
Process
6
The Tivan Board recognised that the high
concentrate grade, and long life of the Speewah
resource, could underpin the development of the
first industrial scale TIVAN® Processing Facility.
Tivan and KRR agreed terms for Tivan to acquire
SMPL, the owner of the Speewah Project, for
total consideration of $20 million, comprising
100,000,000 in new Tivan shares (issued at
completion) and $10 million in staged cash
payments ($5 million paid to date).
The SPML acquisition completed on 11 April 2023,
delivering the Company ownership of two large-
scale VTM deposits in Australia – Speewah and
Mount Peake in the NT.
Third finding: Critical minerals focus;
Exploration Alliance Agreement with EARTH
AI for the Sandover Lithium Project
In March 2023, the Company announced that it
is strategically positioning as a critical minerals
company, providing scope for Tivan to advance
critical minerals exploration, principally in the NT.
In support and building on the renegotiation of the
terms of the Sandover Lithium Project (“Sandover”)
acquisition concluded in January 2023, Tivan
also announced it had entered into an Exploration
Alliance Agreement with EARTH AI to jointly
advance exploration activities for Sandover under a
success based model. EARTH AI is an exploration
company that utilises artificial intelligence (“AI”)
as part of a vertically integrated exploration
strategy for targeting, testing and verifying mineral
discoveries.
Sandover is located 50km south-east of the Mount
Peake Project in the NT and covers an area of
approximately 8,000km2 across two contiguous
blocks of tenements. The area is considered
prospective to host lithium-bearing pegmatites, as
seen elsewhere in the Northern Arunta Pegmatite
Province, and also sediment-hosted copper
and Iron Oxide Copper Gold (“IOCG”) deposits,
following recent work by the Northern Territory
Geological Survey. The project currently comprises
five granted exploration licences and eight
exploration licences under application.
The Exploration Alliance Agreement provides
the Company with access to innovative AI
capability for targeting and testing, an outsourced
geology solution including project management
for Sandover, drilling capability and significant
anticipated cost savings for exploration activities
including reduced costs of targeting, mapping and
drilling.
Under previous management, in August 2022 the
Company announced it had acquired the Sandover
Project from private NT-based prospectors
on acquisition terms of $25,000 per licence
(at the time, comprising 13 exploration licence
applications). In January 2023, the new Board
renegotiated the terms of acquisition with the
vendors and executed a Deed of Satisfaction under
which the parties agreed to cancel a contingent
milestone payment for the Sandover Project in
return for Tivan making a one-off payment of
$200,000 to the vendors.
Tivan Annual Report 2023 Review of Operations
7
Subsequently, Tivan announced in June 2023
that EARTH AI commenced an exploration program
which comprises AI modelling, prospective
site testing, prospect mapping and exploration
hypothesis formation, and initial drill testing.
The program’s primary objective is to leverage
AI technology to identify mineral targets that may
have been previously missed or traditionally not
explored for.
Fourth & final finding: TIVAN+ technology
pathway with CSIRO; Speewah Project
delivery timeline and Pilot Plant roadmap
In April 2023, the Company announced that it
had confirmed the preferred technology pathway
for facilitation of its vanadiferous titanomagnetite
projects through the proposed development
and commercialisation of an evolved mineral
processing technology, branded as “TIVAN+”.
In support, Tivan advised it was engaging in an
ongoing collaboration with Australia’s national
science agency, CSIRO, on the TIVAN+ technology
pathway and project facilitation. Tivan and CSIRO
had been engaging in extensive knowledge sharing
on their respective VTM processing intellectual
property, including in respect of VTM ores from
Mount Peake and Speewah. Given the embedded
capabilities and technical knowledge of both
parties, a strategic opportunity was identified to
consolidate efforts to develop an optimal VTM
processing technology pathway, TIVAN+, based on
defined aspects of the respective flowsheets.
The Board views a hybridised TIVAN+ process
route as an optimal path to project facilitation,
with the potential for significant reductions in
cost. Collaboration with CSIRO offers access to
Australian based technical expertise and laboratory
resources to expedite further testwork and
development processes. The parties intend to work
towards formalising this collaboration.
As part of this announcement, the Company
also advised it had undertaken a detailed project
planning review to establish the delivery pathway
and indicative delivery timeline for the Speewah
Project. Development of Speewah will require
completion of a Scoping Study, and industry
standard Pre-Feasibility and Feasibility studies,
concluding with a Front-End Engineering and
Design (“FEED”) Study. Permitting and approvals
processes will be undertaken in parallel with the
study and engineering workstreams. The delivery
pathway will facilitate initial, and then progressive
refinement of, capital and operating costs, as well
as the project execution plan, culminating with
the FEED Study in support of a final investment
decision.
The delivery pathway for Speewah also defined
a roadmap and indicative timeline for design,
construction, commissioning and operating of
a state-of-the-art Pilot Plant that is proposed
to validate and refine the TIVAN+ technology.
The Board views a large-scale Pilot Plant as
a prerequisite for industrial scale delivery of a
TIVAN® Processing Facility, and also the final stage
of technical validation that must be completed
to achieve project financing. The pilot project
roadmap defines the various phases required
for delivery including plans for extraction and
preparation of the ore to be beneficiated as the
feedstock for the Pilot Plant.
Other project related initiatives undertaken
A number of other project related initiatives were
announced during the strategic review including:
> In December 2022, the initial Water Extraction
Licence Application for the Mount Peake
Project Mine Site was put on hold pending the
outcome of the strategic review, with a decision
to be taken on an updated application to
include new aquifer and borefield information,
or withdrawing and resubmitting the application
to reflect revised requirements. The application
was subsequently withdrawn.
> In February 2023, the Company advised it
had made a submission to the Australian
Federal Government’s refresh of the Critical
Minerals Strategy. The submission was made
in response to the Government’s “Australia’s
Critical Minerals Strategy: Discussion Paper”
and the request for critical minerals industry
participants to respond to issues raised to
assist in formulating the new strategy.
> In February 2023, the Company advised that
with the TPF’s return to MASDP, all previous
initiatives for green hydrogen projects not
directly related to Tivan’s critical mineral
strategy had been terminated, including two
agreements with Malaysian company AGV
Energy & Technology.
> In March 2023, the Company advised it had
established a new office in Darwin in support of
the relocation of the planned TPF to MASDP.
> In March 2023, the Company advised that
it had made two advisory appointments to
assist with progression of its environmental
approvals processes – EcOz for its projects in
the Northern Territory, including for the planned
MASDP TPF and the Mount Peake Project, and
Animal Plant Mineral for the Speewah Project
in WA.
Post Strategic Review –
Transition into Project Execution
In completing the strategic review in April 2023, the
Company’s emphasis shifted to the next phase of
“Implementing & Inspiring”, focused on execution
of key initiatives and work streams in support of
the reset strategy, and continuing to inspire new
stakeholders to join the Company’s journey on the
path to project delivery. The key initiatives and work
streams announced to date in this phase include:
Letter of Intent with Sun Cable
In April 2023, Tivan announced that it had signed
a Letter of Intent with AAPowerlink Australia
Assets Pty Ltd, a Sun Cable renewable energy
group company, to support its planned TIVAN®
Processing Facility at MASDP.
Under the Letter of Intent, the parties will progress
commercial and technical discussions in support
Review of Operations (continued)
of potential offtake of 200 to 300 MW of renewable
electricity from Sun Cable’s planned Australia-Asia
PowerLink project. This renewable electricity is
proposed to supply the Company’s planned TPF.
Sun Cable plans for AAPowerLink to become one
of the world’s largest integrated renewable energy
generation, storage and transmission projects and
includes supply of up to 800 MW of solar generated
electricity to Darwin.
The synergistic relationship with Sun Cable
supports Tivan’s strategic vision to play a
facilitatory role in supporting the renewable energy
transition in the Northern Territory.
Memorandum of Understanding with
Charles Darwin University
In May 2023, the Company announced that it had
signed a Memorandum of Understanding (“MoU”)
with Charles Darwin University (“CDU”).
Under the MoU, Tivan and CDU will engage in
good faith discussions on identified opportunities
for potential collaboration between the parties
and their respective businesses in Darwin and the
NT. These opportunities may include but are not
limited to knowledge sharing on critical minerals
processing, vanadium redox flow batteries and
renewable energy technology, joint training and
research opportunities, scholarship opportunities
and developing projects that may utilise CDU’s
“REMHART” Renewable Energy Grid Testing
Facility in East Arm in Darwin.
Formalising collaboration between the parties will
be subject to the negotiation and execution of a
commercial agreement. The MoU has an initial term
of twelve (12) months.
Establishment of a Technical Advisory Group
In May 2023, the Company announced that it had
established a Technical Advisory Group (“TAG”) to
provide independent technical advice to facilitate
the progression of the Company’s vanadiferous
titanomagnetite projects. The group bolsters
Tivan’s firmwide skills matrix across a range of
fields directly relevant to the Company’s project
and commercial interests, including mining and
extraction, engineering and construction, critical
minerals processing and renewable energy
technologies.
TAG’s current external members are:
> Mr Stéphane Leblanc, globally renowned
senior mining executive;
> Mr Simon Flowers, chartered engineer and
project delivery professional; and
> Ms Maria Skyllas-Kazacos, the inventor of
Vanadium Redox Flow Batteries.
TAG’s membership is determined by Tivan’s Board.
The Board has established a Governance Charter
to provide appropriate oversight for the function of
the group and may request independent briefings
from the group on specific matters from time to
time. The group will be overseen and chaired by
Tivan’s Executive Chairman, Grant Wilson. TAG will
meet on a regular basis, and individual members
will interact with Tivan’s executive and project
teams on an ongoing basis.
8
Prioritisation of Speewah, refocus for
Mount Peake
In June 2023, the Company announced that the
Board now recognises the Speewah Project
as Tivan’s flagship project and is prioritising its
development planning as the core mission of the
Company. The Board noted the strong appeal
of the Speewah Project – the quality, size and
proximity to port of the Speewah resource, along
with its proximity to Darwin – and the strategic
commercial opportunity it represents given its
higher vanadium in concentrate grade and scope to
upscale throughput.
Mount Peake remains a key asset for Tivan,
with an initially refocused facilitation role in the
commercialisation of Speewah and the TIVAN®
mineral processing technology, and supporting the
TIVAN+ Pilot Plant Project in Darwin.
As a result, the Board made the decision to retain
the main mineral lease over the Mount Peake
Deposit (ML28341) but to relinquish the ancillary
mineral leases ML29855 (Processing), ML29856
(Camp and Airstrip) and ML30686 (Rail Siding), and
the two access authorities AA31105 (Haul Road)
and AA32037 (Borefield and Pipeline), previously
granted to support the Mount Peake development.
The Company retains the underlying granted
Exploration Licenses at Mount Peake.
There were significant on-going administrative
and access costs associated with retaining these
ancillary mineral leases and access authorities;
with the focus on Speewah, and now deferred
timeframe for development or mining activity at
Mount Peake, the Board noted it was a prudent
decision to relinquish this ancillary tenure and
significantly reduce holdings costs for the
Company. Tivan has the ability to reapply for the
ancillary mineral leases and access authorities as
required.
The carrying value of the relinquished ancillary
mineral leases and access authorities relates
primarily to access, permitting and tenement costs,
which the Company will no longer incur.
The Company has booked a non-cash impairment
of the carrying value of the relinquished tenure of
approximately $2.68 million as at 30 June 2023.
Heads of Agreement with Cambridge
Gulf Limited
In July 2023, the Company announced that it had
signed a Heads of Agreement with Cambridge
Gulf Limited (“CGL”), the operator of the Wyndham
Port in WA, to collaborate on opportunities to
support the Speewah Project, which is located
approximately 100km south of Wyndham.
CGL operates and manages Wyndham Port,
and has business interests in shipping, fuel and
logistics across Northern Australia, including
in Wyndham and Kununurra. CGL is a major
employer in Wyndham, and also operates joint
venture partnerships with a number of indigenous
organisations.
Under the Heads of Agreement, Tivan and CGL
have initiated discussions to explore potential
Tivan Annual Report 2023 Review of Operations
9
opportunities for CGL, through its Wyndham Port
operation, to support the Speewah Project, including
operational facilitation, Port services (import and
export), and logistical services between Speewah
and Wyndham Port. In addition, the parties are
evaluating potential land sites controlled by CGL,
adjacent to Wyndham Port, that could be suitable to
support operational requirements for the Speewah
Project.
Environmental Works Program initiated
for Speewah Project
In July 2023, the Company announced that it had
initiated a desktop and site-based works program to
facilitate the environmental approvals process for the
Speewah Project.
Tivan previously engaged Perth-based
environmental consultancy Animal Plant Mineral
(“APM”) to undertake an Environmental Approvals
Scoping Study for Speewah to commence early
engagement with key regulatory stakeholders,
confirm environmental approval pathways, identify
knowledge gaps in existing environmental data
and develop scopes of work for baseline technical
studies to augment current information and
support development of the environmental impact
assessment. The Environmental Approvals Scoping
Study was completed and informed the baseline
and technical required to support the Environmental
Impact Statement for Speewah.
Tivan has commissioned a number of desktop
environmental assessments with specialised
consultants including for terrestrial biology, hydrology,
hydrogeology, subterranean fauna and short-range
endemics. A two-season, comprehensive biological
survey is also required for the Speewah Project site,
consistent with the WA Environmental Protection
Authority (“WA EPA”) environmental factor guidelines.
Tivan has engaged APM to conduct these site-based
surveys, with the dry season biological field survey
commencing in early August.
Updated Speewah Development Strategy
The vision for the Company is to develop
VTM projects including Speewah through the
commercialisation of the evolved mineral processing
technology “TIVAN+”. In parallel as announced in
August 2023, the Company undertook an extensive
internal evaluation of synergistic project development
options that offer expedited timeframes, referred
to as “Project FastTrack” in the half-year update to
shareholders. The aim of this initiative was to identify
and evaluate project development options that:
> Offer faster timeframes to project
commercialisation and first revenue.
> Take advantage of Speewah’s superior
characteristics including proximity to port, low
strip ratio, high concentrate grade and large
resource size.
> Utilise a known technology pathway that has
been implemented and operated at industrial
scale.
> Achieve synergistic project facilitation steps
that are also required for a TIVAN+ project
development.
> Introduce offtake and project finance partners
that will also support a TIVAN+ project
development.
> Develop mining and beneficiation operations
consistent with a TIVAN+ project development.
Tivan’s Project Team has undertaken extensive
evaluations of alternative project options, including
a comprehensive review of alternative vanadium
processing technologies and products. A salt roast
process route was identified early in the evaluation
as a preferred alternative project option.
The internal evaluation delivered the following key
findings:
> Speewah ore is considered amenable to
salt roast processing, which is supported by
previous testwork undertaken by KRR including
the recently completed extensive testwork
program with Murdoch University.
> Speewah ore has potential to produce a high
purity (99.5%) vanadium pentoxide flake
product.
> A salt roast project for Speewah using existing
processing technology can reach production
in materially shorter timeframes than a TIVAN+
pathway.
> The preferred product for a salt roast project is
vanadium pentoxide flake, with ferrovanadium
an additional value-added option. The least
preferred product was found to be DSO,
followed by concentrate.
> The preferred location for the project is
the Speewah site, with integrated mining,
beneficiation and salt roast processing
operations. The Port of Wyndham was
extensively evaluated as an alternative
processing site. The Argyle Diamond Mine site,
recently decommissioned by Rio Tinto, was also
considered.
The internal evaluation and key findings were
presented to Tivan’s Technical Advisory Group.
Following extensive participation and review, TAG
endorsed the Project’s Team key findings from
the evaluation. On this basis, the Board of Tivan
resolved to progress a salt roast project at Speewah
(henceforth, and to aid clarity in communications,
referred to as the ‘Speewah Project’).
The development of the TIVAN+ pathway, and the
processing facility planned for MASDP remains the
longer term vision of the Board. The Board views
the Speewah Project as strongly facilitative of the
TIVAN+ pathway, and the optimal approach of
commencing commercialisation of the Speewah
resource.
Next steps to be progressed for the Speewah
Project include:
> Appointment of engineering contractors to lead
the engineering and study program.
> Formalising baseline production targets
including ore throughput and product outputs.
> Advancing a pre-feasibility study.
> Updating the project development roadmap
and schedule, with timeframes expected to be
announced in conjunction with Tivan’s AGM.
Review of Operations (continued)
> Continued advancement of Tivan’s firmwide
policy of genuine and early inclusion of First
Nations peoples, and continued progression of
tenure and land use at Speewah.
> Continued progression of the environmental
work program at Speewah.
> Continued stakeholder engagement in the East
Kimberley region, and with the Federal and WA
governments.
> Ongoing advancement of project facilitation,
including through the introduction of
commercial partners and investors in Australia
and overseas.
The Board reaffirms that the workstreams for the
Speewah Project, including mining, beneficiation,
non-process infrastructure and approvals, are
shared with the TIVAN+ pathway, thereby providing
extensive synergies and optionality.
Corporate Development –
Post Transformative Change
in Management
In parallel to the strategic review and transition
into progression of project execution initiatives,
the Company delivered and announced a number
of strategic corporate initiatives following the
transformative change in Management, including:
Research & Development Rebate
In January 2023, the Company received an amount
of $1.9 million as a refundable tax offset under the
Federal Government’s Research and Development
tax incentive scheme for eligible activities
undertaken during the 2021/2022 financial year.
The research and development activities relate to
the Mount Peake Project and the TIVAN® Process.
Adoption of new Securities Trading Policy
In March 2023, the Company announced that it had
adopted a new Securities Trading Policy, with the
aim of ensuring compliance with ASX requirements
and to align with market best practice.
Ms Christine Charles joins Tivan’s Board
On 6 April 2023, Ms Christine Charles joined the
Tivan Board in the role of Non-Executive Director.
Ms Charles is an experienced executive and
strategic advisor who has held a variety of
positions in the private, public and community
sectors, as well as in academia. Ms Charles has
extensive experience in the mining and energy
sectors, having previously spent several years in
an executive role with Newmont Mining and also
through her work within the sector as a specialist
advisor (refer to Directors’ Report for further
details).
10
Relocation of Headquarters to Darwin
In April 2023, the Company announced that it had
relocated its registered office and principal place of
business to its recently opened Darwin office. The
move strengthens Tivan’s presence in the Northern
Territory to support the next phase of planning and
stakeholder engagement for the TIVAN Processing
Facility and TIVAN+ Pilot Plant Project.
Human Resources Changes
A number of human resources changes occurred
at the Company post the 2022 AGM:
> Appointment of Mr Tony Bevan as sole
Company Secretary.
> Resignation of Ms Paula Raffo as Company
Secretary.
> Appointment of Ms Katrina Arratoon as
VP – Engagement.
> Promotion of Mr Jason Giltay to Chief
Financial Officer.
> Promotion of Mr Brendon Nicol to
Process Manager.
> Appointment of Mr Michael Christ as
Project Manager.
> Appointment of Mr Alex Botterill as
Process Engineer.
> Appointment of Ms Helen Yang as
Commercial Manager, Darwin.
> Appointment of Mr Stephen Walsh as
Chief Geologist.
> Resignation of Ms Paula Raffo as
VP – Investor Relations.
> Departure of a number of consultants.
In addition, Mr Simon Morten retired as a
Non-Executive Director of the Company on
13 July 2023.
Completion of $6 million Placement
and Share Purchase Plan
In July 2023, the Company announced that it
was undertaking a $5 million share placement
(“Placement”) to Australian and international
institutional and high net worth investors, and
a Share Purchase Plan (“SPP”) to eligible
shareholders, both at an issue price of $0.072 per
share. The issue price of $0.072 represented a 1.4%
discount to the closing share price of $0.073 on the
last trading day prior to the announcement (7 July
2023), and a 2.7% discount to the Company’s 10-
day volume weighted average price of $0.074.
The Placement was settled in two phases in July
2023, excluding the amounts to be received
from Tivan’s Directors, Dr Anthony Robinson, Ms
Christine Charles and Mr Grant Wilson, who each
agreed to invest $25,000 in the Placement subject
to shareholder approval under ASX Listing Rule
10.11 (which will be sought at Tivan’s 2023 Annual
General Meeting).
On 9 August 2023, Tivan announced that the SPP
had closed, raising $1.022 million (before costs).
The SPP and Placement combined realised net
proceeds of approximately $6 million for the
Company.
Tivan Annual Report 2023 Review of Operations
11
Dr Guy Debelle joins Tivan’s Board
> a conditional Letter of Support for the
On 1 September 2023, Dr Guy Debelle joined the
Tivan Board in the role of Non-Executive Director.
Dr Debelle is an experienced policy maker, with a
25 year career at the Reserve Bank of Australia,
including more than five years as Deputy Governor.
He has played a significant role in advancing the
sustainable finance agenda in Australia. Dr Debelle
is an adviser to the Investment Committee of
Australian Retirement Trust. He is also co-chair
of the ASFI Taxonomy Technical Experts Group
developing the Sustainable Finance Taxonomy for
the Australian economy and an honorary Professor
of Economics at the University of Adelaide. After
leaving the RBA, Dr Debelle worked at Fortescue
Future Industries as CFO and Non-executive
Director (refer to Directors’ Report for further
details).
Loan Funded Shares
On 20 January 2023, the Company provided an
update on 8 million loan funded shares outstanding
that were previously issued by the Company under
the TNG Employee Share Plan and TNG Non-
Executive Director and Consultant Share Plan (4
million with a price of 8.7c; and 4 million with price
of a 14.3c). This included 4 million loan funded
shares previously issued to the Company’s former
Managing Director and CEO, Mr Paul Burton.
Notice was provided to the holders for repayment
of the loans during the year, pursuant to the terms
of the plans; these loans were not repaid. As such,
the Company is able to facilitate a sale of the shares.
An initial two million loan funded shares were sold
by way of an off-market transfer to a third party at
a price of 8.7 cents per share (gross proceeds of
$174,000 to the Company).
Additionally, the Board resolved to terminate both
the TNG Employee Share Plan and the TNG Non-
Executive Director and Consultant Share Plan.
Mount Peake Developments –
Prior to the Transformative Change
in Management
The previous Board of Directors made a number of
other announcements during the reporting period
with respect to the Mount Peake Project, which
included:
> The Company received a total of up to A$800
million in conditional and non-binding Letters
of Support/Interest for the development of the
Mount Peake Project:
> a conditional and non-binding Letter of
Support for up to A$300 million of debt
funding from Export Finance Australia;
> a Letter of Interest including indicative key
terms for financing of up to A$300 million
from Federal Republic of Germany Export
Credit Agency, Euler Hermes; and
provision of up to A$200 million in debt
funding from the Korean official Export
Credit Agency Korea Trade Insurance
Corporation (“K-SURE”).
> The Company received expressions of interest
from Australian and International Commercial
and Investment Banks for financing the
commercial debt component for the Mount
Peake Project.
> The Company engaged Metso Outotec to
conduct a study for the Mount Peake Project
to assess the use of hydrogen reduction within
the TIVAN® Process and the integration of
Metso Outotec’s Circored™ technology into the
TIVAN® flowsheet.
Other Projects
The Company has a portfolio of secondary
exploration projects, which are currently under
review, including the Kulgera and Moonlight Projects
in the Northern Territory, and other interests in
Western Australia. Refer to the Tenements Schedule
for details.
Environment, Social and Governance
(“ESG”)
As part of the transformative change at the
Company, the Board is pursuing a comprehensive
upgrade of ESG policies to establish Tivan Limited
as an industry leader. This is an ongoing process,
that will involve further changes to the Company’s
policies, as well as additional to its human
resources capabilities.
In the financial year ended 30 June 2023, the Board
focused on high priority areas including:
> Upgrading the Company’s environmental
capabilities.
> Initiating an extensive and ongoing stakeholder
engagement program.
> Endorsing a firmwide principle of ‘Early &
Genuine Inclusion’ in respect of First Nations
peoples.
> Endorsing a firmwide principle of ‘forthright and
timely communications’.
> Terminating TNG’s scheme of loans for shares
for Directors.
> Establishing an ASX compliant share trading
policy for Directors.
The Board is fully committed to achieving
compliance with international best practices
in ESG and highly cognisant of the emerging
global sustainability finance agenda. The Board
sees a durable opportunity for Tivan to provide
industry leadership in ESG, thereby enhancing the
Company’s enterprise value and its standing as an
employer of choice.
Tivan Annual Report 2023
Review of Operations (continued)
12
As at 30 June 2023, the Company reviewed its Mineral Resources and Ore Reserves for the Mount Peake
Project and Speewah Project which are as follows:
Mount peake project mineral resources and ore reserves
Mineral Resource
The Mount Peake Mineral Resource estimate set out below (Table 1) was released in an ASX Announcement
entitled “Additional Information on the Mount Peake Resource” on 26 March 2013 in accordance with the
JORC Code (2012).
Table 1 – Mount Peake Mineral Resource estimate
Category
Measured
Indicated
Inferred
Total
Tonnes (Mt)
V2O5%
TiO2%
Fe%
Al2O%
SiO2%
118
20
22
160
0.29
0.28
0.22
0.28
5.5
5.3
4.4
5.3
24
22
19
23
8.2
9.1
10.0
8.6
33
34
38
34
Note: Mineral Resource is inclusive of Ore Reserves. Tonnage and grade figures in tables have been rounded and small
discrepancies in totals may occur. The Mineral Resource is reported using a 0.1% V2O5 cut-off. The Company is not aware of any
new information or data that materially affects the Mineral Resource estimate included in the ASX Announcement dated 26 March
2013 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 2) was reported in an ASX Announcement entitled “Mount
Peake Feasibility Results” on 31 July 2015 in accordance with the JORC Code (2012).
Table 2 – Mount Peake Ore Reserve estimate
Category
Proven
Probable
Total
Tonnes (Mt)
V2O5%
TiO2%
-
41.1
41.1
-
0.42
0.42
-
7.99
7.99
Fe%
-
28.0
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. The Company is not aware of any new
information or data that materially affects the Ore Reserve estimate reported in the ASX Announcement dated 31 July 2015 and all
material assumptions and technical parameters underpinning the assessment provided in that announcement continue to apply.
Review of Operations
1313
Speewah project mineral resources
Mineral Resource
In 2010, Runge Ltd reported a Mineral Resource estimate for the Speewah vanadium deposit in accordance
with JORC 2004. In 2012 this estimate was updated by Runge Ltd again in accordance with JORC 2004.
In 2017, KRR engaged mining industry consultants CSA Global Pty Ltd (“CSA”) to complete an updated
resource estimate for the Speewah Project, consistent with the JORC Code 2012 (refer to KRR ASX
announcement of 26 May 2017). In 2019, CSA further updated the resource estimate to include the reporting
of the TiO2 grade (refer to KRR ASX announcement of 1 April 2019), which is shown on Table 3 below.
Table 3 – Speewah project Global Mineral Resource estimate (0.23% V2O5 cut-off grade)
JORC
Classification
Tonnage
(Mt)
V(%)
V2O5%
Fe%
Ti(%)
TiO2%
Zone
High Grade
Total High Grade
Low Grade
Total Low Grade
Combined Zones
Measured
Indicated
Inferred
Measured
Indicated
Inferred
Measured
181
404
1,139
1,725
141
650
2,196
2,987
322
Indicated
1,054
Inferred
3,335
0.21
0.20
0.19
0.20
0.15
0.15
0.15
0.15
0.18
0.18
0.16
0.37
0.35
0.34
0.35
0.27
0.27
0.27
0.27
0.32
0.33
0.29
15.1
15.0
14.9
15.0
14.6
14.5
14.4
14.5
14.9
14.9
14.6
2.1
2.0
2.0
2.0
2.0
1.9
1.9
1.9
2.0
2.0
2.0
3.5
3.4
3.4
3.4
3.3
3.2
3.2
3.2
3.4
3.3
3.3
3.3
Grand Total
4,712
0.17
0.30
14.7
2.0
* Due to the effects of rounding, the total may not represent the sum of all components
* V2O5 calculated as V x 1.785
* TiO2 calculated as Ti x 1.668
Source: CSA Global
Ore Reserve
No ore reserve has been reported by KRR. Tivan intends to complete appropriate level of study to report
an ore reserve.
Tivan Annual Report 2023
Review of Operations (continued)
Competent person’s
statements
The information in this report related to the Mount
Peake Mineral Resource estimates is extracted
from an ASX Announcement entitled “Additional
Information on the Mount Peake Resource” dated
26 March 2013 in accordance with the JORC Code
(2012) and is available to view on www.tivan.com.
au and www.asx.com.au. 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 related to the
Mount Peake Ore Reserve estimates is extracted
from an ASX Announcement entitled “Mount
Peake Feasibility Results” dated 31 July 2015
in accordance with the JORC Code (2012) and
is available to view on www.tivan.com.au and
www.asx.com.au. 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 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 related to the
Speewah Mineral Resource estimate is extracted
from an ASX announcement of King River
Resources Limited (ASX: KRR) entitled “Vanadium
Resource Amendment” dated 1 April 2019 and
is available to view on www.kingriverresources.
com.au and www.asx.com.au. The Company
14
confirms that it is not aware of any new information
or data that materially affects the information
included in the original announcement, and, in the
case of estimates of Mineral Resources, that all
material assumptions and technical parameters
underpinning the estimates in the relevant
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 presented have not been
materially modified from the original market
announcement.
The information in the KRR ASX announcement
“Vanadium Resource Amendment” dated 1 April
2019 on pages 1 to 4 is based on information
compiled by Ken Rogers (BSc Hons) and fairly
represents this information. Mr. Rogers is the
Chief Geologist and an employee of King River
Resources Ltd, and a member of both the
Australian Institute of Geoscientists (AIG) and The
Institute of Materials Minerals and Mining (IMMM),
and a Chartered Engineer of the IMMM. Mr. Rogers
has sufficient experience of relevance to the styles
of mineralisation and the types of deposits under
consideration, and to the activities undertaken, to
qualify as a Competent Person as defined in the
2012 Edition of the Joint Ore Reserves Committee
(JORC) Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore
Reserves. Mr. Rogers consents to the inclusion
of the information in the KRR announcement
“Vanadium Resource Amendment” dated 1 April
2019 on pages 1 to 4 of the matters based on
information in the form and context in which it
appears.
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.
Review of Operations
15
Tenement Schedule
The Company held a direct or indirect interest in the following tenements on 24 August 2023:
Project
Mineral and ancillary Titles
Holder and Equity
Speewah
E80/2863, E80/3657, L80/43, L80/47, M80/267,
M80/268, M80/269
Speewah Mining Pty Ltd – 100%
Mount Peake EL27069, EL27941, EL29578, EL30483, EL31389,
EL31850, ML28341, EL31896
Enigma Mining Limited 100% (Enigma is a
wholly owned subsidiary of Tivan Limited)
(EL31896 is held by Tivan Limited – 100%)
Sandover
ELA33090, ELA33094, ELA33095, ELA33096,
ELA33097, EL33098, EL33099, EL33100, ELA33102,
ELA33103, EL33104, EL33105, ELA33106
Tivan Limited – 100%
Kulgera
EL32369, EL32370
Moonlight
EL32433, EL32434
Cawse
Extended
M24/547, M24/548, M24/549, M24/550
Kintore East M16/545
E and/or EL: Exploration Licence
ELA: Exploration Licence Application
L: Miscellaneous Licence
M and/or ML: Mineral Lease
Forward-Looking Statements
This report has been prepared by Tivan Limited.
This report is in summary form and does not
purport to be all inclusive or complete. Recipients
should conduct their own investigations and
perform their own analysis in order to satisfy
themselves as to the accuracy and completeness
of the information, statements and opinions
contained.
This report is for information purposes only.
Neither this nor the information contained in
it constitutes an offer, invitation, solicitation or
recommendation in relation to the purchase or sale
of Tivan Limited shares in any jurisdiction. This
report does not constitute investment advice and
has been prepared without taking into account
the recipient’s investment objectives, financial
circumstances or particular needs and the opinions
and recommendations in this announcement
are not intended to represent recommendations
of particular investments to particular persons.
Recipients should seek professional advice when
deciding if an investment is appropriate.
Enigma Mining Limited – 100% (Enigma is a
wholly owned subsidiary of Tivan Limited)
Enigma Mining Limited – 100% (Enigma is a
wholly owned subsidiary of Tivan Limited)
Tivan Limited 20% free carried to production
or can be converted to a 2% net smelter
return on ore mined. Unicorn Pit is now
excised and a wet tonne royalty applies.
Evolution Mining (Mungarri) Pty Ltd. Tivan 2%
gold return interest on production
All securities transactions involve risks, which
include (among others) the risk of adverse
or unanticipated market, financial or political
developments.
To the fullest extent permitted by law, Tivan Limited,
its officers, employees, agents and advisers
do not make any representation or warranty,
express or implied, as to the currency, accuracy,
reliability or completeness of any information,
statements, opinions, estimates, forecasts or
other representations contained in this report. No
responsibility for any errors or omissions from this
arising out of negligence or otherwise is accepted.
This report may include forward looking
statements. Forward looking statements are only
predictions and are subject to risks, uncertainties
and assumptions which are outside the control
of Tivan Limited. Actual values, results or events
may be materially different to those expressed or
implied.
Tivan Annual Report 2023
16
Directors’ Report
17
Tivan Annual Report 2023
18
The Directors of Tivan Limited (“Tivan” or “the Company”) present their report on the consolidated entity
consisting of the Company and the entities it controlled at the end of, or during, the financial year ended
30 June 2023 (hereafter referred to as the “Group”).
Directors
The directors of the Company at any time during or since the end of the financial year are as follows:
Current Directors
Mr Grant Wilson – Executive Chairman
Appointed 28 November 2022
Experience, Qualifications & Special Responsibilities
Mr Wilson led the nationally prominent campaign to change management at Tivan through the second
half of 2022. His 25-year career includes extensive experience in global finance, law, media, technology
and government. He previously held senior roles for the Government of Singapore Investment
Corporation (GIC), and he ran Civic Capital, a New York based hedge fund, from 2010 to 2018.
Mr Wilson sits on the Advisory Board of Exante Data, Inc., based in New York, where he was earlier
Head of Asia-Pacific. He holds BComm/LLB (1st) from the Australian National University and MScIPE
from the London School of Economics and Political Science.
Mr Wilson chairs the Company’s Technical Advisory Group.
Other Listed Company Directorships (last three years)
Mr Wilson has held no other directorships of publicly listed companies during the last three years.
Director’s Interest in Securities (as at the date of this report)
26,000,000 ordinary shares
Dr Anthony Robinson – Independent Non-Executive Director
Appointed 20 September 2022
Experience, Qualifications & Special Responsibilities
Dr Robinson has 24 years’ experience in Business Consulting and 18 years’ experience on Boards.
Since 2005 his focus as a consultant has been helping major and minor engineering firms to deliver
and review capital projects, and to deliver innovation programs and operational improvements.
He started his consulting career with GEM Consulting in Perth, was then a co-owner of Momentum
Partners, before joining Deloitte as a Partner in 2010. In 2013 he retired as a Partner to focus on working
directly on mining projects and on his Board roles, including as Chairman of Artrage for more than a decade.
Dr Robinson holds bachelor’s degree in commerce and in Engineering, and a PhD in Engineering,
all from the University of Melbourne.
Other Listed Company Directorships (last three years)
Dr Robinson has held no other directorships of publicly listed companies during the last three years.
Director’s Interest in Securities (as at the date of this report)
NIL
Ms Christine Charles – Independent Non-Executive Director
Appointed 6 April 2023
Experience, Qualifications & Special Responsibilities
Ms Charles is an experienced executive and strategic advisor. Currently the Managing Director of
professional services firm D4G, she provides strategic and practical advice to a range of clients,
covering social and political risk management, social and community investment, regional economic
development, leadership and business strategy.
Ms Charles has extensive experience in the mining and energy sectors, having spent several years in
an executive role with Newmont Mining. She is currently Chair of the Centre for Social Responsibility
in Mining, University of Queensland, where she is also an Adjunct Professor, and Chair of the South
Australian Government’s Resources and Engineering Skills Alliance Board. Ms Charles is a member of
the CSIRO Resources Sector Advisory Council, and also sits on the Board of Territory Generation.
Other Listed Company Directorships (last three years)
Ms Charles has held no other directorships of publicly listed companies during the last three years.
Director’s Interest in Securities (as at the date of this report)
NIL
Directors’ Report
19
Dr Guy Debelle – Independent Non-Executive Director
Appointed 1 September 2023
Experience, Qualifications & Special Responsibilities
Dr Guy Debelle is an adviser to the Investment Committee of Australian Retirement Trust and a
non-executive director at Tivan. He is also co-chair of the ASFI Taxonomy Technical Experts Group
developing the Sustainable Finance Taxonomy for the Australian economy.
Guy was the Deputy Governor of the Reserve Bank of Australia from 2016 until 2022 and prior to this
was Assistant Governor (Financial Markets) from 2007-2016. After leaving the RBA, Guy worked at
Fortescue Future Industries as CFO and non-executive director.
Dr Debelle has previously held roles at the International Monetary Fund, Bank for International
Settlements and the Australian Treasury. He has been a visiting Professor of Economics at the
Massachusetts Institute of Technology (MIT) and is currently an honorary Professor of Economics at the
University of Adelaide. Guy graduated with a Bachelor of Economics (Honours) from the University of
Adelaide and gained a PhD in Economics from MIT.
Other Listed Company Directorships (last three years)
Dr Debelle has held no other directorships of publicly listed companies during the last three years.
Director’s Interest in Securities (as at the date of this report)
NIL
Former Directors
Mr Simon Morten – former Non-Executive Director
Appointed 17 February 2020, retired 13 July 2023
Experience, Qualifications & Special Responsibilities
Mr Morten has 30 years of experience in the titanium pigment industry including extensive expertise
in pigment manufacture and processing. He spent most of his career with Cristal, which was recently
acquired by Tronox, one of the world’s leading vertically integrated producers of high-quality titanium
products and zircon, with a diverse global footprint.
Mr Morten holds a Bachelor Degree in Applied Science (Chemistry) from the University of Central
Queensland, is a graduate of the Australian Institute of Company Directors, and has served on various
Boards that controlled Cristal’s interests in Australia, the UK and China.
Other Listed Company Directorships (last three years; as at the date of retirement)
Mr Morten has held no other directorships of publicly listed companies.
Director’s Interest in Securities (as at the date of retirement)
257,942 ordinary shares & 1,400,000 Non-executive Director rights (1,400,000 Non-executive Director
rights forfeited on retirement)
Mr Paul Burton – former Managing Director and CEO
Appointed 11 August 2008; resigned 25 November 2022
Experience, Qualifications & Special Responsibilities
Mr Burton is an experienced mining executive, having worked in the resources sector throughout
Australia and overseas for the last 30 years. Previous career appointments include senior and executive
roles at Anglo American, De Beers, Normandy Mining Ltd and Minotaur Exploration Ltd.
Mr Burton holds a Bachelor of Science Honours degree (BSc Hons) in Geology, and a Master of Science
(MSc) degree in Mineral Exploration and Mining from McGill University in Canada. He is a Graduate
of the Australian Institute of Company Directors, a Fellow of the Association of Applied Exploration
Geochemists, a member of both the Australian and Canadian Institutes of Mining and Metallurgy, and a
Member of the British Institute of Directors.
Other Listed Company Directorships (last three years; as at the date of resignation)
Non-executive Director, Western Mines Group – from October 2020 to October 2022.
Director’s Interest in Securities (as at the date of resignation)
7,688,889 ordinary shares & 11,800,000 performance rights (11,800,000 performance rights forfeited
on resignation). Upon Mr Burton’s departure, notice was provided to Mr Burton to repay the loan for 4
million loan funded shares issued (treated as an option for accounting purposes) to Mr Burton pursuant
to the terms of the TNG Employee Share Plan. Pursuant to the terms of the plan, the loan was not repaid
upon his departure, hence forfeited and the Company is able to facilitate a sale of the shares and apply
the proceeds towards the repayment of the loan amount.
Tivan Annual Report 2023
Directors (continued)
20
Mr John Elkington – former Non-Executive Director and Chairman
Appointed Chair and Non-Executive Director 1 February 2019
Resigned as Chair 2 September 2022; resigned as Non-Executive Director 20 September 2022
Experience, Qualifications & Special Responsibilities
Mr Elkington is an experienced Australian mining executive and company director. His other roles include
operating as an independent mining consultant providing company management, strategic cash-flow
modelling and financial analysis, as well as project and risk management advice for consulting, mining
and development companies in the mining industry.
Mr Elkington holds a Master of Science degree (Mineral Economics) from the Western Australian School
of Mines, Curtin University. He is a Fellow of the Australian Institute of Company Directors (FAICD) and
a Fellow of the Australasian Institute of Mining and Metallurgy (FAusIMM).
Other Listed Company Directorships (last three years; as at the date of resignation)
Non-executive Director and Chair, Koonenberry Gold Limited – from June 2021 to November 2021.
Director’s Interest in Securities (as at the date of resignation)
33,334 ordinary shares & 2,800,000 Non-executive Director rights (2,800,000 Non-executive
Director rights forfeited on resignation)
Mr Neil Biddle – former Chairman and Non-Executive Director
Appointed 2 September 2022; retired 28 November 2022
Experience, Qualifications & Special Responsibilities
Mr Biddle is an experienced geologist and mining executive with a successful career spanning more
than 30 years in the exploration and mining industry. He was a co-founder and a former Executive
Director of the successful lithium producer Pilbara Minerals (ASX: PLS) and devised and implemented
the strategy which saw that company grow from a junior micro-cap into a leading global battery
materials producer.
Mr Biddle is a geologist and Corporate Member of the Australasian Institute of Mining and Metallurgy.
Other Listed Company Directorships (last three years; as at the date of retirement)
Managing Director, Greenvale Mining – from September 2020 to August 2022.
Non-Executive Director, Greenvale Mining – from August 2022.
Non-Executive Director, Trek Metals – from September 2020.
Director, Bardoc Gold – from June 2017 to April 2022.
Director’s Interest in Securities (as at the date of this report)
NIL
Ms Elizabeth Henson – former Non-Executive Director
Appointed 1 August 2022; resigned 20 September 2022
Experience, Qualifications & Special Responsibilities
Ms Henson has more than 35 years of international experience in corporate governance, business
and tax related matters. She was a Senior Tax Partner at PricewaterhouseCoopers based in London
between 2007 and 2019, and before that a Director specialising in international tax law.
Ms Henson has a Master of Laws (LLM), Tax, from Queen Mary, University of London; a Bachelor
of Laws (LLB) from Rhodes University, South Africa; and a Bachelor of Arts (BA), also from Rhodes
University, South Africa.
Other Listed Company Directorships (last three years; as at the date of resignation)
Non-executive Director, ASX and AIM-listed Future Metals Plc – from October 2021.
Non-executive Director, AIM-listed Alba Mineral Resources Plc – from December 2020.
Director’s Interest in Securities (as at the date of resignation)
NIL
Directors’ Report
21
Mr Rowan Johnston – former Non-Executive Director
Appointed 10 October 2022; retired 28 November 2022
Experience, Qualifications & Special Responsibilities
Mr Johnston is a Mining Engineer with over 30 years of experience in the mining and processing
industries and an excellent track record of project development and turnaround success. He has built
and developed mine, plant and processing infrastructure, underground and open pit mines and taken
projects from concept through to commercial production.
Other Listed Company Directorships (last three years; as at the date of retirement)
Spartan Resources Limited (formerly Gascoyne Resources Limited) – Appointed as Non-Executive
Director August 2020, Interim Non-Executive Chair January 2022 and Non-Executive Chair March 2022
Kin Mining NL – Appointed Non-Executive Director July 2022 to July 2023 and Executive Chairman
August 2023
Wiluna Mining Corporation Limited (in Administration) – Appointed Interim Non-Executive Chair of
Wiluna Mining Corporation July 2022 and Non-Executive Director from December 2021 to July 2022
Bardoc Gold Limited – Non-Executive Director from December 2019 to April 2022 and Executive
Director from October 2018 to December 2019
PNX Metals Limited – Appointed as Non-Executive Director April 2023
Director’s Interest in Securities (as at the date of retirement)
NIL
Company Secretary
Mr Tony Bevan
Experience, Qualifications & Special Responsibilities
Mr Bevan is a Chartered Accountant with a diverse background in listed companies, not for profits and
public practice. He is currently the Company Secretary of an ASX listed African mining company and
Interim CFO of a large Australian gold producer. Mr Bevan has significant commercial and governance
experience including Director/COO of a large Aboriginal Corporation in the Pilbara and Chief Executive
Officer, CFO and Company Secretary of an ASX listed civil and mining contractor. Before that, he was an
audit and corporate finance partner in major accounting firms.
Mr Bevan was appointed Joint Company Secretary on 15 September 2022 and sole Company
Secretary on 19 January 2023.
Tivan Annual Report 2023
22
Board Meetings
The number of Board meetings held during the financial year, and the attendance of the Directors at each
meeting, were as follows:
Director
Grant Wilson1
Anthony Robinson2
Christine Charles3
Simon Morten
Paul Burton4
John Elkington5
Neil Biddle6
Elizabeth Henson7
Rowan Johnston8
Board Meetings
A
17
19
5
21
4
2
2
1
1
B
17
19
5
21
4
2
2
1
1
A Number of meetings attended
B Number of meetings held during the time the director held office during the year
Notes:
1. Elected as a Director and appointed Executive Chairman as of 28 November 2022
2. Elected as Non-Executive Director on 20 September 2022
3. Appointed as Non-Executive Director on 6 April 2023
4. Resigned as CEO & Managing Director on 25 November 2022
5. Resigned as Chairman on 2 September 2022, resigned as Non-Executive Director on 20 September 2022
6. Appointed as Non-Executive Chairman on 2 September 2022, retired as Chair and Non-Executive Director on 28 November
2022
7. Appointed as Non-Executive Director on 1 August 2022, resigned as Non-Executive Director on 20 September 2022
8. Appointed as Non-Executive Director on 10 October 2022, retired as Non-Executive Director on 28 November 2022
Due to the Company’s size and level of operations,
on 30 May 2019 the Board resolved to suspend
the Audit Committee and the Remuneration
Committee and have the Board assume these
functions.
Principal Activities
The principal activities of the Group during the
course of the financial year were the continued
evaluation and development planning for its
vanadiferous titanomagnetite projects, including
Mount Peake and the recently acquired Speewah
Project, and the TIVAN® mineral processing
technology.
On 30 June 2023, the Company announced its
priority focus was the Speewah Project, with
Mount Peake to remain an important asset for the
Company, initially in a facilitation role for Speewah
and the TIVAN® mineral processing technology.
Details are set out in the Review of Operations on
pages 3 to 15.
Review & results of operations
A review of the operations during the financial year
is set out on pages 3 to 15.
The operating loss of the Group after income tax
for the year was $7.082 million (2022: loss $4.895
million). The Group capitalised (net of rebates and
previously capitalised amounts expensed in the
year) $21.265 million (2022: $4.604 million) on
Exploration and Evaluation for the year.
Total assets as on 30 June 2023 were $81.517
million (2022: $73.401 million). Net assets on 30
June 2023 were $71.923 million (2022: $70.847
million)
As at 30 June 2023, the Group held $1.298 million
(2022: $14.442 million) in cash.
Significant Changes in the
State of Affairs
Significant changes in the state of affairs of the
Group during the financial year are detailed in
the Review of Operations on pages 3 to 15. In
the opinion of the Directors, there were no other
significant changes in the state of affairs of the
Group that occurred during the financial year
under review not otherwise disclosed in this Annual
Report.
Dividends
No dividends were paid during the year and the
Directors have not declared a dividend and do not
recommend payment of a dividend.
Directors’ Report
23
Events Subsequent to
Reporting Date
The following events occurred subsequent to the
financial year ended 30 June 2023:
> On 12 July 2023, the Company announced that
it was undertaking a $5 million Placement and
a Share Purchase Plan, both at an issue price
of $0.072 per share. On 9 August 2023, the
Company announced that the Placement and
Share Purchase Plan combined realised net
proceeds of approximately $6 million.
> On 13 July 2023, the Company announced
that it had signed a Heads of Agreement
with Cambridge Gulf Limited, the operator of
the Wyndham Port in WA, to collaborate on
opportunities to support the Speewah Project.
> On 13 July 2023, the Company announced that
Mr Simon Morten retired as a Non-Executive
Director.
> On 13 July 2023, the Company announced that
the Company’s Executive Chairman, Mr Grant
Wilson, committed to an extension of the term
of his role to 28 November 2025.
> On 13 July 2023, the Company released a
presentation including details on the Project
Fast Track initiative.
> On 20 July 2023, the Company announced
that it had initiated a desktop and site-based
works program to facilitate the environmental
approvals process for the Speewah Project.
> On 23 August 2023, the Company announced
an updated development strategy for the
Speewah Project, focused on development of
the TIVAN+ pathway and the processing facility
planned for MASDP as the longer term vision,
and in parallel progression of a salt roast project
at Speewah following an internal evaluation of
alternative vanadium processing technologies
and products.
> On 24 August, the Company announced it had
agreed with the Northern Territory Government
a 6 month extension on the commitment “not
to deal” on the proposed site for the planned
TIVAN® Processing Facility in the Middle Arm
Sustainable Development Precinct in Darwin.
> On 1 September 2023, the Company
announced that it had appointed Dr Guy
Debelle as a Non-Executive Director.
> On 22 September 2023, the Company
announced the appointment of engineering
group Hatch to complete an engineering review
for the pre-feasibility study for Speewah.
In the opinion of the Directors, there are no other
matters that have arisen since the end of the
financial year that may significantly affect:
> the operations of the Group in future financial
years;
> the results of those operations in future financial
years; or
> the Group’s state of affairs in future financial
years.
Likely Developments
The Group during the course of the 2024 financial
year will continue to primarily focus on the
continued evaluation and development planning
for its vanadiferous titanomagnetite projects,
and the TIVAN® mineral processing technology,
to progress towards a final investment decision.
Activities are planned to include:
> progression of engineering and approvals work
streams for the Speewah Project;
> progression of the TIVAN+ technology and
TIVAN+ Pilot Plant Project pathways; and
> further exploration at the Sandover Lithium
Project.
The material business risks faced by the Group that
are likely to have an effect on its financial prospects,
and how the Group manages these risks, are:
> Future capital needs – the Group does not
currently generate cash from its operations
given their stage of development, and will
therefore require further external funding to
meet its corporate expenses and progress
its plans for its projects, including for the
Speewah Project, TIVAN+ technology and
Pilot Plant. Whilst the Company has a strong
track record of raising new capital to fund its
activities, there is no assurance that the Group
will be successful in raising additional capital on
acceptable terms in the future, including to fully
finance and develop its projects.
> Exploration and development risks – whilst
there are JORC compliant resources defined at
the Company’s main projects, there is a risk that
its mineral deposits may not be commercially
viable subject to factors outside of the Group’s
control including development costs, changes
in mineralisation, consistency and reliability of
ore grades and commodity prices. The Group
employs geologists, technical specialists and
external consultants where appropriate to
mitigate these risks to the extent possible.
> Commodity price and exchange rate risks – as
a Group which is focused on the development
of its Vanadium-Titanium-Iron projects, the
Group is exposed to movements in these
commodity prices, which are quoted in foreign
currencies. The Group monitors historical and
forecast pricing for these commodities from a
range of sources in order to inform its planning
and decision making.
> Climate change regulation – mining of mineral
resources is relatively energy intensive and is
largely dependent on the consumption of fossil
fuels. Increased regulation and government
policy designed to mitigate climate change
may adversely financially impact the Group’s
projects and operations, and adversely impact
the financial performance of the Group.
Tivan Annual Report 2023
24
Environmental Regulation
The Group holds various mineral licences to
regulate its activities in Australia. These licences
include conditions and regulation with respect
to the management and rehabilitation of areas
disturbed during the course of its activities. The
Board believes that the Group has adequate
systems in place for the management of its
environmental requirements and is not aware of
any breach of those environmental requirements
as they apply to the Group.
Indemnification of Directors
and Officers
The Company has agreed to indemnify current and
former Directors and officers against all liabilities
to another person (other than the Company or a
related body corporate), including legal expenses
that may arise from their position as Directors and
Officers of the Company and its controlled entities,
except where the liability arises out of conduct
involving a lack of good faith or for a pecuniary
penalty under section 1317G or a compensation
order under section 1317H of the Corporations Act
2001.
Insurance Premiums for
Directors and Officers
During and since the end of the financial year, the
Company has paid premiums to insure each of the
Directors and Officers against liabilities for costs
and expenses incurred by them in defending any
legal proceedings arising out of their conduct while
acting in the capacity of director of the Company,
other than conduct involving a wilful breach of duty
in relation to the Company.
Proceedings on Behalf
of the Group
No person has applied for leave under section
237 of the Corporations Act 2001 of Court to bring
proceedings on behalf of the Group or intervened
in any proceeding to which the Group is a party for
the purpose of taking responsibility on behalf of the
Group for all or any part of those proceedings. The
Group was not a party to any such proceedings
under section 237 of the Corporations Act 2001
during the financial year.
Share Options and Rights
Unissued shares under options
At the date of this report, unissued shares of the
Company under options are:
Number
Exercise price
per option $
Expiry
Date
17,354,824
$0.18
20-Dec-24
These options were issued to Canaccord Genuity
on 21 December 2021 as part payment for
corporate advisory services and expire on the
expiry date. All unissued shares will be ordinary
shares of the Company. These options do not
entitle the holder to participate in any share issue of
the Company or any other body corporate.
No options were issued during or since the end of
the financial year.
No shares were issued on exercise of options
during or since the end of the financial year.
Unissued shares under non-executive director
(“NED”) rights
At the date of this report, there were no NED rights
issue on issue, with 4,200,000 being forfeited
during and since the end of the financial year in
accordance with their terms and conditions. The
NED rights were granted in previous financial years.
No NED rights were issued during or since the end
of the financial year.
Further details about share-based payments to
directors and key management personnel are
included in the Remuneration Report.
Unissued shares under performance rights
At the date of this report, unissued shares of the
Company under performance rights are:
Number
6,050,000
Vesting period end date
17-Dec-23
During and since the end of the financial year,
24,300,000 performance rights were forfeited
in accordance with their terms and conditions.
The performance rights were granted in previous
financial years.
No performance rights were issued during or since
the end of the financial year.
All unissued shares will be ordinary shares of the
Company. These performance rights do not entitle
the holder to participate in any share issue of the
Company or any other body corporate.
Further details about share-based payments to
directors and key management personnel are
included in the Remuneration Report.
Directors’ Report
25
Rounding
The Group is of a kind referred to in ASIC
Corporations (Rounding in Financial/Directors’
Reports) Instrument 2016/191 and in accordance
with that instrument, amounts in the Consolidated
Statements and Directors’ Report have been
rounded off to the nearest thousand dollars, unless
otherwise stated.
Non-Audit Services
During the year, KPMG provided non-audit
services. The Directors are satisfied that the
provision of non-audit services is compatible with
the general standard of independence for auditors
imposed by the Corporations Act 2001 (Cth). The
nature and scope of each type of non-audit service
provided means that auditor independence was
not compromised. Refer to Note 7 in the Financial
Report.
Lead Auditor’s Independence
Declaration
The Lead Auditor’s Independence Declaration as
required under section 307C of the Corporations
Act 2001 (Cth) immediately follows this Directors’
Report and forms part of the Directors’ Report for
the financial year ended 30 June 2023.
Tivan Annual Report 2023
26
Remuneration Report (Audited)
This Remuneration Report for the year ended
30 June 2023, which has been audited, details
the remuneration arrangements for the Key
Management Personnel (“KMP”) of the Company
in accordance with the requirements of the
Corporations Act 2001 and its regulations.
1. Introduction
The Remuneration Report details the remuneration
arrangements for KMP who are defined as having
the authority and responsibility for planning,
directing and controlling the major activities of the
Group, and include both Executives and Non-
Executive Directors (“NED”) for the purpose of this
report. The KMP covered in this Remuneration
Report are:
Executives
> Mr Grant Wilson – Executive Chairman
(appointed Executive Chairman effective as of
28 November 2022)
> Mr Jason Giltay – Chief Financial Officer
(appointed 2 December 2022) (former
General Manager Commercial & Corporate
Development (appointed 8 July 2018)
Non-Executive Directors
> Dr Anthony Robinson
(appointed 20 September 2022)
> Ms Christine Charles (appointed 6 April 2023)
Non-Executive Director Dr Guy Debelle was
appointed on 1 September 2023 subsequent to
the end of the financial year and is therefore not
included in the KMP remuneration tables for the
year ended 30 June 2023.
Former Directors and Executives
> Mr Simon Morten – former Non-Executive
Director (appointed 17 February 2020,
retired 13 July 2023)
> Mr Paul Burton – former Managing Director
& CEO (appointed a Director 11 August 2008,
resigned 25 November 2022)
> Mr John Elkington – former Non-Executive
Director/Chairman (appointed 1 February 2019,
resigned 20 September 2022)
> Mr Neil Biddle – former Non-Executive
Chairman (appointed 2 September 2022,
retired on 28 November 2022)
> Ms Elizabeth Henson – former Non-Executive
Director (appointed 1 August 2022,
resigned 20 September 2022)
> Mr Rowan Johnston – former Non-Executive
Director (appointed 10 October 2022,
retired 28 November 2022)
> Mr Jonathan Fisher – former Chief Financial
Officer (appointed 15 February 2021,
departed 3 October 2022)
> Ms Paula Raffo – former Company Secretary
(appointed 1 September 2020, resigned as
Company Secretary 18 January 2023)
2. Remuneration Governance
a. The Board is directly responsible for the
review of remuneration packages and policies
applicable to Executives and Directors as
well as oversight of incentive structures,
superannuation entitlements and performance
evaluation for all Directors.
b. The Board commenced a review of firmwide
Executive Remuneration Arrangements and
Principles in the June quarter 2023. This review
is expected to be completed by September and
brought to shareholders ahead of the Annual
General Meeting.
c. For presentational clarity, the Executive
Remuneration Arrangements and Principles
shown below in section 3.1 and 3.2 are referred
to in paratheses as ‘TNG’.
3. Executive Remuneration
Arrangements and Principles
3.1 Remuneration principles and strategy (TNG)
The Company’s remuneration policy is designed
to align the interests of the KMP with the interests
of shareholders, cognisant that the Company’s
success is driven by its ability to recruit, retain and
motivate high-quality personnel and Directors. The
Company’s remuneration policy is designed as
follows:
> Structure remuneration practices to align with
the Company’s wider objectives and strategies.
> Provide a fixed remuneration component and,
where appropriate, offer specific short-term
(cash bonuses) and long-term (equity schemes)
incentives that align with the Company’s
performance.
> Align remuneration with role, responsibilities
and commitment.
> Utilise external independent advice on
remuneration on an as required basis.
> Establish specific remuneration by taking
into account the stage of the Company’s
development, market conditions and
comparable salary levels for companies of
a similar size and stage of development and
operating in a similar sector.
The Board believes that this remuneration policy is
appropriate given the stage of development of the
Company and is appropriate in aligning personnel
performance with shareholder and business
objectives. The Board believes this policy has been
effective in attracting and retaining appropriately
qualified and experienced personnel to effectively
manage the Company’s activities and progress the
Company’s strategies.
3.2 Approach to setting remuneration (TNG)
In FY23, the executive remuneration framework
consisted of fixed and variable remuneration as
described below.
Directors’ Report
Remuneration Report (Audited) (continued)
27
3.2.1 Fixed remuneration (TNG)
Option Plan
Fixed remuneration consists of base salary, as well
as employer contributions to superannuation funds.
Remuneration levels are reviewed annually by the
Board through a process that considers individual
performance, the market and overall performance
of the Company. A senior executive’s remuneration
is also reviewed on promotion.
3.2.2 Variable remuneration (TNG)
Variable remuneration consists of performance
linked remuneration including short and long-term
incentives designed to incentivise and reward
Executives for meeting or exceeding specific
objectives or as recognition for strong individual
performance.
Short-term incentives
Short-term incentives may be provided in the
form of cash bonuses, as set out in individual
employment agreements or as determined by the
Board. They are used to encourage and reward
exceptional performance in the realisation of
strategic outcomes and growth in shareholders’
wealth.
The Company (through the Board) has the
discretion to grant to the Executives additional
incentives from time to time in connection with
the achievement of significant milestones for the
Company or otherwise in recognition of services to
the Company.
No short-term incentives were awarded during the
reporting period.
Long-term incentives
Long term incentives comprise of shares, options
and performance rights which are granted from
time to time to attract and retain talented and
high calibre personnel who are able to deliver
the Company’s business objectives. Incentive
securities are also used to ensure remuneration
is competitive in relation to the broader market
and is linked to role, experience and performance,
and to ensure remuneration is compatible with
the Company’s phase of development and cash
position.
There is no policy currently in place for the KMP to
limit their exposure to risk in relation to the shares
held and share options granted as part of their
remuneration.
As at the date of this report, the following long-term
incentive plans were in place:
> Option Plan (approved by shareholders at 2020
AGM)
> Performance Rights Plan (approved by
shareholders at 2018 AGM; refreshed at 2021
AGM)
> Non-Executive Director Rights Plan (approved
by the former Board in May 2020)
The Board of Tivan is currently reviewing the
structure of the Company’s long-term incentives,
which extends to a review of these security plans
put in place by the former Board.
Under the Option Plan, Eligible Employees (being a
full or part time employee (including an Executive
Director, a Non-Executive Director, a contractor, a
casual employee or a prospective participant of the
Company or its subsidiaries)) may be granted options
as part of their remuneration or fees. Each option
entitles the holder to subscribe for and be allotted
one Tivan share at an exercise price per option to
be determined by the Board at the time it resolves to
make offers of options, having regard to such matters
as the Board considers appropriate (but which
exercise price will not be less than the market value of
a share at that time).
Options are granted for no consideration, may be
subject to vesting conditions or vest on grant date and
do not carry voting rights or dividend entitlements.
During or since the end of the reporting period, no
options were issued or vested under the plan.
During the year 15,000,000 options have been
forfeited.
Performance Rights Plan
The former Board established the Performance
Rights Plan to attract and retain talented key
personnel required for the successful delivery the
Company’s business objectives and to appropriately
incentivise its senior leadership team to drive
company performance for the benefit of Tivan and all
shareholders.
The Performance Rights Plan contemplates the issue
to Eligible Executives (being actual and prospective
full-time, part-time or casual employees, executive
Directors (excluding Non-Executive Directors) and
consultants) of rights which carry the entitlement
to be issued shares on satisfaction of performance
conditions determined by the Board (“Performance
Rights”).
The Performance Rights will vest only upon
satisfaction of certain key performance/vesting
conditions as set by the Board and will entitle the
holder to one fully-paid ordinary share for each vested
right.
Each Right will, upon vesting and exercise, result in
the issue of one ordinary share in the Company. No
issue price or exercise price is payable for the Rights.
The Board determines (in its sole discretion) the
extent to which the relevant vesting conditions have
been satisfied. Rights may vest (and be exercised
into shares) progressively as vesting conditions are
satisfied.
During or since the end of the reporting period, no
performance rights were issued or vested under the
plan.
As on the date of the report 24,300,000 Performance
Rights have been forfeited.
Non-Executive Director (NED) Rights Plan
The former Board established the NED Rights Plan to
attract and retain talented Non-Executive Directors
and to align the interests of NEDs with those of
shareholders in order to increase shareholder value
by enabling Eligible NEDs to share in the future growth
and profitability of the Company.
Tivan Annual Report 2023
Remuneration Report (Audited) (continued)
The NED Rights Plan contemplates the issue to
Eligible NEDs of rights which carry the entitlement to
be issued fully-paid ordinary shares on satisfaction
of vesting conditions determined by the Board
(“NED Rights”).
While some corporate governance bodies
suggest that NED remuneration should not be
linked to performance, in the circumstances of
Tivan and its current stage of development, the
former Board considered that it is appropriate to
adequately incentivise and reward NEDs (including
as an attraction and retention tool) based on
performance and achievement of key milestones.
The former Board was of the view that having NED
Rights vesting linked to performance conditions
will not compromise the Board’s objectivity and
independence and all decisions will continue to
be made solely in the interests of Tivan and all
shareholders.
The key terms of the NED Rights Plan are the same
as the key terms of the Performance Rights Plan,
except that NED Rights may only be issued to Non-
Executive Directors.
During or since the end of the reporting period, no
NED rights were issued. As on the date of the report
4,200,000 NED rights have been forfeited.
3.3 Termination of Plans
During the financial year, the Board resolved to
terminate both the TNG Employee Share Plan and
the TNG Non-Executive Director and Consultant
Share Plan. Notice was provided to the holders for
repayment of the loans during the year, pursuant to
the terms of the plans; these loans were not repaid.
As such, the Company is able to facilitate a sale of
the shares and apply the sale proceeds towards
the repayment of the loan amount. The loans are
limited recourse, meaning if the shares are sold the
proceeds will be taken to repay the loan in full even if
the sale proceeds are less than the value of the loan.
3.4 Executive contracts
Grant Wilson – Executive Chairman
In December 2022, the Company announced terms
of the appointment of Mr Grant Wilson as Executive
Chairman of the Company, including the intent
to issue up to 30 million options in the Company
subject to shareholder approval. At the date of this
report, this shareholder approval has not yet been
sought (proposed to be sought at the upcoming
2023 AGM).
> Term of Agreement: ongoing subject to
termination for convenience by mutual
agreement.
> Salary: $250,000 per annum excluding
superannuation.
> Notice period: three months.
> Long term incentives: Options to acquire
ordinary fully paid shares with the following
key terms:
1.
10 million options with an expiry date of 30
Jun 2025 and exercise price of $0.30 per
option
28
30 Jun 2026 and exercise price of $0.40
per option
3. 10 million options with an expiry date of 30
Jun 2027 and exercise price of $0.50 per
option
The issue of these options is subject to shareholder
approval. There are no performance conditions
attached to these options as per the employment
contract; however, the setting of an exercise price
above the Company’s share price reflects an
alignment with the ability to benefit from the option
award and increased shareholder value.
Jason Giltay – Chief Financial Officer
> Term of Agreement: ongoing subject to
termination by either party.
> Salary: $300,000 per annum excluding
superannuation.
> Notice period: three months.
Former Executives
Paul Burton – former Managing Director & CEO
(resigned on 25 November 2022)
> Term of Agreement: ongoing subject to
termination by either party.
> Salary: $476,100 per annum excluding
superannuation.
> Incentive Bonus: An incentive bonus based on
market capitalisation (“MCIB”) equivalent to
20% of base salary, payable when the market
capitalisation of Tivan reaches trigger points set
by the Board: $200 million; $300 million; $400
million; $500 million; and any additional trigger
points as agreed in writing between Tivan and
Mr Burton from time to time or at the Board’s
discretion.
> The incentive will be payable in cash or (subject
to shareholder approval) an equivalent amount
in Tivan shares. If the market capitalisation
of Tivan remains above a trigger point for a
continuous period of at least three months, then
base salary will increase (with effect from the
end of the three-month period) by the amount of
the relevant MCIB payment.
> Early termination: The Company to give 12
months’ written notice or make a payment
for any notice period actually worked plus an
amount equivalent to the lesser of 12 months’
salary and the amount calculated in accordance
with section 200F(2)(b) of the Corporations Act
2001 (Cth). Mr Burton to provide six months’
written notice. This applies to any reason other
than gross misconduct.
Jonathan Fisher – former Chief Financial Officer
(departed on 3 October 2022)
> Term of Agreement: ongoing subject to
termination by either party.
> Salary: $350,000 per annum excluding
superannuation.
2. 10 million options with an expiry date of
> Notice period: three months.
Directors’ Report
Remuneration Report (Audited) (continued)
29
> 3.5 Non-Executive Director remuneration
With respect to the remuneration of Non-Executive Directors:
> The full Board determines the remuneration of the Non-Executive Directors.
> Non-Executive Director remuneration is reviewed annually, based on market practice, duties and
accountability.
> The maximum aggregate amount of Directors fees is subject to shareholder approval at a General
Meeting.
> To align Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in
the Company and may receive long-term incentive securities if approved by shareholders.
Total remuneration for all Non-Executive Directors, approved by shareholders at the 2015 General Meeting,
is not to exceed $500,000 per annum. The current fee structure is as follows:The current fee structure is as
follows:
> Base fees for the Non-Executive directors range between $75,000 and $100,000 per annum plus
superannuation.
> Non-Executive Directors are not provided with retirement benefits apart from statutory superannuation.
4. Consequences of performance on shareholder wealth
In considering the consolidated entity’s performance on shareholder wealth, the Directors note that at this
stage of development, as a company in a pre-planning phase for development of its mineral resources
assets and with no operational assets, there is no relevant direct link between the Company’s financial
performance and earnings, and the advancement of shareholder wealth.
Profit/(loss) attributable
to owners of the Company
Dividends paid
Share price at 30 June
Change in share price
Return on capital employed
2023
2022
2021
2020
2019
(7,082,020)
(4,894,658)
(2,904,883)
(2,885,329)
(3,089,785)
-
-
-
-
-
$0.074
$0.050
$0.060
$0.061
$0.104
48%
(6%)
(17%)
(7%)
(2%)
(4%)
(41%)
(4%)
(16%)
(3%)
Tivan Annual Report 2023
Remuneration Report (Audited) (continued)
Remuneration Report (Audited) (continued)
30
5. Directors’ and Executive Officers’ Remuneration
Details of the nature and amount of each major element of remuneration of each Director of the Company,
and KMP of the Group, are detailed below.
Base
Remuneration
Short Term
Salary,
& Fees
Superannuation Bonus Termination
Benefit
Total
Other Long
Term
Annual &
Long Service
Leave13
Long
Term
Share
Based
Payments14
Grand
Total
Proportion of
remuneration
performance
related %
Executives
Grant Wilson1
2023 144,231
15,144
2022
-
Jason Giltay2
2023 286,846
2022 266,827
Directors
Anthony Robinson3 2023
61,392
2022
-
Christine Charles4
2023
17,708
2022
-
Former Directors & Executives
Simon Morten5
2023 78,6255
Paul Burton6
2022 60,000
2023 201,427
2022 476,100
Jonathan Fisher7
2023 94,230
-
30,119
26,683
-
-
1,859
-
7,219
6,000
27,500
47,610
19,082
2022 350,000
35,000
Paula Raffo8
2023
41,654
2022 189,654
John Elkington9
2023 78,8679
Neil Biddle10
2022 155,300
2023
31,970
2022
-
Rowan Johnston11
2023
8,389
2022
-
Elizabeth Henson12
2023
9,760
2022
-
4,374
18,965
2,800
12,000
-
-
881
-
-
-
Total
2023 1,055,099
108,978
2022 1,497,881
146,258
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
11,095
170,470
300,000
470,470
65%
-
8,610
3,309
-
-
-
325,575
(54,396)2
271,179
-
-
296,819
53,733
350,552
15%
-
-
-
-
-
-
61,392
-
19,567
-
-
-
-
-
61,392
-
19,567
-
85,844
(27,979)5
57,865
-
-
-
-
-
66,000
34,953
100,953
35%
518,332
9,015
756,274
(488,750)15
267,524
-
-
146,555
670,265
317,027
987,292
38%
137,500
3,210
254,022
(384,936)15
(130,914)
-
11,398
396,398
286,147
682,545
43%
6,342
12,240
-
-
-
-
-
-
-
-
52,370
(43,455)8
8,915
220,859
40,300
261,159
81,667
(107,773)15
(26,106)
167,300
69,907
237,207
-
16%
-
29%
31,970
-
9,270
-
9,760
-
-
-
-
-
-
-
31,970
-
9,270
-
9,760
-
-
-
-
-
-
-
-
-
655,832
38,272
1,858,181
(807,289)
1,050,892
-
173,502
1,817,641
802,067
2,619,708
-
-
-
-
-
-
-
-
-
-
-
Appointed as Director and Executive Chairman effective as of 28 November 2022
1.
2. Appointed as Chief Financial Officer on 2 December 2022, former General Manager – Commercial and Corporate Development. Share based payments
(non-cash item) for the year ended 30 June 2023 relating to previously issued performance rights have been reversed for certain classes with milestones
which are deemed unlikely to be achieved prior to expiry; all existing performance rights expire on 17 December 2023 if not vested/exercised, with full reversal
of share based payments as required to be accounted for in the financial statements as at 31 December 2023 post the performance rights expiry date
3. Elected as Non-Executive Director on 20 September 2022
4. Appointed as Non-Executive Director on 6 April 2023
5. Salary and fees includes consulting fees, refer to section 6 of the remuneration report. Share based payments (non-cash item) for the year ended 30 June
2023 relating to previously issued NED rights have been reversed for certain classes with milestones which are deemed unlikely to be achieved prior to expiry;
Mr Morten’s NED rights subsequently have forfeited post balance date (following retirement), with full reversal of share based payments to be accounted for in
the financial statements as at 31 December 2023
6. Resigned as CEO & Managing Director on 25 November 2022; short term termination benefit cash payment relates to agreed payments at resignation
7. Departed on 3 October 2022
8. Resigned as Joint Company Secretary on 18 January 2023, Share based payments (non-cash item) for the year ended 30 June 2023 relating to previously
issued performance rights have been reversed for certain classes with milestones which are deemed unlikely to be achieved prior to expiry; Ms Raffo’s
performance rights subsequently have forfeited post balance date (following resignation), with full reversal of share based payments to be accounted for in the
financial statements as at 31 December 2023
9. Resigned as Chairman on 2 September 2022, resigned as Non-Executive Director on 20 September 2022. Salary and fees include consulting fees (refer to
section 6 of the remuneration report ).
10. Appointed as Non-Executive Chairman on 2 September 2022, retired as Non-Executive Chairman on 28 November 2022
11. Appointed as Non-Executive Director on 10 October 2022, retired as Non-Executive Director on 28 November 2022
12. Appointed as Non-Executive Director on 1 August 2022, resigned as Non-Executive Director on 20 September 2022
13.
14. Equity-settled remuneration (Non-Cash) expensed based on the value of the performance rights, NED rights and options vesting over the period ended 30
Includes accrued annual leave and long service leave not taken over and above base salary detailed within the service contracts item 3.3
June 2023 and 30 June 2022.
15. Reversal of previously expensed equity-settled remuneration (Non-Cash),not yet vested, based on the value of the rights and options on the date of the
resignation, when rights and options forfeited
Directors’ Report
Remuneration Report (Audited) (continued)
Remuneration Report (Audited) (continued)
31
5.1 Analysis of bonuses included in the remuneration
There was no bonus awarded to any KMP during the reporting period.
5.2 Equity instruments
Rights and options refer to NED rights and performance rights and options over ordinary shares of Tivan
Limited, which are exercisable on a one-for-one basis under the respective long-term incentive plans.
5.2.1 Rights and options over equity instruments granted as compensation
No rights or options over ordinary shares in the Company were granted as compensation to any Director or
KMP during the reporting period.
In December 2022, the Company announced terms of the appointment of Mr Grant Wilson as Executive
Chairman of the Company, including the intent to issue up to 30 million options in the Company subject to
shareholder approval. At the date of this report, this shareholder approval has not yet been sought and the
options have not been formally granted and issued. However the remuneration expense has been accrued
in the remuneration report. As per accounting standards, the options will be revalued to their fair value at
formal grant date.
The inputs used in the measurement of the fair values at grant date of the options (deemed 30 June 2023)
were as follows:
Options
Valuation Date
Underlying security spot price
Exercise price
Expiry date
Remaining Life of the Options (years)
Volatility
Risk-free rate
Dividend yield
Number of Options
Valuation per Option
Valuation per Tranche
Tranche A
Tranche B
Tranche C
30 June 23
30 June 23
30 June 23
$0.074
$0.300
$0.074
$0.400
$0.074
$0.500
30 June 25
30 June 26
30 June 27
2.00
75%
3.00
75%
4.00
75%
4.175%
4.030%
3.950%
-
-
-
10,000,000
10,000,000
10,000,000
$0.007
$70,000
$0.010
$0.013
$100,000
$130,000
5.2.2 Exercise of options granted as compensation
During the period no options were exercised by any KMP.
5.2.3 Details of equity incentives affecting current and future remuneration
Details of vesting profiles of the Performance and NED Rights held by each key management person of the
Company, are as follow:
Instrument
Grant date
%
vested
in year
%
forfeited
in year
Financial
years which
grant vest
Expiry
date
Fair value
at grant
date
Executive
Jason Giltay
Rights
2,000,000
17-Dec-20
Paula Raffo
Rights
1,500,000
17-Dec-20
0%
0%
0%
0%
1-Jul-23
17-Dec-23
0.09
1-Jul-23
17-Dec-23
0.09
Non-Executive Directors
Simon Morten
NED Rights
1,400,000
17-Dec-20
0%
0%
1-Jul-23
17-Dec-23
0.09
Former Executive & Directors
Paul Burton
Rights
11,800,000
17-Dec-20
Jonathan Fisher
Rights
5,000,000
26-Feb-21
Jonathan Fisher
Options
15,000,000
26-Feb-21
John Elkington
NED Rights 2,800.000
17-Dec-20
0%
0%
0%
0%
100%
100%
100%
100%
1-Jul-23
17-Dec-23
0.09
1-Jul-23
17-Dec-23
0.09
1-Jul-23
26-Feb-24
0.24
1-Jul-23
17-Dec-23
0.09
Tivan Annual Report 2023
Remuneration Report (Audited) (continued)
32
The Rights will vest only upon satisfaction of the specific vesting condition for each class. Each Right will,
upon subsequent exercise, entitle the holder to be issued one ordinary share in Tivan Limited.
No issue price or exercise price is payable for the Rights. The Board will determine (in its sole discretion) the
extent to which the relevant vesting conditions have been satisfied. Rights may vest (and be exercised into
shares) progressively as vesting conditions are satisfied.
The Rights are structured in different classes as detailed below, with each class of Rights subject to different
vesting conditions:
Class Vesting condition to be met
Completion of the Mount Peake Project Front-End Engineering and Design Study by
SMS group, and receipt of turnkey EPC proposal from SMS group
Weighting
NED
KMP
5%
15%
Entry into binding documentation for the acquisition of land for the Darwin Processing
Facility with the NT Government
5%
5%
Commencement of ground-breaking activities at the Mount Peake Project
Entry into binding documentation to raise an amount of equity finance which is sufficient
to support the project financing of the Mount Peake Project
20%
20%
20%
20%
Entry into binding documentation to raise an amount of debt finance which is sufficient
to support the project financing of the Mount Peake Project
20%
20%
Market capitalisation reaching A$500 million based on a volume weighted average
price of shares over 20 consecutive trading days on which shares have traded
multiplied by the number of issued shares on the day of the grant of the Performance
Rights, which will exclude any new shares issued after the grant date
30%
20%
A
B
C
D
E
F
The Rights have been assessed with conditions relating specifically to Mount Peake considered on balance
unlikely to be achieved by their expiry date of 17 December 2023 (Classes A, C, D, E). Accordingly, the share
based expense (non-cash item) for these classes of rights has been reversed for certain Executives and
Non-Executive Directors in the current year.
The NED rights held by Mr Simon Morten as at 30 June 2023 have since forfeited following Mr Morten’s
retirement on 13 July 2023; no NED rights remain on issue at the date of this report. No formal grant of
options to Mr Grant Wilson has occurred (remains subject to shareholder approval).
Directors’ Report
Remuneration Report (Audited) (continued)
33
5.2.4 Options and rights over equity instruments
The movement during the reporting period, by number of Performance/NED Rights and Options over
ordinary shares in Tivan Limited held, directly, indirectly or beneficially, by each key management person,
including their related parties, is as follows:
Held at
1 Jul 2022
Options
Former Executive
Jonathan Fisher1
15,000,000
Rights
Executives
Jason Giltay
2,000,000
Paula Raffo2
1,500,000
Former Executive & Directors
Simon Morten
1,400,000
Paul Burton3
11,800,000
Jonathan Fisher1
5,000,000
John Elkington4
2,800,000
Granted
as
remuneration Exercised Lapsed
Forfeited
Held at
30 Jun
2023
Vested
during
the
year
Vested and
exercisable
at 30 Jun
2023
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 15,000,000
-
-
-
-
-
-
-
- 2,000,000
-
1,500,000
-
1,400,000
11,800,000
5,000,000
2,800,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1. Departed as CFO on 3 October 2022
2. Resigned as Joint Company Secretary on 18 January 2023
3. Resigned as CEO & Managing Director on 25 November 2022.
4. Resigned as Chairman on 2 September 2022, resigned as Non-Executive Director on 20 September 2022.
The NED rights held by Mr Simon Morten as at 30 June 2023 have since forfeited following Mr Morten’s
retirement on 13 July 2023; the performance rights held by Ms Paula Raffo as at 30 June 2023 have since
lapsed following Ms Raffo’s resignation in August 2023; no NED rights remain on issue at the date of this
report.
Upon Mr Paul Burton’s departure, notice was provided to Mr Burton to repay the loan for 4 million loan
funded shares issued (treated in substance as an option for accounting purposes) to Mr Burton pursuant
to the terms of the TNG Employee Share Plan. Pursuant to the terms of the plan, the loan was not repaid
upon his departure, hence forfeited and the Company is able to facilitate a sale of the shares and apply
the proceeds towards the repayment of the loan amount. These loan funded shares were granted on 26
November 2014 with a fair value of $0.057 each at grant date.
5.2.5 Modification of terms of equity-settled share-based payment transactions
No terms of equity-settled share-based payment transactions (including shares or options granted as
remuneration to a key management person) have been altered or modified by the issuing entity during the
reporting period.
Tivan Annual Report 2023
Remuneration Report (Audited) (continued)
34
6. Key Management Personnel Transactions
6.1 Other transactions with key management personnel and their related parties
Key management personnel, or their related parties, may hold positions in other entities that result in them
having control or joint control over the financial or operating policies of those entities.
Some of these entities transacted with the Company during the year. The terms and conditions of the
transactions with KMP and their related parties were no more favourable than those available, or which
might reasonably be expected to be available, on similar transactions to non-Key Management Personnel
related entities on an arm’s length basis.
During the reporting period, consulting fees were paid to Miceva Family Trusts $9,875 (FY22: $0), of which Simon
Morten is a related party, and $52,200 (FY22: $35,300) to John Elkington who was a Director of the Company.
6.2 Movements in shares
Movement in shares during the reporting period in the number of ordinary shares in Tivan Limited held,
directly, indirectly or beneficially, by each KMP, including their related parties, as per below:
Held at
30 Jun 2022
Purchases
Received on
exercise of
options
Sales
Held at
30 Jun 2023
Executives
Grant Wilson1
Jason Giltay
Directors
Anthony Robinson2
Christine Charles3
Former Executives and Directors
Simon Morten
Paul Burton4
Jonathan Fisher5
John Elkington6
Neil Biddle7
Rowan Johnston8
Elizabeth Henson9
Paula Raffo10
22,500,000
3,500,000
-
-
-
257,942
7,688,889
-
33,334
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
26,000,000
-
-
-
257,942
N/A
N/A
N/A
N/A
N/A
N/A
N/A
1. Elected as Director on 28 November 2022. Initial balance as at the date of his election.
2. Elected as Non-Executive Director on 20 September 2022
3. Appointed as Non-Executive Director on 6 April 2023
4. Resigned as CEO & Managing Director on 25 November 2022
5. Departed as CFO on 3 October 2022
6. Resigned as Chairman on 2 September 2022, resigned as Non-Executive Director on 20 September 2022
7. Appointed as Non-Executive Chairman on 2 September 2022, retired as Non-Executive Chairman on 28 November 2022
8. Appointed as Non-Executive Director on 10 October 2022, retired as Non-Executive Director on 28 November 2022
9. Appointed as Non-Executive Director on 1 August 2022, resigned as Non-Executive Director on 20 September 2022
10. Resigned as Joint Company Secretary on 18 January 2023
Mr Simon Morten retired on 13 July 2023 post the end of the reporting period.
The audited remuneration report ends here.
Grant Wilson
Executive Chairman
25 September 2023
35
Tivan Annual Report 2023
36
Lead Auditor’s
Independence Declaration
Lead Auditor’s Independence Declaration under
Section 307C of the Corporations Act 2001
To the Directors of Tivan Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of Tivan Limited for the
financial year ended 30 June 2023 there have been:
i.
ii.
No contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
No contraventions of any applicable code of professional conduct in relation to
the audit.
KPMG
Glenn Brooks
Partner
Perth
25 September 2023
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited
by a scheme approved under Professional Standards Legislation.
37
Tivan Annual Report 2023
38
Financial Report
Tivan Limited (Formerly TNG Limited)
Financial Report
39
Financial Report
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
For the year ended 30 June 2023
Other Income
Total Income
Corporate and administration expenses
Employment expenses
Exploration expenses
Depreciation and amortisation expenses
Loss from continuing operations
Finance income
Finance costs
Net finance income
Loss before tax
Income tax expense
Note
6(a)
6(b)
6(c)
6(d)
6(a)
6(a)
2023
$’000
2022
$’000
75
75
(2,836)
(1,530)
(2,679)
(263)
-
-
(1,419)
(2,773)
(564)
(184)
(7,233)
(4,940)
158
(7)
151
53
(8)
45
(7,082)
(4,895)
8
–
–
Loss for the year attributable to the owners of the Company
(7,082)
(4,895)
Other comprehensive income Items that will not be reclassified to profit or loss
Equity Investments at FVOCI-net change in fair value
Other comprehensive loss for the year
13
(104)
(104)
(403)
(403)
Total comprehensive loss for the year attributable to the owners of the company
(7,186)
(5,298)
Loss per share (cents per share)
Basic (loss) per share (cents)
Diluted (loss) per share (cents)
9
9
(0.52)
(0.52)
(0.37)
(0.37)
The Consolidated Statement of Profit or Loss and other Comprehensive Income is to be read in conjunction with the notes to the
financial statements.
Tivan Annual Report 2023
Financial Report (continued)
40
Consolidated Statement of Financial Position
As at 30 June 2023
Assets
Cash and cash equivalents
Trade and other receivables
Prepayments
Other investments
Current assets
Other receivables
Plant and equipment
Right-of-use-asset
Exploration and evaluation expenditure
Non-current assets
Total assets
Liabilities
Trade payables
Other payables
Deferred consideration payable
Provisions
Lease liabilities
Current liabilities
Lease liabilities
Provisions
Other provisions
Non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Note
2023
$’000
2022
$’000
11
12
13
14
15
16
16
16
17
18
18
17
1,298
14,442
335
377
-
409
371
197
2,010
15,419
98
182
209
95
32
102
79,018
57,753
79,507
57,982
81,517
73,401
295
1,225
7,500
236
192
1,960
-
-
461
103
9,448
2,524
20
47
79
146
8
22
-
30
9,594
2,554
71,923
70,847
19
19
135,130
(2,146)
126,176
(3,351)
(61,061)
(51,978)
71,923
70,847
The Consolidated Statement of Financial Position is to be read in conjunction with the notes to the financial statements.
Financial Report
41
Consolidated Statement of Cash Flows
For the year ended 30 June 2023
Cash flows from operating activities
Cash receipts from customers
Cash payments in the course of operations
Interest received
Interest paid
Note
2023
$’000
2022
$’000
-
-
(4,956)
(3,293)
174
(7)
39
(8)
Net cash used in operating activities
24
(4,789)
(3,262)
Cash flows from investing activities
Payments for plant and equipment
Payments for exploration and evaluation expenditure
Purchase of Tenements
Proceeds from sale of Tenements
Research and development rebate
Security deposits refunded/(paid)
Payments in relation to Speewah acquisition
Proceeds from sale of investments
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Proceeds from loan funded shares
Share issue costs
Repayments of lease liability
Net cash (used in)/ from financing activities
Net (decrease)/ increase in cash and cash equivalents
Cash at the beginning of the financial year
-
(216)
-
(16)
(6,549)
(9,022)
(825)
75
1,897
(74)
28
(2,680)
93
-
-
3,687
(30)
-
-
(8,279)
(5,381)
19
19
19
24
-
174
(20)
(230)
(76)
(13,144)
14,442
12,506
-
(683)
(172)
11,651
3,008
11,434
Cash and cash equivalents at the end of the financial year
11
1,298
14,442
The Consolidated Statement of Financial Position is to be read in conjunction with the notes to the financial statements.
Tivan Annual Report 2023
Financial Report (continued)
42
Consolidated Statement of Changes in Equity
For the year ended 30 June 2023
Issued Capital
$’000
Accumulated
losses
$’000
Reserves
Total Equity
$’000
$’000
Balance at 1 July 2021
114,735
(48,506)
Other comprehensive income (loss)
Net loss for the year
Total comprehensive loss
Transactions with owners recorded directly in equity
Share placement
Exercise of Options
Share issue costs
Share issue costs (Share based payment)
Share based payments
Balance at 30 June 2022
-
-
-
-
(4,895)
(4,895)
12,500
6
(683)
(382)
-
-
-
-
382
1,041
(2,948)
(403)
-
(403)
-
-
-
-
-
63,281
(403)
(4,895)
(5,298)
12,500
6
(683)
-
1,041
126,176
(51,978)
(3,351)
70,847
Balance at 1 July 2022
126,176
(51,978)
Other comprehensive income (loss)
Net loss for the year
Total comprehensive loss
Transactions with owners recorded directly in equity
Share placement
Exercise of Options
Share issue costs
Proceeds from sale of loan funded shares
Transfer on sale of equity instruments
Share based payments
-
-
-
8,800
-
(20)
174
-
-
-
(7,082)
(7,082)
-
-
-
-
(3,351)
(104)
-
(104)
-
-
-
-
(1,309)
(692)
1,309
-
70,847
(104)
(7,082)
(7,186)
8,800
-
(20)
174
-
(692)
Balance at 30 June 2023
135,130
(61,061)
(2,146)
71,923
The amounts recognised directly in equity are disclosed net of tax.
The Consolidated Statement of Changes in Equity is to be read in conjunction with the notes to the financial statements.
Tivan Annual Report 2023
43
43
Notes to the
Financial Statements
Tivan Limited (Formerly TNG Limited)
Tivan Annual Report 2023 Tivan Annual Report 2023
44
Notes to the
Financial Statements
1. Reporting Entity
Tivan Limited (“Tivan” or “the Company”) is a
company domiciled in Australia. The address of the
Company’s registered office is Level 1, 16 Bennett
Street, Darwin, NT 0800.
The consolidated financial report of the Company
as at and for the year ended 30 June 2023
comprises the Company and its subsidiaries
(together referred to as the “Group”). The Group
is a for profit entity and primarily is involved in the
exploration of minerals within Australia.
(d) Use of estimates and judgements
In preparing these consolidated financial
statements, management has made
judgements and estimates that affect the
application of the Group’s accounting policies
and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ
from these estimates.
Estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to
estimates are recognised prospectively.
Critical Judgements
2. Basis of Preparation
(a) Statement of compliance
The consolidated financial statements are
general purpose financial statements which
have been prepared in accordance with
Australian Accounting Standards (AASBs)
adopted by the Australian Accounting
Standards Board (AASB) and the Corporations
Act 2001. The consolidated financial statements
comply with International Financial Reporting
Standards (IFRS) and Interpretations adopted
by the International Accounting Standards
Board (IASB).
(b) Basis of measurement
The consolidated financial statements have
been prepared on the historical cost basis
except for the following:
> investments in equity instruments (FVOCI);
> share based payments are measured at fair
value; and
> lease liability.
The methods used to measure fair values are
discussed further in Note 4.
(c) Functional and presentation currency
These consolidated financial statements
are presented in Australian dollars, which is
the Company’s functional currency and the
functional currency of all entities in the Group.
The Group is of a kind referred to in ASIC
Corporations (Rounding in Financial/
Directors’ Reports) Instrument 2016/191 and
in accordance with that instrument, amounts
in the Consolidated Financial Statements and
Directors’ Report have been rounded off to
the nearest thousand dollars ($000), unless
otherwise stated.
Assumptions and estimation uncertainties
Share-based Payments
The Group is required to use assumptions in
respect of its fair value models, and the variable
elements in these models, used in attributing a
value to share based payments as well as the
number of awards that will ultimately vest. The
Directors have used a model to value options
and rights, which requires estimates and
judgements to quantify the inputs used by the
model. Further information on the assumptions
used in determining the fair value of rights and
options granted during the period can be found
in Note 25.
Exploration and evaluation assets
The ultimate recovery of the value of exploration
and evaluation assets is dependent on
successful development and commercial
exploitation, or alternatively, sale, of the
underlying mineral exploration properties.
The Group undertakes at each reporting date,
a review for indicators of impairment of these
assets. Should an indicator of impairment exist,
there is significant estimation and judgments in
determining the inputs and assumptions used in
determining the recoverable amounts.
The key areas of estimation and judgement that
are considered in this review included:
> Recent drilling results and reserves/resource
estimates;
> Environmental issues that may impact the
underlying tenements;
> The estimated market value of assets at the
review date;
> Independent valuations of underlying assets
that may be available;
> Fundamental economic factors such as
mineral prices, exchange rates and current and
anticipated operating cost in the industry; and
> The Group’s market capitalisation compared to
its net assets.
Notes to the Financial Statements
2. Basis of Preparation (continued)
45
Information used in the review process is
agreed to externally available information where
appropriate.
Changes in these estimates and assumptions
as new information about the presence or
recoverability of an ore reserve becomes
available, may impact the assessment of
the recoverable amount of exploration and
evaluation assets. If, after having capitalised the
expenditure a judgement is made that recovery
of the expenditure is unlikely, an impairment loss
is recorded in the profit or loss in accordance
with accounting policy 3(h). The carrying
amounts of exploration and evaluation assets
are set out in Note 15.
(e) Going Concern
The Financial Report has been prepared on a
going concern basis, which contemplates the
continuity of normal business activity and the
realisation of assets and settlement of liabilities
in the normal course of business.
The Group incurred a loss for the full-year
period of $7,082,000 (FY22: $4,895,000),
operating cash outflows of $4,789,000
(FY22: $3,262,000) and net cash outflows
of $13,144,000 (FY22: net cash inflow
$3,008,000). The Directors note that the
cashflows for the full-year included a number
of non-recurring items, including significant
expenditure in relation to the former Directors’
defence of the 249D shareholder action and
termination payments to former management.
The Directors have also implemented significant
cost saving measures in relation to contractor
and advisor fees during the course of the
reporting period.
The ability of the Group to continue as a going
concern is reliant on the Group securing funds
by raising capital from equity financing or other
means (such as the sale of assets or farm-down
of interests in projects) and managing cashflow
in line with available funds. This includes
the remaining cash payments related to the
acquisition of the Speewah Vanadium-Titanium-
Iron Project due February 2024 (refer to Note
28). These conditions, and the Group’s reliance
on raising additional capital to fund its continuing
operations, indicate a material uncertainty that
may cast significant doubt about the ability of
the Group to continue as a going concern.
The Directors are satisfied there are reasonable
grounds to believe the Group will be able to
continue as a going concern, after consideration
of the following factors:
> the Group has a history of successfully raising
equity, with $12.5 million raised in November
2021 via a placement to institutional and high net
worth investors (including a major shareholder);
and $6 million raised in July and August 2023
via a share placement to institutional and high
net worth investors, and a share purchase plan
to existing eligible shareholders;
> the Group intends to raise additional capital
during the course of the 2024 financial year with
options available including an equity placement
to professional or sophisticated investors and/or
via a capital raising with existing shareholders, in
both cases subject to market conditions;)
> the current Board, led by Executive Chairman
Mr Grant Wilson offer significant access to
global financial markets (see below for further
details);
> the Group has no loans or borrowings; and
> the Group has the ability to curtail discretionary
spending should it be required and institute cost
saving measures to further reduce corporate
and administrative costs.
The Company’s Executive Chairman Mr Grant
Wilson managed the recent share placement
undertaken in July 2023. Mr Wilson previously
held senior roles for the Government of Singapore
Investor Corporation (GIC), and he ran Civic Capital,
a New York based hedge fund, from 2010 to 2018.
Mr Wilson has extensive experience in global
finance and capital markets, and with related
government institutions. This provides the Board
with access to global financial markets and
confidence in its ability to raise the capital required
to support the Company in its plans to fund its
pre-development activities, and ultimately ability to
secure its project financing requirements.
The Directors have reviewed the Group’s overall
financial position and are of the opinion that the
use of the going concern basis of accounting is
appropriate as they believe the Group will be able
to raise further funding as required that will provide
availability of sufficient funds for at least 12 months.
Should the Group be unable to secure additional
funding or curtail expenditure, or both, and be
unable to continue as a going concern it may
be required to realise its assets and extinguish
its liabilities other than in the ordinary course of
business and at amounts difference to those
statements in the financial statements. The financial
statements do not include any adjustment for the
recoverability and classification of asset carrying
amounts or to the amount and classification of
liabilities that might result should the Group be
unable to continue as a going concern and meet its
debts as and when they fall due.
(f) Adoption of new standards
A number of new or amended standards
became applicable for the current reporting
period. The Group did not have to change its
accounting policies or make retrospective
adjustments as a result of adopting these
standards.
Standards not yet adopted
The Group has reviewed the new and revised
Standards and Interpretations on issue not yet
adopted for the year ended 30 June 2023. As a
result of this review the Group has determined
that there is no material impact of the Standards
and Interpretations in issue not yet adopted on
the Company and, therefore, no change is
necessary to Group Accounting Policies.
Tivan Annual Report 2023
2. Basis of Preparation (continued)
46
3. Significant Accounting
Policies
The accounting policies set out below have been
applied consistently to all periods presented in
these consolidated financial statements and have
been applied consistently by Group’s entities.
(a) Basis of Consolidation
(i) Business Combination vs Asset Acquisition
The Group assesses whether the set of
assets and activities acquired is a Business
Combination or the acquisition of assets. The
Group accounts for business combinations
using the acquisition method when the
acquired set of activities and assets meets
the definition of a business and control is
transferred to the Group. In determining
whether a particular set of activities and assets
is a business, the Group assesses whether the
set of assets and activities acquired includes, at
a minimum, an input and substantive process
and whether the acquired set has the ability
to produce outputs. The Group has an option
to apply a “concentration test’ that permits a
simplified assessment of whether an acquired
set of activities and assets is not a business.
The optional concentration test is met if
substantially all of the fair value of the assets
acquired is concentrated in a single identifiable
asset or group of similar identifiable assets.
The consideration transferred in the acquisition
is generally measured at fair value, as are the
identifiable net assets acquired. Any goodwill
that arises is tested annually for impairment.
Any gain or bargain purchase is recognised in
profit or loss immediately. Transaction costs are
expensed as incurred, except if related to the
issue of debt or equity securities
In case of asset acquisition, the consideration
paid over the asset value acquired and
the transaction costs associated with the
acquisition are allocated between the
individually identifiable assets and liabilities
based on their relative fair values at the date of
acquisition. They do not give rise to goodwill or
a gain on bargain purchase.
The consideration transferred does not include
amounts related to settlement of pre-existing
relationships. Such amounts are generally
recognised in profit or loss. Any contingent
consideration is measured at fair value at the
date of acquisition unless it is payable within
one year. If an obligation to pay contingent
consideration that meets the definition of a
financial instrument is classified as equity, then
it is not measured, and settlement is accounted
for within equity. Otherwise, other contingent
consideration is measured at fair value at each
reporting date and subsequent changes in the
fair value of the contingent consideration are
recognised in profit and loss.
(ii) Subsidiaries
Subsidiaries are entities controlled by the
Company. Control exists when the Company
has the power, directly or indirectly, to govern the
financial and operating policies of an entity so as
to obtain benefits from its activities. In assessing
control, potential voting rights that presently
are exercisable or convertible are taken into
account. The financial statements of subsidiaries
are included in the consolidated financial report
from the date that control commences until the
date that control ceases.
(iii) Loss of control of a subsidiary
When the Group loses control over a subsidiary
it derecognises the assets and liabilities of
the subsidiary, and any related and other
components of equity. Any resulting gain or
loss is recognised in profit or loss. Any interest
retained in the former subsidiary is measured at
fair value when control is lost.
(iv) Transactions eliminated on consolidation.
Intragroup balances, and any unrealised gains
and losses or income and expenses arising
from intragroup transactions, are eliminated in
preparing the consolidated financial statements.
(b) Income Tax
Income tax expense comprises current and
deferred tax. It is recognised in profit or loss
except to the extent that it relates to items
recognised directly in equity or in other
comprehensive income.
(i) Current tax
Current tax comprises the expected tax
payable or receivable on the taxable income or
loss for the period and any adjustment to tax
payable or receivable in respect of previous
years. It is measured using tax rates enacted
or substantively enacted at the reporting date.
Current tax payable also includes any tax liability
arising from the declaration of dividends.
(ii) Deferred tax
Deferred tax is recognised in respect of
temporary differences between the carrying
amounts of assets and liabilities for financial
reporting purposes and the amounts used
for taxation purposes. Deferred tax is not
recognised for:
> temporary differences on the initial recognition
of assets or liabilities in a transaction that is not
a business combination and that affects neither
accounting or taxable profit or loss
> temporary differences related to investments
in subsidiaries, associates or jointly controlled
entities to the extent that the Company is
able to control the timing of the reversal of the
temporary differences and it is probable that
they will not reverse in the foreseeable future
> taxable temporary differences arising on the
initial recognition of goodwill
Deferred tax assets are recognised for unused
tax losses, unused tax credits and deductible
temporary differences to the extent that it
is probable that future taxable profits will be
available against which they can be used.
Notes to the Financial Statements
3. Significant Accounting Policies (continued)
Deferred tax assets are reviewed at each
reporting date and are reduced to the extent
that it is no longer probable that the related tax
benefit will be realised.
Deferred tax is measured at the tax rates
that are expected to be applied to temporary
differences when they reverse, using tax
rates enacted or substantively enacted at the
reporting date. The measurement of deferred
tax reflects the tax consequences that would
follow from the manner in which the Company
expects, at the reporting date, to recover or
settle the carrying amount of its assets and
liabilities. Deferred tax assets and liabilities are
offset only if certain criteria are met.
Unrecognised deferred income tax assets are
reassessed at each reporting date and are
recognised to the extent that it has become
probable that future taxable profit will allow the
deferred tax asset to be recovered.
Deferred income tax assets and liabilities are
measured at the tax rates that are expected
to apply to the year when the asset is realised
or the liability is settled, based on tax rates
(and tax laws) that have been enacted or
substantively enacted at the statement of
financial position date.
Income taxes relating to items recognised
directly in equity are recognised in equity and
not in profit or loss.
Deferred tax assets and deferred tax liabilities
are offset only if a legally enforceable right
exists to set off current tax liabilities and the
deferred tax assets and liabilities relate to the
same taxable entity and the same taxation
authority.
(iii) Tax consolidation
> The Company and its wholly-owned Australian
resident entities are part of a tax-consolidated
group. As a consequence, all members of
the tax-consolidated group are taxed as a
single entity. The head entity within the tax-
consolidated group is Tivan Limited. Current
tax liabilities and assets and deferred tax assets
arising from unused tax losses and relevant tax
credits of the members of the tax consolidated
group are recognised by Tivan Limited (as the
head company of the tax-consolidated group).
> Entities within the tax-consolidated group have
not entered into a tax sharing or tax funding
agreement with Tivan Limited. The effect of not
having entered into a tax sharing or tax funding
agreement is that whilst Tivan Limited (as the
head company of the tax-consolidated group)
will be liable for the income tax debts of the
tax-consolidated group that are applicable to
the period of consolidation, income tax debts
may be recovered from subsidiary members in
certain circumstances.
(c) Goods and services tax
(i) Revenues, expenses and assets are
recognised net of the amount of GST except
where the GST incurred on a purchase of
47
goods and services is not recoverable from
the taxation authority, in which case the GST
is recognised as part of the cost of acquisition
of the asset or as part of the expense item as
applicable;
(ii) Receivables and payables are stated with
the amount of GST included;
(iii) The net amount of GST recoverable from, or
payable to, the taxation authority is included as
part of receivables or payables in the balance
sheet;
(iv) Cash flows are included in the Cash Flow
Statement on a gross basis and the GST
component of cash flows arising from investing
and financing activities, which is recoverable
from, or payable to, the taxation authority, are
classified as operating cash flows; and
(v) Commitments and contingencies are
disclosed net of the amount of GST recoverable
from, or payable to, the taxation authority.
(d) Plant and equipment
(i) Recognition and measurement
Items of plant and equipment are stated at cost
or deemed cost less accumulated depreciation
and impairment losses. Cost includes
expenditure that is directly attributable to the
acquisition of the asset.
Where parts of an item of plant and equipment
have different useful lives, they are accounted
for as separate items of plant and equipment.
(ii) Subsequent costs
The Group recognises in the carrying amount
of an item of plant and equipment the cost
of replacing part of such an item when that
cost is incurred if it is probable that the future
economic benefits embodied within the item
will flow to the Group and the cost of the item
can be measured reliably. All other costs are
recognised in the Statement of Comprehensive
Income as an expense as incurred.
(iii) Depreciation
Depreciation is charged to the profit and loss
on a straight-line basis over the estimated
useful lives of each part of an item of plant and
equipment. The estimated useful lives in the
current and comparative periods are as follows:
Leasehold improvements 4 years
Plant and equipment
3 to 8 years
Fixtures and fittings
3 to 8 years
Right-of-use-asset
Depreciation is over the
shorter of the useful
life of the asset and
the lease term, unless
the title to the asset
transfers at the end of
the lease term, in which
case depreciation is
over the useful life.
Tivan Annual Report 2023
3. Significant Accounting Policies (continued)
The residual value, the useful life and the
depreciation method applied to an asset are
reassessed annually.
(e) Foreign currency translation
Transactions in foreign currencies are translated
to the functional currency of the Group at the
foreign exchange rate ruling at the date of the
transaction. Monetary assets and liabilities
denominated in foreign currencies at the
statement of financial position date are translated
to Australian dollars at the foreign exchange rate
ruling at that date.
Foreign exchange differences arising on
translation are recognised in the profit and loss.
Non-monetary assets and liabilities that are
measured in terms of historical cost in a foreign
currency are translated using the exchange rate at
the date of the transaction. Non-monetary assets
and liabilities denominated in foreign currencies
that are stated at fair value are translated to
Australian dollars at foreign exchange rates ruling
at the dates the fair value was determined.
(f) Leases
Lessees recognise a right-of-use asset
representing its right to use the underlying asset
and a lease liability representing its obligation
to make lease payments. There are recognition
exemptions for short-term leases (12 months
or less) and leases of low-value items. Lessors
classify leases as finance or operating leases.
Accounting policy
Leases are recognised as a right-of-use asset
and a corresponding liability at the date at which
the leased asset is available for use by the Group.
Each lease payment is allocated between the
liability and finance cost. The finance cost is
charged to profit or loss over the lease period to
produce a constant periodic rate of interest on the
remaining balance of the liability for each period.
The right-of-use asset is depreciated over the
shorter of the asset’s useful life and the lease term
on a straight–line basis.
Lease liabilities arising from the lease are initially
measured on a present value basis. Lease
liabilities include the net present value of the
following lease payments:
> fixed payments
> variable lease payment that are based on an index
or a rate
> the option to renew the lease
The lease payments are discounted using the
interest rate implicit in the lease. If that rate
cannot be determined, the lessee’s incremental
borrowing rate is used, being the rate that the
lessee would have to pay to borrow the fund
necessary to obtain an asset of similar value in a
similar economic environment with similar terms
and conditions.
Right-of-use assets are measured at cost
comprising the following:
48
Payments associated with short-term leases and
leases of low-value assets are recognised on a
straight-line basis as an expense in profit or loss.
Short-term leases are leases with a lease term of
12 months or less. Low-value assets are assets
with a replacement value of less than US$5,000.
(g) Share capital
Ordinary shares
Incremental costs directly attributable to issue
of ordinary shares and share options are
recognised as a deduction from equity, net of any
related income tax benefit.
(h) Exploration and Evaluation Assets
Exploration for and evaluation of Mineral
Resources is the search for Mineral Resources
after the entity has obtained legal rights
to explore in a specific area, as well as the
determination of the technical feasibility and
commercial viability of extracting the Mineral
Resource. Accordingly, exploration and
evaluation expenditure are those expenditures by
the Group in connection with the exploration for
and evaluation of Mineral Resources before the
technical feasibility and commercial viability of
extracting a Mineral Resource are demonstrable.
Accounting for exploration and evaluation
expenditures is assessed separately for each
‘area of interest’. An ‘area of interest’ is an
individual geological area which is considered
to constitute a favourable environment for the
presence of a mineral deposit or has been
proved to contain such a deposit.
Expenditure incurred on activities that precede
exploration and evaluation of mineral resources,
including all expenditure incurred prior to
securing legal rights to explore an area, is
expensed as incurred. For each area of interest,
the expenditure is recognised as an exploration
and evaluation asset where the following
conditions are satisfied:
a) The rights to tenure of the area of interest are
current; and
b) At least one of the following conditions is also
met:
(i) The expenditure is expected to be recouped
through successful development and
commercial exploitation of an area of interest, or
alternatively by its sale; or
(ii) Exploration and evaluation activities in the area
of interest have not, at reporting date, reached a
stage which permits a reasonable assessment
of the existence or otherwise of ‘economically
recoverable reserves’ and active and significant
operations in, or in relation to, the areas of
interest are continuing. Economically recoverable
reserves are the estimated quantity of product
in an area of interest that can be expected to be
profitably extracted, processed and sold under
current and foreseeable conditions.
Exploration and evaluation assets include:
> the amount of the initial measurement of lease
liability
> Acquisition of rights to explore;
> Topographical, geological, geochemical and
> any lease payments made at or before the
geophysical studies;
commencement date
> Exploratory drilling, trenching, and sampling; and
Notes to the Financial Statements
3. Significant Accounting Policies (continued)
49
> Activities in relation to evaluating the technical
feasibility and commercial viability of extracting
the Mineral Resource.
General and administrative costs are allocated
to, and included in, the cost of exploration and
evaluation assets only to the extent that those
costs can be related directly to the operational
activities in the area of interest to which the
exploration and evaluation assets relate. In all
other instances, costs are expensed as incurred.
Exploration and evaluation assets are
transferred to Development Assets once
technical feasibility and commercial viability
of an area of interest is demonstrable.
Exploration and evaluation assets are assessed
for impairment, and any impairment loss is
recognised, prior to being reclassified.
The carrying amount of the exploration and
evaluation assets is dependent on successful
development and commercial exploitation,
or alternatively, sale of the respective area of
interest.
Impairment testing of exploration and
evaluation assets
Exploration and evaluation assets are assessed
for impairment if sufficient data exists to
determine technical feasibility and commercial
viability or facts and circumstances suggest that
the carrying amount exceeds the recoverable
amount.
Exploration and evaluation assets are tested for
impairment when any of the following facts and
circumstances exist:
> The term of exploration licence in the specific
area of interest has expired during the reporting
period or will expire in the near future, and is not
expected to be renewed
> Substantive expenditure on further exploration
for and evaluation of mineral resources in the
specific area are not budgeted nor planned;
> Exploration for and evaluation of mineral
resources in the specific area have not led to the
discovery of commercially viable quantities of
Mineral Resources and the decision was made
to discontinue such activities in the specified
area; or
> Sufficient data exists to indicate that, although
a development in the specific area is likely to
proceed, the carrying amount of the exploration
asset is unlikely to be recovered in full from
successful development or by sale.
Where a potential impairment is indicated,
an assessment is performed for each area of
interest (consisting of Mount Peake, Kulgera,
Moonlight, Cawse Extended and Kintore
East, Sandover and Speewah). The Group
performs impairment testing in accordance with
accounting policy 3(j) (ii).
(i) Financial Instruments
(i) Classification of financial instruments.
The Group classifies its financial assets into the
following measurement categories:
> Those to be measured at fair value (either
through other comprehensive income, or
through profit or loss); and
> Those to be measured at amortised cost.
On initial recognition, a financial asset is classified
as measured at: amortised cost; fair value through
other comprehensive income (“FVOCI”) – debt
investment; FVOCI equity instrument; or FVTPL.
The classification of financial assets under AASB 9
is generally based on the business model in which a
financial asset is managed and its contractual cash
flow characteristics.
The Group classifies its financial liabilities at
amortised cost unless it has designated liabilities
at fair value through profit or loss or is required to
measure liabilities at fair value through profit or loss
such as derivative liabilities.
(ii) Items at fair value through profit and loss
Items at fair value through profit and loss
comprise
> Items for trading
> Items specifically designated as fair value
through profit or loss on initial recognition; and
> Debt instruments with contractual terms that do
not represent solely payments of principal and
interest.
Financial instruments held at fair value through
profit or loss are initially recognised at fair value,
with transaction costs recognised in the income
statement as incurred. Subsequently, they are
measured at fair value and any gains or losses
are recognised in the income statement as they
arise.
Where a financial asset is measured at fair value,
a credit valuation adjustment is included to
reflect the credit worthiness of the counterparty,
representing the movement in fair value
attributable to changes in credit risk.
A financial instrument is classified as held for
trading if it is acquired or incurred principally
for the purpose of selling or repurchasing in the
near term, or forms part of a portfolio of financial
instruments that are managed together and for
which there is evidence of a short-term profit
taking, or it is a derivative not in a qualifying
hedge relationship.
Upon initial recognition, financial instruments
may be designated as measured at fair value
through profit or loss. A financial asset may only
be designated at fair value through profit or loss
if doing so eliminates or significantly reduces the
measurement or recognition inconsistencies
(i.e. eliminates an accounting mismatch) that
would otherwise arise from measuring financial
assets or liabilities on a different basis.
A financial liability may be designated at fair
value through profit or loss if it eliminates or
significantly reduces an accounting mismatch or:
> If a host contract contains one or more
embedded derivatives
> If financial assets and liabilities are both managed
and their performance evaluated on a fair value
basis in accordance with a documented risk
management or investment strategy.
Tivan Annual Report 2023
3. Significant Accounting Policies (continued)
Where a financial liability is designated at fair
value through profit or loss, the movement in
fair value attributable to changes in the Group’s
own credit quality is calculated by determining
the changes in credit spreads above observable
market interest rates and is presented separately
in other comprehensive income.
(iii) Recognition and derecognition of
financial instruments.
A financial asset or financial liability is recognised
in the balance sheet when the Group becomes
a party to the contractual provisions of the
instrument, which is generally on trade date.
Loans and receivables are recognised when
cash is advanced (or settled) to the borrowers.
Financial assets at fair value through profit or
loss are recognised initially at fair value. All other
financial assets are recognised initially at fair
value plus directly attributable transaction costs.
Equity instruments at FVOCI are subsequently
measured at fair value. Dividends are recognised
as income in profit or loss unless the dividend
clearly represents a recovery of part of the cost
of the investment. Other net gains and losses are
recognised in OCI and are never reclassified to
profit or loss.
The Group derecognises a financial asset
when the contractual cash flows from the
asset expire or it transfers its rights to receive
contractual cash flows from the financial asset
in a transaction in which substantially all the risks
and rewards of ownership are transferred. Any
interest in transferred financial assets that is
created or retained by the Group is recognised
as a separate asset or liability.
A financial liability is derecognised from the
balance sheet when the Group has discharged
its obligations or the contract is cancelled or
expires.
(iv) Offsetting
Financial assets and liabilities are offset and the
net amount is presented in the balance sheet
when the Group has a legal right to offset the
amounts and intends to settle on a net basis
or to realise the asset and settle the liability
simultaneously.
50
be related objectively to an event occurring after
the impairment loss was recognised.
(ii) Non-financial assets
The carrying amounts of the Group’s non-
financial assets, other than deferred tax
assets, are reviewed at each reporting date to
determine whether there is any indication of
impairment. If any such indication exists, then
the asset’s recoverable amount is estimated.
For goodwill and intangible assets that have
indefinite lives or that are not yet available for
use, recoverable amount is estimated at each
reporting date.
An impairment loss is recognised in profit and
loss if the carrying amount of an asset or its
cash-generating unit exceeds its recoverable
amount. A cash-generating unit is the smallest
identifiable asset group that generates cash
flows that largely are independent from other
assets and groups. Impairment losses are
recognised in profit or loss. Impairment losses
recognised in respect of cash-generating units
are allocated first to reduce the carrying amount
of any goodwill allocated to the units and then to
reduce the carrying amount of the other assets
in the unit (group of units) on a pro rata basis.
The recoverable amount of an asset or cash-
generating unit is the greater of its value in use
and its fair value less costs to sell. In assessing
value in use, the estimated future cash flows are
discounted to their present value using a pre-
tax discount rate that reflects current market
assessments of the time value of money and the
risks specific to the asset.
An impairment loss in respect of goodwill is not
reversed. In respect of other assets, impairment
losses recognised in prior periods are assessed
at each reporting date for any indications that
the loss has decreased or no longer exists. An
impairment loss is reversed if there has been
a change in the estimates used to determine
the recoverable amount. An impairment loss
is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying
amount that would have been determined, net
of depreciation of amortisation, if no impairment
loss had been recognised.
(j) Impairment
(k) Employee benefits
(i) Financial assets
A financial asset is considered to be impaired
if objective evidence indicates that one or
more events have had a negative effect on the
estimated future cash flows of that asset.
Cash and cash equivalents and other
receivables classified as amortised cost are
subject to impairment testing and are assessed
collectively in groups that share similar credit risk
characteristics.
All impairment losses are recognised in profit
or loss. Any cumulative loss in respect of
investment in equity instrument financial asset
is recognised in equity Fair Value through Other
Comprehensive Income (FVOCI).
An impairment loss is reversed if the reversal can
(i) Share based payments
The grant date fair value of share-based
payment awards granted to employees is
recognised as an employee expense, with
a corresponding increase in equity, over the
period that the employees unconditionally
become entitled to the awards. The amount
recognised as an expense is adjusted to reflect
the number of awards for which the related
service and non-market vesting conditions
are expected to be met, such that the amount
ultimately recognised as an expense is based
on the number of awards that do meet the
related service and non-market performance
conditions at the vesting date. For share-based
payment awards with non-vesting conditions,
Notes to the Financial Statements
3. Significant Accounting Policies (continued)
51
the grant date fair value of the share-based
payment is measured to reflect such conditions
and there is no true-up for differences between
expected and actual outcomes.
The “TNG” Employee Share Plan and “TNG”
Non-Executive Director and Consultant Share
Plan (together referred to as the “Company Share
Plans”) (put in place under prior Boards) allow
certain Group employees to acquire shares of
the Company. Employees have been given a
limited recourse 5-year interest free loan in which
to acquire the shares. Such loans have not been
recognised in the statement of financial position, as
the Company only has recourse to the value of the
shares. The arrangement is accounted for as an in-
substance option over ordinary shares. The grant
date fair value of the shares granted to employees
is recognised as an employee expense with a
corresponding increase in equity on grant date
on which the employees become unconditionally
entitled to the shares.
The fair value of the shares issued pursuant to
the Company Share Plans are measured using
the Black Scholes pricing model, taking into
account the terms and conditions upon which
the in-substance options granted. The amount
recognised as an expense is adjusted to reflect the
actual number of shares that vest.
The fair value of the Options and the Classes A
to E of the NED Rights and Performance Rights
(together the “Rights”) has been measured using
the Black Scholes option pricing model. The fair
value of Class F of the Rights has been measured
using a barrier up-and-in trinomial option pricing
model with a Parisian barrier adjustment, to reflect
that the market capitalisation condition is assessed
using a volume weighted price over 20-day period.
Employee benefits received are accounted as
Options and Rights under AASB2: Share-based
Payment. Information in relation to Options and
Rights is set out in Note 25.
(ii) Short term benefit
Liabilities for employee benefits for wages,
salaries, annual leave and sick leave represent
present obligations resulting from employees’
services provided to reporting date, calculated at
undiscounted amounts based on remuneration
wage and salary rates that the Group expects to
pay as at reporting date including related on-costs,
such as workers’ compensation insurance and
payroll tax.
(iii) Defined contribution funds
Obligations for contributions to defined
contribution superannuation funds are recognised
as an expense in the profit or loss as incurred.
(l) Earnings per share
The Group presents basic and diluted earnings
per share (“EPS”) data for its ordinary shares.
Basic EPS is calculated by dividing the profit
or loss attributable to ordinary shareholders of
the Group by the weighted average number of
ordinary shares outstanding during the period.
Diluted EPS is determined by adjusting the profit
or loss attributable to ordinary shareholders and
the weighted average number of ordinary shares
outstanding for the effects of all diluted potential
ordinary shares, which comprise Rights and share
options granted to employees as per AASB 133.
(m) Provisions
A provision is recognised in the statement of
financial position when the Group has a present
legal or constructive obligation as a result of a
past event, and it is probable that an outflow of
economic benefits will be required to settle the
obligation. If the effect is material, provisions are
determined by discounting the expected future
cash flows at a pre-tax rate that reflects current
market assessments of the time value of money
and, when appropriate, the risks specific to the
liability.
(n) Income and Expenses
a. Leases (AASB 16)
Lease payments under leases (AASB 16) are
apportioned between the finance charge and
the reduction of the liability. The finance charge is
allocated to each period during the lease term so
as to produce a constant period rate of interest on
the remaining balance of the liability.
b. Finance income and expenses
Finance income comprises interest income on
funds invested. Interest income is recognised as it
accrues, using the effective interest method.
Finance expenses comprise of interest
expense on borrowings, loss on held for trading
investments and lease liability on right-of-use
assets. All borrowing costs are recognised in
profit or loss using the effective interest method or
incremental borrowing rate.
c. Government grants
The Group recognises the refundable research
and development tax rebate (received
under the tax legislation passed in 2021) as a
government grant. This incentive is refundable
to the Group regardless of whether the Group
is in a tax payable position and is deducted
against capitalised exploration and evaluation
expenditure. Government grants are recognised
when there is reasonable assurance that (a) the
Group will comply with the conditions attaching to
them; and (b) the grants will be received.
(o) Segment reporting
Segment results that are reported to the Board
include items directly attributable to a segment
as well as those that can be allocated on a
reasonable basis.
The Group operated predominately in one
business segment and in one geographical
location in previous years. Since the acquisition of
Speewah in April 2023, the Group has performed
a reassessment with respect to AASB 8, and
continues to hold the view that Tivan has one
reporting segment as of 30 June 2023.
Tivan Annual Report 2023
52
4. Determination of Fair Values
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both
financial and non-financial assets and liabilities. Fair values have been determined for measurement and/
or disclosure purposes based on the following methods. Where applicable, further information about the
assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
(i) Equity investments
The fair value of investment in equity instruments (FVOCI) is determined by reference to their quoted bid price
at the reporting date and is considered to be a level 1 in the fair value hierarchy.
(ii) Share-based payment transactions
The fair value of employee options and classes A-E of the Rights are measured using the Black-Scholes
formula. Measurement inputs include share price on measurement date, exercise price of the instrument,
expected volatility (based on weighted average historic volatility adjusted for changes expected due to
publicly available information), weighted average expected life of the instruments (based on historical
experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based
on government bonds). Service and non-market performance conditions attached to the transactions are not
taken into account in determining fair value.
The fair value of Class F of the Rights is measured using a barrier up-and-in trinomial option pricing model with
a Parisian barrier adjustment, to reflect that the market capitalisation condition is assessed using a volume
weighted price over a 20-day period.
Information in relation to share based payments for Options and Rights is set out in Note 25.
(iii) Right-of-use-assets & Lease liabilities
The right-of-use-asset is measured at cost at the commencement date less any depreciation. Additionally,
the cost is subsequently adjusted for any remeasurement of the lease liability resulting from reassessment or
lease modifications.
However, the initial measurement of the lease liability is the present value of lease payments over the lease
term, discounted using the interest rate implicit in the lease if it can be determined, otherwise at the lessee’s
incremental borrowing rate.
5. Financial Risk Management
Overview
This note presents information about the Group’s exposure to credit, liquidity and market risks, their objectives,
policies and processes for measuring and managing risk, and the management of capital.
The Board of Directors has overall responsibility for the establishment and oversight of the risk management
framework. Management monitors and manages the financial risks relating to the operations of the Group
through regular reviews of the risks.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the Group’s trade and other receivables and cash
and cash equivalents. For the Company it also arises from receivables due from subsidiaries.
Presently, the Group undertakes exploration and evaluation activities exclusively in Australia. At the statement
of financial position date there were no significant concentrations of credit risk for the Group.
Cash and cash equivalents
The Group limits its exposure to credit risk by only investing in liquid securities and only with counterparties
that have an acceptable credit rating. Cash and cash equivalents are held with Australian banks rated AA-
by Standard & Poor’s.
Trade and other receivables
As the Group operates primarily in exploration activities it does not carry a material balance of trade
receivables and therefore is not exposed to credit risk in relation to trade receivables
Exposure to credit risk
The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s
maximum exposure to credit risk at the reporting date was:
Notes to the Financial Statements
5. Financial Risk Management (continued)
53
Trade and other receivables
Cash and cash equivalents
Consolidated Carrying amount
2023
$’000
335
1,298
1,633
2022
$’000
409
14,442
14,851
Note
12
11
None of the Group’s trade and other receivables are past due.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The
Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the Group’s reputation.
The Group manages liquidity risk by maintaining adequate cash reserves from funds raised in the market and by
monitoring forecast and actual cash flows.
The following are the contractual maturities of financial liabilities, including estimated interest payments:
Consolidated
30 June 2023
Trade and other payables
Deferred consideration payable
Lease liabilities
30 June 2022
Trade and other payables
Lease liabilities
Market risk
Note
16
16, 28
18
Note
16
18
Carrying
amount
$’000
Contractual
cash flows
$’000
<12 months
$’000
>12 months
$’000
1,520
7,500
212
9,232
1,520
7,500
212
9,232
1,520
7,500
192
9,212
-
-
20
20
Carrying
amount
$’000
Contractual
cash flows
$’000
<12 months
$’000
>12 months
$’000
1,960
111
2,071
1,960
111
2,071
1,960
103
2,063
-
8
8
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and
equity prices will affect the Group’s income or the value of its holdings of financial instruments.
The objective of market risk management is to manage and control market risk exposures within
acceptable parameters, while optimising the return.
Interest rate risk
The Group is exposed to interest rate risk (primarily on its cash and cash equivalents and loans and
borrowings), which is the risk that a financial instrument’s value will fluctuate as a result of changes in the
market interest rates on interest-bearing financial instruments. The Group does not use derivatives to
mitigate these exposures.
The Group adopts a policy of ensuring that as far as possible it maintains excess cash and cash equivalents
in high interest-bearing accounts.
Tivan Annual Report 2023
5. Financial Risk Management (continued)
Currency Risk
The Group has no material exposure to currency risk.
Profile
At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was:
54
Variable rate instruments
Cash and cash equivalents
Fixed rate instruments
Cash and cash equivalents
Security deposits
Security Deposits to Department of Primary Industry & Resources
Lease liabilities
Consolidated Carrying amount
Note
2023
$’000
2022
$’000
11
11
12
18
1,298
4,442
-
220
98
(212)
1,404
10,000
149
95
(111)
14,575
Fair value sensitivity analysis for fixed rate instruments
The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or
loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points in interest rates at the reporting date would have increased or decreased the
Group’s equity and profit or loss by $12,980 (2022: $44,420).
Sensitivity analysis
The Group operates primarily in the exploration and evaluation phase and accordingly the Group’s financial
assets and liabilities are subject to minimal commodity price risk.
Capital Management
The Group has defined its capital as paid up share capital net of accumulated losses. The Group’s
objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, so
as to maintain a strong capital base sufficient to maintain future exploration and development of its projects.
In order to maintain or adjust the capital structure, the Group may return capital to shareholders, issue new
shares or sell assets or reduce debt. The Group’s focus has been to raise sufficient funds through equity to
fund engineering, exploration and evaluation activities.
There were no changes in the Group’s approach to capital management during the year. Risk management
policies and procedures are established with regular monitoring and reporting. Neither the Company nor
any of its subsidiaries are subject to externally imposed capital requirements.
Notes to the Financial Statements
55
6. Income and Expenses
(a) Income
Other income
Total income
Interest income
Finance income
Interest expense
Finance expense
Net finance income
(b) Corporate and administration expenses
Travel and accommodation
Legal fees
Promotional
Contractors and consultancy
Occupancy
Taxation Fees
Insurance
Share registry, ASIC & ASX
General Office Maintenance
Accounting costs
Other
Consolidated
Note
2023
$’000
2022
$’000
75
75
158
158
(7)
(7)
151
493
615
168
776
96
58
85
196
83
10
256
-
-
53
53
(8)
(8)
45
150
35
320
180
62
100
68
140
34
11
319
Total Corporate and Administration
2,836
1,419
(c) Employment expenses
Wages and salaries1
Other associated personnel expenses
Increase in liability for long service leave
Contributions to defined contribution plans
Share based payments expense
Total Employment expenses
2,068
1,557
10
6
138
(692)
1,530
9
22
144
1,041
2,773
1 Total Wages and Salaries incurred during the year including amounts capitalised to exploration and evaluation was
$3,060,000 (2022: $2,912,866).
(d) Expense on exploration tenement
Expense on exploration tenement
Total Expense
15
2,679
2,679
564
564
Tivan Annual Report 2023
56
7. Auditors’ Remuneration
Auditors of the Group -
KPMG Australia:
Audit and review of financial reports
Non-Audit fees (Primarily relates to project financing services)
Total Auditor’s remuneration
8. Income Tax
A reconciliation between tax expense and pre-tax loss:
Accounting (loss) before income tax
At the domestic tax rate of 25% (2022: 30%)
Reconciling items
Other non-deductible expenses
Tax losses and temporary differences not brought to account
Income tax expense reported in the income statement
Unused tax losses carried forward
Potential tax benefit @ 25% (2022: 25%)
Tax losses offset against deferred tax liabilities
Unrecognised tax benefit
Consolidated
2023
$’000
2022
$’000
86,393
138,682
45,080
217,868
225,075
262,948
Consolidated
2023
$’000
2022
$’000
(7,082)
(1,771)
(4,895)
(1,468)
(228)
1,999
-
342
1,126
-
76,834
71,777
19,209
(13,247)
5,962
17,944
(13,137)
4,807
All unused tax losses were incurred by Australian entities.
Potential future income tax benefits net of deferred tax liabilities attributable to income tax losses (both
consolidated and Parent Entity) have not been brought to account because the Directors do not believe it is
appropriate to regard realisation of the future income tax benefits as probable.
The benefits of these tax losses will only be obtained if:
(i)
future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be
realised;
(ii) the conditions for deductibility imposed by tax legislation continue to be complied with; and
(iii) no changes in tax legislation adversely affect the Group in realising the benefit.
Notes to the Financial Statements
8. Income Tax (continued)
Deferred income tax
Statement of financial position
Deferred income tax relates to the following:
Deferred Tax Liabilities
Borrowing Costs
Exploration and evaluation assets
Deferred Tax Assets
Non-current assets
Tax only assets
Trade and Other payables/Accruals
57
Consolidated
2023
$’000
2022
$’000
95
14,240
(190)
(746)
(152)
-
14,173
(401)
(507)
(128)
Brought forward tax losses offset against deferred tax liabilities
(13,247)
(13,137)
-
-
9. Earnings Per Share
The calculation of basic earnings per share for the year ended 30 June 2023 was based on the loss
attributable to ordinary shareholders of $7,082,020 (2022: loss $4,894,658) and a weighted average number
of ordinary shares on issue during the year ended 30 June 2023 of 1,357,051,031 (2022: 1,335,133,223).
Loss attributable to ordinary shareholders
(Loss) for the period
(Loss) attributable to ordinary shareholders
Weighted average number of ordinary shares
Number of ordinary shares at 1 July
Effect of shares issued
Effect of options exercised
2023
$’000
(7,082)
(7,082)
2022
$’000
(4,895)
(4,895)
2023
Numbers
2022
Numbers
1,335,133,223
1,249,497,040
21,917,808
85,616,438
-
19,745
Weighted average number of ordinary shares at 30 June
1,357,051,031
1,335,133,223
Basic (loss) per share (cents)
Diluted (loss) per share (cents)
Effect of dilutive securities
(0.52)
(0.52)
(0.37)
(0.37)
Tivan’s potential ordinary shares as at 30 June 2023 include 8,950,000 Rights granted to the Eligible
Employees and Non-Executive directors at the year ending 2023, and 17,354,824 options issued to
Canaccord Genuity in the previous financial year.
The Rights are treated as Contingency Issuable shares as per AASB 133 paragraph 56. At the reporting
date, the vesting conditions were not met and therefore the Rights have not been included in the calculation
of diluted earnings per share.
The options granted to the employee have been treated as per AASB 133 paragraph 47A-48. The share
price is less than the exercise price of the Options on issue for Canaccord Genuity. Hence these Options
are not considered under basic EPS or Diluted EPS as per Para 47,47A of AASB 30. Earnings per share
have been calculated taking consideration of the options with the fixed term. Performance-based employee
options are treated as contingently issuable shares because their issue is contingent upon satisfying
specified conditions in addition to the passage of time. However, rounding creates the same amount for
basic and diluted earnings per share.
Tivan Annual Report 2023
58
10. Segment Information
The Board has determined that the Group has one reportable segment, being mineral exploration in
Australia. As the Group is focused on mineral exploration, the Board monitors the Group based on actual
versus budgeted consolidated results. This internal reporting framework is the most relevant to assist the
Board in making decisions regarding the Group and its ongoing exploration activities, while also taking into
consideration the results of exploration work that has been performed to date. The financial results from this
segment are equivalent to the financial statements of the Group as a whole.
11. Cash and Cash Equivalents
Cash at bank
Short term deposits
12. Trade and Other Receivables
Current
Other receivables
Short term security deposits1
GST receivables
Consolidated
2023
$’000
1,298
-
1,298
2022
$’000
4,442
10,000
14,442
Consolidated
2023
$’000
2022
$’000
1
220
114
335
19
149
241
409
1. Bank short term deposits of $46,000 maturing in 1 month, $100,000 maturing in 3 months 1 day are paying interest at a
weighted average interest rate of 4.10% and 4% respectively (2022: 0.70% and 0.80%)
13. Other Investments
Investments in equity instruments
Number
$’000
Number
$’000
2023
2022
Peninsula Energy Ltd
Spirit Telecom Energy Ltd
Todd River Resources Ltd
Balance at end of year
-
-
-
-
-
-
-
-
90,000
17,392
7,000,000
7,107,392
14
1
182
197
The Group’s investments in equity securities are classified as Investment in equity instruments (FVOCI).
Subsequent to initial recognition, they are measured at fair value. Gains or losses on revaluation of asset
are recognised in other comprehensive income (FVOCI). At June 2023, management recognised fair
Notes to the Financial Statements
13. Other Investments (continued)
59
value adjustment of negative $104,396 through other comprehensive income before the sale of these
investments. The decrease in fair value is largely due to the decrease in the share price of Todd River
Resources. Tivan sold 7,000,000 shares of Todd Tiver Resources Limited on 22 June 2023 at $0.011
per share for a total consideration of $77,000. In addition, Tivan sold 17,392 shares of Spirit Technology
Solutions Ltd on 23 June 2023 at $0.036 per share for a total consideration of $626; and 90,000 shares
of Peninsula Energy Limited at $0.17 per share for a total consideration of $15,300. The sale value of the
respective shares was the same as the fair value used for revaluation before the sale.
Upon sale of the above investments an amount of $1,309,000 was reclassed from investment revaluation
reserves to Retained Earnings.
14. Right-of-use Asset
Cost
Balance at 1 July
Additions1
Depreciation
Balance at 30 June
1. Additions are due to new leases during the year relating to offices in Perth, Sydney and Darwin.
15. Exploration and Evaluation Expenditures
Consolidated
2023
$’000
2022
$’000
102
324
(217)
209
238
22
(158)
102
Cost
Balance at 1 July
Exploration and evaluation expenditure
Speewah Acquisition costs
Expense to income statement
Research and development rebate
Balance at 30 June
Exploration expenditure capitalised during the year
Drilling and exploration & acquisition
Feasibility and evaluation
Total exploration expenditure
Consolidated
Note
2023
$’000
2022
$’000
28
57,753
5,831
20,010
(2,679)
(1,897)
79,018
19,539
3,623
23,162
53,149
8,855
-
(564)
(3,687)
57,753
1,833
6,458
8,291
The ultimate recoupment of costs carried forward for exploration and evaluation phases is dependent on
the successful development and commercial exploitation or sale of the respective areas of interest. At
balance date the carrying amount of exploration and evaluation expenditure was $79,017,655 of which
$57,462,705 was attributable to the Mount Peake project, $20,292,012 to Speewah project (includes
Speewah acquisition cost of $20,009,824) and the remaining balance relating to other current exploration
projects.
An amount of $2,675,789 has been expensed in the statement of Profit and Loss as a result of the Group
relinquishing the Ancillary Mineral Leases ML29855 (Processing), ML29856 (Camp and Airstrip) and
ML30686 (Rail Siding) and the two access authorities AA31105 (Haul Road) AA32037 (Borefield and
Tivan Annual Report 2023
60
15. Exploration and Evaluation Expenditures (continued)
Pipeline), previously granted to support the Mount Peake development These leases were relinquished on
29 June 2023. The amount was previously allocated to exploration and evaluation asset and was expensed
as exploration expense during the financial year ending 30 June 2023.
There were significant on-going administrative and access costs associated with retaining these ancillary
mineral leases and access authorities; with the focus on Speewah, and now deferred timeframe for any
development or mining activity on the ground at Mount Peake, the Board believed it a prudent decision to
relinquish this ancillary tenure and significantly reduce holdings costs. The Company retains the main mineral
lease over the Mount Peake deposit (ML28341) and the granted exploration licences at Mount Peake.
16. Trade and Other Payables
Consolidated
Note
2023
$’000
2022
$’000
Current
Trade payables
Accruals
Other payables
Deferred Consideration Payable
28
Trade payables are normally settled on a 30-day basis.
17. Provisions
Employee provisions
Current
Annual leave
Long-service leave
Employee provisions
Non-Current
Long-service leave
Balance at 1 July
Net provisions recognised/(used) during the year
Balance at 30 June
295
1,166
59
7,500
9,020
1,183
455
322
-
1,960
Consolidated
2023
$’000
2022
$’000
236
-
236
47
47
483
(200)
283
323
138
461
22
22
502
(19)
483
Notes to the Financial Statements
61
18. Lease Liabilities
Balance as at 1 July
Additions
Interest expense
Lease repayments
Balance at 30 June
Current liability
Non-current liability
19. Issued Capital and Reserves
Issued and paid-up share capital
(a) Movements in shares on issue
Consolidated
2023
$’000
2022
$’000
111
324
7
(230)
212
192
20
212
253
22
8
(172)
111
103
8
111
Consolidated
2023
$’000
2022
$’000
135,130
126,176
2023
2022
Number
$’000
Number
$’000
Balance at the beginning of year
1,388,418,222
126,176 1,249,497,040
Share placement
Share issue costs
Share issue costs (Share Based Payments)
Options Exercised
Proceeds from sale of loan funded shares
100,000,000
8,800
138,888,889
-
-
-
-
(20)
-
-
174
-
-
32,293
-
114,735
12,500
(683)
(382)
6
-
Balance at end of year
1,488,418,222
135,130 1,388,418,222
126,176
*Note: 6 million shares are held in trust (loan funded shares)
During the reporting period, the Company issued 100 million ordinary fully paid shares in Tivan to King
River Resources (KRR) at a deemed price of 10 cents per share for A$10 million as a part consideration to
purchase Speewah Mining Pty Ltd (holder of the Speewah Project) from KRR. However, for accounting
purpose the share price has been considered as 8.8 cents as the market price on the date of completion.
The shares issued to KRR will be subject to voluntary escrow until 17 February 2025.
The Company previously issued Loan Funded Shares to eligible employees and NED in the Financial year
ending 30 June 2015. The company still had 8 million loan funded shares at the beginning of the year, which
were previously allocated to the Managing Directors and former Non-executive Directors (NED). Notice was
provided to the holders for repayment of the loans during the year, pursuant to the terms of the plans upon
resignation of these directors. These loans were not repaid. As such, the Company is able to facilitate a sale
of the shares and treated as treasury shares. The Company sold 2 million of these loan funded shares off
market during the year at 8.7c per share for proceeds of $174,000.
Ordinary shares are classified as equity. Incremental costs directly attributed to the issue of new shares are
shown in equity as a deduction from the proceeds.
Refer to Note 25 for details of employee share-based payments.
Tivan Annual Report 2023
19. Issued Capital and Reserves (continued)
62
On 21 December 2021, the Company issued 17,354,824 unquoted options exercisable at $0.18 with a
3-year expiry to Canaccord Genuity as payment for corporate advisory services. The fair value of these
unquoted options has been measured using the Black Scholes option pricing model and has been shown as
a reduction in equity. The inputs used in the measurement of the fair values at grant date of the options were
as follows:
Item
Underlying security spot price
Exercise price
Valuation date
Expiry date
Life of the Options (years)
Share price volatility
Risk – free rate
Dividend yield
Number of Options
Valuation per Option
Valuation per Tranche
Options
$0.077
$0.180
21-Dec 21
20-Dec 24
3.00
75%
0.960%
Nil
17,354,824
$0.022
$381,806
Terms and conditions of contributed equity
Holders of ordinary shares are entitled to receive dividends that may be declared from time to time and
are entitled to one vote per share at shareholders’ meetings. In the event of winding up of the Company,
ordinary shareholders rank after all other shareholders and creditors and are fully entitled to any proceeds
from liquidation.
Reserves
Fair Value through other comprehensive income reserve1
Transaction Reserve2
Total Reserves
Consolidated
2023
$’000
-
2,146
2,146
2022
$’000
1,205
2,146
3,351
Transaction Reserve is used to record the fair value of shares accounted for during the in-specie
distribution.
1 As all remaining equity instruments were sold in the period, the reserve has been reduced to nil.
2
In 2017, the Group demerged its assets via its subsidiary Todd River Resources to create a base metal focused exploration
company. The Company transferred $7,000,000 of the NT base Metal Assets to Todd River Resources in consideration of
35,000,000 shares at a deemed issue price of $0.20 per share. 28,000,000 of these shares were distributed and transferred
via an in- specie distribution to the Company’s shareholders on a pro-rata basis. The in-specie distribution was accounted for at
the fair value of the assets distributed and the remainder was accounted for in the Share capital account.
Notes to the Financial Statements
63
20. Commitments
Tenement expenditure commitments
In order to maintain current rights of tenure to exploration tenements, the Group is required to perform
minimum exploration work to meet the minimum expenditure requirements specified by various State and
Territory governments. These requirements are subject to renegotiation when application for a mining lease
is made and at other times. These obligations are not provided for in the financial report.
Exploration commitments payable not provided for in the financial report:
Within one year
Consolidated
2023
$’000
2022
$’000
627
1,391
21. Contingent Liabilities
The details and estimated maximum amounts of contingent liabilities that may become payable are set out
below. The Directors are not aware of any circumstance or information which could lead them to believe
that these liabilities will crystallise and consequently no provisions are included in the financial statements in
respect of these matters.
(a) Guarantees – Parent
A guarantee has been provided to support unconditional office lease
performance bonds
(b) Guarantees – Subsidiary
A guarantee has been provided to support unconditional environmental
performance bonds
Consolidated
2023
$’000
2022
$’000
118
118
200
200
47
47
197
197
The Group has various security deposits totalling $317,834, representing bank guarantees/security
deposits pursuant to the Company’s office rentals, a bank guarantee of $100,000 with the Central Land
Council (NT), and $97,896 paid directly to the Department of Primary Industry and Resources for various
tenements for the Mount Peake Project for a rehabilitation guarantee, which is accounted for as non-current
assets.
Indemnities have been provided to Directors and certain executive officers of the Company in respect of
liabilities to third parties arising from their positions, except where the liability arises out of conduct involving
a lack of good faith. No monetary limit applies to these agreements and there are no known obligations
outstanding at 30 June 2023.
Tivan Annual Report 2023
64
22. Deed of Cross Guarantee
Pursuant to ASIC Corporations (Wholly owned Companies) Instrument 2016/785 the wholly owned
subsidiaries listed below are relieved from the Corporations Act 2001 requirements for preparation, audit
and lodgement of financial reports, and Directors’ reports.
It is a condition of the Instrument that the Company and each of the subsidiaries enter into a Deed of Cross
Guarantee. The effect of the Deed is that the Company guarantees to each creditor payment in full of any
debt in the event of winding up of any of the subsidiaries under certain provisions of the Corporations
Act 2001. If a winding up occurs under other provisions of the Act, the Company will only be liable in the
event that after six months any creditor has not been paid in full. The subsidiaries have also given similar
guarantees in the event that the Company is wound up.
The subsidiaries subject to the Deed are Connaught Mining NL and Enigma Mining Limited. A consolidated
statement of comprehensive income and consolidated statement of financial position, comprising the
Company and controlled entities which are a party to the Deed, after eliminating all transactions between
parties to the Deed of Cross Guarantee, for the year ended 30 June 2023 is set out as follows:
Other Income
Sale of tenements
Total Income
Corporate and administration expenses
Employment expenses
Depreciation and amortisation expenses
Exploration Expenses
Loss from continuing operations
Finance income
Finance costs
Net finance income
Loss before tax
Income tax expense
Loss for the year
Equity investments at FVOCI-net change in fair value
Other comprehensive loss for the income (loss) for the year
Total comprehensive loss for the year
Statement of Comprehensive income and retained earnings
Profit /(loss) before income tax
Share-based payments
Relocation of investment revaluation reserve to retained earnings
Share Issue costs (share based payments)
Movements in retained earnings
Retained earnings at beginning of the year
Retained earnings at end of year
Consolidated
2023
$’000
2022
$’000
75
75
(2,806)
(1,530)
(258)
(2,679)
(7,198)
157
(6)
151
-
-
(1,418)
(2,773)
(183)
(564)
(4,938)
53
(8)
45
(7,047)
(4,893)
-
-
(7,047)
(4,893)
(104)
(104)
(403)
(403)
(7,151)
(5,296)
(7,047)
(692)
(1,309)
-
(4,893)
1.041
-
382
(9,048)
(3,470)
(53,069)
(49,599)
(62,117)
(53,069)
Notes to the Financial Statements
22. Deed of Gross Guarantee (continued)
Statement of Financial Position
Cash assets
Trade and other receivables
Prepayments
Other investments
Total current assets
Other receivables
Plant and equipment
Loan and borrowings from related parties
Right-of-use-asset
Exploration and evaluation expenditure
Total non-current assets
Total assets
Trade and other payables
Provision
Lease liabilities
Total current liabilities
Lease liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
Issued capital
Reserves
Retained earnings
Total equity
65
Consolidated
2023
$’000
2022
$’000
1,233
14,442
327
374
-
408
371
197
1,934
15,418
98
182
18,933
162
57,981
77,356
95
32
(1,086)
102
57,750
56,893
79,290
72,311
7,976
236
103
8,315
61
47
108
1,961
461
103
2,525
8
22
30
8,423
2,555
70,867
69,755
135,130
(2,146)
(62,117)
126,176
(3,351)
(53,069)
70,867
69,756
23. Consolidated Entities
Subsidiaries
Connaught Mining NL
Enigma Mining Limited
Tennant Creek Gold (NT) Pty Ltd
Manbarrum Mining Pty Ltd (Renamed Sandover Minerals Pty Ltd)
TNG Energy Pty Ltd¹
TNG Gold Pty Ltd
TIVAN Technology Pty Ltd
Speewah Mining Pty Ltd
1. Direct subsidiary of Enigma Mining Limited
Country of
Incorporation
2023 % of
Ownership
2022 % of
Ownership
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
0
Tivan Annual Report 2023
66
24. Notes to the Statements of Cash Flows
Reconciliation of cash flows from operating activities
Net profit/(loss) for the period
Add/(less) non-cash items:
Depreciation and amortisation
Interest expense
Share based expense
Share issue costs (Share Based Payments)
Loss on disposal of software
Gain on sale of Tenement
Exploration expense
Change in assets and liabilities:
Change in current payables and provisions
Change in current receivables and prepayments
Consolidated
2023
$’000
2022
$’000
(7,082)
(4,895)
263
7
(692)
-
19
(75)
2,679
(4,881)
324
(232)
184
8
1,041
382
-
-
564
(2,716)
(176)
(370)
Net cash used in operating activities
(4,789)
(3,262)
Reconciliation of lease liabilities arising from financing activities
Consolidated
Lease liability at 1 July
Additions
Interest expense
Lease liability at 30 June
Net cash used in financing activities
25. Employee Benefits
Defined contribution superannuation funds
2023
$’000
(111)
(324)
(7)
212
(230)
2022
$’000
(253)
(22)
(8)
111
(172)
The Group made contributions to employee’s nominated superannuation funds. The amount recognised as
an expense was $137,722 for the financial year ended 30 June 2023 (2022: $144,115).
Share-based payments
This is a non-cash expense recognised, based on the value of the Performance Rights/Options
Total share-based expenses for FY23 were ($692,178) (2022: $1,040,788). The negative figure for the
year is due to the departure from the Company of Non-Executive Directors and employees resulting in the
forfeiture of Performance/Non-Executive Director Rights and Options and reversal of expenses incurred in
previous years.
The Company announced on 21 December 2022 that under his employment agreement in the position of
Executive Chairman, an offer of 30 million options was made to Mr Grant Wilson, subject to shareholder
approval, in three tranches:
The Company announced on 21 December 2022 that under his employment agreement in the position of
Executive Chairman, an offer of 30 million options was made to Mr Grant Wilson, subject to shareholder
approval, in three tranches:
> 10 million options with an expiry date of 30 June 2025 and exercise price of $0.30 per option
> 10 million options with an expiry date of 30 June 2026 and exercise price of $0.40 per option
> 10 million options with an expiry date of 30 June 2027 and exercise price of $0.50 per option
Notes to the Financial Statements
25. Employees Benefits (continued)
67
The fair value of these 30 million options has been measured using the Black Scholes option pricing model
and has been expensed as a non cash item for an amount of $300,000.
(a) Types of share-based payments
The Group has the following incentive securities plans in place.
Option Plan
Under the Option Plan, Eligible Employees (being a full or part time employee (including an Executive
Director, a Non-Executive Director, a contractor, a casual employee or a prospective participant of the
Company or its subsidiaries)) may be granted options as part of their remuneration or fees. Each option
entitles the holder to subscribe for and be allotted one Tivan share at an exercise price per option to be
determined by the Board at the time it resolves to make offers of options, having regard to such matters as
the Board considers appropriate (but which exercise price will not be less than the market value of a share at
that time).
Performance Rights Plan
The former Board established the Performance Rights Plan to attract and retain talented key personnel
required for the successful delivery the Company’s business objectives and to appropriately incentivise its
senior leadership team to drive company performance for the benefit of Tivan and all shareholders.
The Performance Rights Plan contemplates the issue to Eligible Executives (being actual and prospective
full-time, part-time or casual employees, executive Directors (excluding Non-Executive Directors) and
consultants) of rights which carry the entitlement to be issued shares on satisfaction of performance
conditions determined by the Board (“Performance Rights”).
The Performance Rights will vest only upon satisfaction of certain key performance/vesting conditions as
set by the Board and will entitle the holder to one fully-paid ordinary share for each vested right.
Each Right will, upon vesting and exercise, result in the issue of one ordinary share in the Company. No issue
price or exercise price is payable for the Rights. The Board determines (in its sole discretion) the extent to
which the relevant vesting conditions have been satisfied. Rights may vest (and be exercised into shares)
progressively as vesting conditions are satisfied.
Non-Executive Director (NED) Rights Plan
The former Board established the NED Rights Plan to attract and retain talented Non-Executive Directors
and to align the interests of NEDs with those of shareholders in order to increase shareholder value by
enabling Eligible NEDs to share in the future growth and profitability of the Company.
The NED Rights Plan contemplates the issue to Eligible NEDs of rights which carry the entitlement to be
issued fully-paid ordinary shares on satisfaction of vesting conditions determined by the Board (“NED
Rights”).
While some corporate governance bodies suggest that NED remuneration should not be linked to
performance, in the circumstances of Tivan and its current stage of development, the former Board
considered that it is appropriate to adequately incentivise and reward NEDs (including as an attraction and
retention tool) based on performance and achievement of key milestones. The former Board was of the
view that having NED Rights vesting linked to performance conditions will not compromise the Board’s
objectivity and independence and all decisions will continue to be made solely in the interests of Tivan and
all shareholders.
The key terms of the NED Rights Plan are the same as the key terms of the Performance Rights Plan, except
that NED Rights may only be issued to Non-Executive Directors.
The Company announced on 21 December 2022 that under Grant Wilson’s employment agreement in
the position of Executive Chairman, an offer of 30 million options was made to him, subject to shareholder
approval, in three tranches with differing expiry dates and exercise prices. The fair value of these 30 million
options has been measured using the Black Scholes option pricing model and has been expensed as a non
cash item for an amount of $300,000 (Refer Note 25 for details).
This $300,000 is an estimated fair value which will be revalued at formal grant date upon share holder
approval.
Tivan Annual Report 2023
25. Employee Benefits (continued)
68
(b) Summary and movement of incentive securities on issue.
Options
Outstanding balance at the
beginning of the year
Granted Subject to Shareholder approval
Vested
Lapsed
Forfeited
Outstanding balance at the end of the year
30,000,000
Vested and exercisable at the end of the year
-
-
5,000,000
2023
Number of
Options
Weighted
average
exercise price
2022
Number of
Options
Weighted
average
exercise price
15,000,000
0.24
15,000,000
30,000,000
-
-
15,000,000
0.40
-
-
0.24
0.40
-
5,000,000
-
-
15,000,000
0.24
-
0.18
-
-
0.24
0.18
2023
Number of
Rights
Weighted
average
exercise price
2022
Number of
Rights
Weighted
average
exercise price
30,350,000
0.09
32,500,000
0.09
-
-
-
22,800,000
-
-
-
0.09
0.09
-
-
-
-
2,150,000
30,350,000
-
-
-
-
0.09
0.09
-
2023
Number of
Rights
Weighted
average
exercise price
2022
Number of
Rights
Weighted
average
exercise price
4,200,000
0.09
4,200,000
0.09
-
-
-
2,800,000
1,400,000
-
-
-
0.09
0.09
-
-
-
-
-
4,200,000
-
-
-
-
-
0.09
-
Performance Rights
Outstanding balance at the
beginning of the year
Granted
Vested
Lapsed
Forfeited
Outstanding balance at the end of the year
7,550,000
Vested and exercisable at the end of the year
-
NED Rights
Outstanding balance at the
beginning of the year
Granted
Vested
Lapsed
Forfeited
Outstanding balance at the end of the year
Vested and exercisable at the end of the year
-
Notes to the Financial Statements
25. Employee Benefits (continued)
The Rights have the following vesting conditions:
Class Vesting condition to be met
69
Weighting
NED Rights
Performance
Rights
70,000
1,132,500
A
B
C
D
E
F
Completion of the Mount Peake Project Front-End Engineering and Design
Study by SMS group, and receipt of turnkey EPC proposal from SMS group
Entry into binding documentation for the acquisition of land for the Darwin
Processing Facility with the NT Government
70,000
377,500
Commencement of ground-breaking activities at the Mount Peake Project
280,000
1,510,000
Entry into binding documentation to raise an amount of equity finance which
is sufficient to support the project financing of the Mount Peake Project
280,000
1,510,000
Entry into binding documentation to raise an amount of debt finance which is
sufficient to support the project financing of the Mount Peake Project
280,000
1,510,000
TNG market capitalisation reaching A$500 million based on a volume
weighted average price of TNG shares over 20 consecutive trading days on
which TNG shares have traded multiplied by the number of issued shares on
the day of the grant of the Performance Rights, which will exclude any new
shares issued after the grant date
420,000
1,510,000
Upon Mr Paul Burton’s departure, notice was provided to Mr Burton to repay the loan for 4 million loan
funded shares issued (treated in substance as an option for accounting purposes) to Mr Burton pursuant
to the terms of the TNG Employee Share Plan. Pursuant to the terms of the plan, the loan was not repaid
upon his departure, hence forfeited and the Company is able to facilitate a sale of the shares and apply
the proceeds towards the repayment of the loan amount. These loan funded shares were granted on 26
November 2014 with a fair value of $0.057 each at grant date.
(c) Fair value determination
The fair value of the 30 million options offered to Mr Grant Wilson (yet to be formally granted and issued, as
subject to shareholder approval) in three separate tranches – named Tranche A, B and C below – has been
measured using the Black Scholes options pricing model and accrued at 30 June 2023.
The inputs used in the measurement of the fair values of the options (for accrual purposes) were as follows:
Options
Valuation Date
Underlying security spot price
Exercise price
Expiry date
Remaining Life of the Options (years)
Volatility
Risk-free rate
Dividend yield
Number of Options
Valuation per Option
Valuation per Tranche
Tranche A
Tranche B
Tranche C
30 June 23
30 June 23
30 June 23
$0.074
$0.300
$0.074
$0.400
$0.074
$0.500
30 June 25
30 June 26
30 June 27
2.00
75%
3.00
75%
4.00
75%
4.175%
4.030%
3.950%
-
-
-
10,000,000
10,000,000
10,000,000
$0.007
$70,000
$0.010
$0.013
$100,000
$130,000
Tivan Annual Report 2023
25. Employee Benefits (continued)
Options awarded in previous years
70
The fair value of the Options and the Classes A to E of the Rights has been measured using the Black
Scholes option pricing model. The fair value of Class F of the Rights has been measured using a barrier
up-and-in trinomial option pricing model with a Parisian barrier adjustment, to reflect that the market
capitalisation condition is assessed using a volume weighted price over a 20-day period.
The inputs used in the measurement of the fair values at grant date of the equity-settled share-based
payments plans were as follows:
Options
Tranche A
Tranche B
Tranche C
Tranche D
Fair value at grant date
Share price at grant date
Exercise price
Expected volatility
Expected life
Expected dividends
$0.037
$0.094
$0.150
80%
3
-
$0.031
$0.094
$0.200
80%
3
-
$0.026
$0.094
$0.250
80%
3
-
$0.023
$0.094
$0.300
80%
3
-
Risk-free interest rate (based on government bonds)
0.115%
0.115%
0.115%
0.115%
All these options forfeited during the year.
Rights
Fair value at grant date
Share price at grant date
Exercise price
Expected volatility
Expected life
Expected dividends
Class A–E
Class F
$0.094
$0.094
-
80%
2.81
-
$0.039
$0.094
-
80%
2.81
-
Risk-free interest rate (based on government bonds)
0.115%
0.115%
Notes to the Financial Statements
71
26. Related Parties
(a) Compensation of key management personnel
Key management personnel compensation comprised the following:
Compensation by category
Key Management Personnel
Short-term
Post-employment
Share Based Expense (Non-Cash)
Termination Payment
Consolidated
2023
$’000
2022
$’000
1,164
38
(807)
656
1,051
2,446
54
697
3,197
Information regarding individual Directors and executives’ compensation and equity disclosures as
permitted by Corporations Regulation 2M.3.03 and 2M.6.04 is provided in the Remuneration Report section
of the Directors’ Report.
(b) Other transactions with key management personnel
The terms and conditions of the transactions with key management personnel and their related parties were
no more favourable than those available, or which might reasonably be expected to be available, on similar
transactions to non-key management personnel related entities on an arm’s length basis.
The following payments were also paid for consulting fees to Miceva Family Trusts $9,875 (2022: $0) of
which Simon Morten is a related party. John Elkington was paid $52,200 during the year for Consulting
Services (2022: $35,300). These have been included in the directors’ remuneration.
27. Parent Entity Information
As at, and throughout, the financial year ending 30 June 2023 the parent entity of the Group was Tivan Limited.
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Issued capital
Reserves
Accumulated losses
Total shareholders’ equity
Loss for the year
Total comprehensive loss for the year
Consolidated
2023
$’000
1,766
61,669
63,435
8,290
108
8,398
135,130
13,334
(93,427)
2022
$’000
14,814
56,680
71,494
840
133
973
126,176
12,822
(68,477)
55,037
70,521
(23,641)
(23,745)
(4,274)
(4,677)
72
27. Parent Entity Information (continued)
Tax consolidation
Tivan and its 100% owned Australian subsidiaries formed a tax consolidated group with effect from 1 July
2003. TNG is the head entity of the tax consolidated group. Members of the group have not entered into a
tax sharing agreement.
The parent entity has entered into a Deed of Cross Guarantee with the effect that the Company guarantees
debts in respect of certain subsidiaries. Further details of the Deed of Cross Guarantee and the subsidiaries
subject to the deed are disclosed in Note 22.
Contingent Liabilities
Guarantees
A guarantee has been provided to support unconditional
Office lease performance bonds
Total estimated contingent liabilities
2023
$’000
2022
$’000
118
118
47
47
28. Acquisition of Speewah Mining Pty Ltd.
On 11 April 2023, Tivan acquired 100% of the issued capital of Speewah Mining Pty Ltd (SMPL), the owner
of the Speewah Vanadium-Titanium- Iron Project (Speewah Project) located 100km south of the port town
of Wyndham in the Kimberley region in north-west Western Australia. The transfer was accounted for as an
asset acquisition.
The agreed consideration for the acquisition is $20 million, comprising $10 million in new Tivan shares at a
deemed issue price of $0.10 per share, and $10 million in cash by way of three staged payments including
an initial $2.5 million payment subject to KRR shareholder approval, which was obtained at a general
meeting held on 31 March 2023.
The acquisition was completed on 11 April 2023 following a cash payment of A$2.5 million from Tivan to
KRR (funds that were previously held in escrow pending completion) and the issue of 100 million ordinary
fully paid shares in Tivan to KRR (at 10 cents per share for A$10 million). The shares issued to KRR will be
subject to voluntary escrow until 17 February 2025. Tivan also paid another $2.5 million on 27 July 2023
following a placement of shares. The remaining cash payment of $5.0 million is payable by Tivan to KRR by
17 February 2024.
For accounting purposes the 100 million shares have been valued as 8.8 cents per share based on the
market price on the date of completion.
Tivan has recognised net identifiable assets of $20.010m at the acquisition date which includes an
additional amount of $1.210m legal and transaction costs (of which $180k has been paid)
Speewah Acquisition Table:
Total consideration for the purchase is as follows:
Cash Deposit
Issue of 100m shares at a market price of 8.8 cents (refer note 19)
Deferred Consideration (refer note 16)
Transaction fees for acquisition
Total Purchase Consideration and cost of acquisition
Less: Assets acquired
Exploration and Evaluation
11 April 2023
$’000
2,500
8,800
7,500
1,210
20,010
20,010
Tivan Annual Report 2023 73
29. Events Subsequent to Balance Date
The following events occurred subsequent to the financial year ended 30 June 2023:
> On 12 July 2023, the Company announced that it was undertaking a $5 million Placement and a Share
Purchase Plan, both at an issue price of $0.072 per share. On 9 August 2023, the Company announced
that the Placement and Share Purchase Plan combined realised net proceeds of approximately
$6 million.
> On 13 July 2023, the Company announced that it had signed a Heads of Agreement with Cambridge
Gulf Limited, the operator of the Wyndham Port in WA, to collaborate on opportunities to support the
Speewah Project.
> On 13 July 2023, the Company announced that Mr Simon Morten retired as a Non-Executive Director.
> On 13 July 2023, the Company announced that the Company’s Executive Chairman, Mr Grant Wilson,
committed to an extension of the term of his role to 28 November 2025.
> On 13 July 2023, the Company released a presentation including details on the Project Fast Track
initiative.
> On 20 July 2023, the Company announced that it had initiated a desktop and site-based works program
to facilitate the environmental approvals process for the Speewah Project.
> On 23 August 2023, the Company announced an updated development strategy for the Speewah
Project, focused on development of the TIVAN+ pathway and the processing facility planned for
MASDP as the longer term vision, and in parallel progression of a salt roast project at Speewah following
an internal evaluation of alternative vanadium processing technologies and products.
> On 24 August, the Company announced it had agreed with the Northern Territory Government a
6 month extension on the commitment “not to deal” on the proposed site for the planned TIVAN®
Processing Facility in the Middle Arm Sustainable Development Precinct in Darwin.
> On 1 September 2023, the Company announced that it had appointed Dr Guy Debelle as a
Non-Executive Director.
> On 22 September 2023, the Company announced the appointment of engineering group Hatch to
complete an engineering review for the pre-feasibility study for Speewah
Other than as mentioned above, or elsewhere in this report, financial statements or notes thereto, at the date
of this report there are no other matters or circumstances which have arisen since 30 June 2023 that have
significantly affected or may significantly affect:
a) the Consolidated Entity’s operations in future years, or
b) the results of those operations in future financial years, or
c)
the Consolidated Entity’s state of affairs in future financial years.
Tivan Annual Report 2023 Tivan Annual Report 2023
74
Directors’
Declaration
In the opinion of the Directors of Tivan Limited (the “Company”):
1 The consolidated financial statements and notes, that are set out on pages 30 to 64, and the
Remuneration Report in pages 18 to 26 in the Directors’ Report, are in accordance with the
Corporations Act 2001, including:
(i) giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its performance,
for the financial year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporation Regulations 2001, and
2 There are reasonable grounds to believe that the Company “and Group” will be able to pay its debts as
and when they become due and payable.
3 There are reasonable grounds to believe that the Company and the group entities identified in note 23
will be able to meet any obligation or liabilities to which they are or may become subject to by virtue
of the Deed of Cross Guarantee between the Company and those group entities pursuant to ASIC
Corporations (Wholly owned Companies) Instrument 2016/785.
The Directors have been given the declarations required by Section 295A of the Corporations Act 2001
from the Chief Executive Officer (or equivalent) and Chief Financial Officer for the financial year ended 30
June 2023.
The Directors draw attention to note 2(a) of the consolidated financial statements which includes a
statement of compliance with International Financial Reporting Standards.
Signed in accordance with the resolution of the Directors:
Grant Wilson
Executive Chairman
25 September 2023
Independent Auditor’s Report
75
Independent
Independent Auditor’s Report
Auditor’s Report
To the shareholders of Tivan Limited (formerly TNG Limited)
Report on the audit of the Financial Report
Opinion
Independent Auditor’s Report
Independent Auditor’s Report
We have audited the Financial Report of Tivan
Limited (the Company).
The Financial Report comprises:
• Consolidated statement of financial position as at
In our opinion, the accompanying Financial
To the shareholders of Tivan Limited (formerly TNG Limited)
Report of the Company is in accordance with the
To the shareholders of Tivan Limited (formerly TNG Limited)
Corporations Act 2001, including:
Report on the audit of the Financial Report
30 June 2023;
• Giving a true and fair view of the Group’s
Report on the audit of the Financial Report
financial position as at 30 June 2023 and of
its financial performance for the year ended
on that date; and
Opinion
• Complying with Australian Accounting
Opinion
We have audited the Financial Report of Tivan
Standards and the Corporations Regulations
Limited (the Company).
We have audited the Financial Report of Tivan
2001.
Limited (the Company).
In our opinion, the accompanying Financial
Report of the Company is in accordance with the
Corporations Act 2001, including:
• Consolidated statement of profit or loss and other
comprehensive income, Consolidated statement
of changes in equity, and Consolidated statement
of cash flows for the year then ended;
• Notes including a summary of significant
accounting policies;
• The Directors’ Declaration.
The Financial Report comprises:
• Consolidated statement of financial position as at
The Financial Report comprises:
The Group consists of the Company and the entities
it controlled at the year-end or from time to time
30 June 2023;
• Consolidated statement of financial position as at
during the financial year.
30 June 2023;
In our opinion, the accompanying Financial
Report of the Company is in accordance with the
Corporations Act 2001, including:
• Giving a true and fair view of the Group’s
Basis for opinion
• Giving a true and fair view of the Group’s
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
• Consolidated statement of profit or loss and other
comprehensive income, Consolidated statement
• Consolidated statement of profit or loss and other
of changes in equity, and Consolidated statement
comprehensive income, Consolidated statement
of cash flows for the year then ended;
of changes in equity, and Consolidated statement
of cash flows for the year then ended;
• Notes including a summary of significant
financial position as at 30 June 2023 and of
its financial performance for the year ended
on that date; and
financial position as at 30 June 2023 and of
its financial performance for the year ended
on that date; and
• Notes including a summary of significant
Standards and the Corporations Regulations
2001.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
Standards and the Corporations Regulations
• Complying with Australian Accounting
audit of the Financial Report section of our report.
2001.
• The Directors’ Declaration.
The Group consists of the Company and the entities
We are independent of the Group in accordance with the Corporations Act 2001 and the ethical
it controlled at the year-end or from time to time
The Group consists of the Company and the entities
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
during the financial year.
it controlled at the year-end or from time to time
Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of
during the financial year.
the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with
these requirements.
Basis for opinion
• The Directors’ Declaration.
• Complying with Australian Accounting
accounting policies;
accounting policies;
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the Financial Report section of our report.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the Financial Report section of our report.
We are independent of the Group in accordance with the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
We are independent of the Group in accordance with the Corporations Act 2001 and the ethical
Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with
Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of
these requirements.
the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with
these requirements.
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
a scheme approved under Professional Standards Legislation.
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.
Tivan Annual Report 2023
Tivan Annual Report 2023
76
76
Material uncertainty related to going concern
We draw attention to Note 2(e), “Going Concern” in the Financial Report. The conditions disclosed in Note
2(e), indicate a material uncertainty exists that may cast significant doubt on the Group’s ability to
continue as a going concern and, therefore, whether it will realise its assets and discharge its liabilities in
the normal course of business, and at the amounts stated in the Financial Report. Our opinion is not
modified in respect of this matter.
In concluding there is a material uncertainty related to going concern we evaluated the extent of
uncertainty regarding events or conditions casting significant doubt in the Group’s assessment of going
concern. Our approach to this involved:
•
Evaluating the feasibility, quantum and timing of the Group’s plans to raise additional shareholder
funds to address going concern;
• Assessing the Group’s cash flow forecasts for incorporation of the Group’s operations and plans to
address going concern, in particular in light of the history of loss making operations; and
• Determining the completeness of the Group’s going concern disclosures for the principle matters
casting significant doubt on the Group’s ability to continue as a going concern, the Group’s plans to
address these matters, and the material uncertainty.
Key Audit Matters
In addition to the matter described in the Material
uncertainty related to going concern section, we
have determined the matters described below to
be the Key Audit Matters:
•
•
Exploration and evaluation expenditure
capitalised.
Accounting for acquisition of Speewah
Mining Pty Ltd .
Key Audit Matters are those matters that, in our
professional judgement, were of most significance in
our audit of the Financial Report of the current period.
These matters were addressed in the context of our
audit of the Financial Report as a whole, and in
forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Independent Auditor’s Report
77
Exploration and evaluation expenditure capitalised ($79.0 million)
Refer to Note 15 to the Financial Report
The key audit matter
How the matter was addressed in our audit
Exploration and evaluation (E&E) expenditure
capitalised is a key audit matter due to the:
• Significance of the activity to the Group’s business
and the balance (being 97% of total assets); and
• Greater level of audit effort to evaluate the Group’s
application of the requirements of the industry
specific accounting standard AASB 6 Exploration
for and Evaluation of Mineral Resources, in
particular the conditions allowing capitalisation of
relevant expenditure and assessment of
impairment indicators for the Mount Peake and
Speewah areas of interest. The presence of
impairment indicators would necessitate a detailed
analysis by the Group of the value of capitalised
E&E expenditure. Given the criticality of this to the
scope and depth of our work, we involved senior
team members to challenge the Group’s
determination that no such indicators existed.
In assessing the conditions allowing capitalisation of
relevant expenditure, we focused on documentation
available regarding rights to tenure, via licensing, and
compliance with relevant conditions, to maintain
current rights, particularly to the Mount Peake and
Speewah areas of interest and the Group’s intention
and capacity to continue the relevant E&E activities.
In assessing the presence of impairment indicators,
we focused on those that may draw into question the
commercial continuation of E&E activities for the
Mount Peake and Speewah areas of interest. In
addition to the assessments above and given the
financial position of the Group, we paid particular
attention to the:
• Group’s determination that capitalised E&E
expenditure will be recovered in full through
successful development and exploitation of the
areas of interest, or alternatively, by their sale; and
• Ability of the Group to fund the continuation of
activities.
Our procedures included:
• Evaluating the Group’s accounting policy to
capitalise E&E expenditure using the criteria
in the accounting standard;
• Assessing the Group’s current rights to
tenure, particularly for the Mount Peake and
Speewah areas of interest, by checking the
ownership of the relevant licences to
government registries. We also tested for
compliance with conditions, such as
minimum expenditure requirements, on a
sample of licences across all areas of
interest;
• Testing the Group’s additions to E&E
expenditure capitalised for the year by
evaluating a statistical sample of recorded
expenditure for consistency to underlying
records, the capitalisation requirements of
the Group’s accounting policy and the
requirements of the accounting standard;
• Evaluating Group documents, such as
minutes of Board meetings and ASX
announcements for consistency with the
Group’s stated intentions for continuing E&E
activities. We corroborated this through
interviews with key management personnel;
• Analysing the Group’s determination of
recoupment through successful
development and exploitation of the areas of
interest by evaluating the Group’s
documentation of planned future/continuing
activities including work programmes and
project and corporate budgets for the Mount
Peake and Speewah areas of interest;
• Assessing the Group’s cash flow budget to
identify planned expenditure, particularly for
Mount Peake and Speewah, for evidence of
the ability to fund continued activities.
Tivan Annual Report 2023
78
Accounting for acquisition of Speewah Mining Pty Ltd ($20.0 million)
Refer to Note 28 to the Financial Report
The key audit matter
How the matter was addressed in our audit
During the year, the Group acquired a 100% interest in
Speewah Mining Pty Ltd (“Speewah”) for a total
consideration of $20 million, in the form of cash and
the issuance of the Company’s shares.
This is a key audit matter due to the:
• Financial significance of the transaction for the
Group;
• Level of judgement used by the Group in
determining the accounting approach for the
acquisition and its potential impact on the
recognition and measurement of amounts
reported in the Financial Report; and
•
Judgements made by the Group relating to the
valuation of the purchase consideration to acquire
the assets of Speewah.
• These conditions required significant audit effort
and greater involvement by senior team members.
Our procedures included:
• Assessing the appropriateness of the
Group’s accounting policy for the acquisition
against the criteria and requirements of the
accounting standards and our understanding
of the business and industry practice;
• Reading the binding Term Sheet related to
the acquisition to understand the structure,
key terms and conditions, and nature of the
purchase consideration. Using this, we
assessed the accounting treatment for the
transaction as an asset acquisition. We
analysed the conclusions reached by the
Group, considering accounting
interpretations, industry practice and
accounting literature;
• Assessing the inputs to the Group’s
determination of the purchase consideration
including:
-
-
-
The acquisition date;
The fair value of shares issued;
The potential impact of discounting
deferred cash payments;
We did this by assessing the above inputs
to the purchase consideration against the
conditions of the binding Term Sheet, the
requirements of accounting standards,
industry practice and accounting literature,
as well as the available market price of
shares traded;
in
• Assessing the adequacy of the Group’s
disclosures
the asset
relation
acquisition, using our understanding of the
acquisition obtained from our testing and
against the requirements of the accounting
standards.
to
79
Other Information
Other Information is financial and non-financial information in Tivan Limited’s annual reporting which is
provided in addition to the Financial Report and the Auditor's Report. The Directors are responsible for the
Other Information.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not
express an audit opinion or any form of assurance conclusion thereon, with the exception of the
Remuneration Report and our related assurance opinion.
In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In
doing so, we consider whether the Other Information is materially inconsistent with the Financial Report
or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
We are required to report if we conclude that there is a material misstatement of this Other Information,
and based on the work we have performed on the Other Information that we obtained prior to the date of
this Auditor’s Report we have nothing to report.
Responsibilities of the Directors for the Financial Report
The Directors are responsible for:
• Preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001;
•
Implementing necessary internal control to enable the preparation of a Financial Report that gives a
true and fair view and is free from material misstatement, whether due to fraud or error; and
• Assessing the Group and Company’s ability to continue as a going concern and whether the use of
the going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless they either intend to
liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objective is:
• To obtain reasonable assurance about whether the Financial Report as a whole is free from
material misstatement, whether due to fraud or error; and
• To issue an Auditor’s Report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of the Financial Report.
A further description of our responsibilities for the audit of the Financial Report is located at the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our
Auditor’s Report.
Tivan Annual Report 2023
80
Report on the Remuneration Report
Opinion
Directors’ responsibilities
In our opinion, the Remuneration Report of Tivan
Limited for the year ended 30 June 2023
complies with Section 300A of the Corporations
Act 2001.
The Directors of the Company are responsible for the
preparation and presentation of the Remuneration
Report in accordance with Section 300A of the
Corporations Act 2001.
Our responsibilities
We have audited the Remuneration Report included
in pages 26 to 34 of the Directors’ report for the year
ended 30 June 2023.
Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted
in accordance with Australian Auditing Standards.
KPMG
Glenn Brooks
Partner
Perth
25 September 2023
Tivan Annual Report 2023 Tivan Annual Report 2023
81
ASX Additional
Information
Tivan Limited (Formerly TNG Limited)
82
ASX Additional Information
Additional information required by the Australian Securities Exchange Limited Listing Rules and not
disclosed elsewhere in this report is set out below.
The Company has 1,570,778,769 fully paid ordinary shares on issue; there are 5,769 holders of these
ordinary shares as at 24 August 2023. Shares are quoted on the Australian Securities Exchange under the
code TVN and on European Stock Exchanges, including the Frankfurt Stock Exchange under the code HJI.
Substantial shareholders as at 24 August 2023
Substantial holders in the Company are set out below:
Shareholder
Deutsche Balaton and Associates
V. M. Salgaocar & Bro. (Singapore) Pte. Ltd
King River Resources Limited
Warren William Brown + Mrs Marilyn Helena Brown
Twenty largest shareholders as at 24 August 2023
Units
165,808,964
110,692,082
100,000,000
93,333,333
% Units
10.56%
7.05%
6.37%
5.94%
Rank
Name
Units
% Units
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
V M Salgaocar & Bro (Singapore) Pte Ltd
King River Resources Limited
Mr Warren William Brown + Mrs Marilyn Helena Brown
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