Annual
Report
2024
Tivan Limited ABN: 12 000 817 023
Registered Office
Level 1, 16 Bennett Street
Darwin NT 0800 Australia
PO Box 827, South Perth, 6951
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
Christine Charles
Non-Executive Director
Dr Guy Debelle
Non-Executive Director
Company Secretary
Nicholas Ong
Grant Wilson
Executive Chairman
Dr Anthony Robinson
Non-Executive Director
Directors
Corporate
Directory
Cover photo credit: Ben Broady
Graphic design: www.elaineallendesign.com
3
Executive Chairman’s Letter
2
Review of Operations
4
Directors’ Report
30
Lead Auditor’s Independence Declaration
54
Financial Report
56
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
57
Consolidated Statement of Financial Position
58
Consolidated Statement of Cash Flows
59
Consolidated Statement of Changes in Equity
60
Notes to the Financial Statements
61
Consolidated Entity Disclosure Statement
99
Directors’ Declaration
100
Independent Auditor’s Report
101
ASX Additional Information
107
Corporate Governance Statement
111
Contents
Tivan Annual Report 2024
2
Tivan Annual Report 2024
Executive
Chairman's
Letter
Photo credit: Ben Broady
3
Tivan Annual Report 2024
This time last year we were focused on advancing
project delivery pathways for the world-class
vanadium titanomagnetite resource that we had
acquired at Speewah. We were also preoccupied
with establishing a new corporate identity and
transforming Tivan into a high-performance
company.
The foundations we set last year enabled a series
of pivotal decisions that the Board made in Q1.
The most important of these was to progress the
Speewah Fluorite Project, leveraging the inclusion of
fluorine on the Critical Minerals List. Closely following
this, we upgraded the Sandover Project to a strategic
priority, whereupon we found high-grade silver
mineralisation, adjoining high-grade lead, at Aileron.
These decisions completely re-oriented Tivan
and set the scene for a year of rapid progress and
remarkable achievement. Throughout we have held
firm to our foundational principles of Hard Work,
Integrity, Resilience. Each of these ingredients
has been necessary as we navigated from Tivan’s
incredibly difficult starting point, and through the
tumult of a major downturn in the critical minerals
sector.
An important anchor throughout this period
has been Tivan’s A-list commercial partners.
Our path-breaking Pre-Feasibility Study for the
Speewah Fluorite Project, delivered in July, was
enrichened by the contributions of Lycopodium
and SRK Consulting. Our progress with the TIVAN+
technology pathway has continued with the world-
class Mineral Resources team at CSIRO. We have
been advancing toward the VRFB electrolyte
specification of Sumitomo Electric Industries since
Q1. And, of course, we are proudly partnered with
EARTH AI at Sandover, operating at the global
frontier of technology-driven exploration.
The strong standing that Tivan has achieved was
exemplified most of all by our Strategic Alliance
agreement with Sumitomo Corporation, announced
in June. As I mentioned in this Letter last year, we had
prioritised building relationships in Japan from day
one at Tivan, recognising the durable shifts that were
occurring in the global critical minerals complex. We
are looking forward to finalising our Joint Venture by
year end and to a long-term partnership, based on
shared values and a common vision of the Australia
Japan bilateral relationship.
I owe a special thanks to the team, who have worked
tirelessly to progress Tivan to the cusp of great
things. Our Board, as well, have managed through
great complexity, logging some 25 meetings over the
course of the year. With the company’s turnaround
largely complete, it was great to welcome new talent
to our ranks in August.
Looking forward, I am reminded of the small fissure
in the Mereenie Sandstone that became the mighty
Kings Canyon in the Northern Territory. Make no
mistake, Tivan has cracked the bedrock of the
resources industry in Australia. From here we have
a generational opportunity to build a company of
enduring value.
On behalf of the Board, I extend sincere thanks to
shareholders for their ongoing support.
Yours sincerely,
Grant Wilson
Executive Chairman
It has been a year of dynamic change
at Tivan Limited.
Dear Shareholders
Tivan Annual Report 2024
4
•
Tivan Board resolved to progress
development planning for the Speewah
Fluorite Project following internal
assessment.
•
Strategic Alliance Agreement
signed with Sumitomo Corporation,
a leading Japanese trading house and
Fortune Global 500 company, providing
a framework for negotiation of a
binding joint venture agreement for the
development, financing and operation of
the Speewah Fluorite Project.
•
Updated Mineral Resource estimate
announced for the Speewah Fluorite
Project – JORC compliant Indicated and
Inferred Resource of 37.3 million tonnes
at 9.1% CaF₂ (at a 2% CaF₂ cut-off grade)
for 3.39 million tonnes CaF₂. The resource
includes a high-grade component of 8.6
million tonnes at 22.8% CaF₂ (at a 10%
CaF₂ cut-off grade) for 1.95 million tonnes
CaF₂.
•
Maiden Exploration Target prepared by
SRK for the Speewah Fluorite Project.
•
Pre-Feasibility study completed for the
Speewah Fluorite Project, confirming
the technical and economic robustness
of the project, returning a post-tax NPV
of $354.7 million, IRR of 33.2% and
payback period of 2.8 years (based on
post-tax real cashflows using a discount
rate of 8.0%).
•
Memorandum of Understanding signed
with Pacific Hydro to collaborate on
opportunities for potential renewable
energy supply including from the Ord River
Hydro Power Plant.
•
Long-term commercial and strategic
partnership secured with CSIRO through
the execution of a Technology Licence
Agreement and a Research Services
Agreement to facilitate development
and commercialisation of the TIVAN+
processing technology for vanadium
titanomagnetite.
•
Updated development strategy for
Speewah Vanadium, with dual technology
pathways to be evaluated and progressed
- conventional salt roast and TIVAN+
technology pathways.
•
Commencement of testwork program,
including salt roast testwork, targeting
production of high-purity vanadium
electrolyte in collaboration with Sumitomo
Electric Industries.
•
Development testwork program
completed for TIVAN+ delivering excellent
results confirming the technical viability
of processing vanadium titanomagnetite
concentrate from Speewah.
•
Excellent results delivered from salt
roasting testwork on Speewah vanadium
concentrate, highlighting the amenability
of Speewah concentrate to salt roast
processing and providing promising
outcomes for the long-term goal to
produce high-purity vanadium electrolyte.
•
Extensions secured with the NT
Government on the commitment “not to
deal” on the proposed site for a TIVAN+
Facility at the Middle Arm Sustainable
Development Precinct (“MASDP”).
•
Letter of Intent signed with Larrakia
Energy for renewable energy supply for a
proposed Vanadium Electrolyte Facility at
the MASDP.
Highlights
Highlights for Tivan Limited during the financial
year ended 30 June 2024 (“FY24”) and up to the
date of this report include:
Speewah Project in Western Australia
(Speewah Fluorite & Vanadium Projects)
5
Tivan Annual Report 2024
•
Sandover Project upgraded to a strategic
priority, with Sandover to feature more
prominently in forward-looking budgetary
and human resources decisions at the
Company.
•
New high-grade lead target identified
following completion of surface sampling
program by EARTH AI at Sandover;
initial assay results confirmed lead
mineralisation of up to 12.2% Pb with
follow-up rock samples depicting a
mineralised zone with grades up to
23.8% Pb.
•
New high-grade silver target identified
from rock sampling results with assays of
up to 469 g/t Ag, located approximately
250m south of the high-grade lead
target and highlighting the potential for a
polymetallic mineral deposit in the area.
•
Further soil and rock chip assay results
received for high-grade lead and
silver prospect highlighted an area of
geochemical anomalism significantly
larger than previously thought.
•
Drill program designed for Sandover
targeting the high-grade lead and silver
mineralised footprint to investigate the
source at depth.
•
Tivan awarded exploration grant funding
for two applications made for Sandover
under Round 17 of the NT Government’s
Geophysics and Drilling Collaborations
program.
•
Surface sampling at the Sandover Project
also identified new copper and lithium
prospects.
•
Appointment of Dr Guy Debelle to the
Board of Tivan.
•
Commitment from Executive Chairman,
Mr Grant Wilson, to extend his tenure to
November 2025.
•
Appointment of Mr Stephen Walsh to the
newly created position of Chief Geologist.
•
Appointment of Dr Ellin Lede to the newly
created position of Head of Northern
Australia.
•
Appointment of Mr Michael Fuss to the
newly created position of Senior Geologist.
•
Completion of multiple capital raisings
providing total funding of approximately
$18.3 million.
•
Adoption of new Continuous Disclosure,
Whistleblower Protection and Work Health
& Safety Policies, and Awards Plan for
incentive securities for employees and
Non-Executive Directors.
•
Agreement reached with King River
Resources Limited to restructure the
terms of Tivan’s final payment for the
acquisition of the Speewah Project.
•
$0.85 million received as a cash
refundable tax offset under the Federal
Government’s Research and Development
Tax Incentive scheme for eligible R&D
activities undertaken during FY23.
•
Heritage Protection Agreements signed
with the Kimberley Land Council, the
recognised native title representative body
of the Kimberley region, for the Speewah
Project.
•
Heads of Agreement signed with
Cambridge Gulf Limited, operator of
the Wyndham Port, to collaborate on
opportunities to support the Speewah
Project.
•
Heads of Agreement signed with Glen
Hill Pastoral Aboriginal Corporation
to further opportunities for regional
collaboration for the Speewah Project.
•
Desktop and site-based works programs
initiated to facilitate the environmental
approvals process for the Speewah
Project.
2023/2024
82
Pb
47
Ag
23.8%
Sandover Project in the Northern Territory
Corporate
5
Tivan Annual Report 2024
6
Tivan Annual Report 2024
Review of
Operations
Bennelongia Environmental Consultants
Photo credit: Ben Broady
7
Tivan Annual Report 2024
Company Overview
Tivan Limited is an ASX listed critical minerals company headquartered in Darwin in the Northern Territory.
The Company has a strategic focus on three priority projects as confirmed during FY24:
•
Speewah Fluorite Project - progression of development planning for a mining and processing operation of
fluorite ore to produce acid grade fluorspar.
•
Sandover Project - progression of greenfields exploration across the project including drilling of a newly
discovered high-grade lead-silver target.
•
Speewah Vanadium Project - selection of preferred technology pathway and progression of engineering and
development planning for the selected technology.
The Speewah Fluorite Project and Speewah Vanadium Project together form the Speewah Project which is
located 100km south of the port of Wyndham, and 110km south-west of Kununurra, in the Kimberley region of
north-east Western Australia. The Sandover Project is located 100km north of Alice Springs in the Northern
Arunta Pegmatite Province in the Northern Territory.
Speewah Fluorite Project (WA; 100%)
At the Speewah Fluorite Project, the Company is focused on development planning for a mining and processing
operation of fluorite ore to produce acid grade fluorspar. Fluorite ore is used to produce commercial grade
fluorspar products and fluorine; industrial applications include steel, aluminium and chemical manufacturing, and
emerging sectors include next-generation lithium-ion batteries, solar cells and semiconductor manufacturing. In
December 2023, the Australian Government added fluorine to Australia’s Critical Minerals List, in recognition of its
role in the energy transition and lack of production in-country.
The Speewah Fluorite Project hosts one of the largest high-grade fluorite resources globally, with a JORC
compliant Indicated and Inferred Resource of 37.3 million tonnes at 9.1% CaF₂ (at a 2% CaF₂ cut-off grade) for
3.39 million tonnes CaF₂. The resource includes a high-grade component of 8.6 million tonnes at 22.8% CaF₂
(at a 10% CaF₂ cut-off grade) for 1.95 million tonnes CaF₂ (refer to the Speewah Fluorite Project Mineral Resource
table below). The Speewah fluorite deposit sits approximately 2km to the southeast of the Speewah vanadium
deposit.
Subsequent to balance date, the Company completed a Pre-Feasibility Study (“PFS”) for the Speewah Fluorite
Project, confirming the technical and economic robustness of the project on the basis of the PFS assumptions,
and resulting in the Tivan Board endorsing further progression of the project into the next stage of development
planning.
Progression of Speewah Fluorite Project
In January 2024, the Company announced that the Tivan Board had resolved to progress the Speewah Fluorite
Project. Tivan’s Project Team and Technical Advisory Group completed an internal assessment supporting the
Board’s decision to advance the project to evaluate in detail the technical and economic feasibility of a mining
and processing operation targeting the high-grade component of the deposit to produce acid grade fluorspar
(+97% CaF₂). At a summary level, the review highlighted that the project has low capital intensity, low non-process
infrastructure requirements and strong synergies with the Speewah Vanadium Project.
Extensive exploration activity has been undertaken at the Speewah Fluorite Project over a number of decades,
from initial discovery and drill-out of the vein systems identified. A significant body of work for the deposit followed
the discovery phase, including various mining, infrastructure, hydrology, metallurgy, processing, environmental and
social, and scoping and implementation work programs and studies, and Mineral Resource estimates.
Tivan completed an internal study of the global fluorspar market in September 2023. The findings were
corroborated and enlarged upon through engagement with leading market research providers, including
Benchmark Mineral Intelligence. On a forward-looking basis Tivan holds a constructive view of the global
demand-supply balance for fluorspar, particularly the acid grade segment. The global fluorspar market is forecast
to move into structural deficit from 2025, principally due to demand from next-generation EV batteries and supply
constraints faced by China. This backdrop is supportive for medium term prices of fluorspar.
Upgraded Mineral Resource Estimate for the Speewah Fluorite Project
In April 2024, the Company announced an updated JORC compliant Mineral Resource estimate for the Speewah
Fluorite Project prepared by SRK Consulting (Australasia) Pty Ltd (“SRK”), confirming Speewah as one of the
largest high-grade fluorite resources globally.
The Speewah Fluorite Project hosts a JORC compliant Indicated and Inferred Resource of 37.3 million tonnes
at 9.1% CaF₂ (at a 2% CaF₂ cut-off grade) for 3.39 million tonnes CaF₂. The resource includes a high-grade
component of 8.6 million tonnes at 22.8% CaF₂ (at a 10% CaF₂ cut-off grade) for 1.95 million tonnes CaF₂ (refer
to the Speewah Fluorite Project Mineral Resource table below). The high-grade component is the initial focus for
mine development planning and the PFS.
Review of Operations
8
Tivan Annual Report 2024
The current JORC 2012 compliant Mineral Resource estimate prepared by SRK updated a prior Mineral Resource
estimate for the Speewah fluorite deposit completed by CSA Global Pty Ltd in 2018. The Mineral Resource
update completed by SRK represents a 37% increase in tonnage at a 2% CaF₂ cut-off grade, and a 28% increase
in tonnage at a 10% CaF₂ cut-off grade, compared to the prior resource estimate for the deposit.
The deposit was last estimated in 2009 and re-reported unchanged in 2018. Since 2009 additional drilling and
exploration on the deposit and immediate surrounds has been completed by prior project owners, and this new
data has been incorporated in the 2024 estimate. In addition, SRK reviewed, validated and incorporated additional
historic data, that was excluded from the 2009 estimate, where appropriate. The additional historic and post 2009
data, together with a new structure, lithology and grade interpretation, underpin the changes in the estimate since
2009.
A high-grade 10% cut-off Mineral Resource was included for comparison with previous estimates and to highlight
the extent of the deposit at average grades comparable with head grades of metallurgical testwork completed to
date. These show a final concentrate product compatible with typical “Acidspar” product specifications.
The updated Mineral Resource estimate prepared by SRK represents the first phase of resource definition for the
Speewah Fluorite Project under Tivan’s ownership.
Plans to integrate Ord River Hydro Power into energy supply for Speewah
In May 2024, the Company announced that it had signed a Memorandum of Understanding (“MoU”) with Pacific
Hydro, part of the Pacific Blue group, to collaborate on opportunities for potential renewable energy supply,
including hydro power, to the Speewah Fluorite Project. The parties will initially focus on evaluation of energy
supply from the Ord River Hydro Power Plant, which is located 85km from the Speewah site and previously
supplied electricity to Rio Tinto’s Argyle Diamond Mine.
In parallel, Tivan engaged Horizon Power, a WA state government owned power company, to complete a
feasibility study on power supply and transmission options for the Speewah Fluorite Project, the results of which
supported completion of the PFS (see below).
Exploration Target for the Speewah Fluorite Project
In May 2024, the Company reported a maiden Exploration Target prepared by SRK for the Speewah Fluorite
Project. The Exploration Target* has a range of:
8.4 to 17 million tonnes grading between 6% CaF₂ and 10% CaF₂ (2% CaF₂ cut-off grade)
inclusive of a high-grade component of
1.9 to 3.9 million tonnes grading between 16% CaF₂ and 26% CaF₂ (10% CaF₂ cut-off grade)
*The potential quantity and grade of the Exploration Target is conceptual in nature and therefore is an
approximation. There has been insufficient exploration to estimate a Mineral Resource and it is uncertain if further
exploration will result in the estimation of a Mineral Resource. The Exploration Target has been prepared and
reported in accordance with the 2012 edition of the JORC Code.
The Exploration Target is exclusive of the Mineral Resource estimate prepared by SRK in April 2024. The
Exploration Target does not include a number of areas considered geologically prospective for fluorite
mineralisation where exploration data is currently limited.
In estimating the Exploration Target, SRK completed the following scope of work:
•
Development of an expanded geology and prospectivity model.
•
Development of a ranking matrix for prospective areas.
•
Based on available data and analysis, created the Exploration Target tonnage and grade range estimates.
SRK considered drilling requirements to convert all of the prospective areas included in the Exploration Target to
an Inferred Mineral Resource estimate, should drilling results support such conversion. Tivan is planning a staged
approach to drill test the prospective areas.
For further details, refer to the ASX announcement of 7 May 2024.
Review of Operations
9
Tivan Annual Report 2024
Heads of Agreement with Glen Hill Pastoral Aboriginal Corporation
In May 2024, the Company announced that it had signed a Heads of Agreement (“HOA”) with Glen Hill Pastoral
Aboriginal Corporation (“GHPAC”) to further opportunities for regional collaboration in the area of Tivan’s
Speewah Project, including with respect to early work programs, shared infrastructure, local indigenous
employment pathways and commercial opportunities. GHPAC holds the Glen Hill Pastoral Lease and is the sole
sub-lessee of the Doon Doon Pastoral Lease, both located in or near the area of the Speewah Project. GHPAC is
an Aboriginal owned and operated cattle business, extending across an area of approximately 800,000 hectares.
Strategic Alliance with Sumitomo Corporation for the Speewah Fluorite Project
In June 2024, the Company announced that it had signed a Strategic Alliance Agreement with Sumitomo
Corporation, a leading Japanese trading house and Fortune Global 500 company, that provides a framework for
negotiation of a binding joint venture agreement (“JV Agreement”) for the development, financing and operation
of the Speewah Fluorite Project.
Sumitomo Corporation is an integrated trading company with a strong global network comprising 129 offices
in 65 countries and regions. The Sumitomo Corporation Group consists of approximately 900 companies and
80,000 employees on a consolidated basis. The Group's business activities are spread across the following nine
groups: Steel, Automotive, Transportation & Construction Systems, Diverse Urban Development, Media & Digital,
Lifestyle Business, Mineral Resources, Chemicals Solutions and Energy Transformation Business. Sumitomo
Corporation is committed to creating greater value for society under the corporate message of "Enriching lives
and the world," based on Sumitomo’s business philosophy passed down for over 400 years.
Under the joint venture, Sumitomo Corporation will be appointed as the sole distributor and agent to market
and distribute Speewah’s commercial grade fluorspar product in Asia, with prescribed tonnage reserved
for customers of Japan. The parties view the Speewah Fluorite Project as representing a globally significant
opportunity to provide a stable and long-term source of supply of high-grade fluorite, suitable for use in
semiconductor manufacturing and the electric vehicle battery supply chain.
The Strategic Alliance Agreement sets out the framework under which Tivan and Sumitomo Corporation intend
to negotiate the binding JV Agreement, the key terms of which are summarised as follows:
•
The parties will use all reasonable endeavours to negotiate and enter into the binding JV Agreement in
accordance with the objectives and terms set out in the Strategic Alliance Agreement by 31 December 2024.
•
During the term of the Strategic Alliance Agreement, the parties will negotiate on an exclusive basis, inclusive
of Japan Organization for Metals and Energy Security (JOGMEC) and relevant Japanese government
agencies.
•
Under the JV Agreement, Sumitomo Corporation will be appointed as the sole distributor and agent of the
joint venture to market and distribute the fluorspar product in the Asian market, with prescribed tonnage
reserved for customers of Japan.
•
The parties are to agree their respective equity interests and contributions to the joint venture.
•
Tivan is responsible for development costs related to progression of the Speewah Fluorite Project prior to
execution of the JV Agreement.
Pre-Feasibility Study for the Speewah Fluorite Project
In July 2024, the Company released the PFS for the Speewah Fluorite Project, confirming the technical and
economic robustness of the project on the basis of the PFS assumptions, and resulting in the Tivan Board
endorsing further progression of the project into the next stage of development planning. The Company
announced in February 2024 that it had appointed engineering and construction company Lycopodium to
oversee the PFS.
The PFS was financially evaluated through a life-of-mine financial model that utilises a discounted cashflow
methodology. The financial model incorporates revenue, capital cost, operating cost, and financial assumptions
on the basis of the mining, processing and production target metrics developed for the project.
Financial evaluation of the Speewah Fluorite Project has delivered robust financial outcomes for the project,
returning a post-tax NPV of $354.7 million, IRR of 33.2% and payback period of 2.8 years (based on post-tax real
cashflows using a discount rate of 8.0%). The key assumptions underpinning the financial model are detailed in
the PFS (see ASX announcement of 30 July 2024).
Highlights of the Speewah Fluorite Project and PFS include:
•
Geo-strategically significant project, with high criticality for important supply chains in Asia and strong
alignment with the Critical Minerals Strategy
•
Strategic Alliance with Sumitomo Corporation to develop the Project as a joint venture, supporting
international partnerships in critical minerals
•
World class resource in size, grade and location, with multi-year expansion pathway
•
Outcropping deposit with favourable mineralogy, including near zero arsenic content, supporting open pit
mine design
Review of Operations
10
Tivan Annual Report 2024
•
Onsite processing of critical minerals, capturing value-add onshore, furthering sovereign capabilities
•
Rapid project delivery schedule, with advanced environmental workflows and Traditional Owners’ portfolios
•
Positive economic and social impacts in the East Kimberley, including plans for renewable power supply from
Ord River Hydro
•
Optimal market entry point, amid demand from new technologies, rapid global reserve depletion, evolving
trade dynamics in Asia and sustained uptrend in fluorspar prices
•
Low capital intensity and technical risk, supporting pathway to project finance and maximising value creation
for shareholders
•
Low C1 costs, providing strong operating margins, exceeding 50% based on current commodity prices
•
Strong economic fundamentals, with upside potential through resource expansion, co-product opportunities
and use of lower grade material to extend life of mine
Speewah Vanadium Project
At the Speewah Vanadium Project, the Company has been focused on evaluating the preferred development
and technology pathway for the production of vanadium products at the project - between the TIVAN+ critical
minerals processing technology with CSIRO and a conventional salt roast processing operation. The project
is also planned to comprise a separate vanadium electrolyte production facility (“VE Facility”) proposed to
be located at the Middle Arm Sustainable Development Precinct (“MASDP”) in Darwin. Vanadium is used, as
vanadium electrolyte, to store energy for long duration in vanadium redox flow batteries (“VRFB”).
The Speewah Vanadium Project hosts the largest reported vanadium in titanomagnetite (“VTM”) 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
Project Mineral Resource table below.
Updated Speewah Development Strategy
In August 2023, the Company announced that it had undertaken an internal evaluation of synergistic project
development options to identify and evaluate project pathways that could:
•
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 also required for a TIVAN+ project development.
•
Introduce offtake and project finance partners that will also support a TIVAN+ project.
•
Develop mining and beneficiation operations consistent with a TIVAN+ project development.
The evaluation included a comprehensive review of alternative vanadium processing technologies and products.
A salt roast process route was identified 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 testwork 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 could 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 key findings. On this basis, the Board of Tivan resolved to progress
initial phases of a salt roast project at Speewah in parallel to work on TIVAN+.
Extensions Agreed on Commitment “Not to Deal” on Middle Arm Site
In August 2023, Tivan agreed with the Northern Territory Government a 6-month extension on the commitment
“not to deal” on the proposed site for the Company’s planned TIVAN Processing Facility at MASDP in Darwin.
Tivan had previously announced in February 2023 its decision to return the planned facility to MASDP, supported
by an initial six-month commitment “not to deal” agreed with the NT Government regarding the Southern Lode of
Section 1817, Hundred Ayers in the MASDP.
In March 2024, the Company announced that it had further agreed with the NT Government a one year extension
on the commitment “not to deal” on the proposed site to February 2025.
Review of Operations
11
Tivan Annual Report 2024
Appointment of Hatch
In September 2023, Tivan engaged global engineering group Hatch to complete an engineering review for a
planned PFS of the salt roast processing pathway for the Speewah Project. The scope of the Hatch engineering
review included:
•
Evaluation of the detailed project scoping work completed by Tivan as well as previous engineering studies
and testwork reports, addressing areas requiring further supporting detail in preparation for the PFS.
•
Preparation of a basis of design for the Project ahead of the PFS, including plant capacity, concentrate
specifications (grind size) and waste management requirements.
•
Confirmation of the beneficiation and salt roast flowsheet to progress into the PFS, and definition of any PFS
level testwork required for beneficiation and salt roast processing.
In February 2024, the Company announced it had appointed Hatch to commence work on the PFS for the
Speewah Vanadium Project, on the basis of the completed engineering review, to assess the technical and
economic feasibility of a conventional salt roast vanadium mining, beneficiation and processing operation
integrated at the Speewah mine site to produce vanadium products. Initial phases were progressed, with further
work subject to the Company’s determination on its technology pathway (see below).
Letter of Intent with Larrakia Energy
In October 2023, Tivan announced it had signed a non-binding Letter of Intent with Larrakia Energy for the supply
of renewable energy to support a VE Facility at MASDP in Darwin.
Larrakia Development Corporation (“LDC”) is an Aboriginal organisation based in Darwin that provides
employment and business opportunities for the Larrakia people, the Traditional Owners of the lands and waters
in and surrounding Darwin. Larrakia Energy is a joint venture, majority owned by LDC, that is progressing the
development of a 300 MW solar farm to be located on Larrakia Country near Bladin Point.
Under the Letter of Intent, Tivan and Larrakia Energy will progress commercial and technical discussions on the
potential supply of up to 30 MW of renewable energy to the proposed VE Facility, extending to supply quantities,
pricing and scheduling. Any electricity supply arrangement between the parties will be subject to the negotiation
and execution of a formal commercial supply agreement.
Long-term Commercial and Strategic Partnership with CSIRO (TIVAN+)
In November 2023, Tivan announced it had secured a long-term commercial and strategic partnership with
Australia’s national science agency CSIRO through the execution of a Technology Licence Agreement (“TLA”)
and a Research Services Agreement (“RSA”), under which the parties will collaborate on integration of their
intellectual property and know-how for the development and commercialisation of the TIVAN+ critical minerals
processing technology for the recovery of vanadium.
In recent years and independent of Tivan’s own technology development efforts, CSIRO developed and patented
a novel mineral process to recover vanadium, titanium and iron in the form of their oxides from VTM and ilmenite
concentrates, using a different flowsheet relative to the Company’s TIVAN® Process.
The partnership was marked by the execution of the TLA, providing Tivan with an exclusive and non-transferable
20-year worldwide (except India) licence to use CSIRO’s specified VTM intellectual property, patents, know-
how and any further improvements thereto for the recovery of vanadium that will form the basis for the TIVAN+
technology.
In parallel, Tivan and CSIRO executed the RSA to formalise the on-going collaboration between CSIRO and Tivan
on the TIVAN+ technology development, and to facilitate a TIVAN+ Pilot Plant project to support future full-scale
commercialisation of the technology. The RSA details the agreed pathway for technology development and
optimisation, including the various workstreams and testwork programs and the contribution of both parties.
Vanadium Testwork Program with Sumitomo Electric Industries
In February 2024, the Company announced advancement of planning for its proposed VE Facility at MASDP with
commencement of a testwork program targeting production of high-purity vanadium electrolyte in collaboration
with Sumitomo Electric Industries (“SEI”), a Japanese headquartered global manufacturer of electronics. SEI is a
leading manufacturer of large-scale, long-life VRFB.
In support of the testwork program, SEI provided Tivan with its vanadium electrolyte specification on a
commercial-in-confidence basis. The Company established a working group to oversee planning and execution
of the program, which includes Emeritus Professor Maria Skyllas-Kazacos from the School of Chemical
Engineering at the University of New South Wales, a member of Tivan’s Technical Advisory Group and also the
inventor of VRFB.
The objective of the testwork program was to produce vanadium electrolyte, using vanadium produced from
Speewah samples, which meets the specifications provided by SEI.
In June 2024, the Company provided an update on the vanadium electrolyte testwork program.
Tivan commissioned a testwork program to demonstrate the amenability of salt roasting technology to Speewah
concentrate and to achieve the high-purity vanadium electrolyte specifications provided by Sumitomo Electric
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Tivan Annual Report 2024
Industries, a Japanese manufacturer of large-scale, long-life VRFB. The program supports the Company’s
planned VE Facility at MASDP.
The aim of the salt roasting testwork program was to investigate the impact of temperature, salt type, salt
dose and residence time. Overall the outcomes from the program are excellent and highlight the amenability of
Speewah concentrate to salt roasting technology. The low deportment of impurities to solution is also a promising
outcome for the long-term goal to produce high-purity vanadium electrolyte solution from Speewah feedstock.
Successful completion of TIVAN+ Testwork Program
In May 2024, the Company announced that a significant development testwork program had been completed
for the TIVAN+ critical minerals processing technology, confirming the technical viability of processing VTM
concentrate from the Speewah Vanadium Project with TIVAN+.
The testwork program focused on assessing the TIVAN+ flowsheet developed between CSIRO and Tivan utilising
Speewah concentrate, with the objective of validating the technology and supporting future process engineering
and pilot plant design. Testwork outcomes exceeded expectations, delivering excellent results in the flowsheet
areas of leaching and product recovery. High-grade magnetite returned using TIVAN+ has highlighted the
potential of the product as a high-quality feedstock for a direct reduced iron (DRI) process.
The testwork program was delivered under the RSA between Tivan and CSIRO.
The excellent results returned for both the TIVAN+ and salt roast technology pathways provide significant
development optionality for Tivan and further bolster Speewah’s standing as the world’s premier VTM resource.
Following completion of the PFS for the Speewah Fluorite Project, Tivan will undertake a comprehensive review of
its strategy and planning for the Speewah Vanadium Project.
Speewah Project (relevant to both the Speewah Fluorite and Vanadium Projects)
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 (100km north of Speewah), to collaborate on opportunities to support
the Speewah Project including operational facilitation, Port services (import and export), and logistical services
between Speewah and Wyndham Port.
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 studies required to support the Environmental Impact Statement for Speewah.
Tivan 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 environmental factor guidelines. Tivan engaged APM to conduct these site-
based surveys.
In February 2024, the Company announced initial desktop studies and initial dry season biological survey had been
completed in Q3 2023. The dry season biological survey focused on an area of over 9,300 HA, inclusive of the
Speewah Fluorite and Vanadium Projects and relevant access roads.
The studies and field investigations are long-lead items. They are important in setting an environmental baseline for
Speewah, thereby ensuring data of an appropriate standard is obtained for use in assessing project environmental
impacts. The next phase of field survey work is being progressed.
These works are planned within the framework of the Heritage Protection Agreements that Tivan concluded with
the KLC (see below).
Heritage Protection Agreements with the KLC
In December 2023, Tivan announced it had signed a Heritage Protection Agreement (“HPA”) with the Kimberley
Land Council (“KLC”), the recognised native title representative body of the Kimberley region, for the Speewah
Project.
The HPA sets out how the Company will proactively engage with the KLC and Traditional Owners to protect
Heritage and Native Title Rights in the area, specifically related to key Speewah tenements E80/2863 and
E80/3657 (and any subsequent overlapping Mining Leases).
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Tivan Annual Report 2024
The HPA provides agreed formal protocols to advance on-country activities at the Project, whilst recognising and
protecting the important heritage and rights of Traditional Owners at Speewah, and providing a mechanism for
economic participation during the project development phase. The HPA also includes a pathway for the parties
to define and negotiate a further agreement with Traditional Owners for the Project’s planned future transition into
productive mining.
In February 2024, the Company announced it had signed a second HPA for the Speewah Project with the KLC as
agent for Yurriyangem Taam Aboriginal Corporation RNTBC (“YT”), the registered native title body corporate in
respect of the area described in the National Native Title Register extract for entry number WCD2019/006.
The HPA sets out how the Company will proactively engage with YT and the Native Title Holders to protect
Heritage and Native Title Rights in the area specifically related to Speewah tenements L80/43, L80/47 and part
of E80/2863 (and any subsequent overlapping Mining Leases). The HPA provides agreed formal protocols to
advance on-country activities at the Speewah Project planned for 2024 and beyond. For the purposes of the
HPA, Native Title Holders are defined as the persons identified in Purdie on behalf of the Yurriyangem Taam Native
Title Claim Group v State of Western Australia [2019].
Sandover Project (NT; 100%)
The Sandover Project is located 100km north of Alice Springs and covers an area of approximately 8,000km²
across two contiguous blocks of Exploration Licences and Exploration Licence Applications (14 tenements
in total) in the Northern Arunta Pegmatite Province. In March 2024, the Sandover Project was upgraded to a
strategic priority at Tivan (see below).
Tivan entered into an Exploration Alliance Agreement with EARTH AI to advance exploration at Sandover under a
success-based model providing access to innovative artificial intelligence (“AI”) capability for targeting and testing
(see ASX announcement of 7 March 2023). Under the Agreement, EARTH AI is operating as the Exploration
Manager at the Sandover Project on a cost recovery basis, overseen by a technical committee comprised of
both parties. Upon a qualifying grade drill intersection of any mineral being discovered, EARTH AI will be entitled
to a 2% net smelter return royalty for the discovery area. Tivan retains rights in respect of advancing the Project,
including through the exploration and drilling phases, negotiating the royalty within preset parameters, and control
over the pathway to development.
Sandover Project – Exploration Activity
In October 2023, Tivan advised that EARTH AI had completed several fields trips to Sandover to test their
proprietary AI-generated targets and map prospective areas.
During these fieldtrips, EARTH AI identified multiple previously unknown and unmapped sites of outcropping
Arunta Group pegmatites within Sandover tenement EL33106. Pegmatite is one of the primary geological
formations where substantial lithium deposits are commonly found, making it a critical target for exploration work
at Sandover.
Copper and Lithium Targets Identified at the Sandover Project
In October 2023, Tivan announced that surface sampling undertaken by EARTH AI at the Sandover Project
identified five new prospects, including a copper target with tungsten and bismuth enrichments, and four lithium
targets with potential for lithium-caesium-tantalum (“LCT”) style mineralisation.
Assay results from surface sampling confirmed the following:
•
Copper target confirmed by initial assay results with a maximum of 0.12% Cu. The copper mineralisation
is present within an epidote rich alteration rock. Tungsten and bismuth enrichments are present alongside
copper, consistent with the Tennant Creek IOCG-style source signature.
•
Lithium target confirmed by enrichments in the LCT style association (lithium 82ppm, caesium 25ppm,
niobium 53ppm and tantalum 4ppm). The lithium mineralised samples display enrichments in caesium,
niobium and tantalum, characteristic of the LCT metal signature. The fine-grained rocks analysed in this area
contrast with the outcropping pegmatites located a few hundred meters away, which lack these enrichments.
Ongoing research into the zonation of pegmatites may provide valuable insights into the local geology.
•
In addition, three more targets confirmed standalone lithium enrichment of 20-80ppm.
Tivan and EARTH AI were sufficiently encouraged by the early results and agreed to advance these prospects to
the next stage of work. This involves geological and alteration mapping, geochemical analysis, and thin section
and electron microscopy studies. Subsequent actions will entail the development of drill hypotheses, in parallel
with securing the relevant approvals for drilling.
Maiden Drill Program Planned for the Sandover Project
In January 2024, Tivan announced it was advancing planning for a maiden drill program at the Sandover Project,
with drill targets defined at three initial copper and lithium prospects.
Targets were defined through high-resolution infill work including alteration mapping, geochemical analysis and
thin section studies. Thin section studies were used to accurately identify lithologies within the prospects and
enable enhanced accuracy for target generation.
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Tivan Annual Report 2024
Tivan engaged with the Central Land Council in Alice Springs regarding the exploration campaign at Sandover,
and commissioned its tenement management consultants AMETS to complete a Mine Management Plan for the
exploration works and assist with ongoing management of its obligations.
High-Grade Lead Identified at Sandover Project
In March 2024, the Company announced that following completion of a surface sampling program by EARTH AI,
a new high-grade lead target has been identified on Aileron Station (EL33099). The lead target was predicted by
EARTH AI’s proprietary AI system. Assay results have confirmed:
•
Lead mineralisation of up to 12.2% Pb.
•
Phosphorous enrichment of 2.9% alongside the 12.2% Pb consistent with the presence of lead phosphates
such as pyromorphite and/or lead carbonates such as cerussite; both of which are supergene minerals
associated with primary lead deposits.
The lead target is hosted by a quartzite unit that formed within the Proterozoic-aged Lander Rock Beds. This
formation is a package of variably metamorphosed sedimentary rocks including greywacke, siltstone, shale,
schist and gneiss which form the greater Arunta Region geological province. The outcrop is 1km by 500m in size,
comprising a hydrothermal and metamorphosed quartzite unit trending north-south near Mt Byrne. Abundant
hydrothermal quartz veining within the quartzite unit suggests hydrothermal activity in the area.
High-grade mineralisation at the surface is a rare discovery in modern day exploration and suggests the presence
of a shallow ore deposit. The significance of the high-grade lead target resulted in re-prioritisation of the maiden
drill program (see above).
Sandover Project upgraded to a Strategic Priority
In March 2024, the Company announced it had upgraded the Sandover Project to a strategic priority. The
decision reflects:
•
the substantial progress achieved at Sandover over the past year, in partnership with EARTH AI;
•
the potential that Sandover has to generate significant enterprise value for Tivan;
•
the proximity of a maiden drill campaign focused on high quality targets, including lead surface sampling at
12.2% Pb;
•
the use of AI as a disruptive technology in the field of minerals exploration;
•
the priority that the NT Government is placing on greenfield exploration in the Northern Territory, including
through the Mineral Development Taskforce; and
•
the progress achieved in respect of early and inclusive engagement with Traditional Owners and Native Title
Holders.
The Board highlighted that the Northern Territory is underexplored on a greenfield basis, and that Sandover
continues to emerge as a highly prospective area. The Board noted that significant progress has been made in
respect of project facilitation, including in respect of Traditional Owners and Native Title Holders. The Board is also
strongly supportive of the use of AI as a disruptive technology in the field of mineral exploration, based on EARTH
AI’s track record of achievement at Sandover, including in terms of low expenditure, highly efficient targeting and
the minimisation of impact on country.
The Board endorsed Sandover as a strategic focus at Tivan, meaning that Sandover will feature more prominently
in forward-looking budgetary and human resources decisions at the Company.
High-Grade Silver Discovered at Sandover Project
In April 2024, the Company announced that a new batch of rock sampling results had been received for the
Sandover Project identifying high-grade silver, assayed up to 469 g/t Ag. The silver discovery is located on Aileron
Station (EL33099), approximately 250m south of the high-grade lead target previously identified by Tivan’s
exploration alliance partner EARTH AI, highlighting the potential for a polymetallic mineral deposit in the area.
The lead and silver discoveries are hosted within a quartzite unit that formed within the Proterozoic-aged
Lander Rock Beds. This formation is a package of variably metamorphosed sedimentary rocks including
greywackes, siltstones, shales, schists and gneisses. The outcrop is 1km by 500m comprising a hydrothermal
and metamorphosed quartzite unit trending North-South at Mt Byrne. A 600m x 10m North-South striking linear
feature of intense hydrothermal veining hosts the high-grade lead and silver assays.
The lead and silver discoveries at Aileron are situated approximately 5km to the west of the Ghan Railway, on
Aileron Station. In the event that a mineral resource is successfully defined, the close proximity to rail will afford
outstanding logistical efficiencies in support of project development.
Surface sampling extends mineralisation footprint of Lead-Silver Target
In April 2024, the Company announced high-grade lead and silver had been identified within an outcropping
hydrothermal and metamorphosed quartzite unit 1km by 500m in size trending in a north-south direction at a
prospect located on Aileron Station.
Further soil and rock chip assay results and geological mapping received from EARTH AI completed the first
phase of exploration activity at Aileron Station. Assay results highlighted an area of geochemical anomalism
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Tivan Annual Report 2024
extending along strike of and adjacent to the outcropping quartzite unit, significantly larger than previously
thought. The results confirmed a significant extension of the mineralisation footprint.
The lead target has a mapped extent of 1.5km by 500m, while silver is showing anomalism over two target areas
- Silver Target 1 has a C-shape with a diameter of 1.5km by 500m, while Silver Target 2 has an elongated NW-SE
trend and an area of 3km x 1.5km. Geochemical anomalism is currently unconstrained, with targets open in most
directions. The results demonstrate that the hydrothermal system has a large footprint as well as polymetallic
origin, with high-grade mineralisation observed in the middle of the target areas.
Exploration Grants awarded for the Sandover Project
In June 2024, the Company announced it had been awarded exploration grant funding for two applications made
for the Sandover Project under Round 17 of the NT Government’s Geophysics and Drilling Collaborations (“GDC”)
program. The GDC program is a competitive grants program funded by the NT Government's Resourcing the
Territory initiative, administered by the NT Geological Survey. The two grants awarded to Tivan under the GDC
program are as follows:
•
$80,000 (inclusive of GST) towards co-funding of a diamond drilling hole planned for the Aileron Prospect
(EL33099); Tivan is planning for a two-hole diamond drilling program to investigate the prospective
polymetallic lead-silver target identified by surface rock assays, with each hole planned to reach a depth of up
to 600m.
•
$49,000 (inclusive of GST) towards co-funding of a geophysics program planned for the Aileron Prospect
(EL33099); Tivan is planning to conduct an IP survey at the prospective polymetallic lead-silver target
identified by surface rock assays to assist in prioritising the area for drilling, especially those areas within the
prospect with limited outcropping.
Updated drill program at Sandover
In July 2024, the Company provided an update on the Sandover Project, advising that in recent months, activity
had largely focused on advancing the high-grade lead and silver prospect at Aileron Station. A soil sample
campaign and geological investigation was undertaken to further evaluate the distribution of Pb-Ag mineralisation
across the prospect. Assay results better constrained the mineralisation footprint, defining a 1.75 km x 750 m
lead-enriched zone. Assay results also better constrained the mineralisation footprint for silver, defining a 2.3 km x
300 m enriched zone. Primary Pb sulphides (galena) were identified as a result of petrographical studies on rock
chips in the area.
The on-going geological investigation at Aileron returned new rock samples depicting a mineralised zone with
grades up to 23.8% Pb, almost doubling previous known enrichment concentration. The sample was taken within
the north-south striking mineralised zone on the western flank of the prospect. The location of the sample is in
proximity to the prior highest-grade results for lead and silver.
Tivan and EARTH AI had previously designed a drill program to test both the high-grade lead and silver zones at
Aileron Station. The new results have sharpened the focus of the program, resulting in changes that target the
larger mineralised footprint to investigate the source at depth. For the upcoming drill campaign EARTH AI will
deploy its in-house diamond drill team, prioritising the lead-silver, copper and lithium pegmatite targets across the
Sandover Project.
Tivan and EARTH AI are working through planning processes with the NT Government and Central Land Council
(“CLC”) in respect of these changes. Tivan has reached in principle agreement with the CLC in respect of a
Minerals Exploration Deed for the Sandover Project, noting that different forms of land tenure are present across
the Project. This deed is the basis for Tivan’s long-term engagement in central Australia and aims to achieve best
practices on country.
Portfolio Resources Projects
Mount Peake Project (NT; 100%)
In June 2024, the Company provided an update on the Mount Peake Project, which is located 230km north
of Alice Springs in the Northern Territory. Over the past 18 months Tivan’s strategic focus has shifted so as to
prioritise three key projects: the Speewah Fluorite Project in Western Australia (see ASX announcement of 30
January 2024), the Sandover Project in the Northern Territory (see ASX announcement of 27 March 2024) and
the Speewah Vanadium Titanomagnetite Project in Western Australia (see ASX announcement of 19 June 2024).
The reprioritisation reflects the Board’s assessment of pathways for Tivan to achieve first revenue, as well
as material progress that has been achieved with each project. Throughout the Board has ensured that the
Company’s resources have been appropriately focused. In this context, the Board has determined to further
deprioritise the Mount Peake Project in fiscal year 2024/25.
As a result, Tivan surrendered the remaining Mount Peake mineral lease (ML28341) and ancillary exploration
licences (EL29578, EL30483, EL27069, E27941, EL31389, EL31896). Tivan has only retained EL31850 which
covers the deposit at Mount Peake. The prior development strategy for Mount Peake is no longer supported.
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Tivan Annual Report 2024
16
Bennelongia Environmental Consultants
Photo credit: Ben Broady
Tivan Annual Report 2024
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Tivan Annual Report 2024
The Board views the Speewah Vanadium Project as a superior development opportunity for the Company, both
as a superior resource and due to the significant commercial synergies that exist with the Speewah Fluorite
Project. As such, the Company is progressing with a single vanadium resource, with no further plans in place to
progress the Mount Peake Project.
With the strategic deprioritisation, surrender of tenements, no current development strategy and no plans for
further progression for Mount Peake, in a low vanadium price environment, the Company has booked a non-cash
impairment at 30 June 2024 of the full carrying value of the Mount Peake Project, as detailed in Note 14 of the
Financial Statements.
Other Projects
The Company holds various interests in a number of other non-core resources projects, details of which are
provided in the Tenement Schedule.
The Company has booked a non-cash impairment at 30 June 2024 of the full carrying value of a number of
its non-core project interests – Moonlight, Kulgera, Cawse Extended and Kintore East – as detailed in Note 14
of the Financial Statements, owing to prioritisation of other projects and limited exploration and/or commercial
prospectivity.
Corporate
Extension of Term of Executive Chairman Mr Grant Wilson
In July 2023, the Company announced that its Executive Chairman, Mr Grant Wilson, has committed to an
extension of the term of his role to 28 November 2025. Mr Wilson was appointed as Executive Chairman of the
Company effective as of 28 November 2022 and has since led the Company through a significant period of
transformation and strategic repositioning.
Dr Guy Debelle joins Tivan’s Board
In 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).
Appointment of Mr Stephen Walsh as Chief Geologist
In July 2023, the Company appointed Mr Stephen Walsh to the newly created position of Chief Geologist,
commencing employment in August 2023.
Mr Walsh is an experienced geologist with exploration and mining experience across multiple commodities
covering lithium, manganese, zinc and gold. He has extensive experience in the Northern Territory and Western
Australia and has been at the forefront of critical mineral production with top tier companies including Glencore,
OM Manganese and Mineral Resources most recently. Mr Walsh holds a Bachelor of Science (Geology) from the
University of Newcastle.
Mr Walsh will oversee all aspects of the Company’s geological program including for the Speewah Project. He has
direct operational experience that will be of significant benefit to the Company in its pre-development planning
activities, and in tenement management and exploration in the NT.
Adoption of New Awards Plan
In September 2023, the Board adopted a new Awards Plan (“New Awards Plan”) for incentive securities for
employees and Non-Executive Directors of the Company as part of a highly progressive remuneration framework
specifically structured to align Tivan’s team with project delivery timeframes and the interests of the Company’s
shareholders.
The Company made offers of options to senior management, Non-Executive Directors and other eligible
employees under the Plan, totalling 10 million options for staff and 9 million options for the Non-Executive
Directors. The grant of options was subject to shareholder approvals, which were confirmed at the AGM in
November 2023 and options subsequently issued.
Refer to the Remuneration Report for further details of the offers and issue of options.
The New Awards Plan was subsequently updated (see Annual Review of Compensation Arrangements below).
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Tivan Annual Report 2024
Adoption of New Governance Policies
In November 2023, as part of its commitment to best practice corporate governance, the Company adopted
new policies in the areas of Continuous Disclosure, Whistleblower Protection and Work Health & Safety. The new
policies were prepared following a detailed review by the Board of the prior policies in these areas and relevant
sectoral peers.
Research & Development Rebate
In December 2023, the Company announced it had been rebated an amount of $0.85 million as a cash
refundable tax offset under the Federal Government’s Research and Development (“R&D”) Tax Incentive scheme
for eligible R&D activities undertaken during the 2022/2023 financial year. Tivan’s R&D activities relate to its VTM
projects, Mount Peake and Speewah, and the TIVAN® Process mineral processing technology.
Restructure of Final Payment for Speewah Acquisition
In February 2024, the Company announced it had reached agreement with King River Resources Limited
(“KRR”) to restructure the terms of Tivan’s final $5 million payment for the acquisition of the Speewah Project.
The restructured terms significantly reduced Tivan’s short-term payment obligation and provided for payments
by instalment over the following 12 months, allowing Tivan to focus its financial resources on progression of the
Speewah Fluorite and Vanadium Projects during 2024. KRR is a substantial shareholder in Tivan and supportive
of the development strategy for Speewah.
Tivan announced in February 2023 that it had signed a binding term sheet with KRR to acquire 100% of the
issued capital of Speewah Mining Pty Ltd (“SMPL”) , the owner of the Speewah Project, for total consideration
of $20 million (see ASX announcement of 20 February 2023). The consideration comprised $10 million in Tivan
shares (100 million shares at a deemed issue price of $0.10 per share) and $10 million in staged cash payments.
As at 12 February 2024, Tivan had made cash payments totalling $5 million (in April and July 2023) and issued
100 million shares to KRR which are subject to voluntary escrow until 17 February 2025. The remaining cash
payment of $5 million was payable to KRR by 17 February 2024.
Tivan and KRR agreed to a restructure of the remaining payment as follows:
•
The total amount payable to KRR remains as $5 million.
•
Tivan will make payment of $1 million to KRR upon completion of a capital raising by Tivan during Q1 2024.
Should Tivan’s Q1 2024 capital raisings exceed $5 million, Tivan will make payment of an additional amount to
KRR of 50% of the amount raised above $5 million.
•
Tivan will make payment of $1 million to KRR upon completing any capital raising post Q1 2024. Should a post
Q1 2024 capital raising, in aggregate with Q1 2024 capital raisings, exceed $5 million, Tivan will make payment
of an additional amount to KRR of 50% of the amount raised above $5 million.
•
At 17 February 2025, any balance of the $5 million still owing to KRR will become due and payable.
In addition, Tivan also agreed with KRR that if the value of the 100 million shares held by KRR is less than $10
million on 17 February 2025, calculated on the basis of Tivan’s preceding 30 day volume weighted average
price (“VWAP”), then the Company shall issue to KRR such additional number of Tivan shares at that VWAP
which when combined with the existing 100 million shares is valued at a total of $10 million. If Tivan’s VWAP at
17 February 2025 equals $0.10 or more, no additional shares will be issued to KRR. If any additional shares are
required to be issued, the Company shall comply with any relevant requirements under the ASX Listing Rules and
Corporations Act 2001.
Tivan has since made further cash payments of $1 million (March 2024) and $1.6 million (July 2024) to KRR,
reducing the balance owing to $2.4 million (due before 17 February 2025).
KRR retains security over the Speewah asset in the form of security over the shares in SPML.
$5 million Placement and $1m Share Purchase Plan Completed
In July 2023, the Company announced a $5 million share 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
VWAP of $0.074.
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.
Tivan’s Directors, Dr Anthony Robinson, Ms Christine Charles and Mr Grant Wilson, and subsequently Dr Guy
Debelle following his appointment, agreed to invest $25,000 in the placement, subject to shareholder approval
under ASX Listing Rule 10.11, which was sought and confirmed at the Company’s 2023 Annual General Meeting in
November 2023 and shares subsequently issued.
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Tivan Annual Report 2024
New Options Listed on ASX & $2 million Placement Completed
In December 2023, the Company announced and completed:
•
a pro-rata entitlement offer of bonus options to eligible shareholders; and
•
a $2 million share placement to institutional investors at an issue price of $0.071 per share, including an offer
of free-attaching options to placement participants.
The bonus options offer was undertaken on the basis of one (1) bonus option for every twenty-five (25) shares
held at the record date. The bonus options had a nil issue price, and an exercise price of $0.30 each and expire
on 30 June 2026 (“Bonus Options”). The Bonus Options offer recognised the support and loyalty of long-
standing shareholders.
The placement issue price of $0.071 represented a 7.0% discount to Tivan’s 10 day VWAP of $0.0764 up to and
including 5 December 2023. Alongside the placement, the Company undertook an offer of free-attaching options
with an exercise price of $0.30 each and expiring on 30 June 2026 (“Placement Options”) on the basis of one
(1) Placement Option for every two (2) shares the subject of confirmed commitments under the placement. The
Bonus Options and Placement Options commenced trading on ASX as a single class under the ASX code TVNO
in December 2023.
Strategic capital raising of up to $12.4 million
In March 2024, the Company announced a strategic capital raising of up to $12.4 million (before costs)
comprising a convertible note facility and a placement of new shares. The key aspects of the capital raising
included:
•
A convertible note facility (“Facility”) with SBC Global Investment Fund (“Investor”), a fund of L1 Capital Global
Opportunities Master Fund (“L1 Capital”), of up to $11.2 million in funding.
•
$2.8 million in initial funding from the Investor under the Facility (“Tranche 1”).
•
$0.975 million (before costs) via the placement of 19.5 million shares at an issue price of $0.05 each.
•
Tivan’s Executive Chairman Mr Grant Wilson, and Non-Executive Director Dr Anthony Robinson, agreeing
to invest $100,000 each as part of the placement subject to shareholder approval to be sought at the 2024
AGM.
The Facility was structured to provide access to a flexible financing mechanism to align with the Company’s
project development plans, exploration strategy and corporate activity. L1 Capital is a renowned global investment
manager, with extensive experience in investing in Australian resources companies. L1 Capital’s first involvement
with Tivan was via a placement in 2023.
The placement shares were issued in March 2024. The Tranche 1 notes were issued in April 2024.
The key terms of the Facility (under the Convertible Note Agreement) at execution included:
Offer
• Convertible notes with total funded value of up to $11.2m; total face value of up to $13.2
million
• Initial Tranche 1 funded value of $2.8 million; face value of $3.3 million
• Further tranches of up to $8.4 million – total face value of up to $9.9 million - to be
funded in $0.5 million minimum increments subject to mutual agreement between the
Company and the Investor
Face Value
• $1.00 per convertible note
• Tranche 1: 3.3 million convertible notes
• Total: up to 13.2 million convertible notes
Term
18 months from issue of each convertible note (per tranche issued)
Issue
Tranche 1 to be issued by no later than 19 April 2024, with the securities being issued under
the Facility being offered under a prospectus
Interest
Nil
Repayment of
Face Value
• Monthly repayments in equal amounts pro rated over 18 month term in cash or shares at
the Company’s election; Tranche 1 from 30 May 2024
• Any face value still owing at the end of the term is repayable in cash
For a repayment in shares, conversion price will be the lesser of:
• 93% of the average of 3 daily VWAPs selected by the Investor from among the daily
VWAPs during the 20 trading days prior to the relevant repayment date; or
• $0.10, with a nominal floor price of $0.01
• The initial fixed conversion price of $0.10 may be adjusted if the Company issues shares
at a lower price or options with an exercise price at a lower price
Placement of shares
• 20,000,000 shares to be issued to the Investor on or before the date of issue of the
Tranche 1.
• Shares to be issued to satisfy the Company’s obligations to issue shares under the
convertible securities agreement
Review of Operations
20
Tivan Annual Report 2024
Acceleration
• The Investor may elect for the Company to redeem convertible notes at their face value
by the issue of Shares
• Each acceleration redemption is capped at the lesser of $750,000 or the amount
outstanding; and aggregated accelerated redemptions cannot exceed $1.5 million
Early redemption
• The Investor may at any time where the Company raises funds from any source (other
than from the Investor) in excess of an aggregate of $5,000,000 require the Company
to apply up to 20% of the proceeds of the funds raised that exceed $5,000,000 in the
aggregate to the redemption of outstanding convertible notes
Redemption on
maturity
• On the maturity date for each tranche, the Company must redeem the outstanding
convertible securities by paying the amount outstanding in respect of the relevant
convertible securities in cash
Investor
conversion
• The Investor may in its discretion elect to convert one or more convertible notes on issue
at $0.10 per Share
Options
• On or before the issue of the Tranche 1, the Company will issue to the Investor 28 million
unlisted options each with an exercise price of $0.10 and expiring on 31 December 2027
• No additional options to be issued with any further tranches
Commitment fee
• 3% of face value of each tranche issued
• To be paid in cash, by directing the Investor to set it off against funding proceeds, or in
Shares
Anti-dilution
• The convertible securities have standard anti-dilution adjustments
Security
• Notes are senior secured excluding Speewah Mining Pty Ltd
Events of default
• Events of default include payment defaults by the Company, breach of material
obligations under the Facility, material adverse effect being suffered by the Company,
among other typical events
Issue of Convertible Notes (Tranche 2)
In June 2024, the Company announced that it and SBC Global Investment Fund (the Investor) had agreed for
the Investor to provide $551,515 via a second tranche of funding to the Company (before costs and allowable
deductions under the Convertible Securities Agreement previously agreed between Tivan and the Investor) in
exchange for the issue to the Investor of 650,000 convertible notes. The second tranche of convertible notes
were issued in July 2024.
$4.5m Placement Completed
In July 2024, the Company announced that it had completed a $4.5 million share placement (before costs) with
Australian and international institutional and sophisticated investors via the placement of approximately 69.2
million shares at an issue price of $0.065 per share.
The issue price represented an 11.0% discount to the last closing price of A$0.073 per share on 28 June 2024
and a 5.1% discount to the 15-day WAP of A$0.068 per share.
Alongside the placement, the Company issued placement participants free-attaching options with an exercise
price of $0.12 each and expiring on 30 June 2027 on the basis of one (1) option for every two (2) shares under the
placement. The shares and 34.6 million options were issued in July 2024.
$7.5m Entitlement Offer
In August 2024, the Company announced a pro-rata non-renounceable entitlement offer to eligible shareholders
of new shares with free-attaching options to raise up to $7.5 million (before costs) (“Entitlement Offer”). The Board
undertook the Entitlement Offer as a mechanism to facilitate shareholder participation in funding the next phase
of advancement of the Company’s priority resources projects, recognising recent capital raisings have been
limited to institutional and sophisticated investors.
The Entitlement Offer offered up to 150.2 million new shares to eligible shareholders at an issue price of $0.05
per new share on the basis of 1 new share offered for every 11.5 shares held on the record date. The issue price
represented a 5.7% discount to the last closing price of A$0.053 per Share on 14 August 2024 and a 4.3%
discount to the 10-day VWAP of A$0.0523 per Share.
Review of Operations
21
Tivan Annual Report 2024
In addition, for every 2 new shares subscribed for and issued under the Entitlement Offer, each eligible
shareholder received, for no additional consideration, 1 unlisted option to acquire a share which will be exercisable
at $0.12 and expire on 30 June 2027.
The new options are on the same terms as the placement options issued to placement participants in July 2024
(see above). The Company intends to seek quotation of the new options (including the placement options) on
ASX, subject to meeting the quotation requirements of ASX, and to shareholders approving an amendment to the
terms of those options facilitating quotation on ASX at the Company’s 2024 AGM.
The Company received acceptance of entitlements including oversubscriptions totalling 30,465,113 new shares
(with 15,232,625 free attaching unlisted options), raising approximately $1.523 million. The shortfall under the
Entitlement Offer represents 119,751,956 shares (plus free attaching unlisted options), which may be dealt with in
the sole discretion of the Directors under a separate offer under the Entitlement Offer prospectus which will close
on 2 December 2024 (or such earlier date as the Directors determine).
Annual Review of Compensation Arrangements
In July 2024, the Board advised that as part of its annual governance processes following conclusion of the
financial year ended 30 June 2024, it had completed a review of compensation arrangements for Tivan including
both remuneration and incentive mechanisms.
Owing to the Company’s shift in strategic priorities during the financial year, including the decision to progress
the Speewah Fluorite Project, the Board resolved to update the Company’s New Awards Plan approved by the
Company’s shareholders in November 2023 to include offers of performance rights (“Updated Awards Plan”).
The Company intends to seek shareholder approval for the Updated Awards Plan for the purposes of ASX Listing
Rule 7.2, Exception 13 at its 2024 AGM to be held in November 2024.
As part of the review of the Company’s compensation arrangements, the Board reviewed the remuneration of
Tivan’s Executive Chairman Mr Grant Wilson. The Board recognised the pivotal leadership role Mr Wilson has
played to date, and the importance of his role in achieving upcoming milestones. The Board (in the absence of Mr
Wilson) determined to increase Mr Wilson’s base salary from $325,000 per annum (exclusive of superannuation)
to $350,000 per annum (exclusive of superannuation) with effect from 1 July 2024. This determination reflects Mr
Wilson’s performance as Tivan’s senior executive since December 2022 and over the prior year in driving the shift
in the Company’s strategic priorities. Mr Wilson’s compensation was previously reviewed in Q3 2023 (see ASX
announcement of 29 September 2023).
In addition, the Board (in the absence of Mr Wilson) determined, subject to shareholder approval, to offer Mr
Wilson, as part of his incentive arrangements, 5 million performance rights under the Updated Awards Plan
to further align Mr Wilson’s performance with Tivan’s performance and value creation for the Company’s key
development, exploration and technology projects during the current financial year.
Refer to the Remuneration Report for the details of the offer of performance rights to Mr Wilson.
Long Term Incentive Arrangements
In August 2024, the Board provided an update on long-term compensation arrangements for Tivan’s team
including Non-Executive Directors following the Board’s completed annual review of remuneration and incentive
mechanisms.
As detailed in Tivan’s ASX announcement of 29 July 2024, the Board resolved to update the Company’s Awards
Plan to include offers of performance rights to provide greater flexibility to structure incentive securities that
reward performance and align with shareholder value creation. As part of this process, the Board undertook to
consider offers of performance rights to Tivan’s employees and Non-Executive Directors under the Updated
Awards Plan. The Company made offers to employees totalling 17 million performance rights and Non-Executive
Directors totalling 9 million performance rights (subject to shareholder approval).
The offer of performance rights was made on a firmwide basis (excluding Mr Grant Wilson as Executive
Chairman) and is subject to continuity of engagement at Tivan over the vesting periods. All awards are subject
to Tivan obtaining shareholder approval of the Updated Awards Plan for the purposes of ASX Listing Rule 7.2,
Exception 13. The proposed issue to Non-Executive Directors is conditional upon Tivan obtaining shareholder
approval for the purposes of ASX Listing Rule 10.14. Both approvals will be sought at the Company’s Annual
General Meeting in November 2024.
Refer to the Remuneration Report for the details of the offer of performance rights.
Review of Operations
22
Tivan Annual Report 2024
Review of Operations
New appointments for Darwin headquarters
In August 2024, the Company announced key new hires that will strengthen the Company's leadership,
operational capabilities and presence in Darwin as the corporate headquarters - Dr Ellin Lede as Head of
Northern Australia, and Mr Michael Fuss as Senior Geologist.
Ellin formerly led Fortescue Future Industries’ Office of Northern Australia and served as Policy Director and
Adviser to two Northern Territory Chief Ministers. Ellin’s role will focus on advancing Tivan’s project priorities in
Darwin, including at the Middle Arm Sustainable Development Precinct. Her role will include the Sandover Project
in the Northern Territory and contributing to government relations and stakeholder engagement for the Speewah
Project.
Michael will work with Mr Stephen Walsh, establishing critical mass for Tivan's geology capabilities in Darwin,
ahead of drilling programs at the Speewah Project and the Sandover Project. Michael brings extensive field and
mine site experience, working previously at Tanami (Granites) for Newmont and Mount Isa Mines for Glencore.
Appointment of Mr Nichols Ong as Company Secretary
In August 2024, Mr Nicholas Ong was appointed as Company Secretary effective, as of 28 August 2024,
replacing Mr Tony Bevan.
Tenement Schedule
The Company held a direct or indirect interest in the following tenements at 4 September 2024:
Project
Mineral and Ancillary Titles
Holder and Equity
Speewah
M80/267, M80/268, M80/269
E80/2863, E80/3657
L80/43, L80/47
Speewah Mining Pty Ltd: 100%
Sandover
EL33095, EL33096, EL33097, EL33098
EL33099, EL33100, EL33104, EL33105
EL33106, EL33594
ELA33090, ELA33094, ELA33102,
ELA33103
Tivan Limited: 100%
Mount Peake
EL31850
Enigma Mining Limited: 100%
Kulgera
EL32370
Enigma Mining Limited: 100%
Cawse
Extended
M24/547, M24/548, M24/549, M24/550
Enigma Mining Limited: 20% free carried
to production, or can be converted to a 2%
net smelter return on ore mined.
Kintore East
M16/545
Evolution Mining (Mungarri) Pty Ltd.
Tivan Limited 2% gold return interest on
production
* Enigma Mining Limited and Speewah Mining Pty Ltd are wholly owned subsidiaries of Tivan Limited
E and/or EL: Exploration Licence
ELA: Exploration Licence Application
L: Miscellaneous Licence
M: Mineral Lease
23
Tivan Annual Report 2024
Table 1 – Speewah Fluorite Mineral Resource 2024 (source: SRK)
Mineral Resource 2% cut-off
Mt
%CaF2
kt CaF2
Vein
Indicated
3.1
31.4
987
Inferred
1.9
25.3
488
Vein Sub Total
5.1
29.1
1,475
Stockwork
Indicated
20.0
6.3
1,264
Inferred
12.2
5.3
652
Stockwork Sub Total
32.2
5.9
1,916
Indicated
23.2
9.7
2,251
Inferred
14.1
8.1
1,139
Total
37.3
9.1
3,390
Inclusive of
High Grade Mineral Resource 10% cut-off
Mt
%CaF2
kt CaF2
Vein
Indicated
3.1
31.8
982
Inferred
1.8
26.2
481
Vein Sub Total
4.9
29.7
1,464
Stockwork
Indicated
2.7
13.4
363
Inferred
0.9
13.3
124
Stockwork Sub Total
3.6
13.4
487
Indicated
5.8
23.2
1,345
Inferred
2.8
21.9
605
Total
8.6
22.8
1,950
As at 30 June 2024, the Company reviewed its Mineral Resources and Ore Reserves for the Speewah Fluorite
Project, Speewah Vanadium Project and Mount Peake Project as follows:
Speewah Fluorite Project Mineral Resources
Mineral Resource
The Speewah Fluorite Mineral Resource estimate set out below in Table 1 was released in an ASX Announcement
entitled “Tivan Upgrades Resource Estimate - Speewah Fluorite Project” on 22 April 2024 in accordance with the
JORC Code (2012). The Mineral Resource estimate was completed by SRK Consulting (Australasia) Pty Ltd.
Review of Operations
24
Tivan Annual Report 2024
Speewah Vanadium 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 2 below.
Table 2 – Speewah project Global Mineral Resource estimate (0.23% V₂O₅ cut-off grade)
Zone
JORC
Classification
Tonnage
(Mt)
V(%)
V₂O₅%
Fe%
Ti(%)
TiO₂%
High Grade
Measured
181
0.21
0.37
15.1
2.1
3.5
Indicated
404
0.20
0.35
15.0
2.0
3.4
Inferred
1,139
0.19
0.34
14.9
2.0
3.4
Total High Grade
1,725
0.20
0.35
15.0
2.0
3.4
Low Grade
Measured
141
0.15
0.27
14.6
2.0
3.3
Indicated
650
0.15
0.27
14.5
1.9
3.2
Inferred
2,196
0.15
0.27
14.4
1.9
3.2
Total Low Grade
2,987
0.15
0.27
14.5
1.9
3.2
Combined Zones
Measured
322
0.18
0.32
14.9
2.0
3.4
Indicated
1,054
0.18
0.33
14.9
2.0
3.3
Inferred
3,335
0.16
0.29
14.6
2.0
3.3
Grand Total
4,712
0.17
0.30
14.7
2.0
3.3
* 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. Tivan intends to complete appropriate level of study to report an ore reserve.
Review of Operations
25
Tivan Annual Report 2024
Mount Peake Project Mineral Resources and Ore Reserves
The Mount Peake Mineral Resource estimate set out below (Table 3) 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 3 – Mount Peake Mineral Resource estimate (a 0.1% V₂O₅ cut-off grade)
Category
Tonnes (Mt)
V₂O₅%
TiO₂%
Fe%
Al₂O%
SiO₂%
Measured
118
0.29
5.5
24
8.2
33
Indicated
20
0.28
5.3
22
9.1
34
Inferred
22
0.22
4.4
19
10.0
38
Total
160
0.28
5.3
23
8.6
34
Note: Tonnage and grade figures in tables have been rounded and small discrepancies in totals may occur.
A Mount Peake Ore Reserve estimate was previously reported in an ASX Announcement entitled “Mount Peake
Feasibility Results” on 31 July 2015 in accordance with the JORC Code (2012).
In June 2024, the Company announced further deprioritisation of the Mount Peake Project in fiscal year
2024/25, and surrendered the remaining Mount Peake mineral lease (ML28341) and ancillary exploration licences
(EL29578, EL30483, EL27069, E27941, EL31389, EL31896). Tivan has only retained EL31850 which covers the
deposit at Mount Peake.
With this strategic deprioritisation and surrender of tenements, and impairment of Mount Peake expenditure
and invalidation of the prior development strategy for the project, the Company intends to undertake a review
of the Mineral Resource classifications above, which may result in a change in the allocation of tonnages in the
classification categories above. This information also materially affects the prior Ore Reserve estimate reported
in the ASX Announcement dated 31 July 2015, including with respect to material assumptions and technical
parameters underpinning the prior Ore Reserve estimate, and therefore the Company will no longer report the
Ore Reserve statement for the Mount Peake Project.
Review of Operations
26
Tivan Annual Report 2024
Competent Person’s Statements
Exploration Results
Tivan’s exploration activities are being overseen by Mr Stephen Walsh (BSc). The information that relates to
exploration results in this report is based on and fairly represents information and supporting documentation
prepared and compiled by Mr Walsh, a Competent Person, who is the Chief Geologist and an employee of Tivan,
and a member of the Australasian Institute of Mining and Metallurgy (AusIMM). Mr Walsh 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. Mr Walsh consents to the inclusion in this report
of the matters based on information compiled by him in the form and context which it appears.
Speewah Fluorite Project – Production Target and Forecast Financial Information
This report includes information extracted from the Company’s ASX announcement entitled “Pre-Feasibility
Study for Speewah Fluorite Project” dated 30 July 2024 in relation to a production target and forecast financial
information disclosed in the Pre-Feasibility Study for the Speewah Fluorite Project.
A copy of this announcement is available at www.asx.com.au or www.tivan.com.au/investors/asx-
announcements. The Company confirms that all the material assumptions underpinning the production target
and forecast financial information derived from the production target disclosed in the announcement dated 30
July 2024 and titled “Pre-Feasibility Study for Speewah Fluorite Project” continue to apply and have not materially
changed.
Speewah Fluorite Exploration Results
The information in this presentation that relates to exploration results for the Speewah Fluorite Project has
been extracted from the Company’s previous ASX announcement entitled "Pre-Feasibility Study for Speewah
Fluorite Project" dated 30 July 2024. A copy of this announcement is available at www.asx.com.au or www.
tivan.com.au/investors/asx-announcements. The Company confirms that it is not aware of any new information
or data that materially affects the information included in that announcement. Tivan confirms that the form and
context in which the Competent Person's findings are presented have not been materially modified from that
announcement.
Speewah Vanadium Exploration Results
The information in this report that relates to exploration results for the Speewah Vanadium Project has been
extracted from the Company’s previous ASX announcements entitled “Tivan & CSIRO successfully complete
TIVAN+ Testwork Program” dated 30 May 2024 and “Update on Vanadium Electrolyte Testwork Program” dated
19 June 2024.
Copies of these announcements are available to view at www.asx.com.au or www.tivan.com.au/investors/
asx-announcements. The Company confirms that it is not aware of any new information or data that materially
affects the information included in those announcements. Tivan confirms that the form and context in which the
Competent Person's findings are presented have not been materially modified from those announcements.
Sandover Exploration Results
The information in this report that relates to exploration results for the Sandover Project has been extracted from
the Company’s previous ASX announcements entitled:
•
“Copper & Lithium Targets Identified at Sandover Project” dated 27 October 2023;
•
“High-Grade Lead Identified at Tivan’s Sandover Project” dated 4 March 2024;
•
“High Grade Silver Discovered at Tivan’s Sandover Project” dated 16 April 2024;
•
“Lead-Silver Mineralisation Extended at Sandover Project” dated 23 April 2024; and
•
“Tivan and EARTH AI ready drill program at Sandover: dated 5 July 2024.
Copies of these announcements are available to view at www.asx.com.au or www.tivan.com.au/investors/
asx-announcements. The Company confirms that it is not aware of any new information or data that materially
affects the information included in those announcements. Tivan confirms that the form and context in which the
Competent Person’s findings are presented have not been materially modified from those announcements.
Review of Operations
27
Tivan Annual Report 2024
27
Photo credit: Ben Broady
28
Tivan Annual Report 2024
Mineral Resources and Ore Reserves
Speewah Fluorite Mineral Resource
The information in this report related to the Speewah Fluorite Mineral Resource estimate is extracted from an ASX
announcement entitled “Tivan Upgrades Resource Estimate - Speewah Fluorite Project” and is dated 22 April
2024, and is available to view at www.tivan.com.au/investors/asx-announcements 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 announcement, and, in the case of estimates of Mineral Resources, that all
material assumptions and technical parameters underpinning the Mineral Resource 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.
Speewah Fluorite Exploration Target
The information in this report related to the Speewah Fluorite Exploration Target estimate is extracted from an
ASX announcement entitled “Tivan Announces Exploration Target for Speewah Fluorite Project” and is dated 7
May 2024, and is available to view at www.tivan.com.au/investors/asx-announcements 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 announcement, and, in the case of the estimate of the Exploration Target, that all
material assumptions and technical parameters underpinning the Exploration Target estimate 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.
Speewah Vanadium Mineral Resource
The information in this report related to the Speewah Vanadium 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 at www.kingriverresources.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 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.
Review of Operations
29
Tivan Annual Report 2024
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.
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.
Photo credit: Ben Broady
30
Tivan Annual Report 2024
Directors
The Directors of the Company at any time during or since the end of the financial year are as follows:
Current Directors
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 2024 (hereafter referred to as the “Group”).
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)
Director’s Interest in Securities (as at the date of this report)
Mr Wilson has held no other
directorships of publicly listed
companies during the last three
years.
26 million shares.
10 million unlisted options with an expiry date of 30 June 2026 and
exercise price of $0.30 per option
10 million unlisted options with an expiry date of 30 June 2027 and
exercise price of $0.40 per option
10 million unlisted options with an expiry date of 30 June 2028 and
exercise price of $0.50 per option
Dr Anthony Robinson – Independent Non-Executive Director
Appointed 20 September 2022
Experience, Qualifications & Special Responsibilities
Dr Robinson has 26 years’ experience in Business Consulting and 20 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 a 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)
Director’s Interest in Securities (as at the date of this report)
Dr Robinson has held no other
directorships of publicly listed
companies during the last three
years.
347,222 shares
13,888 listed options (ASX: TVNO)
1 million unlisted options with an expiry date of 30 June 2026 and exercise
price of $0.30 per option
1 million unlisted options with an expiry date of 30 June 2027 and exercise
price of $0.40 per option
1 million unlisted options with an expiry date of 30 June 2028 and exercise
price of $0.50 per option
* $0.30 options vest on 31 December 2025; $0.40 options vest on 31 December
2026; $0.50 options vest on 31 December 2027 – vesting conditional on
remaining in the employment of the Company at the respective vesting dates.
Directors' Report
31
Tivan Annual Report 2024
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)
Director’s Interest in Securities (as at the date of this report)
Ms Charles has held no other
directorships of publicly listed
companies during the last three
years.
347,222 shares
13,888 listed options (ASX: TVNO)
1 million unlisted options with an expiry date of 30 June 2026 and exercise
price of $0.30 per option
1 million unlisted options with an expiry date of 30 June 2027 and exercise
price of $0.40 per option
1 million unlisted options with an expiry date of 30 June 2028 and exercise
price of $0.50 per option
* $0.30 options vest on 31 December 2025; $0.40 options vest on 31 December
2026; $0.50 options vest on 31 December 2027 – vesting conditional on
remaining in the employment of the Company at the respective vesting dates.
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. He is also co-chair
of the ASFI Taxonomy Technical Experts Group developing the Sustainable Finance Taxonomy for the
Australian economy, and a Director of Funds SA.
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)
Director’s Interest in Securities (as at the date of this report)
Dr Debelle has held no other
directorships of publicly listed
companies during the last three
years.
347,222 shares
13,888 listed options (ASX: TVNO)
1 million unlisted options with an expiry date of 30 June 2026 and exercise
price of $0.30 per option
1 million unlisted options with an expiry date of 30 June 2027 and exercise
price of $0.40 per option
1 million unlisted options with an expiry date of 30 June 2028 and exercise
price of $0.50 per option
* $0.30 options vest on 31 December 2025; $0.40 options vest on 31 December
2026; $0.50 options vest on 31 December 2027 – vesting conditional on
remaining in the employment of the Company at the respective vesting dates.
Directors' Report
32
Tivan Annual Report 2024
Former Directors
Company Secretary
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)
Director’s Interest in Securities (as at the date of retirement)
Mr Morten held no other
directorships of publicly listed
companies.
257,942 ordinary shares & 1,400,000 Non-Executive Director rights
(1,400,000 Non-Executive Director rights forfeited on retirement)
Mr Nicholas Ong
Appointed 28 August 2024
Experience, Qualifications & Special Responsibilities
Mr Ong brings 20 years of experience in listing rules compliance and corporate governance. He is a non-
executive director and company secretary of several ASX listed companies, and has extensive experience in
mining project financing as well as mining and offtake contract negotiations. Mr Ong is a fellow member of the
Governance Institute of Australia and holds a Bachelor of Commerce and a Master of Business Administration
from the University of Western Australia.
Mr Ong was appointed Company Secretary on 28 August 2024.
Mr Tony Bevan
Resigned 28 August 2024
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, and resigned as Company Secretary on 28 August 2024.
Directors' Report
33
Tivan Annual Report 2024
33
Photo credit: Ben Broady
34
Tivan Annual Report 2024
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
Board Meetings
A
B
Grant Wilson
23
25
Anthony Robinson
21
25
Christine Charles
25
25
Guy Debelle¹
23
23
Simon Morten²
1
1
A
Number of meetings attended
B
Number of meetings held during the time the director held office during the year
Notes:
1.
Appointed as a Non-Executive Director on 1 September 2023
2.
Retired as a Non-Executive Director on 13 July 2023.
Due to the Company’s size and level of operations, the Board fulfils the functions that would be overseen by
Audit and Remuneration Committees.
Principal Activities
The principal activities of the Group during the course of the financial year were the continued exploration,
evaluation and development planning for its resources projects, primarily the Speewah Vanadium Project
including development of the TIVAN+ mineral processing technology with CSIRO, the Sandover Project and the
new Speewah Fluorite Project.
On 30 January 2024, the Company announced that the Board had resolved to progress the Speewah Fluorite
Project including commencement of a Pre-Feasibility Study following completion of an internal assessment.
The Speewah Fluorite Project was acquired as part of the broader Speewah Project acquisition in April 2023.
Details are set out in the Review of Operations on pages 4 to 29.
Review and Results of Operations
A review of the operations during the financial year is set out on pages 4 to 29.
The operating loss of the Group after income tax for the year was $67.835 million (2023: loss $7.082 million). The
Group capitalised (net of rebates and previously capitalised amounts expensed in the year) $5.464 million (2023:
$21.265 million, which included the Speewah Project acquisition) on Exploration and Evaluation for the year.
Total assets at 30 June 2024 were $27.649 million (2023: $81.517 million). Net assets on 30 June 2024 were
$13.832 million (2023: $71.923 million)
As at 30 June 2024, the Group held $0.378 million (2023: $1.298 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 4 to 29. 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
35
Tivan Annual Report 2024
Events Subsequent to Reporting Date
The following events occurred subsequent to the financial year ended 30 June 2024:
•
On 3 July 2024, the Company announced that it had received firm commitments from Australian and
international institutional and sophisticated investors to raise $4.5 million via a Share placement at an issue
price of $0.065 per Share, alongside an offer to placement participants of free-attaching options with an
exercise price of $0.12 each and expiring on 30 June 2027 on the basis of one (1) option for every two (2)
Shares the subject of confirmed commitments under the placement. The placement completed on 8 July
2024, with options issued on 10 July 2024.
•
On 5 July 2024, the Company announced further high-grade lead surface mineralisation from surface rock
sampling assays, updated drill planning and progression of approvals, and the grant of new Exploration
Licences for the Sandover Project.
•
On 8 July 2024, the Company announced it had made a payment of $1.6 million to KRR in relation to the
Speewah Project acquisition, reducing the balance owing to $2.4 million (due before 17 February 2025).
•
On 29 July 2024, the Board advised it had completed a review of compensation arrangements for Tivan
including both remuneration and incentive mechanisms, resolving to: update the Company’s Awards Plan
approved by the Company’s shareholders in November 2023 to include offers of performance rights;
increase Executive Chairman Mr Grant Wilson’s base salary from $325,000 per annum to $350,000 per
annum (exclusive of superannuation) with effect from 1 July 2024; and subject to shareholder approval offer to
Mr Wilson as part of his incentive arrangements 5 million performance rights under the Updated Awards Plan.
•
On 30 July 2024, the Company announced the results of the PFS for the Speewah Fluorite Project,
confirming the technical and economic robustness of the project on the basis of the PFS assumptions, and
resulting in the Tivan Board endorsing further progression of the project into the next stage of development
planning.
•
On 2 August 2024, the Company announced key new hires in Darwin – Dr Ellin Lede as Head of Northern
Australia, and Mr Michael Fuss as Senior Geologist.
•
On 8 August 2024, the Company announced an update on long-term compensation arrangements
for Tivan’s team including Non-Executive Directors, and that the Company had made offers under the
Company’s Updated Awards Plan to employees totalling 17 million performance rights and Non-Executive
Directors totalling 9 million performance rights (subject to shareholder approval).
•
On 15 August 2024, the Company announced it was undertaking a pro-rata non-renounceable entitlement
offer to eligible shareholders of new shares with free-attaching options to raise up to $7.5 million, on the basis
of 1 new share offered for every 11.5 shares held on the record date at an issue price of $0.05 per Share.
•
On 28 August 2024, the Company announced the appointment of Mr Nicholas Ong as Company Secretary,
replacing Mr Tony Bevan.
•
On 5 September 2024, the Company announced for the pro-rata non-renounceable entitlement offer
(announced 15 August 2024) it had received acceptance of entitlements including oversubscriptions totalling
30,465,113 new shares (with 15,232,625 free attaching unlisted options), raising approximately $1.523 million.
The Company advised the shortfall under the Entitlement Offer is 119,751,956 shares (plus free attaching
unlisted options), to be dealt with in the sole discretion of the Directors under a separate offer under the
Entitlement Offer prospectus.
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 2025 financial year will continue to primarily focus on the exploration,
evaluation and development planning for its resources projects, including the Speewah Fluorite Project, the
Sandover Project and the Speewah Vanadium Project (including determination of the vanadium processing
pathway). Planned activities include:
•
progression of engineering, planning and approvals work streams for the Speewah Fluorite Project;
•
progression of planning for the Speewah Vanadium Project including determination and advancement of the
selected technology pathway; and
•
further exploration at the Sandover Project including a maiden drilling program at the high-grade lead-silver
target identified at Aileron Station.
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:
•
Funding risk – 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
Directors' Report
36
Tivan Annual Report 2024
its plans for its projects, including for the Speewah Fluorite Project, Speewah Vanadium Project (and selected
technology pathway) and Sandover Project. Whilst the Company has a track record of raising new capital to
fund its activities, there is no assurance that the Group will be successful in raising additional capital (equity
and/or debt) on acceptable terms in the future, including to fully finance and develop its projects. Any inability
to obtain additional financing, if required, would have a material adverse effect on the Company’s business,
financial condition and results of operations. The Company’s ability to borrow money will be subject to the
availability of debt at the time the Company wishes to borrow money and the cost of borrowing.
•
Exploration and development risks - the business of mineral project exploration, development and production,
by its nature, contains elements of significant risk with no guarantee of success including with respect to
securing all necessary development and access approvals. The Company’s flagship asset, the Speewah
Project, is still at the stage of development planning and there is no guarantee of progression into the
development and production stages. Whilst there are JORC compliant resources defined at the Speewah
Project, 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, operating costs, operating risks, approvals and permitting
issues, changes in regulation and commodity prices. The Group employs geologists, technical specialists and
external consultants where appropriate to mitigate these risks to the extent possible.
•
Metallurgical and geotechnical risks - the economic viability of mineral recovery depends on a number of
factors such as the development of an economic process route for production of concentrates and final
products. Further, changes in mineralogy throughout an ore body may result in inconsistent metal recovery
that may affect the viability and profitability of the Company’s projects. The Company’s resources are subject
to geotechnical risk which may adversely impact future mining operations. These risks may increase the costs
of production and directly impact the mining of ore, or restrict the mining rate achievable.
•
Commodity price risks – in the future, the Company’s revenue is expected to come from sale of mineral
products. Therefore, its earnings will be closely related to the price and arrangements it enters into for the
sale of its products. Mineral product prices inherently fluctuate and are affected by factors including the
relationship between global supply and demand for minerals, forward selling by producers, the cost of
production and general global economic conditions. Commodity prices are also affected by the outlook for
inflation, interest rates, currency exchange rates and supply and demand issues. These factors may have an
adverse effect on the Company’s exploration, development and production activities as well as its ability to
fund those activities.
In particular, the Company’s ability to economically recover minerals ultimately will depend upon the world
market prices of commodities potentially including fluorspar, vanadium, titanium dioxide and iron products.
If the prices of fluorspar, vanadium, titanium dioxide and iron products drop significantly, the economic
prospects of the projects in which the Company has an interest could be significantly reduced or rendered
uneconomic.
•
Exchange rate risk – international prices of various commodities are typically denominated in United States
dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian
currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United
States dollar and the Australian dollar as determined in international markets .
•
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.
Share Options and Rights
On 29 September 2023, the Board adopted a New Awards Plan for incentive securities for employees and Non-
Executive Directors of the Company, specifically offers of options and shares. The New Awards Plan replaced
all of the Company’s existing incentive securities plans that were carried over from previous management and
adopted while the Company was known as TNG Limited. Owing to the Company’s shift in strategic priorities
during the last financial year, the Board subsequently resolved to update the New Awards Plan to include offers of
performance rights under the Updated Awards Plan.
Further details about the Company’s New and Updated Awards Plans and share-based payments to directors
and key management personnel are included in the Remuneration Report.
Directors' Report
37
Tivan Annual Report 2024
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
Details
17,354,824
$0.18
20-Dec-24
Unquoted broker options
76,610,552
$0.30
30-Jun-26
Quoted options (ASX: TVNO)
10,000,000
$0.30
30-Jun-26
Unquoted Executive Chair options
6,333,331
$0.30
30-Jun-26
Unquoted staff / NED options *
34,615,390
$0.12
30-Jun-27
Unquoted placement options
15,232,625
$0.12
30-Jun-27
Unquoted options
10,000,000
$0.40
30-Jun-27
Unquoted Executive Chair options
6,333,331
$0.40
30-Jun-27
Unquoted staff / NED options *
28,000,000
$0.10
31-Dec-27
Unquoted SBC options
10,000,000
$0.50
30-Jun-28
Unquoted Executive Chair options
6,333,331
$0.50
30-Jun-28
Unquoted staff / NED options *
*$0.30 options vest on 31 December 2025; $0.40 options vest on 31 December 2026; $0.50 options vest on 31 December 2027 –
vesting conditional on the holder remaining in the employment of the Company at the respective vesting dates.
All unissued shares will be ordinary shares of the Company (upon exercise). These options do not entitle the holder
to participate in any share issue of the Company or any other body corporate.
All options above, excluding the unquoted broker options (17,354,824) were issued during or since the end of the
financial year.
23,422 shares were issued on exercise of quoted options (ASX: TVNO) during or since the end of the financial year.
Unissued shares under non-executive director (“NED”) rights (“TNG” NED rights)
At the date of this report, there were no NED rights on issue, with 1,400,000 rights being forfeited during the
financial year in accordance with their terms and conditions. The NED rights were granted in previous financial
years.
No further of these NED rights were issued during or since the end of the financial year.
Unissued shares under performance rights (“TNG” performance rights)
At the date of this report, there were no performance rights on issue, with 4.85 million performance rights being
forfeited during the financial year and 2.7 million performance rights expiring unvested in accordance with their
terms and conditions. The performance rights were granted in previous financial years.
No further of these performance rights were issued during or since the end of the financial year.
Unissued shares under performance rights
At the date of this report, there were no performance rights issue on issue.
On 29 July 2024, the Company announced that the Board (in the absence of Executive Chairman Mr Grant Wilson)
has determined, subject to shareholder approval (to be sought at the 2024 AGM in November 2024), to offer
Mr Wilson, as part of his incentive arrangements, 5 million performance rights under the Company’s Updated
Awards Plan to further align Mr Wilson’s performance with Tivan’s performance and value creation for the
Company’s key development, exploration and technology projects during the current financial year.
Further details about these performance rights are included in the Remuneration Report. As at the date of this
report, these performance rights have not been issued.
On 8 August 2024, the Company announced that it had made offers to employees totalling 17 million performance
rights and Non-Executive Directors totalling 9 million performance rights under the Company’s Updated Awards
Plan subject to shareholder approval (to be sought at the 2024 AGM in November 2024). The offer of performance
rights has been made on a firmwide basis (excluding Mr Grant Wilson as Executive Chairman) and is subject to
continuity of engagement at Tivan over the vesting periods.
Further details about these performance rights are included in the Remuneration Report. As at the date of this
report, these performance rights have not been issued.
Directors' Report
38
Tivan Annual Report 2024
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.
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 2024.
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.
Directors' Report
Tivan Annual Report 2024
SRK Consulting & Bennelongia Environmental Consultants
Photo credit: Ben Broady
39
40
Tivan Annual Report 2024
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)
•
Dr Guy Debelle (appointed 1 September 2023)
Former Directors and Executives
•
Mr Simon Morten – former Non-Executive Director (appointed 17 February 2020, retired 13 July 2023).
2. Remuneration Governance
a. The Board is responsible for setting the Company’s remuneration framework; as a result, the
Company does not currently have a Remuneration Committee.
b. The Board is responsible for the review and determination of remuneration packages applicable to
the Company’s Executives, including base salary, superannuation entitlements and incentive structures.
c. The Board is responsible for the review and determination of remuneration applicable to the
Company’s Directors, including base fees, superannuation entitlements and incentive structures.
d. As part of its annual governance processes following conclusion of the financial year ended 30 June
2024, the Board completed a review of compensation arrangements for the Company including both
remuneration and incentive mechanisms. Outcomes of the review are detailed in this Remuneration
Report.
3. Remuneration Principles and Arrangements
3.1 Remuneration Principles and Strategy
The Company’s remuneration principles are summarised as follows:
•
Remuneration should be structured to facilitate the recruitment and retention of suitably qualified and
experienced high-calibre Directors, Executives and employees aligning with the stage of development of the
Company’s resources projects.
•
The Company’s performance is ultimately driven by the ability of its Directors, Executives and employees to
develop and execute effective strategies for its resources projects.
•
Remuneration should consider the stage of development of the Company’s resources projects and the
planning and timeframes in place for these projects.
•
Remuneration should consider the roles and responsibilities of individual staff members within the Company,
including peer comparison to other resources companies in a similar stage of development and / or relative
size, and general market conditions. Remuneration should be reviewed upon a staff member being promoted.
•
Remuneration should be structured to encourage and motivate the performance of Directors, Executives and
employees to drive the growth of the Company and its market capitalisation / share price.
•
Remuneration should be structured to align staff performance with the interests of shareholders and reward
performance that aligns with long-term shareholder value creation.
Remuneration Report (Audited)
This Remuneration Report for the year ended 30 June 2024, 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.
Directors' Report
41
Tivan Annual Report 2024
•
Remuneration should comprise salary or fees (as the case may be) as a fixed annual component (subject to
review), along with superannuation entitlements aligning with legislative requirements.
•
Remuneration may include short-term incentives as a variable component which may comprise equity
schemes with shorter-term horizons aligning with Company’s performance or objectives, and / or cash
bonuses tied to performance (noting the new Tivan Board to date has not offered short-term cash bonuses
to staff).
•
Remuneration may include long-term incentives as a variable component which may comprise equity
schemes with longer-term horizons aligning with Company’s performance or objectives.
•
Incentive securities may be used to ensure remuneration is competitive with peers and the broader market.
•
The Company is dynamic in nature and therefore remuneration strategies should be reviewed regularly (at
least annually) to ensure appropriateness with the Company’s prevailing stage of development and size, and
market conditions.
•
The Board where warranted may engage with expert third party consultants to advise on its remuneration
strategies.
The Board is of the view that the remuneration principles detailed above are appropriate and being adhered to,
and that the remuneration strategies in place are adequate and appropriate for the Company aligning with the
stage of development of its resources projects and its relative size and market conditions. The Board believes
that a high-calibre team has been recruited to and retained by the Company, supported by the remuneration
principles and strategies put in place.
3.2 Executive Contracts
Mr 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. Key contract terms are as follows:
•
Term of Agreement: term extended to 28 November 2025; subject to termination for convenience by mutual
agreement.
•
Salary: $350,000 per annum excluding superannuation (effective 1 July 2024 as detailed below).
•
Notice period: three months.
•
Long term incentives: 30 million options to acquire ordinary fully paid shares
The proposed terms of these options were:
•
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
The Board (in the absence of Mr Wilson) determined to amend the proposed terms of these options (which at
the time had not been issued) to align with the exercise price and expiry date terms of offers of options made to
senior management, Non-Executive Directors and other eligible employees in September 2023 (see below for
further details), ensuring consistency of awards made to Tivan’s team. The updated terms of options are:
•
10 million options with an expiry date of 30 June 2026 and exercise price of $0.30 per option
•
10 million options with an expiry date of 30 June 2027 and exercise price of $0.40 per option
•
10 million options with an expiry date of 30 June 2028 and exercise price of $0.50 per option
Shareholder approval for the issue of options to Mr Wilson was sought and received at the Company’s AGM
in November 2023. The options were subsequently issued in November 2023. There are no performance
conditions attached to these options as per Mr Wilson’s employment contract, however, the setting of an exercise
price materially above the Company’s share price at issue date reflects alignment with the ability to benefit from
the option award and increased shareholder value.
The fair value of these 30 million options has been measured using the Black Scholes option pricing model and
were valued at June 2023 for an amount of $300,000 for which the amount had been expensed as a non-cash
item at 30 June 2023. Upon obtaining shareholder approval at the Company’s 2023 AGM in November 2023,
the options were revalued for an amount of $390,000. A true-up expense of $90,000 has been incurred in the
current year.
The inputs used in the measurement of the fair values at grant date of the options were as follows:
Directors' Report
42
Tivan Annual Report 2024
Mr Jason Giltay – Chief Financial Officer
In December 2022, the Company announced the appointment of Mr Jason Giltay as Chief Financial Officer
of the Company.
•
Term of Agreement: ongoing subject to termination by either party.
•
Salary: $300,000 per annum excluding superannuation.
•
Notice period: three months.
3.3 Approach to Setting Remuneration – Executives
The Executive remuneration framework for FY24 consisted of fixed and variable remuneration as described
below.
3.3.1 Executives – Fixed Remuneration
Executive fixed remuneration in FY24 consisted of base salary and superannuation entitlements consistent with
legislative requirements.
The Board reviewed Executive fixed remuneration for FY24 during the course of the year. The Company
announced on 29 September 2023 that the Board had undertaken a review of the remuneration of Executive
Chairman Mr Wilson and, in the absence of Mr Wilson, determined to increase Mr Wilson’s base salary from
$250,000 per annum (exclusive of superannuation) to $325,000 per annum (exclusive of superannuation) with
effect from 1 October 2023. This determination reflected Mr Wilson’s performance as Tivan’s senior executive
over the past year and brought his base salary closer to relevant sectoral peers.
No other changes in Executive remuneration occurred during FY24.
On 29 July 2024, the Company announced that the Board as part of its annual governance processes following
conclusion of the financial year ended 30 June 2024, had completed a review of compensation arrangements for
Tivan including both remuneration and incentive mechanisms.
As part of the review, the Board reviewed the remuneration of Mr Wilson. The Board recognises the pivotal
leadership role Mr Wilson has played to date, and the importance of his role in achieving upcoming milestones.
The Board (in the absence of Mr Wilson) determined to increase Mr Wilson’s base salary from $325,000 per
annum (exclusive of superannuation) to $350,000 per annum (exclusive of superannuation) with effect from 1 July
2024. This determination reflects Mr Wilson’s performance as Tivan’s senior executive since December 2022
and over the prior year in driving the shift in the Company’s strategic priorities. This remuneration increase will be
reflected in the remuneration table for FY25.
3.3.2 Executives – Variable Remuneration
Variable remuneration may include:
•
Short-term incentives, which may include equity schemes with shorter-term horizons aligning with
Company’s performance targets, metrics or objectives, and / or cash bonuses which may be set out in
individual employment agreements or as determined by the Board to recognise exceptional performance; and
•
Long-term incentives which may include equity schemes with longer-term horizons aligning with Company’s
performance targets, metrics or objectives.
Variable remuneration is used to recognise or promote exceptional performance for the Company consistent with
driving growth and value creation for shareholders. The Board has the discretion to award incentive securities
(subject to any required shareholder approvals or capacity limits) from time to time.
Options
Tranche A
Tranche B
Tranche C
Valuation Date
17 Nov 23
17 Nov 23
17 Nov 23
Underlying security spot price
$0.071
$0.071
$0.071
Exercise price
$0.300
$0.400
$0.500
Expiry date
30 June 26
30 June 27
30 June 28
Remaining Life of the Options (years)
2.62
3.62
4.62
Volatility
75%
75%
75%
Risk-free rate
4.086%
4.086%
4.140%
Dividend yield
-
-
-
Number of Options
10,000,000
10,000,000
10,000,000
Valuation per Option
$0.010
$0.013
$0.016
Valuation per Tranche
$100,000
$130,000
$160,000
Remuneration Report (Audited) (continued)
Directors' Report
43
Tivan Annual Report 2024
Executive variable remuneration in FY24 consisted solely of long-term incentives in the form of options over shares.
Short-term incentives
No short-term incentives were awarded to Executives during FY24.
On 29 July 2024, the Board advised that it (in the absence of Executive Chairman Mr Grant Wilson) has
determined, subject to shareholder approval, to offer Mr Wilson, as part of his incentive arrangements, 5 million
performance rights under the Company’s Updated Awards Plan to further align Mr Wilson’s performance with
Tivan’s performance and value creation for the Company’s key development, exploration and technology projects
during the current financial year.
The details of the offer of performance rights to Mr Wilson are set out below under section 3.5.4 of this
Remuneration Report.
On approval and issue, this remuneration will be reflected in the remuneration table for FY25.
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.
Long-term incentives
In September 2023, the Board advised that under the New Awards Plan the Company had made offers of
options to senior management, Non-Executive Directors and other eligible employees totalling 10 million options
for staff and 9 million options for the Non-Executive Directors (19 million options in total). The options were
structured in three classes. The offers of options was split evenly across each class (ie, a total of 6.33 million
options in each class).
The Company sought and was granted shareholder approval for the issue of options to Non-Executive Directors
at the 2023 Annual General Meeting in November 2023. The option issue was subsequently undertaken in
November 2023 and also include an options issue to KMP Mr Jason Giltay (1.749 million total; 583,333 in each
class). This remuneration is included in the remuneration table for FY24.
The details of the options issue are set out below under section 3.5.2 of this Remuneration Report.
In August 2024, the Board advised that under the Company’s Updated Awards Plan, it had made offers to
employees totalling 17 million performance rights and Non-Executive Directors totalling 9 million performance
rights (subject to shareholder approval). The offer of performance rights has been made on a firmwide basis
(excluding Mr Grant Wilson as Executive Chairman; but including KMP Mr Jason Giltay) and is subject to
continuity of engagement at Tivan over the vesting periods.
All awards are subject to Tivan obtaining shareholder approval of the Updated Awards Plan for the purposes of
ASX Listing Rule 7.2, Exception 13, to be sought at the Company’s 2024 Annual General Meeting in November
2024.
On approval and issue, this remuneration will be reflected in the remuneration table for FY25.
The details of the performance rights offered are set out below under section 3.5.5 of this Remuneration Report.
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.
3.4 Approach to Setting Remuneration – Non-Executive Directors
With respect to the remuneration of Non-Executive Directors:
•
The maximum aggregate amount in Non-Executive Director fees payable is subject to shareholder approval at
General Meeting; total remuneration for Non-Executive Directors was last approved at $500,000 per annum
by the Company’s shareholders by way of General Meeting in 2015.
•
The full Board determines the remuneration of each of the Non-Executive Directors.
•
Non-Executive Director remuneration is reviewed annually based on market practice and specific duties.
•
Base fees for the Non-Executive directors range between $85,000 and $100,000 per annum plus
superannuation entitlements.
•
Non-Executive Directors are not provided with retirement benefits apart from statutory superannuation.
•
Directors may receive long-term incentive securities (subject to shareholder approval).
In September 2023, the Board advised that under the New Awards Plan the Company had made initial offer of
options to senior management, Non-Executive Directors and other eligible employees totalling 10 million options
for staff and 9 million options for the Non-Executive Directors (19 million options in total). The options were
structured in three classes. The offers of options was split evenly across each class (ie, a total of 6.33 million
options in each class).
The Company sought and was granted shareholder approval for the issue of options to Non-Executive Directors
at the 2023 Annual General Meeting in November 2023. The option issue was subsequently undertaken in
November 2023, with each of the three Non-Executive Directors (Dr Anthony Robinson, Ms Christine Charles, Dr
Guy Debelle) each being issued 1 million options in each class. This remuneration is included in the remuneration
table for FY24.
Directors' Report
44
Tivan Annual Report 2024
The details of the options issue are set out below under section 3.5.2 of this Remuneration Report.
In August 2024, the Board advised that under the Company’s Updated Awards Plan, it had made offers to
employees totalling 17 million performance rights and Non-Executive Directors totalling 9 million performance
rights (subject to shareholder approval). The offer of performance rights has been made on a firmwide basis
(excluding Mr Grant Wilson as Executive Chairman) and is subject to continuity of engagement at Tivan over the
vesting periods.
The proposed issue to Non-Executive Directors (3 million each) is conditional upon Tivan obtaining shareholder
approval for the purposes of ASX Listing Rule 10.14 to be sought at the Company’s 2024 Annual General Meeting
in November 2024.
On approval and issue, this remuneration will be reflected in the remuneration table for FY25.
The details of the performance rights offered are set out below under section 3.5.5 of this Remuneration Report.
3.5 Company Incentive Security Plans
3.5.1 New Awards Plan
During the year in September 2023, the Board advised that it adopted a New Awards Plan for incentive securities
for employees and Non-Executive Directors of the Company as part of a revised remuneration framework
specifically structured to align Tivan’s team with project delivery timeframes and the interests of the Company’s
shareholders.
The New Awards Plan provided for offers of incentive securities to Tivan’s senior management, Non-Executive
Directors and other eligible employees (subject to receipt of any required shareholder approvals), specifically
offers of options and shares. The New Awards Plan replaced all of the Company’s existing incentive securities
plans that were carried over from previous management and adopted while the Company was known as TNG
Limited.
The New Awards Plan and revised remuneration framework was structured to align staff performance and
remuneration with the interests of shareholders. The overarching principle is to incentivise staff participants
to drive the growth of the Company and its share price in a clear, simple and transparent manner; and reward
performance that aligns with long-term shareholder value creation. The Board intends to include tenure
requirements via vesting conditions for the incentive securities offered under the New Awards Plan to promote
staff retention at the Company.
The Company sought and was granted shareholder approval for issues of incentive securities under the Plan for
the purposes of Listing Rule 7.2, Exception 13 at the 2023 Annual General Meeting in November 2023.
3.5.2 Offer of Options under New Awards Plan
In September 2023, the Board advised that under the New Awards Plan the Company had made offers of
options to senior management, Non-Executive Directors and other eligible employees totalling 10 million options
for staff and 9 million options for the Non-Executive Directors (19 million options in total). The options were
structured in three classes as follows:
•
Options with an exercise price of $0.30 each, vesting on 31 December 2025 and expiring on 30 June 2026;
•
Options with an exercise price of $0.40 each, vesting on 31 December 2026 and expiring on 30 June 2027;
and
•
Options with an exercise price of $0.50 each, vesting on 31 December 2027 and expiring on 30 June 2028.
The offers of options were split evenly across each class (ie, a total of 6.33 million options in each class). Option
vesting is conditional on the recipient remaining in the employment of the Company at the vesting date. The
Board set the exercise price for each class of options materially above the then share price and out of the money,
as the primary means of creating alignment with shareholders. The employment vesting condition promotes the
interests of the Company through alignment with targeted project delivery timeframes, assisting in retaining staff.
The Company sought and was granted shareholder approval for the issue of options to Non-Executive Directors
at the 2023 Annual General Meeting in November 2023.
The option issue was subsequently undertaken in November 2023 to each Non-Executive Director (3 million
each; 1 million each in each class), and also included KMP Mr Jason Giltay (1.749 million total; 583,333 in each
class). This remuneration is included in the remuneration table for FY24.
The fair value of these options has been measured using the Black Scholes option pricing model at the grant
date. The inputs used in the measurement of the fair values of the options are as follows:
Directors' Report
Remuneration Report (Audited) (continued)
45
Tivan Annual Report 2024
3.5.3 Updated Awards Plan
In July 2024, the Board advised that as part of its annual governance processes following conclusion of the
financial year ended 30 June 2024, it had completed a review of compensation arrangements for Tivan including
both remuneration and incentive mechanisms. Owing to the Company’s shift in strategic priorities during the
financial year, including the decision to progress the Speewah Fluorite Project, the Board resolved to update the
Company’s New Awards Plan approved by the Company’s shareholders in November 2023 to include offers of
performance rights.
The Company intends to seek shareholder approval for the Updated Awards Plan for the purposes of ASX Listing
Rule 7.2, Exception 13 at its upcoming 2024 Annual General Meeting to be held in November 2024.
Options
Tranche A
Tranche B
Tranche C
Valuation Date
17 Nov 23
17 Nov 23
17 Nov 23
Underlying security spot price
$0.071
$0.071
$0.071
Exercise price
$0.300
$0.400
$0.500
Expiry date
30 June 26
30 June 27
30 June 28
Remaining Life of the Options (years)
2.62
3.62
4.62
Volatility
75%
75%
75%
Risk-free rate
4.086%
4.086%
4.140%
Dividend yield
-
-
-
Number of Options
3,583,333
3,583,333
3,583,333
Valuation per Option
$0.010
$0.013
$0.016
Valuation per Tranche
$35,833
$46,583
$57,333
3.5.4 Offer of Performance Rights to Mr Grant Wilson under the Updated Awards Plan
In July 2024, the Board advised that (in the absence of Executive Chairman Mr Grant Wilson) it had determined,
subject to shareholder approval, to offer Mr Wilson, as part of his incentive arrangements, 5 million performance
rights under the Company’s Updated Awards Plan to further align Mr Wilson’s performance with Tivan’s
performance and value creation for the Company’s key development, exploration and technology projects during
the current financial year.
The offer of performance rights to Mr Wilson is proposed to be made on the following basis:
•
The offer of performance rights to Mr Wilson is subject to shareholder approval for the purposes of ASX
Listing Rule 10, to be sought at the AGM.
•
Subject to shareholder approval, the number of performance rights offered to Mr Wilson will be 5 million.
•
The performance rights will be issued to Mr Wilson for no cash consideration.
•
The number of shares issued on conversion of each performance right is the number equal to:
Shares on exercise = TVN Share Price less 5c
where the TVN Share Price is calculated as Tivan’s maximum volume weighted average share price (“VWAP”)
across any 20 sequential trading days of the trading days between and inclusive of 1 January 2025 and 31 March
2025) (“Tivan Q1 2025 VWAP”), rounded to nearest 0.1 of a cent.
•
The TVN Q1 2025 VWAP is capped at a maximum of 10c; therefore, the maximum number of shares issued
on exercise of the performance rights that may be offered to Mr Wilson is 25 million.
•
The performance rights will vest if the Tivan Q1 2025 VWAP is greater than 5c and:
•
conditional on Mr Wilson remaining in the employment of the Company on 1 April 2025, 50% of the
awarded performance rights issued will vest on that date and may be exercised into Shares by Mr Wilson
between 1 April 2025 and 30 June 2025
•
conditional on Mr Wilson remaining in the employment of the Company on 1 July 2025, the remaining
50% of the awarded performance rights will vest on that date, and may be exercised by Mr Wilson into
Shares between 1 July 2025 and 30 September 2025
•
No consideration is payable by Mr Wilson to exercise vested performance rights
•
Any vested performance rights not exercised during the exercise periods above will lapse.
By way of example, if the TVN Share Price is 7c, then the number of shares issued on conversion of each
performance right is 2 (ie, 7c less 5c equals 2), equating to a total number of shares on exercise of the
performance rights of 10 million (ie, 5 million performance rights multiplied by 2).
On approval and issue, this remuneration will be reflected in the remuneration table for FY25.
Directors' Report
46
Tivan Annual Report 2024
3.5.5 Offer of Performance Rights under the Updated Awards Plan
In August 2024, the Board advised that under the Company’s updated Awards Plan, it had made offers to
employees totalling 17 million performance rights and Non-Executive Directors totalling 9 million performance
rights (subject to shareholder approval) as set out below:
•
The performance rights will be issued for no cash consideration
•
The performance rights will be issued evenly across three classes (ie, 8.67 million per class)
•
Each class has vesting conditions relating to the holder remaining as an employee or Non-Executive Director
up to and at the vesting dates of 1 July 2026, 1 July 2027 and 1 July 2028, respectively
•
Upon vesting, the holder has up to six (6) months to exercise a vested performance right into one ordinary
share
•
The last dates for exercise are 31 December 2026, 31 December 2027 and 31 December 2028, respectively
for each class
•
Any vested performance rights not exercised by the last dates for exercise will expire
•
No price is payable upon exercise of a performance right
The offer of performance rights has been made on a firmwide basis (excluding Mr Grant Wilson as Executive
Chairman) and is subject to continuity of engagement at Tivan over the vesting periods. All awards are subject
to Tivan obtaining shareholder approval of the updated Awards Plan for the purposes of ASX Listing Rule 7.2,
Exception 13. The proposed issue to Non-Executive Directors is conditional upon Tivan obtaining shareholder
approval for the purposes of ASX Listing Rule 10.14. Both approvals will be sought at the Company’s 2024 Annual
General Meeting in November 2024.
On approval and issue, this remuneration will be reflected in the remuneration table for FY25.
3.5.6 Status of Awards Plan
As at the date of this report, the following long-term incentive plan was in place:
•
Updated Awards Plan
The Updated Awards Plan replaced the New Awards Plan, to include offers of performance rights.
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.
2024
2023
2022
2021
2020
Profit/(loss) attributable
to owners of the Company
(67,834,849)
(7,082,020)
(4,894,658)
(2,904,883)
(2,885,329)
Dividends paid
-
-
-
-
-
Share price at 30 June
$0.072
$0.074
$0.050
$0.060
$0.061
Change in share price
(3%)
52%
(17%)
(2%)
(41%)
Return on capital employed
(6%)
(6%)
(7%)
(4%)
(4%)
Directors' Report
Remuneration Report (Audited) (continued)
47
Tivan Annual Report 2024
Current
Executives
and
Directors
Base
Remuneration
Short Term
Other Long
Term
Total
Long
Term
Grand
Total
Proportion of
remuneration
performance
related %
Salary,
& Fees
Superannuation Bonus
Termination
Benefit
Annual &
Long Service
Leave6
Share
Based
Payments
Executives
Grant
Wilson1
2024 304,808
33,529
-
-
28,328
366,665
90,000⁷
456,665
20%
2023 144,231
15,144
-
-
11,095
170,470
300,000⁷
470,470
64%
Jason
Giltay2
2024 300,000
33,000
-
-
24,353
357,353
(23,436)⁸
333,917
-
2023 286,846
30,119
-
-
8,610
325,575
(54,396)⁸
271,179
-
Directors
Anthony
Robinson3
2024
92,500
-
-
-
-
92,500
7,896⁹
100,396
8%
2023
61,392
-
-
-
-
61,392
-
61,392
-
Christine
Charles4
2024
95,833
10,542
-
-
-
106,375
7,896⁹
114,271
7%
2023
17,708
1,859
-
-
-
19,567
-
19,567
-
Guy
Debelle5
2024
83,333
9,167
-
-
-
92,500
7,896⁹
100,396
8%
2023
-
-
-
-
-
-
-
-
-
Total
2024 876,474
86,238
-
-
52,681
1,015,393
90,252
1,105,645
8%
2023 510,177
47,122
-
-
19,705
577,004
245,604
822,608
30%
1.
Appointed as Director and Executive Chairman effective as of 28 November 2022
2.
Appointed as Chief Financial Officer on 2 December 2022 (former General Manager – Commercial and Corporate Development)
3.
Appointed as Non-Executive Director on 20 September 2022
4.
Appointed as Non-Executive Director on 6 April 2023
5.
Appointed as Non-Executive Director on 1 September 2023
6.
Includes accrued annual leave and long service leave not taken over and above base salary
7.
Share based payments (non-cash item) include the incremental value of options awarded in FY23 and subsequently granted in
November 2023 (FY24), representing a value true-up relative to FY23
8.
Share based payments (non-cash item) include the value of options issued in November 2023; for the year ended 30 June 2023
share based payments include a reversal for previously issued performance rights (Classes A, C, D and E) that had vesting
milestones which were deemed unlikely to be achieved at 30 June 2023 prior to expiry on 17 December 2023; share based
payments include a reversal for previously issued performance rights (Classes B and F) that expired unvested on 17 December
2023
9.
Share based payments (non-cash item) include the value of options issued in November 2023
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 (by financial year), are detailed below.
Directors' Report
48
Tivan Annual Report 2024
Former
Executives
and
Directors
Base
Remuneration
Short Term
Other Long
Term
Total
Long
Term
Grand
Total
Proportion of
remuneration
performance
related %
Salary,
& Fees
Superannuation Bonus
Termination
Benefit
Annual &
Long Service
Leave9
Share
Based
Payments
Former Executives
Paul
Burton¹
2024
-
-
-
-
-
-
-
-
-
2023 201,427
27,500
-
518,332
9,015
756,274
(488,750)¹⁰
267,524
-
Jonathan
Fisher2
2024
-
-
-
-
-
-
-
-
-
2023 94,230
19,082
-
137,500
3,210
254,022
(384,936)¹⁰ (130,914)
-
Paula
Raffo3
2024
10,231
1,125
-
17,426
-
28,782
(18,673)¹¹
10,109
-
2023
41,654
4,374
-
-
6,342
52,370
(43,455)¹¹
8,915
-
Former Directors
Simon
Morton4
2024
2,679
295
-
-
-
2,974
(25,908)¹²
(22,934)
-
2023
78,625
7,219
-
-
-
85,844
(27,979)¹²
57,865
-
John
Elkington5
2024
-
-
-
-
-
-
-
-
-
2023
78,867
2,800
-
-
-
81,667
(107,773)¹³
(26,106)
-
Neil
Biddle6
2024
-
-
-
-
-
-
-
-
-
2023
31,970
-
-
-
-
31,970
-
31,970
-
Rowan
Johnston7
2024
-
-
-
-
-
-
-
-
-
2023
8,389
881
-
-
-
9,270
-
9,270
-
Elizabeth
Henson8
2024
-
-
-
-
-
-
-
-
-
2023
9,760
-
-
-
-
9,760
-
9,760
-
Total
2024
12,910
1,420
-
17,426
-
31,756
(44,581)
(12,825)
-
2023 544,922
61,856
-
655,832
18,567
1,281,177
(1,052,893)
228,284
-
1.
Resigned as CEO & Managing Director on 25 November 2022; short term termination benefit cash payment relates to agreed payments
at resignation under prior TNG Board
2.
Departed on 3 October 2022
3.
Resigned as Joint Company Secretary on 18 January 2023
4.
Retired as Non-Executive Director on 13 July 2023. Salary and fees for FY23 include consulting fees paid to Miceva Family Trusts of
$9,875 of which Simon Morten is a related party
5.
Resigned as Chairman on 2 September 2022, resigned as Non-Executive Director on 20 September 2022. Salary and fees for FY23
include consulting fees of $35,300
6.
Appointed as Non-Executive Chairman on 2 September 2022, retired as Non-Executive Chairman on 28 November 2022
7.
Appointed as Non-Executive Director on 10 October 2022, retired as Non-Executive Director on 28 November 2022
8.
Appointed as Non-Executive Director on 1 August 2022, resigned as Non-Executive Director on 20 September 2022
9.
Includes accrued annual leave and long service leave not taken over and above base salary
10. Reversal of previously expensed equity-settled remuneration (Non-Cash), not yet vested, based on the value of performance rights on
the date of the resignation, when performance rights forfeited
11.
Share based payments (non-cash item) for the year ended 30 June 2023 include a reversal of the remuneration for previously issued
performance rights (Classes A, C, D and E) that had vesting milestones which were deemed unlikely to be achieved at 30 June 2023 prior
to expiry on 17 December 2023; and for the year ended 30 June 2024 share based payments include a reversal of the remuneration for
previously issued performance rights (Classes B and F) that were forfeited at resignation of employment
12.
Share based payments (non-cash item) for the year ended 30 June 2023 include a reversal of the remuneration for previously issued
NED rights (Classes A, C, D and E) that had vesting milestones which were deemed unlikely to be achieved at 30 June 2023 prior to
expiry on 17 December 2023; and for the year ended 30 June 2024 share based payments include a reversal of the remuneration for
previously issued NED rights (Classes B and F) that were forfeited at resignation
13. Reversal of previously expensed equity-settled remuneration (Non-Cash), not yet vested, based on the value of NED rights on the date of
the resignation, when NED rights forfeited.
Directors' Report
Remuneration Report (Audited) (continued)
49
Tivan Annual Report 2024
5.1 Analysis of bonuses included in the remuneration
There was no cash or other bonuses 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 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. The Board (in the absence of Mr Wilson) subsequently determined the proposed terms
of these options (which at that time had not been issued) should align with the exercise price and expiry date
terms of offers of options made to senior management, Non-Executive Directors and other eligible employees
in September 2023, ensuring consistency of awards made to Tivan’s team. Shareholder approval for the issue
of options to Mr Wilson was sought and received at the Company’s AGM in November 2023. The options were
subsequently issued in November 2023. The details of the options issue are set out above under section 3.2 of
this Remuneration Report.
In September 2023, the Board advised that under the New Awards Plan the Company had made initial offer of
approximately 19 million options to senior management, Non-Executive Directors and other eligible employees
(subject to shareholder approval). The Company sought and was granted shareholder approval for the issue of
options to Non-Executive Directors at the 2023 Annual General Meeting in November 2023. The option issue was
subsequently undertaken in November 2023.
The options are structured in three classes, with the offers of options split evenly across each class (ie, a total of
6.33 million options in each class):
•
Options with an exercise price of $0.30 each, vesting on 31 December 2025 and expiring on 30 June 2026;
•
Options with an exercise price of $0.40 each, vesting on 31 December 2026 and expiring on 30 June 2027;
and
•
Options with an exercise price of $0.50 each, vesting on 31 December 2027 and expiring on 30 June 2028.
Option vesting is conditional on the recipient remaining in the employment of the Company at the vesting date (6
months prior to expiry).
Each Non-Executive Director (Dr Anthony Robinson, Ms Christine Charles, Dr Guy Debelle) were issued 1 million
options each in each class (3 million each; 9 million in total), KMP Mr Jason Giltay was issued 583,333 in each
class (1.75 million total). The fair value of these options has been measured using the Black Scholes option pricing
model at the grant date. The inputs used in the measurement of the fair values of the options are as follows:
Options
Tranche A
Tranche B
Tranche C
Valuation Date
17 Nov 23
17 Nov 23
17 Nov 23
Underlying security spot price
$0.071
$0.071
$0.071
Exercise price
$0.300
$0.400
$0.500
Expiry date
30 June 26
30 June 27
30 June 28
Remaining Life of the Options (years)
2.62
3.62
4.62
Volatility
75%
75%
75%
Risk-free rate
4.086%
4.086%
4.140%
Dividend yield
-
-
-
Number of Options
3,583,333
3,583,333
3,583,333
Valuation per Option
$0.010
$0.013
$0.016
Valuation per Tranche
$35,833
$46,583
$57,333
Directors' Report
50
Tivan Annual Report 2024
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
During the reporting period, all of the remaining performance rights and NED rights on issue that were issued in
prior years by the former TNG Board under prior incentive plans expired including for KMPs:
•
1.5 million performance rights and 1.4 million NED rights were forfeited upon the holders’ employment with the
Company ending consistent with the terms of the rights.
•
2.0 million performance rights expired upon the vesting conditions of these rights not being satisfied by the
vesting date of 17 December 2023.
The forfeited/expired performance rights and NED rights would have only vested upon satisfaction of the specific
vesting condition for each class, which upon vesting and subsequent exercise would have entitled the holder
to be issued one ordinary share for nil consideration. The performance rights and NED rights were structured in
different classes as detailed below:
Class
Vesting condition to be met
NED
KMP
A
Completion of the Mount Peake Project Front-End Engineering and Design Study by
SMS group, and receipt of turnkey EPC proposal from SMS group
5%
15%
B
Entry into binding documentation for the acquisition of land for the Darwin Processing
Facility with the NT Government
5%
5%
C
Commencement of ground-breaking activities at the Mount Peake Project
20%
20%
D
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%
E
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%
F
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%
The performance rights and NED rights with conditions relating specifically to Mount Peake were considered
on balance at 30 June 2023 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 was reversed in the
remuneration tables for FY23 for certain Executives and Non-Executive Directors.
None of these performance rights or NED rights remain on issue at the date of this report.
Details of the vesting profiles of the forfeited/expired performance rights and NED rights held by KMPs were as
follows:
Instrument
Grant
Date
%
vested
in year
%
forfeited
in year
Financial
year which
grant vest
Expiry
date
Fair value
at grant
date
Executives
Jason Giltay
Rights
2,000,000
17-Dec-20
0%
100%
-
17-Dec-23
N/A
Paula Raffo
Rights
1,500,000
17-Dec-20
0%
100%
-
17-Dec-23
N/A
Non-Executive Directors
Simon Morton
NED Rights
1,400,000
17-Dec-20
0%
100%
-
17-Dec-23
N/A
The NED rights held by Mr Simon Morten as at 30 June 2023 were forfeited following Mr Morten’s retirement on
13 July 2023. The performance rights held by Ms Paula Raffo as at 30 June 2023 were forfeited on 10 September
2023 following Mr Raffo’s resignation. The performance rights held by Mr Jason Giltay as at 30 June 2023
expired unvested on 17 December 2023.
Remuneration Report (Audited) (continued)
Directors' Report
51
Tivan Annual Report 2024
5.2.4 Options and rights over equity instruments
The movement during the reporting period by number of options over ordinary shares in the Company held,
directly, indirectly or beneficially, by each key management person, including their related parties, is as follows:
Held at
1 July
2023
Granted as
remuneration
Exercised
Lapsed
Forfeited
Held at
30 June
2024
Vested
during the
year
Vested and
exercisable
at 30 June
2024
Options
Executives
Grant Wilson
-
30,000,000
-
-
-
30,000,000 30,000,000 30,000,000
Jason Giltay
-
1,749,999
-
-
-
1,749,999
-
-
Directors
Dr Anthony Robinson -
3,000,000
-
-
-
3,000,000
-
-
Christine Charles
-
3,000,000
-
-
-
3,000,000
-
-
Dr Guy Debelle
-
3,000,000
-
-
-
3,000,000
-
-
There are no vesting conditions attached to Mr Wilson’s options.
The movement during the reporting period by number of performance rights and NED rights over ordinary shares
in the Company held, directly, indirectly or beneficially, by each key management person, including their related
parties, is as follows:
Held at
1 July
2023
Granted as
remuneration
Exercised
Lapsed
Forfeited
Held at
30 June
2024
Vested
during the
year
Vested and
exercisable
at 30 June
2024
Rights & NED Rights
Executives
Jason Giltay
-
2,000,000
-
2,000,000
-
-
-
-
Former Executive and Directors
Simon Morten
-
1,400,000
-
-
1,400,000
-
-
-
Paula Raffo
-
1,500,000
-
-
1,500,000
-
-
-
The NED rights held by Mr Simon Morten as at 30 June 2023 were forfeited following Mr Morten’s retirement on
13 July 2023. The performance rights held by Ms Paula Raffo as at 30 June 2023 were forfeited on 10 September
2023 following Mr Raffo’s resignation. The performance rights held by Mr Jason Giltay as at 30 June 2023 expired
unvested on 17 December 2023.
5.2.5 Modification of terms of equity-settled share-based payment transactions
No terms of equity-settled share-based payment transactions (including rights or options granted as
remuneration to a KMP) have been altered or modified by the issuing entity during the reporting period.
Directors' Report
52
Tivan Annual Report 2024
Held at
30 June
2023
Purchases
Received on
exercise of
options
Sales
Held at
30 June
2024
Executives
Grant Wilson
26,000,000
347,222
-
347,222
26,000,000
Jason Giltay
-
-
-
-
-
Directors
Anthony Robinson
-
347,222
-
-
347,222
Christine Charles
-
347,222
-
-
347,222
Guy Debelle1
N/A
347,222
-
-
347,222
Former Executives and Directors
Simon Morten2
257,942
-
-
-
N/A
Paul Burton3
N/A
N/A
N/A
N/A
N/A
Jonathan Fisher4
N/A
N/A
N/A
N/A
N/A
John Elkington5
N/A
N/A
N/A
N/A
N/A
Neil Biddle6
N/A
N/A
N/A
N/A
N/A
Rowan Johnston7
N/A
N/A
N/A
N/A
N/A
Elizabeth Henson8
N/A
N/A
N/A
N/A
N/A
Paula Raffo9
N/A
N/A
N/A
N/A
N/A
1.
Appointed as Non- Executive Director on 1 September 2023
2.
Retired as Non- Executive Director on 13 July 2023; 257,942 shares were held at the date of retirement on 13 July 2023
3.
Resigned as CEO & Managing Director on 25 November 2022
4.
Departed as CFO on 3 October 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 Non-Executive Chairman on 28 November 2022
7.
Appointed as Non-Executive Director on 10 October 2022, retired as Non-Executive Director on 28 November 2022
8.
Appointed as Non-Executive Director on 1 August 2022, resigned as Non-Executive Director on 20 September 2022
9.
Resigned as Joint Company Secretary on 18 January 2023
6. Key Management Personnel Transactions
6.1 Other transactions with key management personnel and their related parties
KMP, 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.
During the reporting period, no such related party transactions took place.
6.2 Movements in shares
Movements in the number of ordinary shares in Tivan Limited held by each KMP, directly, or indirectly or
beneficially including by their related parties, during the reporting period are set below:
Directors' Report
In March 2024, the Company announced a strategic capital raising including a share placement at an issue price
of $0.05 per new share. Tivan’s Executive Chairman Mr Grant Wilson, and Non-Executive Director Dr Anthony
Robinson, agreed to invest $100,000 each as part of the placement subject to shareholder approval to be sought
at the Company’s 2024 Annual General Meeting.
The audited remuneration report ends here.
Remuneration Report (Audited) (continued)
Grant Wilson
Executive Chairman
30 September 2024
Tivan Annual Report 2024
53
Photo credit: Ben Broady
Tivan Annual Report 2024
Tivan Annual Report 2024
Lead
Auditor’s
Independence
Declaration
54
Bennelongia Environmental Consultants
Photo credit: Ben Broady
55
Tivan Annual Report 2024
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 2024 there have been:
i.
no contraventions of the auditor independence requirements as set out in the Corporations
Act 2001 in relation to the audit; and
ii.
no contraventions of any applicable code of professional conduct in relation to the audit.
KPMG
Glenn Brooks
Partner
Perth
30 September 2024
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.
56
Tivan Annual Report 2024
56
56
Tivan Annual Report 2024
Financial
Report
Photo credit: Ben Broady
57
Tivan Annual Report 2024
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
For the year ended 30 June 2024
Note
2024
$’000
2023
$’000
Other Income
6(a)
13
75
Total Income
13
75
Corporate and administration expenses
6(b)
(3,707)
(2,836)
Employment expenses
6(c)
(1,037)
(1,530)
Exploration expenditure written off
6(d)
(58,002)
(2,679)
Depreciation and amortisation expenses
(299)
(263)
Loss from continuing operations
(63,032)
(7,233)
Finance income
6(e)
69
158
Finance costs
6(e)
(4,872)
(7)
Net finance costs
(4,803)
151
Loss before tax
(67,835)
(7,082)
Income tax expense
8
-
-
Loss for the year attributable to the owners of the Company
(67,835)
(7,082)
Other comprehensive income
Items that will not be reclassified to profit or loss
Equity Investments at FVOCI-net change in fair value
-
(104)
Other comprehensive loss for the year
-
(104)
Total comprehensive loss for the year attributable to the owners of the company
(67,835)
(7,186)
Loss per share (cents per share)
Basic (loss) per share (cents)
9
(4.26)
(0.52)
Diluted (loss) per share (cents)
9
(4.26)
(0.52)
The Consolidated Statement of Profit or Loss and other Comprehensive Income is to be read in conjunction with the notes to the financial
statements.
Financial Report
58
Tivan Annual Report 2024
Consolidated Statement of Financial Position
As at 30 June 2024
The Consolidated Statement of Financial Position is to be read in conjunction with the notes to the financial statements.
Note
2024
$’000
2023
$’000
Assets
Cash and cash equivalents
11
378
1,298
Trade and other receivables
12
322
335
Prepayments
60
377
Current assets
760
2,010
Other receivables
98
98
Plant and equipment
199
182
Right-of-use-asset
13
112
209
Exploration and evaluation expenditure
14
26,480
79,018
Non-current assets
26,889
79,507
Total assets
27,649
81,517
Liabilities
Trade payables
15
508
295
Other payables
15
2,163
1,225
Convertible Notes
18
3,443
-
Deferred consideration payable
19
3,858
7,500
Deferred consideration derivative
19
3,303
-
Provisions
16
264
236
Lease liabilities
17
126
192
Other
25
-
Current liabilities
13,690
9,448
Lease liabilities
17
-
20
Provisions
16
127
126
Non-current liabilities
127
146
Total liabilities
13,817
9,594
Net assets
13,832
71,923
Equity
Issued capital
20
144,070
135,130
Reserves
20
(910)
(2,146)
Accumulated losses
(129,328)
(61,061)
Total equity
13,832
71,923
Financial Report
59
Tivan Annual Report 2024
Consolidated Statement of Cash Flows
For the year ended 30 June 2024
Cash flows from operating activities
Cash receipts from customers
-
-
Cash payments in the course of operations
(4,385)
(4,956)
Interest received
69
174
Interest paid
(8)
(7)
Net cash used in operating activities
25
(4,324)
(4,789)
Cash flows from investing activities
-
-
Payments for plant and equipment
(90)
(216)
Payments for exploration and evaluation expenditure
(5,145)
(6,549)
Purchase of Tenements
-
(825)
Proceeds from sale of Tenements
-
75
Research and development rebate
851
1,897
Security deposits refunded/(paid)
50
(74)
Payments in relation to Speewah acquisition stamp duty
(481)
-
Deferred consideration payments
(3,500)
(2,680)
Proceeds from sale of investments
-
93
Proceeds from disposal of plant & equipment
1
-
Net cash used in investing activities
(8,314)
(8,279)
Cash flows from financing activities
Proceeds from issue of shares and exercise of options
20
9,012
-
Proceeds from loan funded shares
20
37
174
Proceeds from issue of convertible notes
3,351
-
Share issue costs
20
(423)
(20)
Convertible notes issue costs
(50)
-
Repayments of lease liability
17
(221)
(230)
Net cash (used in)/ from financing activities
11,706
(76)
Net (decrease)/ increase in cash and cash equivalents
(932)
(13,144)
Cash at the beginning of the financial year
1,298
14,442
Effect of exchange rate changes on cash and cash equivalents
12
-
Cash and cash equivalents at the end of the financial year
11
378
1,298
Note
2024
$’000
2023
$’000
The Consolidated Statement of Financial Position is to be read in conjunction with the notes to the financial statements.
Financial Report
Tivan Annual Report 2024
60
Consolidated Statement of Changes in Equity
For the year ended 30 June 2024
Issued
Capital
$’000
Accumulated
losses
$’000
Reserves
$’000
Total
Equity
$’000
Balance at 1 July 2022
126,176
(51,978)
(3,351)
70,847
Other comprehensive income (loss)
-
-
(104)
(104)
Net loss for the year
-
(7,082)
-
(7,082)
Total comprehensive loss
-
(7,082)
(104)
(7,186)
Transactions with owners recorded directly in equity
Share placement
8,800
-
-
8,800
Exercise of Options
-
-
-
-
Share issue costs
(20)
-
-
(20)
Proceeds from sale of loan funded shares
174
-
-
174
Transfer on sale of equity instruments
-
(1,309)
1,309
-
Share based payments
-
(692)
-
(692)
Balance at 30 June 2023
135,130
(61,061)
(2,146)
71,923
Balance at 1 July 2023
135,130
(61,061)
(2,146)
71,923
Other comprehensive income (loss)
-
-
-
-
Net loss for the year
-
(67,835)
-
(67,835)
Total comprehensive loss
-
(67,835)
-
(67,835)
Transactions with owners recorded directly in equity
Share placement
9,005
-
-
9,005
Exercise of Options
7
-
-
7
Share issue costs
(446)
-
-
(446)
Convertible Note commitment fee
99
-
-
99
Redemption of Convertible Notes with shares
238
-
-
238
Redemption of Convertible Notes with shares
not yet issued
-
-
564
564
Proceeds from sale of loan funded shares
37
-
-
37
Convertible Note holder options issued
-
-
672
672
Share based payments
-
(432)
-
(432)
Balance at 30 June 2024
144,070
(129,328)
(910)
13,832
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.
Financial Report
61
Tivan Annual Report 2024
Notes to the
Financial
Statements
Bennelongia Environmental Consultants
Photo credit: Ben Broady
61
62
Tivan Annual Report 2024
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 2024 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.
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
•
Lease liability
•
Convertible note liability
•
Deferred consideration derivative
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.
(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
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 26.
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;
Notes to the Financial Statements
63
Tivan Annual Report 2024
•
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.
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 14.
Valuation of Convertible Notes
The Group has used a model to value the convertible notes, and related options and placement shares, issued
during the financial year under the Convertible Note Agreement with SBC Global Investment Fund, 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 the convertible notes, and related options and placement shares, issued during the
period can be found in Note 18.
Deferred Consideration Derivative
The Group has used a model to value the deferred consideration derivative, measured at fair value through profit
and loss, which requires estimates and judgements to quantify the inputs used in the model. Further information
on the assumptions used in determining the fair value of the convertible notes, and related options and placement
shares, issued during the period can be found in Note 19.
(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 year of $67.835 million (FY23: $7.082 million), had operating cash outflows
of $4.324 million (FY23: $4.789 million) and net cash outflows of $0.932 million (FY23: net cash inflow $13.144
million). The Group’s net current liability on 30 June 2024 was $13.690 million (of which $6.746 million relates
to the liabilities of the Convertible Notes and KRR deferred consideration derivative - refer to Note 18 and 19
respectively) (FY23: net current liability of $9.448 million).
The ability of the Group to continue as a going concern is reliant on the Group securing funds from capital raising
from equity financing, drawdown of the existing convertible note facility or by other means (such as the sale of
assets or farm-down of interests in projects) and managing cashflow in line with available funds. These conditions,
and the Group’s reliance on raising additional funding to continue 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:
•
In June 2024, the Company announced that it had signed a Strategic Alliance Agreement with Japanese
integrated trading company Sumitomo Corporation that provides a framework for negotiation of a binding
joint venture agreement (“JV Agreement”) for the development, financing and operation of the Speewah
Fluorite Project. The Strategic Alliance Agreement sets out the framework under which Tivan and Sumitomo
Corporation intend to negotiate a binding joint venture agreement for the development, financing and
operation of the project. The parties will use all reasonable endeavours to negotiate and enter into a
binding joint venture agreement, including respective equity interests and contributions (including funding
arrangements), by 31 December 2024.
•
In September 2024, the Company announced that a pro-rata non-renounceable entitlement offer of shares
(with free attaching options) at an issue price of $0.05 per share had raised $1.523 million (before costs).
The shortfall under the entitlement offer is 119.7 million shares, which the Directors have the ability to place at
their discretion (at the same offer price). Should the Directors be able to fully place the shortfall, an additional
amount of $6 million (before costs) would be raised. The entitlement offer shortfall period completes on 2
December 2024 unless the Company secures all funds or seeks to end the offer early. The Directors believe
they will be able to place the shortfall on the basis of the results of the original entitlement offer and the
interactions to date with potential investors in the shortfall.
•
The Company is in the process of lodging its latest submission under the Federal Government’s Research
and Development (“R&D”) Tax Incentive Scheme for eligible R&D activities for activities undertaken in the
2024 financial year. The Company expects to receive proceeds in November 2024 from the $0.75 million
submission and has a track record of successful submissions.
•
In March 2024, the Company announced it had entered into a convertible note facility with SBC Global
Investment Fund (“Investor”), a fund of L1 Capital Global Opportunities Master Fund (refer further key terms
Notes to the Financial Statements
64
Tivan Annual Report 2024
at note 18). The facility included an initial up-front funding tranche of $2.8 million cash (with a face value of
$3.3 million) that was received and notes issued in April 2024. A second tranche of funding was agreed
between the Investor and the Company, with funding of $0.55 million received in June 2024 and notes issued
in July 2024. Up to an additional $7.85 million in cash funding is available subject to mutual agreement of the
Company and the Investor. The Company has the ability to draw on these notes before the completion of the
entitlement offer shortfall period should the need arise.
Monthly repayment of the face value for each tranche is over the 18 month term of the convertible notes, with
repayment in cash or shares at the Company’s election. Any face value still owing at the end of the term is
repayable in cash. To date the Company has elected to make monthly repayments by way of share issue.
•
The Company has over the past 15 months demonstrated an ability to raise new capital through access
to Australian and international capital markets despite broader challenges in the critical minerals sector,
as evidenced by the completion of multiple raisings (including share placements) in this 15 month period
delivering in aggregate approximately $18.3 million (before costs) including the gross proceeds of the
entitlement offer (July/August 2023, December 2023, March/April 2024, July 2024 and September 2024).
This includes approximately $15m from equity raisings and $3.3 million from convertible note funding.
•
The Company intends to raise additional capital during the course of the 2025 financial year with options
available including placement of the above mentioned $6 million shortfall under the entitlement offer,
additional equity placements to professional or sophisticated investors, or capital raising with existing
shareholders, in all cases subject to market conditions and shareholder approvals, if required. The Company
will consider, amongst other alternatives, drawing further funding tranches under the convertible note facility
totalling up to $7.85 million subject to mutual agreement of the Company and the Investor.
•
The Group has no loans or borrowings other than the convertible note facility (which can be repaid via the
issuance of equity rather than the Group's cash).
•
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 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 across the remainder of the year (including being unable
to obtain mutual agreement of the Company and the Investor to access further funding under the convertible
note facility) or be unable to curtail expenditure, or a combination of these factors, 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 different to those stated 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 2024. 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.
3. Material 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 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
Notes to the Financial Statements
2. Basis of Preparation (continued)
65
Tivan Annual Report 2024
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. 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.
Notes to the Financial Statements
66
Tivan Annual Report 2024
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 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.
The residual value, the useful life and the depreciation method applied to an asset are reassessed annually.
Notes to the Financial Statements
3. Material Accounting Policies (continued)
67
Tivan Annual Report 2024
•
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:
•
the amount of the initial measurement of lease liability
•
any lease payments made at or before the commencement date
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
(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.
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:
Notes to the Financial Statements
68
Tivan Annual Report 2024
Notes to the Financial Statements
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:
•
Acquisition of rights to explore;
•
Topographical, geological, geochemical and geophysical studies;
•
Exploratory drilling, trenching, and sampling; and
•
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
Speewah, Sandover, Mount Peake, Kulgera, Moonlight, Cawse Extended and Kintore East). 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.
3. Material Accounting Policies (continued)
69
Tivan Annual Report 2024
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
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.
(j) Impairment
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 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.
Notes to the Financial Statements
70
Tivan Annual Report 2024
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.
(k) Employee benefits
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, 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) allowed certain Group
employees to acquire shares of the Company.
Employees were 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.
On 29 September 2023, the Tivan Board advised that it adopted a New Awards Plan for incentive
securities for employees and Non-Executive Directors of the Company as part of a revised remuneration
framework specifically structured to align Tivan’s team with project delivery timeframes and the interests
of the Company’s shareholders.
Under the New Awards Plan, Tivan can make offers of incentive securities to its senior management,
Non-Executive Directors and other eligible employees (subject to receipt of any required shareholder
approvals), specifically offers of options and shares. The New Awards Plan replaced all of the Company’s
existing incentive securities plans that were carried over from previous management and adopted while
the Company was known as TNG Limited.
During the prior 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.
At the date of this report, there were no performance rights issue on issue, with all performance rights
granted in previous years under prior plans, being forfeited or expired during the financial year in
accordance with their terms and conditions.
Owing to the Company’s shift in strategic priorities during the last financial year, post balance date the
Board resolved to update the New Awards Plan to include offers of performance rights (the Updated
Awards Plan).
In September 2023, the Board advised that under the New Awards Plan the Company had made initial
offers of approximately 19 million options to senior management, Non-Executive Directors and other
eligible employees (subject to shareholder approval). The Company sought and was granted shareholder
approval for the issue of options to Non-Executive Directors at the 2023 Annual General Meeting in
November 2023. The option issue was subsequently undertaken in November 2023.
The fair value of the options issued pursuant to the Company New Awards Plan were 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.
Notes to the Financial Statements
3. Material Accounting Policies (continued)
71
Tivan Annual Report 2024
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 26.
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,
Commitment fees for Convertible notes in shares and cash, convertible note options issued, valuation of
convertible notes Tranche 1 and Tranche 2 as on the balance date, finance fees on deferred consideration
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 2024.
Notes to the Financial Statements
72
Tivan Annual Report 2024
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
Share-based payment transactions
The fair value of employee options 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.
Information in relation to share based payments for Options and Rights is set out in Note 26.
ii. 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.
iii Convertible Notes
The convertible note liability is measured at fair value through profit or loss for each tranche of funding agreed
with the investor.
At inception, the fair value of the convertible note liability (instrument) is measured as the value of the
cash funding received. The liability represents the convertible note face value repayments and embedded
optionality in settlement through a variable number of shares or variable amount of cash dependent on the
conversion scenario (embedded derivatives) each month.
The fair value of the convertible note liability is based on valuation techniques that employ the use of both
observable inputs, including share prices, volatility and the risk-free rate, along with unobservable inputs
which include the implied interest rate in the convertible note funding provided by the investor.
Subsequent movements in the fair value of the liability comprise of repayments in either cash or shares
issued, along with costs of financing as a result of remeasurement.
Associated financing costs and fees for each tranche of funding are expensed as incurred as the convertible
notes are re-measured at fair value at each balance date.
iv Deferred consideration derivative
The deferred consideration derivative is measured at fair value through profit or loss, with the fair value
calculated based recognised valuation techniques. A Monte Carlo simulation model is used to determine the
fair value of the derivative at each reporting date, and uses observable inputs comprising of share prices,
risk free rate, volatility assumptions. Subsequent movements in the deferred consideration derivative are
recorded in the income statement.
Notes to the Financial Statements
73
Tivan Annual Report 2024
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.
Financial liabilities measured at fair value
Note
$’000
Convertible note liability
18
3,443
Deferred consideration derivative
19
3,303
6,746
Financial liabilities measured at amortised cost
Trade and other payables
15
2,671
Deferred consideration payable
19
3,858
Lease liabilities
17
126
6,655
The financial instruments recognised at fair value in the statement of financial position have been analysed and
classified using a fair value hierarchy reflecting the significance of the inputs used in making the measurements.
The fair value hierarchy consists of the following levels:
Level 1: quoted prices in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (as prices) or indirectly (derived from prices); and
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
$’000
Level 1
-
Level 2
3,303
Level 3
3,443
Included within Level 2 of the hierarchy is the deferred consideration derivative. The fair value of the derivative
was based on valuation techniques that employ the use of market observable inputs including share prices,
volatility and the risk-free rate.
Included within Level 3 of the hierarchy is the convertible note liability. The fair value of the convertible note liability
is based on valuation techniques that employ the use of both observable inputs, including share prices, volatility
and the risk-free rate, along with unobservable inputs which include the implied interest rate in the convertible
note funding provided by the investor. The estimated fair value would increase (decrease) if the implied interest
rate was lower (higher).
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.
Notes to the Financial Statements
74
Tivan Annual Report 2024
30 June 2023
Note
Carrying
amount
$’000
Contractual
cash flows
$’000
<12
months
$’000
>12
months
$’000
Trade and other payables
15
1,520
1,520
1,520
-
Deferred consideration payable
19
7,500
7,500
7,500
-
Lease liabilities
17
212
212
192
20
9,232
9,232
9,212
20
5. Financial Risk Management (continued)
Notes to the Financial Statements
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 2024
Note
Carrying
amount
$’000
Contractual
cash flows
$’000
<12
months
$’000
>12
months
$’000
Trade and other payables
15
2,671
2,671
2,671
-
Deferred consideration payable
19
3,858
3,858
3,858
-
Lease liabilities
17
126
126
126
-
Convertible note liability
18
3,443
3,362
2,789
573
Deferred consideration derivative
19
3,303
-
-
-
13,401
10,017
9,444
573
The convertible notes have been presented at the earliest contractual maturity where cash may be required to
be contractually delivered noting that at each maturity the liability could be settled in cash or a variable number of
own equity instruments. All of the holder’s put options requiring early settlement are through the delivery of own
equity instruments and therefore any possible accelerated settlements have not been considered for liquidity
purposes. Refer to Note 18 for further detail.
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:
Consolidated Carrying amount
Note
2024
$’000
2023
$’000
Trade and other receivables
12
322
335
Cash and cash equivalents
11
378
1,298
700
1,633
None of the Group’s trade and other receivables are past due.
75
Tivan Annual Report 2024
Market risk
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.
Share price volatility is a key input in the valuation models for the Convertible Notes and Deferred Consideration
Derivative, which are measured at fair value. Changes in this key assumption and the associated impact on the
Statement of Profit or loss. Sensitivity analysis on the valuation results for the Convertible Notes and Deferred
Consideration Derivative based on adjustments to the share price volatility of Tivan as at the 30 June 2024
valuation date are as follow:
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.
At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was:
Consolidated
Note
2024
$’000
2023
$’000
Variable rate instruments
Cash and cash equivalents
11
378
1,298
Convertible note liability
18
(3,443)
-
Fixed rate instruments
Cash and cash equivalents
11
-
-
Security deposits
12
170
220
Security Deposits to Department of Primary Industry & Resources
98
98
Lease liabilities
17
(126)
(212)
(2,923)
1,404
Notes to the Financial Statements
Convertible Notes – Tranche 1
Value ($'000)
Difference ($'000)
Volatility + 10%
2,987
93
70% (Base Case)
2,894
-
Volatility – 10%
2,711
(91)
Convertible Notes – Tranche 2
Value ($'000)
Difference ($'000)
Volatility + 10%
570
21
70% (Base Case)
549
-
Volatility – 10%
531
(18)
Deferred Consideration Derivative
Value ($'000)
Difference ($'000)
Volatility + 10%
3,522
219
70% (Base Case)
3,303
-
Volatility – 10%
3,102
(201)
76
Tivan Annual Report 2024
Notes to the Financial Statements
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 $3,780 (2023: $12,980).
Changes in interest rates will not have a material impact on valuation of convertible notes and deferred
consideration derivative given these are expected to be settled in 12 months or less.
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.
Currency Risk
The Group has no material exposure to currency risk.
Capital Management
Capital consists of ordinary share capital, retained earnings, reserves and net debt. 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 and convertible note funding to fund
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.
Consolidated
Note
2024
$’000
2023
$’000
(a) Income
Other income
13
75
Total income
13
75
(b) Corporate and administration expenses
Travel and accommodation
477
493
Legal fees
746
615
Promotional
406
168
Contractors and consultancy
931
776
Occupancy
90
96
Taxation fees
75
58
Insurance
86
85
Share registry, ASIC & ASX
193
196
General office maintenance
88
83
Accounting costs
49
10
Other
566
256
Total Corporate and Administration
3,707
2,836
6. Income and Expenses
5. Financial Risk Management (continued)
77
Tivan Annual Report 2024
(c) Employment expenses
Wages and salaries1
1,338
2,068
Other associated personnel expenses
10
10
Increase in liability for long service leave
16
1
6
Contributions to defined contribution plans
26
120
138
Share based payments expense
26
(432)
(692)
Total Employment expenses
1,037
1,530
1 1Total Wages and Salaries incurred during the year including amounts capitalised to exploration and evaluation was $2.792 million
(2023: $3.060 million).
(d) Exploration expenditure written off
Exploration and evaluation expenditure written off
14
58,002
2,679
Total Exploration expense
58,002
2,679
(e) Finance costs
Interest income
69
158
Finance income
69
158
Non-cash
Convertible notes commitment fees in shares
(99)
-
28,000,000 convertible note option issued
(672)
-
Convertible notes fair value movements – Tranche 1
(896)
-
Convertible notes fair value movements – Tranche 2
3
-
Restructure of deferred consideration
142
-
Deferred consideration derivative recognition
(3,303)
-
Cash
Convertible note commitment fees
(20)
-
Other Finance expenses
(27)
(7)
Finance costs
(4,872)
(7)
Net finance income/costs
(4,803)
151
Consolidated
2024
$'000
2023
$'000
Auditors of the Group -
KPMG Australia:
Audit and review of financial reports
114
86
Non-Audit fees
19
139
Total Auditor’s remuneration
133
225
7. Auditors’ Remuneration
Consolidated
Note
2024
$’000
2023
$’000
Notes to the Financial Statements
78
Tivan Annual Report 2024
Consolidated
2024
$’000
2023
$’000
A reconciliation between tax expense and pre-tax loss:
Accounting (loss) before income tax
(67,835)
(7,082)
At the domestic tax rate of 30% (2023: 25%)
(20,351)
(1,771)
Reconciling items
Other non-deductible expenses
1,325
(228)
Tax losses and temporary differences not brought to account
19,026
1,999
Income tax expense reported in the income statement
-
-
Unused tax losses carried forward
90,481
76,834
Potential tax benefit @ 30% (2023: 25%)
27,144
19,209
Tax losses offset against deferred tax liabilities
(871)
(13,247)
Unrecognised tax benefit
26,273
5,962
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.
Deferred income tax
8. Income Tax
Consolidated
Statement of financial position
2024
$’000
2023
$’000
Deferred income tax relates to the following:
Deferred Tax Liabilities
Borrowing Costs
(25)
95
Exploration and evaluation assets
1,161
14,240
Deferred Tax Assets
Non-current assets
4
(190)
Tax only assets
(147)
(746)
Trade and Other payables/Accruals
(122)
(152)
Brought forward tax losses offset against deferred tax liabilities
(871)
(13,247)
-
-
Notes to the Financial Statements
79
Tivan Annual Report 2024
9. Earnings Per Share
The calculation of basic earnings per share for the year ended 30 June 2024 was based on the loss attributable
to ordinary shareholders of $67.835 million (2023: loss $7.082 million) and a weighted average number of
ordinary shares on issue during the year ended 30 June 2024 of 1,591,520,581 (2023: 1,357,051,031).
Loss attributable to ordinary shareholders
2024
$’000
2023
$’000
(Loss) for the period
(67,835)
(7,082)
(Loss) attributable to ordinary shareholders
(67,835)
(7,082)
Weighted average number of ordinary shares
2024
Numbers
2023
Numbers
Weighted average number of ordinary shares at 30 June
1,591,520,581
1,357,051,031
Basic (loss) per share (cents)
(4.26)
(0.52)
Diluted (loss) per share (cents)
(4.26)
(0.52)
Effect of dilutive securities
Tivan’s potential ordinary shares as at 30 June 2024 include 30,000,000 Options granted to Executive Chairman
Mr Grant Wilson as per his employment contract (approved and issued in November 2023), 18,999,993 options
granted to eligible employees and Non- Executive Directors under the New Awards Plan (approved and issued in
November 2023), 17,354,824 options issued to Canaccord Genuity in the financial year ending June 2022 and
28,000,000 unlisted options issued as a part of the convertible note facility during the financial year ending 30
June 2024. It also includes 3,755,883 Convertible Notes as on 30 June 2024.
The options granted to eligible employees/Non-Executive Directors and the Executive Chairman on fixed terms
have been treated as per AASB 133 paragraph 48 and are included in the calculation of Diluted EPS. 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 133.The issue of Convertible notes to
raise capital are treated as per paragraph 49 of AASB 133 and included in the calculation of Diluted EPS.
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.
Notes to the Financial Statements
80
Tivan Annual Report 2024
11. Cash and Equivalents
Consolidated
2024
$’000
2023
$’000
Cash at bank
378
1,298
378
1,298
12. Trade and Other Receivables
Consolidated
2024
$’000
2023
$’000
Current
Other receivables
1
1
Short term security deposits¹
170
220
GST receivables
151
114
322
335
¹ Bank short term deposits $100,000 maturing in 90 days are paying interest at a weighted average interest rate of 4.67% (2023: 4%).
There is another term deposit of $6,600 against a leased storage warehouse in WA maturing in 1 year at a weighted average interest rate
of 5.2%. There are security deposits of $10,000 against the Company’s leased South Perth Office, $1,083 against a leased warehouse
in Alice Springs, $11,259 against the Company’s leased Darwin office and $2,085 for tenement management. Another $39,358 security
deposit against the Company’s prior Subiaco Office was awaiting refund as at 30 June 2024.
13. Right-of-use Asset
Consolidated
2024
$’000
2023
$’000
Cost
Balance at 1 July
209
102
Additions¹
127
324
Depreciation
(224)
(217)
Balance at 30 June
112
209
¹ Additions are due to new leases during the year relating to offices in South Perth (WA) and extension of existing leases for the office in
Darwin (NT) and storage warehouse in Alice Springs (NT).
Notes to the Financial Statements
81
Tivan Annual Report 2024
14. Exploration and Evaulation Expenditures
Consolidated
Notes
2024
$’000
2023
$’000
Cost
Balance at 1 July
79,018
57,753
Capitalised additions
5,464
5,831
Speewah Acquisition costs
-
20,010
Expenditure written off to profit and loss
(58,002)
(2,679)
Research and development rebate
-
(1,897)
Balance at 30 June
26,480
79,018
Exploration expenditure capitalised during the year
Drilling and exploration & acquisition
1,720
19,539
Feasibility and evaluation
3,744
3,623
Total exploration expenditure
5,464
23,162
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.
Exploration and evaluation assets shall be assessed for impairment when facts and circumstances suggest the
carrying amount of an exploration asset on the Company’s balance sheet may exceed its recoverable amount,
which may include: (a) the period for which the entity has the right to explore in the specific area has expired
during the period or will expire in the near future, and is not expected to be renewed; (b) substantive expenditure
on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor
planned; (c) exploration for and evaluation of mineral resources in the specific area have not led to the discovery
of commercially viable quantities of mineral resources; (d) sufficient data exists to indicate that, although a
development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation is
unlikely to be recovered in full from successful development or sale.
During the second half of FY24 significant progress was made in further evaluating the Company’s projects,
resulting in the Board reprioritising its strategic focus and resources on three key projects for FY25 and beyond
– Speewah Fluorite, Sandover and Speewah Vanadium – and resulting in deprioritisation and material change
for the other assets in the portfolio, including for the Mount Peake Project. After more than a year of assessment
and planning for the Company’s vanadium assets which concluded in June 2024, including receipt of positive
results for both the TIVAN+ and salt roast technology pathways using Speewah concentrate, the Board reviewed
its vanadium strategy and came to the conclusion that the Company’s best commercial opportunity in vanadium
was to focus its resources and progress only with a single vanadium resource, Speewah.
Mount Peake – Impairment
As a result of the strategic reprioritisation, in June 2024 Tivan surrendered the remaining Mount Peake Mineral
Lease (ML28341) and ancillary Exploration Licences (EL29578, EL30483, EL27069, E27941, EL31389, EL31896),
retaining only EL31850 (over the Mount Peake deposit). All of the Mining Leases and Access Authorities
underpinning the prior development strategy for Mount Peake have been surrendered. The prior development
pathway has been invalidated as a result; Tivan is focusing its resources on other projects, with no intent to
progress further work at Mount Peake.
Impairment triggers for the carrying value for the Mount Peake Project at 30 June 2024 have therefore been
identified:
•
Tivan is now progressing with a singular vanadium resource, Speewah, and deprioritising activity and
expenditure for Mount Peake; further exploration and evaluation work for Mount Peake is not planned.
•
The vanadium technology assessment and development program (whether TIVAN+ or salt roast) will now
only progress with Speewah given the positive testwork results achieved with Speewah concentrate; no
further testwork is now planned for Mount Peake concentrate.
•
The TIVAN Process, which underpinned the Mount Peake development strategy, has not been fully developed
and is not ready for commercialisation; given the recent success with the TIVAN+ development with CSIRO,
the TIVAN Process now won’t be further pursued in its own right with the Company’s resources in the
vanadium sector focused on alternative technology pathways only.
Notes to the Financial Statements
82
Tivan Annual Report 2024
•
All tenure supporting the former development strategy at Mount Peake (Mining Leases and Access
Authorities) has been surrendered; supporting Exploration Licences have also been surrendered (excluding
EL31850). Further exploration and evaluation work for Mount Peake is not planned.
•
Third party commercial interest in Mount Peake and the TIVAN Process has not been realised.
•
An updated development strategy for Mount Peake is now not justifiable.
The Board has carefully considered the Mount Peake carrying value in view of the change in circumstances
detailed above and the recent change in strategy for Mount Peake, forming the view that it is now appropriate to
record a non-cash impairment of the full carrying value of the Mount Peake as the expenditure for Mount Peake is
no longer deemed recoverable. A full non-cash impairment of expenditure of $57,348,341 has been recognised at
30 June 2024.
Other projects – Impairment
Impairment triggers for the carrying value of other projects have been identified:
•
Moonlight Project: comprised two Exploration Licences (EL32433 and EL32434) in the Northern Territory,
which were both surrendered during the financial year, owing to limited prospectivity, lack of third party
interest in the tenements and holding costs. As a result, the carrying value of expenditure for Moonlight is no
longer deemed recoverable and a full non-cash impairment of expenditure of $217,237 has been recognised
at 30 June 2024.
•
Kulgera Project: comprises a single Exploration Licences (EL32370) in the Northern Territory. Tivan
relinquished EL32269 (part of the project) in July 2024 owing to limited prospectivity, and is progressing a
reduction of size in EL32730. As a result, the carrying value of expenditure for Moonlight is no longer deemed
recoverable and a full non-cash impairment of expenditure of $290,819 has been recognised at 30 June
2024.
•
Cawse Extended: the Company has a 20% free-carried interest in the Cawse Extended Project, a joint
venture holding ground for nickel-cobalt exploration in WA. The project has limited prospectivity, and
commercial interest in the Company’s interest has not been realised. As a result, the carrying value of
expenditure for Cawse Extended is no longer deemed recoverable and a full non-cash impairment of
expenditure of $142,475 has been recognised at 30 June 2024.
•
Kintore East: The carrying value of expenditure for Cawse Extended is no longer deemed recoverable and a
full non-cash impairment of expenditure of $1,178 has been recognised at 30 June 2024.
15. Trade and Other Payables
Consolidated
2024
$’000
2023
$’000
Current
Trade payables
508
295
Accruals
1,611
1,166
Other payables
494
59
Clearing account
58
-
2,671
1,520
Trade payables are normally settled on a 30-day basis.
Notes to the Financial Statements
14. Exploration and Evaulation Expenditures (continued)
83
Tivan Annual Report 2024
16. Provisions
Consolidated
2024
$’000
2023
$’000
Employee provisions
Current
Annual Leave
264
236
264
236
Provisions
Non-Current
Long-service leave
48
47
Other provisions
79
-
127
47
Balance at 1 July
283
483
Net provisions recognised/(used) during the year
29
(200)
Balance at 30 June
312
283
17. Lease Liabilities
Consolidated
2024
$’000
2023
$’000
Balance as at 1 July
212
111
Additions
127
324
Interest expense
8
7
Lease repayments
(221)
(230)
Balance at 30 June
126
212
Current liability
126
192
Non-current liability
-
20
126
212
18. Convertible Notes
2024
$’000
2023
$’000
Convertible notes – Tranche 1
2,800
-
Convertible notes – Tranche 2
552
-
Redemption of Convertible notes
(802)
-
Convertible notes fair value movements
893
-
Balance at 30 June 2024
3,443
-
Notes to the Financial Statements
84
Tivan Annual Report 2024
Item
Tranche 1
Tranche 2
Number of Notes
3,300,000
650,000
Grant Date
22 March 2024
25 June 2024
Purchase Price
$2,800,000
$551,515
Face Value
$3,300,000 (each Note has a face value of $1)
$650,000 (each Note has a face value of $1)
Nominal Floor
Price
$0.01
$0.01
Fixed Conversion
Price
$0.10 at Grant Date
$0.10 at Grant Date
Monthly
Redemption
Amount
(Repayment of
Face Value)
Monthly repayments on the Face Value of the Notes will be paid as the lesser of:
• 1/17th of the aggregate Face Value of all Notes issued to the Investor at the relevant purchase; and
• The amount outstanding in respect of those Notes
The obligation to pay the Monthly Redemption Amount can be satisfied either through the payment
of cash or issue of shares at the issuer’s election.
Redemption Issue
Price
The lesser of:
• The amount that is the greater of:
1) 93% of the average of three daily volume weighted average prices (‘VWAP’) selected by the
Investor from among the daily VWAPs during the 20 actual trading days prior to the relevant
repayment date;
2) The Nominal Floor Price; and
• The amount that is the greater of:
(a) The Fixed Conversion Price; and
(b) The Nominal Floor Price
Investor
Conversion
Investor Conversion The Investor may in its discretion elect to convert one or more Notes on issue
at the Fixed Conversion Price of $0.10 per Share
Term
18 Months from the Purchase Date
Maturity Date
5 October 2025
25 December 2025
Commitment Fee
payment (3% of
Face Value)
$99,000 –
paid via issue of 1,677,966 Shares
$19,500 –
paid in cash
Acceleration
The Investor may elect for the Issuer to redeem the Notes at their face value by the issue of
shares, with each acceleration redemption capped at the lesser of $750,000 or the amount
outstanding, and the aggregated accelerated redemptions cannot exceed $1.50 million.
Early Redemption
The Investor may at any time where the Issuer raises funds from any source in excess of an
aggregate of $$5.00 million require the issuer to apply up to 20% of the proceeds from the funds
raised that exceed $5.00 million to the redemption of the outstanding Notes
Maximum Share
Number
The aggregate maximum number of shares that the Company may issue in connection with the
Notes is 190,000,000
As required under the Convertible Securities and Share Placement Agreement, 20 million Placement Shares were
also issued at the time of the issue of the Notes under Tranche 1.
Notes to the Financial Statements
In March 2024, the Company announced a strategic capital raising including a convertible note facility by way of
a Convertible Securities and Share Placement Agreement with SBC Global Investment Fund (“Investor”), a fund
of L1 Capital Global Opportunities Master Fund, to provide total funding of up to $11.2 million by way of issue of
convertible notes (“Notes”) with a total face value of up to $13.2 million.
The Investor provided initial funding of $2.8 million through the issue of 3.3 million Notes with a face value of
$3.3 million (“Tranche 1”) with the Notes issue completed in April 2024. Funding beyond Tranche 1 is subject to
mutual agreement between the Company and the Investor. In June 2024 following mutual agreement between
the Company and the Investor, the Investor provided additional funding of $551,515 through the issue of 650,000
Notes with a face value of $0.65 million (“Tranche 2”) with the Notes issue completed in July 2024.
Terms and conditions of the Notes are summarised below, based on the Convertible Securities and Share
Placement Agreement between Tivan and SBC Global Investment Fund:
18. Convertible Notes (continued)
85
Tivan Annual Report 2024
As set out in the Convertible Securities and Share Placement Agreement, on or before the issue of the Notes
under Tranche 1, the Company was required to issue to the Investor 28 million unlisted options each with an
exercise price of $0.10 and expiring on 31 December 2027 (“Options”). The Options were issued on 9 April 2024.
Terms of the Options are summarised below:
Item
Options
Number of Options
28,000,000
Exercise price
$0.10
Valuation date
22 March 24
Expiry date
31 Dec 27
Remaining life (years)
3.78
Determination of fair value
The convertible note liability is measured at fair value through profit or loss for each tranche of funding agreed
with the investor.
At inception, the fair value of the convertible note liability (instrument) is measured as the value of the cash
funding received. The liability represents the convertible note face value repayments and embedded optionality
in settlement through a variable number of shares or variable amount of cash dependent on the conversion
scenario (embedded derivatives) each month.
The fair value of the convertible note liability is based on valuation techniques that employ the use of both
observable inputs, including share prices, volatility and the risk-free rate, along with unobservable inputs which
include the implied interest rate in the convertible note funding provided by the investor.
In determining the appropriate valuation methodology to value the Notes, the following have been considered:
•
The terms and conditions of the Notes, having specific consideration for the monthly redemption mechanism
of the Notes and the treatment of the Placement Shares; and
•
The substance of the Notes, having consideration for the actions that the Investor and the Company are likely
to undertake over the life of Notes, based on rational investor behaviour.
As a result of the Investor Conversion feature that allows the Investor to convert the Face Value of the Notes into
shares in the Company at the Fixed Conversion Price, as well as the monthly redemption feature that allows the
Company to redeem the Face Value of the Notes into shares at the Redemption Issue Price, it is considered that
the Notes have multiple embedded derivatives and therefore the convertible notes are recognised at fair value
through profit or loss.
The embedded derivatives relate to the value of the economic benefit that the Investor may receive as a result of
the issue of shares (either from redemption or conversion), such that the investment made by the Investor is less
than what would be required to purchase the equivalent number of shares issued.
The fair value of the Notes is calculated using a Monte Carlo simulation model that considers the various features
of the Notes including the monthly redemption mechanism relating to the repayment of the Face Value of the
Notes, as well as the treatment of the Placement Shares. The valuation model is calculated using unobservable
Level 3 Fair Value inputs.
Subsequent movements in the fair value of the liability comprise of repayments in either cash or shares issued,
along with costs of financing as a result of remeasurement.
Associated financing costs and fees for each tranche of funding are expensed as incurred as the convertible
notes are measured at fair value.
Key assumptions in the determination of fair value
•
It has been assumed forecast share prices are equivalent to daily VWAP. The fair value model assumes the
Investor will select the three lowest VWAPs from the share price simulation, in order to maximise the number
of shares to be redeemed.
•
It has been assumed at each monthly redemption date that the Monthly Redemption Amount will be paid in
shares as opposed to cash. This is on the basis that the Company will seek to preserve cash reserves for
ongoing operations.
•
The fair value model allows for the Placement Shares to be repaid either by offsetting the obligation to repay
the Placement Shares by the Investor’s entitlement to monthly redemption shares, or by a final payment of
cash made by the Investor at the Maturity Date. The cash payment is calculated based on the number of
Placement Shares outstanding multiplied by the Redemption Issue Price at the Maturity Date.
Notes to the Financial Statements
86
Tivan Annual Report 2024
Item
Balance Date Valuation – Tranche 1
Balance Date Valuation – Tranche 2
Face Value of the Notes ($’000)
2,712
650
Underlying share price
$0.073
$0.073
Valuation date
30-Jun-24
30-Jun-24
Maturity date
05-Oct-25
25-Dec-25
Maximum Life of the Notes (years)
1.27
1.49
Volatility
70%
70%
Risk Free Rate
4.145%
4.145%
Total fair value of the Notes ($’000)
2,894
549
Options
Item
Balance Date Valuation
Underlying security spot price
$0.059
Exercise price
$0.100
Valuation date
22-Mar-24
Expiry date
31-Dec-27
Remaining life (years)
3.78
Volatility
70%
Risk Free Rate
3.663%
Dividend yield
Nil
Number of Options
28,000,000
Valuation per Option
$0.024
Total fair value of Options ($’000)
672
The value of the options has been recorded as a finance cost with a corresponding entry in equity when issued.
Convertible notes fair value movements
Liability ($'000)
At 30 June 2023
0
Convertible Note Funding Tranche 1
2,800
Equity Paydown – Redemption 1
(238)
Convertible Note Funding Tranche 2
552
Equity Paydown – Redemption 2 & Equity paydown – Acceleration
(564)
Convertible Notes Finance Costs (Refer to Note 6)
893
At 30 June 2024
3,443
Notes
Notes to the Financial Statements
Valuation Conclusion
18. Convertible Notes (continued)
87
Tivan Annual Report 2024
19. Deferred Consideration
2024 $'000
2023 $'000
Deferred consideration payable
3,858
7,500
Deferred consideration derivative
3,303
-
Tivan announced in February 2023 that it had signed a binding term sheet with KRR to acquire 100% of the
issued capital of Speewah Mining Pty Ltd (“SMPL”), the owner of the Speewah Project, for total consideration of
$20 million. The consideration comprised $10 million in Tivan shares (100 million shares at a deemed issue price
of $0.10 per share) (“Consideration Shares”) and $10 million in staged cash payments.
On 12 February 2024, the Company announced it had reached agreement with King River Resources Limited
(“KRR”) to restructure the terms of Tivan’s final $5 million payment for the acquisition of the Speewah Project.
At that date, Tivan had made cash payments totalling $5 million (in April and July 2023) and issued the
Consideration Shares.
Deferral of the final payment to 17 February 2025 resulted in recognition of a finance income (benefit) to the group
of $0.3 million.
The remaining amount of deferred consideration payable to KRR at 30 June 2024 was $4 million (owing to a
further $1 million payment made to KRR in March 2024). The $3.9 million payable at 30 June 2024 represents
the present value of the $4 million final payment owing to KRR measured at amortised cost. The unwinding of
the discount on the deferred consideration payable of $0.1 million is recognised as a finance cost in the income
statement.
As part of the restructure, Tivan agreed that if the value of the Consideration Shares on 17 February 2025 (“Share
Price Test Date”) is less than $10 million, calculated on the basis of Tivan’s preceding 30-day VWAP, then the
Company shall issue to KRR such additional number of Tivan shares at that VWAP, which when combined with
the existing 100 million Consideration Shares is valued at a total of $10 million. If Tivan’s VWAP at 17 February
2025 equals $0.10 or more, no additional Consideration Shares will be issued to KRR.
This results in a derivative arising in relation to the Consideration Shares (“deferred consideration derivative”). The
restructure was based on a Deed of Variation dated 11 February 2024, which is determined to be the grant date
for the deferred consideration derivative.
The initial consideration structure comprised the issue of 100 million Consideration Shares at a deemed issue
price of $0.10 per share. The deferred consideration derivative has been valued using a bespoke Monte Carlo
simulation model constructed to consider the various forecast outcomes for which Tivan will issue additional
Consideration Shares to KRR.
Deferred Consideration Derivative
Item
Balance Date Valuation
Underlying security spot price
$ 0.07
Valuation date
30-Jun-24
Expiry date
17-Feb-25
Remaining life (years)
0.64
Volatility
70%
Risk-free rate
4.15%
Dividend yield
Nil
Total fair value of deferred consideration derivative ($’000)
3,303
Tivan has since made a further cash payment of $1.6 million post 30 June 2024 (July 2024) to KRR, reducing the
balance owing to $2.4 million (due before 17 February 2025).
Notes to the Financial Statements
88
Tivan Annual Report 2024
20. Issued Capital and Reserves
Consolidated
2024
$’000
2023
$’000
Issued and paid-up share capital
144,070
135,130
2024
2023
(a) Movements in shares on issue
Number
$’000
Number
$’000
Balance at the beginning of year
1,488,418,222
135,130
1,388,418,222
126,176
Share placement
131,418,450
9,005
100,000,000
8,800
Share issue costs**
-
(446)
-
(20)
Options Exercised
22,638
7
-
-
Proceeds from sale of loan funded shares
-
37
-
174
Convertible Note Agreement placement
20,000,000
-
-
-
Convertible Note Committment Fee
1,677,966
99
-
-
Redemption of Convertible Notes
with shares
4,411,750
238
-
-
Balance at the end of year
1,645,949,026*
144,070
1,488,418,222*
135,130
*Note: 5.5 million shares are held in trust at balance date (loan funded shares)
**Total cash outflows relating to the share issue costs during the year were $423,000 (2023: $20,000)
During the year, the Company completed the following capital raisings and related security issues:
•
$6 million equity capital raising by way of a $5 million share placement to institutional and high net worth
investors (completed July 2023) and a non-underwritten share purchase plan to existing shareholders which
raised $1 million (completed August 2023). Shares were issued at a price of $0.072 per share under the
placement and share purchase plan.
•
$2 million share placement to institutional investors (completed December 2023). Shares were issued at
a price of $0.071 per share under the placement. Free-attaching options were also issued to placement
participants on the basis of one option for every two placement shares issued. The placement options were
issued at a nil issue price, and have an exercise price of $0.30 each and expire on 30 June 2026.
•
The Company undertook a pro-rata non-renounceable entitlement offer of bonus options to eligible
shareholders on the basis of one bonus option for every 25 shares held (completed December 2023). The
bonus options were issued at a nil issue price, with an exercise price of $0.30 each and expire on 30 June
2026. The bonus options and placement options were issued on the same terms – these options were
together quoted on ASX as a single class of options in December 2023 under the ASX code TVNO.
•
22,638 listed TVNO options were exercised, and 22,638 shares issued, for an amount of $6,791 ($0.30 per
option exercised) in February 2024.
•
In prior years under previous management, the Company issued loan funded shares to eligible employees
and non-executive directors in the financial year ending 30 June 2015. These shares were forfeited by the
holders following their departure from the Company and non-payment of associated loans. The Company still
had 6 million shares held in trust at the beginning of the financial year. During the financial year, the Company
sold 500,000 loan funded shares by way of an off-market transfer to a third party at a price of $0.073 per
share for proceeds of $36,500. The Company held a balance of 5.5m loan funded shares at 30 June 2024.
•
$0.975 million share placement to institutional and high net worth investors (completed March 2024). Shares
were issued at $0.05 per share under the placement.
•
$2.8 million raising by way of issue of 3,300,000 convertible notes ($3.3 million face value) to SBC Global
Investment Fund (“Tranche 1”) under a Convertible Note Agreement (completed April 2024). Funding of
up to $11.2 million with a total face value of up to $13.2 million (including Tranche 1) is available under the
Convertible Note Agreement, with subsequent tranches being subject to mutual agreement between the
Company and SBC Global Investment Fund.
Notes to the Financial Statements
89
Tivan Annual Report 2024
•
Under the Convertible Note Agreement, the following securities were also issued to SBC Global Investment
Fund at the time of issue of Tranche 1: 28,000,000 unquoted options exercisable at $0.10 and expiring 31
December 2027, 20,000,000 placement shares and 1,677,966 shares (representing a commitment fee for the
First Tranche equivalent to 3% of the face value of Tranche 1 ($99k) paid via the issue of shares)
•
Issue of 4,411,750 shares to SBC Global Investment Fund (in June 2024) as a first monthly repayment and
redemption of the Tranche 1 convertible notes under the Convertible Note Agreement amounting to a
redemption of $194,117.
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 26 for details of employee share-based payments.
In April 2024 as noted above, the Company issued 28,000,000 unquoted options exercisable at $0.10 and
expiring 31 December 2027 to SBC Global Investment Fund under the Convertible Note Agreement. 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:
Consolidated
Reserves
2024
$’000
2023
$’000
Transaction Reserve¹
2,146
2,146
Option Unvested Reserve (refer to Note 18)
(672)
-
Convertible Note shares to be issued
(564)
-
Total Reserves
910
2,146
Transaction Reserve is used to record the fair value of shares accounted for during the in-specie distribution.
¹ 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.
21. 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.
Consolidated
2024
$’000
2023
$’000
Exploration commitments payable not provided for in the financial report:
Within one year
525
627
Notes to the Financial Statements
90
Tivan Annual Report 2024
The Group has various security deposits totalling $268k, representing bank guarantees/security deposits
pursuant to the Company’s office rentals amounting to $68k, a bank guarantee of $100k with the Central Land
Council (NT), and $98k 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
2024.
Notes to the Financial Statements
22. 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.
Consolidated
(a) Guarantees – Parent
2024
$’000
2023
$’000
A guarantee has been provided to support unconditional office
lease performance bonds
68
118
68
118
Consolidated
(b) Guarantees – Subsidiary
2024
$’000
2023
$’000
A guarantee has been provided to support unconditional environmental
performance bonds
200
200
200
200
91
Tivan Annual Report 2024
23. 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 2024 is set out as follows:
Consolidated
2024
$’000
2023
$’000
Other Income
12
-
Sale of tenements
-
75
Total Income
12
75
Corporate and administration expenses
(4,297)
(2,806)
Employment expenses
(1,039)
(1,530)
Exploration Expenditure written off
(58,002)
(2,679)
Depreciation and amortisation expenses
(255)
(258)
Loss from continuing operations
(63,593)
(7,198)
Finance income
-
157
Finance costs
(4,801)
(6)
Net finance income
(4,801)
151
Loss before tax
(68,382)
(7,047)
Income tax expense
-
-
Loss for the year
(68,382)
(7,047)
Items that will not be reclassified to profit or loss
Equity investments at FVOCI-net change in fair value
-
(104)
Other comprehensive loss for the income (loss) for the year
-
(104)
Total comprehensive loss for the year
(68,382)
(7,151)
Statement of comprehensive income and retained earnings
Profit /(loss) before income tax
(68,382)
(7,047)
Notes to the Financial Statements
92
Tivan Annual Report 2024
Consolidated
Statement of Financial Position
2024
$’000
2023
$’000
Cash assets
359
1,233
Trade and other receivables
271
327
Prepayments
60
374
Total current assets
690
1,934
Other receivables
98
98
Plant and equipment
199
182
Loan and borrowings from related parties
23,523
18,933
Right-of-use-asset
76
162
Exploration and evaluation expenditure
-
57,981
Total non-current assets
23,896
77,356
Total assets
24,586
79,290
Trade payables
284
7,976
Other payables
544
-
Convertible notes
3,443
-
Deferred consideration payable
3,858
-
Deferred consideration derivative
3,303
-
Provision
264
236
Lease liabilities
77
103
Other
25
-
Total current liabilities
11,798
8,315
Lease liabilities
-
61
Provisions
127
47
Total non-current liabilities
127
108
Total liabilities
11,925
8,423
Net assets
12,661
70,867
Issued capital
144,070
135,130
Reserves
(910)
(2,146)
Retained earnings
(130,499)
(62,117)
Total equity
12,661
70,867
23. Deed of Cross Guarantee (continued)
Notes to the Financial Statements
93
Tivan Annual Report 2024
2024
2023
Subsidiaries
Country of
Incorporation
% of
Ownership
% of
Ownership
Connaught Mining NL
Australia
100
100
Enigma Mining Limited
Australia
100
100
Tennant Creek Gold (NT) Pty Ltd
Australia
100
100
Sandover Minerals Pty Ltd
Australia
100
100
TNG Energy Pty Ltd¹
Australia
100
100
TNG Gold Pty Ltd
Australia
100
100
TIVAN Technology Pty Ltd
Australia
100
100
Speewah Mining Pty Ltd
Australia
100
100
¹ Direct subsidiary of Enigma Mining Limited
24. Consolidated Entities
25. Notes to the Statements of Cash Flows
Consolidated
Reconciliation of cash flows from operating activities
2024
$’000
2023
$’000
Net profit/(loss) for the period
(67,835)
(7,082)
Add/(less) non-cash items:
Depreciation and amortisation
299
263
Interest expense
8
7
Share based expense
(432)
(692)
Loss on disposal of software
-
19
Gain on sale of Tenement
-
(75)
Exploration and evaluation expenditure written off
58,002
2,679
Finance costs (non-cash) for convertible notes
1,714
-
Deferred consideration (non-cash) costs
3,161
-
Loss on currency exchange
(12)
-
Other Expenses
(56)
-
(5,151)
(4,881)
Change in assets and liabilities:
Decrease/(increase) in prepayments
317
324
Decrease/(increase) in current receivables and prepayments
(37)
(232)
Increase/(decrease) in other payables
435
-
Increase/(decrease) in clearing account
58
-
Increase/(decrease) in provisions
29
-
Increase/(decrease) in other liabilities
25
-
Net cash used in operating activities
(4,324)
(4,789)
Consolidated
Reconciliation of lease liabilities arising from financing activities
2024
$’000
2023
$’000
Lease liability at 1 July
(212)
(111)
Additions
(127)
(324)
Interest expense
(8)
(7)
Lease liability at 30 June
126
212
Net cash used in financing activities
(221)
(230)
Notes to the Financial Statements
94
Tivan Annual Report 2024
26. Employee Benefits
Defined contribution superannuation funds
The Group made contributions to employee’s nominated superannuation funds. The amount recognised as an
expense was $120,397 for the financial year ended 30 June 2024 (2023: $137,722).
Share-based payments
This is a non-cash expense recognised based on the value of options and performance rights / NED rights over
ordinary shares.
Total share-based expenses for the financial year ended 30 June 2024 were ($431,137) (2023: ($692,178)).
The negative figure for the year ended 30 June 2024 is due to the forfeiture and expiry of Performance Rights of
employees and NED rights and reversal of expenses incurred in previous years.
As at 30 June 2024, the Company had one Awards Plan in place.
Issue of Options to 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. The proposed terms of these options were:
•
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
The Board (in the absence of Mr Wilson) determined to amend the proposed terms of these options (which
had not been issued) to align with the exercise price and expiry date terms of offers of options made to senior
management, Non-Executive Directors and other eligible employees in September 2023, ensuring consistency
of awards made to Tivan’s team. The updated terms of options are:
•
10 million options with an expiry date of 30 June 2026 and exercise price of $0.30 per option
•
10 million options with an expiry date of 30 June 2027 and exercise price of $0.40 per option
•
10 million options with an expiry date of 30 June 2028 and exercise price of $0.50 per option
Shareholder approval for the issue of options to Mr Wilson was sought and received at the Company’s AGM in
November 2023. The options were subsequently issued in November 2023.
The fair value of these 30 million options has been measured using the Black Scholes option pricing model and
were valued at June 2023 for an amount of $300,000 for which the amount had been expensed as a non-cash
item at 30 June 2023. Upon obtaining shareholder approval at the Company’s 2023 AGM in November 2023,
the options were revalued for an amount of $390,000. A true-up expense of $90,000 has been expensed in the
current year.
The inputs used in the measurement of the fair values at grant date of the options were as follows:
Options
Tranche A
Tranche B
Tranche C
Valuation Date
17 Nov 23
17 Nov 23
17 Nov 23
Underlying security spot price
$ 0.071
$ 0.071
$ 0.071
Exercise price
$ 0.300
$ 0.400
$ 0.500
Expiry date
30 June 26
30 June 27
30 June 28
Remaining Life of the Options (years)
2.62
3.62
4.62
Volatility
75%
75%
75%
Risk-free rate
4.086%
4.086%
4.140%
Dividend yield
-
-
-
Number of Options
10,000,000
10,000,000
10,000,000
Valuation per Option
$0.010
$0.013
$0.016
Valuation per Tranche
$100,000
$130,000
$160,000
Issue of Options under Awards Plan
In September 2023, the Board advised that under a New Awards Plan adopted by the Board, the Company had
made initial offer of approximately 19 million options to senior management, Non-Executive Directors and other
eligible employees. The Company sought and was granted shareholder approval for the issue of options to Non-
Executive Directors at the 2023 Annual General Meeting in November 2023. The option issue was subsequently
undertaken in November 2023.
Notes to the Financial Statements
95
Tivan Annual Report 2024
The options are structured in three classes, with the offers of options split evenly across each class (ie, a total of
6.33 million options in each class):
•
Options with an exercise price of $0.30 each, vesting on 31 December 2025 and expiring on 30 June 2026;
•
Options with an exercise price of $0.40 each, vesting on 31 December 2026 and expiring on 30 June 2027;
and
•
Options with an exercise price of $0.50 each, vesting on 31 December 2027 and expiring on 30 June 2028.
Option vesting is conditional on the recipient remaining in the employment of the Company at the vesting date.
The fair value of these options has been measured using the Black Scholes option pricing model at the grant
date. The inputs used in the measurement of the fair values of the options are as follows:
Options
Tranche A
Tranche B
Tranche C
Valuation Date
17 Nov 23
17 Nov 23
17 Nov 23
Underlying security spot price
$ 0.071
$ 0.071
$ 0.071
Exercise price
$ 0.300
$ 0.400
$ 0.500
Expiry date
30 June 26
30 June 27
30 June 28
Remaining Life of the Options (years)
2.62
3.62
4.62
Volatility
75%
75%
75%
Risk-free rate
4.086%
4.086%
4.140%
Dividend yield
-
-
-
Number of Options
6,333,331
6,333,331
6,333,331
Valuation per Option
$0.010
$0.013
$0.016
Valuation per Tranche
$63,333
$82,333
$101,333
Forfeit / expiry of performance rights and NED rights
During the reporting period, all of the remaining performance rights and NED rights on issue that were issued in
prior years by the former TNG Board under prior incentive plans expired:
•
1.5 million performance rights (held by KMP) and 1.4 million NED rights (held by KMP) were forfeited upon the
vesting conditions not being fulfilled and the holders’ employment with the Company ending, consistent with
the terms of the rights; and
•
6.05 million performance rights (including 2 million held by KMP) expired upon the vesting conditions of these
rights not being satisfied by the vesting date of 17 December 2023.
The performance rights and NED rights with conditions relating specifically to Mount Peake were considered
on balance at 30 June 2023 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 was reversed in FY23. The
remaining share based expense for these performance rights and NED rights (Classes B, F) was reversed in the
year ended 30 June 2024.
(a) Summary and movement of incentive securities on issue
Options
2024
Number of
Options
Weighted
average
exercise price
2023
Number of
Options
Weighted
average
exercise price
Outstanding balance at the beginning of the year
Granted subject to shareholder approval
30,000,000
0.40
15,000,000
0.24
Granted
18,999,993
0.40
30,000,000
0.40
Vested
-
-
-
-
Lapsed
-
-
-
-
Forfeited
-
-
15,000,000
0.24
Outstanding balance at the end of the year
48,999,993
0.40
30,000,000
0.40
Vested and exercisable at the end of the year
-
-
-
-
Notes to the Financial Statements
96
Tivan Annual Report 2024
Performance Rights
2024
Number of
Rights
Weighted
average
exercise price
2023
Number of
Rights
Weighted
average
exercise price
Outstanding balance at the beginning of the year
7,550,000
0.09
30,350,000
0.09
Granted
-
-
-
-
Vested
-
-
-
-
Lapsed
6,050,000
0.09
-
-
Forfeited
1,500,000
0.09
22,800,000
0.09
Outstanding balance at the end of the year
-
-
7,550,000
0.09
Vested and exercisable at the end of the year
-
-
-
-
NED Rights
2024
Number of
Rights
Weighted
average
exercise price
2023
Number of
Rights
Weighted
average
exercise price
Outstanding balance at the beginning of the year
1,400,000
0.09
4,200,000
0.09
Granted
-
-
-
-
Vested
-
-
-
-
Lapsed
-
-
-
-
Forfeited
1,400,000
0.09
2,800,000
0.09
Outstanding balance at the end of the year
-
-
1,400,000
0.09
Vested and exercisable at the end of the year
-
-
-
-
27. Related Parties
(a) Compensation of key management personnel
Key management personnel compensation comprised the following:
Consolidated
Compensation by category
2024
$’000
2023
$’000
Key Management Personnel
Short-term
977
1,164
Post-employment
53
38
Share Based Expense (Non-Cash)
49
(807)
Termination Payment
17
656
1,096
1,051
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.
There was no payments made to any related party during the year ending 30 June 2024.
Notes to the Financial Statements
26. Employee Benefits (continued)
97
Tivan Annual Report 2024
28. Parent Entity Information
As at, and throughout, the financial year ending 30 June 2024 the parent entity of the Group was Tivan Limited.
2024
$’000
2023
$’000
Current assets
572
1,766
Non-current assets
23,797
61,669
Total assets
24,369
63,435
Current liabilities
11,787
8,290
Non-current liabilities
127
108
Total liabilities
11,914
8,398
Issued capital
144,070
135,130
Reserves
910
13,334
Accumulated losses
(130,704)
(93,427)
Total shareholders’ equity
12,455
55,037
Loss for the year
(37,277)
(23,641)
Total comprehensive loss for the year
(37,277)
(23,745)
Tax consolidation
Tivan and its 100% owned Australian subsidiaries formed a tax consolidated group with effect from 1 July 2003.
Tivan 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
2024
$’000
2023
$’000
Guarantees
A guarantee has been provided to support unconditional
Office lease performance bonds
68
118
Total estimated contingent liabilities
68
118
Notes to the Financial Statements
98
Tivan Annual Report 2024
29. Events Subsequent to Balance Date
The following events occurred subsequent to the financial year ended 30 June 2024:
•
On 3 July 2024, the Company announced that it had received firm commitments from Australian and
international institutional and sophisticated investors to raise $4.5 million via a Share placement at an issue
price of $0.065 per Share, alongside an offer to placement participants of free-attaching options with an
exercise price of $0.12 each and expiring on 30 June 2027 on the basis of one (1) option for every two (2)
Shares the subject of confirmed commitments under the placement. The placement completed on 8 July
2024, with options issued on 10 July 2024.
•
On 5 July 2024, the Company announced further high-grade lead surface mineralisation from surface rock
sampling assays, updated drill planning and progression of approvals, and the grant of new Exploration
Licences for the Sandover Project.
•
On 8 July 2024, the Company announced it had made a payment of $1.6 million to KRR in relation to the
Speewah Project acquisition, reducing the balance owing to $2.4 million (due before 17 February 2025).
•
On 29 July 2024, the Board advised it had completed a review of compensation arrangements for Tivan
including both remuneration and incentive mechanisms, resolving to: update the Company’s Awards Plan
approved by the Company’s shareholders in November 2023 to include offers of performance rights;
increase Executive Chairman Mr Grant Wilson’s base salary from $325,000 per annum to $350,000 per
annum (exclusive of superannuation) with effect from 1 July 2024; and subject to shareholder approval offer to
Mr Wilson as part of his incentive arrangements 5 million performance rights under the Updated Awards Plan.
•
On 30 July 2024, the Company announced the results of the PFS for the Speewah Fluorite Project,
confirming the technical and economic robustness of the project on the basis of the PFS assumptions, and
resulting in the Tivan Board endorsing further progression of the project into the next stage of development
planning.
•
On 2 August 2024, the Company announced key new hires in Darwin – Dr Ellin Lede as Head of Northern
Australia, and Mr Michael Fuss as Senior Geologist.
•
On 8 August 2024, the Company announced an update on long-term compensation arrangements
for Tivan’s team including Non-Executive Directors, and that the Company had made offers under the
Company’s Updated Awards Plan to employees totalling 17 million performance rights and Non-Executive
Directors totalling 9 million performance rights (subject to shareholder approval).
•
On 15 August 2024, the Company announced it was undertaking a pro-rata non-renounceable entitlement
offer to eligible shareholders of new shares with free-attaching options to raise up to $7.5 million, on the basis
of 1 new share offered for every 11.5 shares held on the record date at an issue price of $0.05 per Share.
•
On 28 August 2024, the Company announced the appointment of Mr Nicholas Ong as Company Secretary,
replacing Mr Tony Bevan.
•
On 5 September 2024, the Company announced for the pro-rata non-renounceable entitlement offer
(announced 15 August 2024) it had received acceptance of entitlements under including oversubscriptions
totalling 30,465,113 new shares (with 15,232,625 free attaching unlisted options), raising approximately
$1.523 million. The Company advised the shortfall under the Entitlement Offer is 119,751,956 shares (plus free
attaching unlisted options), to be dealt with in the sole discretion of the Directors under a separate offer under
the Entitlement Offer prospectus.
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.
Notes to the Financial Statements
99
Tivan Annual Report 2024
Basis of preparation
Determination of tax residency
Section 295 (3A) of the Corporations Acts 2001 requires that the tax residency of each entity which is included
in the Consolidated Entity Disclosure Statement (CEDS) be disclosed. In the context of an entity which was an
Australian resident, “Australian resident” has the meaning provided in the Income Tax Assessment Act 1997. The
determination of tax residency involves judgement as the determination of tax residency is highly fact dependent
and there are currently several different interpretations that could be adopted, and which could give rise to a
different conclusion on residency.
In determining tax residency, the consolidated entity has applied the following interpretations:
•
Australian tax residency
The consolidated entity has applied current legislation and judicial precedent, including having regard to the
Commissioner of Taxation’s public guidance in Tax Ruling TR 2018/5
Consolidated
Entity
Disclosure
Statement
As at 30 June 2024
Entity Name
Body
corporate,
partnership
or trust
Place
Incorporated/
formed
%of share
capital held
directly by the
company in the
body corporate
Australian
or foreign
tax resident
Jurisdiction
for foreign
tax resident
Tivan Limited
Body Corporate
Australia
N/A
Australian
N/A
Cannaught Mining NL
Body Corporate
Australia
100%
Australian
N/A
Enigma Mining Limited
Body Corporate
Australia
100%
Australian
N/A
Tenant Creek Gold (NT) Pty Ltd
Body Corporate
Australia
100%
Australian
N/A
Sandover Minerals Pty Ltd
Body Corporate
Australia
100%
Australian
N/A
TNG Energy Pty Ltd
Body Corporate
Australia
100%
Australian
N/A
TNG Gold Pty Ltd
Body Corporate
Australia
100%
Australian
N/A
Tivan Technology Pty Ltd
Body Corporate
Australia
100%
Australian
N/A
Speewah Mining Pty Ltd
Body Corporate
Australia
100%
Australian
N/A
99
Tivan Annual Report 2024
100
Tivan Annual Report 2024
In the opinion of the Directors of Tivan Limited (the “Company”):
1
The consolidated financial statements and notes, that are set out on pages 56 to 98, and the Remuneration
Report in pages 40 to 52 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 2024 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
The consolidated entity disclosure statement as at 30 June 2024 set out in page 99 is true and correct.
3 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.
4 There are reasonable grounds to believe that the Company and the group entities identified in note 24 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 2024.
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:
Directors’
Declaration
Grant Wilson
Executive Chairman
30 September 2024
Tivan Annual Report 2024
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.
Independent Auditor’s Report
To the shareholders of Tivan Limited
Report on the audit of the Financial Report
Opinion
We have audited the Financial Report of Tivan
Limited (the Company).
In our opinion, the accompanying Financial
Report of the Company gives a true and fair
view, including of the Group’s financial position
as at 30 June 2024 and of its financial
performance for the year then ended, in
accordance with the Corporations Act 2001, in
compliance with Australian Accounting Standards
and the Corporations Regulations 2001.
The Financial Report comprises:
• Consolidated statement of financial position as at
30 June 2024
• 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
• Consolidated entity disclosure statement and
accompanying basis of preparation as at
30 June 2024
• Notes, including material accounting policies
• Directors’ Declaration.
The Group consists of the Company and the entities
it controlled at the year-end or from time to time
during the financial year.
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.
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
Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of
the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with
these requirements.
101
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 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
• Convertible note funding
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.
Exploration and evaluation expenditure capitalised ($26.5 million)
Refer to Note 14 to the Financial Report
The key audit matter
How the matter was addressed in our audit
The Group recognised capitalised Exploration and
Evaluation (E&E) expenditure of $26.5 million in
relation to the Speewah and Sandover areas of
interest.
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 96% of total
assets);
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
for the Speewah and Sandover 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;
102
Tivan Annual Report 2024
103
Tivan Annual Report 2024
•
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
presence of impairment indicators. The
presence of impairment indicators would
necessitate a detailed analysis by the Group of
the value of E&E. Therefore 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
for the Speewah and Sandover areas of interest
and the Group’s intention and capacity to
continue the relevant E&E activities; and
•
the Group’s determination of whether the E&E
are expected to be recouped through
successful development and exploitation of the
area of interest, or alternatively, by its sale.
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 Speewah and Sandover 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.
•
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 Speewah and Sandover areas
of interest; and
•
assessing the Group’s cash flow budget to
identify planned expenditure for the Speewah
and Sandover areas of interest, for evidence of
the ability to fund continued activities.
104
Tivan Annual Report 2024
Convertible note funding ($3.4 million)
Refer to Note 18 to the Financial Report
The key audit matter
How the matter was addressed in our audit
During the year, the Group raised $3.4 million
through the issuance of convertible notes under a
convertible note facility (‘agreement’) with SBC
Global Investment Fund.
The agreement includes several different variable
repayment and conversion clauses available to both
parties, resulting in the Group’s convertible note
liability being recognised at fair value through profit
and loss at inception and at 30 June 2024.
Recognition and measurement of the convertible
note liability was a key audit matter due to:
•
the significance of the convertible note liability
to the Group’s balance sheet and income
statement (through fair value movements);
•
the judgement required to assess the
accounting treatment of the convertible notes
as equity, liability (or both under accounting
standards); and
•
the judgement required to fair value the
Group’s liability at inception and at 30 June
2024.
We involved technical accounting and valuation
specialists to supplement our senior team
members in assessing this key audit matter.
Our procedures included:
•
Reading the contractual terms of the
agreement to gain an understanding of the
terms that would drive the accounting
treatment. Using this, we assessed the
accounting treatment of the convertible note
liability against accounting standard
requirements;
•
Agreed the cash funding received, face value
repayments and the remaining face value of
notes payable at 30 June 2024 to source
documentation;
•
With the assistance of valuation specialists, we
independently estimated the fair value of the
convertible note liability at inception and at
30 June 2024 using recognised valuation
methodologies and inputs. We compared the
Group’s valuations recorded in the financial
statements to these fair value ranges; and
•
Evaluated the adequacy of the convertible note
liability disclosure in the financial statements,
using our understanding of the convertible note
liability obtained from our testing and against
accounting standard requirements.
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.
105
Tivan Annual Report 2024
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 in accordance with the Corporations Act 2001, including giving a true
and fair view of the financial position and performance of the Group, and in compliance with Australian
Accounting Standards and the Corporations Regulations 2001
•
implementing necessary internal control to enable the preparation of a Financial Report in accordance
with the Corporations Act 2001, including giving a true and fair view of the financial position and
performance of the Group, and that is free from material misstatement, whether due to fraud or error
•
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 or 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.
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Tivan Annual Report 2024
Report on the Remuneration Report
Opinion
In our opinion, the Remuneration Report of Tivan
Limited for the year ended 30 June 2024 complies
with Section 300A of the Corporations Act 2001.
Directors’ responsibilities
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 40 to 52 of the Directors’ report for the
year ended 30 June 2024.
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
30 September 2024
107
Tivan Annual Report 2024
ASX
Additional
Information
107
Photo credit: Ben Broady
108
Tivan Annual Report 2024
Additional information required by the ASX Listing Rules and not disclosed elsewhere in this report is set out
below as at 5 September 2024.
Shareholders and optionholders
The Company has 1,757,929,401 fully paid ordinary shares on issue; held by 5,936 shareholders.
The Company has 76,610,552 quoted options on issue (options expiring 30 June 2026, exercisable at $0.30
each); held by 5,590 optionholders.
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. Options are quoted on the Australian
Securities Exchange under the code TVNO.
Substantial shareholders
Substantial shareholders in the Company are set out below (on the basis of the last substantial shareholder
notices that have been provided):
Shareholder
Units
% Units
Deutsche Balaton and Associates
165,577,124
10.09%
V. M. Salgaocar & Bro. (Singapore) Pte. Ltd
110,692,082
7.79%
King River Resources Limited
100,000,000
6.05%
Rank Name
Number Held
% Units
1
V M Salgaocar & Bro (Singapore) Pte Ltd
110,692,082
6.30
2
King River Resources Limited
100,000,000
5.69
3
Mr Warren William Brown & Mrs Marilyn Helena Brown (WWB Investments P/L S/F A/C)
85,575,000
4.87
4
Sparta Ag
76,568,094
4.36
5
AOSU Investment And Development Co Pty Ltd
56,208,643
3.20
6
Delphi Unternehmensberatung Aktiengesellschaft
52,686,918
3.00
7
Deutsche Balaton Aktiengesellschaft
36,322,112
2.07
8
JP Morgan Nominees Australia Pty Limited
30,602,903
1.74
9
HSBC Custody Nominees (Australia) Limited
29,814,828
1.70
10
Citicorp Nominees Pty Limited
29,361,894
1.67
11
Mr Grant Francis Wilson
26,000,000
1.48
12
Mr Adam Jan Furst
17,807,444
1.01
13
SBC Global Investment Fund
16,865,070
0.96
14
Mr Ryan Saitch English & Ms Celia Anne English (Ryan S English Super A/C)
16,285,234
0.93
15
SMS Investments SA
14,700,000
0.84
16
BNP Paribas Nominees Pty Ltd (IB Au Noms Retailclient)
11,528,436
0.66
17
BNP Paribas Nominees Pty Ltd (Clearstream)
10,935,877
0.62
18
Mr James Lindesay Napier Aitken
10,599,999
0.60
19
Meares Family Super Fund Pty Ltd (Meares Family Super Fund A/C)
10,060,000
0.57
20
BNP Paribas Noms Pty Ltd
7,625,341
0.43
Total: Top 20 holders
750,239,875
42.68
Total: Remaining holders
1,007,689,256
57.32
Twenty largest holders
Fully paid ordinary shares (ASX: TVN)
ASX Additional Information
ASX Additional Information
109
Tivan Annual Report 2024
Category
Number of Holders
% Units
1 – 1,000
129
0.00
1,001 – 5,000
177
0.04
5,001 – 10,000
982
0.44
10,001 – 100,000
3,075
7.11
100,001 and over
1,573
92.41
Total
5,936
100.00
The number of shareholders holding less than a marketable parcel is 1,310.
Options expiring 30 June 2026, exercisable at $0.30 each (ASX: TVNO)
Distribution of listed securities
Fully paid ordinary shares (ASX: TVN)
Rank Name
Number Held
% Units
1
VM Salgaocar & Bro (Singapore) Pte Ltd
4,427,682
5.78
2
Citicorp Nominees Pty Limited
4,011,844
5.24
3
King River Resources Limited
4,000,000
5.22
4
Morgan Stanley Australia Securities (Nominee) Pty Limited – No 1 Account
3,442,738
4.49
5
Mr Warren William Brown + Mrs Marilyn Helena Brown (WWB Investments P/L S/F A/C)
3,423,000
4.47
6
Aosu Investment and Development Co Pty Ltd
2,248,345
2.93
7
Delphi Unternehmensberatung Aktiengesellschaft
2,107,476
2.75
8
HSBC Custody Nominees (Australia) Limited – A/C 2
1,947,106
2.54
9
Bilgola Nominees Pty Limited
1,763,363
2.30
10
HSBC Custody Nominees (Australia) Limited
1,661,923
2.17
11
Deutsche Balaton Aktiengesellschaft
1,452,884
1.90
12
Krasey Retirement Pty Ltd (Krasey Retirement Fund A/C)
1,038,800
1.36
13
Mr Bradley Mark Ross
1,030,000
1.34
14
Mr Ian Graham Pittock
1,008,800
1.32
15
Mr Larry Stephen Coombes
953,977
1.25
16
MTV Diamonds Pty Ltd (Diamonds A/C)
850,500
1.11
17
Finclear Services Pty Ltd (Superhero Securities A/C)
719,327
0.94
18
Mr Ryan Saitch English + Ms Celia Anne English (Ryan S English Super A/C)
615,210
0.80
19
ASB Nominees Limited (209485 – Ml A/C)
600,297
0.78
20
SMS Investments S A
588,000
0.77
Total: Top 20 holders
37,891,272
49.46
Total: Remaining holders
38,719,280
50.54
ASX Additional Information
110
Tivan Annual Report 2024
Category
Number of Holders
% Units
1 – 1,000
2,453
1.54
1,001 – 5,000
1,924
6.23
5,001 – 10,000
499
4.81
10,001 – 100,000
636
23.59
100,001 and over
78
63.82
Total
5,590
100.00
Options expiring 30 June 2026, exercisable at $0.30 each (ASX: TVNO)
Unquoted securities
The Company has the following unquoted securities on issue:
Category
Units
Number of Holders
Unquoted broker options
17,354,824
1
Unquoted Executive Chair options
10,000,000
1
Unquoted staff / NED options
6,333,331
12
Unquoted placement options
34,615,390
31
Unquoted options
15,232,625
445
Unquoted Executive Chair options
10,000,000
1
Unquoted staff / NED options
6,333,331
12
Unquoted SBC options
28,000,000
1
Unquoted Executive Chair options
10,000,000
1
Unquoted staff / NED options
6,333,331
12
Unquoted convertible notes
3,129,414
1
Unquoted broker options held by CG Nominees (Australia) Pty Ltd; unquoted SBC options and convertible notes
held by SBC Global Investment Fund
Voting rights
Fully paid ordinary shares
The voting rights attaching to the Company’s fully paid ordinary shares, as set out in the Company’s constitution,
are as follows:
(a) at meetings of members or classes of members each member entitled to vote may vote in person or by proxy
or attorney; and
(b) on a show of hands every person present who is a member has one vote, and on a poll every person present
in person or by proxy or attorney has one vote for each fully paid ordinary share held.
Other securities
There are no voting rights attached to the quoted options, unquoted options or unquoted convertible notes on issue.
On-market buy-back / purchase
No on-market buy-back occurred during the reporting period nor is an on-market buy-back currently being
undertaken by the Company.
No securities were purchased on-market during the reporting period under or for the purposes of an employee
incentive scheme, or to satisfy the entitlements of the holders of options or other rights to acquire securities under
an employee incentive scheme.
Item 7 of Section 611 of the Corporations Act
No issues of securities approved under Item 7 of section of 611 of the Corporations Act 2001 are yet to be
completed.
Restricted securities
A total of 100 million ordinary fully paid shares were issued to King River Resources Limited in April 2023 as part
consideration for the acquisition Speewah Mining Pty Ltd, the owner of the Speewah Project. These shares are
subject to voluntary escrow until 17 February 2025.
ASX Additional Information
Tivan Annual Report 2024
Corporate
Governance
Statement
The Board of Directors is responsible for the corporate governance of the Company. The Board guides and
monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to
whom they are accountable.
The Company’s Corporate Governance Statement (“Statement”), as approved by the Board of Directors, sets out
the main corporate governance practices in place throughout the financial year ended 30 June 2024 and remains
current at the date of this report, with reference to the Corporate Governance Principles and Recommendations
4th Edition of the ASX Corporate Governance Council.
The Company’s Statement and copies or summaries of the policies referred to in it are published on the
Company’s website at: www.tivan.com.au/company/corporate
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Tivan Annual Report 2024
Registered Office
Level 1, 16 Bennett Street
Darwin NT 0800 Australia
Tivan Limited
ABN 12 000 817 023
ASX Code: TVN
Contact
+61 8 9327 0900
engagement@tivan.com.au
tivan.com.au