Tivan Secures $15 Million Funding Boost with Option Underwriting and ETFS Placement

Underwriting Agreement Secures $10 Million for Option Exercise

Tivan Limited (ASX:TVN) has arranged a $10 million underwriting agreement with Evolution Capital to cover the exercise of its listed TVNO options, which carry a $0.30 exercise price and expire on 30 June 2026. Regal Partners, a specialist alternative investment manager with $21 billion under management, has agreed to sub-underwrite $7.5 million of this amount, providing a substantial backstop to the option exercise process.

With 87 million TVNO options outstanding, a full exercise would raise approximately $26.1 million, but the underwriting ensures a minimum of $10 million will be raised from option holders or Evolution Capital stepping in to cover any shortfall. Evolution also holds the right to increase its subscription by up to $5 million through a conditional placement, further boosting Tivan's capital position.

ETFS Capital Commits $5 Million Placement with Standstill Terms

Complementing the underwriting, Tivan has signed a binding term sheet with ETFS Capital, the family office of Graham and Louise Tuckwell, for a $5 million share placement at the same $0.30 price. ETFS Capital is an existing substantial shareholder and strategic partner in Tivan's Speewah Fluorite Project, reinforcing its commitment to the company’s growth trajectory.

The placement shares will be subject to a standstill arrangement, preventing ETFS Capital from selling the shares until either 14 November 2026 or the final investment decision on the Speewah project, whichever comes first. This mirrors standstill terms from prior placements, signalling a long-term strategic partnership rather than a short-term investment.

Funding to Accelerate Frontier Projects in Australia and Timor-Leste

The combined $15 million funding package will underpin accelerated development planning and exploration across Tivan’s key assets, including the Molyhil Tungsten Project, Sandover Fluorite and AI Projects in Central Australia, and the Turiscai, Ossu, and Baucau projects in the Democratic Republic of Timor-Leste. These projects have recently seen significant progress, such as the strong copper-gold signals at Turiscai and binding joint ventures for Baucau and Ossu, highlighting Tivan’s advancing exploration pipeline.

Executive Chairman Grant Wilson emphasised the importance of this capital raising in supporting Tivan’s strategy to minimise shareholder dilution while restoring market liquidity ahead of the TVNO option expiry. He also flagged potential ASX300 inclusion in Q3, contingent on continued disciplined execution.

Terms and Conditions of the Underwriting Agreement

The underwriting agreement includes standard commercial terms, with Evolution Capital entitled to a 4% management and underwriting fee. Shares issued under the agreement will not require shareholder approval nor count towards Tivan’s 15% placement capacity, ensuring a streamlined capital raising process.

However, the agreement contains customary termination events, including material adverse changes, regulatory investigations, or significant market disruptions such as a 10% drop in the ASX300 index. These safeguards provide both parties with protection against unforeseen risks before the final allotment date of 8 July 2026.