Highlights

• The terms defined for final payment of AU$5 million by Tivan to KRR for acquisition of the Speewah Project have been restructured.
• KRR and Tivan had inked a binding term sheet in Feb 2023 for 100% issued capital in Speewah Mining for AU$20 million (cash and shares).
• So far, Tivan has made cash payments of AU$5 million and issued 100 million Tivan shares to KRR.
• Of the remaining cash amount of AU$5 million, Tivan will pay AU$1 million to KRR once Tivan completes a capital raising transaction in Q1 2024.
• Both the parties have agreed for the payment of the balance amount before February 2025.

ASX-listed exploration firm King River Resources Limited (ASX: KRR) and Tivan Limited (ASX:TVN) have agreed to a restructure of the terms of Tivan’s final payment of AU$5 million to acquire the Speewah Project, Western Australia.

Initial terms of the acquisition agreement

In February 2023, King River Resources had entered into a binding term sheet with Tivan for acquisition of 100% of the issued capital of Speewah Mining Pty Ltd, which owns the Speewah Project in the Kimberley region in north-east WA, for AU$20 million.

Under the agreed terms, the consideration includes AU$10 million in staged cash payments and AU$10 million in TVN shares (100 million shares at AU$0.10 apiece).

So far, Tivan has made cash payments of AU$5 million and issued 100 million Tivan shares to KRR. The issued shared are subject to voluntary escrow until 17 February 2025. Tivan had agreed for the payment of the remaining cash of AU$5 million by 17 February 2024.

New payment structure

Out of the remaining amount of AU$5 million to be paid to KRR, Tivan will pay AU$1 million to KRR once Tivan completes a capital raising transaction in the first quarter of the year 2024.

In case, Tivan raises more than AU$5 million of funds, an additional amount of 50% of the capital raised above AU$5 million will be paid to KRR.

Tivan has agreed to pay AU$1 million to King River Resources if any capital raising is completed after the end of the first quarter.

Furthermore, Tivan will pay 50% of the capital raised above $5 million to KRR if the total amount of Q1 2024 capital raisings and post Q1 2024 capital raising goes beyond AU$5 million.

Both the parties have agreed for the payment of the balance amount before February 2025. Also, Tivan has agreed that any remaining amount of the AU$5 million pending for payment to KRR on 17 February 2025, will become due and payable.

Notably, in case value of the 100 million shares held by KRR is <AU$10 million, as on 17 February 2025, calculated on the basis of Tivan’s preceding 30-day volume weighted average price (VWAP), Tivan would issue more shares at the VWAP to KRR, which would be worth AU$10 million when added with the existing 100 million shares.

Also, no shares will be issued to KRR in case Tivan’s VWAP at 17 February 2025 becomes AU$0.10 or more.

KRR shares traded at AU$0.011 midday on 12 February 2024.