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Tawana Resources Nl - Appendix 3b

Release Date: 19/07/2016 11:10:00      Code(s): TAW     
Tawana Resources NL
(Incorporated in Australia)
(Registration number ACN 085 166 721)
Share code on the JSE Limited: TAW
JSE ISIN: AU0000TAWDA9
Share code on the Australian Securities Exchange Limited: TAW
ASX ISIN: AU000000TAW7
(?the Company? or ?Tawana?)




                                Appendix 3B
                         New issue announcement,
              application for quotation of additional securities
                               and agreement

Information or documents not available now must be given to ASX as soon as available. Information
and documents given to ASX become ASX?s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12



Name of entity
TAWANA RESOURCES NL


ABN
69 085 166 721


We (the entity) give ASX the following information.


Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).

 1        +Class   of +securities issued                    Class H Incentive Options
          or to be issued


 2        Number of +securities issued                       3 000 000 Class H Incentive Options
          or to be issued (if known) or
          maximum number which may
          be issued
3    Principal     terms    of     the            Class H Incentive Options, exercise price
     +securities (eg, if options,                 $0.06, expiry 30 June 2019, vested on 6
     exercise price and expiry                    January 2016.
     date; if partly paid +securities,
     the amount outstanding and
     due dates for payment; if
     +convertible securities, the
     conversion price and dates
     for conversion)

4    Do the +securities rank equally                No, the incentive options represent a new
     in all respects from the date of               class of security.
     allotment with an existing +class
     of quoted +securities?

     If the additional securities do
     not rank equally, please state:
     - the date from which they do
     - the extent to which they
       participate for the next
       dividend, (in the case of a
       trust, distribution) or interest
       payment
     - the extent to which they do
       not rank equally, other than
       in relation to the next
       dividend, distribution or
       interest payment

5    Issue price or consideration                   The incentive Options were issued for nil
                                                    cash consideration.

6    Purpose of the issue                           Incentive Options were issued in
     (If issued as consideration for                connection with the remuneration of the
     the acquisition of assets, clearly             Company?s      new    appointed   Chief
     identify those assets)                         Executive Officer.



6a   Is the entity an +eligible entity      No
     that has obtained security
     holder approval under rule
     7.1A?

     If Yes, complete sections 6b ?
     6h in relation to the +securities
     the subject of this Appendix 3B,
     and comply with section 6i

6b   The date the security holder           N/A
     resolution under rule 7.1A was
     passed

6c   Number of +securities issued           N/A
     without security holder approval
     under rule 7.1
6d   Number of +securities issued           N/A
     with security holder approval
     under rule 7.1A

6e   Number of +securities issued           N/A
     with security holder approval
     under rule 7.3, or another
     specific security holder approval
     (specify date of meeting)

6f   Number of securities issued                  3 000 000 Class H Incentive Options were issued
     under an exception in rule 7.2               under the Company?s Employee
                                                  Incentive Option Plan that was
                                                  approved by shareholders on 26 May
                                                  2015.

6g   If securities issued under rule        N/A
     7.1A, was issue price at least
     75% of 15 day VWAP as
     calculated under rule 7.1A.3?
     Include the issue date and both
     values. Include the source of
     the VWAP calculation.

6h   If securities were issued under        N/A
     rule    7.1A     for   non-cash
     consideration, state date on
     which valuation of consideration
     was released to ASX Market
     Announcements

6i   Calculate the entity?s remaining
                                            7.1 ? 19,628,825
     issue capacity under rule 7.1
     and rule 7.1A ? complete               7.1A - N/A
     Annexure 1 and release to ASX
     Market Announcements

7    Dates of entering +securities          18 June 2016
     into uncertificated holdings or
     despatch of certificates


                                         Number                  +Class

8    Number and       +class  of all     147,525,502             Ordinary   Fully   Paid
     +securities   quoted on ASX                                 Shares
     (including the securities in
     section 2 if applicable)

                                         Number         +Class
9    Number and +class of all                           500,000   Options ($0.36, 12 Dec 2016)
     +securities not quoted on ASX
                                                         75,000   Class A Incentive Options
     (including the securities in
                                                                          ($0.30, 12 Dec 2016)
     section 2 if applicable)
                                                        550,000   Class F Incentive Options
                                                                         ($0.178, 26 May 2018)
                                                      2,500,000   Class G Placement Options ($0.035,
                                                                  15 June 2018)
                                                      3 000 000   Class H Incentive Option ($0.06, 30
                                                                  June 2019

10   Dividend policy (in the case of a               Unchanged
     trust, distribution policy) on the
     increased capital (interests)



Part 2 - Bonus issue or pro rata issue
11   Is security           holder       approval     N/A
     required?


12   Is the issue renounceable or                    N/A
     non-renounceable?

13   Ratio in which the +securities will             N/A
     be offered

14   +Class  of +securities to which the             N/A
     offer relates

15   +Record    date              to   determine     N/A
     entitlements

16   Will holdings on different                      N/A
     registers (or subregisters) be
     aggregated    for   calculating
     entitlements?

17   Policy for deciding entitlements                N/A
     in relation to fractions


18   Names of countries in which the                 N/A
     entity has +security holders who
     will not be sent new issue
     documents
     Note: Security holders must be told how their
     entitlements are to be dealt with.

     Cross reference: rule 7.7.


19   Closing date for receipt of                     N/A
     acceptances or renunciations

20   Names of any underwriters                       N/A
21   Amount of any underwriting fee                  N/A
     or commission

22   Names of any brokers to the                     N/A
     issue


23   Fee or commission payable to                    N/A
     the broker to the issue

24   Amount of any handling fee                      N/A
     payable to brokers who lodge
     acceptances or renunciations on
     behalf of +security holders

25   If the issue is contingent on                   N/A
     +security holders? approval, the

     date of the meeting

26   Date         entitlement       and              N/A
     acceptance form and prospectus
     or Product Disclosure Statement
     will be sent to persons entitled

27   If the entity has issued options,               N/A
     and the terms entitle option
     holders     to   participate  on
     exercise, the date on which
     notices will be sent to option
     holders

28   Date rights trading will begin (if              N/A
     applicable)

29   Date rights trading will end (if                N/A
     applicable)

30   How do +security holders sell                   N/A
     their entitlements in full through
     a broker?

31   How do +security holders sell                   N/A
     part of their entitlements through
     a broker and accept for the
     balance?

32   How do +security holders                        N/A
     dispose of their entitlements
     (except by sale through a
     broker)?

33   +Issue   date                                   N/A
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities

 34     Type of securities
        (tick one)

 (a)    -      Securities described in Part 1


 (b)           All other securities
               Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,
               employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible
               securities



Entities that have ticked box 34(a)

Additional securities forming a new class of securities
Tick to indicate you are providing the information or
documents

 35            If the +securities are +equity securities, the names of the 20 largest holders of
               the additional +securities, and the number and percentage of additional
               +securities held by those holders


 36            If the +securities are +equity securities, a distribution schedule of the additional
               +securities setting out the number of holders in the categories

               1 - 1,000
               1,001 - 5,000
               5,001 - 10,000
               10,001 - 100,000
               100,001 and over

 37            A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

 38     Number of securities for which
        +quotation is sought




 39     Class of +securities for which
        quotation is sought
40   Do the +securities rank equally in
     all respects from the date of
     allotment with an existing +class
     of quoted +securities?

     If the additional securities do not
     rank equally, please state:
     - the date from which they do
     - the extent to which they
       participate for the next
       dividend, (in the case of a
       trust, distribution) or interest
       payment
     - the extent to which they do
       not rank equally, other than in
       relation to the next dividend,
       distribution or interest
       payment

41   Reason for request for quotation
     now
     Example: In the case of restricted securities,
     end of restriction period


     (if issued upon conversion of
     another security, clearly identify
     that other security)



                                                       Number                             +Class

42   Number and +class
     of all
     +securities   quoted on ASX
     (including the securities in clause
     38)




Quotation agreement

1     +Quotationof our additional +securities is in ASX?s absolute discretion. ASX
      may quote the +securities on any conditions it decides.

2     We warrant the following to ASX.

      -         The issue of the +securities to be quoted complies with the law and
                is not for an illegal purpose.

      -         There is no reason why those +securities should not be granted
                +quotation.



      -       An offer of the +securities for sale within 12 months after their issue
              will not require disclosure under section 707(3) or section 1012C(6)
              of the Corporations Act.
              Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be
              able to give this warranty
       -      Section 724 or section 1016E of the Corporations Act does not apply
              to any applications received by us in relation to any +securities to be
              quoted and that no-one has any right to return any +securities to be
              quoted under sections 737, 738 or 1016F of the Corporations Act at
              the time that we request that the +securities be quoted.

       -      If we are a trust, we warrant that no person has the right to return
              the +securities to be quoted under section 1019B of the Corporations
              Act at the time that we request that the +securities be quoted.

3      We will indemnify ASX to the fullest extent permitted by law in respect of
       any claim, action or expense arising from or connected with any breach of
       the warranties in this agreement.

4      We give ASX the information and documents required by this form. If any
       information or document not available now, will give it to ASX before
       +quotation of the +securities begins. We acknowledge that ASX is relying on

       the information and documents. We warrant that they are (will be) true and
       complete.



Sign here:       ................... ........................   ?.   Date: 19 July 2016
                 (Company secretary)

Print name:      Michael Naylor
                Appendix 3B ? Annexure 1

Calculation of placement capacity under rule 7.1 and
rule 7.1A for +eligible entities
Introduced 01/08/12



Part 1

                      Rule 7.1 ? Issues exceeding 15% of capital

 Step 1: Calculate ?A?, the base figure from which the placement
 capacity is calculated

 Insert number of fully paid ordinary                                              73,762,751
 securities on issue 12 months before date
 of issue or agreement to issue

 Add the following:

 ?    Number of fully paid ordinary securities      34,406,658 (Rights Issue 3 June 2016)
      issued in that 12 month period under an
      exception in rule 7.2                         39,356,093 (Rights Issue Shortfall 16 June 2016)
                                                                                         
 ?    Number of fully paid ordinary securities
      issued in that 12 month period with
      shareholder approval

 ?    Number of partly paid ordinary securities
      that became fully paid in that 12 month
      period

 Note:
 ? Include only ordinary securities here ?
    other classes of equity securities cannot
    be added
 ? Include here (if applicable) the securities
    the subject of the Appendix 3B to which
    this form is annexed
 ? It may be useful to set out issues of
    securities on different dates as separate
    line items
 Subtract the number of fully paid ordinary                                                  -
 securities cancelled during that 12 month
 period

 ?A?                                                                              147,525,502




 Step 2: Calculate 15% of ?A?

 ?B?                                              0.15
                                               [Note: this value cannot be changed]

Multiply ?A? by 0.15                                                             22,128,825

Step 3: Calculate ?C?, the amount of placement capacity under rule
7.1 that has already been used

Insert number of equity securities issued or              2,500,000 options (16 June 2016)
agreed to be issued in that 12 month period
not counting those issued:

?   Under an exception in rule 7.2

?   Under rule 7.1A

?   With security holder approval under rule
    7.1 or rule 7.4

Note:
? This applies to equity securities, unless
  specifically excluded ? not just ordinary
  securities
? Include here (if applicable ) the
  securities the subject of the Appendix
  3B to which this form is annexed
? It may be useful to set out issues of
  securities on different dates as separate
  line items
?C?                                                                               2,500,000

Step 4: Subtract ?C? from [?A? x ?B?] to calculate remaining
placement capacity under rule 7.1

?A? x 0.15                                                                       22,128,825

Note: number must be same as shown in
Step 2

Subtract ?C?                                                                      2,500,000

Note: number must be same as shown in
Step 3

Total [?A? x 0.15] ? ?C?                                                         19,628,825

                                               [Note: this is the remaining placement
                                               capacity under rule 7.1]


Part 2

      Rule 7.1A ? Additional placement capacity for eligible entities

Step 1: Calculate ?A?, the base figure from which the placement
capacity is calculated
?A?                                             Not Applicable

Note: number must be same as shown in
Step 1 of Part 1

Step 2: Calculate 10% of ?A?

?D?                                             0.10

                                                Note: this value cannot be changed

Multiply ?A? by 0.10

Step 3: Calculate ?E?, the amount of placement capacity under rule
7.1A that has already been used

Insert number of equity securities issued or
agreed to be issued in that 12 month period
under rule 7.1A

Notes:
? This applies to equity securities ? not
   just ordinary securities
? Include here ? if applicable ? the
   securities the subject of the Appendix
   3B to which this form is annexed
? Do not include equity securities issued
   under rule 7.1 (they must be dealt with
   in Part 1), or for which specific security
   holder approval has been obtained
? It may be useful to set out issues of
   securities on different dates as separate
   line items
?E?

Step 4: Subtract ?E? from [?A? x ?D?] to calculate remaining
placement capacity under rule 7.1A

?A? x 0.10

Note: number must be same as shown in
Step 2

Subtract ?E?

Note: number must be same as shown in
Step 3

Total [?A? x 0.10] ? ?E?                        Note: this is the remaining placement
                                                capacity under rule 7.1A
Part 2

      Rule 7.1A ? Additional placement capacity for eligible entities

Step 1: Calculate ?A?, the base figure from which the placement
capacity is calculated

?A?                                             Not applicable

Note: number must be same as shown in
Step 1 of Part 1

Step 2: Calculate 10% of ?A?

?D?                                             0.10

                                                Note: this value cannot be changed

Multiply ?A? by 0.10

Step 3: Calculate ?E?, the amount of placement capacity under rule
7.1A that has already been used

Insert number of equity securities issued or
agreed to be issued in that 12 month period
under rule 7.1A

Notes:
? This applies to equity securities ? not
   just ordinary securities
? Include here ? if applicable ? the
   securities the subject of the Appendix
   3B to which this form is annexed
? Do not include equity securities issued
   under rule 7.1 (they must be dealt with
   in Part 1), or for which specific security
   holder approval has been obtained
? It may be useful to set out issues of
   securities on different dates as separate
   line items
?E?
 Step 4: Subtract ?E? from [?A? x ?D?] to calculate remaining
 placement capacity under rule 7.1A

 ?A? x 0.10

 Note: number must be same as shown in
 Step 2

 Subtract ?E?

 Note: number must be same as shown in
 Step 3

 Total [?A? x 0.10] ? ?E?                   Note: this is the remaining placement
                                            capacity under rule 7.1A


19 July 2016

Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd

Date: 19/07/2016 11:10:00 Supplied by www.sharenet.co.za                     
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