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Tawana Resources Nl - Cleansing Notice And Appendix 3b

Release Date: 24/08/2016 09:13:00      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?)


CLEANSING NOTICE AND APPENDIX 3B
Further to the ASX announcement of 11 July 2016, Tawana Resources NL (?Tawana? or the
?Company?) is pleased to announce that tranche 2 of the capital raising has been
completed and 50,380,000 ordinary shares at an issue price of $0.025 per share were
issued today to sophisticated investors.

The funds raised will be used to advance exploration on the Company?s recently acquired
Mt Belches Lithium Projects.

In addition 40,000,000 shares were issued today to the vendors of the Mount Belches
Lithium Projects as approved by shareholders at the General Meeting dated 23 August
2016 and 1,500,000 shares were issued today to the mandated manager who was engaged
by the Directors to assist with the placement. No cash fees were paid as part of the
engagement.

With reference to the shares issued today, in accordance with section 708A(6) of the
Corporations Act 2001 (Cth) (Corporations Act), the Company gives notice under section
708A(5)(e) of the Corporations Act that:

1.       The shares were issued under a placement without disclosure to investors under
         Part 6D.2 of the Corporations Act.
2.       As at the date of this notice:
         a. The Company has complied with the provisions of Chapter 2M of the Corporations
            Act as it applies to the Company;
         b. The Company has complied with section 674 of the Corporations Act; and
         c. As at the date of this notice, there is no excluded information within the meaning
            of sections 708A(7) and 708A(8) of the Corporations Act which is required to be
            disclosed under section 708A(6)(e) of the Corporations Act.

For and on behalf of the Board


Michael Naylor
Director and Company Secretary


24 August 2016

Sponsor

PricewaterhouseCoopers Corporate Finance (Pty) Ltd

+ See chapter 19 for defined terms.

01/08/2012                                                                Appendix 3B Page 1
                                                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 or to                   (a)   Fully paid ordinary shares
             be issued                                            (b)   Fully paid ordinary shares
                                                                  (c)   Fully paid ordinary shares
                                                                  (d)   Class I Incentive Options


   2         Number of +securities issued or                      (a)   50,380,750
             to be issued (if known) or                           (b)   40,000,000
             maximum number which may be                          (c)   1,500,000
             issued                                               (d)   3,000,000




+ See chapter 19 for defined terms.

01/08/2012                                                                                                     Appendix 3B Page 2
  3       Principal terms of the +securities    (a)   Fully paid ordinary shares
          (eg, if options, exercise price and   (b)   Fully paid ordinary shares
          expiry date; if partly paid           (c)   Fully paid ordinary shares
          +securities,       the     amount     (d)   Class I Incentive Options, (exercise price of
          outstanding and due dates for               $0.06 and expiry of 30 June 2019)
          payment;        if     +convertible
          securities, the conversion price
          and dates for conversion)




+ See chapter 19 for defined terms.

01/08/2012                                                                       Appendix 3B Page 3
  4       Do the +securities rank equally in             (a)   Yes
          all respects from the date of                  (b)   Yes
          allotment with an existing +class of           (c)   Yes
          quoted +securities?                            (d)   No, the incentive options represent a new
                                                               class of security
          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                   (a) $0.025 per share
                                                         (b) Nil, deemed price of $0.025 per share,
                                                             consideration for acquisition of Mt Belches
                                                             Pty Ltd as outlined in the Notice of General
                                                             Meeting dated 21 July 2016.
                                                         (c) Nil, but deemed price of $0.025 per share for
                                                             the lead manager of the placement.
                                                         (d) The incentive options were issued for nil
                                                             consideration.


  6       Purpose of the issue                           (a) Used to advance exploration on its recently
          (If issued as consideration for the                acquired Mt Belches Lithium Projects.
          acquisition of assets, clearly                 (b) As consideration for the purchase of Mt
          identify those assets)                             Belches Pty Ltd.
                                                         (c) For the lead manager of the placement.
                                                         (d) Incentive Options were issued in connection
                                                             with the remuneration of the Company?s
                                                             Directors.




  6a      Is the entity an +eligible entity that   No
          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




+ See chapter 19 for defined terms.

01/08/2012                                                                            Appendix 3B Page 4
  6c      Number of +securities issued             1,500,000
          without security holder approval
          under rule 7.1


  6d      Number of +securities issued with        N/A
          security holder approval under rule
          7.1A


  6e      Number of +securities issued with        90,380,000
          security holder approval under rule
          7.3, or another specific security
          holder approval (specify date of
          meeting)


  6f      Number of securities issued under        N/A
          an exception in rule 7.2


  6g      If securities issued under rule 7.1A,    N/A
          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 rule     N/A
          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         N/A
          issue capacity under rule 7.1 and
          rule 7.1A ? complete Annexure 1
          and release to ASX Market
          Announcements


  7       Dates of entering +securities into       23 August 2016
          uncertificated holdings or despatch
          of certificates



                                                   Number           +Class


  8       Number and +class of all +securities     259,025,502      Ordinary Fully Paid
          quoted on ASX (including the                              Shares
          securities in section 2 if applicable)




+ See chapter 19 for defined terms.

01/08/2012                                                                   Appendix 3B Page 5
                                                   Number         +Class


  9       Number and +class of all +securities        500,000     Options ($0.36, 12 Dec 2016)
          not quoted on ASX (including the
          securities in section 2 if applicable)         75,000   Class A Incentive Options

                                                                           ($0.30, 12 Dec 2016)

                                                      550,000     Class F Incentive Options

                                                                           ($0.178, 26 May 2018)

                                                   2,500,000      Class G Placement Options ($0.035, 15
                                                                  June 2018)



                                                                  Class H Incentive Options ($0.06, 30
                                                   3,000,000      June 2019)



                                                                  Class I Incentive Options ($0.06, 30
                                                                  June 2019)
                                                   3,000,000




  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 required?    N/A



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


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


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


  15      +Record        date    to   determine    N/A
          entitlements




+ See chapter 19 for defined terms.

01/08/2012                                                                            Appendix 3B Page 6
  16      Will holdings on different registers            N/A
          (or subregisters) be aggregated for
          calculating entitlements?


  17      Policy for deciding entitlements in             N/A
          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 or               N/A
          commission


  22      Names of any brokers to the issue               N/A



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


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


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


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




+ See chapter 19 for defined terms.

01/08/2012                                                      Appendix 3B Page 7
   27      If the entity has issued options, and                N/A
           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 their                  N/A
           entitlements in full through a
           broker?


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


   32      How do +security holders dispose of                  N/A
           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

+ See chapter 19 for defined terms.

01/08/2012                                                                                                     Appendix 3B Page 8
                ? the securities are and the number andthe names of the 20 largest holdersheld the
  35            If        +            +
                                       equity securities,                                     of
                              +
                additional securities,                                                +
                                                          percentage of additional securities    by
                  those holders



                ? the securities out theequity securities, aindistribution schedule
  36            If        +         are    +                                          of the additional
                  +
                 securities setting      number of holders the categories
                  1 - 1,000
                  1,001 - 5,000
                  5,001 - 10,000
                  10,001 - 100,000
                  100,001 and over


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




+ See chapter 19 for defined terms.

01/08/2012                                                                      Appendix 3B Page 9
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)




+ See chapter 19 for defined terms.

01/08/2012                                                                    Appendix 3B Page 10
Quotation agreement


1        +Quotation of 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.




+ See chapter 19 for defined terms.

01/08/2012                                                                                                     Appendix 3B Page 11
Sign here:         ................... ........................   ?.   Date: 23 August 2016

                   (Company secretary)



Print name:        Michael Naylor




+ See chapter 19 for defined terms.

01/08/2012                                                                             Appendix 3B Page 12
                      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
   securities on issue 12 months before date
   of issue or agreement to issue

   Add the following:
   ?    Number of fully paid ordinary securities
        issued in that 12 month period under
        an exception in rule 7.2
   ?    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?




+ See chapter 19 for defined terms.

01/08/2012                                                          Appendix 3B Page 13
   Step 2: Calculate 15% of ?A?

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

   Multiply ?A? by 0.15

   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 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?

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

   ?A? x 0.15
   Note: number must be same as shown in
   Step 2

   Subtract ?C?
   Note: number must be same as shown in
   Step 3

   Total [?A? x 0.15] ? ?C?                         [Note: this is the remaining placement
                                                   capacity under rule 7.1]




+ See chapter 19 for defined terms.

01/08/2012                                                                    Appendix 3B Page 14
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?




+ See chapter 19 for defined terms.

01/08/2012                                                                   Appendix 3B Page 15
   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




+ See chapter 19 for defined terms.

01/08/2012                                                           Appendix 3B Page 16

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