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Tawana Resources Nl - Cleansing Notice And Appendix 3b

Release Date: 01/11/2016 09:01:00      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 26 October 2016, Tawana Resources NL
(?Tawana? or the ?Company?) is pleased to announce that tranche 1 of the
capital raising has been completed and 29,628,825 ordinary shares at an issue price
$0.12 per share were issued today to sophisticated investors.

Tranche 2 of 30,371,175 shares at an issue price of $0.12 per share is subject to
shareholder approval and the Notice of General Meeting will be sent out in the next
couple of weeks.

The funds from tranche 1 of the placement will be used to continue the substantial
drilling program at the Cowan Lithium Project, conduct due diligence on the
adjoining Bald Hill Mine (refer ASX announcement on 24 October 2016) and complete
the drilling and metallurgy at the Uis Lithium Project in Namibia.

Funds from tranche 2 of the placement will be used to advance the Bald Hill Mine
and Cowan Lithium Project including further drilling, metallurgical test work,
engineering studies and potential development scenarios.

With reference to the 29,628,825 shares issued today, in accordance with section
708A(6) of the Corporations Act 2001 (Cth) (Corporations Act), the Company gives
notice under paragraph 708A(5)(e) 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. 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
    Company Secretary

01 November 2016
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd


                                                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


   2         Number of +securities issued or                      (a) 29,628,825
             to be issued (if known) or
             maximum number which may be
             issued


   3         Principal terms of the +securities                   (a) Fully paid ordinary shares
             (eg, if options, exercise price and
             expiry 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 in             (a) Yes
     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

5    Issue price or consideration                   (a) $0.12 per share as outlined in the ASX
                                                        announcement dated 26 October 2016.


6    Purpose of the issue                           (a) To continue the substantial drilling program at
     (If issued as consideration for the                the Cowan Lithium Project, conduct due
     acquisition of assets, clearly                     diligence on the adjoining Bald Hill Mine
     identify those assets)                             (refer ASX announcement on 24 October
                                                        2016) and complete the drilling and
                                                        metallurgy at the Uis Lithium Project in
                                                        Namibia.

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

6c   Number of +securities issued             29,628,825
     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        N/A
     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         7.1 ? Nil
     issue capacity under rule 7.1 and        7.1A ? N/A
     rule 7.1A ? complete Annexure 1
     and release to ASX Market
     Announcements

7    Dates of entering +securities into       1 November 2016
     uncertificated holdings or despatch
     of certificates


                                              Number            +Class

8    Number and   +class of all +securities   293,654,327       Ordinary   Fully   Paid
     quoted on ASX (including the                               Shares
     securities in section 2 if applicable)
                                                      Number       +Class

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


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

                                                                   Class I Incentive Options ($0.06, 30
                                                      3,000,000    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 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

 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

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


 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        +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.



Sign here:         ................... ........................        ?.           Date: 1 November 2016
                   (Company secretary)

Print name:        Michael Naylor




+ See chapter 19 for defined terms.

01/08/2012                                                   Appendix 3B Page 9
                      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:                                    34,406,658 (Rights Issue 3 June 2016)
   ?    Number of fully paid ordinary                 39,356,093 (Rights Issue shortfall 16 June
        securities issued in that 12 month                                                 2016)
        period under an exception in rule 7.2
                                                          19,620,000 (ratified and approved at
   ?    Number of fully paid ordinary               shareholder meeting dated 23 August 2016
        securities issued in that 12 month                                                   )
        period with shareholder approval
                                                           90,380,000 (approved at shareholder
   ?    Number of partly paid ordinary                          meeting dated 23 August 2016)
        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?                                                                             257,525,502




+ See chapter 19 for defined terms.

01/08/2012                                     Appendix 3B Page 10
   Step 2: Calculate 15% of ?A?

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

   Multiply ?A? by 0.15                                                            38,628,825

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

   Insert number of equity securities issued           2,500,000 Options (refer appendix 3B on
   or agreed to be issued in that 12 month                                       16 June 2016)
   period not counting those issued:
                                                  1,500,000 Shares (refer appendix 3B on 24
   ?   Under an exception in rule 7.2                                         August 2016)
   ?   Under rule 7.1A                            5,000,000 Shares (refer appendix 3B on 30
                                                                           September 2016)
   ?   With security holder approval under
       rule 7.1 or rule 7.4                       29,628,825 Shares (refer appendix 3B on 1
                                                                            November 2016)
   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?                                                                             38,628,825

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

   ?A? x 0.15                                                                      38,628,825
   Note: number must be same as shown in
   Step 2

   Subtract ?C?                                                                    38,628,825
   Note: number must be same as shown in
   Step 3

   Total [?A? x 0.15] ? ?C?                        0




+ See chapter 19 for defined terms.

01/08/2012                                   Appendix 3B Page 11
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 12
   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 13

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