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Tawana Resources Nl - Appendix 3b - New Issue Announcement

Release Date: 06/01/2017 11:22:00      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 or to              Class J Incentive Options
           be issued


 2         Number of +securities issued or                 2,625,000
           to be issued (if known) or
           maximum number which may be
           issued
3   Principal terms of the +securities   Class J Incentive Options, (exercise price of $0.13 and
    (eg, if options, exercise price      expiry date of 7 January 2020)
    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        No, the incentive options represent a new class of
     all respects from the date 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
                                              consideration.

6    Purpose of the issue                     Incentive Options were issued to employees in
     (If issued as consideration for the      accordance with the Company?s Employee Option
     acquisition of assets, clearly           Incentive Plan.
     identify those assets)

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             N/A
     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        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 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 ? 52,028,825
     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     6 January 2017
     uncertificated holdings or despatch
     of certificates

                                            Number                   +Class

8    Number and        +class    of all     375,025,502              Ordinary    Fully   Paid
     +securities    quoted on ASX                                    Shares
     (including the securities in section
     2 if applicable)

                                            Number        +Class

9    Number and +class of all               550,000       Class F Incentive Options
     +securities not quoted on ASX                        ($0.178, 26 May 2018)
                                                                 
     (including the securities in section   2,500,000     Class G Placement Options ($0.035,
     2 if applicable)                                     15 June 2018)


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

                                                          Class I Incentive Options ($0.06, 30
                                            2,000,000     June 2019)

                                            2,625,000     Class J Incentive Options ($0.13, 7
                                                          January 2020)

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 non-               N/A
     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 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                   N/A
     +security 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               N/A
    of 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)     X        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: 6 January 2017
                     (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:                                      34,406,658 (Rights Issue 3 June 2016)

 ?    Number of fully paid ordinary securities      39,356,093 (Rights Issue shortfall 16 June
      issued in that 12 month period under                                               2016)
      an exception in rule 7.2
                                                          19,620,000 (ratified and approved at
 ?    Number of fully paid ordinary securities       shareholder meeting dated 23 August 2016)
      issued in that 12 month period with
      shareholder approval                                 90,380,000 (approved at shareholder
                                                                 meeting dated 23 August 2016)
 ?    Number of partly paid ordinary
      securities that became fully paid in that   1,000,000 Options (exercise of options on 24
      12 month period                                                           November 2016)

 Note:                                             29,628,825 (ratified at shareholder meeting
 ? Include only ordinary securities here ?                             dated 23 December 2016)
    other classes of equity securities
    cannot be added                                 5,000,000 (ratified at shareholder meeting
 ? Include here (if applicable) the                                    dated 23 December 2016)
    securities the subject of the Appendix
    3B to which this form is annexed                       27,200,175 (approved at shareholder
 ? It may be useful to set out issues of                       meeting dated 23 December 2016)
    securities on different dates as
    separate line items                                    50,000,000 (approved at shareholder
                                                               meeting dated 23 December 2016)

                                                    3,171,000 (approved at shareholder meeting
                                                                       dated 23 December 2016)

 Subtract the number of fully paid ordinary                                                  -
 securities cancelled during that 12 month
 period

 ?A?                                                                              373,525,502
Step 2: Calculate 15% of ?A?

?B?                                            0.15

                                               [Note: this value cannot be changed]

Multiply ?A? by 0.15                                                               56,028,825

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 (refer appendix 3B on 16
agreed to be issued in that 12 month period                                         June 2016)
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

?   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?                                                                                4,000,000

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

?A? x 0.15                                                                        56,028,825
  
Note: number must be same as shown in
Step 2

Subtract ?C?                                                                       4,000,000

Note: number must be same as shown in
Step 3

Total [?A? x 0.15] ? ?C?                                                          52,028,825

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


6 January 2017

Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Limited

Date: 06/01/2017 11:22:00 Supplied by www.sharenet.co.za                     
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