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Tawana Resources Nl - Appendix 3b

Release Date: 18/04/2017 08:55:00      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     (a) Class O Corporate Advisor Options
      be issued                               (b) Class P Corporate Advisor Options
                                              (c) Class Q Corporate Advisor Options

2    Number of +securities issued or          (a) 3,000,000
     to be issued (if known) or               (b) 3,000,000
     maximum number which may be              (c) 3,000,000
     issued
3    Principal terms of the +securities       (a) Class O Corporate Advisor Options, ($0.20,
     (eg, if options, exercise price and      12 April 2020)
     expiry date; if partly paid              (b) Class P Corporate Advisor Options ($0.25,
     +securities,       the      amount       12 April 2020)
     outstanding and due dates for
                            +convertible      (c) Class Q Corporate Advisor Options ($0.30,
     payment;        if
     securities, the conversion price         12 April 2020)
     and dates for conversion)

4    Do the +securities rank equally in        (a) No the corporate advisor options represent a
     all respects from the date of             new class of security.
     allotment with an existing +class         (b) No the corporate advisor options represent a
     of quoted +securities?                    new class of security
                                               (c) No the corporate advisor options represent a
     If the additional securities do not
     rank equally, please state:               new class of security
     - 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             These options were all issued for nil cash
                                              consideration.

6    Purpose of the issue                     The corporate Advisory Options were issued as
     (If issued as consideration for the      consideration for services provided by Canaccord
     acquisition of assets, clearly           Genuity (Australia) Pty Ltd in connection with
     identify those assets)                   ongoing capital markets strategy requirements.



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                   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 ? 35,936,627
     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     12 April 2017
     uncertificated      holdings    or
     despatch of certificates


                                          Number                     +Class

8    Number and        +class    of   all 382,117,700                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

     (including the securities in section                   ($0.178, 26 May 2018)
     2 if applicable)                           2,500,000   Class G Placement Options
                                                            ($0.035, 15 June 2018)
                                                3,000,000   Class H Incentive Options
                                                            ($0.06, 30 June 2019)
                                                2,000,000   Class I Incentive Options
                                                            ($0.06, 30 June 2019)
                                                2,625,000   Class J Incentive Options
                                                            ($0.13, 7 January 2020)
                                                500,000     Class K Incentive Options
                                                            $0.16, 1 March 2019)
                                                1,500,000   Class L Incentive Options
                                                            ($0.16, 15 March 2020)
                                                750,000     Class M Incentive Options
                                                            ($0.18, 8 May 2020)
                                                500,000     Class N Incentive Options ($0.23, 27
                                                            March 2020)
                                                3,000,000   Class O Corporate Advisor Options,
                                                            ($0.20, 12 April 2020)
                                                            Class P Corporate Advisor Options
                                                3,000,000
                                                            ($0.25, 12 April 2020)
                                                            Class Q Corporate Advisor Options
                                                3,000,000   ($0.30, 12 April 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)     tick     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: 18 April 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                              7,092,198 Shares (refer to appendix 3B on
                                                   27 March 2017) 9,000,000 Options (refer
?   With security holder approval under rule                appendix 3B on 12 April 2017)
    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?                                                                             20,092,198

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?                                                                    20,092,198

Note: number must be same as shown in
Step 3

Total [?A? x 0.15] ? ?C?                                                        35,936,627
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


18 April 2017

Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Limited

Date: 18/04/2017 08:55:00 Supplied by www.sharenet.co.za                     
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