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Tawana Resources Nl - Appendix 3b

Release Date: 08/05/2017 08:45:00      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?)


                                                                                                  Rule 2.7, 3.10.3, 3.10.4, 3.10.5

                                              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               Fully Paid Ordinary Shares
          to be issued


 2        Number of +securities issued                   35,900,000
          or to be issued (if known) or
          maximum number which may
          be issued
3   Principal     terms   of    the    Fully Paid Ordinary Shares
    +securities (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 all respects from the date of     Yes
     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         $0.25 per share


6    Purpose of the issue                 The funds will primarily be used to advance the
     (If issued as consideration for      Bald Hill Lithium and Tantalum Project in order
     the acquisition of assets, clearly   to meet the projected start of commissioning in
     identify those assets)               late 2017 and for working capital. In particular, the
                                          funds will be used to complete resource drilling,
                                          ordering long lead capital items, complete detailed
                                          design and commence engineering on the DMS
                                          circuit, civil works, earthworks, mechanical and
                                          electrical works, mobilisation of engineers, site
                                          establishment and associated project works.

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          N/A
     under 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 ? 36,627
     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        08 May 2017
     into uncertificated holdings or
     despatch of certificates



                                          Number         +Class

8    Number and        +class of all      418,017,700    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                        ($0.178, 26 May 2018)
                                              2,500,000   Class G Placement Options
     (including the securities in
                                                          ($0.035, 15 June 2018)
     section 2 if applicable)                 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)
                                              3,000,000   Class P Corporate Advisor Options
                                                          ($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   N/A
     will 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 the                N/A
     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 acceptance                 N/A
     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 dispose                  N/A
         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      +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: 08 May 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)
?   With security holder approval under rule
    7.1 or rule 7.4                             9,000,000 Options (refer appendix 3B on 12
                                                                                April 2017)
Note:
? This applies to equity securities, unless           35,900,000 (refer appendix 3B on 8 May
   specifically excluded ? not just ordinary                                           2017)
   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?                                                                              55,992,198

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?                                                                     55,992,198

Note: number must be same as shown in
Step 3

Total [?A? x 0.15] ? ?C?                                                              36,627
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



08 May 2017

Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Limited

Date: 08/05/2017 08:45:00 Supplied by www.sharenet.co.za                     
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