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Tawana Resources Nl - Appendix 3b

Release Date: 20/06/2017 09:07:00      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             Director Options
             be issued


   2         Number of +securities issued or                1,500,000
             to be issued (if known) or
             maximum number which may be
             issued
3   Principal terms of the +securities    Director Options (ex. $0.20, exp. 15 June 2020)
    (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            No
     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             Nil


6    Purpose of the issue                     N/A
     (If issued as consideration for the
     acquisition of assets, clearly
     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 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 ? 66,317,655
     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       16 June 2017
     uncertificated holdings or despatch
     of certificates


                                              Number             +Class

8    Number and +class of all +securities     442,117,700        Ordinary Fully Paid Shares
     quoted on ASX (including the
     securities in section 2 if applicable)
                                               Number      +Class

 9    Number and +class of all +securities     550,000     Class F Incentive Options
      not quoted on ASX (including the                     ($0.178, 26 May 2018)
      securities in section 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)
                                               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)
                                                           Director                    Options
                                               1,500,000   ($0.20, 15 June 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 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

                                                                                +securities
   37
                  A copy of any trust deed for the additional
                
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: 19 June 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                                       108,169,409
  securities on issue 12 months before date
  of issue or agreement to issue

  Add the following:                           39,356,093 (Rights Issue shortfall 16 June
                                                                                    2016)
  ?   Number of fully paid ordinary
      securities issued in that 12 month            19,620,000 (ratified and approved at
      period under an exception in rule 7.2   shareholder meeting dated 23 August 2016
                                                                                       )
  ?   Number of fully paid ordinary
      securities issued in that 12 month            90,380,000 (approved at shareholder
      period with shareholder approval                   meeting dated 23 August 2016)
  ?   Number of partly paid ordinary            1,000,000 Options (exercise of options on
      securities that became fully paid in                           24 November 2016)
      that 12 month period
                                              29,628,825 (ratified at shareholder meeting
  Note:                                                         dated 23 December 2016)
  ? Include only ordinary securities here ?
                                                5,000,000 (ratified at shareholder meeting
     other classes of equity securities
                                                                 dated 23 December 2016)
     cannot be added
  ? Include here (if applicable) the                27,200,175 (approved at shareholder
     securities the subject of the Appendix           meeting dated 23 December 2016)
     3B to which this form is annexed
  ? It may be useful to set out issues of           50,000,000 (approved at shareholder
     securities on different dates as                 meeting dated 23 December 2016)
     separate line items                              3,171,000 (approved at shareholder
                                                       meeting dated 23 December 2016)
                                                7,092,198 Shares (ratified at shareholder
                                                           meeting dated 23 May 2017)
                                                1,500,000 Shares (ratified at shareholder
                                                           meeting dated 23 May 2017)
                                              35,900,000 (ratified at shareholder meeting
                                                                       dated 6 June 2017)
                                                    24,100,000 (approved at shareholder
                                                            meeting dated 6 June 2017)

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

  ?A?                                                                        442,117,700
Step 2: Calculate 15% of ?A?

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

Multiply ?A? by 0.15                                                          66,317,655

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                                                                    66,317,655
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?                                                      66,317,655
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




20 June 2017

Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd

Date: 20/06/2017 09:07:00 Supplied by www.sharenet.co.za                     
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