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Tawana Resources Nl - Appendix 3b New Issue Announcement, Application For Quotation Of Additional Securities And Agreement

Release Date: 21/07/2017 11:52:00      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 to      Advisor Options
     be issued


2    Number of +securities issued or         8,000,000
     to be issued (if known) or
     maximum number which may be
     issued
3    Principal terms of the +securities       Advisor Options, (exercise price of $0.30625 and
     (eg, if options, exercise price          expiry date of 19 July 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 Advisor 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               Nil


6    Purpose of the issue                       Options were issued to advisor in relation to offtake
     (If issued as consideration for the        agreement.
     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            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 ? 56,817,655
     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         19 July 2017
     uncertificated holdings or despatch
     of certificates


                                                Number             +Class

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

9    Number and            +classof 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, 15 June 2018)
     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)
                                                            Director Options
                                                1,500,000   ($0.20, 15 June 2020)
                                                            Advisor Options
                                                8,000,000   ($0. 30625, 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        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)     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

                      A copy of any trust deed for the additional +securities
 37
        
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: 21 July 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                                            147,525,502
 securities on issue 12 months before date
 of issue or agreement to issue

 Add the following:                                      19,620,000 (ratified and approved at
                                                  shareholder meeting dated 23 August 2016 )
 ?    Number of fully paid ordinary securities
      issued in that 12 month period under               90,380,000 (approved at shareholder
      an exception in rule 7.2                                meeting dated 23 August 2016)

 ?    Number of fully paid ordinary securities    1,000,000 Options (exercise of options on 24
      issued in that 12 month period with                                    November 2016)
      shareholder approval
                                                   29,628,825 (ratified at shareholder meeting
 ?    Number of partly paid ordinary                                 dated 23 December 2016)
      securities that became fully paid in that
      12 month period                               5,000,000 (ratified at shareholder meeting
                                                                     dated 23 December 2016)
 Note:
 ? Include only ordinary securities here ?               27,200,175 (approved at shareholder
    other classes of equity securities                     meeting dated 23 December 2016)
    cannot be added
 ? Include here (if applicable) the                      50,000,000 (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          3,171,000 (approved at shareholder meeting
    securities on different dates as                               dated 23 December 2016)
    separate line items
                                                     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    1,500,000 Shares (refer appendix 3B on 24
agreed to be issued in that 12 month period                                 August 2016)
not counting those issued:
                                                8,000,000 Options (refer appendix 3B on 21
?   Under an exception in rule 7.2                                              July 2017)

?   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?                                                                              9,500,000

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?                                                                     9,500,000

Note: number must be same as shown in
Step 3

Total [?A? x 0.15] ? ?C?                                                        56,817,655
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



21 July 2017

Sponsor
PricewaterhouseCoopers Corporate Finance Proprietary Limited

Date: 21/07/2017 11:52:00 Supplied by www.sharenet.co.za                     
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