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TAW - Tawana - Non-Renounceable Rights Issue
Tawana Resources NL
(Incorporated in Australia)
(Registration number ACN 085 166 721)
Share code on the JSE Limited: TAW
ISIN: AU000000TAW7
Share code on the Australian Stock Exchange Limited: TAW
ISIN: AU000000TAW7
("Tawana" or "the Company")
8 December 2009
Non Renounceable Rights Issue
Tawana Resources NL (ASX:TAW) (Company) is pleased to announce a 1 for 1 pro-
rata non-renounceable rights issue of up to 262,331,772 fully paid ordinary
shares in the capital of the Company (New Shares) at $0.005 (R0.036) per New
Share to raise a maximum of approximately $1,311,658.86 before costs (Offer).
New Shares issued under the Offer will rank equally with existing shares on
issue in the capital of the Company.
The following investors are entitled to participate in the Offer (Eligible
Participants):
1. Shareholders with a registered address in Australia, New Zealand or South
Africa who are registered as a shareholder of the Company at 5.00 pm AEDT
(5:00 pm Johannesburg time) on 22 December 2009 (Record Date); and
2. The holders of certain convertible notes in the Company, the terms of
which provide that the noteholder is entitled to participate in any pro-
rata issue of shares by the Company as if the noteholder had converted all
of their outstanding notes to shares prior to the record date for such
issue.
Optionholders are not entitled to participate in the Offer without first
exercising their options so that the underlying Shares are issued by the Record
Date.
The Offer is underwritten by Cygnet Capital (to a maximum of 224,171,719 New
Shares) in their continued support for the re-capitalisation of the Company.
The Offer is being made without a prospectus in accordance with section 708AA of
the Corporations Act (as modified by ASIC Class Order 08/35). The Company will
send an Offer Document to Eligible Participants on 29 December 2009.
Funds raised from the issue of New Shares will be used to provide the Company
with funding to explore new opportunities and for working capital purposes.
Key Dates
Shares trade `ex` rights on JSE 15 December 2009
Shares trade `ex` rights on ASX 16 December 2009
Record Date (5.00 pm AEDT for ASX and 5:00 pm 22 December 2009
Johannesburg time for JSE)
Opening Date 29 December 2009
Closing Date (5.00 pm AEDT for ASX and 12.00 midday 13 January 2010
Johannesburg time for JSE)
Further details on the proposed timetable for the Offer will be set out in the
Offer Document.
Euan Luff
Director
Tel: +61 3 9224 1000
Email: eluff@wfw.com.au
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
ASX requirements
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000,
30/9/2001, 11/3/2002, 1/1/2003.
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 Fully paid ordinary shares to be issued
issued or to be issued under Rights Issue
2 Number of +securities Up to a maximum of 262,331,772 ordinary
issued or to be issued (if fully paid shares (New Shares)
known) or maximum number
which may be issued
3 Principal terms of the New Shares will be issued fully paid
+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 New Shares will rank equally with existing
equally in all respects Shares from the date of allotment
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
5 Issue price or A$0.005 per New Share
consideration
6 Purpose of the issue New Shares are issued to raise working
(If issued as capital as noted in the Explanatory
consideration for the Memorandum to the Notice of Meeting of
acquisition of assets, shareholders held on 23 November 2009.
clearly identify those
assets)
7 Dates of entering 21 January 2010
+securities into
uncertificated holdings or
despatch of certificates
Number +Class
8 Number and +class of all 479,471,126 Ordinary Fully Paid Shares
+securities quoted on ASX
(including the securities 13,240,053 Options exercisable at
in clause 2 if applicable) $0.10 on or before 1st
April 2011
Number +Class
9 Number and +class of all 1,420,000 Options expiring 30
+securities not quoted on ASX November 2011 exercisable
(including the securities in at $0.35 each TAWAI (ESOP)
clause 2 if applicable)
6,750,000 Options expiring 17 January
2014 exercisable at $0.10
each TAWAS
4,000,000 Options expiring 18 June
2012 exercisable at $0.07
each TAWAO
6,000,000 Options expiring 17 January
2013 exercisable at $0.10
each TAWAS
6,750,000 Options expiring 17 January
2013 exercisable at $0.07
each TAWAS
24,920,000 Unlisted Total
10 Dividend policy (in the case Unchanged
of a trust, distribution
policy) on the increased
capital (interests)
Part 2 Bonus issue or pro rata issue
11 Is security holder approval No
required'
12 Is the issue renounceable or Non-renounceable
non-renounceable'
13 Ratio in which the 1 share for every 1 share held
+securities will be offered
14 +Class of +securities to Ordinary Fully Paid Shares
which the offer relates
15 +Record date to determine 22 December 2009
entitlements
16 Will holdings on different N/A
registers (or subregisters)
be aggregated for calculating
entitlements'
17 Policy for deciding Fractions will be rounded up to the
entitlements in relation to nearest whole number
fractions
18 Names of countries in which N/A
the 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 13 January 2010
acceptances or renunciations
20 Names of any underwriters Cygnet Capital Pty Ltd
21 Amount of any underwriting Underwriting commission of 6% plus GST of
fee or commission the amount to be raised by the Offer and
50 million options as detailed in the
Explanatory Memorandum to the Notice of
Meeting of shareholders held on 23
November 2009.
22 Names of any brokers to the N/A
issue
23 Fee or commission payable to N/A
the 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 29 December 2009
acceptance form and
prospectus or Product
Disclosure Statement will be
sent to persons entitled
27 If the entity has issued 8 December 2009
options, 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 N/A
begin (if applicable)
29 Date rights trading will end N/A
(if 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 N/A
dispose of their entitlements
(except by sale through a
broker)'
33 +Despatch date 21 January 2010
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 N/A
is sought
39 Class of +securities for which quotation N/A
is sought
40 Do the +securities rank equally in all N/A
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 N/A
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.
We warrant that if confirmation is required under section 1017F of the
Corporations Act in relation to the +securities to be quoted, it has
been provided 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: 8 December 2009
(Company secretary)
Print name: Aaron Finlay
Date: 08/12/2009 09:39:07 Supplied by www.sharenet.co.za
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