Wrap Text
Appendix 3B and Section 708 Notice
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”)
Appendix 3B and Section 708 Notice
CORPORATE DIRECTORY
Warwick Grigor
Non-Executive Chairman
Len Kolff
Managing Director
Julian Babarczy
Non-Executive Director
Matthew Bowles
Non-Executive Director
Winton Willesee /Aaron Finlay
Joint Company Secretary
FAST FACTS
Issued Shares:926.6m
Market Cap:$15.75m
Cash (Q4 2012):$1.7m
ASX CODE: TAW
COMPANY HIGHLIGHTS
- New West African Gold Frontier
- Experienced Board and Management
- Alliance with Gryphon Minerals
Mofe Creek Iron Ore Project, Liberia
- High grade +60% Fe, 48 km strike
- 25 km to coast, adjacent to rail and port
- Along strike from +50 Mt Bomi Hills DSO project
Sinoe Gold Project, Liberia
- Highly prospective Birimian gold structures on Dugbe shear
- Along strike from Dugbe gold project (3.8 Moz)
Nimba/Lofa Gold Projects, Liberia
- Close proximity to Ity Gold Mine (5 Moz)
- Located on known gold hosting structure
Rakana JV (6.7%), South Africa
- Meletse Iron Ore and Avontuur Manganese JV managed by Aquila Resources
CONTACT DETAILS
Principal & Registered Office:Suite 25, 145 Stirling Highway Nedlands, Western Australia
Email: admin@tawana.com.au
Website: www.tawana.com.au
Phone: +61 8 9389 3140
Facsimile: +61 8 9389 3199
Tawana Resources NL (ASX: TAW) - Secondary Trading Notice Pursuant To
Section 708A(5)(E) Of The Corporations Act 2001
The Company gives this notice pursuant to section 708A(5)(e) of the Corporations
Act 2001 (Cth) (“Act”).
The Company has issued ordinary fully paid shares in the capital of the Company
(“Securities”) as per the Appendix 3B lodged with the ASX today.
The Company advises that the Securities were issued without disclosure to
investors under Part 6D.2 of the Act. The Company, as at the date of this notice,
has complied with:
(a) the provisions of Chapter 2M of the Act as they apply to the Company;
and
(b) section 674 of the Act.
As at the date of this notice there is no information that is excluded information
for the purposes of sections 708A(7) and (8) of the Act.
For further information:
Winton Willesee
Joint Company Secretary
Tawana Resources NL
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 Fully Paid Ordinary Shares
or to be issued
2 Number of +securities 50,000,000 Fully Paid Ordinary Shares
issued or to be issued (if
known) or maximum number
which may be issued
3 Principal terms of the 50,000,000 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 Yes
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
5 Issue price or consideration 50,000,000 options exercised (1.0c, 23 Feb 2013)
6 Purpose of the issue Exercise of options
(If issued as consideration
for the acquisition of assets,
clearly identify those
assets)
6a Is the entity an +eligible No
entity 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
resolution under rule 7.1A
was passed
6c Number of +securities issued
without security holder
approval under rule 7.1
6d Number of +securities issued
with security holder
approval under rule 7.1A
6e Number of +securities issued
with security holder
approval under rule 7.3, or
another specific security
holder approval (specify
date of meeting)
6f Number of securities issued
under an exception in rule
7.2
6g If securities issued under
rule 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 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 issue capacity
under rule 7.1 and rule 7.1A
– complete Annexure 1 and
release to ASX Market
Announcements
7 Dates of entering 25/02/2013
+securities into
uncertificated holdings or
despatch of certificates
Number +Class
8 Number and +class of all 926,629,043 Ordinary Fully Paid
+securities quoted on ASX Shares
(including the securities in
section 2 if applicable)
Number +Class
9 Number and +class of all 6,750,000 Options (10c, 17 Jan 2014)
+securities not quoted on
50,000,000 Options (1c, 30 July 2013)
ASX (including the securities
in section 2 if applicable) 25,000,000 Options (1c, 8 Mar 2014)
5,000,000 Options (5c, 9 Sept 2014)
1,250,000 Options (3c, 10 Nov 2013)
1,250,000 Options (5c, 10 Nov 2015)
28,500,000 Options (3.6c, 30 April
2015)
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
required?
12 Is the issue renounceable or
non-renounceable?
13 Ratio in which the
+securities will be offered
14 +Class of +securities to
which the offer relates
15 +Record date to determine
entitlements
16 Will holdings on different
registers (or subregisters) be
aggregated for calculating
entitlements?
17 Policy for deciding
entitlements in relation to
fractions
18 Names of countries in which
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
acceptances or renunciations
20 Names of any underwriters
21 Amount of any underwriting
fee or commission
22 Names of any brokers to the
issue
23 Fee or commission payable
to the broker to the issue
24 Amount of any handling fee
payable to brokers who
lodge acceptances or
renunciations on behalf of
+security holders
25 If the issue is contingent on
+security holders’ approval,
the date of the meeting
26 Date entitlement and
acceptance form and
prospectus or Product
Disclosure Statement will be
sent to persons entitled
27 If the entity has issued
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 begin
(if applicable)
29 Date rights trading will end
(if applicable)
30 How do +security holders sell
their entitlements in full
through a broker?
31 How do +security holders sell
part of their entitlements
through a broker and accept
for the balance?
32 How do +security holders
dispose of their entitlements
(except by sale through a
broker)?
33 +Despatch date
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) x 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: 26
February 2013
(Director/Company secretary)
Print name: Winton Willesee
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
securities on issue 12 months before
date of issue or agreement to issue
Add the following:
- Number of fully paid ordinary
securities issued in that 12 month
period under an exception in rule
7.2
- Number of fully paid ordinary
securities issued in that 12 month
period with shareholder approval
- Number of partly paid ordinary
securities that became fully paid in
that 12 month period
Note:
- Include only ordinary securities
here – other classes of equity
securities cannot be added
- 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
Subtract the number of fully paid
ordinary securities cancelled during
that 12 month period
“A”
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15
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
ule 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
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”
[Note: this is the remaining placement
capacity under rule 7.1]
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”
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
26 February 2013
Sponsor
PricewaterhouseCoopers Corporate Finance ( Pty) Ltd
Date: 26/02/2013 10:17:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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