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Appendix 3B- New issue announcement, application for quotation of additional securities and agreement
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
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 Fully Paid Ordinary Shares
be issued
2 Number of +securities issued or to 50,000,000 Fully Paid Ordinary Shares
be issued (if known) or maximum
number which may be issued
3 Principal terms of the +securities 50,000,000 Fully Paid Ordinary Shares
(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 Yes
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 (1c, 30 July
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 entity that Yes
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 31 May 2013
resolution under rule 7.1A was
passed
6c Number of +securities issued Nil
without security holder approval
under rule 7.1
6d Number of +securities issued with Nil
security holder approval under rule
7.1A
6e Number of +securities issued with Nil
security holder approval under rule
7.3, or another specific security
holder approval (specify date of
meeting)
6f Number of securities issued under 50,000,000
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 146,494,356 remaining under LR7.1
issue capacity under rule 7.1 and 97,662,904 remaining under LR7.1A
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
7 Dates of entering +securities into 13/08/2013
uncertificated holdings or despatch
of certificates
Number +Class
8 Number and +class of all 976,629,043 Ordinary Fully Paid
+securities quoted on ASX Shares
(including the securities in section
2 if applicable)
Number +Class
9 Number and +class of all
+securities not quoted on ASX 6,750,000 Options (10c, 17 Jan 2014)
(including the securities in section 25,000,000 Options (1c, 8 Mar 2014)
2 if applicable) 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 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?
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 securites, 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: 13 August 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 876,629,043
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 25/02/2013 50,000,000
issued in that 12 month period under an
13/08/2013 50,000,000
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” 976,629,043
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 146,494,356
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 0.15 146,494,356
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” 146,494,356
[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” 976,629,043
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 97,662,904
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 97,662,904
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” 97,662,904
Note: this is the remaining placement
capacity under rule 7.1A
13 August 2013
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Date: 13/08/2013 10:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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