Wrap Text
Share Placement Completed and Appendix 3B
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”)
Share Placement Completed
and Appendix 3B
Tawana Resources NL (ASX: TAW) (the Company) is pleased to announce that it
has successfully completed the placement of all new shares in the Company to
institutions and professional investors, in accordance with the capital raising
announced to the ASX on 11 October 2013.
A total of 244 million fully paid ordinary shares in the capital of the Company have
been issued to investors at an issue price of $0.012 per share to raise a total of
$2.928 million before costs (Placement), as per the attached Appendix 3B.
Funds raised will be used primarily for ongoing drilling at the Company’s Mofe
Creek Iron Ore project in Liberia, metallurgical testwork, working capital and the
initiation of a Scoping Study for the project.
The Placement was strongly supported by both existing and new investors and
reflects the quality of the Company’s Mofe Creek Iron Ore Project.
For further information please contact:
Lennard Kolff van Oosterwijk
Managing Director
Tel: +61 7 35102115
Mob: +61 424942589
Disclosure under ASX Listing Rules 7.1A.4(b) and 3.10.5A
In accordance with ASX Listing Rules 7.1A.4(b) and 3.10.5A the Company makes the
following disclosures in respect of the Placement:
(a) The Company issued a total of 244,000,000 fully paid ordinary shares of
which 97,662,904 were issued under Listing Rule 7.1A and the remaining
shares were issued under the Company’s 15% placement capacity under
Listing Rule 7.1.
The securities issued under Listing Rule 7.1A resulted in the following
dilution to existing holders of ordinary securities:
- Number of fully paid ordinary shares on issue prior to this issue of
securities under LR7.1A was 976,629,043.
- Number of fully paid ordinary shares on issue following this issue of
securities under LR7.1A was 1,074,291,947.
- Percentage of voting dilution following this issue is 10%.
(b) The Company elected to make the Placement in preference to a pro-rata
issue to take advantage of the opportunity to introduce new sophisticated
and institutional investors to Tawana’s register at an issue price greater
than that at which a pro-rata issue would have needed to be priced to be
successful. The Placement offered superior certainty and timeliness with a
lower transaction cost than a pro-rata issue, which was necessary to support
the Company’s drilling activities at its Mofe Creek Project in Liberia.
The Company is grateful for the support of its long-term shareholders and
where possible will continue to endeavour to afford those shareholders with
opportunities to participate in future capital raisings.
(c) No underwriting arrangements were entered into.
(d) Canaccord Genuity (Australia) Limited, as lead manager to the Placement,
will be paid a fee of 6% of the total funds raised under the Placement, along
with 10 million options to acquire fully paid ordinary shares in the capital of
the Company, each with an exercise price of 1.8 cents and an expiry date of
3 years from the date of issue.
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 Act.
The Company advises that the Securities issued pursuant to the Placement without
issued 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.
18 October 2013
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
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 244,000,000 Fully Paid Ordinary Shares
be issued (if known) or maximum
number which may be issued
3 Principal terms of the +securities 244,000,000 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 1.2 cents per share
6 Purpose of the issue Funds raised will be used primarily for
(If issued as consideration for the continued drilling at the Company’s Mofe Creek
acquisition of assets, clearly Iron Ore project in Liberia, metallurgical
identify those assets) testwork, the initiation of a scoping study for the
project and working capital.
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 146,337,096 fully paid ordinary shares
without security holder approval
under rule 7.1
6d Number of +securities issued with 97,662,904 fully paid ordinary shares
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 Nil
an exception in rule 7.2
6g If securities issued under rule Issue Price: 1.20 cents per Share
7.1A, was issue price at least 75% 15 day VWAP*: 1.15 cents per Share
of 15 day VWAP as calculated Source: The Company
under rule 7.1A.3? Include the
issue date and both values. *15 day VWAP is calculated with reference to
Include the source of the VWAP the 15 trading days immediately before the date
calculation. upon which the issue price of the Placement
was agreed, being 11 October 2013.
6h If securities were issued under rule N/A – Securities were issued for cash
7.1A for non-cash consideration, consideration.
state date on which valuation of
consideration was released to ASX
Market Announcements
6i Calculate the entity’s remaining 157,260 remaining under LR7.1
issue capacity under rule 7.1 and 0 remaining under LR7.1A
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
7 Dates of entering +securities into 18/10/2013
uncertificated holdings or despatch
of certificates
Number + Class
8 Number and +class of all 1,220,629,043 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
If the securities are +equity securities and the names of the 20 largest holders of the additional
35 + additional securities, and the number and percentage of additional +securities held by those holders
If the securities are equity securities, a distribution schedule of the additional +securities
36 setting out the number of holders in the categories + of the additional
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 +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: 18 October 2013
(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 18/10/2013 146,337,096
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” 146,337,096
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” 146,337,096
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 157,260
[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
18/10/2013 97,662,904
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” 97,662,904
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” 97,662,904
Note: number must be same as shown in
Step 3
Total [“A” x 0.10] – “E” 0
Note: this is the remaining placement
capacity under rule 7.1A
Date: 18/10/2013 10:22:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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