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Section 708 Notice - Issue of ordinary shares
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”)
Section 708 Notice
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 and
options to acquire 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.
The Company does note the ongoing resource drilling program at its Mofe Creek project
most recently referred to in its announcements to the ASX of 20 November 2013 and 3
December 2013. The Company will continue to provide updates on its progress as material
information becomes available.
For further information:
Winton Willesee
Joint Company Secretary
Tawana Resources NL
18 December 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 Class A Performance Options
to be issued Class B Performance Options
Class C Performance Options
Class A Incentive Options
Class B Incentive Options
Placement Options (1.8 cents, 12 Dec 2016)
Fully Paid Ordinary Shares
2 Number of +securities issued 10 million Class A Performance Options
or to be issued (if known) or 10 million Class B Performance Options
maximum number which may 10 million Class C Performance Options
be issued 31.5 million Class A Incentive Options
10 million Class B Incentive Options
10 million Placement Options (1.8c, 12 Dec 2016)
5 million Fully Paid Ordinary Shares
3 Principal terms of the The terms and conditions for each class of
+securities (eg, if options, performance options, incentive options and the
exercise price and expiry date; Placement Options are outlined in the Explanatory
if partly paid +securities, the Statement accompanying the Notice of General
Meeting as announced to the ASX on 7
amount outstanding and due
November 2013.
dates for payment; if
+convertible securities, the
conversion price and dates for
conversion)
4 Do the +securities rank equally Performance Options
in all respects from the date of No – each class of the performance options
allotment with an existing +class represents a new class of security.
of quoted +securities?
Incentive Options
No – each class of the incentive options
If the additional securities do represents a new class of security.
not rank equally, please state:
- the date from which they do Placement Options
- the extent to which they No – the Placement Options represent a new
participate for the next class of security.
dividend, (in the case of a
trust, distribution) or Fully Paid Ordinary Shares
interest payment Yes.
- the extent to which they do
not rank equally, other than Shares issued upon the exercise of the
in relation to the next performance options, incentive options and
dividend, distribution or placement options will rank equally with existing
fully paid ordinary shares.
interest payment
5 Issue price or consideration Performance options, incentive options and
Placement Options were issued for nil cash
consideration.
5 million fully paid ordinary shares were issued at
1.2 cents each, being the same terms as the
recent capital raising completed by the Company
in October 2013.
6 Purpose of the issue Performance options and incentive options were
(If issued as consideration for issued for nil consideration in connection with the
the acquisition of assets, clearly remuneration of the Company’s directors and
identify those assets) other management personnel.
Placement Options were issued as part
consideration for services provided by the Lead
Manager of the capital raising that was
completed in October 2013.
Funds raised from the issue of fully paid ordinary
shares will be used to advance the Company’s
Mofe Creek iron ore project through continued
drilling, metallurgical testwork and the initiation of
a scoping study.
6a Is the entity an +eligible entity Yes
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 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 Nil
with security holder approval
under rule 7.1A
6e Number of +securities issued 10 million Placement Options
with security holder approval 3 million Class A Incentive Options
under rule 7.3, or another
specific security holder approval Approved at the general meeting of shareholders
(specify date of meeting) held on 12 December 2013.
6f Number of securities issued 10 million Class A Performance Options
under an exception in rule 7.2 10 million Class B Performance Options
10 million Class C Performance Options
28.5 million Class A Incentive Options
10 million Class B Incentive Options
5 million Fully Paid Ordinary Shares
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 N/A
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 183,844,356 remaining under LR7.1
issue capacity under rule 7.1 and 122,562,904 remaining under LR7.1A
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
7 Dates of entering +securities 18/12/2013
into uncertificated holdings or
despatch of certificates
Number +Class
8 Number and +class of all 1,225,629,043 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 25,000,000 Options (1c, 8 Mar 2014)
section 2 if applicable) 5,000,000 Options (5c, 9 Sept 2014)
1,250,000 Options (5c, 10 Nov 2015)
28,500,000 Options (3.6c, 30 April 2015)
10,000,000 Class A Performance Options
10,000,000 Class B Performance Options
10,000,000 Class C Performance Options
31,500,000 Class A Incentive Options
10,000,000 Class B Incentive Options
10,000,000 Options (1.8c, 12 Dec 2016)
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 the securities are equity securities the names of the 20 largest holders of the additional securities
and thne number and precentage of additional securities held by those holders
36 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: 18 December 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: 25/02/2013 50,000,000
• Number of fully paid ordinary securities 13/08/2013 50,000,000
issued in that 12 month period under an
18/10/2013 244,000,000
exception in rule 7.2
18/12/2013 5,000,000
• 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” 1,225,629,043
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 183,844,356
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 0.15 183,844,356
Note: number must be same as shown in
Step 2
Subtract “C” 0
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 183,844,356
[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” 1,225,629,043
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 0.10 122,562,904
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 0.10 122,562,904
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” 122,562,904
Note: this is the remaining placement
capacity under rule 7.1A
Date: 18/12/2013 10:26:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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