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Section 708 Notice 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”)
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
(“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 or to be issued Fully Paid Ordinary Shares
2 Number of +securities issued or to be issued 25,750,000 Fully Paid Ordinary
(if known) or maximum number which may Shares
be issued
3 Principal terms of the +securities 25,750,000 Fully Paid
(eg, if options, exercise price and expiry date; Ordinary shares
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 all respects Yes
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 25,000,000 Shares issued at 1c
each upon the exercise of
25,000,000 Options (1c, 8 Mar
2014).
750,000 Shares issued at 1.5c each
upon the exercise of 750,000 Class
A Incentive Options (1.5c, 12 Dec
2016).
6 Purpose of the issue Exercise Options
(If issued as consideration for the acquisition
of assets, clearly identify those assets)
6a Is the entity an +eligible entity that has Yes
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 31 May 2013
rule 7.1A was passed
6c Number of +securities issued without security Nil
holder approval under rule 7.1
6d Number of +securities issued with security Nil
holder approval under rule 7.1A
6e Number of +securities issued with security Nil
holder approval under rule 7.3, or another
specific security holder approval
(specify date of meeting)
6f Number of securities issued under an 25 750 000
exception in rule 7.2
6g If securities issued under rule 7.1A, N/A
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 N/A
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 181,706,856 remaining under LR7.1
under rule 7.1 and rule 7.1A – complete 125,137,904 remaining under
Annexure 1 and release to ASX Market LR7.1A
Announcements
7 Dates of entering +securities into 6 March 2014
uncertificated holdings or despatch
of certificates
Number +Class
8 Number and +class of all +securities 1,251,379,043 Ordinary Fully Paid shares
quoted on ASX (including the securities
in section 2 if applicable)
Number +Class
9 Number and +class of all +securities 5 000 000 Option (5c, 9 Sept 2014)
not quoted on ASX (including the 1 250 000 Option (5c, 10 Nov 2014)
securities in section 2 if applicable) 28 500 000 Option (3.6c, 30 April 2014)
10,000,000 Option (1.8c, 12 Dec 2015)
10,000,000 Class A Performance Options
10,000,000 Class B Performance Options
10 000 000 Class C Performance Options
30,750,000 Class A incentive Options
(1.5c, 12 Dec 2016)
10,000,000 Class B Incentive Options
(4.6c, 12 Dec 2016)
1,000,000 Class C Incentive Options
(3.9c, 20 Jan 2017)
5,000,000 Class D Incentive Options
(4.2c, 7 Feb 2017)
10 Dividend policy (in the case of a Unchanged
trust, distribution policy) on the
increased capital (interests)
Unchanged
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: 6 March 2014
(Company secretary)
Print name: Winton Willesee
Sponsor
PricewaterhouseCoopers (Proprietary) Limited
6 March 2014
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 926,629,043
on issue 12 months before date of issue or
agreement to issue
Add the following: 13/08/2013 50 000 000
• Number of fully paid ordinary securities 18/10/2013 244 000 000
issued in that 12 month period under an
exception in rule 7.2 18/12/2013 5 000 000
• Number of fully paid ordinary securities 6/03/2014 25 750 000
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” 1,251,379,043
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 187,706,856
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:
12/02/2014 6 000 000
• 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” 6,000,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement
capacity under rule 7.1
“A” x 0.15 187,706,856
Note: number must be same as shown in
Step 2
Subtract “C” 6,000,000
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 181,706,856
[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” 1,251,379,043
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 0.10 125,137,904
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 0.10 125,137,904
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” 125,137,904
Note: this is the remaining placement
capacity under rule 7.1A
Date: 06/03/2014 02:19:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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