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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 Fully Paid Ordinary Shares
or to be issued
2 Number of +securities 13,871,344 Fully Paid Ordinary Shares
issued or to be issued (if
known) or maximum number
which may be issued
3 Principal terms of the 13,871,344 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 2.5 cents per share
6 Purpose of the issue Shares were issued pursuant to the Share
Purchase Plan offer to existing shareholders
(If issued as consideration for which was announced on 8 April 2014 and closed
the acquisition of assets, on 6 May 2014.
clearly identify those assets)
6a Is the entity an +eligible Yes
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 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 Nil
with security holder approval
under rule 7.3, or another
specific security holder
approval (specify date of
meeting)
6f Number of securities issued 13,871,344
under 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 N/A
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 108,925,462 remaining under LR7.1
remaining issue capacity 1,387,134 remaining under LR7.1A
under rule 7.1 and rule 7.1A
– complete Annexure 1 and
release to ASX Market
Announcements
7 Dates of entering +securities 13 May 2014
into uncertificated holdings or
despatch of certificates
Number +Class
8 Number and +class of all 1,465,250,387 Ordinary Fully Paid
+securities quoted on ASX Shares
(including the securities in
section 2 if applicable)
9 Number and +class of all 5,000,000 Options (5c, 9 Sept 2014)
+securities not quoted on 1,250,000 Options (5c, 10 Nov 2015)
ASX (including the securities 28,500,000 Options (3.6c, 30 April 2015)
in section 2 if applicable)
10,000,000 Options (1.8c, 12 Dec 2016)
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)
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?
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) 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: 13 May 2014
(Company secretary)
Print name: Winton Willesee
13 May 2014
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
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 926,629,043
securities 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
18/12/2013 5,000,000
exception in rule 7.2
6/03/2014 25,750,000
- Number of fully paid ordinary securities
issued in that 12 month period with 13/05/2014 13,871,344
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” 1,265,250,387
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 189,787,558
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
12/02/2014 6,000,000
not counting those issued:
14/04/2014 74,862,096
- 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” 80,862,096
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
189,787,558
Note: number must be same as shown in
Step 2
Subtract “C”
80,862,096
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 108,925,462
[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” 1,265,250,387
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 0.10 126,525,038
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
14/04/2014 125,137,904
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” 125,137,904
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10 126,525,038
Note: number must be same as shown in
Step 2
Subtract “E” 125,137,904
Note: number must be same as shown in
Step 3
Total [“A” x 0.10] – “E” 1,387,134
Note: this is the remaining placement
capacity under rule 7.1A
Date: 13/05/2014 10:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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