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Section 708 Notice
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 fully paid ordinary 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.
For further information:
Winton Willesee
Joint Company Secretary
Tawana Resources NL
31 July 2014
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 (i) Fully Paid Ordinary Shares
or to be issued (ii) Class E Incentive Options (3.2 cents, 2
Jun 2017)
2 Number of +securities (i) 10 million Fully Paid Ordinary Shares
issued or to be issued (if (ii) 5 million Class E Incentive Options (3.2
known) or maximum number cents, 2 Jun 2017)
which may be issued
3 Principal terms of the (i) Fully Paid Ordinary Shares
+securities (eg, if options, (ii) Terms and conditions of the Class E
exercise price and expiry Incentive Options are attached.
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 (i) Yes.
in all respects from the date of (ii) No – the Class E Incentive Options
allotment with an existing represent a new class of security.
+class of quoted +securities?
Shares issued upon the exercise of the
If the additional securities do
not rank equally, please state: incentive options will rank equally with
* the date from which they do existing fully paid ordinary shares.
* 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 (i) $0.0001 per fully paid ordinary share
upon the exercise of 10,000,000 Class A
Performance Options.
(ii) Incentive Options were issued for nil
cash consideration as part of the
remuneration package offered to a
Company employee.
6 Purpose of the issue (i) Shares issued upon the exercise of
(If issued as consideration for 10,000,000 Class A Performance
the acquisition of assets, clearly Options which were approved by
identify those assets) Shareholders at the General Meeting
held on 12 December 2013 and which
vested on 22 July 2014.
(ii) Incentive Options were issued as part of
the remuneration package offered to a
Company employee.
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 27 May 2014
resolution under rule 7.1A was
passed
6c Number of +securities issued 5 million Class E Incentive Options (3.2 cents, 2
without security holder approval Jun 2017)
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 10,000,000 Fully Paid Ordinary Shares
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 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 216,287,558 remaining under LR7.1
issue capacity under rule 7.1
and rule 7.1A – complete 147,525,039 remaining under LR7.1A
Annexure 1 and release to ASX
Market Announcements
7 Dates of entering +securities 31/07/2014
into uncertificated holdings or
despatch of certificates
Number +Class
8 Number and +class of all 1,475,250,387 Ordinary Fully Paid
+securities quoted on ASX Shares
(including the securities in
section 2 if applicable)
Number +Class
9 Number and +class of all 5,000,000 Options (5c, 9 Sept 2014)
+securities not quoted on ASX 1,250,000 Options (5c, 10 Nov 2015)
(including the securities in 28,500,00 Options (3.6c, 30 April 2015)
section 2 if applicable) 0 Options (1.8c, 12 Dec 2016)
10,000,00 Class B Performance Options
0
Class C Performance Options
10,000,00
Class A Incentive Options
0
(1.5c, 12 Dec 2016)
10,000,00
0 Class B Incentive Options
30,750,00 (4.6c, 12 Dec 2016)
0 Class C Incentive Options
(3.9c, 20 Jan 2017)
10,000,00 Class E Incentive Options
0 (3.2c, 2 June 2017)
1,000,000
5,000,000
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) 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: 31 July 2014
(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 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 14/04/2014 200,000,000
shareholder approval
13/05/2014 13,871,344
• Number of partly paid ordinary
31/07/2014 10,000,000
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” 1,475,250,387
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 221,287,558
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
not counting those issued:
31/07/2014 5,000,000
• 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” 5,000,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity
under rule 7.1
“A” x 0.15 221,287,558
Note: number must be same as shown in
Step 2
Subtract “C” 5,000,000
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 216,287,558
[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” 1,475,250,387
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 0.10 147,525,039
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 0.10 147,525,039
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” 147,525,039
Note: this is the remaining placement
capacity under rule 7.1A
Terms & Conditions
Class E Incentive Options
1. General
1.1 No monies will be payable for the issue of the Incentive Options.
1.2 Each Incentive Option shall carry the right, subject to any Shareholder approval
required under the Corporations Act or the Listing Rules, to subscribe for one fully
paid ordinary share in the capital of the Company (Share).
1.3 Subject to these terms, the Incentive Options will automatically vest upon the
completion of two consecutive years of full time employment with the Company
(Vesting Date) and are exercisable at any time after the Vesting Date until 2 June
2017 (Expiry Date).
1.4 The Options are forfeited if the Incentive Optionholder’s employment with the
Company ceases prior to the Options vesting.
1.5 Incentive Options may be exercised in whole or in part in parcels. An exercise of only
some Incentive Options shall not affect the rights of the party holding the Option
(Incentive Optionholder) to the balance of the Incentive Options held by the
Incentive Optionholder.
1.6 The exercise price of each Class E Incentive Option will be 135% of the 5 day VWAP
of Shares traded on the ASX as at 2 June 2014, being 3.2 cents (Exercise Price).
1.7 The Exercise Price for the Incentive Options shall be payable in full on exercise of
those Incentive Options.
1.8 Incentive Options are only exercisable by the delivery to the registered office of the
Company of a notice in writing. The notice must specify the number of Incentive
Options being exercised and must be accompanied by:
(a) the option certificate for those Incentive Options for cancellation by the
Company; and
(b) payment of the Exercise Price for each Share to be issued on exercise of the
Incentive Options specified in the notice.
The notice is only effective (and only becomes effective) when the Company has
received value for the full amount of the Exercise Price (for example, if the Exercise
Price is paid by cheque, by clearance of that cheque) by the Expiry Date.
1.9 The Company shall allot the resultant Shares and deliver the holding statements
within 10 Business Days of the exercise of the Incentive Options.
1.10 Incentive Options may be exercised into Shares to be held in the name of the
Incentive Optionholder's nominee.
1.11 The Incentive Options are transferable with Board approval. It is not intended that an
application will be made to ASX for the quotation of the Incentive Options.
1.12 Shares allotted pursuant to an exercise of Incentive Options shall rank, from the date of
allotment, equally with existing Shares of the Company in all respects.
1.13 The Company shall, in accordance with the Listing Rules, make application to have
Shares allotted pursuant to an exercise of Incentive Options listed for official quotation
on the ASX, if the Company is listed on the ASX at the time.
1.14 The Incentive Optionholder is not entitled to participate in any new issue of securities to
existing holders of Shares in the Company unless the Incentive Optionholder
exercises the Incentive Options before the record date for the determination of
entitlements to the new issue of securities and participates as a result of being a
holder of Shares. The Company must give the Incentive Optionholder, in accordance
with the Listing Rules, notice of any new issue of securities before the record date for
determining entitlements to the new issue.
1.15 If there is a bonus share issue (Bonus Issue) to the holders of Shares, the number of
Shares over which an Incentive Option is exercisable will be increased by the number
of Shares which the Incentive Optionholder would have received if the Incentive Option
had been exercised before the record date for the Bonus Issue (Bonus Shares). The
Bonus Shares must be paid up by the Company out of the profits or reserves (as the
case may be) in the same manner as was applied in the Bonus Issue and upon issue
rank pari passu in all respects with the other shares of that class on issue at the date of
issue of the Bonus Shares.
1.16 If there is a pro rata issue (other than a Bonus Issue) to the holders of Shares during
the currency, and prior to the exercise, of any Incentive Options, the Exercise Price of
an Incentive Option and the number of Shares over which the Incentive Options are
exercisable will not be adjusted.
1.17 If, prior to the expiry of any Incentive Options, there is a reorganisation of the issued
capital of the Company, then the rights of the Incentive Optionholder (including the
number of Incentive Options to which each Incentive Optionholder is entitled and the
Exercise Price) is changed to the extent necessary to comply with the Listing Rules
applying to a reorganisation of capital at the time of the reorganisation.
1.18 The Incentive Options will not give any right to participate in dividends until Shares are
allotted pursuant to the exercise of the relevant Incentive Options.
2. Lapse of Incentive Options
2.1 Incentive Options not validly exercised on or before the Expiry Date will automatically
lapse.
2.2 If at any time prior to the Expiry Date an Incentive Optionholder dies, the deceased
Incentive Optionholder's legal personal representative may:
elect to be registered as the new holder of the deceased Incentive
(a) Optionholder's Incentive Options;
(b) whether or not he or she becomes so registered, exercise those Incentive
Options in accordance with and subject to these terms as if he were the
Incentive Optionholder of them; and
(c) if the deceased Incentive Optionholder had already given the Company a
notice of exercise of his or her Incentive Options, pay the Exercise Price in
respect of those Incentive Options.
2.3 Subject to clause 2.4, and notwithstanding that the Board has discretion to waive this
accelerated lapsing provision, in the event that the Incentive Optionholder resigns as an
employee of the Company, or is terminated by the Company for any reason, the
Incentive Options shall lapse 28 days following the resignation or termination.
2.4 Clause 2.3 does not apply if any of the following change of control events occur
subsequent to the grant of the Options but prior to the cessation of the Incentive
Optionholder’s engagement with the Company:
(a) a party acquires a relevant interest in more than 50% of the Shares in the
Company under a scheme of arrangement between the Company and its
creditors or members or any class thereof pursuant to section 411 of the
Corporations Act;
(b) a party acquires a relevant interest in more than 50% of the Company’s
ordinary Shares pursuant to a takeover bid; or
(c) a person or a group of associated persons becomes entitled to sufficient
Shares to give it or them the ability, in general meeting, to replace all or a
majority of the Board and such changes to the Board are implemented.
Should any of the above change of control events occur subsequent to the grant of the Options but
prior to the cessation of the Incentive Optionholder’s engagement with the Company, the Options will
not lapse within 28 days of the date of cessation of the Incentive Optionholder’s engagement with the
Company and the respective Expiry Date referred to in clause 1.3 will apply
Date: 31/07/2014 10:32:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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