Wrap Text
Completion of rights issue shortfall and appendix 3B
Tawana Resources NL
(Incorporated in Australia)
(Registration number ACN 085 166 721)
Share code on the JSE Limited: TAW
JSE ISIN: AU0000TAWDA9
Share code on the Australian Securities Exchange Limited: TAW
ASX ISIN: AU000000TAW7
(“the Company” or “Tawana”)
Completion of Rights Issue Shortfall
Tawana Resources NL advises that the Company has issued 39,356,093 fully paid
ordinary shares from the recent Rights Issue (refer ASX announcement 1 June
2016) (Shortfall Shares).
In addition the Company has issued 2,500,000 options at an exercise price of
$0.035 (133% premium to the rights issue price) (Placement Options) to the
mandated manager who was engaged by the Board of Directors to assist with
placement of the Shortfall Shares. No cash fees were paid as part of this
engagement.
The Company raised $1,106,441 (before costs) as a result of the rights issue.
Refer to the appendix 3B attached.
For further information, contact:
Michael Naylor
Executive Director
Ph: +61 8 9489 2600
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 (a) Fully Paid Ordinary Shares
or to be issued (b) Class G Placement Options
2 Number of +securities issued (a) 39,356,093 Ordinary Shares. These are
or to be issued (if known) or the shortfall shares from the 1 for 1 Non-
maximum number which may Renounceable Rights Issue announced to
be issued ASX on 4 May 2016.
(b) 2,500,000 Class G Placement Options
3 Principal terms of the (a) Fully Paid Ordinary Shares
+securities (eg, if options, (b) Class G Placement Options, exercise
exercise price and expiry price $0.035, expiry 14 June 2018.
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 (a) Yes
in all respects from the date of (b) No, the placement options represent a
allotment with an existing +class new class of security
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 (a) $0.015
(b) The Placement Options were issued for
nil cash consideration.
6 Purpose of the issue (a) The primary use of the funds will be used
(If issued as consideration for to maintain the Mofe Creek Iron Ore
the acquisition of assets, clearly Project and associated Liberian
identify those assets) administration costs, assessing potential
acquisition costs, administration and
working capital.
(b) Placement Options were issued as full
consideration for services provided by the
mandated Manager to place the shortfall
shares as a result of the 1 for 1 Non-
Renounceable Rights Issue announced
to ASX on 4 May 2016.
6a Is the entity an +eligible entity No
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 N/A
resolution under rule 7.1A was
passed
6c Number of +securities issued 2,500,000 Class G Placement Options
without security holder approval
under rule 7.1
6d Number of +securities issued N/A
with security holder approval
under rule 7.1A
6e Number of +securities issued N/A
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)
6f Number of securities issued 39,356,093 ordinary fully paid 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
7.1 – 19,628,825
issue capacity under rule 7.1
and rule 7.1A – complete 7.1A - N/A
Annexure 1 and release to ASX
Market Announcements
7 Dates of entering +securities 16 June 2016
into uncertificated holdings or
despatch of certificates
Number +Class
8 Number and +class of all 147,525,502 Ordinary Fully Paid
+securities quoted on ASX Shares
(including the securities in
section 2 if applicable)
Number +Class
9 Number and +class of all 500,000 Options ($0.36, 12 Dec 2016)
+securities not quoted on ASX
75,000 Class A Incentive Options
(including the securities in
($0.30, 12 Dec 2016)
section 2 if applicable)
550,000 Class F Incentive Options
($0.178, 26 May 2018)
2,500,000 Class G Placement Options ($0.035,
15 June 2018)
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 N/A
required?
12 Is the issue renounceable or N/A
non-renounceable?
13 Ratio in which the +securities will N/A
be offered
14 +Class of +securities to which the N/A
offer relates
15 +Record date to determine N/A
entitlements
16 Will holdings on different N/A
registers (or subregisters) be
aggregated for calculating
entitlements?
17 Policy for deciding entitlements N/A
in relation to fractions
18 Names of countries in which the N/A
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 N/A
acceptances or renunciations
20 Names of any underwriters N/A
21 Amount of any underwriting fee N/A
or commission
22 Names of any brokers to the N/A
issue
23 Fee or commission payable to N/A
the broker to the issue
24 Amount of any handling fee N/A
payable to brokers who lodge
acceptances or renunciations on
behalf of +security holders
25 If the issue is contingent on N/A
+security holders’ approval, the
date of the meeting
26 Date entitlement and N/A
acceptance form and prospectus
or Product Disclosure Statement
will be sent to persons entitled
27 If the entity has issued options, N/A
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 N/A
applicable)
29 Date rights trading will end (if N/A
applicable)
30 How do +security holders sell N/A
their entitlements in full through
a broker?
31 How do +security holders sell N/A
part of their entitlements through
a broker and accept for the
balance?
32 How do +security holders N/A
dispose of their entitlements
(except by sale through a
broker)?
33 +Issue date N/A
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) xx 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 +Quotationof 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: 16 June 2016
(Company secretary)
Print name: Michael Naylor
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 73,762,751
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 34,406,658 (Rights Issue 3 June 2016)
issued in that 12 month period under an
exception in rule 7.2 39,356,093 (Rights Issue Shortfall 16 June
2016)
• 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” 147,525,502
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 22,128,825
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 2,500,000 options (16 June 2016)
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” 2,500,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 22,128,825
Note: number must be same as shown in
Step 2
Subtract “C” 2,500,000
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 19,628,825
[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” Not Applicable
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
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
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” Note: this is the remaining placement
capacity under rule 7.1A
17 June 2016
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Date: 17/06/2016 09:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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