Wrap Text
Cleansing Notice 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 Stock Exchange Limited: TAW
ASX ISIN: AU000000TAW7
(“the Company” or “Tawana”)
CLEANSING NOTICE AND APPENDIX 3B
Further to the ASX announcement of 11 July 2016, Tawana Resources NL (“Tawana” or the
“Company”) is pleased to announce that tranche 1 of the capital raising has been completed
and 19,620,000 ordinary shares at an issue price $0.025 per share were issued today to
sophisticated investors.
Tranche 2 of 50,400,000 shares at an issue price of $0.025 per share is subject to
shareholder approval on 23 August 2016 as outlined in the Notice of General Meeting
announced on 21 July 2016.
The funds raised will be used to advance exploration on its recently acquired Mt Belches
Lithium Projects (also subject to shareholder approval).
With reference to the 19,600,000 shares issued today, in accordance with section 708A(6) of
the Corporations Act 2001 (Cth) (Corporations Act), the Company gives notice under
paragraph 708A(5)(e) that
1. The shares were issued under a placement without disclosure to investors under
Part 6D.2 of the Corporations Act.
2. As at the date of this notice:
a. The Company has complied with the provisions of Chapter 2M of the
Corporations Act as it applies to the Company;
b. The Company has complied with section 674 of the Corporations Act; and
c. There is no excluded information within the meaning of sections 708A(7) and
708A(8) of the Corporations Act which is required to be disclosed under section
708A(6)(e) of the Corporations Act.
d.
For and on behalf of the Board
Michael Naylor
Director and Company Secretary
22 July 2016
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
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 Fully Paid Ordinary Shares
to be issued
2 Number of +securities issued 19,620,000
or to be issued (if known) or
maximum number which may
be issued
3 Principal terms of the 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 equally Yes
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 $0.025 per share ($490,500)
6 Purpose of the issue As announced on 11 July 2016, the funds will be used
(If issued as consideration for to advance exploration on its recently acquired Mt
the acquisition of assets, clearly Belches Lithium Projects.
identify those assets)
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 19,620,000
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 NA
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)
6f Number of securities issued N/A
under an exception in rule 7.2
6g If securities issued under rule N/A
7.1A, was issue price at least 75percent
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 – 28,825
issue capacity under rule 7.1 and 7.1A - N/A
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
7 Dates of entering +securities 22 July 2016
into uncertificated holdings or
despatch of certificates
Number +Class
8 Number and +class of all 167,145,502 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
($0.30, 12 Dec 2016)
(including the securities in
550,000 Class F Incentive Options
section 2 if applicable) ($0.178, 26 May 2018)
2,500,000 Class G Placement Options ($0.035,
15 June 2018)
3,000,000 Class H Incentive Options ($0.06, 30
June 2019)
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 non- N/A
renounceable
13 Ratio in which the +securities
N/A
will be offered
14 +Class of +securities to which the N/A
offer relates
15 +Record date to determine
entitlements N/A
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 the N/A
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 acceptance N/A
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 dispose N/A
of their entitlements (except by
sale through a broker)
33 +Despatch 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) - 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
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: 22 July 2015
(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 percent 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:
34,406,658 (Rights Issue 3 June 2016)
- Number of fully paid ordinary securities
issued in that 12 month period under an 39,356,093 (Rights Issue Shortfall 16 June 2016)
exception in rule 7.2
- 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 15percent 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: 19 600 000 fully paid ordinary shares (22
July 2016)
- 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” 22 100 000
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” 22,100,000
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 28,825
[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 10percent 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
Date: 22/07/2016 01:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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