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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”)
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 to Fully Paid Ordinary Shares
be issued
2 Number of +securities issued or 24,100,000
to be issued (if known) or
maximum number which may be
issued
3 Principal terms of the +securities Fully Paid Ordinary Shares
(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 in
all respects from the date of Yes
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 $0.25 per share
6 Purpose of the issue (a) The funds will primarily be used to advance
(If issued as consideration for the the Bald Hill Lithium and Tantalum Project
acquisition of assets, clearly in order to meet the projected start of
identify those assets) commissioning in late 2017 and for working
capital. In particular, the funds will be used
to complete resource drilling, ordering long
lead capital items, complete detailed design
and commence engineering on the DMS
circuit, civil works, earthworks, mechanical
and electrical works, mobilisation of
engineers, site establishment and associated
project works.
6a Is the entity an +eligible entity that No
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 N/A
without security holder approval
under rule 7.1
6d Number of +securities issued with N/A
security holder approval under rule
7.1A
6e Number of +securities issued with N/A
security holder approval under rule
7.3, or another specific security
holder approval (specify date of
meeting)
6f Number of securities issued under N/A
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 rule N/A
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 – 66,317,655
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 into 08 May 2017
uncertificated holdings or despatch
of certificates
Number +Class
8 Number and +class of all 442,117,700 Ordinary Fully Paid
+securities quoted on ASX Shares
(including the securities in section
2 if applicable)
Number +Class
9 Number and +classof all 550,000 Class F Incentive Options
+securities not quoted on ASX ($0.178, 26 May 2018)
(including the securities in section 2,500,000 Class G Placement Options
($0.035, 15 June 2018)
2 if applicable) 3,000,000 Class H Incentive Options
($0.06, 30 June 2019)
2,000,000 Class I Incentive Options
($0.06, 30 June 2019)
2,625,000 Class J Incentive Options
($0.13, 7 January 2020)
500,000 Class K Incentive Options
($0.16, 1 March 2019)
1,500,000 Class L Incentive Options
($0.16, 15 March 2020)
750,000 Class M Incentive Options
($0.18, 8 May 2020)
500,000 Class N Incentive Options
($0.23, 27 March 2020)
3,000,000 Class O Corporate Advisor Options,
($0.20, 12 April 2020)
3,000,000 Class P Corporate Advisor Options
($0.25, 12 April 2020)
Class Q Corporate Advisor Options
3,000,000 ($0.30, 12 April 2020)
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 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 registers N/A
(or subregisters) be aggregated for
calculating entitlements?
17 Policy for deciding entitlements in N/A
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 or N/A
commission
22 Names of any brokers to the issue N/A
23 Fee or commission payable to the N/A
broker to the issue
24 Amount of any handling fee payable N/A
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, and N/A
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 their N/A
entitlements in full through a
broker?
31 How do +security holders sell part N/A
of their entitlements through a
broker and accept for the balance?
32 How do +security holders dispose of N/A
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) - 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: 9 June 2017
(Company secretary)
Print name: Michael Naylor
09 June 2017
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 108,169,409
securities on issue 12 months before date
of issue or agreement to issue
Add the following: 39,356,093 (Rights Issue shortfall 16 June
2016)
• Number of fully paid ordinary securities
issued in that 12 month period under 19,620,000 (ratified and approved at
an exception in rule 7.2 shareholder meeting dated 23 August 2016 )
• Number of fully paid ordinary securities 90,380,000 (approved at shareholder
issued in that 12 month period with meeting dated 23 August 2016)
shareholder approval
1,000,000 Options (exercise of options on 24
• Number of partly paid ordinary November 2016)
securities that became fully paid in that
12 month period 29,628,825 (ratified at shareholder meeting
dated 23 December 2016)
Note:
• Include only ordinary securities here – 5,000,000 (ratified at shareholder meeting
other classes of equity securities dated 23 December 2016)
cannot be added
• Include here (if applicable) the 27,200,175 (approved at shareholder
securities the subject of the Appendix meeting dated 23 December 2016)
3B to which this form is annexed
• It may be useful to set out issues of 50,000,000 (approved at shareholder
securities on different dates as meeting dated 23 December 2016)
separate line items
3,171,000 (approved at shareholder meeting
dated 23 December 2016)
7,092,198 Shares (ratified at shareholder
meeting dated 23 May 2017)
1,500,000 Shares (ratified at shareholder
meeting dated 23 May 2017)
35,900,000 (ratified at shareholder meeting
dated 6 June 2017)
24,100,000 (approved at shareholder
meeting dated 6 June 2017)
Subtract the number of fully paid ordinary -
securities cancelled during that 12 month
period
“A” 442,117,700
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 66,317,655
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:
• 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” -
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 66,317,655
Note: number must be same as shown in
Step 2
Subtract “C” -
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 66,317,655
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
Date: 09/06/2017 09:36:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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