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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”)
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 Director Options
be issued
2 Number of +securities issued or 1,500,000
to be issued (if known) or
maximum number which may be
issued
3 Principal terms of the +securities Director Options (ex. $0.20, exp. 15 June 2020)
(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 No
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 Nil
6 Purpose of the issue N/A
(If issued as consideration for the
acquisition of assets, clearly
identify those assets)
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 7.1A, N/A
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 16 June 2017
uncertificated holdings or despatch
of certificates
Number +Class
8 Number and +class of all +securities 442,117,700 Ordinary Fully Paid Shares
quoted on ASX (including the
securities in section 2 if applicable)
Number +Class
9 Number and +class of all +securities 550,000 Class F Incentive Options
not quoted on ASX (including the ($0.178, 26 May 2018)
securities in section 2 if applicable) 2,500,000 Class G Placement Options
($0.035, 15 June 2018)
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)
Director Options
1,500,000 ($0.20, 15 June 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 required? N/A
12 Is the issue renounceable or non- N/A
renounceable?
13 Ratio in which the +securities will be N/A
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 +security N/A
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 of N/A
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
+securities
37
A copy of any trust deed for the additional
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: 19 June 2017
(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 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 19,620,000 (ratified and approved at
period under an exception in rule 7.2 shareholder meeting dated 23 August 2016
)
• Number of fully paid ordinary
securities issued in that 12 month 90,380,000 (approved at shareholder
period with shareholder approval meeting dated 23 August 2016)
• Number of partly paid ordinary 1,000,000 Options (exercise of options on
securities that became fully paid in 24 November 2016)
that 12 month period
29,628,825 (ratified at shareholder meeting
Note: dated 23 December 2016)
• 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
20 June 2017
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Date: 20/06/2017 09:07:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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