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TAW - Tawana - Non-Renounceable Rights Issue

Release Date: 08/12/2009 09:39:08      Code(s): TAW
TAW - Tawana - Non-Renounceable Rights Issue                                    
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")                                                     
8 December 2009                                                                 
Non Renounceable Rights Issue                                                   
Tawana Resources NL (ASX:TAW) (Company) is pleased to announce a 1 for 1 pro-   
rata non-renounceable rights issue of up to 262,331,772 fully paid ordinary     
shares in the capital of the Company (New Shares) at $0.005 (R0.036) per New    
Share to raise a maximum of approximately $1,311,658.86 before costs (Offer).   
New Shares issued under the Offer will rank equally with existing shares on     
issue in the capital of the Company.                                            
The following investors are entitled to participate in the Offer (Eligible      
Participants):                                                                  
1.   Shareholders with a registered address in Australia, New Zealand or South  
    Africa who are registered as a shareholder of the Company at 5.00 pm AEDT   
    (5:00 pm Johannesburg time) on 22 December 2009 (Record Date); and          
2.   The holders of certain convertible notes in the Company,  the terms of     
which provide that the noteholder is entitled to participate in any pro-    
    rata issue of shares by the Company as if the noteholder had converted all  
    of their outstanding notes to shares prior to the record date for such      
    issue.                                                                      
Optionholders are not entitled to participate in the Offer without first        
exercising their options so that the underlying Shares are issued by the Record 
Date.                                                                           
The Offer is underwritten by Cygnet Capital (to a maximum of 224,171,719 New    
Shares) in their continued support for the re-capitalisation of the Company.    
The Offer is being made without a prospectus in accordance with section 708AA of
the Corporations Act (as modified by ASIC Class Order 08/35).  The Company will 
send an Offer Document to Eligible Participants on 29 December 2009.            
Funds raised from the issue of New Shares will be used to provide the Company   
with funding to explore new opportunities and for working capital purposes.     
Key Dates                                                                       
Shares trade `ex` rights on JSE                            15 December 2009     
Shares trade `ex` rights on ASX                            16 December 2009     
Record Date (5.00 pm AEDT for ASX and 5:00 pm              22 December 2009     
Johannesburg time for JSE)                                                      
Opening Date                                               29 December 2009     
Closing Date (5.00 pm AEDT for ASX and 12.00 midday         13 January 2010     
Johannesburg time for JSE)                                                      
Further details on the proposed timetable for the Offer will be set out in the  
Offer Document.                                                                 
Euan Luff                                                                       
Director                                                                        
Tel:  +61 3 9224 1000                                                           
Email:  eluff@wfw.com.au                                                        
Sponsor                                                                         
PricewaterhouseCoopers Corporate Finance (Pty) Ltd                              
ASX requirements                                                                
Appendix 3B                                                                     
New issue announcement,                                                         
application for quotation of additional securities                              
and agreement                                                                   
Rule 2.7, 3.10.3, 3.10.4, 3.10.5                                                
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 1/7/96.  Origin: Appendix 5.  Amended 1/7/98, 1/9/99, 1/7/2000,      
30/9/2001, 11/3/2002, 1/1/2003.                                                 
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       Fully paid ordinary shares to be issued      
      issued or to be issued      under Rights Issue                            
                                                                                

2      Number of +securities       Up to a maximum of 262,331,772 ordinary      
      issued or to be issued (if  fully paid shares (New Shares)                
      known) or maximum number                                                  
which may be issued                                                       
                                                                                
                                                                                
3      Principal terms of the      New Shares will be issued fully paid         
+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     New Shares will rank equally with existing   
      equally in all respects     Shares from the date of allotment             
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              A$0.005 per New Share                        
      consideration                                                             
                                                                                

6      Purpose of the issue        New Shares are issued to raise working       
      (If issued as               capital as noted in the Explanatory           
      consideration for the       Memorandum to the Notice of Meeting of        
acquisition of assets,      shareholders held on 23 November 2009.        
      clearly identify those                                                    
      assets)                                                                   
                                                                                

7      Dates of entering           21 January 2010                              
      +securities into                                                          
      uncertificated holdings or                                                
despatch of certificates                                                  
                                                                                
                                                                                
                                  Number          +Class                        
8      Number and +class of all    479,471,126     Ordinary Fully Paid Shares   
      +securities quoted on ASX                                                 
      (including the securities   13,240,053      Options exercisable at        
      in clause 2 if applicable)                  $0.10 on or before 1st        
April 2011                    
                                                                                
                                                                                
                                  Number         +Class                         
9   Number and +class of all       1,420,000      Options expiring 30           
   +securities not quoted on ASX                 November 2011 exercisable      
   (including the securities in                  at $0.35 each TAWAI (ESOP)     
   clause 2 if applicable)                                                      

                                  6,750,000      Options expiring 17 January    
                                                 2014 exercisable at $0.10      
                                                 each TAWAS                     
4,000,000      Options expiring 18 June       
                                                 2012 exercisable at $0.07      
                                                 each TAWAO                     
                                  6,000,000      Options expiring 17 January    
2013 exercisable at $0.10      
                                                 each TAWAS                     
                                  6,750,000      Options expiring 17 January    
                                                 2013 exercisable at $0.07      
each TAWAS                     
                                  24,920,000     Unlisted Total                 
                                                                                
10  Dividend policy (in the case   Unchanged                                    
of a trust, distribution                                                     
   policy) on the increased                                                     
   capital (interests)                                                          
Part 2  Bonus issue or pro rata issue                                           
11  Is security holder approval    No                                           
   required?                                                                    
                                                                                
                                                                                
12  Is the issue renounceable or   Non-renounceable                             
   non-renounceable?                                                            
                                                                                
13  Ratio in which the             1 share for every 1 share held               
+securities will be offered                                                  
                                                                                
14  +Class of +securities to       Ordinary Fully Paid Shares                   
   which the offer relates                                                      

15  +Record date to determine      22 December 2009                             
   entitlements                                                                 
                                                                                
16  Will holdings on different     N/A                                          
   registers (or subregisters)                                                  
   be aggregated for calculating                                                
   entitlements?                                                                

17  Policy for deciding            Fractions will be rounded up to the          
   entitlements in relation to    nearest whole number                          
   fractions                                                                    

                                                                                
18  Names of countries in which    N/A                                          
   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    13 January 2010                              
   acceptances or renunciations                                                 
                                                                                
20  Names of any underwriters      Cygnet Capital Pty Ltd                       

                                                                                
                                                                                
21  Amount of any underwriting     Underwriting commission of 6% plus GST of    
fee or commission              the amount to be raised by the Offer and      
                                  50 million options as detailed in the         
                                  Explanatory Memorandum to the Notice of       
                                  Meeting of shareholders held on 23            
November 2009.                                
                                                                                
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           29 December 2009                             
   acceptance form and                                                          
   prospectus or Product                                                        
   Disclosure Statement will be                                                 
sent to persons entitled                                                     
                                                                                
27  If the entity has issued       8 December 2009                              
   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       N/A                                          
   begin (if applicable)                                                        
                                                                                
29  Date rights trading will end   N/A                                          
   (if 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  +Despatch date                 21 January 2010                              
                                                                                
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  N/A                              
is sought                                                                    
                                                                                
                                                                                
39  Class of +securities for which quotation   N/A                              
is sought                                                                    
                                                                                
                                                                                
40  Do the +securities rank equally in all     N/A                              
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       N/A                              
   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.                   
         We warrant that if confirmation is required under section 1017F of the 
         Corporations Act in relation to the +securities to be quoted, it has   
been provided 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: 8 December 2009                                                           
    (Company secretary)                                                         
Print name:    Aaron Finlay                                                     
Date: 08/12/2009 09:39:07 Supplied by www.sharenet.co.za                     
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