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TAWANA RESOURCES NL - Appendix 3B and Section 708 Notice

Release Date: 27/07/2012 12:00:00      Code(s): TAW
Appendix 3B and Section 708 Notice

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”)



Appendix 3B and Section 708 Notice


Tawana Resources NL (ASX: TAW) - Secondary Trading Notice Pursuant To Section 708A(5)(E) Of The
Corporations Act 2001

The Company gives this notice pursuant to section 708A(5)(e) of the Corporations Act 2001 (Cth) (“Act”).

The Company has issued ordinary fully paid shares in the capital of the Company (“Securities”) as per the
Appendix 3B lodged with the ASX today.

The Company advises that the Securities were issued without disclosure to investors under Part 6D.2 of the
Act. The Company, as at the date of this notice, has complied with:

    (a)     the provisions of Chapter 2M of the Act as they apply to the Company; and

    (b)     section 674 of the Act.

As at the date of this notice there is no information that is excluded information for the purposes of sections
708A(7) and (8) of the Act.



For further information:
Winton Willesee
Joint Company Secretary
Tawana Resources NL

Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd


27 July 2012
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 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 issued or to be               Fully Paid Ordinary Shares
         issued


 2       Number of +securities issued or to                    20,000,000 Fully Paid Ordinary Shares
         be issued (if known) or maximum
         number which may be issued


 3       Principal terms of the +securities                    20,000,000 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    Yes
    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              20,000,000 Options Exercised (1.0c, 31 July 2012)


6   Purpose of the issue                      Exercise of options
    (If issued as consideration for the
    acquisition of assets, clearly identify
    those assets)


7   Dates of entering +securities into        27/07/2012
    uncertificated holdings or despatch
    of certificates


                                              Number        +   Class
8   Number and   +class  of all+securities    876,629,043   Ordinary Fully Paid Shares
    quoted on ASX (including the
    securities in clause 2 if applicable)




                                              Number        +   Class
9    Number and    +classof all
     +securities not quoted on ASX            6,750,000     Options (10c, 17 Jan 2014)
     (including the securities in clause
                                              6,000,000     Options (10c, 17 Jan 2013)
     2 if applicable)

                                              6,750,000     Options (7c, 17 Jan 2013)

                                              50,000,000    Options (1c, 23 Feb 2013)

                                              50,000,000    Options (1c, 30 July 2013)

                                              5,000,000     Options (3c, 9 Sept 2012)

                                              25,000,000    Options (1c, 8 Mar 2014)
                                                      5,000,000    Options (5c, 9 Sept 2014)

                                                      1,250,000    Options (3c, 10 Nov 2013)

                                                      1,250,000    Options (5c, 10 Nov 2015)

                                                      28,500,000   Options (3.6c, 30 April 2015)


 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?


 12   Is the issue renounceable or non-
      renounceable?

 13   Ratio in which the +securities will
      be offered

 14   +Class  of +securities to which the
      offer relates

 15   +Record  date to determine
      entitlements

 16   Will holdings on different registers
      (or subregisters) be aggregated for
      calculating entitlements?

 17   Policy for deciding entitlements in
      relation to fractions


 18   Names of countries in which 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
      acceptances or renunciations

 20   Names of any underwriters



 21   Amount of any underwriting fee or
      commission
 22      Names of any brokers to the issue



 23      Fee or commission payable to the
         broker to the issue

 24      Amount of any handling fee
         payable to brokers who lodge
         acceptances or renunciations on
         behalf of +security holders

 25      If the issue is contingent on
         +security holders’ approval, the date

         of the meeting

 26      Date entitlement and acceptance
         form and prospectus or Product
         Disclosure Statement will be sent to
         persons entitled

 27      If the entity has issued 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 begin (if
         applicable)

 29      Date rights trading will end (if
         applicable)

 30      How do +security holders sell their
         entitlements in full through a
         broker?

 31      How do +security holders sell part
         of their entitlements through a
         broker and accept for the balance?

 32      How do +security holders dispose
         of their entitlements (except by sale
         through a broker)?

 33      +Despatch   date




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     +   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 an
                    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: 27 July 2012
              (Joint Company Secretary)

Print name: Winton Willesee
         == == == == ==

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