Go Back Email this Link to a friend


TAWANA RESOURCES NL - Appendix 3B and Section 708 Notice

Release Date: 26/02/2013 10:17:00      Code(s): TAW       PDF(s):  
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

CORPORATE DIRECTORY
Warwick Grigor
Non-Executive Chairman
Len Kolff
Managing Director
Julian Babarczy
Non-Executive Director
Matthew Bowles
Non-Executive Director
Winton Willesee /Aaron Finlay
Joint Company Secretary

FAST FACTS
Issued Shares:926.6m
Market Cap:$15.75m
Cash (Q4 2012):$1.7m

ASX CODE: TAW

COMPANY HIGHLIGHTS
- New West African Gold Frontier
- Experienced Board and Management
- Alliance with Gryphon Minerals

Mofe Creek Iron Ore Project, Liberia
- High grade +60% Fe, 48 km strike
- 25 km to coast, adjacent to rail and port
- Along strike from +50 Mt Bomi Hills DSO project

Sinoe Gold Project, Liberia
- Highly prospective Birimian gold structures on Dugbe shear
- Along strike from Dugbe gold project (3.8 Moz)

Nimba/Lofa Gold Projects, Liberia
- Close proximity to Ity Gold Mine (5 Moz)
- Located on known gold hosting structure

Rakana JV (6.7%), South Africa
- Meletse Iron Ore and Avontuur Manganese JV managed by Aquila Resources

CONTACT DETAILS
Principal & Registered Office:Suite 25, 145 Stirling Highway Nedlands, Western Australia

Email: admin@tawana.com.au
Website: www.tawana.com.au
Phone:     +61 8 9389 3140
Facsimile: +61 8 9389 3199



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
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   Fully Paid Ordinary Shares
      or to be issued


 2    Number of +securities          50,000,000 Fully Paid Ordinary Shares
      issued or to be issued (if
      known) or maximum number
      which may be issued


 3    Principal terms of the         50,000,000 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          Yes
     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

 5   Issue price or consideration     50,000,000 options exercised (1.0c, 23 Feb 2013)

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




 6a  Is the entity an +eligible       No
     entity 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
     resolution under rule 7.1A
     was passed

 6c  Number of +securities issued
     without security holder
     approval under rule 7.1

 6d  Number of +securities issued
     with security holder
     approval under rule 7.1A

 6e  Number of +securities issued
     with security holder
     approval under rule 7.3, or
     another specific security
     holder approval (specify
     date of meeting)

 6f  Number of securities issued
     under an exception in rule
     7.2

 6g  If securities issued under
     rule 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 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 issue capacity
     under rule 7.1 and rule 7.1A
     – complete Annexure 1 and
     release to ASX Market
     Announcements
 7    Dates of entering               25/02/2013
      +securities into
      uncertificated holdings or
      despatch of certificates



                                      Number              +Class
 8    Number and +class of all        926,629,043         Ordinary Fully Paid 
      +securities quoted on ASX                           Shares
      (including the securities in
      section 2 if applicable)

                                      Number        +Class
 9    Number and +class of all         6,750,000     Options (10c, 17 Jan 2014)
      +securities not quoted on
                                      50,000,000     Options (1c, 30 July 2013)
      ASX (including the securities
      in section 2 if applicable)     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    Unchanged
      of a 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)  x    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 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: 26
 February 2013
                           (Director/Company secretary)


 Print name:     Winton Willesee


 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
 securities on issue 12 months before
 date of issue or agreement to issue

 Add the following:
 - Number of fully paid ordinary
   securities issued in that 12 month
   period under an 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”
 Step 2: Calculate 15% of “A”

 “B”                                       0.15
                                          [Note: this value cannot be changed]

 Multiply “A” by 0.15

 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
   ule 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
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”
                                          [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”
 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



26 February 2013

Sponsor
PricewaterhouseCoopers Corporate Finance ( Pty) Ltd

Date: 26/02/2013 10:17:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

                                        
Email this JSE Sens Item to a Friend.

Send e-mail to
© 2019 SHARENET (PTY) Ltd, Cape Town, South Africa
Home     Terms & conditions    Privacy Policy
    Security Notice    Contact Details
Market Statistics are calculated by Sharenet and are therefore not the official JSE Market Statistics. The calculation/derivation may include underlying JSE data.