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TAWANA RESOURCES NL - Appendix 3B- New issue announcement, application for quotation of additional securities and agreement

Release Date: 13/08/2013 10:30:00      Code(s): TAW       PDF(s):  
Appendix 3B- New issue announcement, application for quotation of additional securities and agreement

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
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 to                 50,000,000 Fully Paid Ordinary Shares
           be issued (if known) or maximum
           number which may be issued


 3         Principal terms of the +securities                 50,000,000 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                       Yes
     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 (1c, 30 July
                                                            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 entity that                  Yes
     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                          31 May 2013
     resolution under rule 7.1A was
     passed

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

6d   Number of +securities issued with                     Nil
     security holder approval under rule
     7.1A
6e   Number of +securities issued with                     Nil
     security holder approval under rule
     7.3, or another specific security
     holder approval (specify date of
     meeting)


6f   Number of securities issued under                     50,000,000
     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                     146,494,356 remaining under LR7.1
     issue capacity under rule 7.1 and                    97,662,904 remaining under LR7.1A
     rule 7.1A – complete Annexure 1
     and release to ASX Market
     Announcements

7    Dates of entering +securities into                    13/08/2013
     uncertificated holdings or despatch
     of certificates



                                                          Number                +Class

8    Number and +class of all                             976,629,043           Ordinary   Fully   Paid
     +securities    quoted on ASX                                               Shares
     (including the securities in section
     2 if applicable)
                                                           Number               +Class

9    Number and +class of all
     +securities not quoted on ASX                         6,750,000            Options (10c, 17 Jan 2014)
     (including the securities in section                 25,000,000            Options (1c, 8 Mar 2014)
     2 if applicable)                                      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)      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 securites, 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: 13 August 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                                   876,629,043
 securities on issue 12 months before date
of issue or agreement to issue

 Add the following:
•   Number of fully paid ordinary securities           25/02/2013         50,000,000
    issued in that 12 month period under an
                                                       13/08/2013         50,000,000
    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”                                                                       976,629,043

Step 2: Calculate 15% of “A”

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

Multiply “A” by 0.15                                                      146,494,356

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                                                                      146,494,356
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”                                                        146,494,356
                                                [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”                                                                             976,629,043
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                                                             97,662,904

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                                                                        97,662,904
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”                                                          97,662,904
                                        Note: this is the remaining placement
                                        capacity under rule 7.1A


13 August 2013

Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd

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