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TAWANA RESOURCES NL - Share Placement Completed and Appendix 3B

Release Date: 18/10/2013 10:22:00      Code(s): TAW       PDF(s):  
Share Placement Completed and Appendix 3B

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”)

                            Share Placement Completed
                                 and Appendix 3B

Tawana Resources NL (ASX: TAW) (the Company) is pleased to announce that it
has successfully completed the placement of all new shares in the Company to
institutions and professional investors, in accordance with the capital raising
announced to the ASX on 11 October 2013.

A total of 244 million fully paid ordinary shares in the capital of the Company have
been issued to investors at an issue price of $0.012 per share to raise a total of
$2.928 million before costs (Placement), as per the attached Appendix 3B.

Funds raised will be used primarily for ongoing drilling at the Company’s Mofe
Creek Iron Ore project in Liberia, metallurgical testwork, working capital and the
initiation of a Scoping Study for the project.

The Placement was strongly supported by both existing and new investors and
reflects the quality of the Company’s Mofe Creek Iron Ore Project.

For further information please contact:

Lennard Kolff van Oosterwijk
Managing Director
Tel: +61 7 35102115
Mob: +61 424942589



Disclosure under ASX Listing Rules 7.1A.4(b) and 3.10.5A

In accordance with ASX Listing Rules 7.1A.4(b) and 3.10.5A the Company makes the
following disclosures in respect of the Placement:

(a)   The Company issued a total of 244,000,000 fully paid ordinary shares of
      which 97,662,904 were issued under Listing Rule 7.1A and the remaining
      shares were issued under the Company’s 15% placement capacity under
      Listing Rule 7.1.

      The securities issued under Listing Rule 7.1A resulted in the following
      dilution to existing holders of ordinary securities:
               -   Number of fully paid ordinary shares on issue prior to this issue of
                   securities under LR7.1A was 976,629,043.
               -   Number of fully paid ordinary shares on issue following this issue of
                   securities under LR7.1A was 1,074,291,947.
               -   Percentage of voting dilution following this issue is 10%.

(b)         The Company elected to make the Placement in preference to a pro-rata
            issue to take advantage of the opportunity to introduce new sophisticated
            and institutional investors to Tawana’s register at an issue price greater
            than that at which a pro-rata issue would have needed to be priced to be
            successful. The Placement offered superior certainty and timeliness with a
            lower transaction cost than a pro-rata issue, which was necessary to support
            the Company’s drilling activities at its Mofe Creek Project in Liberia.

            The Company is grateful for the support of its long-term shareholders and
            where possible will continue to endeavour to afford those shareholders with
            opportunities to participate in future capital raisings.

(c)         No underwriting arrangements were entered into.

(d)         Canaccord Genuity (Australia) Limited, as lead manager to the Placement,
            will be paid a fee of 6% of the total funds raised under the Placement, along
            with 10 million options to acquire fully paid ordinary shares in the capital of
            the Company, each with an exercise price of 1.8 cents and an expiry date of
            3 years from the date of issue.

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 Act.

The Company advises that the Securities issued pursuant to the Placement without
issued 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.

18 October 2013

Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
                                                       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                 244,000,000 Fully Paid Ordinary Shares
           be issued (if known) or maximum
           number which may be issued


 3         Principal terms of the +securities                 244,000,000 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                             1.2 cents per share


6    Purpose of the issue                     Funds raised will be used primarily for
     (If issued as consideration for the      continued drilling at the Company’s Mofe Creek
     acquisition of assets, clearly           Iron Ore project in Liberia, metallurgical
     identify those assets)                   testwork, the initiation of a scoping study for the
                                              project and working capital.




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                            146,337,096 fully paid ordinary shares
     without security holder approval
     under rule 7.1

6d   Number of +securities issued with                       97,662,904 fully paid ordinary shares
     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                        Nil
     an exception in rule 7.2

6g   If securities issued under rule                         Issue Price: 1.20 cents per Share
     7.1A, was issue price at least 75%                      15 day VWAP*: 1.15 cents per Share
     of 15 day VWAP as calculated                            Source: The Company
     under rule 7.1A.3? Include the
     issue date and both values.                            *15 day VWAP is calculated with reference to
     Include the source of the VWAP                          the 15 trading days immediately before the date
     calculation.                                            upon which the issue price of the Placement
                                                             was agreed, being 11 October 2013.

6h   If securities were issued under rule                    N/A – Securities were issued for cash
     7.1A for non-cash consideration,                        consideration.
     state date on which valuation of
     consideration was released to ASX
     Market Announcements

6i   Calculate the entity’s remaining                        157,260 remaining under LR7.1
     issue capacity under rule 7.1 and                       0 remaining under LR7.1A
     rule 7.1A – complete Annexure 1
     and release to ASX Market
     Announcements

7    Dates of entering +securities into                     18/10/2013
     uncertificated holdings or despatch
     of certificates




                                            Number                      +   Class
8    Number and        +class    of all     1,220,629,043               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


             If the securities are  +equity securities and the names of the 20 largest holders of the additional
 35           + additional securities, and the number and percentage of additional  +securities held by those holders
                 
                
             If the securities  are equity securities, a distribution schedule of the additional +securities
 36          setting out the number of holders in the categories                 +                                                             of the additional
                           
               1 - 1,000
               1,001 - 5,000
               5,001 - 10,000
               10,001 - 100,000
               100,001 and over


              A copy of any trust deed for the additional securities
 37         




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: 18 October 2013
                    (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               18/10/2013          146,337,096
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”                                                                            146,337,096

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”                                                                   146,337,096
Note: number must be same as shown in
Step 3

Total [“A” x 0.15] – “C”                                                       157,260
                                               [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
                                                             18/10/2013          97,662,904
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”                                                                              97,662,904


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”                                                                     97,662,904
Note: number must be same as shown in
Step 3

Total [“A” x 0.10] – “E”                                                                 0
                                                Note: this is the remaining placement
                                                capacity under rule 7.1A

Date: 18/10/2013 10:22:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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