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TAWANA RESOURCES NL - Section 708 Notice - Issue of ordinary shares

Release Date: 18/12/2013 10:26:00      Code(s): TAW       PDF(s):  
Section 708 Notice - Issue of ordinary shares

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”)

                                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 and
options to acquire 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.

The Company does note the ongoing resource drilling program at its Mofe Creek project
most recently referred to in its announcements to the ASX of 20 November 2013 and 3
December 2013. The Company will continue to provide updates on its progress as material
information becomes available.


For further information:

Winton Willesee
Joint Company Secretary
Tawana Resources NL



18 December 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              Class A Performance Options
          to be issued                                  Class B Performance Options
                                                        Class C Performance Options
                                                        Class A Incentive Options
                                                        Class B Incentive Options
                                                        Placement Options (1.8 cents, 12 Dec 2016)
                                                        Fully Paid Ordinary Shares

 2        Number of +securities issued                  10 million Class A Performance Options
          or to be issued (if known) or                 10 million Class B Performance Options
          maximum number which may                      10 million Class C Performance Options
          be issued                                     31.5 million Class A Incentive Options
                                                        10 million Class B Incentive Options
                                                        10 million Placement Options (1.8c, 12 Dec 2016)
                                                        5 million Fully Paid Ordinary Shares
3   Principal     terms   of    the      The terms and conditions for each class of
    +securities (eg, if options,         performance options, incentive options and the
    exercise price and expiry date;      Placement Options are outlined in the Explanatory
    if partly paid +securities, the      Statement accompanying the Notice of General
                                         Meeting as announced to the ASX on 7
    amount outstanding and due
                                         November 2013.
    dates     for    payment;     if
    +convertible securities, the
    conversion price and dates for
    conversion)


4   Do the +securities rank equally        Performance Options
    in all respects from the date of       No – each class of the performance options
    allotment with an existing +class      represents a new class of security.
    of quoted +securities?
                                           Incentive Options
                                           No – each class of the incentive options
    If the additional securities do        represents a new class of security.
    not rank equally, please state:
    - the date from which they do          Placement Options
    - the extent to which they             No – the Placement Options represent a new
       participate for the next            class of security.
       dividend, (in the case of a
       trust,    distribution)      or     Fully Paid Ordinary Shares
       interest payment                    Yes.
    - the extent to which they do
       not rank equally, other than        Shares issued upon the exercise of the
       in relation to the next             performance options, incentive options and
       dividend, distribution or           placement options will rank equally with existing
                                           fully paid ordinary shares.
       interest payment

5   Issue price or consideration           Performance options, incentive options and
                                           Placement Options were issued for nil cash
                                           consideration.

                                           5 million fully paid ordinary shares were issued at
                                           1.2 cents each, being the same terms as the
                                           recent capital raising completed by the Company
                                           in October 2013.

6   Purpose of the issue                   Performance options and incentive options were
    (If issued as consideration for        issued for nil consideration in connection with the
    the acquisition of assets, clearly     remuneration of the Company’s directors and
    identify those assets)                 other management personnel.

                                           Placement Options were issued as part
                                           consideration for services provided by the Lead
                                           Manager of the capital raising that was
                                           completed in October 2013.

                                           Funds raised from the issue of fully paid ordinary
                                           shares will be used to advance the Company’s
                                           Mofe Creek iron ore project through continued
                                           drilling, metallurgical testwork and the initiation of
                                           a scoping study.
6a   Is the entity an +eligible entity    Yes
     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         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         Nil
     with security holder approval
     under rule 7.1A

6e   Number of +securities issued         10 million Placement Options
     with security holder approval        3 million Class A Incentive Options
     under rule 7.3, or another
     specific security holder approval    Approved at the general meeting of shareholders
     (specify date of meeting)            held on 12 December 2013.



6f   Number of securities issued          10 million Class A Performance Options
     under an exception in rule 7.2       10 million Class B Performance Options
                                          10 million Class C Performance Options
                                          28.5 million Class A Incentive Options
                                          10 million Class B Incentive Options
                                          5 million Fully Paid Ordinary Shares

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      N/A
     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     183,844,356 remaining under LR7.1
     issue capacity under rule 7.1 and    122,562,904 remaining under LR7.1A
     rule 7.1A – complete Annexure 1
     and release to ASX Market
     Announcements
7    Dates of entering +securities            18/12/2013
     into uncertificated holdings or
     despatch of certificates




                                              Number                    +Class

8    Number and        +class of all          1,225,629,043             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                 25,000,000   Options (1c, 8 Mar 2014)
     section 2 if applicable)                      5,000,000   Options (5c, 9 Sept 2014)
                                                   1,250,000   Options (5c, 10 Nov 2015)
                                                  28,500,000   Options (3.6c, 30 April 2015)
                                                  10,000,000   Class A Performance Options
                                                  10,000,000   Class B Performance Options
                                                  10,000,000   Class C Performance Options
                                                  31,500,000   Class A Incentive Options
                                                  10,000,000   Class B Incentive Options
                                                  10,000,000   Options (1.8c, 12 Dec 2016)



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           the securities are equity securities the names of the 20 largest holders of the additional securities
             and thne number and precentage of additional securities held by those holders
               
36           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: 18 December 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:                                            25/02/2013         50,000,000
 •    Number of fully paid ordinary securities                 13/08/2013         50,000,000
      issued in that 12 month period under an
                                                               18/10/2013        244,000,000
      exception in rule 7.2
                                                               18/12/2013          5,000,000
 •    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”                                                                           1,225,629,043


 Step 2: Calculate 15% of “A”

 “B”                                              0.15
                                                  [Note: this value cannot be changed]
Multiply “A” by 0.15                                                           183,844,356

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                                                                     183,844,356
Note: number must be same as shown in
Step 2

Subtract “C”                                                                            0
Note: number must be same as shown in
Step 3

Total [“A” x 0.15] – “C”                                                       183,844,356
                                               [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”                                                                          1,225,629,043
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                                                            122,562,904

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                                                                      122,562,904
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”                                                        122,562,904
                                                Note: this is the remaining placement
                                                capacity under rule 7.1A

Date: 18/12/2013 10:26:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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