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TAWANA RESOURCES NL - Section 708 Notice and Appendix 3B

Release Date: 06/03/2014 14:19:00      Code(s): TAW
Section 708 Notice 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”)

                                 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
                           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 be issued            Fully Paid Ordinary Shares



2      Number of +securities issued or to be issued             25,750,000 Fully Paid Ordinary
       (if known) or maximum number which may                   Shares
        be issued

3       Principal terms of the +securities                      25,750,000 Fully Paid
        (eg, if options, exercise price and expiry date;        Ordinary shares
        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 respects          Yes
        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                                25,000,000 Shares issued at 1c
                                                                 each upon the exercise of
                                                                 25,000,000 Options (1c, 8 Mar
                                                                 2014).

                                                                 750,000 Shares issued at 1.5c each
                                                                 upon the exercise of 750,000 Class
                                                                 A Incentive Options (1.5c, 12 Dec
                                                                 2016).

6    Purpose of the issue                                        Exercise Options
     (If issued as consideration for the acquisition
      of assets, clearly identify those assets)
6a   Is the entity an +eligible entity that has                  Yes
      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               31 May 2013
     rule 7.1A was passed



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

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

6e   Number of +securities issued with security                  Nil
     holder approval under rule 7.3, or another
     specific security holder approval
     (specify date of meeting)
6f   Number of securities issued under an                       25 750 000
     exception in rule 7.2

6g   If securities issued under rule 7.1A,                      N/A
      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                  N/A
     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            181,706,856 remaining under LR7.1
     under rule 7.1 and rule 7.1A – complete                    125,137,904 remaining under
     Annexure 1 and release to ASX Market                       LR7.1A
     Announcements

7    Dates of entering +securities into                         6 March 2014
     uncertificated holdings or despatch
     of certificates

                                                        Number            +Class
8    Number and +class of all +securities               1,251,379,043    Ordinary Fully Paid shares
     quoted on ASX (including the securities
     in section 2 if applicable)

                                                         Number +Class
9    Number and +class of all +securities               5 000 000     Option (5c, 9 Sept 2014)
     not quoted on ASX (including the                   1 250 000     Option (5c, 10 Nov 2014)
     securities in section 2 if applicable)            28 500 000     Option (3.6c, 30 April 2014)
                                                       10,000,000     Option (1.8c, 12 Dec 2015)
                                                       10,000,000     Class A Performance Options
                                                       10,000,000     Class B Performance Options
                                                       10 000 000     Class C Performance Options
                                                       30,750,000     Class A incentive Options
                                                                               (1.5c, 12 Dec 2016)
                                                       10,000,000     Class B Incentive Options
                                                                               (4.6c, 12 Dec 2016)
                                                        1,000,000     Class C Incentive Options
                                                                                (3.9c, 20 Jan 2017)
                                                        5,000,000     Class D Incentive Options
                                                                                (4.2c, 7 Feb 2017)
10     Dividend policy (in the case of a               Unchanged
       trust, distribution policy) on the
       increased capital (interests)
       Unchanged


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: 6 March 2014
             (Company secretary)

Print name: Winton Willesee

Sponsor

PricewaterhouseCoopers (Proprietary) Limited
6 March 2014


                                   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                          926,629,043
on issue 12 months before date of issue or
agreement to issue



  
Add the following:                                                       13/08/2013   50 000 000

•    Number of fully paid ordinary securities                            18/10/2013  244 000 000
    issued in that 12 month period under an
     exception in rule 7.2                                               18/12/2013    5 000 000

•   Number of fully paid ordinary securities                              6/03/2014   25 750 000
      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”                                                                         1,251,379,043



Step 2: Calculate 15% of “A”

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

Multiply “A” by 0.15                                                          187,706,856




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:
                                                               12/02/2014        6 000 000
•     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”                                                                                6,000,000


Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement
capacity under rule 7.1

“A” x 0.15                                                                       187,706,856
Note: number must be same as shown in
Step 2

Subtract “C”                                                                     6,000,000

Note: number must be same as shown in
Step 3

Total [“A” x 0.15] – “C”                                                         181,706,856

                                                 [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”                                                                               1,251,379,043
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                                                                125,137,904


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                                                               125,137,904

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”                                                  125,137,904
                                        Note: this is the remaining placement
                                        capacity under rule 7.1A

Date: 06/03/2014 02:19:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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