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

Release Date: 13/05/2014 10:10:00      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      Fully Paid Ordinary Shares
       or to be issued


 2     Number of +securities             13,871,344 Fully Paid Ordinary Shares
       issued or to be issued (if
       known) or maximum number
       which may be issued


 3     Principal terms of  the           13,871,344 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       2.5 cents per share




6      Purpose of the issue               Shares were issued pursuant to the Share
                                          Purchase Plan offer to existing shareholders
     (If issued as consideration for      which was announced on 8 April 2014 and closed
     the acquisition of assets,           on 6 May 2014.
     clearly identify those assets)
6a   Is the entity an +eligible           Yes
     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         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         Nil
     with security holder approval
     under rule 7.3, or another
     specific security holder
     approval (specify date of
     meeting)



6f   Number of securities issued          13,871,344
     under 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            N/A
     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               108,925,462 remaining under LR7.1
     remaining issue capacity             1,387,134 remaining under LR7.1A
     under rule 7.1 and rule 7.1A
     – complete Annexure 1 and
     release to ASX Market
     Announcements



7    Dates of entering +securities        13 May 2014
     into uncertificated holdings or
     despatch of certificates



                                             Number                     +Class

8    Number and +class of all             1,465,250,387              Ordinary Fully Paid
     +securities quoted on ASX                                       Shares
     (including the securities in
     section 2 if applicable)



9    Number and +class of all                 5,000,000      Options (5c, 9 Sept 2014)
     +securities not quoted on                1,250,000      Options (5c, 10 Nov 2015)
     ASX (including the securities           28,500,000      Options (3.6c, 30 April 2015)
     in section 2 if applicable)
                                             10,000,000      Options (1.8c, 12 Dec 2016)
                                             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)

 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?
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)    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: 13 May 2014
                      (Company secretary)

Print name:           Winton Willesee

13 May 2014

Sponsor

PricewaterhouseCoopers Corporate Finance (Pty) Ltd


                                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                                                      926,629,043
 securities 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
                                                                          18/12/2013         5,000,000
      exception in rule 7.2
                                                                           6/03/2014        25,750,000
 -    Number of fully paid ordinary securities
      issued in that 12 month period with                                 13/05/2014        13,871,344
      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”                                                                                        1,265,250,387




Step 2: Calculate 15% of “A”

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

Multiply “A” by 0.15                                                                          189,787,558

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
                                                                             12/02/2014         6,000,000
not counting those issued:
                                                                             14/04/2014        74,862,096
-   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”                                                                                           80,862,096

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

“A” x 0.15  
                                                                                               189,787,558
Note: number must be same as shown in
Step 2

Subtract “C”  
                                                                                                80,862,096
Note: number must be same as shown in
Step 3

Total [“A” x 0.15] – “C”                                                                       108,925,462


                                                             [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”                                                                                          1,265,250,387
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                                                                            126,525,038

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
                                                                             14/04/2014         125,137,904
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”                                                                                             125,137,904

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

“A” x 0.10                                                                                      126,525,038
Note: number must be same as shown in
Step 2

Subtract “E”                                                                                    125,137,904
Note: number must be same as shown in
Step 3

Total [“A” x 0.10] – “E”                                                                          1,387,134
                                                        Note: this is the remaining placement
                                                        capacity under rule 7.1A

Date: 13/05/2014 10:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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