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TAWANA RESOURCES NL - Appendix 3 B- New issue announcement

Release Date: 26/02/2015 12:30:00      Code(s): TAW       PDF(s):  
Appendix 3 B- New issue announcement

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 be issued
                                         (i) Class D Performance Options
                                         (ii) Class E Performance Options
                                         (iii) Class F Performance Options


 2     Number      of +securities        (i) 10,000,000 Class D Performance Options
       issued or to be issued (if        (ii) 10,000,000 Class E Performance Options
       known) or maximum number          (iii) 10,000,000 Class F Performance Options
       which may be issued


 3     Principal    terms     of  the    The terms and conditions for each class of
       +securities (eg, if options,      performance option are outlined in the Explanatory
       exercise price and expiry         Statement accompanying the Notice of General
       date;     if    partly    paid    Meeting as announced to ASX on 15 January
       +securities,                      2015.
                       the     amount
       outstanding and due dates
       for payment; if +convertible
       securities, the conversion
       price     and     dates     for
       conversion)
4    Do the +securities rank           No, each class of performance option represents
     equally in all respects from      a new class of security.
     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      Each class of performance option was issued for
                                       nil cash consideration.




6    Purpose of the issue              Issued in connection with the remuneration of the
                                       Executive Chairman and CEO.
     (If issued as consideration for
     the acquisition of assets,
     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      27 May 2014
     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
     under an exception in rule        (i) 10,000,000 Class D Performance Options
     7.2                               (ii) 10,000,000 Class E Performance Options
                                       (iii) 10,000,000 Class F Performance Options



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             216,287,558 remaining under LR7.1
       remaining issue capacity           147,525,039 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      23/02/2015
       into uncertificated holdings or
       despatch of certificates



                                          Number                    +Class

 8     Number and +class of all           1,475,250,387             Ordinary Fully Paid
       +securities quoted on ASX                                    Shares
       (including the securities in
       section 2 if applicable)



 9     Number and +class of all                1,250,000    Options (5c, 10 Nov 2015)
       +securities not quoted on              21,500,000    Options (3.6c, 30 April 2015)
                                              10,000,000    Options (1.8c, 12 Dec 2016)
       ASX (including the securities
                                              26,500,000    Class A Incentive Options
       in section 2 if applicable)
                                                            (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)
                                              10,000,000    Class D Performance Options
                                              10,000,000    Class E Performance Options
                                              10,000,000     Class F Performance Options

 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: 26 February 2015
                (Company secretary)

Print name:     Michael Naylor
26 February 2015

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
                                                                   1,225,629,043
 Insert number of fully paid ordinary
 securities on issue 12 months before date
 of issue or agreement to issue
                                                      6/03/2014      25,750,000
 Add the following:
                                                     14/04/2014     200,000,000
 •    Number of fully paid ordinary securities       13/05/2014      13,871,344
      issued in that 12 month period under an
                                                     31/07/2014      10,000,000
      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
                                                                             1,475,250,387
 “A”
Step 2: Calculate 15% of “A”

“B”                                            0.15
                                               [Note: this value cannot be changed]
                                                                               221,287,558
Multiply “A” by 0.15


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
                                                           31/07/2014            5,000,000
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
                                                                                 5,000,000
“C”

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
                                                                               221,287,558
“A” x 0.15
Note: number must be same as shown in
Step 2
                                                                                 5,000,000
Subtract “C”
Note: number must be same as shown in
Step 3
                                                                               216,287,558
Total [“A” x 0.15] – “C”
                                               [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
                                                                             1,475,250,387
“A”
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
                                                                              147,525,039
Multiply “A” by 0.10


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
                                                                              147,525,039
“A” x 0.10
Note: number must be same as shown in
Step 2

Subtract “E”                                                                      -
Note: number must be same as shown in
Step 3
                                                                               147,525,039
Total [“A” x 0.10] – “E”
                                        Note: this is the remaining placement
                                        capacity under rule 7.1A

Date: 26/02/2015 12:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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