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TAWANA RESOURCES NL - Tawana Appendix 3B

Release Date: 13/07/2015 09:49:00      Code(s): TAW       PDF(s):  
Tawana 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


                                                                                                  Rule 2.7, 3.10.3, 3.10.4, 3.10.5

                                              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 G Incentive Options
          to be issued


2    Number of +securities issued                   2,000,000
     or to be issued (if known) or
     maximum number which may
     be issued
3    Principal     terms   of    the                Options
     +securities (eg, if options,                   Exercise Price - $0.004
     exercise price and expiry date;                Expiry Date – 7 July 2018
     if partly paid +securities, the                Vest immediately
     amount outstanding and due
     dates     for    payment;     if
     +convertible securities, the
     conversion price and dates for
     conversion)

4    Do the +securities rank equally                No, the incentive options represent a new class of
     in all respects from the date of               security (Class G).
     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                   Incentive options were issued for nil cash
                                                    consideration.

6    Purpose of the issue                           Issued in connection with the remuneration of
     (If issued as consideration for                staff.
     the acquisition of assets, clearly
     identify those assets)




6a   Is the entity an +eligible entity              No
     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                   N/A
     resolution under rule 7.1A was
     passed

6c   Number of +securities issued                   N/A
     without security holder approval
     under rule 7.1
6d   Number of +securities issued                   N/A
     with security holder approval
     under rule 7.1A

6e   Number of +securities issued                   NA
     with security holder approval
     under rule 7.3, or another
     specific security holder approval
     (specify date of meeting)

6f   Number of securities issued                    N/A
     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 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               N/A   
     rule 7.1A – complete Annexure 1
     and release to ASX Market
     Announcements

7    Dates of entering +securities                  13/7/2015
     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)
                                                    Number          +Class

9    Number and        +class of all               1,250,000       Options (5c, 10 Nov 2015)
     +securities not quoted on ASX
                                                   10,000,000      Options (1.8c, 12 Dec 2016)
     (including the securities in                  1,500,000       Class A Incentive Options
     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
                                                                      (0.01c, 30 August 2015)
                                                   10,000,000     Class E Performance Options
                                                                      (0.01c, 30 August 2016)
                                                   10,000,000     Class F Performance Options
                                                                      (0.01c, 30 August 2017)
                                                   11,000,000     Class F Incentive Options
                                                                      (0.89c, 26 May 2018)
                                                   2,000,000      Class G Incentive Options
                                                                      (0.4c, 7 July 2018)

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)            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 +securities, are +equity securities, the name of the 20 largest holders of the
                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
 36             +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 July 2015
                   (Company secretary)

Print name:        Michael Naylor


13 July 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

 Insert number of fully paid ordinary
 securities on issue 12 months before date
 of issue or agreement to issue

 Add the following:

 •    Number of fully paid ordinary securities
      issued in that 12 month period under an
      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”
Step 2: Calculate 15% of “A”

“B”                                            0.15

                                               [Note: this value cannot be changed]

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
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

Note: number must be same as shown in
Step 2

Subtract “C”

Note: number must be same as shown in
Step 3

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

“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

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

“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

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

Date: 13/07/2015 09:49:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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