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TAWANA RESOURCES NL - Offer document regarding a pro rata non renounceable rights offer

Release Date: 04/05/2016 10:12:00      Code(s): TAW       PDF(s):  
Offer document regarding a pro rata non renounceable rights offer

Tawana Resources NL
(Incorporated in Australia)
(Registration number ACN 085 166 721)
Share code on the JSE Limited: TAW
JSE ISIN: AU0000TAWDA9
Share code on the Australian Stock Exchange Limited: TAW
ASX ISIN: AU000000TAW7
(“the Company” or “Tawana”)



OFFER DOCUMENT REGARDING A PRO RATA NON-RENOUNCEABLE RIGHTS OFFER

A pro rata non-renounceable Rights Issue to Eligible Shareholders is being made on the
basis of 1 New Share for every 1 existing Share held by Eligible Shareholders on the Record
Date at an issue price of $0.015 (ZAR0.16268) per New Share to raise approximately
$1,106,441 (before costs) (Offer).

The Offer opens in both Australia and South Africa on 18 May 2016 and closes in Australia
at 5:00pm (WST) and in South Africa at 12.00 midday (Johannesburg time) on 27 May 2016
(unless it is lawfully extended). Valid acceptances must be received before that time.

Applications for New Shares by Eligible Shareholders can only be made by using or
following the instructions on an Entitlement and Acceptance Form, as sent with this Offer
Document. The Entitlement and Acceptance Form sets out the Eligible Shareholders'
Entitlement to participate in the Offer.

Please read the instructions in this Offer Document and on the accompanying Entitlement
and Acceptance Form.

This document is not a prospectus and does not contain all of the information that an
investor may require in order to make an informed investment decision regarding the New
Shares offered by this document.

The New Shares offered by this Offer Document should be considered as speculative.

Shareholders are reminded that the securities of the Company are listed on ASX as well as
on JSE. Due to the fact that the primary listing of the securities of the Company is ASX, with
JSE being a secondary listing, the content of this document has been compiled in
accordance with mandated Listing Rules of ASX and the Australian Corporations Act.
Notwithstanding, the Offer Document has been reviewed and approved by JSE from a
corporate actions perspective.
TABLE OF CONTENTS

1.     IMPORTANT INFORMATION...................................................................... 1
2.     CORPORATE DIRECTORY.........................................................................4
3.     DETAILS OF THE OFFER .......................................................................5
4.     ACTION REQUIRED BY SHAREHOLDERS ...........................................................14
5.     RISK FACTORS ..............................................................................18
6.     DEFINED TERMS..............................................................................22




                                                                                                                                  i
1.    IMPORTANT INFORMATION

      No person is authorised to give any information or to make any representation in
      connection with the Offer which is not contained in this Offer Document. Any
      information or representation not so contained may not be relied on as having
      been authorised by the Company in connection with the Offer.

1.1   This document is not a prospectus

      This Offer Document, dated 4 May 2016, has been prepared by Tawana
      Resources NL and is for a rights issue of continuously quoted securities (as defined
      in the Corporations Act) of the Company. This Offer Document is not a prospectus
      under the Corporations Act and has not been lodged with the ASIC. It does not
      contain all of the information that an investor would find in a prospectus or which
      may be required in order to make an informed investment decision regarding, or
      about the rights attaching to, the Shares offered by this document.

      This Offer Document including each of the documents attached to it and which
      form part of this Offer Document are important and should be read in their entirety
      prior to making an investment decision. In particular, Shareholders should refer to
      the risk factors set out in section 5 of this document. If you do not fully understand
      this Offer Document or are in any doubt as to how to deal with it, you should
      consult your professional adviser.

1.2   Section 708AA of the Corporations Act

      This Offer Document has been prepared in accordance with section 708AA of the
      Corporations Act and applicable ASIC Class Order 08/35. In general terms,
      section 708AA permits certain companies to undertake rights issues without being
      required to use or provide to shareholders a prospectus or other disclosure
      document. Accordingly, the level of disclosure in this Offer Document is
      significantly less than the level of disclosure required in, and what you would
      expect in, a prospectus. Eligible Shareholders should rely on their own knowledge
      of the Company, refer to disclosures made by the Company to ASX and consult
      their professional advisers before deciding to accept the Offer.

1.3   Eligibility

      Applications for Shares by Eligible Shareholders can only be made on an original
      Entitlement and Acceptance Form, as sent with this Offer Document. The
      Entitlement and Acceptance Form sets out an Eligible Shareholder's Entitlement
      to participate in the Offer.

1.4   Overseas Shareholders

      This Offer Document does not, and is not intended to, constitute an offer in any
      place or jurisdiction in which, or to any person to whom, it would not be lawful to
      make such an offer or to issue this Offer Document. This Offer Document is being
      made available to JSE Limited (JSE) in South Africa for review in connection with
      its issue to South African Eligible Shareholders of the Company. No action has
      been taken to lodge this Offer Document in any other jurisdiction.

      The Offer is not being extended and Shares will not be issued to Shareholders with
      a registered address which is outside Australia, South Africa and New Zealand. It
      is not practicable for the Company to comply with the securities laws of overseas
      jurisdictions (other than those mentioned above) having regard to the number of
      overseas Shareholders, the number and value of Shares these Shareholders would

                                           
      be offered and the cost of complying with regulatory requirements in each
      relevant jurisdiction.

      United States Shareholders

      This Offer does not constitute an offer in the United States of America, nor does it
      constitute an offer to a person who is a US Person or someone who is acting on
      behalf of a US Person.

      The Shares have not been, and will not be, registered under the US Securities Act
      1933 and may not be offered or sold in the United States of America, or to, or for
      the account or benefit of, US Persons (as defined in Rule 902 under the US Securities
      Act) except under an available exemption from registration under the US
      Securities Act. These Shares may only be resold or transferred if registered under
      the US Securities Act or pursuant to an exemption from registration under the US
      Securities Act and in compliance with state securities laws. The Company is under
      no obligation and has no intention to register the Shares in the United States of
      America.

      Further detail in relation to foreign jurisdictions is set out in this Offer Document.

      New Zealand Shareholders

      The Offer is being made in New Zealand pursuant to the Securities Act (Overseas
      Companies) Exemption Notice 2013.

      Shareholders resident in Australia or New Zealand holding Shares on behalf of
      persons who are resident overseas are responsible for ensuring that taking up an
      Entitlement under the Offer does not breach regulations in the relevant overseas
      jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be
      taken by the Company to constitute a representation that there has been no
      breach of those regulations.

1.5   Notice to nominees and custodians

      Shareholders resident in Australia, New Zealand or South Africa holding Shares on
      behalf of persons who are resident overseas are responsible for ensuring that
      taking up an Entitlement under the Offer does not breach regulations in the
      relevant overseas jurisdiction. Return of a duly completed Entitlement and
      Acceptance Form will be taken by the Company to constitute a representation
      that there has been no breach of those regulations.

1.6   Forward-looking statements

      This Offer Document contains forward-looking statements which are identified by
      words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or
      ‘intends’ and other similar words that involve risks and uncertainties.

      These statements are based on an assessment of present economic and
      operating conditions, and on a number of assumptions regarding future events
      and actions that, as at the date of this Offer Document, are expected to take
      place.

      Such forward-looking statements are not guarantees of future performance and
      involve known and unknown risks, uncertainties, assumptions and other important
      factors, many of which are beyond the control of our Company, the Directors and
      our management.


                                             
      We cannot and do not give any assurance that the results, performance or
      achievements expressed or implied by the forward-looking statements contained
      in this Offer Document will actually occur and investors are cautioned not to place
      undue reliance on these forward-looking statements.

      We have no intention to update or revise forward-looking statements, or to publish
      prospective financial information in the future, regardless of whether new
      information, future events or any other factors affect the information contained in
      this Offer Document, except where required by law.

      These forward looking statements are subject to various risk factors that could
      cause our actual results to differ materially from the results expressed or
      anticipated in these statements. These risk factors are set out in Section 5 of this
      Offer Document.

1.7   Privacy Act

      If you complete an Entitlement and Acceptance Form, you will be providing
      personal information to the Company (directly or by the Company’s share
      registry). The Company collects, holds and uses that information to assess your
      application, service your needs as a Shareholder, facilitate distribution payments
      and corporate communications to you as a Shareholder and carry out
      administration.

      The information may also be used from time to time and disclosed to persons
      inspecting the register, bidders for your securities in the context of takeovers,
      regulatory bodies, including the Australian Taxation Office, authorised securities
      brokers, print service providers, mail houses and the Company’s share registry.

      You can access, correct and update the personal information that we hold about
      you. Please contact the Company or its share registry if you wish to do so at the
      relevant contact numbers set out in this Offer Document.

      Collection, maintenance and disclosure of certain personal information is
      governed by legislation including the Privacy Act 1988 (Cth) (as amended), the
      Corporations Act and certain rules such as the ASX Settlement Operating Rules.
      You should note that if you do not provide the information required on the
      Entitlement and Acceptance Form, the Company may not be able to accept or
      process your application.




                                           
2.      CORPORATE DIRECTORY

Directors                                            Share Registry - Australia*
Michael Bohm (Non-Executive Chairman)                Computershare Investor Services Pty
Michael Naylor (Executive Director)                  Limited
                                                     Yarra Falls
Rob Benussi (Non-Executive Director)
                                                     452 Johnston Street
                                                     Abbotsford VIC 3067


Joint Company Secretaries                            Share Registry – South Africa*
Michael Naylor                                       Computershare Investor Services
Melanie Li                                           Proprietary Limited
                                                     Ground Floor, 70 Marshall Street
                                                     Johannesburg, 2001
                                                     South Africa

Registered Office                                    Legal Advisers
288 Churchill Avenue                                 Steinepreis Paganin
Subiaco WA 6008                                      Level 4, The Read Buildings
                                                     16 Milligan Street
Telephone: + 61 8 9489 2600                          Perth WA 6000
Facsimile: +61 8 9489 2600
                                                     Auditor*
Email: admin@tawana.com.au                           Ernst & Young
Website: www.tawana.com.au                           11 Mounts Bay Road
                                                     Perth WA 6000


ASX & JSE Code                                       JSE Sponsor
TAW                                                  PricewaterhouseCoopers Corporate
                                                     Finance (Pty) Limited
                                                     2 Eglin Road
                                                     Sunninghill, 2157
                                                     South Africa




*These parties have been included for information purposes only. They have not been involved
in the preparation of this Offer Document.




                                             
3.    DETAILS OF THE OFFER

3.1   The Offer

      The Offer is being made as a non-renounceable entitlement offer of 1 New Share
      for every 1 Share held by Eligible Shareholders registered at the Record Date at
      an issue price of $0.015 (ZAR0.16268) per Share. Based on the capital structure of
      the Company as set out in Section 3.7 of this Offer Document, a maximum of
      approximately 73,762,751 Shares will be issued pursuant to this Offer to raise up to
      approximately $1,106,441.

      As at the date of this Offer Document, the Company has 1,125,000 Options on
      issue all of which may be exercised prior to the Record Date in order to participate
      in the Offer. Please refer to section 3.7 of this Offer Document for information on
      the exercise price and expiry date of the Options on issue.

      All of the Shares offered under this Offer Document will rank equally with the Shares
      on issue at the date of this Offer Document.

      The Directors may at any time decide to withdraw this Offer Document and the
      offer of Shares made under this Offer Document in which case the Company will
      return all Application monies (without interest) within 28 days of giving such notice
      of withdrawal.

3.2   Minimum Subscription

      There is no minimum subscription.

3.3   Use of Funds

      Completion of the Offer will result in an increase in cash in hand of up to
      approximately $1,106,441 (before the payment of costs associated with the Offer).

      The Company intends to apply the funds raised under the Offer as follows:

      Item     Allocation                                                    $              %

               Mofe Creek Iron Ore Project maintenance
      A                                                                  341,061          30.83
               and associated Liberian administration costs

      B        Company and administration expenses1                      241,250          21.80


      C        Potential acquisition opportunities                       150,000          13.56

      D        Working capital1                                          334,130          30.20
      
      E        Expenses of the Offer                                      40,000           3.61
               Total                                                    1,106,441          100

      Note:
      1.   Funds allocated to this item will be used for administration expenses of the Company over
           the next 15 months, including Director’s remuneration ($151,250), company secretarial,
           accounting and CFO services ($90,000).

      In the event that the Company raises less than the full subscription of $1,106,441
      (and after accounting for Offer costs), any funds raised will be allocated
      proportionately between items A and B. Any remaining funds will then be used to
                                               
      examine potential opportunities (item C) and then for general working capital
      (item D).

      The above table is a statement of the Board’s current intentions as at the date of
      this Offer Document. However, Shareholders should note that, as with any budget,
      the allocation of funds set out in the above table may change depending on a
      number of factors, including the outcome of operational and development
      activities, regulatory developments, market and general economic conditions
      and environmental factors. In light of this, the Board reserves the right to alter the
      way the funds are applied.

3.4   Indicative Timetable regarding ASX and JSE actions on ASX and JSE


        JSE Declaration Date                                      Wednesday, 4 May 2016
        Announcement of Rights Issue and lodgement                Wednesday, 4 May 2016
        of Appendix 3B, cleansing notice and Offer
        Document with ASX

        Despatch    in    Australia of    notices     to
        Optionholders informing them of the Rights Issue

        Dispatch in Australia of notices to Shareholders           Thursday, 5 May 2016
        informing them of the Rights Issue and Appendix
        3B details on ASX

        Last day to trade in shares on JSE in order to be            Friday, 6 May 2016
        entitled to participate in the non-renounceable
        Rights Issue

        Shares trade "ex-rights" on the JSE                          Monday, 9 May 2016

        Shares trade "ex-rights" on ASX                           Thursday, 12 May 2016

        In South Africa, no dematerialisation or rematerialisation of Tawana share
        certificates may take place between Monday, 9 May 2016 and Friday, 13 May
        2016, both dates inclusive, nor may transfers between the Australian register and
        the South African register take place between the aforementioned dates



        Record Date to determine entitlements under                 Friday, 13 May 2016
        the Rights Issue on the JSE

        Record Date to identify security holders entitled           Friday, 13 May 2016
        to participate in the offer (ASX)

        Offer opens - Offer Document and Entitlement             Wednesday, 18 May 2016
        and Acceptance Forms despatched to Eligible
        Shareholders on ASX

        Offer opens - Offer Document and Entitlement             Wednesday, 18 May 2016
        and Acceptance forms despatched to Eligible
        Shareholders on JSE

        Announcement on ASX and the JSE that
        dispatch of Offer Document and Entitlement


                                              
        and Acceptance Forms complete
        Offer Opening Date

        Last day to extend the offer Closing Date                  Tuesday, 24 May 2016

        Offer Closing Date                                          Friday, 27 May 2016

        (5:00 pm WST for ASX and 12.00 midday
        Johannesburg Time for JSE)

        New Shares quoted on ASX on a deferred                      Monday, 30 May 2016
        settlement basis

        Entitlement Shares begin trading and                       Tuesday, 31 May 2016
        New shares listed on the JSE

        Notify ASX of under subscriptions                        Wednesday, 1 June 2016


        Issue Date - Deferred settlement trading ends               Friday, 3 June 2016
        on ASX

        Normal (T+2) trading for New Shares on ASX                  Monday, 6 June 2016
        commences (provided the entity tells ASX by
        noon on the issue date that the issue has
        occurred)

        Allotment and issue of New Shares (JSE) at                 Tuesday, 7 June 2016
        commencement of trading on JSE


      * Subject to the ASX Listing Rules, the Directors reserve the right to extend the Closing Date
      for the Offer at their discretion. Should this occur, the extension will have a consequential
      effect on the anticipated date of issue for the New Shares.

      Shareholders are advised that trading in shares in Tawana on the JSE is settled within
      the Strate environment five business days following a trade. As the New Shares
      acquired as a result of the Rights Offer will only be issued on Tuesday, 7 June 2016,
      those shares may only be traded in South Africa from Tuesday, 31 May 2016 for
      settlement five (5) business days later.
      ** These dates are indicative only and are subject to change.

3.5   Entitlements and acceptance

      Details of how to apply under the Offer are set out in Section 4 of this Offer
      Document.

      The Entitlement of Eligible Shareholders to participate in the Offer will be
      determined on the Record Date. Your Entitlement is shown on the Entitlement and
      Acceptance form accompanying this Offer Document.

3.6   No rights trading

      The rights to New Shares under the Offer are non-renounceable. Accordingly,
      there will be no trading of rights on the ASX or the JSE and you may not dispose of
      your rights to subscribe for New Shares under the Offer to any other party. If you
      do not take up your Entitlement to New Shares under the Offer by the Closing
      Date, the Offer to you will lapse.

                                               
3.7   Capital structure

      The effect of the Offer on the capital structure of the Company, assuming all
      Entitlements are accepted, is set out below.

           Shares                                                                                 Number
           Shares currently on issue                                                         73,762,751
           New Shares offered pursuant to the Offer1                                         73,762,751
           Total Shares on issue after completion of the Offer1                             147,525,502
      
      Notes:
      1.    This number may vary due to rounding of Entitlements and may increase as a result of the
            rounding up of New Shares offered under the Offer.

      Options (ASX only)

           Options                                                                                Number
           Options currently on issue:
           Unquoted exercisable at $0.30 on or before 12/12/2016                                   75,000
           Unquoted exercisable at $0.36 on or before 12/12/2016                                500,000
           Unquoted exercisable at $0.178 on or before 26/5/2018                                550,000
                                                                                Total         1,125,000

      The capital structure on a fully diluted basis as at the date of this Offer Document
      would be 74,887,751 Shares and on completion of the Offer (assuming all
      Entitlements are accepted) would be 149,775,502 Shares.

      No Shares or Options on issue are subject to escrow restrictions, either voluntary or
      ASX imposed.

3.8   Directors Interests and Participation

      Each Director’s relevant interest in the securities of the Company at the date of
      this Offer Document and their Entitlement is set out in the table below.

                                                        Voting
                 Director                 Shares       Power (%)       Entitlement            $
           Michael Naylor 1               40,000           0.05            40,000           600.00

           Robert Benussi                 22,500           0.03            22,500           337.50
           Michael Bohm                      Nil            Nil               Nil              Nil
      Notes:
      1.       Mr Naylor also holds 150,000 options exercisable at $0.178 on or before 26 May 2018 which
               will provide an additional Entitlement should they be exercised prior to the Record Date.

      Each of Messrs Naylor and Benussi have agreed to take up their Entitlements in full.

3.9   Effect of the Offer on control and voting power in the Company

      The potential effect that the issue of the Shares under the Offer will have on the
      control of the Company is as follows:

      (a)         if all eligible shareholders take up their entitlements under the Offer, the
                  issue of Shares under the Offer will have no effect on the control of the
                                                   
                   Company and all shareholders will hold the same percentage interest in
                   the Company, subject only to changes resulting from ineligible
                   shareholders being unable to participate in the Offer; and

       (b)         in the event that there is a shortfall, eligible shareholders who do not
                   subscribe for their full entitlement of Shares under the Offer and ineligible
                   shareholders unable to participate in the Offer will be diluted relative to
                   those shareholders who subscribe for some or all of their entitlement as
                   shown by the table in section 3.11.

       The Company’s substantial holders and their Entitlement prior to the Offer are set
       out in the table below.

                                                           Voting
             Substantial Holder          Shares          Power (%)1        Entitlement           $
            Gryphon Minerals            6,752,500            9.15           6,752,500        101,287.50
            Limited
      
       Notes:
       1.     The voting power in the table is prior to settlement of the Offer.

3.10   Underwriting

       The Offer is not underwritten.

3.11   Dilution

       Shareholders should note that if they do not participate in the Offer, their holdings
       are likely to be diluted by approximately 50% (as compared to their holdings and
       number of Shares on issue as at the date of this Offer Document).

       Examples of how the dilution may impact Shareholders are set out in the table
       below:

                          Holding as    Approximate                               Holdings if
                          at Record     % at Record     Entitlements under              Offer not    Approximate
            Holder          date           Date1             the Offer                taken Up      % post Offer
       Shareholder 1      50,000,000       67.78%           50,000,000         50,000,000       33.89%
       Shareholder 2      25,000,000       33.89%           25,000,000         25,000,000       16.95%
       Shareholder 3      10,000,000       13.56%           10,000,000         10,000,000       6.78%
       Shareholder 4       1,000,000        1.36%            1,000,000         1,000,000        0.68%
       Shareholder 5        100,000         0.14%             100,000              100,000      0.07%

       Notes:
       1.       This is based on a share capital of 73,762,751 Shares at the date of this Offer Document.

3.12   Market Price of Shares

       The Company is a disclosing entity for the purposes of the Corporations Act and
       its Shares are enhanced disclosure securities quoted on ASX.

       The highest and lowest (on a pre and post Consolidation basis which consolidation
       took place with effect from Thursday, 14 April 2016 in Australia and Monday 18
       April 2016 in South Africa) of the Shares on ASX and JSE during the three months


                                                    
       immediately preceding the date of release of this Offer Document, and last
       market sale price and the respective dates of those sales were:

         ASX                   Pre-                    Post-                Date
                          Consolidation($)        Consolidation($)
         Highest                0.044                   0.88              22/4/2016
         Lowest                 0.001                   0.02              17/2/2016
         Last                   0.041                   0.82                2/5/16
         JSE                    (ZAR)                                        Date
         Highest                 0.05                   1.00              19/4/2016
         Lowest                  0.03                   0.59              26/4/2016
         Last                    0.04                   0.77              29/4/2016

3.13   Opening and Closing Dates

       The Offer opens on the Opening Date, being 18 May 2016, and closes on the
       Closing Date, being 5:00pm (WST) in Australia or 12.00 midday (Johannesburg
       time) for JSE on 27 May 2016 (or such other dates as the Directors in their discretion
       shall determine subject to the ASX Listing Rules in Australia and JSE Listings
       Requirements in South Africa). The Company will accept Entitlement and
       Acceptance Forms until the Closing Date or such other date as the Directors in
       their absolute discretion shall determine, subject to the ASX Listing Rules.

3.14   Issue and dispatch

       Shares issued pursuant to the Offer will be issued in accordance with the ASX
       Listing Rules and the indicative timetable set out in Section 3.4 of this Offer
       Document. Shares issued pursuant to the Shortfall Offer will be issued on a
       progressive basis.

       Pending the issue of the Shares or payment of refunds pursuant to this Offer
       Document, all Application monies will be held by the Registry in trust for the
       Applicants in a separate bank account as required by the Corporations Act. The
       Company, however, will be entitled to retain all interest that accrues on the bank
       account and each Applicant waives the right to claim interest by completing and
       returning the Entitlement and Acceptance Form.

       The expected dates for issue of New Shares offered by this Offer Document and
       dispatch of holding statements is expected to occur on the dates specified in the
       Timetable set out in Section 3.4 of this Offer Document.

       It is the responsibility of Applicants to determine the allocation prior to trading in
       the New Shares. Applicants who sell New Shares before they receive their holding
       statements will do so at their own risk.

3.15   ASX and JSE listing

       Application for official quotation by ASX of the New Shares offered pursuant to
       this Offer Document will be made.

       The fact that ASX may grant official quotation to the New Shares is not to be taken
       in any way as an indication of the merits of the Company or the New Shares now
       offered for subscription.
                                             
3.16   CHESS and Strate

       The Company is a participant in CHESS (in Australia) and Strate (in South Africa),
       for those investors who have, or wish to have, a sponsoring stockbroker. Investors
       who do not wish to participate through CHESS or Strate will be issuer sponsored by
       the Company. Because the sub-registers are electronic, ownership of securities
       can be transferred without having to rely upon paper documentation.

       Electronic registers mean that the Company will not be issuing certificates to
       investors. Instead, investors will be provided with a statement (similar to a bank
       account statement) that sets out the number of New Shares allotted to them
       under this Offer Document. The notice will also advise holders of their Holder
       Identification Number or Security Holder Reference Number and explain, for future
       reference, the sale and purchase procedures under CHESS, Strate and issuer
       sponsorship.

       Further monthly statements will be provided to holders if there have been any
       changes in their security holding in the Company during the preceding month.

3.17   Risk Factors

       An investment in New Shares should be regarded as speculative. In addition to
       the general risks applicable to all investments in listed securities, there are specific
       risks associated with an investment in the Company which are non-exhaustive.
       Please refer to Section 5 of this Offer Document for further details.

3.18   South African Exchange Control (Applicable to South African Shareholders only)

       In the case of Certificated Shareholders whose registered addresses are outside
       the Common Monetary Area or where the share certificates are restrictively
       endorsed in terms of the Exchange Control Regulations, the following will apply:

       (a)      Emigrants from the Common Monetary Area

                Share certificates bearing the new name will be restrictively endorsed
                “non-resident” in terms of the Exchange Control Regulations and will be
                sent to the shareholder’s authorised dealer in foreign exchange in South
                Africa controlling his/her blocked assets.

       (b)      All other non-residents of the Common Monetary Area

                Share certificates bearing the new name will be restrictively endorsed
                “non-resident” in terms of the Exchange Control Regulations. With regard
                to Dematerialised Shareholders whose registered addresses are outside
                the Common Monetary Area, their Shares will be annotated in the
                Company’s relevant sub register as “non-resident” and statements will be
                restrictively endorsed in terms of those regulations.

       In terms of the Exchange Control Regulations of the Republic of South Africa, non-
       residents of the Common Monetary Area will be allowed to take up rights
       allocated in terms of the offer provided that payment is received in foreign
       currency or in Rand from a Non-Resident Account.

       All applications by non-residents for the above purposes must be made through
       an Authorised Dealer in foreign exchange. Shares subsequently re-materialised
       and issued in certificated form, will be endorsed “Non-Resident”.
                                          
       Where a right in terms of the offer falls due to a former resident of the Common
       Monetary Area, which right is based on shares controlled in terms of the Exchange
       Control Regulations, only emigrant’s blocked funds may be used to take up this
       right.

       Applications by emigrants using emigrant’s blocked funds for the above purposes
       must be made through the Authorised Dealer in foreign exchange controlling their
       blocked assets. Any shares issued pursuant to the use of emigrant blocked funds
       will be credited to their blocked share accounts at the Central Securities
       Depository Participant controlling their blocked portfolios. The sale proceeds of
       letters of allocation, if applicable, will be returned to the Authorised Dealer in
       foreign exchange for credit to such emigrants’ blocked accounts.”

3.19   Taxation implications

       The Directors do not consider it appropriate to give Shareholders advice
       regarding the taxation consequences of subscribing for New Shares under this
       Offer Document. The Company, its advisers and its officers do not accept any
       responsibility or liability for any such taxation consequences to Shareholders.

       Shareholders should consult their professional tax adviser in connection with
       subscribing for New Shares under this Offer Document.

3.20   Continuous disclosure obligations

       The Company is a “disclosing entity” (as defined in section 111AC of the
       Corporations Act) for the purposes of the Corporations Act and its Shares are
       enhanced disclosure securities quoted on ASX and, as such, the Company is
       subject to regular reporting and disclosure obligations under the Corporations Act
       and the Listing Rules.

       Specifically, the Company is required to notify ASX of information about specific
       events and matters as they arise for the purposes of the ASX making that
       information available to the securities markets conducted by the ASX. In
       particular, the Company has an obligation under the ASX Listing Rules (subject to
       certain exceptions) to notify the ASX immediately of any information of which it is
       or becomes aware which a reasonable person would expect to have a material
       effect on the price of value of its securities.

       This Offer Document is intended to be read in conjunction with the publicly
       available information in relation to the Company which has been notified to ASX
       and does not include information that would be included in a disclosure
       document or which investors ought to have regard to in deciding whether to
       subscribe for Shares under the Offer. Investors should therefore have regard to
       the other publicly available information in relation to the Company before making
       a decision whether or not to invest.

       All announcements made by the Company are available from its website
       www.tawana.com.au or the ASX at www.asx.com.au.

       Additionally, the Company is also required to prepare and lodge with ASIC yearly
       and half-yearly financial statements accompanied by a directors’ statement and
       report, and an audit report or review. These reports are released to ASX and
       published on the Company’s and the ASX websites.

       This Offer Document (including the Entitlement & Acceptance Form) and the
       contracts that arise from acceptance of the Applications are governed by the
                                          
       laws applicable in Western Australia and each Applicant submits to the non-
       exclusive jurisdiction of the courts of Western Australia.

3.21   Enquiries concerning Offer Document

       Enquiries relating to this Offer Document should be directed to the Company on
       +61 8 9489 2600.
                                       
4.    ACTION REQUIRED BY SHAREHOLDERS

4.1   How to Accept the Offer

      Your acceptance of the Offer must be made on the Entitlement and Acceptance
      Form accompanying this Offer Document. You may participate in the Offer as
      follows:

      (a)     if you wish to accept your Entitlement in full:

              (i)      complete the Entitlement and Acceptance Form, filling in the
                       details in the spaces provided; and

              (ii)     attach your cheque or arrange payment by BPAY® for the
                       amount indicated on the Entitlement and Acceptance Form
                       (Eligible Shareholders in South Africa, please refer to 4.2 below);
                       or

      (b)     if you only wish to accept part of your Entitlement:

              (i)      fill in the number of New Shares you wish to accept in the space
                       provided on the Entitlement and Acceptance Form; and

              (ii)     attach your cheque or arrange payment by BPAY® for the
                       appropriate Application monies (at $0.015 per New
                       Share(Eligible Shareholders in South Africa, please refer to 4.2
                       below); or

      (c)     if you do not wish to accept all or part of your Entitlement, you are not
              obliged to do anything.

      Your completed Entitlement and Acceptance Form and payment must reach the
      Registry no later than 5:00pm (WST) for Australian and New Zealand Eligible
      Shareholders or 12.00 midday (Johannesburg time) for South African Eligible
      Shareholders on the Closing Date.

      The Offer is non-renounceable. Accordingly, a holder of Shares may not sell or
      transfer all or part of their Entitlement.

4.2   Actions required by Eligible Shareholders in South Africa

      Eligible Shareholder of dematerialised shares

      If you are an Eligible Shareholder and have dematerialised your Shares, you will
      not receive a printed Entitlement and Acceptance form and you should receive
      notification from your CSDP or broker regarding the new shares in terms of the
      offer to which you are entitled.

      Your CSDP or broker will credit your account with the total number of rights to
      which you are entitled and should contact you to ascertain:

      (a)     whether you wish to take up your rights in terms of the Rights Issue and, if
              so, in respect of how many New Shares; and

      (b)     if you do not wish to take up all or any of your rights.

      CSDP’s effect payment in respect of dematerialised Shareholders on a delivery
      versus payment basis.

                                          14
      If you are not contacted, you should contact your CSDP or broker and provide
      them with your instructions. If your CSDP or broker does not obtain instructions from
      you, they are obliged to act in terms of the mandate granted to them by you, or
      if the mandate is silent in this regard, not to subscribe for Shares in terms of the
      Offer.

      The Company does not take responsibility and will not be held liable for any failure
      on the part of any CSDP or broker to notify you of the Offer and/or to obtain
      instructions from you to subscribe for New Shares.

4.3   Implications of an acceptance

      Returning a completed Entitlement and Acceptance Form or paying any
      Application monies by BPAY® will be taken to constitute a representation by you
      that:

      (a)      you have received a copy of this Offer Document and the
               accompanying Entitlement and Acceptance Form, and read them both
               in their entirety; and

      (b)      you acknowledge that once the Entitlement and Acceptance Form is
               returned, or a BPAY® payment instruction is given in relation to any
               Application monies, the Application may not be varied or withdrawn
               except as required by law.

4.4   Payment by cheque/bank draft/ electronic payments

      In the case of Australian and New Zealand Eligible Shareholders, all cheques must
      be drawn on an Australian bank or bank draft made payable in Australian
      currency to “Tawana Resources NL” and crossed “Not Negotiable”.

      In the case of South African Certificated Eligible Shareholders, cheques must be
      drawn in South African currency on a South African bank and made payable to
      “Tawana Resources NL” and crossed “Not Negotiable”. Electronic Bank Transfers
      (EFT) will be accepted, kindly contact our Call Centre - Corporate Actions on 0861
      100 634 to obtain banking details and reference number for the deposits.
      Entitlement and Acceptance Form and proof of EFT payment may be faxed to
      +27 11 688 5210 or e-mailed to corporate.events@computershare.co.za. Kindly
      note that this is for subscription of the rights only and is not for selling of the rights.

      You should then forward your completed Entitlement and Acceptance Form and
      cheque to the Company’s share registry at the addresses set out below by no
      later than 5:00pm WST (for Australian and New Zealand Eligible Shareholders) or
      12.00 midday Johannesburg time (for South African Eligible Shareholders) on the
      Closing Date:
                                          
       Australian and New Zealand Eligible      South African Eligible Shareholders
       Shareholders

       Computershare Investor Services Pty      By hand:
       Limited                                  Computershare Investor Services
       PO Box 505,                              Proprietary Limited
       Melbourne VIC 3001                       70 Marshall Street
                                                Johannesburg,
       Australia
                                                2001, South Africa
                                                (PO Box 61763, Marshalltown, 2107 South
                                                Africa)

                                                By electronic mail to:
                                                c/o Computershare Investor Services
                                                Proprietary Limited
                                                corporate.events@computershare.co.za

                                                By facsimile to:
                                                c/o Computershare Investor Services
                                                Proprietary Limited
                                                +27 11 688 5210

                                                Computershare         Investor     Services
                                                Proprietary Limited will not be responsible
                                                for any loss and/or damage whatsoever
                                                in relation to or arising from the late or
                                                non-receipt of faxed or emailed
                                                Entitlement and Acceptance Forms or
                                                owing to Entitlement and Acceptance
                                                Form being forwarded to any other
                                                facsimile or email address other than
                                                those provided above.

                                                Entitlement and Acceptance Forms shall
                                                be deemed to be received on the date
                                                reflected in Computershare’s electronic
                                                or facsimile systems. Notwithstanding
                                                anything to the contrary it is the
                                                shareholder’s responsibility to ensure that
                                                their Entitlement and Acceptance Form is
                                                received by Computershare Investor
                                                Services Proprietary Limited.


4.5   Payment by BPAY® for Eligible Shareholders in Australia and New Zealand

      For payment by BPAY®, please follow the instructions on the Entitlement and
      Acceptance Form. You can only make a payment via BPAY® if you are the holder
      of an account with an Australian financial institution that supports BPAY®
      transactions. Please note that should you choose to pay by BPAY®:

      (a)     you do not need to submit the Entitlement and Acceptance Form but are
              taken to have made the declarations on that Entitlement and
              Acceptance Form; and

      (b)     if you do not pay for your Entitlement in full, you are deemed to have
              taken up your Entitlement in respect of such whole number of Shares

                                       16
               which is covered in full by your application monies.

      It is your responsibility to ensure that your BPAY® payment is received by the share
      registry by no later than 2:00pm (WST) on the Closing Date. You should be aware
      that your financial institution may implement earlier cut-off times with regards to
      electronic payment and you should therefore take this into consideration when
      making payment.

4.6   Shortfall Offer

      Any Entitlement not taken up pursuant to the Offer will form the Shortfall Offer.

      The Shortfall Offer is a separate offer made pursuant to this Offer Document and
      will remain open for up to three months following the Closing Date. The issue price
      for each Share to be issued under the Shortfall Offer shall be $0.015 (ZAR0.16268)
      being the price at which Shares have been offered under the Offer.

      The Directors reserve the right to issue Shortfall Shares at their absolute discretion.

                                            
5.    RISK FACTORS

5.1   Introduction

      The Shares offered under this Offer Document should be considered speculative
      because of the nature of the Company’s business.

      There are numerous risk factors involved with the Company’s business. Some of
      these risks can be mitigated by the use of safeguards and appropriate systems
      and controls, but some are outside the control of the Company and cannot be
      mitigated. Accordingly, an investment in the Company carries no guarantee with
      respect to the payment of dividends, return of capital or price at which securities
      will trade.

      The following is a summary of the more material matters to be considered.
      However, this summary is not exhaustive and potential investors should examine
      the contents of this Offer Document in its entirety and consult their professional
      advisors before deciding whether to apply for the New Shares.

5.2   Company Specific

      (a)     Exploration Success

              The Company’s principal project is the Mofe Creek Project located in
              Liberia, West Africa. The Company is the beneficial owner of two mineral
              exploration licenses. The licenses are at various stages of exploration, and
              potential investors should understand that mineral exploration and
              development are high-risk undertakings.

              As announced in the Company’s 2015 Annual Report, a decision was
              made to reduce project activities and project spend in late 2015 to
              conserve funds. The Company is currently considering a range of options
              to continue the advancement of the Mofe Creek Project. There is a risk
              that delays could occur in respect of restarting operations and/or the
              ramp up phases of operations, which may have an impact on the
              Company.

              There can also be no assurance that exploration of the licenses, or any
              other licenses that may be acquired in the future, will result in the
              discovery of an economic ore deposit. Even if an apparently viable
              deposit is identified, there is no guarantee that it can be economically
              exploited.

              In addition, there is no assurance that exploration or project studies by
              the Company will result in the definition of an economically viable mineral
              deposit or that the exploration tonnage estimates and conceptual
              project developments discussed in this Offer Document are able to be
              achieved.

      (b)     Exploration Costs

              The exploration costs of the Company are based on certain assumptions
              with respect to the method and timing of exploration. By their nature,
              these estimates and assumptions are subject to significant uncertainties
              and, accordingly, the actual costs may materially differ from these
              estimates and assumptions. Accordingly, no assurance can be given
              that the cost estimates and the underlying assumptions will be realised in

                                          18
              practice, which may materially and adversely affect the Company’s
              viability.

      (c)     Status of Licences

              The Company’s two licences are current and subject to renewal. The
              Company cannot guarantee that the granted licences will be renewed
              beyond their current expiry date and there is a material risk that, in the
              event the Company is unable to renew these granted licences beyond
              their current expiry date, the Company’s interest in the licences may be
              relinquished.

5.3   Industry Specific

      (a)     Resource estimate risks

              Resource estimates are expressions of judgment based on knowledge,
              experience and industry practice. Estimates, which were valid when
              made, may change when new information becomes available.
              Resource estimates are imprecise and depend to some extent on
              interpretations, which may prove to be inaccurate. If mineralisation or a
              formation is different from those predicted by past drilling and mining,
              resource estimates and mining plans may have to be altered in a way
              which could either benefit or adversely affect the Company's operations.

5.4   General Risks

      (a)     Additional requirements for capital

              The funds raised under the Offer are considered sufficient to meet the
              current proposed objectives of the Company. Additional funding may
              be required in the event future costs exceed the Company’s estimates
              and to effectively implement its business and operations plans in the
              future, to take advantage of opportunities for acquisitions, joint ventures
              or other business opportunities, and to meet any unanticipated liabilities
              or expenses which the Company may incur.

              The Company may seek to raise further funds through equity or debt
              financing, joint ventures or other means. Failure to obtain sufficient
              financing for the Company’s activities and future projects may result in
              delay and indefinite postponement of its research and development
              programmes. There can be no assurance that additional finance will be
              available when needed or, if available, the terms of the financing might
              not be favourable to the Company and might involve substantial dilution
              to Shareholders.

      (b)     Commodity price volatility and exchange rate risks

              If the Company achieves success leading to mineral production, the
              revenue it will derive through the sale of commodities exposes the
              potential income of the Company to commodity price and exchange
              rate risks. Commodity prices fluctuate and are affected by many factors
              beyond the control of the Company. Such factors include supply and
              demand fluctuations for precious and base metals, technological
              advancements, forward selling activities and other macro-economic
              factors.
                                      
      Furthermore, international prices of various commodities are
      denominated in United States dollars, whereas the income and
      expenditure of the Company are and will be taken into account in
      Australian currency, exposing the Company to the fluctuations and
      volatility of the rate of exchange between the United States dollar and
      the Australian dollar as determined in international markets.

(c)   General economic conditions

      Economic conditions, both domestic and global, may affect the
      performance of the Company. Factors such as fluctuations in currencies,
      commodity prices, inflation, interest rates, supply and demand and
      industrial disruption may have an impact on operating costs and share
      market prices. The Company's future possible revenues and Share price
      can be affected by these factors, all of which are beyond the control of
      the Company or its Directors.

(d)   Equity market conditions

      Securities listed on the stock market can experience extreme price and
      volume fluctuations that are often unrelated to the operating
      performances of such companies. The market price of Shares may fall as
      well as rise and may be subject to varied and unpredictable influences
      on the market for equities in general.

      General factors that may affect the market price of Shares include
      economic conditions in both Australia and internationally (particularly
      Australian, US and Chinese economic conditions), investor sentiment,
      local and international share market conditions, changes in interest rates
      and the rate of inflation, variations in commodity prices, the global
      security situation and the possibility of terrorist disturbances, changes to
      government regulation, policy or legislation, changes which may occur
      to the taxation of companies as a result of changes in Australian and
      foreign taxation laws, changes to the system of dividend imputation in
      Australia, and changes in exchange rates.

(e)   Government policy and legislation

      Countries in which the Company operates may be subject to political,
      economic, contractual and other uncertainties. Future government
      actions concerning the economy or the operation and regulation of
      mines could have a significant effect on the Company. The Company's
      activities may be subject to political, economic and other uncertainties,
      including the risk of civil rebellion, expropriation, nationalisation,
      enforceability or renegotiation or nullification of existing contracts, mining
      licences, permits or other agreements, changes in law or taxation
      policies, currency exchange restrictions, foreign ownership restrictions
      and changing political conditions.

(f)   Force Majeure

      The Company’s projects now or in the future may be adversely affected
      by risks outside the control of the Company including labour unrest, civil
      disorder, war, subversive activities or sabotage, fires, floods, explosions or
      other catastrophes, epidemics or quarantine restrictions.

                                  
5.5   Investment Speculative

      The above list of risk factors ought not to be taken as exhaustive of the risks faced
      by the Company or by investors in the Company. The above factors, and others
      not specifically referred to above, may in the future materially affect the financial
      performance of the Company and the value of the securities offered under this
      Offer Document. Therefore, the securities to be issued pursuant to this Offer
      Document carry no guarantee with respect to the payment of dividends, returns
      of capital or the market value of those securities.

      Potential investors should consider that the investment in the Company is
      speculative and should consult their professional advisers before deciding
      whether to apply for securities pursuant to this Offer Document.

                                  
6.   DEFINED TERMS

     $ or A$ means an Australian dollar.

     Additional Shares means those New Shares not issued under the Offer.

     Applicant refers to a person who submits an Entitlement and Acceptance Form,
     or submits a payment of subscription monies in respect of the Offer.

     Application refers to the submission of an Entitlement and Acceptance Form or
     Shortfall Application Form (as the case may be).

     ASX means ASX Limited (ACN 008 624 691) or, where the context permits, the
     Australian Securities Exchange operated by ASX Limited.

     ASX Listing Rules means the Listing Rules of the ASX.

     Closing Date means the closing date set out in Section 3.4 or such other date as
     may be determined by the Directors.

     Company means Tawana Resources NL (ACN 085 166 721).

     Corporations Act means the Corporations Act 2001 (Cth).

     Directors mean the directors of the Company.

     Eligible Shareholder means a Shareholder whose details appear on the
     Company's register of Shareholders as at the Record Date whose registered
     address is in Australia or New Zealand.

     Entitlement means the entitlement to subscribe for 1 New Share for every 1 Shares
     held by an Eligible Shareholder on the Record Date.

     Entitlement and Acceptance Form means the Entitlement and Acceptance Form
     accompanying this Offer Document.

     JSE means JSE Limited, a company duly registered and incorporated with limited
     liability under the company laws of the RSA under registration number
     2005/022939/06, licensed as an exchange under the Securities Services Act.

     New Share means a new Share proposed to be issued pursuant to this Offer.

     Offer or Rights Issue means the pro rata non-renounceable offer of New Shares at
     an issue price of $0.015 (ZAR0.16268) each on the basis of 1 New Share for every 1
     Share held on the Record Date subscribed for pursuant to this Offer Document.

     Offer Document means this Offer Document.

     Opening Date means the opening date set out in Section 3.4 of this Offer
     Document.

     Record Date means the record date set out in Section 3.4 of this Offer Document.

     Section means a section of this Offer Document.

     Share means an ordinary fully paid share in the capital of the Company.

     Shareholder means a holder of Shares.
                                          
     Shortfall means those Shares under the Offer not applied for by Shareholders
     under their Entitlement.

     US Person means a person who receives the Offer when they are located in either
     the United States of America.

     ZAR means a South African Rand.




                                  23

Date: 04/05/2016 10:12:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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