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TAWANA RESOURCES NL - Appendix 3B

Release Date: 03/06/2016 11:00:00      Code(s): TAW       PDF(s):  
Appendix 3B

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 Securities Exchange Limited: TAW
ASX ISIN: AU000000TAW7
(“the Company” or “Tawana”)


                                                                                                   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, and 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               Fully Paid Ordinary Shares
          to be issued


2    Number of +securities issued                        34 406 658 Ordinary Shares subscribed for
     or to be issued (if known) or                       pursuant to the 1 for 1 Non-Renounceable Rights
     maximum number which may                            Issue announcement to ASX on 4 May 2014
     be issued
3    Principal     terms   of    the                     Fully Paid Ordinary Shares
     +securities (eg, if options,
     exercise price and expiry date;
     if partly paid +securities, the
     amount outstanding and due
     dates     for    payment;     if
     +convertible securities, the
     conversion price and dates for
     conversion)

4    Do the +securities rank equally                     Yes
     in all respects from the date of
     allotment with an existing +class
     of quoted +securities?

     If the additional securities do
     not rank equally, please state:
     ? the date from which they do
     ? the extent to which they
        participate for the next
        dividend, (in the case of a
        trust,    distribution)      or
        interest payment
     ? the extent to which they do
        not rank equally, other than
        in relation to the next
        dividend, distribution or
        interest payment

5    Issue price or consideration                       $0.015


6    Purpose of the issue                               Primary use of the funds raised will be use to
     (If issued as consideration for                    maintain the Mofe Creek Iron Ore Project and
     the acquisition of assets, clearly                 associated Liberian administration costs,
     identify those assets)                             assessing potential acquisition costs,
                                                        administration and working capital.



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                       N/A
     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                   7.1 – 16 225 411
     issue capacity under rule 7.1 and                  7.1 A – N/A
     rule 7.1A – complete Annexure 1
     and release to ASX Market
     Announcements

7    Dates of entering +securities                      3 June 2016
     into uncertificated holdings or
     despatch of certificates



                                                        Number             +Class

8    Number and        +class of all                    108 169 409        Ordinary   Fully   Paid
     +securities    quoted on ASX                                          Shares
     (including the securities in
     section 2 if applicable)
                                                        Number             +Class

9    Number and +class
     of all +securities not quoted                      500 000            Options ($0.36, 12 Dec 2016)
     on ASX                                              75 000            Class A Incentive Options
     (including the securities in                       550 000            ($0.30, 12 Dec 2016)                 
     section 2 if applicable)                                              Class F Incentive Options
                                                                           (0.178, 26 May 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                        No
     required?


12   Is the issue renounceable or                       Non-renounceable
     non-renounceable?

13   Ratio in which the +securities                     One (1) new share for every one (1) share held
     will be offered

14   +Class  of +securities to which                    Ordinary Fully Paid
     the offer relates

15   +Record   date to determine                        13 May 2016
     entitlements

16   Will holdings on different                         Yes
     registers (or subregisters) be
     aggregated    for   calculating
     entitlements?

17   Policy for deciding entitlements                   N/A
     in relation to fractions


18   Names of countries in which                        Offer only being made available to Shareholders
     the entity has +security holders                   with a registered address in Australia
     who will not be sent new issue                     or New Zealand or shareholders
     documents                                          registered on the JSE.
                                                               
     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                      27 May 2016
20   Names of any underwriters                         N/A



21   Amount of any underwriting                        N/A
     fee or commission

22   Names of any brokers to the                       N/A
     issue


23   Fee or commission payable to                      N/A
     the broker to the issue

24   Amount of any handling fee                        N/A
     payable to brokers who lodge
     acceptances or renunciations
     on behalf of +security holders

25   If the issue is contingent on                     N/A
     +security holders’ approval, the

     date of the meeting

26   Date entitlement and                              Notices were sent on 18 May 2016
     acceptance form and
     prospectus or Product
     Disclosure Statement will be
     sent to persons entitled

27   If the entity has issued options,                 Notices were sent on 4 May 2016
     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                    N/A
     (if applicable)

29   Date rights trading will end (if                  N/A
     applicable)

30   How do +security holders sell                     N/A
     their entitlements in full
     through a broker?

31   How do +security holders sell                     N/A
     part of their entitlements
     through a broker and accept for
     the balance?

32   How do +security holders                          N/A
     dispose of their entitlements
     (except by sale through a
     broker)?

33   +Despatch    date                                 3 June 2016



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 the number the names of the 20 largest holders of the additional +securities
        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

                                                                            +securities
 37
               A copy of any trust deed for the additional
              
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: 3 June 2016
                  (Company secretary)

Print name:       Michael Naylor


3 June 2016

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                               73 762 751
 securities on issue 12 months before date
 of issue or agreement to issue

 Add the following:

 •    Number of fully paid ordinary securities                      34 406 658
      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”                                                               108 169 409
Step 2: Calculate 15% of “A”

“B”                                            0.15

                                               [Note: this value cannot be changed]

Multiply “A” by 0.15                                                             16 225 411

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                                                                       16 225 411

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”                                                         16 225 411

                                               [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”                                             Not applicable

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: 03/06/2016 11:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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