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TAWANA RESOURCES NL - Completion of rights issue shortfall and appendix 3B

Release Date: 17/06/2016 09:30:00      Code(s): TAW       PDF(s):  
Completion of rights issue shortfall and 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”)


Completion of Rights Issue Shortfall
Tawana Resources NL advises that the Company has issued 39,356,093 fully paid
ordinary shares from the recent Rights Issue (refer ASX announcement 1 June
2016) (Shortfall Shares).

In addition the Company has issued 2,500,000 options at an exercise price of
$0.035 (133% premium to the rights issue price) (Placement Options) to the
mandated manager who was engaged by the Board of Directors to assist with
placement of the Shortfall Shares. No cash fees were paid as part of this
engagement.

The Company raised $1,106,441 (before costs) as a result of the rights issue.
Refer to the appendix 3B attached.
For further information, contact:
Michael Naylor
Executive Director
Ph: +61 8 9489 2600



 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          (a) Fully Paid Ordinary Shares
        or to be issued                         (b) Class G Placement Options


 2      Number of +securities issued            (a) 39,356,093 Ordinary Shares. These are
        or to be issued (if known) or               the shortfall shares from the 1 for 1 Non-
        maximum number which may                    Renounceable Rights Issue announced to
        be issued                                   ASX on 4 May 2016.
                                                (b) 2,500,000 Class G Placement Options

 3      Principal     terms    of     the       (a) Fully Paid Ordinary Shares
        +securities (eg, if options,            (b) Class G Placement Options, exercise
        exercise price and expiry                   price $0.035, expiry 14 June 2018.
        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           (a) Yes
        in all respects from the date of          (b) No, the placement options represent a
        allotment with an existing +class             new class of security
        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              (a) $0.015
                                                  (b) The Placement Options were issued for
                                                      nil cash consideration.
6    Purpose of the issue                       (a) The primary use of the funds will be used
     (If issued as consideration for                to maintain the Mofe Creek Iron Ore
     the acquisition of assets, clearly             Project    and     associated     Liberian
     identify those assets)                         administration costs, assessing potential
                                                    acquisition costs, administration and
                                                    working capital.
                                                (b) Placement Options were issued as full
                                                    consideration for services provided by the
                                                    mandated Manager to place the shortfall
                                                    shares as a result of the 1 for 1 Non-
                                                    Renounceable Rights Issue announced
                                                    to ASX on 4 May 2016.

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         2,500,000 Class G Placement Options
     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          39,356,093 ordinary fully paid shares
     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 – 19,628,825
     issue capacity under rule 7.1
     and rule 7.1A – complete              7.1A - N/A
     Annexure 1 and release to ASX
     Market Announcements

7    Dates of entering +securities         16 June 2016
     into uncertificated holdings or
     despatch of certificates


                                           Number                   +Class

8    Number and +class of all              147,525,502              Ordinary    Fully   Paid
     +securities   quoted on ASX                                    Shares
     (including the securities in
     section 2 if applicable)

                                           Number         +Class

9    Number and +class of all                 500,000     Options ($0.36, 12 Dec 2016)
     +securities not quoted on ASX
                                               75,000     Class A Incentive Options
     (including the securities in
                                                                  ($0.30, 12 Dec 2016)
     section 2 if applicable)
                                              550,000     Class F Incentive Options
                                                                 ($0.178, 26 May 2018)
                                            2,500,000      Class G Placement Options ($0.035,
                                                          15 June 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                     N/A
     required?


12   Is the issue renounceable or                    N/A
     non-renounceable?         

13   Ratio in which the +securities will             N/A
     be offered

14   +Class  of +securities to which the             N/A
     offer relates

15   +Record    date    to    determine              N/A
     entitlements

16   Will holdings on different                      N/A
     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 the                 N/A
     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                     N/A
     acceptances or renunciations

20   Names of any underwriters                       N/A



21   Amount of any underwriting fee                  N/A
     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              N/A
     acceptance form and prospectus
     or Product Disclosure Statement
     will be sent to persons entitled

27   If the entity has issued options,               N/A
     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              N/A
     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     +Issue   date                                 N/A




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)    xx       Securities described in Part 1


 (b)             All other securities
                 Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,
                 employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible
                 securities



Entities that have ticked box 34(a)

Additional securities forming a new class of securities
Tick to indicate you are providing the information or
documents

 35              If the +securities are +equity securities, the names of the 20 largest holders of
                 the additional +securities, and the number and percentage of additional
                 +securities held by those holders


 36              If the +securities are +equity securities, a distribution schedule of the additional
                 +securities setting out the number of holders in the categories

                 1 - 1,000
                 1,001 - 5,000
                 5,001 - 10,000
                 10,001 - 100,000
                 100,001 and over

 37              A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

 38     Number of securities for which
        +quotation is sought
39   Class of +securities for which
     quotation is sought


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

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

41   Reason for request for quotation
     now
     Example: In the case of restricted securities,
     end of restriction period


     (if issued upon conversion of
     another security, clearly identify
     that other security)



                                                      Number   +Class

42   Number and +class of all
     +securities   quoted on ASX
     (including the securities in clause
     38)




Quotation agreement

1     +Quotationof 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: 16 June 2016
                  (Company secretary)

Print name:       Michael Naylor
                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 (Rights Issue 3 June 2016)
      issued in that 12 month period under an
      exception in rule 7.2                         39,356,093 (Rights Issue Shortfall 16 June
                                                                                         2016)
 •    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”                                                                              147,525,502




 Step 2: Calculate 15% of “A”

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

Multiply “A” by 0.15                                                            22,128,825

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              2,500,000 options (16 June 2016)
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”                                                                               2,500,000

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

“A” x 0.15                                                                      22,128,825

Note: number must be same as shown in
Step 2

Subtract “C”                                                                      2,500,000

Note: number must be same as shown in
Step 3

Total [“A” x 0.15] – “C”                                                        19,628,825

                                               [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



17 June 2016

Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd

Date: 17/06/2016 09:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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