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TAWANA RESOURCES NL - Cleansing notice and appendix 3B

Release Date: 07/11/2017 08:45:00      Code(s): TAW       PDF(s):  
Cleansing notice 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”)


CLEANSING NOTICE AND APPENDIX 3B
Further to the ASX announcement of 30 October 2017, Tawana Resources NL
(“Tawana” or the “Company”) advises it has issued 615,384 fully paid ordinary
shares as consideration for the first two Lake Cowan Project tenements transferred
from Metalicity. A further 153,846 shares will be issued upon transfer of the third
tenement.

Tawana has issued these shares without disclosure to investors under section
708A(5) of the Corporations Act 2001 (Cth) (Corporations Act).
With reference to the shares issued, in accordance with section 708A(6) of the
Corporations Act 2001 (Cth) (Corporations Act), the Company gives notice under
paragraph 708A(5)(e) that:

1. The shares were issued without disclosure to investors under Part 6D.2 of the
   Corporations Act;

2. As at the date of this notice:

       a. The Company has complied with the provisions of Chapter 2M of the
          Corporations Act as it applies to the Company;
       b. The Company has complied with section 674 of the Corporations Act;
          and
       c. There is no excluded information within the meaning of sections
          708A(7) and 708A(8) of the Corporations Act which is required to be
          disclosed under section 708A(6)(e) of the Corporations Act.

For further information, please contact:

Craig Hasson
Company Secretary
Tawana Resources NL

07 November 2017

Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
                                                                                                  Rule 2.7, 3.10.3, 3.10.4, 3.10.5

                                              Appendix 3B

                            New issue announcement,

                 application for quotation of additional securities
                                  and agreement

Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12


Name of entity
TAWANA RESOURCES NL


ABN
69 085 166 721


We (the entity) give ASX the following information.



Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).

 1        +Class  of +securities issued or               Fully Paid Ordinary Shares
          to be issued


 2        Number of +securities issued                   615,384
          or to be issued (if known) or
          maximum number which may
          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)




+ See chapter 19 for defined terms.

Appendix 3B Page 2                                                                                                      01/08/2012
4    Do the +securities rank equally
     in all respects from the date of     Yes
     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         nil


6    Purpose of the issue                 Consideration for acquisition of Metalicity’s Lake
     (If issued as consideration for      Cowan Project tenements
     the acquisition of assets, clearly
     identify those assets)




6a   Is the entity an +eligible entity    No
     that has obtained security
     holder approval under rule 7.1A?

     If Yes, complete sections 6b – 6h
     in relation to the +securities the
     subject of this Appendix 3B, and
     comply with section 6i

6b   The date the security holder         N/A
     resolution under rule 7.1A was
     passed

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

6d   Number of +securities issued         N/A
     with security holder approval
     under rule 7.1A
6e   Number of +securities issued         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 – 43,927,307
     issue capacity under rule 7.1 and    7.1A – N/A
     rule 7.1A – complete Annexure 1
     and release to ASX Market
     Announcements

7    Dates of entering +securities        6 November 2017
     into uncertificated holdings or
     despatch of certificates



                                          Number             +Class

8    Number and        +class of all      460,423,798        Ordinary   Fully   Paid
     +securities    quoted on ASX                            Shares
     (including the securities in
     section 2 if applicable)
                                              Number      +Class

9    Number and        +class of all          400,000     Class F Incentive Options
     +securities not quoted on ASX                        ($0.178, 26 May 2018)
     (including the securities in             2,500,000   Class G Placement Options
     section 2 if applicable)                             ($0.035, 14 June 2018)
                                              3,000,000   Class H Incentive Options
                                                          ($0.06, 30 June 2019)
                                              1,000,000   Class I Incentive Options
                                                          ($0.06, 30 June 2019)
                                              2,250,000   Class J Incentive Options
                                                          ($0.13, 7 January 2020)
                                              1,500,000   Class L Incentive Options
                                                          ($0.16, 15 March 2020)
                                              620,000     Class M Incentive Options
                                                          ($0.18, 8 May 2020)
                                              500,000     Class N Incentive Options
                                                          ($0.23, 27 March 2020)
                                              3,000,000   Class O Corporate Advisor Options
                                                          ($0.20, 12 April 2020)
                                              3,000,000   Class P Corporate Advisor Options
                                                          ($0.25, 12 April 2020)
                                              3,000,000   Class Q Corporate Advisor Options
                                                          ($0.30, 12 April 2020)
                                              500,000     Director Options
                                                          ($0.20, 15 June 2020)
                                              8,000,000   Advisor Options
                                                          ($0. 30625, 19 July 2020)
                                              500,000     Class O Incentive Options, ($0.22, and
                                                          $0.24, 21 August 2020)



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 non-        N/A
     renounceable?

13   Ratio in which the         +securities   N/A
     will 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 the                N/A
     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 acceptance                 N/A
     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 dispose                  N/A
         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)     -        Securities described in Part 1



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



Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or
documents

 35   If the +securities are +equity securities, the names of the 20 largest holders of the
      additional +securities, and the number and percentage of additional +securities
      held by those holders
 36   If the +securities are +equity securities, a distribution schedule of the additional
      +securities setting out the number of holders in the categories
      1 - 1,000
      1,001 - 5,000
      5,001 - 10,000
      10,001 - 100,000
      100,001 and over

 37   A copy of any trust deed for the additional +securities
      Entities that have ticked box 34(b)

 38   Number of securities for which
      +quotation is sought

 39   Class of +securities for which
      quotation is sought

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

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

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


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

                                                          Number   +Class

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

Quotation agreement

1      +Quotation of our additional +securities is in ASX’s absolute discretion. ASX
       may quote the +securities on any conditions it decides.

2      We warrant the following to ASX.

       -      The issue of the +securities to be quoted complies with the law and is
              not for an illegal purpose.

       -      There is no reason why those +securities should not be granted
              +quotation.



       -      An offer of the +securities for sale within 12 months after their issue
              will not require disclosure under section 707(3) or section 1012C(6) of
              the Corporations Act.
              Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be
              able to give this warranty


       -      Section 724 or section 1016E of the Corporations Act does not apply to
              any applications received by us in relation to any +securities to be
              quoted and that no-one has any right to return any +securities to be
              quoted under sections 737, 738 or 1016F of the Corporations Act at the
              time that we request that the +securities be quoted.

       -      If we are a trust, we warrant that no person has the right to return the
              +securities to be quoted under section 1019B of the Corporations Act at

              the time that we request that the +securities be quoted.

3      We will indemnify ASX to the fullest extent permitted by law in respect of any
       claim, action or expense arising from or connected with any breach of the
       warranties in this agreement.

4      We give ASX the information and documents required by this form. If any
       information or document not available now, will give it to ASX before
       +quotation of the +securities begins. We acknowledge that ASX is relying on

       the information and documents. We warrant that they are (will be) true and
       complete.



Sign here:        ................... ........................ ….        Date: 7 November 2017
                  (Company secretary)

Print name:         Craig Hasson


                      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                                             293,654,327
 securities on issue 12 months before date
 of issue or agreement to issue

 Add the following:                                1,000,000 Options (exercise of options on 24
                                                                              November 2016)
 •    Number of fully paid ordinary securities
      issued in that 12 month period under        27,200,175 (approved at shareholder meeting
                                                                    dated 23 December 2016)
      an exception in rule 7.2
                                                  50,000,000 (approved at shareholder meeting
 •    Number of fully paid ordinary securities                      dated 23 December 2016)
      issued in that 12 month period with
      shareholder approval                         3,171,000 (approved at shareholder meeting
                                                                    dated 23 December 2016)
 •    Number of partly paid ordinary
      securities that became fully paid in that        7,092,198 Shares (ratified at shareholder
      12 month period                                             meeting dated 23 May 2017)

 Note:                                              35,900,000 (ratified at shareholder meeting
 • Include only ordinary securities here –                                   dated 6 June 2017)
    other classes of equity securities
    cannot be added                               24,100,000 (approved at shareholder meeting
                                                                           dated 6 June 2017)
 • Include here (if applicable) the
    securities the subject of the Appendix
                                                  3,405,000 (exercise of options on 1 November
    3B to which this form is annexed                                                      2017)
 • 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”
                                                                                 445,522,700
Step 2: Calculate 15% of “A”

“B”                                            0.15

                                               [Note: this value cannot be changed]

Multiply “A” by 0.15                                                            66,828,405

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
                                               14,285,714 Fully Paid Ordinary Shares
agreed to be issued in that 12 month period
                                               (Issued 24/10/2017)
not counting those issued:
                                               8,000,000 options (Issued 19/07/2017)
•   Under an exception in rule 7.2
                                               615,384 Fully Paid Ordinary Shares (Issued
                                               06/11/2017)
•   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”                                                                             22,901,098

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

“A” x 0.15                                                                      66,828,405

Note: number must be same as shown in
Step 2

Subtract “C”                                                                    22,901,098

Note: number must be same as shown in
Step 3

Total [“A” x 0.15] – “C”                                                        43,927,307
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: 07/11/2017 08:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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