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TAWANA RESOURCES NL - Issue and Cancellation of Options and appendix 3B

Release Date: 22/12/2017 09:20:00      Code(s): TAW       PDF(s):  
Issue and Cancellation of Options 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”)

Issue and Cancellation of Options and appendix 3B
Tawana Resources NL (ASX: TAW) advises that the following options have
respectively been issued and cancelled:

•         Issue of 2,000,000 options; and
•         Cancellation of 250,000 Options ($0.13, Exp. 07 January 2020);

Please refer to the Appendix 3B attached.

For further information please contact the Company Secretary, Claire O’Brien on
+61 8 9489 2600.

Yours faithfully

Claire O’Brien
Joint Company Secretary

Detailed information on all aspects of Tawana’s projects can be found on the
Company’s website www.tawana.com.au


22 December 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 to   Director Options
    be issued
2   Number of +securities issued or   2,000,000
    to be issued (if known) or
    maximum number which may be
    issued
3   Principal terms of the +securities   Director Options (ex. $0.20, exp. 20 December 2020)
    (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 in
     all respects from the date of            No
     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                     N/A.
     (If issued as consideration for the
     acquisition of assets, clearly
     identify those assets)



6a   Is the entity an +eligible entity that   No
     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 with        N/A
     security holder approval under rule
     7.1A

6e   Number of +securities issued with        N/A
     security holder approval under rule
     7.3, or another specific security
     holder approval (specify date of
     meeting)
6f   Number of securities issued under      N/A
     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 rule   N/A
     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 – 75,026,757
     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 into     20 December 2017
     uncertificated holdings or despatch
     of certificates


                                            Number             +Class

8    Number and        +class    of all     504,280,941        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 section   2,500,000   Class G Placement Options
     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)
                                            2,000,000   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)
                                            2,000,000   Director Options
                                                        ($0.20, 20 December 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 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 registers            N/A
     (or subregisters) be aggregated for
     calculating entitlements?

17   Policy for deciding entitlements in             N/A
     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 or               N/A
     commission

22   Names of any brokers to the issue               N/A


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

24   Amount of any handling fee payable              N/A
     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, and           N/A
     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 their                  N/A
         entitlements in full through a
         broker?

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

 32      How do +security holders dispose of                  N/A
         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      +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: 22 December 2017
                    (Company secretary)

Print name:         Claire O’Brien


                      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                                              294,654,327
 securities on issue 12 months before date
 of issue or agreement to issue

 Add the following:                                27,200,175 (approved at shareholder meeting
                                                                     dated 23 December 2016)
 •    Number of fully paid ordinary securities
      issued in that 12 month period under         50,000,000 (approved at shareholder meeting
                                                                     dated 23 December 2016)
      an exception in rule 7.2
                                                    3,171,000 (approved at shareholder meeting
 •    Number of fully paid ordinary securities                       dated 23 December 2016)
      issued in that 12 month period with
      shareholder approval                              7,092,198 Shares (ratified at shareholder
                                                                   meeting dated 23 May 2017)
 •    Number of partly paid ordinary
      securities that became fully paid in that       35,900,000 (ratified at shareholder meeting
      12 month period                                                          dated 6 June 2017)

 Note:                                             24,100,000 (approved at shareholder meeting
 • Include only ordinary securities here –                                  dated 6 June 2017)
    other classes of equity securities
    cannot be added                                3,405,000 (exercise of options on 1 November
                                                                                           2017)
 • Include here (if applicable) the
    securities the subject of the Appendix
                                                  1,000,000 (exercise of options on 20 November
    3B to which this form is annexed                                                       2017)
 • It may be useful to set out issues of
    securities on different dates as                  14,285,714 (ratified at shareholder meeting
    separate line items                                                 dated 12 December 2017)

                                                      42,857,143 (ratified at shareholder meeting
                                                                        dated 12 December 2017)

 Subtract the number of fully paid ordinary                                                     -
 securities cancelled during that 12 month
 period

 “A”
                                                                                   503,665,557




+ See chapter 19 for defined terms.

01/08/2012                                                                     Appendix 3B Page 13
Step 2: Calculate 15% of “A”

“B”                                            0.15

                                               [Note: this value cannot be changed]

Multiply “A” by 0.15                                                            75,549,834

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
                                               615,384 Fully Paid Ordinary Shares (Issued
agreed to be issued in that 12 month period
                                               06/11/2017)
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”                                                                                   615,384

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

“A” x 0.15                                                                      75,549,834

Note: number must be same as shown in
Step 2

Subtract “C”                                                                          615,384

Note: number must be same as shown in
Step 3

Total [“A” x 0.15] – “C”                                                        74,934,450
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”




+ See chapter 19 for defined terms.

01/08/2012                                                                 Appendix 3B Page 15
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: 22/12/2017 09:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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