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TAWANA RESOURCES NL - Issue of Shares and Options, Cleansing Statement and Appendix 3B

Release Date: 10/04/2018 09:55:00      Code(s): TAW       PDF(s):  
Issue of Shares and Options, Cleansing Statement and Appendix 3B

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


Issue of Shares and Options, Cleansing Statement and Appendix 3B

Tawana Resources NL (“Tawana” or the “Company”) advises that it has issued 326,530 fully
paid ordinary shares on the exercise of options as per the attached Appendix 3B.
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.

Tawana further advises that 1,000,000 Employee Incentive options (exercise price of $0.50
and expiry date of 6 April 2021) have been issued.
Please refer also to the Appendix 3B attached.

For further information, please contact:

Claire O’Brien
Company Secretary
Tawana Resources NL

10 April 2018

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                    a) Fully Paid Ordinary Shares
            to be issued                                        b) Class S Incentive Options




   2        Number of +securities issued                        a) 326,530 Fully Paid Ordinary Shares
            or to be issued (if known) or                       b) 1,000,000 Incentive Options
            maximum number which may
            be issued


   3        Principal     terms   of    the                     a) Fully Paid Ordinary Shares
            +securities (eg, if options,                        b) Class S Incentive Options, (exercise price of
            exercise price and expiry date;                        $0.50 and expiry date of 6 April 2021)
            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          (a) Yes
     allotment with an existing +class      (b) No, the incentive options represent a new
     of quoted +securities?                     class of security

     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) 326,530 @0.30625 per share
                                                  b) The incentive options were issued for nil
                                                     consideration.

6    Purpose of the issue                         a) Issue of shares on exercise of Advisor
     (If issued as consideration for the             options which were issued to advisor in
     acquisition of assets, clearly                  relation to offtake agreement.
     identify those assets)                       b) Incentive options issued to employees and
                                                     consultants in accordance with the
                                                     Company’s Employee Option Incentive
                                                     Plan.


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 – 75,087,909
     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   10th April 2018
     uncertificated     holdings     or
     despatch of certificates



                                          Number             +Class

8    Number and        +class of all      505,304,001        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)
                                            1,250,000   Class J Incentive Options
                                                        ($0.13, 7 January 2020)
                                            1,000,000   Class L Incentive Options
                                                        ($0.16, 15 March 2020)
                                            500,000     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)
                                            7,346,940   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)
                                            1,000,000   Class S Incentive Options
                                                        ($0.50, 6 April 2021)


 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                      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 issue               N/A


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 part                N/A
          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 (fully paid ordinary shares only)



  (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
     ?the securities are equity securities, a distribution schedule of the additional
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: 10 April 2018
              (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
                                                                                   382,117,700
   Insert number of fully paid ordinary
   securities on issue 12 months before date
   of issue or agreement to issue

   Add the following:                               35,900,000 (ratified at shareholder meeting
                                                                             dated 6 June 2017)
   •   Number of fully paid ordinary
       securities issued in that 12 month        24,100,000 (approved at shareholder meeting
       period under an exception in rule 7.2                              dated 6 June 2017)
                                                 3,405,000 (exercise of options on 1 November
   •   Number of fully paid ordinary                                                     2017)
       securities issued in that 12 month
       period with shareholder approval         1,000,000 (exercise of options on 20 November
                                                                                         2017)
   •   Number of partly paid ordinary
       securities that became fully paid in         14,285,714 (ratified at shareholder meeting
                                                                      dated 12 December 2017)
       that 12 month period
                                                    42,857,143 (ratified at shareholder meeting
   Note:                                                              dated 12 December 2017)
   • Include only ordinary securities here –
      other classes of equity securities            696,530 (exercise of options on 11 January
      cannot be added                                                                    2018)
   • Include here (if applicable) the            326,530 (exercise of options on 10 April 2018)
      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”                                                                           504,688,617
Step 2: Calculate 15% of “A”

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

Multiply “A” by 0.15                                                          75,703,293

Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used

Insert number of equity securities issued
                                               615,384 Fully Paid Ordinary Shares
or agreed to be issued in that 12 month
                                               (Issued 06/11/2017)
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”                                                                              615,384

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

“A” x 0.15                                                                    75,703,293
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”                                                      75,087,909
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: 10/04/2018 09:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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