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Tawana Resources Nl - Notice Of General Meeting

Release Date: 22/07/2016 08:14:00      Code(s): TAW     
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 Stock Exchange Limited: TAW
ASX ISIN: AU000000TAW7
(?the Company? or ?Tawana?)

                        NOTICE OF GENERAL MEETING
PLEASE NOTE: ALL GRAPHICS HAVE BEEN REMOVED FOR SENS PURPOSES. PLEASE REFER TO
TAWANA WEBSITE FOR THE COMPLETE ANNOUNCEMENT.


    Please find following a Notice of General Meeting and accompanying Proxy Form which
    was sent by mail to Tawana Resources NL (ASX:TAW) sharholders today.



    For and on behalf of the Board


    Michael Naylor
    Director and Company Secretary
22 July 2016

Sponsor: PriceWaterhouseCoopers Proprietary Limited.




TAWANA RESOURCES NL
ACN 085 166 721
NOTICE OF GENERAL MEETING


TIME:            10.00am (WST)

DATE:            23 August 2016

PLACE:           288 Churchill Avenue, Subiaco, Western Australia
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they
should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the
Company Secretary on +61 8 9489 2600.
CONTENTS

Business of the Meeting (setting out the proposed Resolutions)                             3

Explanatory Statement (explaining the proposed Resolutions)                                7

Glossary                                                                                  19

Schedule 1 ? Terms and Conditions of Related Party Options                         Attached

Schedule 2 ? Valuation of Related Party Options                                    Attached

Proxy Form                                                                         Attached

IMPORTANT INFORMATIO N

Time and place of Meeting

Notice is given that the Meeting will be held at 10.00am (WST) on 23 August 2016 at 288
Churchill Avenue, Subiaco, Western Australia.

Your vote is important

The business of the Meeting affects your shareholding and your vote is important.

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations
Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are
registered Shareholders at 10.00am (WST) on 21 August 2016.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the
time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

-             each Shareholder has a right to appoint a proxy;

-             the proxy need not be a Shareholder of the Company; and

-             a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and
              may specify the proportion or number of votes each proxy is appointed to
              exercise. If the member appoints 2 proxies and the appointment does not
              specify the proportion or number of the member?s votes, then in accordance
              with section 249X(3) of the Corporations Act, each proxy may exercise one-half
              of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act
made in 2011 mean that:


Notice of Meeting 21 07 16 FINAL.doc                                                            1
-       if proxy holders vote, they must cast all directed proxies as directed; and

-       any directed proxies which are not voted will automatically default to the Chair,
        who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may
specify the way the proxy is to vote on a particular resolution and, if it does:

-       the proxy need not vote on a show of hands, but if the proxy does so, the proxy
        must vote that way (ie as directed); and

-       if the proxy has 2 or more appointments that specify different ways to vote on
        the resolution, the proxy must not vote on a show of hands; and

-       if the proxy is the chair of the meeting at which the resolution is voted on, the
        proxy must vote on a poll, and must vote that way (ie as directed); and

-       if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy
        does so, the proxy must vote that way (ie as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

-       an appointment of a proxy specifies the way the proxy is to vote on a particular
        resolution at a meeting of the Company's members; and

-       the appointed proxy is not the chair of the meeting; and

-       at the meeting, a poll is duly demanded on the resolution; and

-       either of the following applies:

        -        the proxy is not recorded as attending the meeting; or

        -        the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been
appointed as the proxy for the purposes of voting on the resolution at the meeting.

                                                                                        2
BUSINESS OF THE MEETING

AGENDA

1.   RESOLUTION 1 ? ISSUE OF SHARES IN CONSIDERATION FOR THE ACQUISITION OF
     MOUNT BELCHES PTY LTD

     To consider and, if thought fit, to pass, with or without amendment, the following
     resolution as an ordinary resolution:

           ?That, for the purposes of ASX Listing Rule 7.1 and for all other purposes,
           approval is given for the Company to issue up to 40,000,000 Shares on the
           terms and conditions set out in the Explanatory Statement.?

     Voting Exclusion: The Company will disregard any votes cast on this Resolution by any
     person who may participate in the proposed issue and a person who might obtain a
     benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the
     Resolution is passed and any associates of those persons. However, the Company need
     not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote,
     in accordance with the directions on the Proxy Form, or, it is cast by the person chairing
     the meeting as proxy for a person who is entitled to vote, in accordance with a direction
     on the Proxy Form to vote as the proxy decides.

2.   RESOLUTION 2 ? RATIFICATION OF PRIOR ISSUE OF SHARES ? TRANCHE 1 OF
     CAPITAL RAISING

     To consider and, if thought fit, to pass, with or without amendment, the following
     resolution as an ordinary resolution:

           ?That, for the purposes of ASX Listing Rule 7.4 and for all other purposes,
           Shareholders ratify the issue of 19,600,000 Shares on the terms and
           conditions set out in the Explanatory Statement.?

     Voting Exclusion: The Company will disregard any votes cast on this Resolution by a
     person who participated in the issue and any associates of those persons. However, the
     Company need not disregard a vote if it is cast by a person as a proxy for a person who
     is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by
     the person chairing the meeting as proxy for a person who is entitled to vote, in
     accordance with a direction on the Proxy Form to vote as the proxy decides.

3.   RESOLUTION 3 ? ISSUE OF SHARES ? TRANCHE 2 OF CAPITAL RAISING

     To consider and, if thought fit, to pass, with or without amendment, the following
     resolution as an ordinary resolution:

           ?That, subject to and conditional upon the passing of Resolutions 1 and 2,
           for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval
           is given for the Company to issue up to 50,400,000 Shares on the terms and
           conditions set out in the Explanatory Statement.?

     Voting Exclusion: The Company will disregard any votes cast on this Resolution by any
     person who may participate in the proposed issue and a person who might obtain a
     benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the
     Resolution is passed and any associates of those persons. However, the Company need
     not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote,
     in accordance with the directions on the Proxy Form, or, it is cast by the person chairing
     the meeting as proxy for a person who is entitled to vote, in accordance with a direction
     on the Proxy Form to vote as the proxy decides.
                                                                                                  3
4.   RESOLUTION 4 ? PARTICIPATION OF RELATED PARTY IN CAPITAL RAISING ? MICHAEL
     NAYLOR

     To consider and, if thought fit, to pass, with or without amendment, the following
     resolution as an ordinary resolution:

           ?That, for the purposes of section 195(4) of the Corporations Act, ASX Listing
           Rule 10.11 and for all other purposes, approval is given for the Company to
           issue up to 2,000,000 Shares to Michael Naylor (or his nominee) on the terms
           and conditions set out in the Explanatory Statement.?

     Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution
     by Michael Naylor (and his nominee) and any of their associates. However, the
     Company need not disregard a vote if it is cast by a person as a proxy for a person who
     is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by
     the person chairing the meeting as proxy for a person who is entitled to vote, in
     accordance with a direction on the Proxy Form to vote as the proxy decides.

5.   RESOLUTION 5 ? PARTICIPATION OF RELATED PARTY IN CAPITAL RAISING ? MICHAEL
     BOHM

     To consider and, if thought fit, to pass, with or without amendment, the following
     resolution as an ordinary resolution:

           ?That, for the purposes of section 195(4) of the Corporations Act, ASX Listing
           Rule 10.11 and for all other purposes, approval is given for the Company to
           issue up to 2,000,000 Shares to Michael Bohm (or his nominee) on the terms
           and conditions set out in the Explanatory Statement.?

     Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution
     by Michael Bohm (and his nominee) and any of their associates. However, the
     Company need not disregard a vote if it is cast by a person as a proxy for a person who
     is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by
     the person chairing the meeting as proxy for a person who is entitled to vote, in
     accordance with a direction on the Proxy Form to vote as the proxy decides.

6.   RESOLUTION 6 ? PARTICIPATION OF RELATED PARTY IN CAPITAL RAISING ? ROBERT
     BENUSSI

     To consider and, if thought fit, to pass, with or without amendment, the following
     resolution as an ordinary resolution:

           ?That, for the purposes of section 195(4) of the Corporations Act, ASX Listing
           Rule 10.11 and for all other purposes, approval is given for the Company to
           issue up to 2,000,000 Shares to Robert Benussi (or his nominee) on the terms
           and conditions set out in the Explanatory Statement.?

     Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution
     by Robert Benussi (and his nominee) and any of their associates. However, the
     Company need not disregard a vote if it is cast by a person as a proxy for a person who
     is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by
     the person chairing the meeting as proxy for a person who is entitled to vote, in
     accordance with a direction on the Proxy Form to vote as the proxy decides.

7.   RESOLUTION 7 ? ISSUE OF OPTIONS TO RELATED PARTY ? MICHAEL NAYLOR

     To consider and, if thought fit, to pass the following resolution as an ordinary
     resolution:
                                                                                              4
            ?That, for the purposes of section 195(4) and section 208 of the
           Corporations Act, ASX Listing Rule 10.11 and for all other purposes,
           approval is given for the Company to issue 1,000,000 Options to Michael
           Naylor (or his nominee) on the terms and conditions set out in the
           Explanatory Statement.?

     ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by
     Michael Naylor (or his nominee) and any of their associates. However, the Company
     need not disregard a vote if it is cast by a person as a proxy for a person who is entitled
     to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person
     chairing the meeting as proxy for a person who is entitled to vote, in accordance with a
     direction on the Proxy Form to vote as the proxy decides.

     Voting Prohibition Statement:

     A person appointed as a proxy must not vote, on the basis of that appointment, on this
     Resolution if:

     (a)      the proxy is either:

              (i)       a member of the Key Management Personnel; or

              (ii)      a Closely Related Party of such a member; and

     (b)      the appointment does not specify the way the proxy is to vote on this
              Resolution.

     However, the above prohibition does not apply if:

     (a)      the proxy is the Chair; and

     (b)      the appointment expressly authorises the Chair to exercise the proxy even
              though this Resolution is connected directly or indirectly with remuneration of a
              member of the Key Management Personnel.

8.   RESOLUTION 8 ? ISSUE OF OPTIONS TO RELATED PARTY ? MICHAEL BOHM

     To consider and, if thought fit, to pass the following resolution as an ordinary
     resolution:

            ?That, for the purposes of section 195(4) and section 208 of the
           Corporations Act, ASX Listing Rule 10.11 and for all other purposes,
           approval is given for the Company to issue 1,000,000 Options to Michael
           Bohm (or his nominee) on the terms and conditions set out in the
           Explanatory Statement.?

     ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by
     Michael Bohm (or his nominee) and any of their associates. However, the Company
     need not disregard a vote if it is cast by a person as a proxy for a person who is entitled
     to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person
     chairing the meeting as proxy for a person who is entitled to vote, in accordance with a
     direction on the Proxy Form to vote as the proxy decides.

     Voting Prohibition Statement:

     A person appointed as a proxy must not vote, on the basis of that appointment, on this
     Resolution if:

     (a)      the proxy is either:

              (i)       a member of the Key Management Personnel; or

                                                                                              5
                 (ii)      a Closely Related Party of such a member; and

        (b)      the appointment does not specify the way the proxy is to vote on this
                 Resolution.

        However, the above prohibition does not apply if:

        (a)      the proxy is the Chair; and

        (b)      the appointment expressly authorises the Chair to exercise the proxy even
                 though this Resolution is connected directly or indirectly with remuneration of a
                 member of the Key Management Personnel.

9.      RESOLUTION 9 ? ISSUE OF OPTIONS TO RELATED PARTY ? ROBERT BENUSSI

        To consider and, if thought fit, to pass the following resolution as an ordinary
        resolution:

               ?That, for the purposes of section 195(4) and section 208 of the
              Corporations Act, ASX Listing Rule 10.11 and for all other purposes,
              approval is given for the Company to issue 1,000,000 Options to Robert
              Benussi (or his nominee) on the terms and conditions set out in the
              Explanatory Statement.?

        ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by
        Robert Benussi (or his nominee) and any of their associates. However, the Company
        need not disregard a vote if it is cast by a person as a proxy for a person who is entitled
        to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person
        chairing the meeting as proxy for a person who is entitled to vote, in accordance with a
        direction on the Proxy Form to vote as the proxy decides.

        Voting Prohibition Statement:

        A person appointed as a proxy must not vote, on the basis of that appointment, on this
        Resolution if:

        (a)      the proxy is either:

                 (i)       a member of the Key Management Personnel; or

                 (ii)      a Closely Related Party of such a member; and

        (b)      the appointment does not specify the way the proxy is to vote on this
                 Resolution.

        However, the above prohibition does not apply if:

        (a)      the proxy is the Chair; and

        (b)      the appointment expressly authorises the Chair to exercise the proxy even
                 though this Resolution is connected directly or indirectly with remuneration of a
                 member of the Key Management Personnel.

Dated: 21 July 2016

By order of the Board




Michael Naylor
Company Secretary
                                                                                                 6
EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the
Directors believe to be material to Shareholders in deciding whether or not to pass the
Resolutions.

1.      BACKGROUND

1.1     Summary of the Acquisition

        As announced on 11 July 2016, the Company has conditionally agreed to
        acquire 100% of the issue share capital in Mount Belches Pty Ltd (Mount Belches)
        (Acquisition) pursuant to a binding term sheet dated 11 July 2016 (Term Sheet).
        Completion of the Acquisition is conditional upon the Company obtaining all
        necessary Shareholder and regulatory approvals pursuant to the ASX Listing
        Rules, the Corporations Act and any other relevant law on or before 31 August
        2016.

        Mount Belches is the legal and beneficial owner of:

           -   one exploration licence application (E15/1525); and

           -   an option to acquirethree exploration licences and one exploration
               licence application (E15/1205, E15/1446, E15/1377 and E15/1401) from the
               registered holders of such licences (Licence Holders) pursuant to an
               option agreement dated 20 May 2016 (Option Agreement),

           (together the Mount Belches Projects), each of which are prospective for
           lithium and are located in the Goldfields region of Western Australia.

        The Mount Belches Projects are located in two project areas:

           -   Cowan ? comprising the three granted exploration licences E15/1205,
               E15/1446, E15/1377 totalling 159 square km and located approximately
               55km south-east of Kambalda; and

           -   Yallari ? comprising the two exploration licence applications E15/1401
               and E15/1525 totalling 100 square km and located approximately 25km
               south-east of Coolgardie, adjacent to the Coolgardie-Esperance Hwy..

        Further details of the Mount Belches Projects are set out in section 1.2 below.

        The Company has appointed the sole director of Mount Belches, Mark
        Calderwood, as Chief Executive Officer effective from 11 July 2016.

        Upon exercise of the option under the Option Agreement, Mount Belches is
        required to pay a purchase price of $2,000,000 to the Licence Holders to be
        satisfied in cash or by the issue of shares in an ASX listed entity (at a deemed
        issue price equal to the volume weighted average price of such shares in the 30
        day period prior to the date of issue) at the election of the Licence Holders.
        Upon exercise of the option under the Option Agreement, a 2% gross royalty on
        all mineral production from the Mount Belches Projects is payable to the Licence
        Holders. None of the Licence Holders are related parties of the Company.

        The consideration for the Acquisition will be satisfied by the Company issuing
        40,000,000 Shares (Consideration Shares) to the three shareholders of Mount
        Belches on a pro rata basis in proportion to their respective shareholdings in

                                                                                          7
      Mount Belches. None of the Mount Belches shareholders are related parties of
      the Company. Resolution 1 seeks Shareholder approval for the issue of the
      Consideration Shares. On 6 July 2016, the Company paid a non-refundable
      deposit of $100,000 in respect of the Acquisition.

      In conjunction with the Acquisition, the Company is undertaking a capital raising
      to raise $1,750,000 by the issue of 70,000,000 Shares at an issue price of $0.025
      per Share, to be completed in two tranches (Capital Raising). Resolution 2 seeks
      Shareholder approval for the ratification of the issue of Shares under Tranche 1 of
      the Capital Raising and Resolution 3 seeks Shareholder approval for the issue of
      Shares under Tranche 2 of the Capital Raising. Resolutions 4 to 6 seek
      Shareholder approval for the participation by the Directors in Tranche 2 of the
      Capital Raising.

1.2   Summary of the Mount Belches Projects

      (a)     Cowan Project

      The Cowan Project area is located approximately 55km south-east of Kambalda
      in the Eastern Goldfields of Western Australia. It is located approximately 75km
      south east of the Mt Marion Lithium project.
      Geology

      The project area comprises Archaean quartz-biotite metasediments and
      amphibolites of the Eastern Goldfields Terrane of the Yilgarn Craton. These
      metasediments trend north-south and have been intruded by large numbers of
      pegmatites.
      Two main belts of rare element Lithium-Caesium-Tantalum type (?LCT?)
      pegmatites are known in the project area. LCT type pegmatites are derived
      from highly siliceous, peraluminous (S-Type, ?fertile? granites) as highly
      fractionated granitic melts. These fractionated melts contain the rare elements
      (Be, Rb, Cs, Sn, Nb, Ta etc) and a high volatile content (H2O, F, B, P and Li). Petr
      ?erny's pegmatite classification (?erny 1991)* is the accepted standard. Under
      this pegmatite classification scheme the project area is prospective for:
              (i)      LCT Albite-spodumene: These are typically unzoned,
                       homogeneous pegmatites with subhedral spodumene in a
                       quartz-albite matrix. The Mt Marion pegmatites (located 75km
                       to the northwest) are examples of this subclass.

              (ii)     LCT Albite: Zoned albite pegmatites have a fine grained albite
                       and quartz border zone with albite, often of the cleavelandite
                       variety, as the central pegmatite zone. Small quartz lenses and
                       scattered pods of coarsely crystallized quartz, microcline with
                       accessory minerals of beryl and phosphates with mica are
                       found irregularly within the albite central zones. Tantalum
                       minerals are found disseminated within the albite.

              (iii)    LCT Complex: There are considered to be four subclasses
                       depending upon which Li-bearing mineral is dominant in the
                       pegmatite.

                       (A)      Spodumene: spodumene-dominant lithium-bearing
                                pegmatites that are zoned and mineralogically
                                complex (e.g. the Greenbushes and Mt Cattlin
                                pegmatite deposits).


                                                                                        8
                            (B)       Petalite: Zoned pegmatites dominated by petalite
                                      and/or its alteration products (e.g. the Londonderry
                                      pegmatites, located 105km to the west-northwest).

                            (C)       Lepidolite: Pegmatites simple or zoned with are rich in
                                      lepidolite (e.g. the Mt Deans pegmatites located
                                      105km to the southwest).

                            (D)       Amblygonite: Amblygonite-rich pegmatites (Ubini
                                      pegmatite, located 130km to the west-northwest).

         The two large LCT pegmatite belts defined within the project area are:

         Mt Belches ? Bald Hill

         This pegmatite belt striking north to northwest extends for at least 15km, however
         the pegmatite belt likely extends for at least 25km under transported cover. A
         large number of albite rich and LCT type Albite-Spodumene pegmatites occur
         over a width of about 4km. Previous exploration and exploitation has been
         focused on tantalum and tin. About 10km strike of the pegmatite belt is located
         on the Mount Belches tenements.

         Claypan Dam- Madoonia

         This less explored northeast-southwest oriented LCT pegmatite belt has a strike of
         at least 22km and width of at least 7km. The belt is known to contain LCT Albite
         pegmatites with tantalite and tin and potentially hosts LCT Albite-Spodumene
         pegmatites. A significant portion of the belt is covered by the Mount Belches
         tenements.

         The pegmatites occur as gently dipping sheets and as steeply dipping veins which
         are all elongate in a northerly direction, parallel to the regional foliation. They range
         in thickness from a few metres to as much as 30 metres and in some instances occur
         as multiple, parallel dykes or swarms separated by a few metres of sheared
         metasediments (Jacobson et al 2007)**.
         The unweathered pegmatites as exposed in the Bald Hill South pit (south of the
         project area) are composed of two zones, a quartz-spodumene-albite zone and a
         quartz-microcline-muscovite-albite zone. From inspection, cassiterite, columbite-
         tantalite are present as accessory minerals in the quartz-spodumene-albite zone.
         The zoning is so poorly defined that these pegmatites can be classified as unzoned
         albite-spodumene pegmatites (Jacobson et al 2007)**.
         Outcrops of exposed schist and pegmatites are restricted to limited areas; most of
         the tenement area is concealed by bluebush floodplain and sandplain and wash
         zones. Remnants of Eocene sediments also mask bedrock.
*(?erny 1991) is a reference to ?erny, P., 1991 ? Rare-element granitic pegmatites Part 1: anatomy and
internal evolution of pegmatite deposits: Geoscience Canada, V. 18:2, p 49-67

**(Jacobson et al 2007) is reference to Jacobson, M . I., Calderwood M. A. and Grguric B. A., 2007
Guidebook to Pegmatites of Western Australia p299-308

         For information on previous work undertaken on the Cowan Project and the
         Company?s proposed initial exploration plans, please refer to the Company?s
         announcement in respect of the Acquisition dated 11 July 2016.

         (b)       Yallari Project
                                                                                                    9
      The Yallari Project is located 25km southeast of Coolgardie and about 10km west of
      Mt Marion. The project areas cover portions of the greenstone sequence that hosts
      the Mt Marion and Londonderry pegmatite fields. Numerous pegmatites have been
      mapped by nickel and base metal explorers however there are no records on the
      rare element content of the pegmatites. These pegmatites based on their
      mineralogy are probably derived from a peraluminous and possible ?fertile? granite.
      The geological setting of the pegmatites and the proximity to the Mt Marion and
      Londonderry lithium bearing pegmatite fields is encouraging.

      For further information on the Yallari Project, please refer to the Company?s
      announcement in respect of the Acquisition dated 11 July 2016.

2.    RESOLUTION 1 - ISSUE OF SHARES IN CONSIDERATION FOR THE ACQUISITION OF
      MOUNT BELCHES PTY LTD

2.1   General

      A summary of the Acquisition is set out in section 1 above. Resolution 1 seeks
      Shareholder approval for the issue of 40,000,000 Consideration Shares to the
      shareholders of Mount Belches in consideration for the Company acquiring the
      entire issued share capital of Mount Belches.

      ASX Listing Rule 7.1 provides that a company must not, subject to specified
      exceptions, issue or agree to issue more equity securities during any 12 month
      period than that amount which represents 15% of the number of fully paid
      ordinary securities on issue at the commencement of that 12 month period.

      The effect of Resolution 1 will be to allow the Company to issue the
      Consideration Shares pursuant to the Acquisition during the period of 3 months
      after the Meeting (or a longer period, if allowed by ASX), without using the
      Company?s 15% annual placement capacity.

2.2   Technical information required by ASX Listing Rule 7.1

      Pursuant to and in accordance with ASX Listing Rule 7.3, the following
      information is provided in relation to the Consideration Shares:

      (a)       the maximum number of Consideration Shares to be issued is 40,000,000;

      (b)       the Consideration Shares will be issued no later than 3 months after the
                date of the Meeting (or such later date to the extent permitted by any
                ASX waiver or modification of the ASX Listing Rules) and it is intended
                that issue of the Consideration Shares will occur on the same day;

      (c)       the deemed issue price will be $0.025 per Consideration Share and the
                Consideration Shares will be issued for nil cash consideration in
                satisfaction of the acquisition by the Company of the entire issued share
                capital of Mount Belches;

      (d)       the Consideration Shares will be issued to the existing shareholders of
                Mount Belches none of whom is a related party of the Company;

      (e)       the Consideration Shares issued will be fully paid ordinary shares in the
                capital of the Company issued on the same terms and conditions as the
                Company?s existing Shares; and




                                                                                      10
      (f)        no funds will be raised from the issue of the Consideration Shares as they
                 are being issued in consideration for the acquisition by the Company of
                 the entire issued share capital of Mount Belches.

2.3   Dilution

      Assuming no Options are exercised or other Shares issued, the number of Shares
      on issue would increase from 167,125,502 (being the number of Shares on issue
      as at the date of this Notice) to 207,125,502 and the shareholding of existing
      Shareholders would be diluted by approximately 19.3%.

3.    RESOLUTION 2 ? RATIFICATION OF PRIOR ISSUE OF SHARES ? TRANCHE 1 OF
      CAPITAL RAISING

3.1   General

      A summary of the Capital Raising is set out in section 1 above. On 15 July 2016,
      the Company issued 19,600,000 Shares at an issue price of $0.025 per Share to
      raise $490,000 under Tranche 1 of the Capital Raising. Resolution 2 seeks
      Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those
      Shares (Ratification).

      A summary of ASX Listing Rule 7.1 is set out in section 2.1 above.

      ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that
      where a company in general meeting ratifies the previous issue of securities
      made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did
      not breach ASX Listing Rule 7.1) those securities will be deemed to have been
      made with shareholder approval for the purpose of ASX Listing Rule 7.1.

      By ratifying this issue, the Company will retain the flexibility to issue equity
      securities in the future up to the 15% annual placement capacity set out in ASX
      Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

3.2   Technical information required by ASX Listing Rule 7.4

      Pursuant to and in accordance with ASX Listing Rule 7.5, the following
      information is provided in relation to the Ratification:

      (a)        19,600,000 Shares were issued;

      (b)        the issue price was $0.025 per Share;

      (c)        the Shares issued were all fully paid ordinary shares in the capital of the
                 Company issued on the same terms and conditions as the Company?s
                 existing Shares;

      (d)        the Shares were issued to professional and sophisticated investors. None
                 of these subscribers are related parties of the Company; and

      (e)        the funds raised from this issue will be used to fund exploration programs
                 on the Mount Belches Projects.
                                                                                     11
4.    RESOLUTION 3 ? ISSUE OF SHARES ? TRANCHE 2 OF CAPITAL RAISING

4.1   General

      A summary of the Capital Raising is set out in section 1 above. Resolution 3 seeks
      Shareholder approval for the issue of up to 50,400,000 Shares at an issue price of
      $0.025 per Share to raise up to $1,260,000 under Tranche 2 of the Capital Raising.

      A summary of ASX Listing Rule 7.1 is set out in section 2.1 above.

      The effect of Resolution 3 will be to allow the Company to issue the Shares
      pursuant to Tranche 2 of the Capital Raising during the period of 3 months after
      the Meeting (or a longer period, if allowed by ASX), without using the
      Company?s 15% annual placement capacity.

4.2   Technical information required by ASX Listing Rule 7.1

      Pursuant to and in accordance with ASX Listing Rule 7.3, the following
      information is provided in relation to Tranche 2 of the Capital Raising:

      (a)        the maximum number of Shares to be issued is 50,400,000;

      (b)        the Shares will be issued no later than 3 months after the date of the
                 Meeting (or such later date to the extent permitted by any ASX waiver
                 or modification of the ASX Listing Rules) and it is intended that issue of
                 the Shares will occur on the same date;

      (c)        the issue price will be $0.025 per Share;

      (d)        the Shares will be issued to professional and sophisticated investors
                 determined by the Directors. None of these subscribers will be related
                 parties of the Company other than the Directors whose participation in
                 Tranche 2 of the Capital Raising is subject to Shareholder approval
                 pursuant to Resolutions 4 to 6;

      (e)        the Shares issued will be fully paid ordinary shares in the capital of the
                 Company issued on the same terms and conditions as the Company?s
                 existing Shares; and

      (f)        the Company intends to use the funds raised from Tranche 2 of the
                 Capital Raising towards exploration programs on the Mount Belches
                 Projects and general working capital.

4.3   Dilution

      Assuming the maximum number of Shares are issued under Resolution 1 and no
      Options are exercised or other Shares are issued, the number of Shares on issue
      would increase from 207,125,502 to 257,525,502 and the shareholding of existing
      Shareholders would be diluted by approximately 19.6%.

5.    RESOLUTIONS 4 TO 6 ? PARTICIPATION OF RELATED PARTIES IN CAPITAL RAISING ?
      MICHAEL NAYLOR, MICHAEL BOHM AND ROBERT BENUSSI

5.1   General

      Pursuant to Resolution 3, the Company is seeking Shareholder approval for the
      issue of up to 50,400,000 Shares at an issue price of $0.025 per Share to raise up
      to $1,260,000 under Tranche 2 of the Capital Raising.

                                                                                        12
      The Directors Michael Naylor, Michael Bohm and Robert Benussi wish to each
      participate in Tranche 2 of the Capital Raising.

      Resolutions 4 to 6 seeks Shareholder approval for the issue of up to 2,000,000
      Shares to each of Michael Naylor, Michael Bohm and Robert Benussi (or their
      respective nominees) (being a total of 6,000,000 Shares) arising from their
      participation in Tranche 2 of the Capital Raising (Participation).

5.2   Chapter 2E of the Corporations Act

      For a public company, or an entity that the public company controls, to give a
      financial benefit to a related party of the public company, the public company
      or entity must:

      (a)     obtain the approval of the public company?s members in the manner
              set out in sections 217 to 227 of the Corporations Act; and

      (b)     give the benefit within 15 months following such approval,

      unless the giving of the financial benefit falls within an exception set out in
      sections 210 to 216 of the Corporations Act.

      The Participation will result in the issue of Shares which constitutes giving a
      financial benefit and Michael Naylor, Michael Bohm and Robert Benussi are
      related parties of the Company by virtue of being Directors.

      The Directors (other than Michael Naylor who has a material personal interest in
      Resolution 4) consider that Shareholder approval pursuant to Chapter 2E of the
      Corporations Act is not required in respect of Resolution 4 because the Shares
      will be issued to Michael Naylor on the same terms as Shares issued to non-
      related party participants in the Capital Raising and as such the giving of the
      financial benefit is on arm?s length terms.

      The Directors (other than Michael Bohm who has a material personal interest in
      Resolution 5) consider that Shareholder approval pursuant to Chapter 2E of the
      Corporations Act is not required in respect of Resolution 5 because the Shares
      will be issued to Michael Bohm on the same terms as Shares issued to non-
      related party participants in the Capital Raising and as such the giving of the
      financial benefit is on arm?s length terms.

      The Directors (other than Robert Benussi who has a material personal interest in
      Resolution 6) consider that Shareholder approval pursuant to Chapter 2E of the
      Corporations Act is not required in respect of Resolution 6 because the Shares
      will be issued to Robert Benussi on the same terms as Shares issued to non-
      related party participants in the Capital Raising and as such the giving of the
      financial benefit is on arm?s length terms.

5.3   ASX Listing Rule 10.11

      ASX Listing Rule 10.11 also requires shareholder approval to be obtained where
      an entity issues, or agrees to issue, securities to a related party, or a person
      whose relationship with the entity or a related party is, in ASX?s opinion, such that
      approval should be obtained unless an exception in ASX Listing Rule 10.12
      applies.

      As the Participation involves the issue of Shares to related parties of the
      Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required
                                                                                        13
      unless an exception applies. It is the view of the Directors that the exceptions set
      out in ASX Listing Rule 10.12 do not apply in the current circumstances.

5.4   Technical Information required by ASX Listing Rule 10.13

      Pursuant to and in accordance with ASX Listing Rule 10.13, the following
      information is provided in relation to the Participation:

      (a)       the Shares will be issued to Michael Naylor, Michael Bohm and Robert
                Benussi (or their respective nominees);

      (b)       the maximum number of Shares to be issued is 6,000,000 as follows:

                (i)     2,000,000 Shares to Michael Naylor;

                (ii)    2,000,000 Shares to Michael Bohm; and

                (iii)   2,000,000 Shares to Robert Benussi;

      (c)       the Shares will be issued no later than 1 month after the date of the
                Meeting (or such later date to the extent permitted by any ASX waiver
                or modification of the ASX Listing Rules);

      (d)       the issue price will be $0.025 per Share, being the same as all other
                Shares issued under the Capital Raising;

      (e)       the Shares issued will be fully paid ordinary shares in the capital of the
                Company issued on the same terms and conditions as the Company?s
                existing Shares; and

      (f)       the funds raised will be used for the same purposes as all other funds
                raised under Tranche 2 of the Capital Raising as set out in section 4.2(f)
                of this Explanatory Statement.

      Approval pursuant to ASX Listing Rule 7.1 is not required for the Participation as
      approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue
      of Shares to Michael Naylor, Michael Bohm and Robert Benussi (or their
      respective nominees) will not be included in the use of the Company?s 15%
      annual placement capacity pursuant to ASX Listing Rule 7.1.

6.    RESOLUTIONS 7 TO 9 ? ISSUE OF OPTIONS TO RELATED PARTIES - MICHAEL NAYLOR,
      MICHAEL BOHM AND ROBERT BENUSSI

6.1   General

      The Company has agreed, subject to obtaining Shareholder approval, to issue a
      total of 3,000,000 Options (Related Party Options) to Michael Naylor, Michael
      Bohm and Robert Benussi (or their respective nominees) (Related Parties) on the
      terms and conditions set out below.

      For a public company, or an entity that the public company controls, to give a
      financial benefit to a related party of the public company, the public company
      or entity must:

      (a)       obtain the approval of the public company?s members in the manner
                set out in sections 217 to 227 of the Corporations Act; and

      (b)       give the benefit within 15 months following such approval,

                                                                                       14
      unless the giving of the financial benefit falls within an exception set out in
      sections 210 to 216 of the Corporations Act.

      The grant of the Related Party Options constitutes giving a financial benefit and
      Michael Naylor, Michael Bohm and Robert Benussi are related parties of the
      Company by virtue of being Directors.

      In addition, ASX Listing Rule 10.11 also requires shareholder approval to be
      obtained where an entity issues, or agrees to issue, securities to a related party,
      or a person whose relationship with the entity or a related party is, in ASX?s
      opinion, such that approval should be obtained unless an exception in ASX
      Listing Rule 10.12 applies.

      It is the view of the Company that the exceptions set out in sections 210 to 216 of
      the Corporations Act and ASX Listing Rule 10.12 do not apply in the current
      circumstances. Accordingly, Shareholder approval is sought for the grant of
      Related Party Options to the Related Parties.

6.2   Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

      Pursuant to and in accordance with the requirements of section 219 of the
      Corporations Act and ASX Listing Rule 10.13, the following information is provided
      in relation to the proposed grant of Related Party Options:

      (a)     the related parties are Michael Naylor, Michael Bohm and Robert
              Benussi and they are related parties by virtue of being Directors;

      (b)     the maximum number of Related Party Options (being the nature of the
              financial benefit being provided) to be granted to the Related Parties is:

              (i)      1,000,000 Related Party Options to Michael Naylor;

              (ii)     1,000,000 Related Party Options to Michael Bohm; and

              (iii)    1,000,000 Related Party Options to Robert Benussi;

      (c)     the Related Party Options will be granted to the Related Parties no later
              than 1 month after the date of the Meeting (or such later date as
              permitted by any ASX waiver or modification of the ASX Listing Rules)
              and it is anticipated the Related Party Options will be issued on one
              date;

      (d)     the Related Party Options will be granted for nil cash consideration,
              accordingly no funds will be raised;

      (e)     the terms and conditions of the Related Party Options are set out in
              Schedule 1;

      (f)     the value of the Related Party Options independently valued by
              Stantons International Securities and the pricing methodology is set out
              in Schedule 2;

      (g)     the relevant interests of the Related Parties in securities of the Company
              are set out below:

               Related Party                         Shares               Options
               Michael Naylor                        80,0001             150,0002

                                                                                      15
          Michael Bohm                                     nil                nil
          Robert Benussi                             371,0003                 nil

      140,000 Shares held by Sarah June Naylor (spouse) and 40,000 Shares held by
      Michael Naylor and Sarah June Naylor ATF the M D & S J Super Fund.
      2   150,000 Class F Options exercisable at $0.178 each on or before 26 May 2018.
      3   Held by Intrepid Concepts Pty Ltd.

(h)   the remuneration and emoluments from the Company to the Related
      Parties for the previous financial year and the proposed remuneration
      and emoluments for the current financial year are set out below:

          Related Party                          Current Financial        Previous
                                                       Year            Financial Year
          Michael Naylor                             $129,996             $133,947
          Michael Bohm                               $49,275               $20,531
          Robert Benussi                             $39,420               $3,285

(i)   if the Related Party Options granted to the Related Parties are
      exercised, a total of 3,000,000 Shares would be issued. Assuming the
      maximum of Shares are issued under Resolutions 1 and 3, this will
      increase the number of Shares on issue from 257,525,502 to 260,525,502
      (assuming that no other Options are exercised and no other Shares are
      issued) with the effect that the shareholding of existing Shareholders
      would be diluted by an aggregate of approximately 1.2%, comprising
      approximately 0.4% by Michael Naylor, 0.4% by Michael Bohm and 0.4%
      by Robert Benussi.

      The market price for Shares during the term of the Related Party Options
      would normally determine whether or not the Related Party Options are
      exercised. If, at any time any of the Related Party Options are exercised
      and the Shares are trading on ASX at a price that is higher than the
      exercise price of the Related Party Options, there may be a perceived
      cost to the Company.

      As at the date of this Notice, the Shares are trading on ASX at a price
      greater than the exercise price of the Related Party Options. The Board
      resolved to issue the Related Party Options, subject to Shareholder
      approval, on the terms and conditions set out in this Notice at a time
      when the Shares were trading on ASX at a price lower than the exercise
      price of the Related Party Options, but Shareholder approval has not
      been able to be obtained until the date of the Meeting. The Board
      resolved to issue the Related Party Options to Messrs Naylor, Bohm and
      Benussi on 4 July 2016 when the closing price of Shares on ASX was 3
      cents (i.e. the exercise price then represented a 100% increase in the
      closing price). In addition the newly appointed Chief Executive Officer
      was granted Options on the same terms and conditions.

(j)   the trading history of the Shares on ASX in the 12 months before the date
      of this Notice is set out below:

                                                Price                     Date
          Highest                              7.6 cents              13 July 2016


                                                                                         16
          Lowest                               2.0 cents            7 January 2016
          Last                                 7.6 cents              13 July 2016

(k)   the Board acknowledges the grant of Related Party Options to Michael
      Bohm and Robert Benussi is contrary to Recommendation 8.2 of The
      Corporate Governance Principles and Recommendations (3rd Edition)
      as published by The ASX Corporate Governance Council. However, the
      Board considers the grant of Related Party Options to Michael Bohm
      and Robert Benussi reasonable in the circumstances for the reason set
      out in paragraph (m);

(l)   the primary purpose of the grant of the Related Party Options to the
      Related Parties is to provide a performance linked incentive component
      in the remuneration package for the Related Parties to motivate and
      reward the performance of the Related Parties in their respective roles
      as Directors;

(m)   Michael Naylor declines to make a recommendation to Shareholders in
      relation to Resolution 7 due to his material personal interest in the
      outcome of the Resolution on the basis that he is to be granted Related
      Party Options in the Company should Resolution 7 be passed. However,
      in respect of Resolutions 8 and 9, Michael Naylor recommends that
      Shareholders vote in favour of those Resolutions for the following
      reasons:

      (i)       the grant of Related Party Options to the Related Parties will
                align the interests of the Related Parties with those of
                Shareholders;

      (ii)      the grant of the Related Party Options is a reasonable and
                appropriate method to provide cost effective remuneration as
                the non-cash form of this benefit will allow the Company to
                spend a greater proportion of its cash reserves on its operations
                than it would if alternative cash forms of remuneration were
                given to the Related Parties; and

      (iii)     it is not considered that there are any significant opportunity
                costs to the Company or benefits foregone by the Company in
                granting the Related Party Options upon the terms proposed;

(n)   Michael Bohm declines to make a recommendation to Shareholders in
      relation to Resolution 8 due to his material personal interest in the
      outcome of the Resolution on the basis that he is to be granted Related
      Party Options in the Company should Resolution 8 be passed. However,
      in respect of Resolutions 7 and 9, Michael Bohm recommends that
      Shareholders vote in favour of those Resolutions for the reasons set out in
      paragraph (m);

(o)   Robert Benussi declines to make a recommendation to Shareholders in
      relation to Resolution 9 due to his material personal interest in the
      outcome of the Resolution on the basis that he is to be granted Related
      Party Options in the Company should Resolution 9 be passed. However,
      in respect of Resolutions 7 and 8, Robert Benussi recommends that
      Shareholders vote in favour of those Resolutions for the reasons set out in
      paragraph (m);



                                                                              17
(p)     in forming their recommendations, each Director considered the
        experience of each other Related Party, the current market price of
        Shares, the current market practices when determining the number of
        Related Party Options to be granted as well as the exercise price and
        expiry date of those Related Party Options; and

(q)     the Board is not aware of any other information that would be
        reasonably required by Shareholders to allow them to make a decision
        whether it is in the best interests of the Company to pass Resolutions 7 to
        9.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the
Related Party Options to the Related Parties as approval is being obtained
under ASX Listing Rule 10.11. Accordingly, the issue of Related Party Options to
the Related Parties will not be included in the 15% calculation of the Company?s
annual placement capacity pursuant to ASX Listing Rule 7.1.




                                                                                18
GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX
Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year?s Day, Good Friday,
Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a
business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

(a)     a spouse or child of the member;

(b)     a child of the member?s spouse;

(c)     a dependent of the member or the member?s spouse;

(d)     anyone else who is one of the member?s family and may be expected to
        influence the member, or be influenced by the member, in the member?s
        dealing with the entity;

(e)     a company the member controls; or

(f)     a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes
        of the definition of ?closely related party? in the Corporations Act.

Company means Tawana Resources NL (ACN 085 166 721).

Constitution means the Company?s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Key Management Personnel has the same meaning as in the accounting standards
issued by the Australian Accounting Standards Board and means those persons having
authority and responsibility for planning, directing and controlling the activities of the
Company, or if the Company is part of a consolidated entity, of the consolidated entity,
directly or indirectly, including any director (whether executive or otherwise) of the
Company, or if the Company is part of a consolidated entity, of an entity within the
consolidated group.

Notice or Notice of Meeting means this notice of meeting including the Explanatory
Statement and the Proxy Form.

                                                                                       19
Option means an option to acquire a Share.

Optionholder means a holder of an Option or Related Party Option as the context
requires.

Proxy Form means the proxy form accompanying the Notice.

Related Party Option means an Option granted pursuant to Resolutions 7 to 9 with the
terms and conditions set out in Schedule 1.

Resolutions means the resolutions set out in the Notice, or any one of them, as the
context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.




                                                                                 20
SCHEDULE 1 ? TERMS AND CONDITIONS OF RELATED PARTY
OPTIONS

1.   General

     1.1    No monies will be payable for the issue of the Related Party Options.

     1.2    Each Related Party Option shall carry the right, subject to any Shareholder
            approval required under the Corporations Act or the ASX Listing Rules, to
            subscribe for one fully paid ordinary share in the capital of the Company
            (Share).

     1.3    The Related Party Options will vest immediately (Vesting Date) and are
            exercisable at any time after the Vesting Date until 30 June 2019 (Expiry
            Date).

     1.4    The Related Party Options are forfeited if the Optionholder?s employment
            with the Company ceases prior to the Related Party Options vesting.

     1.5    Related Party Options may be exercised in whole or in part in parcels. An
            exercise of only some Related Party Options shall not affect the rights of
            the party holding the Related Party Option (Incentive Optionholder) to the
            balance of the Related Party Options held by the Incentive Optionholder.

     1.6    The exercise price of each Related Party Option will be $0.06 (Exercise
            Price).

     1.7    The Exercise Price for the Related Party Options shall be payable in full on
            exercise of those Related Party Options.

     1.8    Related Party Options are only exercisable by the delivery to the registered
            office of the Company of a notice in writing. The notice must specify the
            number of Related Party Options being exercised and must be
            accompanied by:

            (a)    the option certificate for those       Related   Party Options    for
                   cancellation by the Company; and

            (b)    payment of the Exercise Price for each Share to be issued on
                   exercise of the Related Party Options specified in the notice.

            The notice is only effective (and only becomes effective) when the
            Company has received value for the full amount of the Exercise Price (for
            example, if the Exercise Price is paid by cheque, by clearance of that
            cheque) by the Expiry Date.

     1.9    The Company shall allot the resultant Shares and deliver the holding
            statements within 10 Business Days of the exercise of the Related Party
            Options.

     1.10   Related Party Options may be exercised into Shares to be held in the name
            of the Incentive Optionholder's nominee.

     1.11   The Related Party Options are transferable with Board approval. It is not
            intended that an application will be made to ASX for the quotation of the
            Related Party Options.


                                                                                     21
     1.12   Shares allotted pursuant to an exercise of Related Party Options shall rank,
            from the date of allotment, equally with existing Shares of the Company in
            all respects.

     1.13   The Company shall, in accordance with the ASX Listing Rules, make
            application to have Shares allotted pursuant to an exercise of Related
            Party Options listed for official quotation on the ASX, if the Company is
            listed on the ASX at the time.

     1.14   The Incentive Optionholder is not entitled to participate in any new issue of
            securities to existing holders of Shares in the Company unless the Incentive
            Optionholder exercises the Related Party Options before the record date
            for the determination of entitlements to the new issue of securities and
            participates as a result of being a holder of Shares. The Company must
            give the Incentive Optionholder, in accordance with the ASX Listing Rules,
            notice of any new issue of securities before the record date for
            determining entitlements to the new issue.

     1.15   If there is a bonus share issue (Bonus Issue) to the holders of Shares, the
            number of Shares over which a Related Party Option is exercisable will be
            increased by the number of Shares which the Incentive Optionholder
            would have received if the Related Party Option had been exercised
            before the record date for the Bonus Issue (Bonus Shares). The Bonus
            Shares must be paid up by the Company out of the profits or reserves (as
            the case may be) in the same manner as was applied in the Bonus Issue
            and upon issue rank pari passu in all respects with the other shares of that
            class on issue at the date of issue of the Bonus Shares.

     1.16   If there is a pro rata issue (other than a Bonus Issue) to the holders of Shares
            during the currency, and prior to the exercise, of any Related Party
            Options, the Exercise Price of a Related Party Option and the number of
            Shares over which the Related Party Options are exercisable will not be
            adjusted.

     1.17   If, prior to the expiry of any Related Party Options, there is a reorganisation
            of the issued capital of the Company, then the rights of the Incentive
            Optionholder (including the number of Related Party Options to which
            each Incentive Optionholder is entitled and the Exercise Price) is changed
            to the extent necessary to comply with the ASX Listing Rules applying to a
            reorganisation of capital at the time of the reorganisation.

     1.18   The Related Party Options will not give any right to participate in dividends
            until Shares are allotted pursuant to the exercise of the relevant Related
            Party Options.

2.   Lapse of Related Party Options

     2.1    Related Party Options not validly exercised on or before the Expiry Date will
            automatically lapse.

     2.2    If at any time prior to the Expiry Date an Incentive Optionholder dies, the
            deceased Incentive Optionholder's legal personal representative may:

            (a)    elect to be registered as the new holder of the deceased Incentive
                   Optionholder's Related Party Options;

            (b)    whether or not he or she becomes so registered, exercise those
                   Related Party Options in accordance with and subject to these
                                                                                         22
            terms as if he were the Incentive Optionholder of them; and

      (c)   if the deceased Incentive Optionholder had already given the
            Company a notice of exercise of his or her Related Party Options,
            pay the Exercise Price in respect of those Related Party Options.

2.3   Subject to clause 2.4, and notwithstanding that the Board has discretion to
      waive this accelerated lapsing provision, in the event that the Incentive
      Optionholder resigns as an employee of the Company, or is terminated by
      the Company for any reason, the Related Party Options shall lapse 28 days
      following the resignation or termination.

2.4   Clause 2.3 does not apply if any of the following change of control events
      occur subsequent to the grant of the Related Party Options but prior to the
      cessation of the Incentive Optionholder?s engagement with the Company:

      (a)   a party acquires a relevant interest in more than 50% of the Shares
            in the Company under a scheme of arrangement between the
            Company and its creditors or members or any class thereof
            pursuant to section 411 of the Corporations Act;

      (b)   a party acquires a relevant interest in more than 50% of the
            Company?s ordinary Shares pursuant to a takeover bid; or

      (c)   a person or a group of associated persons becomes entitled to
            sufficient Shares to give it or them the ability, in general meeting, to
            replace all or a majority of the Board and such changes to the
            Board are implemented.

      Should any of the above change of control events occur subsequent to
      the grant of the Related Party Options but prior to the cessation of the
      Incentive Optionholder?s engagement with the Company, the Related
      Party Options will not lapse within 28 days of the date of cessation of the
      Incentive Optionholder?s engagement with the Company and the
      respective Expiry Date referred to in clause 1.3 will apply.




                                                                                 23
SCHEDULE 2 ? VALUATION OF RELATED PARTY OPTIONS




                                                  24
                                                       PROXY FORM

TAWANA RESOURCES NL
ACN 085 166 721
                                                   GENERAL MEETING

 I/We


 of:

 being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

 Name:

 OR:                the Chair of the Meeting as my/our proxy.


or failing the person so named or, if no person is named, the Chair, or the Chair?s nominee, to vote in
accordance with the following directions, or, if no directions have been given, and subject to the relevant
laws as the proxy sees fit, at the Meeting to be held at 10.00am (WST) on 23 August 2016 at 288 Churchill
Avenue, Subiaco, Western Australia, and at any adjournment thereof.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by
default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 7 to 9 (except where
I/we have indicated a different voting intention below) even though Resolutions 7 to 9 are connected directly
or indirectly with the remuneration of a member of the Key Management Personnel, which includes the
Chair.

CHAIR?S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the
Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement
will be made immediately disclosing the reasons for the change.



 Voting on business of the Meeting                                                       FOR          AGAINST      ABSTAIN
 Resolution 1     Issue of Shares in Consideration for the Acquisition of Mount
                  Belches Pty Ltd
 Resolution 2     Ratification of Prior Issue of Shares ? Tranche 1 of Capital
                  Raising
 Resolution 3     Issue of Shares ? Tranche 2 of Capital Raising
 Resolution 4     Participation of Related Party in Capital Raising ? Michael
                  Naylor
 Resolution 5     Participation of Related Party in Capital Raising ? Michael
                  Bohm
 Resolution 6     Participation of Related Party in Capital Raising ? Robert
                  Benussi
 Resolution 7     Issue of Options to Related Party - Michael Naylor
 Resolution 8     Issue of Options to Related Party - Michael Bohm
 Resolution 9     Issue of Options to Related Party - Robert Benussi

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that
Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a
poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is:                           %
Signature of Shareholder(s):
Individual or Shareholder 1                 Shareholder 2                             Shareholder 3


Sole Director/Company Secretary             Director                                  Director/Company Secretary



                                                            1
Date:

Contact name:     Contact ph (daytime):
                  Consent for contact by e-mail
E-mail address:   in relation to this Proxy Form:   YES   NO




                                                               2
                               Instructions for completing Proxy Form

1.   (Appointing a proxy): A Shareholder entitled to attend and cast a vote at the Meeting is entitled
     to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to
     cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and
     vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may
     only be exercised on a poll. The appointment of a second proxy must be done on a separate
     copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or
     number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the
     appointments do not specify the proportion or number of the Shareholder?s votes each proxy is
     appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes
     resulting from the application of these principles will be disregarded. A duly appointed proxy need
     not be a Shareholder.

2.   (Direction to vote): A Shareholder may direct a proxy how to vote by marking one of the boxes
     opposite each item of business. The direction may specify the proportion or number of votes that
     the proxy may exercise by writing the percentage or number of Shares next to the box marked for
     the relevant item of business. Where a box is not marked the proxy may vote as they choose
     subject to the relevant laws. Where more than one box is marked on an item the vote will be
     invalid on that item.

3.   (Signing instructions):

     -         (Individual): Where the holding is in one name, the Shareholder must sign.

     -         (Joint holding): Where the holding is in more than one name, all of the Shareholders
               should sign.

     -         (Power of attorney): If you have not already provided the power of attorney with the
               registry, please attach a certified photocopy of the power of attorney to this Proxy Form
               when you return it.

     -         (Companies): Where the company has a sole director who is also the sole company
               secretary, that person must sign. Where the company (pursuant to Section 204A of the
               Corporations Act) does not have a company secretary, a sole director can also sign
               alone. Otherwise, a director jointly with either another director or a company secretary
               must sign. Please sign in the appropriate place to indicate the office held. In addition, if
               a representative of a company is appointed pursuant to Section 250D of the
               Corporations Act to attend the Meeting, the documentation evidencing such
               appointment should be produced prior to admission to the Meeting. A form of a
               certificate evidencing the appointment may be obtained from the Company.

4.   (Attending the Meeting): Completion of a Proxy Form will not prevent individual Shareholders from
     attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid
     Proxy Form and attends the Meeting in person, then the proxy?s authority to speak and vote for
     that Shareholder is suspended while the Shareholder is present at the Meeting.

5.   (Return of Proxy Form): To vote by proxy, please complete and sign the enclosed Proxy Form and
     return by:

     (a)       post to Tawana Resources NL, 288 Churchill Avenue, Subiaco, WA 6008; or

     (b)       facsimile to the Company on facsimile number +61 8 9489 2600; or

     (c)       email to the Company at michael.naylor@tawana.com.au,

     so that it is received not less than 48 hours prior to commencement of the Meeting.

     Proxy Forms received later than this time will be invalid.




                                                                                                         3

Date: 22/07/2016 08:14:00 Supplied by www.sharenet.co.za                     
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