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TAW - Tawana Resources NL - Notice of Special General Meeting
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
("Tawana" or "the Company")
Tawana Resources NL
ACN 085 166 721
NOTICE OF SPECIAL GENERAL MEETING
Thursday 20 November 2008 at 10:00 am
Notice is hereby given that a Special General Meeting of Tawana Resources NL
("Company") will be held at 60 Wilson Street, South Yarra, Victoria, 3141 on
Thursday 20 November 2008 at 10::00 am
1. Ratification of Prior Share Issue
To consider and, if thought fit, pass the following resolution as an ordinary
resolution
"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes,
Shareholders ratify the allotment and issue of 3,000,000 shares and 3,000,000
attached options on the terms and conditions set out in the Explanatory
Statement"
2. Ratification of Prior Share Issue
To consider and, if thought fit, pass the following resolution as an ordinary
resolution
"That for the purpose of ASX Listing Rule 7.4 and for all other purposes,
Shareholders ratify the allotment and issue of 2,125,600 shares, on the terms
and conditions set out in the Explanatory Statement"
3. Ratification of Prior Share Issue
To consider and, if thought fit, pass the following resolution as an ordinary
resolution
"That for the purpose of ASX Listing Rule 7.4 and for all other purposes,
Shareholders ratify the allotment and issue of 6,000,000 shares, on the terms
and conditions set out in the Explanatory Statement"
4. Placement of Additional Shares
To consider and, if thought fit, pass the following resolution as an ordinary
resolution
"That for the purpose of ASX Listing Rule 7.1 and for all other purposes,
approval is given for the Directors to allot and issue 3,375,720 ordinary
shares, on the terms and conditions set out in the Explanatory Statement.
5. Placement of Additional Options To consider and, if thought fit, pass the
following resolution as an ordinary resolution
"That for the purpose of ASX Listing Rule 7.1 and for all other purposes,
approval is given for the Directors to allot 19,500,000 options, to Directors,
Officers and Related Parties on the terms and conditions set out in the
Explanatory Statement"
6. Appointment of Company Auditor
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That Webb Group Australia Pty Ltd, who has consented to act as auditor of the
Company, be appointed Auditor of the Company."
By Order of the Board
E. D Ehmke
Company Secretary
Date 17 October 2008
Shareholders who are entitled to vote
In accordance with Regulation 7.11.37 of the Corporation Regulations 2001, the
Directors have determined that the shareholding of each shareholder for the
purpose of ascertaining voting entitlements for the Special General Meeting will
be as it appears in the share register at 07:00 pm on Tuesday 18 November 2008.
EXPLANATORY STATEMENT
This Explanatory Statement contains information that is relevant to the business
to be considered at the Special General Meeting of the Company. Shareholders
should read this Explanatory Statement in full before making any decision in
relation to the resolutions.
1. Ratification of Prior Share Issue
1.1 General
On 23 July 2008, the Company raised $240,000 through an issue of 3,000,000
shares at an issue price of $0.08 each under a placement to a private investor.
An option exercisable at $0.10 on or before 1 April 2011 was attached to each of
the shares.
Resolution 1 seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for
the issue of those shares and options. (Ratification)
ASX Listing Rule 7.1 provides that a company must not, subject to specified
exceptions, issue or agree to issue during any 12 month period any equity
securities or other securities with rights to conversion to equity (such as an
option), if the number of those securities exceeds 15% of the number of
securities in the same class on issue at the commencement of that 12 month
period.
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 Listing Rule 7.1 (and providing that the previous
issue did not breach ASX Listing Rule 7.1) those 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
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.
1.2 Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.1 the following
information is provided in relation to the Ratification
3,000,000 ordinary shares were allotted at an issue price of $0.08 per share
3,000,000 listed options were allotted. These options are exercisable at $0.10
per option and expire on 1 April 2011
The shares and options were allotted and issued as a placement to sophisticated
investors
The funds raised from this issue were used for exploration activities in
Southern Africa.
2. Ratification of Prior Share Issue
2.1 General
On 17 June 2008, the Company allotted 2,125,600 fully paid ordinary shares at
$0.07 each in consideration for the acquisition of 21% of Seven Falls Trading
155 Pty Ltd ("Seven Falls") by Pro Direct 189 Pty Ltd,( "Pro Direct") both of
which are registered South African companies. There were no options attached to
these shares.
Two prominent South African business people, Ms Basetsana Kumalo and Ms Lindiwe
Leketi became Tawana shareholders via a transaction between their company, Pro
Direct 189 Pty Ltd and Tawana.
Tawana acquired Pro Direct`s 21% stake in Tawana`s Black Empower Partner
("BEE"), Seven Falls. The consideration for the acquisition was 2,125,600 Tawana
ordinary shares, giving Pro Direct a holding of 2.09% in Tawana.
Subsequently Tawana sold the Seven Falls shares it had acquired from Pro Direct
to Motjoli Resources Pty ltd ("Motjoli").
Resolution 2 seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for
the issue of those shares. (Ratification)
ASX Listing Rule 7.1 provides that a company must not, subject to specified
exceptions, issue or agree to issue during any 12 month period any equity
securities or other securities with rights to conversion to equity (such as an
option), if the number of those securities exceeds 15% of the number of
securities in the same class on issue at the commencement of that 12 month
period.
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 Listing Rule 7.1 (and providing that the previous
issue did not breach ASX Listing Rule 7.1) those 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
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.
2.2 Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.1 the following
information is provided in relation to the Ratification
(a) 2,125,600 ordinary shares were allotted for a consideration of $0.07 per
share
(b) The shares were allotted and issued as a placement to Pro Direct 189 Pty Ltd
(c) The consideration for this issue is the acquisition by Tawana Resources NL
of Pro Direct`s 21% stake of Seven Falls Trading 155 Pty Ltd.
3. Ratification of Prior Share Issue
3.1 General
In October 2008 the Company allotted 6,000,000 fully paid ordinary shares at
$0.07 cents each to facilitate the conversion of Seven Falls`s 26% interest in
the Kareevlei, Perdevlei, Daniel Kimberlite, Daniel Alluvial and Tawana Alluvial
projects to equity in Tawana. This will result in Tawana having a 100% holding
of the projects and Seven Falls holding 8 % of the issued capital of Tawana.
Note: This is only part of the consideration being paid, the approval for the
balance of 3,375,720 ordinary shares to facilitate this conversion, is being
sought as per Resolution 4 below.
Resolution 3 seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for
the issue of those shares. (Ratification)
ASX Listing Rule 7.1 provides that a company must not, subject to specified
exceptions, issue or agree to issue during any 12 month period any equity
securities or other securities with rights to conversion to equity (such as an
option), if the number of those securities exceeds 15% of the number of
securities in the same class on issue at the commencement of that 12 month
period.
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 Listing Rule 7.1 (and providing that the previous
issue did not breach ASX Listing Rule 7.1) those 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
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 7.1 the following
information is provided in relation to the Ratification
(a) 6,000,000 ordinary shares were allotted for a consideration of $0.07 per
share
(b) The shares were allotted and issued as a placement to Seven Falls Trading
155 Pty Ltd
(c) The consideration for this issue provides the means for Tawana acquiring
Seven Falls 26% interest in the Kareevlei, Perdevlei, Daniel Kimberlite,
Daniel Alluvial and Tawana Alluvial projects.
4. Placement of Additional Shares
4.1 General
The rationale for the issue of these additional 3,375,720 shares is to
facilitate the conversion of Seven Falls`s 26% interest in the Kareevlei,
Perdevlei , Daniel Kimberlite, Daniel Alluvial and Tawana Alluvial projects to
equity in Tawana. This will result in Tawana having a 100% holding of the
projects and Seven Falls holding 8 % of the issued capital of Tawana.
Resolution 4 seeks shareholder approval pursuant to ASX Listing Rule 7.4 for the
issue of those shares.
The effect of Resolution 4 will be to allow the Directors to issue the shares
pursuant to the Placement during the period of 3 months after the Special
General Meeting, (or a longer period if allowed by the 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 the placement:
the maximum number of shares to be issued is 3,375,720
The shares will be issued no later than 3 months after the date of the Special
General Meeting (or such later date to the extent permitted by any ASX waiver or
modification of the ASX Rules) and it is intended that allotment will occur on
the same date:
The consideration price for the shares will be $0.07 cents per share and provide
the means for Tawana acquiring Seven Falls 26% interest in the Kareevlei,
Perdevlei, Daniel Kimberlite, Daniel Alluvial and Tawana Alluvial projects.
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.
5. Placement of Additional Options
5.1 General
The Directors are seeking shareholder approval to issue 19,500,000 options on
the following terms and conditions to Directors and key consultants of the
Company.
The proposed granting of options to Directors and key consultants is to
recognise and reward their substantial personal and professional contribution to
your company and ensure the retention of these key executives.These executives
are crucial to the ongoing strategic achievements of your company.
The newly appointed Executive Chairman brings a wealth of experience in the
mining industry. He has already had a positive impact on substantially reducing
recurrent operating costs and has re-focussed the company to achieve greater
operational and exploration focus.
The Directors and consultants have remained focussed on driving shareholder
value at a time of highly fluctuating capital markets. It should be noted that
the Directors and consultants have not received any remuneration increases for
the past several years.
The future exercise of these options at prices well above current share price
levels will attract substantial future capital to your company.
Shareholder approval is sought for the granting of the proposed options to
ensure the retention of these key Directors and consultants at a time when your
company is embarking on an exciting period of strategic expansion remaining
highly focussed on the ongoing enhancement of shareholder value.
It should be noted that 22,344,843 options expired on 30 April 2008 and
therefore the issue of these options would not constitute an increase in the
number of securities of Tawana Resources NL.
The total number of options is 19,500,000 as per individual allocations below:
N. Barrie (Executive Chairman)
3,000,000 (three million) Options exercisable at ten (10)
cents per Share upon completion of twelve (12) months
consulting engagement under the terms of an agreement between
Mr. Barrie`s company, Katherine Pastoral Company Pty Ltd, ("
Agreement") from the Commencement Date; and
3,000,000 (three million) Options exercisable at ten (10)
cents per Share upon completion of twenty four (24) months
consulting engagement under the Agreement from the
Commencement Date.
B Phillips: (Non-executive Director)
1,000,000 (one million) Options exercisable at seven (7)
cents per Share immediately; and
1,000,000 (one million) Options exercisable at ten (10) cents
per Share after twelve (12) months from the issue date.
E Luff: (Non-executive Director)
2,000,000 (two million) Options exercisable at seven (7)
cents per Share immediately; and
2,000,000 (two million) Options exercisable at ten (10) cents
per Share after twelve (12) months from the issue date.
W Marx: (Managing Director)
2,000,000 (two million) Options exercisable at seven (7)
cents per Share immediately; and
2,000,000 (two million) Options exercisable at ten (10) cents
per Share after twelve (12) months from the issue date.
Leon Daniels (Director of Seolo Pty Ltd, a Tawana subsidiary)
750,000 (seven hundred and fifty thousand ) Options
exercisable at seven (7) cents per Share immediately; and
750,000 (seven hundred and fifty thousand) Options
exercisable at ten (10) cents per Share after twelve (12)
months from the issue date.
A. Horwitz (Director of Diamond Resources Pty Ltd, a Tawana subsidiary)
500,000 (five hundred thousand) Options exercisable at seven
(7) cents per Share immediately; and
500,000 (five hundred thousand) Options exercisable at ten
(10) cents per Share after twelve (12) months from the issue
date.
E. D. Ehmke (Company Secretary)
500,000 (five hundred thousand) Options exercisable at seven
(7) cents per Share immediately; and
500,000 (five hundred thousand) Options exercisable at ten
(10) cents per Share after twelve (12) months from the issue
date.
Resolution 5 seeks shareholder approval pursuant to ASX Listing Rule 7.4 for
the issue of these options.
5.2 Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.3 the following
information is provided in relation to the additional placement of options
(a) The options will be issued within 3 months of the date of approval and as
per the terms outlined in 5.1 above
The options will be allotted to Directors, Officers and Related Parties of the
Company as per the details in 5.1 above.
The consideration for this issue is Nil.
6. Appointment of Company Auditor
Resignation of current auditor
The Company`s current auditor, PricewaterhouseCoopers has given the Board
intention to resign as auditor of the Company, pursuant to sub-section 329(5) of
the Corporations Act 2001. Sub-section 329(5) of the Corporations Act 2001
provides that an auditor of a company may, by giving notice in writing, resign
as auditor of the company if:
(a) the auditor has, by notice in writing given to the Australian Securities
and Investments Commission ("ASIC"), applied for consent to the resignation; and
(b) the consent of the ASIC has been given.
PricewaterhouseCoopers will be applying to the ASIC for its consent to its
resignation as auditor of the Company. The application for consent to be lodged
with the ASIC by PricewaterhouseCoopers will indicate that it is their wish that
this resignation takes immediate effect
APPOINTMENT OF NEW AUDITOR
Provided the ASIC gives its consent to the resignation of PricewaterhouseCoopers
as the Company`s auditor, this resignation will take immediate effect upon the
consent being granted. Upon PricewaterhouseCoopers resignation, it will be
necessary for the Company to appoint a new Company auditor pursuant to section
327B(1) of the Corporations Act 2001. Section 327B(1)(b) provides that a company
shall, if there is a vacancy in the office of auditor of the company, appoint a
person or firm to fill the vacancy.
Mr. John Rowe a member of the Company, has nominated the firm Webb Group
Australia Pty Ltd as Auditor of the Company, pursuant to section 328B(1) of the
Corporations Act 2001.
The Webb Group are eligible and have consented to being appointed auditor of the
Company as required by section 328A(1) of the Corporations Act 2001. Pursuant to
section 328B(1) of the Corporations Act 2001, the written notice nominating the
Webb Group as auditor is attached to this Explanatory Memorandum as an annexure.
The Board recommends the appointment of the firm Webb Group Australia Pty Ltd as
the Auditor of the Company.
Resolution 6 to appoint a new auditor of the Company will be dependant on the
consent of ASIC to PricewaterhouseCoopers resignation.
PROXY NOTES
1. For the purpose of the meeting the Company has determined that securities
will be taken to be held by the persons registered as holders as at 2;00 pm
on Tuesday 18 November 2008. Accordingly, transactions registered after
that time will be disregarded in determining entitlements to attend and
vote at the meeting.
2. A member entitled to attend and vote at a meeting is entitled to appoint
not more than two proxies to attend and vote on his/her behalf. Where more
than one proxy is appointed, such proxy must be allocated a proportion of
the Member`s voting rights. A proxy duly appointed need not be a member.
The proxy form and any documents necessary to show the validity of the form
must be lodged with the Company`s Share Registry by 10:00 am on Tuesday 18
November 2008 being not less than 48 hours before the appointed time of the
Meeting. Any proxy lodged after that time will be treated as invalid.
3. Corporate shareholders should note that unless the corporate shareholder:
(a) completes and lodges with the Company`s Share Registry a valid appointment
of proxy in accordance with the instructions contained herein; or
(b) completes and either lodges with the Company`s Share Registry by 10:00 am
on Tuesday 18 November 2008 being no less than 48 hours prior to the
meeting, a form of Appointment of Corporate Representative in accordance
with the provisions of Section 250D of the Corporations Act properly
signed; or
(c) has appointed an attorney;
and such proxy, corporate representative or attorney attends the relevant
meeting, then such corporate shareholders will be unable to exercise any
votes at the relevant meeting.
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Date: 23/10/2008 10:27:12 Supplied by www.sharenet.co.za
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