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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: TAW
ISIN: AU000000TAW7
("Tawana" or "the company")
13 November 2008
Dear Shareholder,
Tawana Resources NL
Replacement of Notice of Special General Meeting
Tawana Resources NL ("Company") refers its prior Notice of Special General
Meeting dated 17 October 2008 ("Prior Notice") which contained six (6)
resolutions to be considered and, if thought fit, passed as ordinary
resolutions by the shareholders of the Company.
The Company has prepared a new Notice of Special General Meeting and Proxy
Form ("New Notice and Proxy Form") and postponed the Special General Meeting
to 18 December 2008. The New Notice and Proxy Form clarifies the original
proposed resolutions in the Prior Notice dated 17 October 2008 and provides
more information which is relevant to the proposed resolutions (in particular,
the resolutions pertaining to the issue of options to related parties of the
Company) that the Directors of the Company believe you may wish to consider
prior to exercising your vote.
The Company therefore formally withdraws its Prior Notice and enclose the New
Notice and Proxy Form which replace the Prior Notice and its Proxy Form in
their entirety.
Any shareholder who has already completed and lodged a proxy form is advised
to do so again using the revised Proxy Form enclosed.
We apologise for any inconvenience caused.
By Order of the Board,
E. D. Ehmke
Company Secretary
Tawana Resources NL ACN 085 166 721
Date 13 November 2008
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
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Tawana Resources NL
ACN 085 166 721
NOTICE OF SPECIAL GENERAL MEETING
Thursday 18 December 2008 at 10:00 am
Tawana Resources NL ("Company") refers to its prior Notice of Special General
Meeting dated 17 October 2008 ("Prior Notice"). This Notice dated 14 November
2008 replaces the Prior Notice in its entirety.
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, 18 December 2008 at 10:00 am.
1. Ratification of Prior Share and Option 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 fully paid ordinary
shares and 3,000,000 attached options over fully paid ordinary shares 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 fully paid ordinary
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 fully paid ordinary
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 fully paid
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 10.11, Chapter 2E of the
Corporations Act 2001 and for all other purposes, approval is given for the
Directors to allot 6,000,000options over fully paid ordinary shares, to N.
Barrie on the terms and conditions set out in the Explanatory Statement."
6. 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 10.11, Chapter 2E of the
Corporations Act 2001 and for all other purposes, approval is given for the
Directors to allot 2,000,000 options over fully paid ordinary shares, to B.
Phillips on the terms and conditions set out in the Explanatory Statement."
7. 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 10.11, Chapter 2E of the
Corporations Act 2001 and for all other purposes, approval is given for the
Directors to allot 4,000,000 options over fully paid ordinary shares, to E.
Luff on the terms and conditions set out in the Explanatory Statement."
8. 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 10.11, Chapter 2E of the
Corporations Act 2001 and for all other purposes, approval is given for the
Directors to allot 4,000,000 options over fully paid ordinary shares, to W.
Marx on the terms and conditions set out in the Explanatory Statement."
9. Placement of Additional options
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That approval is given for the Directors to allot 1,5000,000 options over
fully paid ordinary shares, to L. Daniels on the terms and conditions set out
in the Explanatory Statement."
10. Placement of Additional options
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That approval is given for the Directors to allot 1,000,000 options over
fully paid ordinary shares, to A. Horwitz on the terms and conditions set out
in the Explanatory Statement."
11. Placement of Additional options
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That approval is given for the Directors to allot 1,000,000 options over
fully paid ordinary shares, to E. D. Ehmke on the terms and conditions set out
in the Explanatory Statement."
12. Appointment of Company Auditor
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That Webb Audit 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 13 November 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 16 December 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
fully paid ordinary shares at an issue price of $0.08 each under a placement
to a private investor. An option over ordinary fully paid shares exercisable
at $0.10 on or before 1 April 2011 was attached to each of the shares.
The shares and options referred to in this Resolution were allotted to
Geoffrey John Clatworthy and his associates.
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 none of which is relevant here, 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.
The prior issue of shares and options detailed in Resolutions 1, 2 and 3 did
not exceed the 15% threshold. However, ASX Listing Rule 7.4 provides that
where a company in general meeting ratifies the previous issue of securities
made pursuant to ASX 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.
Voting Exclusion
- The Company will disregard any votes cast on this resolution by Mr.
Clatworthy or any of his associates.
However the Company will 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 a proxy for a person who
is entitled to vote, in accordance with a direction on the proxy form to
vote as the proxy decides.
1.2 Further 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) 3,000,000 fully paid ordinary shares were allotted at an issue price
of $0.08 per share on 23 July 2008.
(b) The shares rank equally in all respects with the existing ordinary
shares on issue.
(c) 3,000,000 listed options were allotted. These options are
exercisable at $0.10 per option and expire on 1 April 2011 and were
issued for Nil consideration.
(d) The shares and options were allotted and issued as a placement to
Geoffrey John Clatworthy and his associates.
(e) 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 to Pro Direct 189 Pty Ltd ("Pro Direct") in consideration for the
acquisition by the Company of Pro Direct`s 21% interest in Seven Falls Trading
155 Pty Ltd ("Seven Falls"), the Company`s Black Empowerment Partner (BEE).
Pro Direct and Seven Falls are both registered South African companies. There
were no options attached to these shares. This gave Pro Direct a 2.09%
interest in the Company.
Subsequently, the Company 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 none of which is relevant here, 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.
The prior issue of shares and options detailed in Resolutions 1, 2 and 3 did
not exceed the 15% threshold. However, ASX Listing Rule 7.4 provides that
where a company in general meeting ratifies the previous issue of securities
made pursuant to ASX 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.
Voting Exclusion
- The Company will disregard any votes cast on this resolution by Pro
Direct or any of its associates.
However the Company will 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 a proxy for a
person who is entitled to vote, in accordance with a direction on
the proxy form to vote as the proxy decides.
2.2 Further 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) 2,125,600 fully paid ordinary shares were allotted for a
consideration of $0.07 per share on 17 June 2008.
(b) The shares rank equally in all respects with the existing ordinary
shares on issue.
(c) The shares were allotted and issued as a placement to Pro Direct.
(d) The consideration for this issue is the acquisition by the Company
of Pro Direct`s 21% interest in Seven Falls Trading 155 Pty Ltd.
3. Ratification of Prior Share Issue
3.1 General
On 15 October 2008 the Company allotted 6,000,000 fully paid ordinary shares
at $0.07 cents each to facilitate the conversion of Seven Falls` 26% interest
in the Kareevlei, Perdevlei, Daniel Kimberlite, Daniel Alluvial and Tawana
Alluvial projects to equity in the Company. This will result in the Company
having a 100% holding of the projects and Seven Falls holding 8 % of the
issued capital of the Company.
Note: This is only part of the consideration being paid, the approval for the
balance of 3,375,720 fully paid 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 none of which is relevant here, 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.
The prior issue of shares and options detailed in Resolutions 1, 2 and 3 did
not exceed the 15% threshold. However, ASX Listing Rule 7.4 provides that
where a company in general meeting ratifies the previous issue of securities
made pursuant to ASX 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.
Voting Exclusion
- The Company will disregard any votes cast on this resolution by
Seven Falls 155 Pty Ltd or any of its associates.
However the Company will 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 a proxy for a
person who is entitled to vote, in accordance with a direction on
the proxy form to vote as the proxy decides.
3.2 Further 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) 6,000,000 fully paid ordinary shares were allotted for a
consideration of $0.07 per share on 15 October 2008.
(b) The shares rank equally in all respects with the existing ordinary
shares on issue.
(c) The shares were allotted and issued as a placement to Seven Falls
Trading 155 Pty Ltd.
(d) The consideration for this issue provides the means for the Company
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 fully paid ordinary
shares is to facilitate the conversion of Seven Falls` 26% interest in the
Kareevlei, Perdevlei, Daniel Kimberlite, Daniel Alluvial and Tawana Alluvial
projects to equity in the Company. This will result in the Company having a
100% holding of the projects and Seven Falls holding 8% of the issued capital
of the Company .
Resolution 4 seeks shareholder approval pursuant to ASX Listing Rule 7.1 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.
Voting Exclusion
- The Company will disregard any votes cast on this resolution by
Seven Falls 155 Pty Ltd or any of its associates.
However the Company will 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 a proxy for a
person who is entitled to vote, in accordance with a direction on
the proxy form to vote as the proxy decides.
4.2 Further 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:
(a) The maximum number of shares to be issued is 3,375,720.
(b) 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.
(c) The consideration price for the shares will be $0.07 cents per share
and provide the means for the Company acquiring Seven Falls` 26%
interest in the Kareevlei, Perdevlei, Daniel Kimberlite, Daniel
Alluvial and Tawana Alluvial projects.
(d) 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 (Resolutions 5 - 11)
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 grant of a `financial benefit` to related parties of a public company
requires approval under Chapter 2E of the Corporations Act. As Directors,
Neil Barrie, Brian Phillips, Euan Luff and Wolfgang Marx, are considered
related parties of the Company the proposed issue of Director options amounts
to the provision of a financial benefit.
In addition, ASX Listing Rule 10.11 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.
Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue
the options to the Recipient Director (or his nominee) as approval is being
obtained under ASX Listing Rule 10.11. Shareholders should note that the
issue of the options pursuant to resolutions 5-11 will not be included in the
15% calculation for the purposes of ASX Listing Rule 7.1.
Pursuant to ASX Listing Rule 10.13.3 these securities, if approved, will be
issued no later than one month after the date of the meeting.
(a) The rationale for the granting of the options is as described below:
(i) The proposed granting of options to Directors and key
consultants is to recognise and reward their substantial
personal and professional contribution to the Company and
ensure the retention of these key executives.
(ii) These executives are crucial to the ongoing strategic
achievements of the Company.
(iii) The newly appointed Executive Chairman, Neil Barrie,
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.
(iv) 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.
(v) The future exercise of these options at prices well above
current share price levels will attract substantial future
capital to the Company.
(vi) 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 the Company is embarking on an
exciting period of strategic expansion remaining highly
focussed on the ongoing enhancement of shareholder value.
(vii) 22,344,843 options expired on 30 April 2008, therefore the
issue of the 19,500,000 to the Directors and key consultants
options would not constitute an increase in the number of
securities of the Company.
(b) Details of the options to be issued:
The total number of options is 19,500,000 as per individual
allocations below:
(i) Resolution 5 Neil Barrie (Executive Chairman)
- 3,000,000 (three million) options is proposed to be granted to
Neil Barrie for nil consideration exercisable at any time
during a period of 48 months from the date of issue 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 19 June 2008 ("Commencement Date"); and
- a further 3,000,000 (three million) options is proposed to be
granted to Neil Barrie for nil consideration exercisable at any
time during a period of 48 months from the date of issue at ten
(10) cents per Share upon completion of twenty four (24) months
consulting engagement under the agreement from the Commencement
Date.
The issue of share options forms part of Neil Barrie`s remuneration package
under his consultancy agreement.
(ii) Resolution 6 Brian Phillips: (Non-executive Director)
- 1,000,000 (one million) options is proposed to be granted to
Brian Phillips for nil consideration exercisable at any time
during a period of 48 months from the date of issue, being no
later than one month after the date of the meeting, at seven
(7) cents per Share; and
- a further 1,000,000 (one million) options is proposed to be
granted to Mr Brian Phillips for nil consideration exercisable
at any time during a period of 48 months after twelve (12)
months from the issue date, being no later than one month after
the date of the meeting, at ten (10) cents per Share.
(iii)Resolution 7 Euan Luff: (Non-executive Director)
- 2,000,000 (two million) options is proposed to be granted to
Euan Luff for nil consideration exercisable at any time during
a period of 48 months from the date of issue, being no later
than one month after the date of the meeting, at seven (7)
cents per Share; and
- a further 2,000,000 (two million) options is proposed to be
granted to Euan Luff for nil consideration exercisable at any
time during a period of 48 months after twelve (12) months from
the issue date, being no later than one month after the date of
the meeting, at ten (10) cents per Share.
(iv) Resolution 8 Wolfgang Marx: (Managing Director)
- 2,000,000 (two million) options is proposed to be granted to
Wolfgang Marx for nil consideration exercisable at any time
during a period of 48 months from the date of issue, being no
later than one month after the date of the meeting, at seven
(7) cents per Share; and
- a further 2,000,000 (two million) options is proposed to be
granted to Wolfgang Marx for nil consideration exercisable at
any time during a period of 48 months after twelve (12) months
from the issue date, being no later than one month after the
date of the meeting, at ten (10) cents per Share.
(v) Resolution 9 Leon Daniels (Director of Seolo Pty Ltd, a subsidiary
of the Company)
- 750,000 (seven hundred and fifty thousand ) options is proposed
to be granted to Leon Daniels for nil consideration exercisable
at any time during a period of 48 months from the date of
issue, being no later than one month after the date of the
meeting, at seven (7) cents per Share; and
- a further 750,000 (seven hundred and fifty thousand) options is
proposed to be granted to Leon Daniels for nil consideration
exercisable at any time during a period of 48 months after
twelve (12) months from the issue date, being no later than one
month after the date of the meeting, at ten (10) cents per
Share."
(vi) Resolution 10 Adrian Horwitz (Director of Diamond Resources Pty Ltd,
a subsidiary of the Company)
- 500,000 (five hundred thousand) options is proposed to be
granted to Adrian Horwitz for nil consideration exercisable at
any time during a period of 48 months from the date of issue,
being no later than one month after the date of the meeting, at
seven (7) cents per Share; and
- a further 500,000 (five hundred thousand) options is proposed
to be granted to Adrian Horwitz for nil consideration
exercisable at any time during a period of 48 months after
twelve (12) months from the issue date, being no later than one
month after the date of the meeting, at ten (10) cents per
Share.
(vii)Resolution 11 Edward Derrick Ehmke (Company Secretary)
- 500,000 (five hundred thousand) options is proposed to be
granted to Edward Derrick Ehmke for nil consideration
exercisable at any time during a period of 48 months from the
date of issue, being no later than one month after the date of
the meeting, at seven (7) cents per Share; and
- a further 500,000 (five hundred thousand) options is proposed
to be granted to Edward Derrick Ehmke for nil consideration
exercisable at any time during a period of 48 months after
twelve (12) months from the issue date, being no later than one
month after the date of the meeting, at ten (10) cents per
Share.
(c) Voting Exclusion
The Company will disregard any votes cast on:
- Resolution 5 by N Barrie or any of his associates;
- Resolution 6 by B Phillips or any of his associates;
- Resolution 7 by E Luff or any of his associates;
- Resolution 8 by W Marx or any of his associates;
- Resolution 9 by L Daniels or any of his associates;
- Resolution 10 by A Horwitz or any of his associates;
- Resolution 11 by E D Ehmke or any of his associates;
However the Company will 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 a proxy for a
person who is entitled to vote, in accordance with a direction on
the proxy form to vote as the proxy decides.
5.2 Further information required by Chapter 2E of the Corporations Act 2001
(Cth) ("Corporations Act") and Listing Rule 10.13
Shareholder approval is required by Chapter 2E of the Corporations Act 2001
(Cth) ("Corporations Act") and ASX Listing Rule 10.11 with respect to
resolutions 5 (Neil Barrie), 6 (Brian Phillips), 7 (Euan Luff) and 8 (Wolf
Marx) as Neil Barrie, Brian Phillips, Euan Luff and Wolfgang Marx are
Directors and related parties to the Company under the Corporations Act and
the ASX Listing Rule 10.11.
For the purpose of Chapter 2E of the Corporations Act and ASX Listing Rule
10.11, the following further information is provided:
(a) The nature of the benefit is the issue of the options as described
under "Details of the options to be issued" (5.1(b)).
(b) The related parties to whom the proposed resolutions 5 to 8 would
permit financial benefits to be given are the above named Directors
(Neil Barrie, Brian Phillips, Euan Luff and Wolfgang Marx).
(c) The maximum number of options to be granted to each related party is
as described under "Details of the options to be issued" (5.1(b)).
(d) Options will be granted for nil consideration.
(e) No funds will be raised by the grant of the options.
(f) The terms of the options are as set out below and in Annexure A.
(g) The options will be issued no later than one (1) month 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.
(h) The current remuneration and interest of the Directors is as
follows:
Date: 19/11/2008 10:10:52 Supplied by www.sharenet.co.za
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