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TAW - Tawana - Notice of 2008 Annual 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")
Notice of 2008 Annual General Meeting
This is an important document. It should be read in its entirety.
If you are in doubt as to the course you should follow, consult your financial
or other professional adviser.
Tawana Resources N.L.
ABN: 69 085 166 721 PROXY FORM
SAMPLE CUSTOMER
SAMPLE ADDRESS
SAMPLE ADDRESS
SAMPLE ADDRESS
Appointment of Proxy
I/We being members/s of Tawana Resources N.L. and entitled to vote hereby
appoint
Write here the name
the and address of the
Chairman person you are
`A` of the OR appointing if this
Meeting person is someone
other than the
(mark Chairman of the
with an Meeting.
"X")
or failing the person named, or if no person is named, the
Chairman of the Annual General Meeting ("AGM"), as my/our proxy
to act generally at the AGM on my/our behalf and to vote in
accordance with the following directions (or if no directions
have been given, as the proxy sees fit) at the AGM of Tawana
Resources N.L. to be held at Suite 1, 1233 High Street, Armadale
Victoria 3143 at 10.00 am on 28th May, 2009 and at any
adjournment of that AGM.
Voting directions to your proxy - please mark `X` to indicate your
directions
Tawana Resources N.L. PROXY FORM
ABN: 69 085 166 721
For Against Abstain**
ORDINARY BUSINESS
Resolution 1: Re-Election of Brian
Phillips to serve as a
Director
Resolution 2: Election of Nonkqubela
Mazwai to serve as a
Director
Resolution 3: Election of Neil Barrie to
serve as a Director
Resolution 4: Placement of Ordinary
Shares
Resolution 5: Issue of Equity Securities
For Against
Abstain**
Resolution 6: Issue of Equity
Securities
Resolution 7: Change of Auditor
Resolution 8: Non-Binding Adoption
of 2008 Remuneration
Report
** If you mark the Abstain box for a particular item, you are
directing your proxy not to vote on your behalf on a show of
hands or on a poll and your votes will not be counted in
computing the required majority on a poll.
PLEASE SIGN HERE - This section must be signed in accordance with the
instructions overleaf to enable your directions to be implemented.
Individual or Security holder 2 Security holder 3
Security holder 1
Sole Director and Director Director/Company
Sole Company Secretary
Secretary
Contact Telephone Number
/ /
Contact Name Contact Daytime Date
Telephone
How to Complete this Proxy Form
1 Your Name and Address
This is your name and address as it appears on the Company`s share
register. If this information is incorrect, please contact the Company`s
share registry to arrange for changes to be made.
2 Appointment of a Proxy
If you wish to appoint the Chairman of the Annual General Meeting ("AGM")
as your proxy, mark the box. If the person you wish to appoint as your
proxy is someone other then the Chairman of the AGM please write the name
of that person. If you leave this section blank, or your named proxy does
not attend the AGM, the Chairman of the AGM will be your proxy. A proxy
need not be a security holder of the Company.
3 Votes on Items of Business
You may direct your proxy how to vote by placing a mark in one of the boxes
opposite each item of business. All your securities will be voted in
accordance with such a direction unless you indicate only a portion of
voting rights are to be noted on any item by inserting the percentage or
number of securities you wish to vote in the appropriate box or boxes. If
you do not mark any of the boxes on a given item, your proxy may vote as he
or she chooses. If you mark more than one box on an item your vote on that
item will be invalid.
4 Appointment of a Second Proxy
You are entitled to appoint up to two persons as proxies to attend the AGM
and vote on a poll. If you wish to appoint a second proxy, an additional
Proxy Form may be obtained by telephoning the Company`s share registry or
you may copy this form.
5 Signing Instructions
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is more than one name, all the
security holders should sign.
Power of Attorney: to sign under a Power of Attorney, you must have
already lodged this document with the share registry.
If you have not previously lodged this document for
notation, please attach a certified photocopy of the
Power of Attorney.
Companies: where the company has a Sole Director who is also the
Sole Company Secretary, that person must sign this
form. If the Company (pursuant to section 204A of the
Corporations Act 2001) does not have a Company
Secretary, a Sole Director can also sign alone.
Otherwise a Director must sign this form jointly with
either another Director or Company Secretary. Please
indicate the office held by signing in the appropriate
place.
If a representative of the corporation is to attend the AGM the appropriate
"Certificate of Appointment of Corporate Representative" should be produced
prior to admission. A form of the certificate may be obtained from the
Company`s share registry.
Lodgement of a Proxy
This Proxy Form (and any Power of Attorney under which it is signed) must be
received at an address given below by 10:00 am (Melbourne, Victoria time), 26th
May, 2009 being not later than 48 hours before the commencement of the AGM. Any
Proxy Form received after that time will not be valid for the scheduled AGM.
Documents may be lodged by posting, delivery or facsimile to:
Registered Office Share Registry
Suite 1, 1233 High Street Computershare Investor Services
Armadale Victoria 3143 Pty Ltd
PO Box 8694 Yarra Falls
Armadale Victoria 3143 452 Johnston Street
Ph: +61 (0)3 9824 5254 Abbotsford Victoria 3067
Fx: +61 (0)3 9822 7735
TAWANA RESOURCES N.L.
ABN: 69 085 166 721
NOTICE OF 2008 ANNUAL GENERAL MEETING
Incorporating Explanatory Notes, Information Memorandum and Proxy Form
To Be Held On:
Thursday 28th May, 2009
At:
10:00am
(Registration commencing at 9:50am)
At:
Suite 1, 1233 High Street
Armadale, Victoria
AUSTRALIA. 3143
NOTICE OF 2008 ANNUAL GENERAL MEETING
NOTICE IS HEREBY given that the 2008 Annual General Meeting (AGM) of Tawana
Resources N.L. (Company) is to be held at Suite 1, 1233 High Street, Armadale,
Victoria, AUSTRALIA 3143 on Thursday 28th May, 2009 at 10.00am.
The Explanatory Notes, Information Memorandum and Proxy Form accompanying this
Notice of Annual General Meeting are hereby incorporated in and comprise part of
this Notice of Annual General Meeting.
BUSINESS
FINANCIAL REPORTS
To receive and consider the Annual Financial Report of the Company comprising
the Annual Financial Report, the Directors Report and the Audit Report for the
year ended 31st December 2008.
RESOLUTIONS - ORDINARY BUSINESS
To consider, and if thought fit, to pass, with or without amendment, the
following ordinary resolutions:
1. Re-Election of Brian Phillips to serve as a Director
"That, Mr. Brian Phillips, who retires in accordance with the Company`s
Constitution, and being eligible for re-election, offers himself for re-
election, be re-elected as a Director of the Company."
2. Election of Nonqubela Mazwai to serve as a Non-Executive Director
"That, Ms. Nonqubela Mazwai, a Director appointed to fill a casual vacancy,
and being eligible for election, be elected as a Director of the Company."
3. Election of Neil Barrie to serve as an Executive Director
"That, Mr. Neil Barrie, a Director appointed to fill a casual vacancy, and
being eligible for election, be elected as a Director of the Company."
4. Placement of Ordinary Shares to Seven Falls
"That, for the purpose of ASX Listing Rule 10.11, 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"
Voting Exclusion: A voting exclusion statement applies to this Resolution.
Refer to page 4
5. Issue of Equity Securities to Lufgan Nominees Pty Ltd
"That, for the purpose of ASX Listing Rule 10.11, and for all other
purposes, approval is given for the Directors to issue equity securities,
on the terms and conditions set out in the Explanatory Statement"
Voting Exclusion: A voting exclusion statement applies to this Resolution.
Refer to page 4.
6. Ratification of Issue of Equity Securities to Domain Carpet Mills Pty
Limited
"That, for the purpose of ASX Listing Rule 7.4, and for all other purposes,
approval is given for the Directors to issue equity securities, on the
terms and conditions set out in the Explanatory Statement"
Voting Exclusion: A voting exclusion statement applies to this Resolution.
Refer to page 4.
7. Change of Company Auditor
"That, subject to ASIC approval, Webb Audit Pty Ltd be hereby appointed
external auditor of the company, replacing the incumbent auditor,
PricewaterhouseCoopers, and that proper professional fees be paid as
remuneration to the new auditor."
8. Non-Binding Adoption of 2008 Remuneration Report
"That, Members hereby adopt the 2008 Remuneration Report as published in
the Directors Report section of the Company`s 2008 Annual Report."
EXPLANATORY NOTES TO THE NOTICE OF 2008 ANNUAL GENERAL MEETING
Voting Exclusion Statement - Resolutions 4 & 5
The Company will disregard any votes cast on Resolutions 4 & 5 by:
- Nonkqubela Mazwai (resolution 4) and Euan Luff (resolution 5) as Directors
of the Company receiving a benefit under the resolutions; or
- an associate of that person.
However, the Company need not disregard a vote on Resolutions 4 & 5 if:
- it is cast by a person as 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.
Further details in respect of the ordinary shares as per Resolutions 4 & 5 are
set out in the Explanatory Notes accompanying this Notice of Annual General
Meeting.
Voting Exclusion Statement - Resolution 6
The Company will disregard any votes cast on Resolution 6 by:
- Domain Carpet Mills Pty Limited or a person who is to receive ordinary
shares in relation to the issue;
- an associate of that person.
However, the Company need not disregard a vote on Resolution 6 if:
- it is cast by a person as 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.
Further details in respect of the ordinary shares as per Resolution 6, are set
out in the Explanatory Notes accompanying this Notice of Annual General Meeting.
BY ORDER OF THE BOARD
Phillip Hains
Company Secretary
Tawana Resources N.L.
Date: Thursday 30th April, 2009
The accompanying Explanatory Notes, Information Memorandum and the
Proxy and Voting Instructions form part of this Notice of Annual General
Meeting.
VOTING INSTRUCTIONS
Corporate Representatives
If a representative of the corporation is to attend the AGM the appropriate
"Certificate of Appointment of Corporate Representative" should be produced
prior to admission. A form of the certificate may be obtained from the
Company`s share registry.
Voting Entitlement
For the purposes of determining voting entitlements at the AGM, shares will be
taken to be held by persons who are registered as holding shares at 7.00 pm
(Melbourne, Victoria Time) on 25th May, 2009. Accordingly, transactions
registered after that time will be disregarded in determining entitlements to
attend and vote at the AGM.
Proxy Instructions
Instructions in respect of the appointment of proxies accompany the Proxy Form
attached.
The Proxy Form (and any Power of Attorney under which it is signed) must be
received at an address given below by 10:00 am (Melbourne, Victoria time), 26th
May, 2009 being not later than 48 hours before the commencement of the AGM. Any
Proxy Form received after that time will not be valid for the scheduled AGM.
Documents may be lodged by posting, delivery or facsimile to:
Registered Office Share Registry
Suite 2, 1233 High Street Computershare Investor
Armadale Victoria Services Pty Ltd
PO Box 8046 Yarra Falls
Armadale Victoria 452 Johnston Street
Australia. 3143 Abbotsford Victoria
Ph: +61 (0)3 9824 8166 3067
Fx: +61 (0)3 9824 8161
These Explanatory Notes accompanies Tawana Resources N.L. Notice of 2008 Annual
General Meeting to be held on Thursday 28th May, 2009. These Explanatory Notes
form part of the Notice of 2008 Annual General Meeting and relate to the
Ordinary & Special Business to be considered at the Meeting comprising of
Resolutions 1 to 8 inclusive.
The Notice of 2008 Annual General Meeting should be read together with these
Explanatory Notes.
SPECIAL BUSINESS
Resolution 1: Re-election of Brian Phillips to serve as a Director
At each Annual General Meeting of the Company, one third of the Directors of the
Company (except a Managing Director) must retire from office by rotation, in
accordance with the Company`s Constitution. No Director (except a Managing
Director) shall retain office for a period in excess of three years without
submitting him or herself for re-election. A Director who retires from office by
rotation and is eligible for re-election may offer him or herself for re-
election.
Date Appointed - 4 April 2005
Qualifications - AWASM, FAusIMM, MIMMM
Experience - Brian Phillips is a qualified mining engineer
and has over 40 years experience in the mining
industry. Brian is a past Director of The
Australian Gold Council and past President of
the Victorian Minerals and Energy Council.
Special - He is a member of the Audit and Risk Management
Responsibilities Committee, and the Remuneration and Nomination
Committee.
Directorships Brian is the Non-Executive Chairman of Indophil
held in other Resources N.L. and a Non-Executive Director of
listed entities Panoramic Resources Ltd. He is a past Director
of MPI Mines Ltd, past Non-Executive Chairman
of Leviathan Resources Ltd, and past Non-
executive Director of Perseverance Corporation
Ltd.
Voting Recommendation: The Directors, other than Brian Phillips, recommend
that shareholders vote in favour of this resolution. Mr. Brian Phillips,
because of his interest, makes no recommendation in relation to this resolution.
Resolution 2: Election of Nonqubela Mazwai as an Executive Director
Nonqubela Mazwai was appointed Director of the Company to fill a casual vacancy
during the year. In accordance with the company`s constitution, his appointment
is to be confirmed at the first AGM following his appointment.
Appointed - 30 October 2008
Experience - Nonkqubela Mazwai is the CEO and founding
shareholder of Motjoli Resources Pty Ltd, a 100%
black owned, controlled and managed company. She
has advised blue chip mining companies (including
Anglo American and De Beers) on mining compliance
matters. She has also designed business processes
for the implementation of the Mineral and
Petroleum Resources Development Act for the South
African government`s Department of Minerals and
Energy.
Directorships Nonkqubela was Deputy Managing Director of Coal of
held in other Africa until 22 January 2008
listed
entities
Voting Recommendation: The Directors, other than Nonqubela Mazwai, recommend
that shareholders vote in favour of this resolution. Nonqubela Mazwai, because
of his interest, makes no recommendation in relation to this resolution.
Resolution 3: Election of Neil Barrie as a Non-Executive Director
Neil Barrie was appointed Director of the Company to fill a casual vacancy
during the year. In accordance with the company`s constitution, his appointment
is to be confirmed at the first AGM following his appointment.
Date - 20 June 2008
Appointed
Experience - Neil Barrie has over 20 years experience in mining
evaluation and corporate development throughout
Australia, South African and Botswana. Neil was
also a former Director of KPMG.
Voting Recommendation: The Directors, other than Neil Barrie, recommend that
shareholders vote in favour of this resolution. Neil Barrie, because of his
interest, makes no recommendation in relation to this resolution.
Resolution 4: Placement of Ordinary Shares to Seven Falls
By Agreement dated 23rd March 2008 between the Company, Diamond Resources
(Proprietary) Limited and Tawana Resources SA (Proprietary) Limited (Tawana
Group) and Seven Falls 155 (Pty) Limited (Seven Falls) (a related party to
director, Nonkqubela Mazwai), Seven Falls agreed to convert its equity in the
Company`s Kareevlei, Perdevlei, Daniel Kimberlite, Daniel Alluvial and Tawana
Alluvial projects (Projects) into an 8% unencumbered share of the Company`s
issued share capital as at 31 July 2008.
The conversion is to be achieved by converting the net value of Seven Falls`
equity in the Projects into shares in the Company at $0.07 per share, which
equates to 9,375,720 Ordinary Fully Paid Shares (Conversion Shares).
On 15 October 2008, the Company announced that it had issued 6,000,000 of the
Conversion Shares to Seven Falls.
The remaining 3,375,720 Conversion Shares will be issued to Seven Falls` in
accordance with ASX Listing Rule 10.11.
The proposed issue of the 3,375,720 Conversion Shares to Seven Falls requires
the approval of shareholders pursuant to ASX Listing Rule 10.11. The purpose of
Resolution 4 is to obtain shareholder approval for the issue of the 3,375,720
Conversion Shares for the purpose of ASX Listing Rule 10.11 and for all other
purposes.
Under ASX Listing Rule 10.11 an entity may only agree to issue securities to a
related party if the agreement to issue the securities is conditional upon
holders of ordinary securities approving the issue before the issue is made.
Shareholder approval is required under ASX Listing Rule 10.11 for the issue of
the 3,375,720 Conversion Shares to Seven Falls because Seven Falls is a related
party to director, Nonkqubela Mazwai, and as such, a related party of the
Company. If shareholder approval is given under ASX Listing Rule 10.11,
shareholder approval is not required under ASX Listing Rule 7.1.
For the purposes of ASX Listing Rule 10.13 information regarding the proposed
issue of the 3,375,720 Conversion Shares is provided as follows:
1.1 The proposed allottee of the 3,375,720 Conversion Shares is Seven Falls.
1.2 The maximum number of Conversion Shares to be issued is 3,375,720
Conversion Shares.
1.3 The 3,375,720 Conversion Shares will be issued no later than one month
after the date of the AGM (or such later date to the extent permitted by
any ASX waiver or modification of the ASX Listing Rules) and it is intended
that the allotment occur on the same date.
1.4 The 3,375,720 Conversion Shares will be issued at an issue price of $0.07
per share.
1.5 The terms and conditions of the 3,375,720 Conversion Shares are the same as
the terms and conditions of already issued fully paid ordinary shares in
the Company.
1.6 No funds will be raised from the issue of the 3,375,720 Conversion Shares.
The 3,375,720 Conversion Shares were issued in part satisfaction of the
consideration for the acquisition of Seven Falls` equity in the Projects by
the Company.
Voting Recommendation: The Directors, other than Nonqubela Mazwai, recommend
that shareholders vote in favour of this resolution. Nonqubela Mazwai, because
of her interest, makes no recommendation in relation to this resolution.
Resolution 5: Issue of Equity Securities to Lufgan Nominees Pty Ltd
On 13 March 2009, the Company entered into a Note Deed with a director related
entity and a sophisticated investor to raise working capital for the Company, of
up to $500,000. The Company`s obligations to the director related entity and
sophisticated investor under the Note Deed are secured by a notarial surety bond
and a surety bond over assets of subsidiaries of the Company which together
constitute no more than 5% of the Company`s equity interests.
At the date of issue of this notice, the Company has issued a total of 6,666,667
Notes with a face value of $0.03 each and an aggregate nominal value of
$200,000. The Notes were paid for in cash by the Note Holders. Lufgan Nominees
Pty Ltd (Lufgan Nominees), a related party to director Roydon Euan Luff,
subscribed to 5,000,000 Notes, subject to the terms below.
It is a term of the Note Deed that upon obtaining shareholder approval Lufgan
Nominees will obtain the right to convert the Notes into Ordinary Fully Paid
Shares in the Company.
The Company now seeks approval by Shareholders for the vesting of conversion
rights in Lufgan Nominees which constitutes the issue of equity securities (that
is, Convertible Notes) to Lufgan Nominees in accordance with ASX Listing Rule
10.11.
Under ASX Listing Rule 10.11 an entity may only agree to issue equity securities
to a related party if the agreement to issue the securities is conditional upon
holders of ordinary securities approving the issue before the issue is made.
Shareholder approval is required under ASX Listing Rule 10.11 for the vesting of
conversion rights to Lufgan Nominees (which is deemed to be an issue of equity
securities) because Lufgan Nominees is a related party to director, Roydon Euan
Luff, and as such, a related party of the Company. If shareholder approval is
given under ASX Listing Rule 10.11, shareholder approval is not required under
ASX Listing Rule 7.1.
For the purposes of ASX Listing Rule 10.13 information regarding the deemed
issue of the Convertible Notes to Lufgan Nominees is provided as follows:
1.1 A statement of the terms of the Convertible Notes is as follows:
(a) Subject to shareholder approval being given under this Resolution 5,
on conversion one Ordinary Fully Paid Share will be issued for every
$0.03 of the principal amount of the Convertible Note;
(b) Subject to shareholder approval being given under this Resolution 5,
on conversion one Ordinary Fully Paid Share will be issued for every
$0.03 of interest accrued and unpaid on the Convertible Notes;
(c) Interest will be accrued at a rate equal to the 90 day dealers bank
bill rate from time to time, plus 3%; and
(d) maturity date of four months from the first issue of the Notes
(provided that the parties may agree to extend the maturity date).
1.2 The proposed allottee of the Convertible Notes is Lufgan Nominees.
1.3 Subject to shareholder approval being given under this Resolution 5, the
maximum number of Convertible Notes to be issued to Lufgan Nominees is
5,000,000 Convertible Notes, which may be converted into:
(a) a minimum number of 5,000,000 Ordinary Fully Paid Shares; and
(b) a maximum number of Ordinary Fully Paid Shares to be determined by the
final calculation of interest owing on the Convertible Notes (detailed
above).
1.4 The 5,000,000 Convertible Notes will be issued immediately on approval
being given under this Resolution 5.
1.5 Subject to shareholder approval being given under this Resolution 5, the
Convertible Notes will be issued at an issue price of $0.03 per Convertible
Note.
1.6 The funds raised by the issue of the Convertible Notes will provide working
capital for the Company.
Voting Recommendation: The Directors, other than Roydon Euan Luff, recommend
that shareholders vote in favour of this resolution. Roydon Euan Luff, because
of his interest, makes no recommendation in relation to this resolution.
Resolution 6: Ratification of Issue of Equity Securities to Domain Carpet Mills
Pty Ltd
On 13 March 2009, the Company entered into a Note Deed with a director related
entity and a sophisticated investor to raise working capital for the Company, of
up to $500,000. The Company`s obligations to the director related entity and
sophisticated investor under the Note Deed are secured by a notarial surety bond
and a surety bond over assets of subsidiaries of the Company which together
constitute no more than 5% of the Company`s equity interests.
At the date of issue of this notice, the Company has issued a total of 6,666,667
Notes with a face value of $0.03 each and an aggregate nominal value of
$200,000. The Notes were paid for in cash by the Note Holders. Domain Carpet
Mills Pty Ltd (Domain Carpets), a sophisticated investor, subscribed to
1,666,667 Convertible Notes, subject to the terms below.
The Company now seeks shareholder approval in accordance with ASX Listing Rule
7.4 for the issue of Convertible Notes to Domain Carpets.
ASX Listing Rule 7.1 provides, in summary, that a company may not issue or agree
to issue equity securities in any 12 month period which exceeds 15% of the
number of issued securities of the company held at the beginning of the 12 month
period, except with the prior approval of shareholders of the company in general
meeting unless an exception in ASX Listing Rule 7.1 applies.
However, ASX Listing Rule 7.4 provides that an issue of equity securities made
without approval under ASX Listing Rule 7.1 is treated as having been made with
shareholder approval for the purpose of ASX Listing Rule 7.1 if the issue did
not breach ASX Listing Rule 7.1 and the holders of equity securities
subsequently approve it.
The purpose of Resolution 6 is to seek shareholder approval to the issue of the
Convertible Notes to Domain Carpets under ASX Listing Rule 7.4. If shareholders
approve the issue of the Convertible Notes for the purpose of ASX Listing Rule
7.4, the issue of Convertible Notes will not count towards determining the
number of equity securities which the Company can issue in any 12 month period.
The issue of Convertible Notes does not depend upon shareholders passing
Resolution 6. However, if shareholders do not approve the issue of Convertible
Notes for the purpose of ASX Listing Rule 7.4, the issue of Convertible Notes
will count towards the number of equity securities which the Company can issue
in any 12 month period.
For the purpose of ASX Listing Rule 7.5 information regarding the Convertible
Notes is provided as follows:
1.1 A statement of the terms of the Convertible Notes is as follows:
(a) on conversion one Ordinary Fully Paid Share will be issued for every
$0.03 of the principal amount of the Convertible Note;
(b) on conversion one Ordinary Fully Paid Share will be issued for every
$0.03 of interest accrued and unpaid on the Convertible Notes;
(c) interest will be accrued at a rate equal to the 90 day dealers bank
bill rate from time to time, plus 3%; and
(d) maturity date of four months from the first issue of the Notes
(provided that the parties may agree to extend the maturity date).
1.2 The allottee of the Convertible Notes is Domain Carpets.
1.3 The number of Convertible Notes issued to Domain Carpets was 1,666,667
Convertible Notes, which may be converted into:
(a) a minimum number of 1,666,667 Ordinary Fully Paid Shares; and
(b) a maximum number of Ordinary Fully Paid Shares to be determined by the
final calculation of interest owing on the Convertible Notes.
1.4 The Convertible Notes were issued at an issue price of $0.03 per
Convertible Note.
1.5 The funds raised by the issue of the Convertible Notes will provide working
capital for the Company.
Voting Recommendation: The Directors recommend that shareholders vote in
favour of this resolution.
Resolution 7: Change of Company Auditor
The Audit Committee has made a recommendation, endorsed by the Board, that
subject to ASIC approval, PricewaterhouseCoopers be replaced as external auditor
of the Company. Webb Audit Pty Ltd has been nominated by a Member of the Company
to be the external auditor.
A copy of the nomination accompanies this Notice of Meeting.
Voting Recommendation: The Directors recommend that shareholders vote in
favour of this resolution.
Resolution 8: Non-Binding Adoption of Remuneration Report
Pursuant to the Corporations Act 2001, the Annual General Meeting of a listed
company must propose a resolution that the Remuneration Report be adopted. Also
pursuant to the Corporations Act 2001, the vote on this Resolution is advisory
only and does not bind either the Directors or the Company.
The Remuneration Report is included within the Directors Report of the 2008
Annual Report and is available on the Company`s website www.tawana.com.au.
Shareholders will be given the opportunity to ask questions about or make
comments on the Remuneration Report at the AGM.
Voting Recommendation: The Directors recommend that shareholders vote in
favour of this resolution.
28 Collis Road
Wattleup
WA 6166
9 April 2009
Directors
Tawana Resources NL
Suite 1
1233 High Street
Armadale VIC 3122
Attention: Neil Barrie, Executive Chairman
Dear Mr Barrie
I nominate Webb Audit Pty Ltd, a Registered Audit Company with the Australian
Securities and Investment Commission, to assume the role of Company Auditor for
Tawana Resources NL from Price Waterhouse Coopers.
Yours faithfully
John Rowe
Tawana Shareholder
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
28 April 2009
Date: 28/04/2009 11:05:02 Supplied by www.sharenet.co.za
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