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TAW - Tawana Resources NL - Notice Of 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 N.L.
ABN: 69 085 166 721
NOTICE OF GENERAL MEETING
EXPLANATORY STATEMENT
PROXY FORM
Date of Meeting
23 November 2009
Time of Meeting
10.00 am (AEST)
Location
Lawler Draper Dillon Conference Room
Level 13, 440 Collins Street
Melbourne, Victoria
This is an important document. Please read the information it contains
carefully. It is important that you vote on these resolutions either by
attending the meeting or by completing and lodging the enclosed proxy form.
If you are in doubt as to its contents, please consult your professional
advisors.
Tawana Resources N.L.
ACN 085 166 721
NOTICE OF GENERAL MEETING
Notice is given that a General Meeting (Meeting) of Shareholders of Tawana
Resources N.L. (Company) will be held at the Lawler Draper Dillon Conference
Room, Level 13, 440 Collins Street, Melbourne, Victoria on 23 November 2009 at
10.00 am (AEST) for the purpose of conducting the business of the Meeting as
itemised below.
The Notes to, and the Explanatory Statement and Proxy Form following, this
Notice of Meeting form part of and are to be read in conjunction with this
Notice of Meeting.
Business of the Meeting
SPECIAL BUSINESS
1 Resolution 1: Subsequent approval of the issue of T1 Placement Shares
To consider and, if thought fit, to pass the following resolution as an
ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes,
approval is given for the allotment and issue of the T1 Placement Shares by
the Company on the terms and conditions set out in the Explanatory
Statement."
An explanation of this Resolution is found in section 3 of the attached
Explanatory Statement.
A voting exclusion statement is contained in section 2 of the Notes
accompanying this Notice of Meeting.
2 Resolution 2: Issue of T2 Placement 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 Company to allot and issue the T2 Placement
Shares on the terms and conditions set out in the Explanatory Statement."
An explanation of this Resolution is found in section 4 of the attached
Explanatory Statement.
A voting exclusion statement is contained in section 2 of the Notes
accompanying this Notice of Meeting.
3 Resolution 3: Grant of Options to Cygnet Capital
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,
but subject to the passing of Resolution 2, approval is given for the
Company to grant the Cygnet Options to Cygnet Capital on the terms and
conditions set out in the Explanatory Statement."
An explanation of this Resolution is found in section 5 of the attached
Explanatory Statement.
A voting exclusion statement is contained in section 2 of the Notes
accompanying this Notice of Meeting.
4 Resolution 4: Issue of Convertible Notes
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 Company to issue the Convertible Notes to Mahsor
Holdings Pty Limited, Deck Chair Holdings Pty Limited, Manfree Nominees Pty
Limited and Mr Julian Babarczy on the terms and conditions set out in the
Explanatory Statement."
An explanation of this Resolution is found in section 6 of the attached
Explanatory Statement.
A voting exclusion statement is contained in section 2 of the Notes
accompanying this Notice of Meeting.
OTHER BUSINESS
To consider any other business that may be properly brought forward at the
Meeting in accordance with the Constitution or the law.
DATED: 21 OCTOBER 2009
BY ORDER OF THE BOARD
TAWANA RESOURCES N.L.
MR STIRLING HORNE
DIRECTOR
NOTES
1 Definitions
Capitalised terms used in this Notice of Meeting are defined in the
Glossary in the Explanatory Statement which is attached to and forms part
of this Notice of Meeting.
2 Voting Exclusion Statements
RESOLUTION 1
The Company will disregard any votes cast on Resolution 1 by any persons
who participated in the issue of T1 Placement Shares and any associates of
those persons.
However, the Company need not disregard a vote on Resolution 1 if:
(a) 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
(b) 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.
RESOLUTION 2
The Company will disregard any votes cast on Resolution 2 by a person who
may participate in the proposed issue of T2 Placement Shares and a person
who may 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 that person.
However, the Company need not disregard a vote on Resolution 2 if:
(a) 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
(b) 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.
RESOLUTION 3
The Company will disregard any votes cast on Resolution 3 by a person who
may participate in the proposed grant of Cygnet Options and a person who
may 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
that person.
However, the Company need not disregard a vote on Resolution 3 if:
(a) 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
(b) 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.
RESOLUTION 4
The Company will disregard any votes cast on Resolution 4 by a person who
may participate in the proposed issue of Convertible Notes and a person who
may 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
that person.
However, the Company need not disregard a vote on Resolution 4 if:
(a) 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
(b) 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 Majority required for the Resolutions to be passed
A Resolution will be passed if at least 50% of the votes cast on the
Resolution (either in person, proxy, attorney or by corporate
representative) are in favour of the Resolution.
4 Entitlement to Vote
The Company (as convenor of the Meeting) has determined in accordance with
regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that a
person`s entitlement to vote at the Meeting will be the entitlement of that
person set out in the register of members as at 5.00 pm (Melbourne time) on
21 November 2009. This means that any Shareholder registered at 7.00 pm
(Melbourne time) on 21 November 2009 is entitled to attend and vote (if not
excluded) at the Meeting.
5 Corporate Representative
Any corporate Shareholder who has appointed a person to act as its
corporate representative at the Meeting should provide that person with a
certificate or letter executed in accordance with section 250D of the
Corporations Act authorising him or her to act as that Shareholder`s
representative. Where a body corporate appoints a representative, the
Company requires written proof of the representative`s appointment to be
either sent to the Company and/or its share registry in advance of the
Meeting or handed in at the Meeting when registering as a corporate
representative.
6 Voting by Proxy
A Shareholder entitled to attend this Meeting and vote is entitled to
appoint a proxy to attend and vote for the shareholder at the Meeting. A
proxy need not be a Shareholder of the Company.
If the Shareholder is entitled to cast two or more votes at the Meeting the
Shareholder may appoint two proxies and may specify the proportion or
number of votes which each proxy is appointed to exercise. If no
proportion or number is specified, each Proxy may exercise one half of the
Shareholder`s votes, in which case fractions of votes will be disregarded.
A form of proxy accompanies this Notice of Meeting.
Proxy forms and the power of attorney or any other authority (if any) under
which it was signed must be received by the South African Transfer no later
than 16:00 pm (SAST) on 20 November 2009, in accordance with the
instructions on the proxy form. Any proxy form received after that time
will not be valid for the scheduled Meeting.
7 Questions and Comments by Shareholders at the Meeting
In accordance with the Corporations Act, a reasonable opportunity will be
given to Shareholders to ask questions about or make comments on the
management of the Company at the Meeting.
Tawana Resources N.L.
ACN 085 166 721
EXPLANATORY STATEMENT
1 introduction
This Explanatory Statement forms part of a Notice of Meeting convening a
General Meeting of Shareholders of Tawana Resources N.L. to be held at the
Lawler Draper Dillon Conference Room, Level 13, 440 Collins Street,
Melbourne, Victoria on 23 November 2009 at 10.00 am (AEST).
This Explanatory Statement is to assist Shareholders in understanding the
background to and the legal and other implications of the Notice of
Meeting, and the reasons for the Resolutions proposed. This Explanatory
Statement and the Notice of Meeting should be read in their entirety and in
conjunction with each other.
Shareholders are specifically referred to the Glossary which contains
definitions of capitalised terms used in this Explanatory Statement and the
Notice of Meeting.
2 Background to notice of meeting
Cygnet Capital - Funding Arrangements
On 10 August 2009, the Company announced that it has entered into funding
arrangements with Cygnet Capital. Cygnet Capital is a financial services
company that provides investment banking, corporate advice and marketing
services to corporate clients, plus private client wealth management and
fund management products and services to institutional, sophisticated and
retail investors.
Pursuant to the funding arrangements, the Company has engaged Cygnet
Capital to assist it to raise capital by way of:
(a) a private placement of 17,560,414 Shares at $0.005 per Share to
sophisticated investors (Tranche 1), which was completed on or about
25 August 2009;
(b) a further private placement of 82,439,586 Shares at $0.005 per Share
to sophisticated investors, to bring the total private placement to
100,000,000 Shares (Tranche 2); and
(C) a non-renounceable underwritten 1:1 rights issue at $0.005 per Share
to raise a further $1,085,694 (Rights Issue).
Cygnet Capital will be entitled to a fee equal to 6% of the funds raised
pursuant to Tranche 1, Tranche 2 and the Rights Issue. Cygnet Capital will
also be issued the Cygnet Options in consideration for its services.
In addition to the funding arrangements outlined above, the Company will
raise a further $350,000 by the issue of certain convertible notes to the
Lenders. Further details are set out below.
Placement
On 10 August 2009, the Company announced a proposed placement of
100,000,000 Shares in two tranches at an issue price of 0.5 cents per Share
to raise a total of $500,000.
The T1 Placement Shares were issued on or about 25 August 2009. The
purpose of Resolution 1 is to obtain shareholder approval for the issue of
the T1 Placement Shares for the purpose of ASX Listing Rule 7.4 and for all
other purposes.
Subject to Shareholder approval being obtained, the T2 Placement Shares
will be issued to sophisticated investors sourced by Cygnet Capital . The
purpose of Resolution 2 is to obtain shareholder approval for the issue of
the T2 Placement Shares for the purpose of ASX Listing Rule 7.1 and for all
other purposes.
Rights Issue
The Company proposes to undertake a non-renounceable underwritten 1:1
rights issue at $0.005 per Share to raise a further $1,085,694 following
completion of the Placement. The rights issue will be underwritten by
Cygnet Capital.
On the date of this Notice of Meeting, there are 134,699,268 Shares on
issue including the 17,560,414 T1 Placement Shares issued under Tranche 1
of the Placement. As indicated above, the Company will issue up to a
further 82,439,586 Placement Shares to sophisticated investors under
Tranche 2 of the Placement to raise up to a further $412,197.93. The
holders of the T1 Placement Shares and the T2 Placement Shares will be
entitled to participate in the rights issue.
Accordingly, the rights issue will result in the issue of a maximum of
217,138,854 new Shares and will raise up to a further $1,085,694.
Issue of Convertible Notes
The Company is a party to four separate Converting Loan Agreements dated 24
September 2009 with each of the Lenders, pursuant to which the Lenders have
loaned the Company the following sums, for a total loaned sum of $350,000:
Lender Loaned Sum
Mahsor Holdings $100,000
Deck Chair Holdings $75,000
Manfree Nominees $125,000
Mr Julian Babarczy $50,000
Subject to Shareholder approval, in accordance with the terms of the
Converting Loan Agreements, the Company will issue the following number of
Convertible Notes to the Lenders respectively in exchange for forgiveness
of the sums loaned by the Lenders to the Company:
Lender Number of Convertible Notes
Mahsor Holdings 4
Deck Chair Holdings 3
Manfree Nominees 5
Mr Julian Babarczy 2
The terms of the Convertible Notes proposed to be issued to the Lenders are
summarised in section 6.2 of this Explanatory Statement.
3 Resolution 1: subsequent approval of the issue of the t1 placement shares
3.1 Discussion
Resolution 1 seeks Shareholder approval pursuant to ASX Listing Rule 7.4
for the issue of the T1 Placement Shares. None of the subscribers for the
T1 Placement Shares was a related party of the Company.
ASX Listing Rule 7.1 provides in summary that a listed company may not
issue equity securities in any 12 month period if that number of equity
securities exceed 15% of the number of issued securities of the company
held at the beginning of that 12 month period, except with the prior
approval of shareholders of the company in general meeting or unless an
exception in ASX Listing Rule 7.2 applies.
ASX Listing Rule 7.4 provides that an issue of equity securities made
without shareholder 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
holders of ordinary securities subsequently approve it.
* The issue of the T1 Placement Shares did not result in the Company
breaching the 15% limit referred to in ASX Listing Rule 7.1. The issue of
the T1 Placement Shares does not therefore depend upon Shareholders passing
Resolution 1. The purpose of Resolution 1 is to obtain Shareholder approval
for the purpose of ASX Listing Rule 7.4 and for all other purposes.
If Shareholders approve Resolution 1, the issue of the T1 Placement Shares
will not count towards determining the number of equity securities which
the Company can issue in any 12 month period. If Shareholders do not
approve the issue of the T1 Placement Shares for the purpose of ASX Listing
Rule 7.4, the issue of the T1 Placement Shares 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, the following information is
provided in relation to the T1 Placement Shares to the extent that such
information is not disclosed elsewhere in this Explanatory Statement:
* 17, 560,414 T1 Placement Shares have been allotted.
* The issue price of the T1 Placement Shares was $0.005 each.
* The T1 Placement Shares were issued on the same terms and conditions as the
Company`s existing issued Shares.
* The allottees of the T1 Placement Shares are applicants for T1 Placement
Shares sourced by Cygnet Capital and as determined by the Board.
* The funds raised from the issue of the T1 Placement Shares will be used to
rationalise existing assets of the Company and review new opportunities.
3.2 Voting Exclusion Statement
A voting exclusion statement in respect of Resolution 1 is set out in Note
2 to the Notice of Meeting.
3.3 Directors` Recommendation
The Directors recommend that Shareholders vote in favour of Resolution 1.
Each Director who holds Shares in the Company intends to vote in favour of
Resolution 1.
4 resolution 2: issue of the t2 placement shares
4.1 Discussion
Subject to Shareholder approval being obtained, the T2 Placement Shares
will be issued to sophisticated investors sourced by Cygnet Capital.
The purpose of Resolution 2 is to obtain shareholder approval for the issue
of the T2 Placement Shares to sophisticated investors for the purpose of
ASX Listing Rule 7.1 and for all other purposes.
4.2 ASX Listing Rule 7.1
A summary of ASX Listing Rule 7.1 is provided in section 3.1 above.
The issue of the T2 Placement Shares without Shareholder approval will
result in the Company breaching the 15% limit referred to in ASX Listing
Rule 7.1. The issue of the T2 Placement Shares therefore depends upon
Shareholders passing Resolution 2.
The purpose of Resolution 2 is to obtain Shareholder approval for the
purpose of ASX Listing Rule 7.1 and for all other purposes. If
Shareholders approve the issue of the T2 Placement Shares for the purpose
of ASX Listing Rule 7.1, the issue of the T2 Placement Shares will not
count towards determining the number of equity securities which the Company
can issue in any 12 month period.
If Shareholders do not approve the issue of the T2 Placement Shares for the
purpose of ASX Listing Rule 7.1, the issue of the T2 Placement Shares will
not occur and the Company will be forced to seek alternative sources of
funding.
For the purpose of ASX Listing Rule 7.3 information regarding the T2
Placement Shares is provided as follows to the extent that such information
is not disclosed elsewhere in this Explanatory Statement:
* A maximum number of 82,439,586 T2 Placement Shares will be issued.
* If Resolution 2 is passed, the T2 Placement Shares will be allotted and
issued no later than three months after the date of the Meeting.
* The T2 Placement Shares will be issued at an issue price of $0.005 each.
* The allottees of the T2 Placement Shares will be applicants for T2
Placement Shares sourced by Cygnet Capital and as determined by the Board
(but must be sophisticated investors).
* The T2 Placement Shares will be issued on the same terms and conditions as
the Company`s existing issued Shares.
* The funds raised from the issue of the T2 Placement Shares will be used to
rationalise existing assets of the Company and review new opportunities.
4.3 Voting Exclusion Statement
A voting exclusion statement in respect of Resolution 2 is set out in Note
2 to the Notice of Meeting.
4.4 Directors` Recommendation
The Directors recommend that Shareholders vote in favour of Resolution 2.
Each Director who holds Shares in the Company intends to vote in favour of
Resolution 2.
5 resolution 3: grant of options to cygnet capital
5.1 Discussion
The Board has agreed to allot and grant the Cygnet Options to Cygnet
Capital in consideration for its services.
The purpose of Resolution 3 is to obtain shareholder approval for the
allotment and grant of the Cygnet Options for the purpose of ASX Listing
Rule 7.1.
5.2 ASX Listing Rule 7.1
A summary of ASX Listing Rule 7.1 is provided in section 3.1 above.
The grant of the Cygnet Options will not result in the Company breaching
the 15% limit referred to in ASX Listing Rule 7.1. The grant of the Cygnet
Options does not therefore depend upon Shareholders passing Resolution 3.
The purpose of Resolution 3 is to obtain Shareholder approval for the
purpose of ASX Listing Rule 7.1 and for all other purposes.
If Shareholders approve Resolution 3, the grant of the Cygnet Options will
not count towards determining the number of equity securities which the
Company can issue in any 12 month period. If Shareholders do not approve
the grant of the Cygnet Options for the purpose of ASX Listing Rule 7.1,
the grant of the Cygnet Options 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 7.3 information regarding the Cygnet
Options is provided as follows to the extent that such information is not
disclosed elsewhere in this Explanatory Statement:
* The maximum number of securities the Company will grant to Cygnet Capital
is 50,000,000 Cygnet Options.
* The Cygnet Options will be allotted and granted no later than three months
after the date of the Meeting.
* The Cygnet Options will be granted at a deemed issue price of nil. The
exercise price of each Cygnet Option is $0.01.
* The Cygnet Options will be allotted to Cygnet Capital (and/or its
nominee/s).
* Each Cygnet Option entitles Cygnet Capital to subscribe for one unissued
Share at the specified exercise price of $0.01 per Share exercisable on or
before the third anniversary of the issue date of the Cygnet Options. The
Cygnet Options vest immediately. The Cygnet Options will not be quoted on
ASX.
Further terms and conditions of the Cygnet Options are set out in Annexure
A to this Explanatory Statement.
* No funds will be raised from the issue of the Cygnet Options as they are
being issued for no consideration.
5.3 Voting Exclusion Statement
A voting exclusion statement in respect of Resolution 3 is set out in Note
2 to the Notice of Meeting.
5.4 Directors` Recommendation
The Directors recommend that Shareholders vote in favour of Resolution 3.
6 resolution 4: ISSUE OF CONVERTIBLE NOTES
6.1 Discussion
On 24 September 2009 the Company entered into a Converting Loan Agreement
with each of the Lenders.
Pursuant to the Converting Loan Agreements, the Lenders have loaned to the
Company the following sums, for a total loaned sum of $350,000 (Loan):
Lender Loaned Sum
Mahsor Holdings $100,000
Deck Chair Holdings $75,000
Manfree Nominees $125,000
Mr Julian Babarczy $50,000
It is a term of the Converting Loan Agreements that, subject to shareholder
approval, the Loan will be applied by the Company in payment for the
subscription by the Lenders of the Convertible Notes at a price of $25,000
per Convertible Note.
Subject to shareholder approval, each of the Lenders will therefore
subscribe for and be issued the following Convertible Notes (each
convertible into a maximum of 5,000,000 Shares) in accordance with the
terms and conditions of the Converting Loan Agreements:
Lender Number of Convertible Notes
Mahsor Holdings 4
Deck Chair Holdings 3
Manfree Nominees 5
Mr Julian Babarczy 2
The Convertible Loan Agreements and the Convertible Notes are secured by a
first ranking fixed and floating charge dated 24 September 2009 between the
Company and each of the Lenders securing the obligations of the Company
under the Converting Loan Agreements and the Convertible Notes.
The purpose of Resolution 4 is to obtain shareholder approval for the issue
of the Convertible Notes in exchange for the Loan for the purpose of ASX
Listing Rule 7.1.
The conditions of issue of the Convertible Notes proposed to be issued to
the Lenders are summarised in section 6.2 of this Explanatory Statement.
6.2 ASX Listing Rule 7.1
A summary of ASX Listing Rule 7.1 is provided in section 3.1 above.
The issue of the Convertible Notes without Shareholder approval will result
in the Company breaching the 15% limit referred to in ASX Listing Rule 7.1.
The issue of the Convertible Notes therefore depends upon Shareholders
passing Resolution 4.
The purpose of Resolution 4 is to obtain Shareholder approval for the
purpose of ASX Listing Rule 7.1 and for all other purposes. If
Shareholders approve the issue of the Convertible Notes for the purpose of
ASX Listing Rule 7.1, the issue of the Convertible Notes will not count
towards determining the number of equity securities which the Company can
issue in any 12 month period.
If Shareholders do not approve the issue of the Convertible Notes for the
purpose of ASX Listing Rule 7.1, the issue of the Convertible Notes will
not occur. If the Loan is not converted into Convertible Notes, pursuant
to the terms of the Converting Loan Agreements, the Company will be
required to repay the Loan together with interest accrued on the Loan at
the rate of 11% per annum.
For the purpose of ASX Listing Rule 7.3 information regarding the
Convertible Notes is provided as follows to the extent that such
information is not disclosed elsewhere in this Explanatory Statement:
* If Resolution 4 is passed, 14 Convertible Notes will be issued. Each
Convertible Note is convertible into a maximum of 5,000,000 Shares.
* If Resolution 4 is passed, the Convertible Notes will be allotted and
issued no later than three months after the date of the Meeting.
* The Convertible Notes will be issued at an issue price of $25,000 each.
* The allottees of the Convertible Notes will be Mahsor Holdings, Deck Chair
Holdings, Manfree Nominees and Mr Julian Babarczy and/or their nominees.
* A statement of the terms of the Convertible Notes is as follows. Each
Convertible Note:
* has a face value representing a principal amount of $25,000;
* has a maturity date of 5.00 pm on 24 September 2011;
* is not convertible prior to the earlier of completion of the Rights *
* Issue and the date falling six (6) months after 24 September 2009;
bears interest at the rate of 11% per annum, payable half yearly; and
* is convertible into Shares at the option of the noteholder at the
Conversion Rate at any time before the maturity date; and
* conversion of the Convertible Notes will be in full satisfaction and
discharge of the principal amount owing to the lender in respect of
the Convertible Notes the subject of the conversion, but will in no
way effect the Company`s liability for unpaid interest accrued up to
the date of conversion.
* The funds raised from the issue of the Convertible Notes will be used by
the Company for working capital purposes.
6.3 Voting Exclusion Statement
A voting exclusion statement in respect of Resolution 4 is set out in Note
2 to the Notice of Meeting.
6.4 Directors` Recommendation
The Directors recommend that Shareholders vote in favour of Resolution 4.
GLOSSARY
- AEST means Australian Eastern Standard Time, Melbourne.
- ASX means ASX Limited ACN 008 624 691.
- ASX Listing Rules means the official listing rules of ASX and any other
rules of ASX, each as amended or replaced from time to time except to the
extent of any express written waiver by ASX.
- AUD$ and $ means dollars of the currency of Australia. All amounts in this
Explanatory Statement and Notice of Meeting are in Australian dollars
unless otherwise stated.
- Babarczy Agreement means the Converting Loan Note Agreement dated 24
September 2009 between the Company and Mr Julian Babarczy.
- Board means the Board of Directors of the Company as constituted from time
to time.
- Business Day means a day on which banks are open for general banking
business in Melbourne Australia, excluding Saturdays, Sundays and public
holidays.
- Constitution means the constitution of the Company.
- Conversion Rate means the number of Shares to which the noteholder will be
entitled on conversion of the Convertible Notes, calculated as the total
principal value of the Convertible Notes converted divided by $0.005.
- Convertible Notes means the:
(a) 4 convertible notes in the Company proposed to be issued to Mahsor
Holdings pursuant to the terms of the Mahsor Agreement;
(b) 3 convertible notes in the Company proposed to be issued to Deck Chair
Holdings pursuant to the terms of the Deck Chair Agreement
(C) 5 convertible notes in the Company proposed to be issued to Manfree
Nominees pursuant to the terms of the Manfree Agreement; and
(d) 2 convertible notes in the Company proposed to be issued to Mr Julian
Babarczy pursuant to the terms of the Babarczy Agreement.
- Converting Loan Note Agreements means the Mahsor Agreement, the Deck Chair
Agreement, the Manfree Agreement and the Babarczy Agreement.
- Corporations Act means the Corporations Act 2001 (Cth).
- Cygnet Capital means Cygnet Capital Pty Limited ACN 103 488 606.
- Cygnet Options means 50,000,000 Options exercisable at $0.01 each on or
before the third anniversary of their issue date.
- Deck Chair Agreement means the Converting Loan Note Agreement dated 24
September 2009 between the Company and Deck Chair Holdings.
- Deck Chair Holdings means Deck Chair Holdings Pty Limited ACN 119 142 317.
- Directors means the directors of the Company and Director means one of
them.
- Explanatory Statement means this explanatory statement and includes any
annexure.
- Lenders means each of Mahsor Holdings, Deck Chair Holdings, Manfree
Nominees and Mr Julian Babarczy.
- Mahsor Agreement means the Converting Loan Note Agreement dated 24
September 2009 between the Company and Mahsor Holdings.
- Mahsor Holdings means Mahsor Holdings Pty Limited ACN 120 607 605.
- Manfree Agreement means the Converting Loan Note Agreement dated 24
September 2009 between the Company and Manfree Nominees.
- Manfree Nominees means Manfree Nominees Pty Limited ACN 005 151 780.
- Meeting means the general meeting of the Company to be held on 23 November
2009 to consider the Resolutions.
- Notice of Meeting means the notice of general meeting to which this
Explanatory Statement is attached.
- Option means an option to subscribe for one unissued Share.
- Placement means the placement of up to100,000,000 Shares in two tranches at
an issue price of $0.005 per Share to raise a total of $500,000.
- Placement Shares means up to 100,000,000 Shares to be issued under Tranche
1 and Tranche 2 of the Placement.
- Resolution means a resolution set out in the Notice of Meeting.
- Share means a fully paid ordinary share in the capital of the Company.
- Shareholder means the holder of a Share in the Company.
- T1 Placement Shares means the 17,560,414 Placement Shares issued pursuant
to Tranche 1 of the Placement.
- T2 Placement Shares means up to 82,439,586 Placement Shares issued pursuant
to Tranche 2 of the Placement.
- SAST means South African Standard Time, Johannesburg
ANNEXURE A
TERMS AND CONDITIONS OF CYGNET OPTIONS
1 The Optionholder is entitled on payment of $0.01 per Share (Exercise Price)
to be allotted one Share in the Company for each Option exercised (subject
to possible adjustments referred to below).
2 The Options held by the Optionholder are exercisable in whole or in part at
any time before the third anniversary of the issue date of the Cygnet
Options (Exercise Period). Options not exercised before the expiry of the
Exercise Period will lapse.
3 Options are exercisable by notice in writing to the Board delivered to the
registered office of the Company and payment of the exercise price of 1
cent per Option in cleared funds.
4 The Company will not apply for official quotation on ASX of the Options.
The Company will, subject to the ASX first approving reinstatement of the
Company`s Shares on its official list, make an application for official
quotation on ASX of new Shares allotted on exercise of the Options.
5 All new Shares allotted on exercise of the Options will rank equally with
and will carry the same rights as the existing issued ordinary Shares in
the Company.
6 An Optionholder may only participate in new issues of securities to holders
of ordinary Shares in the Company if the Option has been exercised and
Shares allotted in respect of the Option before the record date for
determining entitlements to the issue. The Company must give prior notice
to the Optionholder of any new issue before the record date for determining
entitlements to the issue in accordance with the ASX Listing Rules.
7 Subject to the ASX first approving reinstatement of the Company`s Shares on
its official list, if the Company makes a rights issue (other than a bonus
issue), the exercise price of Options on issue will be reduced according to
the following formula:
O` = O - E (P - (S + D))
(N + 1)
Where:
O` = the new exercise price of the Option;
O = the old exercise price of the Option;
E = the number of underlying ordinary Shares into which
one Option is exercisable;
P = the average closing sale price per ordinary share
(weighted by reference to volume) recorded on the
stockmarket of ASX during the five trading days
immediately preceding the ex rights date or ex
entitlements date (excluding special crossings and
overnight sales and exchange traded Option
exercises);
S = the subscription price for a security under the pro
rata issue;
D = the dividend due but not yet paid on existing
underlying securities (except those to be issued
under the pro rata issue); and
N = the number of securities with rights or entitlements
that must be held to receive a right to one new
security.
8 If there is a bonus issue to the holders of ordinary Shares in the capital
of the Company, the number of ordinary Shares over which the Option is
exercisable will be increased by the number of ordinary Shares which the
holder of the Option would have received if the Option had been exercised
before the record date for the bonus issue.
9 If, during the currency of the Options the issued capital of the Company is
reorganised, those Options will be reorganised to the extent necessary to
comply with ASX Listing Rules.
TAWANA RESOURCES N.L. All correspondence to:
ACN 085 166 721 Computershare Investor Services (Pty) Ltd
P O Box 61051
Marshalltown
2107
Ph +2711 370 5000
Fax +2711 688 5238
PROXY FORM
Appointment of Proxy
I/We
(name of shareholder)
Of
(address)
being members/s of Tawana Resources N.L. ("TAW") and entitled to attend and vote
hereby appoint:
Write here the name
`A` the Chairman and address of the
of the OR person you are
Meeting appointing if this
(mark with an person is someone
"X") other than the
Chairman of the
Meeting.
or failing the person named, or if no person is named, the Chairman of the
General Meeting ("Meeting"), as my/our proxy to act generally at the Meeting 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 Meeting of TAW to be
held at the Lawler Draper Dillon Conference Room, Level 13, 440 Collins Street,
Melbourne, Victoria at 10.00 am (AEST) on 23 November 2009 and at any
adjournment of that Meeting.
The Chairman of the Meeting intends to vote undirected proxies in favour of each
item of business (unless he has an interest in the outcome of that item).
Voting directions to your proxy - please mark "X" to indicate your
directions
For Against Abstain
Resolution 1 Subsequent approval of the
issue of T1 Placement
Shares
Resolution 2 Issue of T2 Placement
Shares
Resolution 3 Grant of Options to Cygnet
Capital
Resolution 4 Issue of Convertible Notes
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 This section must be signed in accordance with
HERE 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 DETAILS
/ /
Contact Name Contact Daytime Date
Telephone
HOW TO COMPLETE THIS PROXY FORM
Name and This is your name and address as it appears on the
Address share register of TAW. If this information is
incorrect, please contact TAW to arrange for changes
to be made.
Appointment If you wish to appoint the Chairman of the Meeting as
of a Proxy your proxy, mark the box. If the person you wish to
appoint as your proxy is someone other then the
Chairman of the Meeting please write the name of that
person. If you leave this section blank, or your
named proxy does not attend the Meeting, the Chairman
of the Meeting will be your proxy. A proxy need not
be a security holder of the Company.
Votes on You may direct your proxy how to vote by placing a
Items of mark in one of the boxes opposite each item of
Business 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.
Appointment You are entitled to appoint up to two persons as
of a Second proxies to attend the Meeting and vote on a poll. If
Proxy you wish to appoint a second proxy, an additional
Proxy Form may be obtained by telephoning TAW or you
may copy this form.
To appoint a second proxy you must:
1. Provide a separate Proxy Form for each of the
first proxy and the second proxy.
2. On each of the first Proxy Form and the second
Proxy Form state the percentage of your voting
rights or number of securities applicable to
that form. If the appointments do not specify
the percentage or number of votes that each
proxy may exercise, each proxy may exercise
half your votes. Fractions of votes will be
disregarded.
3. Return both forms together in the same
envelope.
Signing You must sign this form as follows in the spaces
Instructions provided:
Individual: where the holding is in one name, the
holder must sign.
Joint where the holding is more than one name,
Holding: all the security holders should sign.
Power of to sign under a Power of Attorney, you
Attorney: 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.
Lodgement of This Proxy Form (and any Power of Attorney under which
a Proxy it is signed) must be received at the address given
below by 16:00 pm (SAST) on 20 November 2009 being not
later than 48 hours before the commencement of the
Meeting. Any Proxy Form received after that time will
not be valid for the scheduled Meeting.
Documents may be lodged by posting, delivery or
facsimile to:
Tawana Resources N.L.
Computershare Investor Services (Pty) Ltd
P O Box 61051
Marshalltown
2107
Ph +2711 370 5000
Fax +2711 688 5238
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Date: 21/10/2009 10:30:46 Supplied by www.sharenet.co.za
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