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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 NL
ACN 085 166 721
NOTICE OF GENERAL MEETING,
EXPLANATORY STATEMENT AND PROXY FORM
General Meeting to be held at Level 1, 2 Ross Place, South Melbourne, 3205,
Victoria on 30 August 2010 commencing at 12.00pm (EST).
This document is important and should be read in its entirety.
If Shareholders are in doubt as to how to vote, they should seek advice from
their accountant, solicitor or other professional adviser without delay.
Please note that a copy of the proxy form sent to shareholders holding stock
listed on JSE Limited can be found on www.asx.com.au
NOTICE OF GENERAL MEETING
Notice is given that a General Meeting of Tawana Resources NL (ACN 085 166
721)
will be held at Level 1, 2 Ross Place, South Melbourne, 3205, Victoria on 30
August 2010 commencing at 12.00pm (EST).
BUSINESS
1. Resolution 1 - Ratification of Prior Placement
To consider and, if thought fit, pass the following resolution as an
ordinary resolution:
"That, for the purposes of Listing Rule 7.4 and for all other purposes,
the
prior issue on 20 July 2010 of 66,000,000 Shares at $0.01 each to raise
$660,000 is hereby ratified."
Voting exclusion: In accordance with ASX Listing Rule 7.5.6 the Company
will disregard any votes cast on Resolution 1 by any person who
participated in the issue the subject of this resolution and any person
associated with those persons. However, the Company will not disregard a
vote if it is cast by such a person as proxy for a person who is entitled
to vote in accordance with the directions on the proxy form or if it is
cast by the person chairing the meeting as proxy for a person who is
entitled to vote, in accordance with a direction on the proxy form to
vote
as the proxy decides.
2. Resolution 2 - Approval for Warwick Grigor to Participate in Placement
To consider and, if thought fit, pass the following resolution as an
ordinary resolution:
"That, for the purposes of Listing Rule 10.11 and for all other purposes,
Director Warwick Grigor and/or his nominees be authorised to subscribe
for
up to 10,000,000 Shares in the Company on the same terms and conditions
as
the placement referred to in Resolution 1."
Voting exclusion: In accordance with ASX Listing Rule 10.13.6 the Company
will disregard any votes cast on Resolution 2 by Warwick Grigor and any
person associated with Warwick Grigor. However, the Company will not
disregard a vote if it is cast by such a person as proxy for a person who
is entitled to vote in accordance with the directions on the proxy form
or
if it is cast by the person chairing the meeting as proxy for a person
who
is entitled to vote, in accordance with a direction on the proxy form to
vote as the proxy decides.
3. Resolution 3 - Approval for Euan Luff to Participate in Placement
To consider and, if thought fit, pass the following resolution as an
ordinary resolution:
"That, for the purposes of Listing Rule 10.11 and for all other purposes,
Director Euan Luff and/or his nominees be authorised to subscribe for up
to
8,000,000 Shares in the Company on the same terms and conditions as the
placement referred to in Resolution 1."
Voting exclusion: In accordance with ASX Listing Rule 10.13.6 the Company
will disregard any votes cast on Resolution 3 by Euan Luff and any person
associated with Euan Luff. However, the Company will not disregard a vote
if it is cast by such a person as proxy for a person who is entitled to
vote in accordance with the directions on the proxy form or if 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.
4. Resolution 4 - Approval for Julian Babarczy to Participate in Placement
To consider and, if thought fit, pass the following resolution as an
ordinary resolution:
"That, for the purposes of Listing Rule 10.11 and for all other purposes,
Director Julian Babarczy and/or his nominees be authorised to subscribe
for
up to 5,000,000 Shares in the Company on the same terms and conditions as
the placement referred to in Resolution 1."
Voting exclusion: In accordance with ASX Listing Rule 10.13.6 the Company
will disregard any votes cast on Resolution 3 by Julian Babarczy and any
person associated with Julian Babarczy. However, the Company will not
disregard a vote if it is cast by such a person as proxy for a person who
is entitled to vote in accordance with the directions on the proxy form
or
if it is cast by the person chairing the meeting as proxy for a person
who
is entitled to vote, in accordance with a direction on the proxy form to
vote as the proxy decides.
5. Resolution 5 - Approval for Grant of Options to Cygnet Capital
To consider and, if thought fit, pass the following resolution as an
ordinary resolution:
"That, for the purposes of Listing Rule 7.1 and for all other purposes,
the
Company be authorised to issue 50,000,000 Options with an exercise price
of
$0.01 and an expiry date of 31 July 2012 to Cygnet Capital Pty Ltd and/or
its nominees."
Voting exclusion: In accordance with ASX Listing Rule 7.3.8 the Company
will disregard any votes cast on Resolution 5 by Cygnet Capital Pty Ltd
or
its nominees and any person associated with Cygnet Capital Pty Ltd or its
nominees. However, the Company will not disregard a vote if it is cast by
such a person as proxy for a person who is entitled to vote in accordance
with the directions on the proxy form or if it is cast by the person
chairing the meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the proxy form to vote as the proxy
decides.
6. Resolution 6 - Approval for Grant of Options to CEO
To consider and, if thought fit, pass the following resolution as an
ordinary resolution:
"That, for the purposes of Listing Rule 7.1 and for all other purposes,
the
Company be authorised to issue 5,000,000 Options with an exercise price
of
$0.03 and an expiry date two years from the date of issue and 5,000,000
Options with an exercise price of $0.05 and an expiry date four years
from
the date of issue to Chief Executive Officer Lennard Kolff and/or his
nominees."
Voting exclusion: In accordance with ASX Listing Rule 7.3.8 the Company
will disregard any votes cast on Resolution 6 by Lennard Kolff or his
nominees and any person associated with Lennard Kolff or his nominees.
However, the Company will not disregard a vote if it is cast by such a
person as proxy for a person who is entitled to vote in accordance with
the
directions on the proxy form or if 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.
Explanatory Statement
The accompanying Explanatory Statement forms part of this Notice of
General
Meeting and should be read in conjunction with it. Shareholders are
specifically referred to the Glossary in the Explanatory Statement which
contains definitions of capitalised terms used in this Notice of General
Meeting and the Explanatory Statement.
Proxies
Please note that a copy of the proxy form sent to shareholders holding
stock listed on JSE Limited can be found on www.asx.com.au
Please note that:
a. a Shareholder entitled to attend and vote at the General Meeting is
entitled to appoint a proxy;
b. a proxy need not be a member of the Company;
c. a Shareholder may appoint a body corporate or an individual as its
proxy;
d. a body corporate appointed as a Shareholder`s proxy may appoint an
individual as its representative to exercise any of the powers that
the body may exercise as the Shareholder`s proxy; and
e. Shareholders entitled to cast two or more votes may appoint two
proxies and may specify the proportion or number of votes each proxy
is appointed to exercise, but where the proportion or number is not
specified, each proxy may exercise half of the votes.
The enclosed proxy form provides further details on appointing proxies
and lodging proxy forms.If a body corporate wishes to appoint an
individual as its representative, the body corporate should provide that
person with a certificate or letter executed in accordance with the
Corporations Act authorising him or her to act as that company`s
representative.The authority may be sent to the Company or its share
registry in advance of the General Meeting or handed in at the General
Meeting when registering as a corporate representative.Voting
Entitlements In accordance with Regulations 7.11.37 and 7.11.38 of the
Corporations Regulations 2001, the Board has determined that a person`s
entitlement to
vote at the General Meeting will be the entitlement of that person set
out in the register of Shareholders as at 7.00pm (EST) on 28 August 2010.
Accordingly, transactions registered after that time will be disregarded
in determining a Shareholder`s entitlement to attend and vote at the
General Meeting.
By Order of the Board of Directors
Winton Willesee
Joint Company Secretary
Tawana Resources NL
23 July 2010
Explanatory Statement
This Explanatory Statement has been prepared for the information of
Shareholders
in relation to the business to be conducted at the Company`s General Meeting
to
be held at Level 1, 2 Ross Place, South Melbourne, 3205, Victoria on 30 August
2010 commencing at 12.00pm (EST).
The purpose of this Explanatory Statement is to provide Shareholders with all
information known to the Company which is material to a decision on how to
vote
on the Resolutions in the accompanying Notice of General Meeting.
This Explanatory Statement should be read in conjunction with the Notice of
General Meeting. Capitalised terms in this Explanatory Statement are defined
in
the Glossary in Section 5.
1. Resolution 1 - Ratification of Prior Placement
Resolution 1 seeks Shareholder ratification for the prior issue of
66,000,000 Shares at $0.01 to raise $660,000 on 20 July 2010.
ASX Listing Rule 7.4
ASX Listing Rule 7.1 provides that (subject to certain exceptions, none
of which are relevant here) prior approval of shareholders is required
for an issue of securities by a company if the securities will, when
aggregated with the securities issued by the company during the previous
12 months, exceed 15% of the number of the shares on issue at the
commencement of that 12 month period.
ASX Listing Rule 7.4 provides that where a company ratifies a prior issue
of securities, the issue will be treated as having been made with
approval for the purpose of Listing Rule 7.1, thereby replenishing the
company`s 15% capacity and enabling it to issue further securities up to
that limit.
Resolution 1 proposes the ratification and approval of the allotment and
issue of 66,000,000 Shares for the purpose of satisfying the requirements
of ASX Listing Rule 7.4.
The information required to be provided to shareholders to satisfy ASX
Listing Rule 7.4 is specified in ASX Listing Rule 7.5.
In compliance with the information requirements of ASX Listing Rule 7.5,
Shareholders are advised of the following particulars in relation to the
allotment and issue pursuant to Resolution 1:
a. Date of allotment and issue of securities
20 July 2010.
b. Number of securities allotted and issued
66,000,000 Shares.
c. Price at which securities were allotted and issued
The Shares were issued at $0.01 per Share to raise $660,000.
d. The terms of the securities
The Shares the subject of Resolution 1 rank equally in all respects
with the existing fully paid ordinary shares on issue.
e. The basis on which allottees were determined
The allottees of the Shares were investors introduced by Cygnet
Capital Pty Ltd who were exempt from disclosure under section 708 of
the Corporations Act.
None of the allottees are related parties or associates of the
Company.
f. The use of (or intended use of) the funds raised
The funds raised pursuant to the issue of Shares the subject of
Resolution 1 will be utilised by the Company as follows:
- to fund the Company`s continuing operations in respect of the
Company`s existing projects;
- to identify and potentially acquire an interest in new projects
which fall within the Board`s investment parameters; and
- for general working capital purposes.
2. Resolutions 2 to 4 - Approval for Directors to Participate in Placement
2.1 Background to Resolutions 2 to 4
Resolutions 2 to 4 seeks approval for three Directors, being Warwick
Grigor, Euan Luff and Julian Babarczy and/or or their respective
nominees,
to subscribe for an aggregate maximum of 23,000,000 Shares. If
Resolutions
2 to 5 are approved, the Shares issued to the Directors will be issued on
identical terms and conditions, including price, as those issued to
unrelated and non-associated investors under the placement facility the
subject of Resolution 1 to raise up to an additional $230,000.
The ASX Listing Rules set out a number of regulatory requirements which
must be satisfied in connection with the proposed issued of securities to
the Directors. These are summarised below:
2.2 ASX Listing Rule 10.11
ASX Listing Rule 10.11 requires a listed company to obtain shareholder
approval by ordinary resolution prior to the issue of securities to a
related party of the company.
If Resolution 2 is passed, Warwick Grigor and/or his nominees will be
entitled to subscribe for up to 10,000,000 Shares. If Resolution 3 is
passed, Euan Luff and/or his nominees will be entitled to subscribe for
up to 8,000,000 Shares. If Resolution 4 is passed, Julian Babarczy
and/or his nominees will be entitled to apply for up to 5,000,000
Shares. Accordingly, prior approval for the proposed issue of Shares to
Directors under the placement is required pursuant to ASX Listing Rule
10.11.ASX Listing Rule 10.13 sets out a number of matters which must be
included in a notice of meeting proposing an approval of an issue of
securities under ASX Listing Rule 10.11.
2.3 Resolution 2 - Approval for Warwick Grigor to Participate in Placement
For the purposes of ASX Listing Rule 10.13, the following information is
provided in relation to Resolution 2:
a. The name of the person to whom the securities are to issue
The Shares are to be issued to Director Warwick Grigor and/or or his
nominees.
b. The maximum number of securities to be issued
The maximum number of securities which may be issued to Warwick
Grigor and/or his nominees is 10,000,000 Shares. This is a maximum
only and Mr Grigor may elect to subscribe for a lesser number of
Shares.
c. The date by which the Company will issue the securities
The Shares will be allotted and issued no later than one month after
the date of this General Meeting (or such later date to the extent
permitted by any ASX waiver of the Listing Rules).
d. The issue price and terms and conditions of the securities
The Shares will be issued on the same terms and conditions set out
in Resolution 1 at a price of $0.01 per Share and will rank equally
with the existing fully paid ordinary shares on issue.
e. Intended use of the funds raised
The funds raised under the placement to Warwick Grigor and/or his
nominees (up to $100,000) will be used in the same manner as the
placement the subject of Resolution 1, as follows:
- to fund the Company`s continuing operations in respect of the
Company`s existing projects;
- to identify and potentially acquire an interest in new projects
which fall within the Board`s investment parameters; and
- for general working capital purposes.
2.4 Resolution 3 - Approval for Euan Luff to Participate in Placement
For the purposes of ASX Listing Rule 10.13, the following information is
provided in relation to Resolution 3:
a. The name of the person to whom the securities are to issue
The Shares are to be issued to Director Euan Luff and/or or his
nominees.
b. The maximum number of securities to be issued
The maximum number of securities which may be issued to Euan Luff is
8,000,000 Shares. This is a maximum only and Mr Luff may elect to
subscribe for a lesser number of Shares.
c. The date by which the Company will issue the securities
The Shares will be allotted and issued no later than one month after
the date of this General Meeting (or such later date to the extent
permitted by any ASX waiver of the Listing Rules).
d. The issue price and terms and conditions of the securities
The Shares will be issued on the same terms and conditions set out
in Resolution 1 at a price of $0.01 per Share and will rank equally
with the existing fully paid ordinary shares on issue.
e. Intended use of the funds raised
The funds raised under the placement to Euan Luff and/or or his
nominees (up to $80,000) will be used in the same manner as the
placement the subject of Resolution 1, as follows:
- to fund the Company`s continuing operations in respect of the
Company`s existing projects;
- to identify and potentially acquire an interest in new projects
Which fall within the Board`s investment parameters; and
- for general working capital purposes.
2.5 Resolution 4 - Approval for Julian Babarczy to Participate in Placement
For the purposes of ASX Listing Rule 10.13, the following information is
provided in relation to Resolution 4:
a. The name of the person to whom the securities are to issue
The Shares are to be issued to Director Julian Babarczy and/or or
His nominees.
b. The maximum number of securities to be issued
The maximum number of securities which may be issued to Julian
Babarczy and/or his nominees is 5,000,000 Shares. This is a maximum
only and Mr Babarczy may elect to subscribe for a lesser number of
Shares.
c. The date by which the Company will issue the securities
The Shares will be allotted and issued no later than one month after
the date of this General Meeting (or such later date to the extent
permitted by any ASX waiver of the Listing Rules).
d. The issue price and terms and conditions of the securities
The Shares will be issued on the same terms and conditions set out
in
Resolution 1 at a price of $0.01 per Share and will rank equally
With the existing fully paid ordinary shares on issue.
e. Intended use of the funds raised
The funds raised under the placement to Julian Babarczy and/or his
nominees (up to $50,000) will be used in the same manner as the
placement the subject of Resolution 1, as follows:
- to fund the Company`s continuing operations in respect of the
Company`s existing projects;
- to identify and potentially acquire an interest in new projects
which fall within the Board`s investment parameters; and
- for general working capital purposes.
3. Resolution 5 - Approval for Grant of Options to Cygnet Capital
3.1 Background to Resolution 5
Resolution 5 seeks Shareholder approval for the issue of 50,000,000
Options
with an exercise price of $0.01 and an expiry date of 31 July 2012 to
Cygnet Capital Pty Ltd or its nominees as consideration for services
rendered by Cygnet Capital Pty Ltd in connection with the placement the
subject of Resolution 1, including corporate advice and identifying and
procuring applications for Shares from the allottees. No other fees are
payable for the services.
3.2 ASX Listing Rule 7.1
ASX Listing Rule 7.1 provides that (subject to certain exceptions, none
Of which are relevant here) prior approval of shareholders is required
for an issue of securities by a company if the securities will, when
aggregated with the securities issued by the company during the previous
12 months,exceed 15% of the number of the shares on issue at the
commencement of that 12 month period.
Shareholder approval is being sought pursuant to Resolution 5 for the
Issue f 50,000,000 $0.01 Options for the purpose of ASX Listing Rule 7.1.
The securities proposed to be issued pursuant to Resolution 5 will not be
included in the Company`s 15% calculation for the purposes of ASX Listing
Rule 7.1.
ASX Listing Rule 7.3 sets out a number of matters which must be included
In a Notice of Meeting proposing an approval of an issue of securities
Under ASX Listing Rule 7.1. For the purposes of ASX Listing Rule 7.3,
The following information is provided in relation to Resolution 5:
a. The maximum number of securities to be issued
The maximum number of securities to be issued by the Company under
Resolution 5 is 50,000,000 Options.
b. The date by which the entity will issue the securities
The Options will be issued no later than three months after the date
of this General Meeting (or such later date to the extent permitted
by any ASX waiver of the Listing Rules).
c. The issue price of the securities
The Options will not be issued for cash consideration.
d. The names of the allottees
The allottees in respect of Resolution 5 are Cygnet Capital Pty Ltd
and/or its nominees. Cygnet Capital Pty Ltd is not a related party
or associate of the Company.
e. The terms of the securities
The Options have an exercise price of $0.01 and an expiry date of 31
July 2012. The Options are otherwise issued on the terms and
conditions set out in Annexure A.
f. The intended use of funds
No funds will be raised from the issue of the Options as the Options
will be issued to Cygnet Capital Pty Ltd and/or its nominees in
consideration for services provided to the Company in connection
with the placement the subject of Resolution 1.
g. The date of allotment
Allotment will occur shortly after the General Meeting and in any
event no later than 3 months after the General Meeting.
4. Resolution 6 - Approval for Grant of Options to CEO
4.1 Background to Resolution 6
Resolution 6 seeks Shareholder approval for the issue of 5,000,000
Options with an exercise price of $0.03 and an expiry date two years from
the date of issue and 5,000,000 Options with an exercise price of $0.05
and an expiry date four years from the date of issue to the Company`s
Chief Executive Office, Lennard Kolff, or his nominees, as part of Mr
Kolff`s remuneration package.
The Directors propose to grant the Options as an incentive for future
services to the Company. The Directors believe that the future success of
the Company will depend in large measure on the skills and motivation of
the people engaged in and overseeing the management of the Company`s
operations. It is therefore important that the Company is able to attract
and retain people of the highest calibre. The Directors consider that the
most appropriate means of achieving this is to provide the CEO with an
opportunity to participate in the Company`s future growth and to give him
an incentive to contribute to that growth.
4.2 ASX Listing Rule 7.1
ASX Listing Rule 7.1 provides that (subject to certain exceptions, none
Of which are relevant here) prior approval of shareholders is required
for an issue of securities by a company if the securities will, when
aggregated with the securities issued by the company during the previous
12 months, exceed 15% of the number of the shares on issue at the
commencement of that 12 month period.
Shareholder approval is being sought pursuant to Resolution 6 for the
Issue of an aggregate of 10,000,000 Options for the purpose of ASX
Listing Rule .1. The securities proposed to be issued pursuant to
Resolution 6 will not be included in the Company`s 15% calculation for
the purposes of ASX Listing Rule 7.1.
ASX Listing Rule 7.3 sets out a number of matters which must be included
in a Notice of Meeting proposing an approval of an issue of securities
under ASX Listing Rule 7.1. For the purposes of ASX Listing Rule 7.3,
the following information is provided in relation to Resolution 6:
(a) The maximum number of securities to be issued
The maximum number of securities to be issued by the Company under
Resolution 6 is 10,000,000 Options comprised as follows:
i. 5,000,000 Options with an exercise price of $0.03 and an expiry
date two years from the date of issue; and
ii. 5,000,000 Options with an exercise price of $0.05 and an expiry
date four years from the date of issue.
(b) The date by which the entity will issue the securities
The Options will be issued no later than three months after the date
of this General Meeting (or such later date to the extent permitted
by
any ASX waiver of the Listing Rules).
(c) The issue price of the securities
The securities will be issued at no cash consideration.
(d) The names of the allottees
The allottees in respect of Resolution 6 are Chief Executive Officer
of the Company Lennard Kolff and/or his nominees. Mr Kolff is not a
related party or associate of the Company.
(e) The terms of the securities
5,000,000 Options have an exercise price of $0.03 and an expiry date
two years from issue. 5,000,000 Options have an exercise price of
$0.05 and an expiry date four years from issue. The Options will be
escrowed until the first anniversary of the engagement of Mr Kolff
with the Company and are otherwise issued on the terms and
conditions set out in Annexure A.
(f) The intended use of funds
No funds will be raised from the issue of the Options as the Options
will be issued to Mr Kolff and/or his nominees as part of Mr Kolff`s
remuneration package as an incentive for future services to the
Company.
(g) The date of allotment
Allotment will occur shortly after the General Meeting and in any
event no later than 3 months after the General Meeting.
ANNEXURE A
Terms and Conditions of Options - Resolution 5
(a) Each Option entitles the holder to subscribe for a Share in Tawana
Resources NL at the exercise price.
(b) The Options are exercisable on and from the date of issue and expire at
5pm EST on or before the expiry date. Any Options not exercised on or
before the expiry date will automatically lapse.
(c) All Shares in Tawana Resources NL allotted on the exercise of Options
Will rank equally in all respects with the then existing Shares.
(d) The Options are transferable and it is not intended that application will
be made to ASX for quotation of the Options. Tawana Resources NL must
apply for quotation of all Shares in Tawana Resources NL allotted
pursuant to the exercise of Options not later than 10 Business Days after
the date of allotment.
(e) Holders may only participate in new issues of securities to holders of
Shares in Tawana Resources NL if the Options have been exercised and
Shares allotted in respect of the Options before the record date for
determining entitlements to the issue. The Company must give to holders
at least 7 business days notice of any new issue before the record date
for determining entitlements to the issue in accordance with the ASX
Listing Rules.
(f) There will be no change to the exercise price of the Options or the
Number of Shares over which the Options are exercisable in the event of
Tawana Resources NL making a pro rata issue of Shares or other securities
to the holders of Shares in Tawana Resources NL (other than a bonus
issue).
(g) If there is a bonus issue ("Bonus Issue") to the holders of Shares in
Tawana Resources NL, the number of Shares over which the Options are
exercisable will be increased by the number of Shares which the holder
would have received if the Option had been exercised before the record
date for the Bonus Issue ("Bonus Shares"). The Bonus Shares must be paid
up by Tawana Resources NL out of the profits or reserves (as the case may
be) in the same manner as was applied in the Bonus Issue and upon issue
rank equally in all respects with the other Shares on issue as the date
of issue of the Bonus Shares.
(h) If prior to the expiry date, there is a reorganisation of the issued
capital of Tawana Resources NL, the Options are to be treated in the
manner set out in the ASX Listing Rules.
Terms and Conditions of Options - Resolution 6
(a) Each Option entitles the holder to subscribe for a Share in Tawana
Resources NL at the exercise price.
(b) The Options are exercisable on and from the date of issue and expire at
5pm EST on or before the expiry date. Any Options not exercised on or
before the expiry date will automatically lapse.
(c) All Shares in Tawana Resources NL allotted on the exercise of Options
Will rank equally in all respects with the then existing Shares.
(d) The Options are not transferable and it is not intended that application
will be made to ASX for quotation of the Options. Tawana Resources NL
must apply for quotation of all Shares in Tawana Resources NL allotted
pursuant to the exercise of Options not later than 10 Business Days after
the date of allotment.
(e) Holders may only participate in new issues of securities to holders of
Shares in Tawana Resources NL if the Options have been exercised and
Shares allotted in respect of the Options before the record date for
determining entitlements to the issue. The Company must give to holders
at least 7 business days notice of any new issue before the record date
for determining entitlements to the issue in accordance with the ASX
Listing Rules.
(f) There will be no change to the exercise price of the Options or the
Number of Shares over which the Options are exercisable in the event of
Tawana Resources NL making a pro rata issue of Shares or other securities
to the holders of Shares in Tawana Resources NL (other than a bonus
issue).
(g) If there is a bonus issue ("Bonus Issue") to the holders of Shares in
Tawana Resources NL, the number of Shares over which the Options are
exercisable will be increased by the number of Shares which the holder
would have received if the Option had been exercised before the record
date for the Bonus Issue ("Bonus Shares"). The Bonus Shares must be paid
up by Tawana Resources NL out of the profits or reserves (as the case may
be) in the same manner as was applied in the Bonus Issue and upon issue
rank equally in all respects with the other Shares on issue as the date
of issue of the Bonus Shares.
(h) If prior to the expiry date, there is a reorganisation of the issued
capital of Tawana Resources NL, the Options are to be treated in the
manner set out in the ASX Listing Rules.
(i) The options will immediately lapse if the employee resigns or is
Terminated as an employee on or before the first anniversary of the date
of engagement of the employee with the company.
Glossary
In this Explanatory Statement, the following terms have the following meaning
unless the context otherwise requires:
ASX ASX Limited (ACN 008 624 691) trading as the
Australian Securities Exchange.
Board the board of Directors.
Chairman Warwick Grigor or such other Director as the
Board
may nominate in accordance with the
Constitution.
Constitution constitution of the Company.
Company Tawana Resources NL (ACN 085 166 721).
Corporations Act Corporations Act 2001 (Cth).
Director a director of the Company.
EST Eastern Standard Time in Australia.
Explanatory Statement the explanatory statement accompanying the
Notice
of General Meeting.
Listing Rules the listing rules of ASX.
Notice of General Meeting the notice of general meeting accompanying the
Explanatory Statement.
Option an option to acquire a Share.
Share fully paid ordinary share in the capital of the
Company.
Shareholder a holder of Shares.
30 July 2010
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Date: 30/07/2010 10:02:01 Supplied by www.sharenet.co.za
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