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TAW - Tawana Resources NL - Notice of general meeting

Release Date: 24/01/2011 12:55
Code(s): TAW
Wrap Text

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") 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 24 February 2011 commencing at 12.00pm EDT. Business 1. Resolution 1 - Ratification of Prior Issue of Options 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 or about 9 September 2010 of 50,000,000 Options with an exercise price of $0.01 and an expiry date of 30 July 2013 to the nominees of Cygnet Capital Pty Ltd in consideration for corporate advisory services rendered to the Company 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 the nominees of Cygnet Capital Pty Ltd and any person associated with the nominees of Cygnet Capital Pty Ltd. 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 Issue of Shares to Gryphon Minerals Ltd 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 100,000,000 Shares to Gryphon Minerals 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 2 by Gryphon Minerals Ltd or its nominees, any person associated with Gryphon Minerals Ltd or its nominees and any 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 associate of such a person . 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 Grant of Options to Cygnet Capital Pty Ltd 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 3 years from the date of issue to Cygnet Capital Pty Ltd and/or its nominees as a success fee." Voting exclusion: In accordance with ASX Listing Rule 7.3.8 the Company will disregard any votes cast on Resolution 3 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. 4. Resolution 4 - Ratification of Prior Issue of Shares to Unrelated Noteholders 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 issue on or about 20 December 2010 of 1,039,726 Shares at a deemed issue price of $0.04 per Share to Unrelated Noteholders in lieu of interest otherwise payable is hereby ratified." Voting exclusion: In accordance with ASX Listing Rule 7.5.6 the Company will disregard any votes cast on Resolution 4 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. 5. Resolution 5 - Approval for Issue of Shares to Julian Babarczy 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, the Company be authorised to issue 173,288 Shares at a deemed issue price of $0.04 per Share to Julian Babarczy in lieu of interest otherwise payable." Voting exclusion: In accordance with ASX Listing Rule 10.13.6 the Company will disregard any votes cast on Resolution 5 by Julian Babarczy and any of his associates. 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 the Future Placement of Shares To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution: "That, for the purposes of Listing Rule 7.1 and for all other purposes, the Company approves and authorises the Directors to issue and allot up to 100,000,000 Shares at a price that is at least 80% of the volume weighted average market price of the Shares calculated over the last 5 days on which sales in the Shares were recorded before the date on which the issue is made, and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting." Voting exclusion: In accordance with ASX Listing Rule 7.3.8, the Company will disregard any votes cast on Resolution 6 by any person or that person`s associates who may participate in the proposed issue and any person who might obtain a benefit, except solely in the capacity as a holder of ordinary securities, if Resolution 6 is passed. However, the Company need not disregard a vote if: (a) if it is cast by a person as a proxy of 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. 7. Resolution 7 - Participation of Directors in Future Placement of Shares To consider and, if thought fit, to pass the following as an ordinary resolution: "That, subject to the passing of Resolution 6, approval be given for the purposes of Listing Rule 10.11 and for all other purposes for the Directors or their respective nominees, to subscribe for and be subsequently issued with up to a maximum number of Shares equal to $400,000 in aggregate between those Directors or their respective nominees, issued pursuant to the Future Placement in accordance with Resolution 6 and otherwise on the terms and conditions set out in the attached Explanatory Memorandum." Voting exclusion: In accordance with ASX Listing Rule 10.11 and section 224 of the Corporations Act, the Company will disregard any notes cast on Resolution 7 by any Director or any Director`s associate. However, the Company need not disregard a vote if: (a) if it is cast by a person as a proxy of 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. 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) 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 EDT on 22 February 2011. 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 18 January 2011 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 24 February 2011 commencing at 12.00pm EDT. 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 6. 1. Resolution 1 - Ratification of Prior Issue of Options 1.1 Background to Resolution 1 Resolution 1 seeks Shareholder ratification to the prior issue of 50,000,000 Options with an exercise price of $0.01 and an expiry date of 30 July 2013 to the nominees of Cygnet Capital Pty Ltd on or about 9 September 2010. 1.2 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 of the allotment and issue of 50,000,000 Options for the purpose of satisfying the requirements of ASX Listing Rule 7.4. If Resolution 1 is approved, the Options will not be included in the Company`s 15% calculation for the purposes of ASX Listing Rule 7.1. 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 9 September 2010. (b) Number of securities allotted and issued 50,000,000 Options. (c) Price at which securities were allotted and issued The Options were not issued for cash consideration. (d) The terms of the securities The Options have an exercise price of $0.01 and an expiry date of 30 July 2013. The Options are otherwise issued on the terms and conditions set out in Annexure A. (e) The basis on which allottees were determined The allottee in respect of Resolution 1 were the nominees of Cygnet Capital Pty Ltd, namely Opal Light Pty Ltd and Skyfield Holdings Pty Ltd. The Options were issued to the nominees of Cygnet Capital Pty Ltd as part payment of a corporate advisory fee pursuant to a corporate advisory mandate agreement between the parties. Pursuant to the mandate, Cygnet Capital Pty Ltd agreed to assist the Company with the implementation of its corporate strategy in the 12 month period to 3 August 2011. The nominees of Cygnet Capital Pty Ltd are not a related party or associate of the Company. (f) The use of (or intended use of) the funds raised No funds will be raised from the issue of the Options as the Options were issued to nominees of Cygnet Capital Pty Ltd in consideration for services provided to the Company. 2. Resolution 2 - Approval for Issue of Shares to Gryphon Minerals Ltd 2.1 Background to Resolution 2 Resolution 2 seeks Shareholder approval for the issue of 100,000,000 Shares to Gryphon Minerals Ltd ("Gryphon") or its nominees in consideration for Tawana acquiring from Gryphon 100% of the title to and rights in mineral permit applications in Liberia, as announced to ASX on 1 December 2010. The acquisition is part of a strategic alliance between Gryphon and Tawana in respect of the acquisition and exploration of mineral permits in West Africa. Pursuant to the agreement, Gryphon has the right to appoint a nominee to the Board of Tawana. 2.2 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 2 for the issue of 100,000,000 Shares for the purpose of ASX Listing Rule 7.1. The securities proposed to be issued under Resolution 2 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 2: (a) The maximum number of securities to be issued The maximum number of securities to be issued by the Company under Resolution 2 is 100,000,000 Shares. (b) The date by which the entity will issue the securities The Shares will be issued as soon as possible after the General Meeting and in any event no later than three months after the date of the 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 Shares will not be issued for cash consideration. (d) The names of the allottees The allottees in respect of Resolution 2 are Gryphon Minerals Ltd and/or its nominees. Gryphon Minerals Ltd is not a related party or associate of the Company. (e) The terms of the securities The Shares the subject of Resolution 2 are ordinary fully paid shares which will rank equally in all respects with the existing fully paid ordinary shares on issue. (f) The intended use of funds No funds will be raised from the issue of the Shares under Resolution 2 as the Shares will be issued to Gryphon and/or its nominees in consideration for the acquisition of mineral permit applications from Gryphon as announced to ASX on 1 December 2010. 3. Resolution 3 - Approval for Grant of Options to Cygnet Capital Pty Ltd 3.1 Background to Resolution 3 Resolution 3 seeks Shareholder approval for the issue of 50,000,000 Options with an exercise price of $0.01 and an expiry date 3 years from the date of issue to Cygnet Capital Pty Ltd ("Cygnet") or its nominees as a success fee pursuant to the corporate advisory mandate between Cygnet and the Company in relation to the strategic alliance formed between the Company and Gryphon Minerals Ltd, as announced to ASX on 1 December 2010 and referred to in Resolution 2. 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 3 for the issue of 50,000,000 Options for the purpose of ASX Listing Rule 7.1. The securities proposed to be issued pursuant to Resolution 3 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 3: (a) The maximum number of securities to be issued The maximum number of securities to be issued by the Company under Resolution 3 is 50,000,000 Options. (b) The date by which the entity will issue the securities The Options will be issued as soon as possible after the General Meeting and in any event no later than three months after the date of the 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 3 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 3 years from the date of issue. 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 as a success fee under the corporate advisory mandate between the Company and Cygnet. (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 4 - Ratification of Prior Issue of Shares to Unrelated Noteholders 4.1 Background to Resolution 4 As approved by Shareholders on or about 23 November 2009, the Company has issued 12 Convertible Notes to the Unrelated Noteholders with a face value of $25,000 each and an aggregate amount of $300,000. Pursuant to the terms of the Convertible Notes, interest is payable half yearly at the rate of 11% per annum. No interest has been paid to the Unrelated Noteholders since the principal amount was advanced to the Company on or about 28 September 2009. In lieu of interest for the period from 28 September 2009 to 31 December 2010 (equal to an aggregate of $41,589.04), the Company has issued 1,039,726 Shares to the Unrelated Noteholders at a deemed issue price of $0.04 per Share. Resolution 4 seeks Shareholder ratification to the prior issue of 1,039,726 Shares to the Unrelated Noteholders for the purposes of Listing Rule 7.4. 4.2 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 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 4 proposes the ratification of the prior allotment and issue of 1,039,726 Shares in lieu of interest otherwise payable pursuant to the Convertible Notes for the purposes of satisfying the requirements of ASX Listing Rule 7.4. If Resolution 4 is approved, the Shares will not be included in the Company`s 15% calculation for the purposes of ASX Listing Rule 7.1. 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 4: (a) Date of allotment and issue of securities 23 December 2010. (b) Number of securities allotted and issued 1,039,726 Shares. (c) Price at which securities were allotted and issued The Shares were not issued for cash consideration. The Shares were issued at deemed issue price of $0.04 per Share in lieu of $41,589.04 otherwise payable by the Company. (d) The basis on which allottees were determined The allottees in respect of Resolution 4 are: (i) Manfree Nominees Pty Ltd (ACN 005 151 780): 433,219 Shares (ii) Mahsor Holdings Pty Ltd (ACN 120 607 605): 346,575 Shares (iii)Deck Chair Nominees Pty Ltd (ACN 119 142 317): 259,932 Shares None of the allottees is a related party or associate of the Company. (e) The terms of the securities The Shares are ordinary fully paid shares which rank equally with the existing Shares on issue. (f) The use of (or intended use of) the funds raised No funds were raised from the issue of the Shares as the Shares were issued to Unrelated Noteholders in lieu of interest otherwise payable by the Company to the Unrelated Noteholders for the period from 28 September 2009 to 31 December 2010 in respect of the Convertible Notes. 5. Resolution 5 - Approval for Issue of Shares to Julian Babarczy Background to Resolution 5 5.1 As approved by Shareholders on or about 23 November 2009, the Company has issued two Convertible Notes to Director Julian Babarczy with a face value of $25,000 each for an aggregate amount of $50,000. Pursuant to the terms of the Convertible Notes, interest is payable half yearly at the rate of 11% per annum. No interest has been paid to Mr Babarczy since the principal amount was advanced to the Company on or about 28 September 2009. In lieu of interest for the period from 28 September 2009 to 31 December 2010 (equal to $6,931.51), the Company proposes to issue 173,288 Shares to Mr Babarczy at a deemed issue price of $0.04 per Share. Resolution 5 seeks Shareholder approval to the issue of 173,288 Shares to Mr Babarczy for the purposes of Listing Rule 10.11. 5.2 ASX Listing Rule 10.11 ASX Listing Rule 10.11 provides that a company must not issue equity securities to a `related party` without the approval of holders of ordinary securities by ordinary resolution. Mr Babarczy is a Director of the Company and accordingly, is a related party of the Company for the purposes of Listing Rule 10.11. The Directors have determined to seek Shareholder approval under Listing Rule 10.11 to permit the issue of the Shares to Mr Babarczy on the terms of Resolution 5. Following the approval of the issue of the Shares under Resolution 5, the Company will still have the capacity to issue 15% of its expanded shares capital over the next 12 months as those Shares will be excluded from the Company`s 15% calculation under ASX Listing Rule 7.1. The information required to be provided to Shareholders to satisfy ASX Listing Rule 10.11 is specified in ASX Listing Rule 10.13. For the purposes of ASX Listing Rule 10.13, the following information is provided in relation to Resolution 5: (a) The name of the allottee of the securities Mr Julian Babarczy. (b) The maximum number of securities to be allotted and issued 173,288 Shares. (c) The date of allotment and issue of the securities The Shares will be issued as soon as possible after the General Meeting and in any event, no later than one month after the General Meeting (or such later date to the extent permitted by any ASX waiver of the Listing Rules). (d) The relationship that requires Shareholder approval Mr Babarczy is a Director of the Company. (e) The issue price of the securities The Shares will not be issued for cash consideration. The Shares will be issued as a deemed issue price of $0.04 per Share in lieu of $6,931.51 otherwise payable by the Company. (f) The terms of the securities The Shares are ordinary fully paid Shares which rank equally with existing Shares on issue. (g) The intended use of the funds No funds will be raised from the issue of the Shares as the Shares are proposed to be issued to Mr Babarczy in lieu of interest otherwise payable by the Company to Mr Babarczy for the period from 28 September 2009 to 31 December 2010 in respect of the Convertible Notes. 6. Resolution 6 - Approval of Future Placement of Shares . Listing Rule 7.1 provides that (subject to certain exceptions, none of which is relevant here) prior approval of Shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of shares on issue at the commencement of that 12 month period. For the purposes of ASX Listing Rule 7.3, the following information is provided in relation to Resolution 6 to allow Shareholders to assess the proposed placement for the future issue of up to 100,000,000 Shares: (a) The names of the allottees of the securities The allottees in respect of Resolution 6 are not, as yet, identifiable, but will be subscribers to be identified by the Company and any brokers appointed by the Company to manage the issue. The allottees will not be related parties of the Company unless as approved by Shareholders pursuant to Resolution 7. (b) The maximum number of securities to be issued The maximum number of securities to be issued pursuant to Resolution 6 is 100,000,000 Shares. The number of securities to be issued and allotted is a maximum number only and under no circumstances will the Company issue and allot securities such that any person would hold a relevant interest of more than 19.9% in the Company. (c) The date of allotment and issue of securities The Shares to be issued pursuant to Resolution 6 will be allotted progressively as allottees are identified, however no Shares will be issued or allotted after the date which is three (3) months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). (d) The issue price of the securities The issue price of the Shares proposed to be allotted and issued under Resolution 6 will be at a price that is at least 80% of the average market price of the Shares calculated over the last 5 days on which sales in the Shares were recorded before the date on which the issue is made. (e) The terms of the securities The Shares to be issued will rank pari-passu on allotment and issue with the existing Shares of the Company. (f) Intended use of the funds raised The Company intends to use the funds raised by the issue of Shares under Resolution 6 to further the exploration activities of the Company conducted in Liberia and for further working capital for the Company. 7. Resolution 7 - Participation of Directors in Future Placement of Shares The Company is seeking approval pursuant to Resolution 7 for the Directors or their respective nominees, to participate in the Future Placement of Shares under Resolution 6, subject to the passing of Resolution 6. In accordance with ASX Listing Rule 10.11, Shareholder approval is required for the issue of equity securities to a Related Party of the Company. The Directors are Related Parties of the Company. Consequently, in accordance with the Listing Rule 10.11, shareholder approval is required for the issue of equity securities to a Related Party of the Company. For the purposes of ASX Listing Rule 10.13, the following information is provided in relation to Resolution 7 to allow Shareholders to assess the proposed participation of the Directors or their respective nominees in the placement for the future issue of Shares under Resolution 6: (a) The names of the allottees of the securities The allottees in respect of Resolution 7 are the Directors or their respective nominees. The Directors comprise Mr Warwick Grigor, Mr Lennard Koff van Oosterwijk, Mr Julian Babarczy, Mr Harry Hill and Mr Euan Luff. (b) Relationship of allottees The Directors or their respective nominees are Related Parties of the Company. (c) The maximum number of securities to be issued The maximum number of securities to be issued pursuant to Resolution 7 is calculated as follows: Total Shares to Directors = $400,000 VWAP VWAP = at least 80% of the average market price of the Shares calculated over the last 5 days on which sales in the Shares were recorded before the date on which the issue is made (d) The date of allotment and issue of securities The Shares will be issued under the Future Placement of Shares contemplated by Resolution 6 no later than one month after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). (e) The issue price of the securities The issue price of the Shares proposed to be allotted and issued under Resolution 7 will be at a price that is at least 80% of the average market price of the Shares calculated over the last 5 days on which sales in the Shares were recorded before the date on which the issue is made. (f) The terms of the securities The Shares to be issued will rank pari-passu on allotment and issue with the existing Shares of the Company. (g) Intended use of the funds raised The Company intends to use the funds raised by the issue of Shares under Resolution 7 to further the exploration activities of the Company conducted in Liberia and for further working capital for the Company. The Directors do not make a recommendation in respect to Resolution 7 as this relates to them. Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares to the Directors (or their nominees) pursuant to this Resolution 7 as approval is being obtained under Listing Rule 10.11. 8. 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. Company Tawana Resources NL (ACN 085 166 721). Convertible Notes 14 Convertible Notes each with a face value of $25,000 issued by the Company to Manfree
Nominees Pty Ltd, Mahsor Holdings Pty Ltd, Deck Chair Holdings Pty Ltd and Julian Babarczy on or about 23 November 2009. Constitution the constitution of the Company. Corporations Act Corporations Act 2001 (Cth). Director a director of the Company. EDT Eastern Daylight Saving Time as observed in Melbourne, Australia.
Explanatory Statement the explanatory statement accompanying the Notice of General Meeting. Future Placement the issue of up to 100,000,000 Shares on the terms and conditions set out in Resolution
6 of the Notice of General Meeting and the Explanatory Statement. General Meeting the general meeting of the Company pursuant to this 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. Related Party a party so defined by section 228 of the Corporations Act. Share a fully paid ordinary share in the capital of the Company.
Shareholder a holder of Shares. Tawana Tawana Resources (ACN 085 166 721). Unrelated Noteholders Manfree Nominees Pty Ltd, Mahsor Holdings Pty Ltd and Deck Chair Holdings Pty Ltd.
ANNEXURE A Terms and Conditions of Options - Resolutions 1 and 3 (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. Sponsor PricewaterhouseCoopers Corporate Finance 24 December 2011 Date: 24/01/2011 12:55:19 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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