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Notice of Annual General Meeting
Tawana Resources NL
(Incorporated in Australia)
(Registration number ACN 085 166 721)
Share code on the JSE Limited: TAW
JSE ISIN: AU0000TAWDA9
Share code on the Australian Securities Exchange Limited: TAW
ASX ISIN: AU000000TAW7
(“the Company” or “Tawana”)
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 10.30am
DATE: 23 May 2017
PLACE: Quest West Perth, 54 Kings Park Road, West Perth WA 6005
The business of the Meeting affects your shareholding and your vote is important.
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to
how they should vote, they should seek advice from their professional advisers prior to
voting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations
Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who
are registered Shareholders at 10.30am on 21 May 2017.
21 April 2017
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
BUSINESS OF THE MEETING
AGENDA
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the
financial year ended 31 December 2016 together with the declaration of the
directors, the director’s report, the Remuneration Report and the auditor’s
report.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as a non-binding resolution:
“That, for the purposes of section 250R(2) of the Corporations Act and for
all other purposes, approval is given for the adoption of the Remuneration
Report as contained in the Company’s annual financial report for the
financial year ended 31 December 2016.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the
Company.
Voting Prohibition Statement:
A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of
the following persons:
(a) a member of the Key Management Personnel, details of whose remuneration
are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution as a
proxy if the vote is not cast on behalf of a person described above and either:
(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to
vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this
Resolution is connected directly or indirectly with the remuneration of
a member of the Key Management Personnel.
3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – ROBERT BENUSSI
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purpose of clause 11.3 of the Constitution and for all other
purposes, Robert Benussi, a Director, retires by rotation, and being eligible,
is re-elected as a Director.”
4. RESOLUTION 3 – ELECTION OF DIRECTOR – MARK CALDERWOOD
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purpose of clause 11.6 of the Constitution, ASX Listing Rule
14.4 and for all other purposes, Mark Calderwood, a Director who was
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appointed casually on 11 July 2016, retires, and being eligible, is elected as
a Director.”
5. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT CAPACITY
To consider and, if thought fit, to pass the following resolution as a special
resolution:
“That, for the purposes of Listing Rule 7.1A and for all other purposes,
approval is given for the Company to issue up to that number of Equity
Securities equal to 10% of the issued capital of the Company at the time of
issue, calculated in accordance with the formula prescribed in ASX Listing
Rule 7.1A.2 and otherwise on the terms and conditions set out in the
Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast on this Resolution by any
person who may participate in the issue of Equity Securities under this Resolution and a
person who might 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 those persons.
However, the Company will not disregard a vote if it is cast by a person as a proxy for a
person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it
is cast by the person chairing the meeting as 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 5 – RATIFICATION OF PRIOR ISSUE – ACQUISITION SHARES
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes,
Shareholders ratify the issue of 7,092,198 Shares on the terms and
conditions set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast on this Resolution by a
person who participated in the issue and any associates of those persons. However, the
Company need not disregard a vote if it is cast by a person as a proxy for a person who
is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by
the person chairing the meeting as 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 6 – RATIFICATION OF PRIOR ISSUE – LEAD MANAGER SHARES
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes,
Shareholders ratify the issue of 1,500,000 Shares on the terms and
conditions set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast on this Resolution by a
person who participated in the issue and any associates of those persons. However, the
Company need not disregard a vote if it is cast by a person as a proxy for a person who
is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by
the person chairing the meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the Proxy Form to vote as the proxy decides.
8. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE – PLACEMENT OPTIONS
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes,
Shareholders ratify the issue of 2,500,000 Options on the terms and
conditions set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast on this Resolution by a
person who participated in the issue and any associates of those persons. However, the
Company need not disregard a vote if it is cast by a person as a proxy for a person who
is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by
the person chairing the meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the Proxy Form to vote as the proxy decides.
9. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE – CANACCORD OPTIONS
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes,
Shareholders ratify the issue of 9,000,000 Options on the terms and
conditions set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast on this Resolution by a
person who participated in the issue and any associates of those persons. However, the
Company need not disregard a vote if it is cast by a person as a proxy for a person who
is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by
the person chairing the meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the Proxy Form to vote as the proxy decides.
10. RESOLUTION 9 – ISSUE OF OPTIONS TO RELATED PARTY – MICHAEL NAYLOR
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes,
approval is given for the Company to issue 1,000,000 Options to Michael
Naylor (or his nominee) on the terms and conditions set out in the
Explanatory Statement.”
Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution
by Michael Naylor (or his nominee) and any of their associates. However, the Company
need not disregard a vote if it is cast by a person as a proxy for a person who is entitled
to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person
chairing the meeting as proxy for a person who is entitled to vote, in accordance with a
direction on the Proxy Form to vote as the proxy decides.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this
Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this
Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even
though this Resolution is connected directly or indirectly with remuneration of a
member of the Key Management Personnel.
11. RESOLUTION 10 – ISSUE OF OPTIONS TO RELATED PARTY – ROBERT BENUSSI
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes,
approval is given for the Company to issue 500,000 Options to Robert
Benussi (or his nominee) on the terms and conditions set out in the
Explanatory Statement.”
Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution
by Robert Benussi (or his nominee) and any of their associates. However, the Company
need not disregard a vote if it is cast by a person as a proxy for a person who is entitled
to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person
chairing the meeting as proxy for a person who is entitled to vote, in accordance with a
direction on the Proxy Form to vote as the proxy decides.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this
Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(iii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this
Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even
though this Resolution is connected directly or indirectly with remuneration of a
member of the Key Management Personnel.
Dated: 21 April 2017
By order of the Board
Michael Naylor
Executive Director and Company Secretary
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and
in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
- each Shareholder has a right to appoint a proxy;
- the proxy need not be a Shareholder of the Company; and
- a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may
specify the proportion or number of votes each proxy is appointed to exercise. If the
member appoints 2 proxies and the appointment does not specify the proportion or
number of the member’s votes, then in accordance with section 249X(3) of the
Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that changes to the Corporations Act made in
2011 mean that:
- if proxy holders vote, they must cast all directed proxies as directed; and
- any directed proxies which are not voted will automatically default to the Chair, who
must vote the proxies as directed.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact
the Company Secretary on +61 8 9489 2600.
EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide information which the
Directors believe to be material to Shareholders in deciding whether or not to pass the
Resolutions.
1. FINANCIAL STATEMENTS AND REPORTS
In accordance with the Constitution, the business of the Meeting will include
receipt and consideration of the annual financial report of the Company for the
financial year ended 31 December 2016 together with the declaration of the
directors, the directors’ report, the Remuneration Report and the auditor’s
report.
The Company will not provide a hard copy of the Company’s annual financial
report to Shareholders unless specifically requested to do so. The Company’s
annual financial report is available on its website at www.tawana.com.au.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
2.1 General
The Corporations Act requires that at a listed company’s annual general
meeting, a resolution that the remuneration report be adopted must be put to
the shareholders. However, such a resolution is advisory only and does not bind
the company or the directors of the company.
The remuneration report sets out the company’s remuneration arrangements for
the directors and senior management of the company. The remuneration report
is part of the directors’ report contained in the annual financial report of the
company for a financial year.
The chair of the meeting must allow a reasonable opportunity for its shareholders
to ask questions about or make comments on the remuneration report at the
annual general meeting.
2.2 Voting consequences
A company is required to put to its shareholders a resolution proposing the
calling of another meeting of shareholders to consider the appointment of
directors of the company (Spill Resolution) if, at consecutive annual general
meetings, at least 25% of the votes cast on a remuneration report resolution are
voted against adoption of the remuneration report and at the first of those
annual general meetings a Spill Resolution was not put to vote. If required, the
Spill Resolution must be put to vote at the second of those annual general
meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the company
must convene a shareholder meeting (Spill Meeting) within 90 days of the
second annual general meeting.
All of the directors of the company who were in office when the directors' report
(as included in the company’s annual financial report for the most recent
financial year) was approved, other than the managing director of the
company, will cease to hold office immediately before the end of the Spill
Meeting but may stand for re-election at the Spill Meeting.
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Following the Spill Meeting those persons whose election or re-election as
directors of the company is approved will be the directors of the company.
2.3 Previous voting results
At the Company’s previous annual general meeting the votes cast against the
remuneration report considered at that annual general meeting were less than
25%. Accordingly, the Spill Resolution is not relevant for this Annual General
Meeting.
3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – ROBERT BENUSSI
3.1 General
The Constitution sets out the requirements for determining which Directors are to
retire by rotation at an annual general meeting.
Mr Benussi, who has served as a director since 4 December 2015 and was last re-
elected on 24 May 2016, retires by rotation and seeks re-election.
3.2 Qualifications and other material directorships
Mr Benussi was the founding shareholder and director of Bligh Resources Limited
(ASX: BGH) holding the positions of Managing Director / Chief Financial Officer
from 1 July 2011 to 8 October 2015. Prior to this role he held various positions at
Jupiter Mines Limited as Chief Financial Officer, Company Secretary and
General Manager, Corporate from July 2006 to June 2011 and was a Non-
Executive Director of Resource Star Limited (ASX: RSL) from July 2009 to March
2013.
Mr Benussi does not hold other directorships in listed companies.
3.3 Independence
If elected the board considers Mr Benussi will be an independent director.
3.4 Board recommendation
The Board supports the re-election of Mr Benussi and recommends that
Shareholders vote in favour of Resolution 2.
4. RESOLUTION 3 – ELECTION OF DIRECTOR – MARK CALDERWOOD
4.1 General
The Constitution allows the Directors to appoint at any time a person to be a
Director either to fill a casual vacancy or as an addition to the existing Directors,
but only where the total number of Directors does not at any time exceed the
maximum number specified by the Constitution.
Pursuant to the Constitution and ASX Listing Rule 14.4, any Director so appointed
holds office only until the next following annual general meeting and is then
eligible for election by Shareholders but shall not be taken into account in
determining the Directors who are to retire by rotation (if any) at that meeting.
Mr Calderwood, having been appointed by other Directors on 11 July 2016 in
accordance with the Constitution, will retire in accordance with the Constitution
and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.
4.2 Qualifications and other material directorships
Mr Calderwood has extensive experience in mineral exploration and production
management, is an authority on pegmatites and was a co-author of the
‘Pegmatites of Western Australia”. Mr Calderwood was CEO of Perseus Mining
Limited for 9 years and is currently non-executive director of three junior gold
explorers.
4.3 Independence
Mr Calderwood is the Managing Director of Tawana and hence if elected the
board does not consider Mr Calderwood will be an independent director.
4.4 Board recommendation
The Board supports the re-election of Mr Calderwood and recommends that
Shareholders vote in favour of Resolution 3.
5. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT CAPACITY
5.1 General
ASX Listing Rule 7.1A provides that an Eligible Entity (as defined below) may seek
shareholder approval by special resolution passed at an annual general
meeting to have the capacity to issue up to that number of Equity Securities (as
defined below) equal to 10% of its issued capital (10% Placement Capacity)
without using that company’s existing 15% annual placement capacity granted
under ASX Listing Rule 7.1.
An Eligible Entity is one that, as at the date of the relevant annual general
meeting:
(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities
and securities quoted on a deferred settlement basis) of $300,000,000.
As at the date of this Notice, the Company is an Eligible Entity as it is not
included in the S&P/ASX 300 Index and has a current market capitalisation of
$106,992,956 (based on the number of Shares on issue and the closing price of
Shares on the ASX on 11 April 2017).
An Equity Security is a share, a unit in a trust, a right to a share or unit in a trust or
option, an option over an issued or unissued security, a convertible security, or,
any security that ASX decides to classify as an equity security.
Any Equity Securities issued under the 10% Placement Capacity must be in the
same class as an existing class of quoted Equity Securities.
As at the date of this Notice, the Company currently has one class of quoted
Equity Securities on issue, being the Shares (ASX Code: TAW).
If Shareholders approve Resolution 4, the number of Equity Securities the
Company may issue under the 10% Placement Capacity will be determined in
accordance with the formula prescribed in ASX Listing Rule 7.1A.2.
Resolution 4 is a special resolution. Accordingly, at least 75% of votes cast by
Shareholders present and eligible to vote at the Meeting must be in favour of
Resolution 4 for it to be passed.
5.2 Technical information required by ASX Listing Rule 7.1A
Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below
is provided in relation to this Resolution 4:
(a) Minimum Price
The minimum price at which the Equity Securities may be issued is 75% of
the volume weighted average price of Equity Securities in that class,
calculated over the 15 ASX trading days on which trades in that class
were recorded immediately before:
(i) the date on which the price at which the Equity Securities are
to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX trading days of
the date in section 5.2(a)(i), the date on which the Equity
Securities are issued.
(b) Date of Issue
The Equity Securities may be issued under the 10% Placement Capacity
commencing on the date of the Meeting and expiring on the first to
occur of the following:
(i) 12 months after the date of this Meeting; and
(ii) the date of approval by Shareholders of any transaction under
ASX Listing Rules 11.1.2 (a significant change to the nature or
scale of the Company’s activities) or 11.2 (disposal of the
Company’s main undertaking) (after which date, an approval
under Listing Rule 7.1A ceases to be valid),
(10% Placement Capacity Period).
(c) Risk of voting dilution
Any issue of Equity Securities under the 10% Placement Capacity will
dilute the interests of Shareholders who do not receive any Shares under
the issue.
If Resolution 4 is approved by Shareholders and the Company issues the
maximum number of Equity Securities available under the 10%
Placement Capacity, the economic and voting dilution of existing
Shares would be as shown in the table below.
The table below shows the dilution of existing Shareholders calculated in
accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the
basis of the market price of Shares and the number of Equity Securities
on issue as at 11 April 2017.
The table also shows the voting dilution impact where the number of
Shares on issue (Variable A in the formula) changes and the economic
dilution where there are changes in the issue price of Shares issued
under the 10% Placement Capacity.
Number of
Shares on Dilution
Issue
(Variable ‘A’ Issue Price $0.14 $0.28 $0.42
in ASX Listing (per Share)
50% decrease Issue Price 50% increase
Rule 7.1A2) in Issue Price in Issue Price
Shares
issued - 10% 38,211,770 38,211,770 38,211,770
382,117,700
voting Shares Shares Shares
(Current dilution
Variable A)
Funds raised $5,349,648 $10,699,296 $16,048,944
Shares
573,176,550 issued - 10% 57,317,655 57,317,655 57,317,655
(50% voting Shares Shares Shares
increase in dilution
Variable A)
Funds raised $8,024,471 $16,048,943 $24,073,415
Shares
764,235,400 issued - 10% 76,423,540 76,423,540 76,423,540
(100% voting Shares Shares Shares
increase in dilution
Variable A)
Funds raised $10,699,295 $21,398,591 $32,097,886
*The number of Shares on issue (Variable A in the formula) could increase as a result
of the issue of Shares that do not require Shareholder approval (such as under a pro-
rata rights issue or scrip issued under a takeover offer) or that are issued with
Shareholder approval under Listing Rule 7.1.
The table above uses the following assumptions:
1. There are currently 382,117,700 Shares on issue;
2. The issue price set out above is the closing price of the Shares on the ASX on 11
April 2017.
3. The Company issues the maximum possible number of Equity Securities under
the 10% Placement Capacity.
4. The Company has not issued any Equity Securities in the 12 months prior to the
Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with
approval under ASX Listing Rule 7.1.
5. The issue of Equity Securities under the 10% Placement Capacity consists only of
Shares. It is assumed that no Options are exercised into Shares before the date
of issue of the Equity Securities.
6. The calculations above do not show the dilution that any one particular
Shareholder will be subject to. All Shareholders should consider the dilution
caused to their own shareholding depending on their specific circumstances.
7. This table does not set out any dilution pursuant to approvals under ASX Listing
Rule 7.1.
8. The 10% voting dilution reflects the aggregate percentage dilution against the
issued share capital at the time of issue. This is why the voting dilution is shown in
each example as 10%.
9. The table does not show an example of dilution that may be caused to a
particular Shareholder by reason of placements under the 10% Placement
Capacity, based on that Shareholder’s holding at the date of the Meeting.
Shareholders should note that there is a risk that:
(i) the market price for the Company’s Shares may be significantly
lower on the issue date than on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the
market price for those Shares on the date of issue.
(d) Purpose of Issue under 10% Placement Capacity
The Company may issue Equity Securities under the 10% Placement
Capacity for the following purposes:
(i) as cash consideration in which case the Company intends to
use funds raised for the acquisition of new resources, assets and
investments (including expenses associated with such an
acquisition), continued exploration expenditure, development
and/or construction on the Company’s current assets and
Project (funds would then be used for project, feasibility studies
and ongoing project administration), general working capital;
or
(ii) as non-cash consideration for the acquisition of new resources
assets and investments, in such circumstances the Company will
provide a valuation of the non-cash consideration as required
by listing Rule 7.1A.3.
The Company will comply with the disclosure obligations under Listing
Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.
(e) Allocation policy under the 10% Placement Capacity
The recipients of the Equity Securities to be issued under the 10%
Placement Capacity have not yet been determined. However, the
recipients of Equity Securities could consist of current Shareholders or
new investors (or both), none of whom will be related parties of the
Company.
The Company will determine the recipients at the time of the issue under
the 10% Placement Capacity, having regard to the following factors:
(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company
at that time, including, but not limited to, an entitlement issue or
other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of
the Company;
(iv) the circumstances of the Company, including, but not limited
to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if
applicable).
Further, if the Company is successful in acquiring new resources, assets
or investments, it is likely that the recipients under the 10% Placement
Capacity will be vendors of the new resources, assets or investments.
(f) Previous approval under ASX Listing Rule 7.1A
The Company did not previously obtain approval from its Shareholders
pursuant to ASX Listing Rule 7.1A at its annual general meeting held on
24 May 2016 (Previous Approval). As such, the Company has not issued
any Equity Securities pursuant to the Previous Approval.
During the 12 month period preceding the date of the Meeting, being
on and from 23 May 2016, the Company otherwise issued a total of
308,354,950 Shares and 23,375,000 Options which represents
approximately 443% of the total diluted number of Equity Securities on
issue in the Company on 23 May 2016, which was 74,887,751.
Further details of the issues of Equity Securities by the Company during
the 12 month period preceding the date of the Meeting are set out in
Schedule 1.
(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A
When the Company issues Equity Securities pursuant to the 10%
Placement Capacity, it must give to ASX:
(i) a list of the recipients of the Equity Securities and the number of
Equity Securities issued to each (not for release to the market),
in accordance with Listing Rule 7.1A.4; and
(ii) the information required by Listing Rule 3.10.5A for release to the
market.
5.3 Voting Exclusion
A voting exclusion statement is included in this Notice. As at the date of this
Notice, the Company has not invited any existing Shareholder to participate in
an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing
Shareholders will be excluded from voting on Resolution 4.
6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE – ACQUISITION SHARES
6.1 General
On 27 March 2017, the Company issued 7,092,198 Shares (Acquisition Shares) at
a deemed issue price of $0.141 per Share in consideration for the acquisition of
the Cowan and Yallari Lithium Projects as announced on 6 March 2017.
Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the
issue of those Acquisition Shares (First Ratification).
ASX Listing Rule 7.1 provides that a company must not, subject to specified
exceptions, issue or agree to issue more equity securities during any 12 month
period than that amount which represents 15% of the number of fully paid
ordinary securities on issue at the commencement of that 12 month period.
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that
where a company in general meeting ratifies the previous issue of securities
made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did
not breach ASX Listing Rule 7.1) those securities will be deemed to have been
made with shareholder approval for the purpose of ASX Listing Rule 7.1.
By ratifying this issue, the Company will retain the flexibility to issue equity
securities in the future up to the 15% annual placement capacity set out in ASX
Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.
6.2 Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following
information is provided in relation to the First Ratification:
(a) 7,092,198 Acquisition Shares were issued;
(b) the deemed issue price was $0.141 per Acquisition Share;
(c) the Acquisition Shares issued were all fully paid ordinary shares in the
capital of the Company issued on the same terms and conditions as the
Company’s existing Shares other than 3,546,099 Acquisition Shares which
are subject to a voluntary 12 month trading restriction;
(d) the Acquisition Shares were issued to the vendors of the Cowan and
Yallari Lithium Projects. None of these parties are related parties of the
Company; and
(e) no funds raised from this issue rather the issue was in consideration for
the acquisition of the Cowan and Yallari Lithium Projects.
7. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE – LEAD MANAGER SHARES
7.1 General
On 24 August 2016, the Company issued 1,500,000 Shares (Lead Manager
Shares) to Canaccord Genuity (Australia) Pty Ltd (Canaccord) at a deemed
issue price of $0.025 per Share in consideration for lead manager services
provided in relation to the capital raising as announced on 11 July 2016 to raise
$1,750,000 (Capital Raising).
Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the
issue of those Lead Manager Shares (Second Ratification).
A summary of ASX Listing Rules 7.1 and 7.4 is set out in section 6.1 above.
By ratifying this issue, the Company will retain the flexibility to issue equity
securities in the future up to the 15% annual placement capacity set out in ASX
Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.
7.2 Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following
information is provided in relation to the Second Ratification:
(a) 1,500,000 Lead Manager Shares were issued;
(b) the deemed issue price was $0.025 per Lead Manager Share;
(c) the Lead Manager Shares issued were all fully paid ordinary shares in the
capital of the Company issued on the same terms and conditions as the
Company’s existing Shares;
(d) the Lead Manager Shares were issued to Canaccord, who is not a
related party of the Company; and
(e) no funds raised from this issue rather the issue was in consideration for
lead manager services provided in relation to the Capital Raising.
8. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE – PLACEMENT OPTIONS
8.1 General
On 16 June 2016, the Company issued 2,500,000 Options exercisable at $0.035
on or before 14 June 2018 (Placement Options) to Canaccord in consideration
for lead manager services provided in relation to the placement of the shortfall
shares as a result of the Company’s 1 for 1 non-renounceable rights issue as
announced on 4 May 2016 (Rights Issue).
Resolution 7 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the
issue of those Placement Options (Third Ratification).
A summary of ASX Listing Rules 7.1 and 7.4 is set out in section 6.1 above.
By ratifying this issue, the Company will retain the flexibility to issue equity
securities in the future up to the 15% annual placement capacity set out in ASX
Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.
8.2 Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following
information is provided in relation to the Third Ratification:
(a) 2,500,000 Placement Options were issued;
(b) the Placement Options were issued on the terms and conditions set out
in Schedule 2;
(c) the Placement Options were issued to Canaccord, who is not a related
party of the Company; and
(d) no funds raised from this issue rather the issue was in consideration for
services provided in relation to the placement of the shortfall pursuant
to the Rights Issue.
9. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE – CANACCORD OPTIONS
9.1 General
On 12 April 2017, the Company issued 9,000,000 Options to Canaccord in
consideration for corporate advisory services, as follows:
(a) 3,000,000 Options exercisable at $0.20 on or before 12 April 2020;
(b) 3,000,000 Options exercisable at $0.25 on or before 12 April 2020; and
(c) 3,000,000 Options exercisable at $0.30 on or before 12 April 2020,
and otherwise on the terms and conditions set out in Schedule 3 (together, the
Canaccord Options).
Resolution 8 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the
issue of those Canaccord Options (Fourth Ratification).
A summary of ASX Listing Rules 7.1 and 7.4 is set out in section 6.1 above.
By ratifying this issue, the Company will retain the flexibility to issue equity
securities in the future up to the 15% annual placement capacity set out in ASX
Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.
9.2 Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following
information is provided in relation to the Fourth Ratification:
(a) 9,000,000 Canaccord Options were issued;
(b) the Canaccord Options were issued on the terms and conditions set out
in Schedule 3;
(c) the Canaccord Options were issued to Canaccord, who is not a related
party of the Company; and
(d) no funds raised from this issue rather the issue was in consideration for
services provided in relation to corporate advisory services.
10. RESOLUTIONS 9 AND 10 – ISSUE OF OPTIONS TO RELATED PARTIES
10.1 General
The Company has agreed, subject to obtaining Shareholder approval, to issue
1,500,000 Options (Related Party Options) to Michael Naylor and Robert Benussi
(or their nominees) (Related Parties) on the terms and conditions set out below.
Resolutions 9 and 10 seeks Shareholder approval for the grant of the Related
Party Options to the Related Parties.
10.2 Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a
financial benefit to a related party of the public company, the public company
or entity must:
(a) obtain the approval of the public company’s members in the manner
set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in
sections 210 to 216 of the Corporations Act.
The grant of the Related Party Options constitutes giving a financial benefit and
Messrs Naylor and Benussi are related parties of the Company by virtue of being
Directors.
The Directors (other than Mr Naylor who has a material personal interest in the
Resolution 9 and Mr Benussi who has a material personal interest in Resolution 10)
consider that Shareholder approval pursuant to Chapter 2E of the Corporations
Act is not required in respect of the grant of Related Party Options because the
agreement to grant the Related Party Options is considered reasonable
remuneration in the circumstances and was negotiated on an arm’s length
basis.
10.3 ASX Listing Rule 10.11
ASX Listing Rule 10.11 also requires shareholder approval to be obtained where
an entity issues, or agrees to issue, securities to a related party, or a person
whose relationship with the entity or a related party is, in ASX’s opinion, such that
approval should be obtained unless an exception in ASX Listing Rule 10.12
applies.
As the grant of the Related Party Options involves the issue of securities to a
related party of the Company, Shareholder approval pursuant to ASX Listing Rule
10.11 is required unless an exception applies. It is the view of the Directors that
the exceptions set out in ASX Listing Rule 10.12 do not apply in the current
circumstances.
10.4 Technical Information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the following
information is provided in relation to Resolutions 9 and 10:
(a) the Related Party Options will be granted to Messrs Naylor and Benussi
(or their nominees);
(b) the number of Related Party Options to be issued is 1,500,000, as follows:
(i) 1,000,000 Related Party Options to Mr Naylor (or his nominee)
and
(ii) 500,000 Related Party Options to Mr Benussi (or his nominee);
(c) the Related Party Options will be granted no later than 1 month after
the date of the Meeting (or such later date to the extent permitted by
any ASX waiver or modification of the ASX Listing Rules) and it is
intended that issue of the Options will occur on the same date;
(d) the Related Party Options will be issued for nil cash consideration,
accordingly no funds will be raised; and
(e) the terms and conditions of the Related Party Options are set out in
Schedule 4.
Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the
Related Party Options as approval is being obtained under ASX Listing Rule
10.11. Accordingly, the grant of Related Party Options to the Related Parties (or
their nominees) will not be included in the use of the Company’s 15% annual
placement capacity pursuant to ASX Listing Rule 7.1.
GLOSSARY
$ means Australian dollars.
10% Placement Capacity has the meaning given in Section 5.1.
Annual General Meeting or Meeting means the meeting convened by the Notice.
ASIC means the Australian Securities & Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX
Limited, as the context requires.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday,
Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a
business day.
Canaccord means Canaccord Genuity (Australia) Pty Ltd (ACN 075 071 466).
Canaccord Option means an Option granted pursuant to Resolution 8 with the terms and
conditions set out in Schedule 3.
Chair means the chair of the Meeting.
Closely Related Party of a member of the Key Management Personnel means:
(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to
influence the member, or be influenced by the member, in the member’s
dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes
of the definition of ‘closely related party’ in the Corporations Act.
Company or Tawana means Tawana Resources NL (ACN 085 166 721).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Eligible Entity means an entity that, at the date of the relevant general meeting:
(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and
securities quoted on a deferred settlement basis) of $300,000,000.
Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible
security and any security that ASX decides to classify as an Equity Security.
Explanatory Statement means the explanatory statement accompanying the Notice.
Key Management Personnel has the same meaning as in the accounting standards
issued by the Australian Accounting Standards Board and means those persons having
authority and responsibility for planning, directing and controlling the activities of the
Company, or if the Company is part of a consolidated entity, of the consolidated entity,
directly or indirectly, including any director (whether executive or otherwise) of the
Company, or if the Company is part of a consolidated entity, of an entity within the
consolidated group.
Notice or Notice of Meeting means this notice of meeting including the Explanatory
Statement and the Proxy Form.
Optionholder means a holder of an Option or Related Party Option as the context
requires.
Ordinary Securities has the meaning set out in the ASX Listing Rules.
Placement Option means an Option granted pursuant to Resolution 7 with the terms and
conditions set out in Schedule 2.
Proxy Form means the proxy form accompanying the Notice.
Related Party Option means an Option granted pursuant to Resolutions 9 and 10 with the
terms and conditions set out in Schedule 4.
Remuneration Report means the remuneration report set out in the Director’s report
section of the Company’s annual financial report for the year ended 31 December 2016.
Resolutions means the resolutions set out in the Notice, or any one of them, as the
context requires.
Section means a section of the Explanatory Statement.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
Variable A means “A” as set out in the formula in ASX Listing Rule 7.1A(2).
WST means Western Standard Time as observed in Perth, Western Australia.
SCHEDULE 1 – ISSUES OF EQUITY SECURITIES SINCE 23 MAY 2016
Date Quantity Class Recipients Issue price and Form of consideration
discount to Market
Price (if
applicable)1
Issue – 12 3,000,000 Unquoted Canaccord No issue price (non Consideration: issued to
April 2017 Options11 cash consideration) Canaccord as consideration
for corporate advisory
Appendix services
3B – 13 April
2017 Current value15 = $746,286
Issue – 12 3,000,000 Unquoted Canaccord No issue price (non Consideration: issued to
April 2017 Options12 cash consideration) Canaccord as consideration
for corporate advisory
Appendix services
3B –13 April
2017 Current value15 = $734,743
Issue – 12 3,000,000 Unquoted Canaccord No issue price (non Consideration: issued to
April 2017 Options13 cash consideration) Canaccord as consideration
for corporate advisory
Appendix services
3B – 13 April
2017 Current value15 = $724,579
Issue – 27 7,092,198 Shares2 The vendors of No issue price (non Consideration: consideration
March 2017 the Cowan and cash consideration) for the acquisition of the
Yallari Lithium Cowan and Yallari Lithium
Appendix Projects Projects
3B – 27
March 2017 Current value15 = $1,985,815
Issue – 27 500,000 Unquoted Employees and No issue price (non Consideration: issued to
March 2017 Options3 consultants in cash consideration) employees pursuant to the
accordance Plan
Appendix with the
3B – 27 Company’s Current value15 = $115,673
March 2017 Employee
Option
Incentive Plan
Issue – 27 1,500,000 Unquoted Employees and No issue price (non Consideration: issued to
March 2017 Options4 consultants in cash consideration) employees pursuant to the
accordance Plan
Appendix with the Plan
3B – 27 Current value15 = $376,854
March 2017
Issue – 27 750,000 Unquoted Employees and No issue price (non Consideration: issued to
March 2017 Options5 consultants in cash consideration) employees pursuant to the
accordance Plan
Appendix with the Plan
3B – 27 Current value15 = $188,603
March 2017
Issue – 27 500,000 Unquoted Employees and No issue price (non Consideration: issued to
March 2017 Options6 consultants in cash consideration) employees pursuant to the
accordance Plan
Appendix with the Plan
3B – 27 Current value15 = $122,831
March 2017
Issue – 6 2,625,000 Unquoted Employees and No issue price (non Consideration: issued to
January Options7 consultants in cash consideration) employees pursuant to the
2017 accordance Plan
with the Plan
Appendix Current value15 = $661,302
3B – 6
January
2017
Issue – 5 3,171,000 Shares2 Sophisticated $0.12 per Share Amount raised = $380,520
January and professional (discount of 14.3%)
2017 investors Amount spent = $0
Appendix Use of funds:
3B – 5 N/A – no funds spent to date
January Amount remaining = $380,520
2017
Proposed use of remaining
funds5
to advance the Bald Hill
Project and Cowan Lithium
Project including further
drilling, metallurgical test
work, engineering studies
and potential development
scenarios
Issue – 30 27,200,175 Shares2 Sophisticated $0.12 per Share Amount raised = $3,264,021
December and professional (discount of 20.2%)
2016 investors as Amount spent = $644,541
announced on Use of funds:
Appendix 26 October
3B – 30 to advance the Bald Hill
2016 Project and Cowan Lithium
December
2016 Project including further
drilling, metallurgical test
work, engineering studies
and potential development
scenarios
Amount remaining =
$2,619,480
Proposed use of remaining
funds14
to advance the Bald Hill
Project and Cowan Lithium
Project including further
drilling, metallurgical test
work, engineering studies
and potential development
scenarios.
Issue – 30 50,000,000 Shares2 Vendors of No issue price (non Consideration: consideration
December Lithco No 2 Pty cash consideration) for the vendors of Lithco
2016 Ltd (Lithco)
Current value15 = $14,000,000
Appendix
3B – 30
December
2016
Issue – 24 1,000,000 Shares2 Issued upon $0.06 per Share Amount raised = $60,000
November exercise of (discount of 29.4%)
2016 Options Amount spent = $60,000
Appendix Use of funds: working capital
3B – 25 Amount remaining = $0
November
2016
Issue – 1 29,628,826 Shares2 Sophisticated $0.12 per Share Amount raised = $3,555,459
November and professional (discount of 17.24%)
2016 investors as Amount spent = $3,555,459
announced on Use of funds:
Appendix 26 October
3B – 1 to advance the Bald Hill
2016 Project and Cowan Lithium
November
2016 Project including further
drilling, metallurgical test
work, engineering studies
and potential development
scenarios
Amount remaining = $0
Issue – 29 5,000,000 Shares2 Vendors of No issue price (non Consideration: consideration
September Lithium Africa cash consideration) for the vendors of Lithium
2016 No 1 Pty Ltd as Africa No 1 Pty Ltd
announced on
Appendix 23 September Current value15 = $1,400,000
3B – 30 2016
September
2016
Issue – 24 50,380,000 Shares2 Professional and $0.025 per Share Amount raised = $1,259,500
August sophisticated (discount of 73.7%) Amount spent = $1,259,500
2016 investors
pursuant to Use of funds:
Appendix tranche 2 of the exploration programs on the
3B – 24 Company’s Mount Belches Projects and
August capital raising General working Capital
2016 of $1,750,000 as
Amount remaining = $0
approved on 23
August 2016
Issue – 24 40,000,000 Shares2 Vendors of Mt No issue price (non Consideration: consideration
August Belches Pty Ltd cash consideration) for the vendors of Mt Belches
2016 Pty Ltd
Appendix Current value15 = $11,200,000
3B – 24
August
2016
Issue – 24 1,500,000 Shares2 Lead Manager No issue price (non Consideration: consideration
August to the cash consideration) for lead manager services in
2016 Company’s relation to the Placement
capital raising
Appendix of $1,750,000 as Current value15 = $420,000
3B – 24 approved on 23
August August 2016
2016 (Placement)
Issue – 24 3,000,000 Unquoted Issued to No issue price (non Consideration: issued to
August Options8 Directors in cash consideration) Directors pursuant to the Plan
2016 accordance
with the Plan Current value15 = $789,024
Appendix
3B – 24
August
2016
Issue – 22 19,620,000 Shares2 Issued to $0.025 per Share Amount raised = $490,500
July 2016 professional and (discount of 74.2%)
sophisticated Amount spent = $490,500
Appendix investors
3B – 22 July Use of funds:
pursuant to the advance exploration at the
2016 Placement Mt Belches Lithium Projects
Amount remaining = $0
Issue – 18 3,000,000 Unquoted Issued to the No issue price (non Consideration: issued to the
July 2016 Options9 Company’s cash consideration) CEO pursuant to the Plan
newly
Appendix appointed CEO, Current value15 = $789,024
3B – 19 July Mark
2016 Calderwood, in
accordance
with the Plan
Issue – 16 39,356,093 Shares2 Issued to $0.015 per Share Amount raised = $590,341
June 2016 investors (discount of 42.3%)
pursuant to the Amount spent = $590,341
Appendix shortfall from
3B – 16 Use of funds:
the Company’s Mofe Creek Project
June 2016 1 for 1 non- maintenance and
renounceable associated Liberian
rights issue as administration costs, working
announced on capital, expenses of the
4 May 2016 Rights Issue, potential
(Rights Issue) acquisition opportunities and
Company and admin
expenses.
Amount remaining = $0
Issue – 16 2,500,000 Unquoted Issued to the No issue price (non Consideration: consideration
June 2016 Options10 lead manager cash consideration) for lead manager services in
in relation to the relation to the Rights Issue
Appendix Rights Issue
3B – 16 Current value15 = $706,135
June 2016
Issue – 3 34,406,658 Shares2 Issued to $0.015 per Share Amount raised = $516,100
June 2016 investors (discount of 34.8%)
pursuant to the Amount spent = $516,100
Appendix Rights Issue
3B – 3 June Use of funds:
2016 Mofe Creek Project
maintenance and
associated Liberian
administration costs, working
capital, expenses of the
Rights Issue, potential
acquisition opportunities and
Company and admin
expenses.
Amount remaining = $0
Notes:
1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and
exchange traded option exercises). For the purposes of this table the discount is calculated
on the Market Price on the last trading day on which a sale was recorded prior to the date of
issue of the relevant Equity Securities.
2. Fully paid ordinary shares in the capital of the Company, ASX Code: TAW (terms are set out in
the Constitution).
3. Unquoted Options, exercisable at $0.16 each, on or before 1 March 2019.
4. Unquoted Options, exercisable at $0.16 each, on or before 15 March 2020.
5. Unquoted Options, exercisable at $0.18 each, on or before 8 May 2020.
6. Unquoted Options, exercisable at $0.23 each, on or before 27 March 2020.
7. Unquoted Options, exercisable at $0.13 each, on or before 7 January 2020.
8. Unquoted Options, exercisable at $0.06 each, on or before 30 June 2019.
9. Unquoted Options, exercisable at $0.06 each, on or before 30 June 2019, vesting on 6 January
2017.
10. Unquoted Options, exercisable at $0.035 each, on or before 14 June 2018.
11. Unquoted Options, exercisable at $0.20 each, on or before 12 April 2020.
12. Unquoted Options, exercisable at $0.25 each, on or before 12 April 2020.
13. Unquoted Options, exercisable at $0.30 each, on or before 12 April 2020.
14. This is a statement of current intentions as at the date of this Notice. As with any budget,
intervening events and new circumstances have the potential to affect the manner in which
the funds are ultimately applied. The Board reserves the right to alter the way the funds are
applied on this basis.
15. In respect of quoted Equity Securities the value is based on the closing price of the Shares
($0.28) on the ASX on 11 April 2017. In respect of unquoted Equity Securities the value of
Options is measured using the Black & Scholes option pricing model. Measurement inputs
include the Share price on the measurement date, the exercise price, the term of the Option,
the impact of dilution, the expected volatility of the underlying Share (based on weighted
average historic volatility adjusted for changes expected due to publicly available
information), the expected dividend yield and the risk free interest rate for the term of the
Option. No account is taken of any performance conditions included in the terms of the
Option other than market based performance conditions (i.e. conditions linked to the price of
Shares
SCHEDULE 2 – TERMS AND CONDITIONS OF PLACEMENT OPTIONS
The terms and conditions of the Placement Options are set out below:
(a) Each Placement Option entitles the holder to subscribe for a Share in Tawana
Resources NL at the exercise price.
(b) The Placement Options shall expire at 5pm EST on 14 June 2018 (Expiry Date).
(c) The Placement Options have an exercise price $0.035 (Exercise Price).
(d) The Placement Options are exercisable on and from the date of issue and expire
at 5pm EST on or before the Expiry Date. Any Placement Options not exercised
on or before the Expiry Date will automatically lapse.
(e) All Shares in Tawana Resources NL allotted on the exercise of Placement Options
will rank equally in all respects with the then existing Shares.
(f) The Placement Options are not transferable and it is not intended that
application will be made to ASX for quotation of the Placement Options.
Tawana Resources NL must apply for quotation of all Shares in Tawana
Resources NL allotted pursuant to the exercise of Placement Options not later
than 10 Business Days after the date of allotment.
(g) Holders may only participate in new issues of securities to holders of Shares in
Tawana Resources NL if the Placement Options have been exercised and Shares
allotted in respect of the Placement 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.
(h) There will be no change to the exercise price of the Placement Options or the
number of Shares over which the Placement 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).
(i) If there is a bonus issue (Bonus Issue) to the holders of Shares in Tawana
Resources NL, the number of Shares over which the Placement Options are
exercisable will be increased by the number of Shares which the holder would
have received if the Placement 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.
(j) If prior to the expiry date, there is a reorganisation of the issued capital of
Tawana Resources NL, the Placement Options are to be treated in the manner
set out in the ASX Listing Rules.
SCHEDULE 4 – TERMS AND CONDITIONS OF RELATED PARTY OPTIONS
The terms and conditions of the Related Party Options are as follows:
(a) Entitlement
Each Option entitles the holder to subscribe for one Share upon exercise of the
Option.
(b) Exercise Price
Subject to paragraph (i), the amount payable upon exercise of each Option will
be $0.20 (Exercise Price)
(c) Expiry Date
Each Option will expire at 5:00 pm (WST) on the date that is three years from the
date of issue (Expiry Date). An Option not exercised before the Expiry Date will
automatically lapse on the Expiry Date.
(d) Exercise Period
The Options are exercisable at any time on or prior to the Expiry Date (Exercise
Period).
(e) Notice of Exercise
The Options may be exercised during the Exercise Period by notice in writing to
the Company in the manner specified on the Option certificate (Notice of
Exercise) and payment of the Exercise Price for each Option being exercised in
Australian currency by electronic funds transfer or other means of payment
acceptable to the Company.
(f) Exercise Date
A Notice of Exercise is only effective on and from the later of the date of receipt
of the Notice of Exercise and the date of receipt of the payment of the Exercise
Price for each Option being exercised in cleared funds (Exercise Date).
(g) Timing of issue of Shares on exercise
Within 15 Business Days after the Exercise Date the Company must:
(i) issue the number of Shares required under these terms and conditions in
respect of the number of Options specified in the Notice of Exercise and
for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of
the Corporations Act, or, if the Company is unable to issue such a
notice, lodge with ASIC a prospectus prepared in accordance with the
Corporations Act and do all such things necessary to satisfy section
708A(11) of the Corporations Act to ensure that an offer for sale of the
Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official
quotation on ASX of Shares issued pursuant to the exercise of the
Options.
If a notice delivered under (g)(ii) for any reason is not effective to ensure that an
offer for sale of the Shares does not require disclosure to investors, the Company
must, no later than 20 Business Days after becoming aware of such notice being
ineffective, lodge with ASIC a prospectus prepared in accordance with the
Corporations Act and do all such things necessary to satisfy section 708A(11) of
the Corporations Act to ensure that an offer for sale of the Shares does not
require disclosure to investors.
(h) Shares issued on exercise
Shares issued on exercise of the Options rank equally with the then issued shares
of the Company.
(i) Reconstruction of capital
If at any time the issued capital of the Company is reconstructed, all rights of an
Optionholder are to be changed in a manner consistent with the Corporations
Act and the ASX Listing Rules at the time of the reconstruction.
(j) Participation in new issues
There are no participation rights or entitlements inherent in the Options and
holders will not be entitled to participate in new issues of capital offered to
Shareholders during the currency of the Options without exercising the Options.
(k) Change in exercise price
An Option does not confer the right to a change in Exercise Price or a change in
the number of underlying securities over which the Option can be exercised.
(l) Transferability
The Options are transferable subject to any restriction or escrow arrangements
imposed by ASX or under applicable Australian securities laws.
SCHEDULE 4 – TERMS AND CONDITIONS OF CANACCORD OPTIONS
The terms and conditions of the Canaccord Options are set out below:
(a) Each Canaccord Option entitles the holder to subscribe for a Share in Tawana
Resources NL at the exercise price.
(b) The Canaccord Options shall expire at 5pm EST on 12 April 2020 (Expiry Date).
(c) The Canaccord Options have the following exercise prices:
(i) 3,000,000 exercisable at $0.20;
(ii) 3,000,000 exercisable at $0.25; and
(iii) 3,000,000 exercisable at $0.30,
(together, the Exercise Price).
(d) The Canaccord Options are exercisable on and from the date of issue and
expire at 5pm EST on or before the Expiry Date. Any Canaccord Options not
exercised on or before the Expiry Date will automatically lapse.
(e) All Shares in Tawana Resources NL allotted on the exercise of Canaccord
Options will rank equally in all respects with the then existing Shares.
(f) The Canaccord Options are not transferable and it is not intended that
application will be made to ASX for quotation of the Canaccord Options.
Tawana Resources NL must apply for quotation of all Shares in Tawana
Resources NL allotted pursuant to the exercise of Canaccord Options not later
than 10 Business Days after the date of allotment.
(g) Holders may only participate in new issues of securities to holders of Shares in
Tawana Resources NL if the Canaccord Options have been exercised and
Shares allotted in respect of the Canaccord 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.
(h) There will be no change to the exercise price of the Canaccord Options or the
number of Shares over which the Canaccord 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).
(i) If there is a bonus issue (Bonus Issue) to the holders of Shares in Tawana
Resources NL, the number of Shares over which the Canaccord Options are
exercisable will be increased by the number of Shares which the holder would
have received if the Canaccord 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.
(j) If prior to the expiry date, there is a reorganisation of the issued capital of
Tawana Resources NL, the Canaccord Options are to be treated in the manner
set out in the ASX Listing Rules.
PROXY FORM
TAWANA RESOURCES NL
ACN 085 166 721
ANNUAL GENERAL MEETING
I/We
of:
being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:
Name:
OR: the Chairman of the Meeting as my/our proxy.
or failing the individual or body corporate named, or if no individual or body corporate is named, the
Chairman of the 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, and to the extent
permitted by law, as the proxy sees fit) at the Annual General Meeting of Tawana Resources NL to be
held at Quest West Perth, 54 Kings Park Road, West Perth, Western Australia on Tuesday, 23 May 2017 at
10:30am (WST) and at any adjournment or postponement of that Meeting.
Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we
have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our
proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1, 9
and 10 (except where I/we have indicated a different voting intention below) even though Resolutions
1, 9 and 10 are connected directly or indirectly with the remuneration of a member of key
management personnel, which includes the Chairman.
Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to
vote for or against or abstain from voting on Resolutions 1, 9 and 10 by marking the appropriate box below.
Voting on business of the Meeting FOR AGAINST ABSTAIN
Resolution 1 Adoption of Remuneration Report
Resolution 2 Re-Election of Director – Robert Benussi
Resolution 3 Election of Director – Mark Calderwood
Resolution 4 Approval of 10% Placement Capacity
Resolution 5 Ratification of Prior Issue – Acquisition Shares
Resolution 6 Ratification of Prior Issue – Lead Manager Shares
Resolution 7 Ratification of Prior Issue – Placement Options
Resolution 8 Ratification of Prior Issue – Canaccord Options
Resolution 9 Issue of Options to Related Party – Michael Naylor
Resolution 10 Issue of Options to Related Party – Robert Benussi
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that
Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional
circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX
announcement will be made.
If two proxies are being appointed, the proportion of voting rights this proxy represents is: %
Signature of Shareholder(s) This section must be completed
Individual or Shareholder 1 Shareholder 2 Shareholder 3
Sole Director/Company Secretary Director Director/Company Secretary
Date:
Contact name: Contact ph (daytime):
Consent for contact by e-mail
E-mail address: in relation to this Proxy Form: YES NO
Instructions for completing Proxy Form
1. (Appointing a proxy): A Shareholder entitled to attend and cast a vote at the Meeting is
entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a
Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a
second proxy to attend and vote on their behalf at the Meeting. However, where both
proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a
second proxy must be done on a separate copy of the Proxy Form. A Shareholder who
appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to
exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the
proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each
proxy may exercise one-half of the votes. Any fractions of votes resulting from the application
of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.
2. (Direction to vote): A Shareholder may direct a proxy how to vote by marking one of the
boxes opposite each item of business. The direction may specify the proportion or number of
votes that the proxy may exercise by writing the percentage or number of Shares next to the
box marked for the relevant item of business. Where a box is not marked the proxy may vote
as they choose subject to the relevant laws. Where more than one box is marked on an item
the vote will be invalid on that item.
3. (Signing instructions):
- (Individual): Where the holding is in one name, the Shareholder must sign.
- (Joint holding): Where the holding is in more than one name, all of the Shareholders
should sign.
- (Power of attorney): If you have not already provided the power of attorney with the
registry, please attach a certified photocopy of the power of attorney to this Proxy
Form when you return it.
- (Companies): Where the company has a sole director who is also the sole company
secretary, that person must sign. Where the company (pursuant to Section 204A of
the Corporations Act) does not have a company secretary, a sole director can also
sign alone. Otherwise, a director jointly with either another director or a company
secretary must sign. Please sign in the appropriate place to indicate the office held.
In addition, if a representative of a company is appointed pursuant to Section 250D
of the Corporations Act to attend the Meeting, the documentation evidencing such
appointment should be produced prior to admission to the Meeting. A form of a
certificate evidencing the appointment may be obtained from the Company.
4. (Attending the Meeting): Completion of a Proxy Form will not prevent individual Shareholders
from attending the Meeting in person if they wish. Where a Shareholder completes and
lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to
speak and vote for that Shareholder is suspended while the Shareholder is present at the
Meeting.
5. (Return of Proxy Form): To vote by proxy, please complete and sign the enclosed Proxy Form
and return by:
(b) ost to Tawana Resources NL, 288 Churchill Avenue, Subiaco WA 6008; for
(c) email to the Company at admin@tawana.com.au,
so that it is received not less than 48 hours prior to commencement of the Meeting.
Proxy Forms received later than this time will be invalid.
Date: 21/04/2017 01:38:00 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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