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Notice of 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 General Meeting
Instructions to vote on have been removed for SENS purposes. Please refer to Tawana’s website
Notice is given that the Meeting will be held at:
TIME: 10:30am (WST)
DATE: 6 June 2017
PLACE: 288 Churchill Avenue, Subiaco, Western Australia 6008
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 5:00pm (WST) on 29 May 2017.
05 May 2017
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
BUSINESS OF THE MEETING
AGENDA
1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – TRANCHE 1 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 35,900,000 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.
2. RESOLUTION 2 – ISSUE OF TRANCHE 2 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 7.1 and for all other purposes,
approval is given for the Company to issue up to 24,100,000 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 any
person who may participate in the proposed issue 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 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.
Dated: 28 April 2017
By order of the Board
Michael Naylor
Executive Director and Company Secretary
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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.
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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. BACKGROUND
On 27 April 2017, the Company announced it had received firm commitments to
raise $15,000,000 through the issue of 60,000,000 Shares at an issue price of $0.25
per Share (Placement).
An initial tranche of 35,900,000 Shares is expected to be issued on or around 8
May 2017 without prior Shareholder approval under the Company’s placement
capacity provided by ASX Listing Rule 7.1 (Tranche 1). A second tranche of
24,100,000 Shares is proposed to be issued subject to Shareholder approval
(Tranche 2).
2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – TRANCHE 1 SHARES
2.1 General
The Company intends to issue 35,900,000 Shares at an issue price of $0.25 per
Share to raise $8,975,000 pursuant to Tranche 1 of the Placement. Settlement is
expected to occur on or around 8 May 2017.
Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the
issue of the Shares under Tranche 1 of the Placement (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.
2.2 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 Ratification:
(a) 35,900,000 Shares are to be issued prior to the Meeting;
(b) the issue price will be $0.25 per Share;
(c) the Shares issued will be fully paid ordinary shares in the capital of the
Company issued on the same terms and conditions as the Company’s
existing Shares;
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(d) the Shares will be issued to Australian and overseas sophisticated
investors. None of these parties are related parties of the Company;
and
(e) the Company intends to use the funds raised from this issue for to
advance the Bald Hill Lithium and Tantalum Project in order to meet the
projected start of commissioning in late 2017 and working capital. In
particular, the funds will be used to complete resource drilling, ordering
long lead capital items, complete detailed design and commence
engineering on the DMS circuit, civil works, earthworks, mechanical and
electrical works, mobilisation of engineers, site establishment and
associated project works.
3. RESOLUTION 2 – ISSUE OF TRANCHE 2 SHARES
3.1 General
Resolution 2 seeks Shareholder approval for the issue of up to 24,100,000 Shares
at an issue price of $0.25 per Share to raise up to $6,025,000 (Tranche 2).
A summary of ASX Listing Rule 7.1 is set out in Section 2.1.
The effect of Resolution 2 will be to allow the Company to issue the Shares the
subject of Tranche 2 of the Placement during the period of 3 months after the
Meeting (or a longer period, if allowed by ASX), without using the Company’s
15% annual placement capacity.
3.2 Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following
information is provided in relation to Resolution 2:
(a) the maximum number of Shares to be issued is 24,100,000;
(b) the Shares will be issued no later than 3 months 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 Shares will occur on the same date;
(c) the issue price will be $0.25 per Share;
(d) the Shares will be issued to Australian and overseas sophisticated
investors. None of these subscribers are related parties of the Company;
(e) the Shares issued will be fully paid ordinary shares in the capital of the
Company issued on the same terms and conditions as the Company’s
existing Shares; and
(f) the Company intends to use the funds raised from this issue in the same
manner as set out in Section 2.2(e).
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GLOSSARY
$ means Australian dollars.
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.
Chair means the chair of the Meeting.
Company 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.
Explanatory Statement means the explanatory statement accompanying the Notice.
General Meeting or Meeting means the meeting convened by the Notice.
Notice or Notice of Meeting means this notice of meeting including the Explanatory
Statement and the Proxy Form.
Proxy Form means the proxy form accompanying the Notice.
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.
WST means Western Standard Time as observed in Perth, Western Australia.
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PROXY FORM
TAWANA RESOURCES NL
ACN 085 166 721
GENERAL MEETING
I/We
of:
being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:
Name:
OR: the Chair of the Meeting as my/our proxy.
or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in
accordance with the following directions, or, if no directions have been given, and subject to the
relevant laws as the proxy sees fit, at the Meeting to be held at 10:30am (WST), on 6 June 2017 at 288
Churchill Avenue, Subiaco, WA 6008 and at any adjournment thereof.
CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES
The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances
the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX
announcement will be made immediately disclosing the reasons for the change.
Voting on business of the Meeting FOR AGAINST ABSTAIN
Resolution 1 Ratification of prior issue – Tranche 1 Shares
Resolution 2 Issue of Tranche 2 Shares
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.
If two proxies are being appointed, the proportion of voting rights this proxy represents is: %
Signature of Shareholder(s):
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
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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:
(a) post to Tawana Resources NL, 288 Churchill Avenue, Subiaco WA 6008; or
(b) facsimile to the Company on +61 8 9287 4334; or
(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.
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Date: 05/05/2017 10:59:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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