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Demerger Update, Notice of Meeting and Prospectus
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”)
Demerger Update and Notice of Meeting & Prospectus
PLEASE NOTE: ALL GRAPHICS HAVE BEEN REMOVED FOR SENS PURPOSES. PLEASE REFER TO TAWANA
WEBSITE FOR THE COMPLETE ANNOUNCEMENT
Tawana Resources NL (ASX:TAW) (“Tawana”) is pleased to update shareholders on the proposed demerger
of Tawana’s non-core assets, as first announced to ASX on 22 March 2018 (“Demerger”).
The Demerger involves a capital reduction and distribution which will be satisfied by an in specie distribution
of 85% of the shares in Cowan Lithium Limited (“Cowan Lithium”). Cowan Lithium will hold all of the
interests in the Cowan Lithium Project, the Yallari Lithium Project, the Mofe Creek Iron Ore Project and
certain South African interests (“Projects”).
A General Meeting of shareholders will be held on Friday, 6 July 2018 (“Meeting”) at which shareholders will
be asked to approve the Demerger and associated resolutions.
Further details on the Demerger are provided in the attached Notice of Meeting, Explanatory Statement
and Short Form Prospectus (”Meeting Materials”). The Meeting Materials were lodged with ASIC today, 1
June 2018, and will be despatched to Tawana shareholders on 6 June 2018.
Key dates for the Demerger are outlined below.
Despatch of the Notice of Meeting and announcement on SENS Wednesday, 6 June 2018
Meeting to approve the Demerger 10.30am Friday, 6 July
2018
Tawana notifies ASX that Shareholders have approved the
Demerger and announced on SENS
Ex date for the capital reduction – the date on which trading on Wednesday, 11 July 2018
JSE commences without the entitlement to participate in the
distribution
Ex date for the capital reduction – the date on which trading on Thursday, 12 July 2018
ASX commences without the entitlement to participate in the
distribution
Record Date for capital reduction Friday, 13 July 2018
Completion of Demerger including in specie distribution of Wednesday, 18 July 2018
shares in Cowan Lithium to eligible Shareholders
Share certificates for shares in Cowan Lithium are posted to Monday, 23 July 2018
Cowan Lithium shareholders
The timetable above (other than the date of the Meeting) is indicative only, and may be changed at the discretion
of the Directors (subject to the Listing Rules), or as required by ASX. The full ASX timetable is set out in section 3.2
of the Notice of Meeting and further information for JSE shareholders is set out in section 3.11 of the Notice of
Meeting.
Tawana option holders wishing to participate in the Demerger will need to exercise their options in advance of the
Record Date.
The Tawana Board retains ultimate discretion as to whether to proceed with the proposed Demerger, even if the
Demerger is approved by shareholders. In the event shareholders do not approve the Demerger, Tawana will not
transfer its interest in the Projects to Cowan Lithium, the Demerger will not be effected, and Shareholders will not
receive any shares in Cowan Lithium.
Alexei Fedotov
Company Secretary
Tawana Resources NL
1 June 2018
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
TAWANA RESOURCES NL
ACN 085 166 721
NOTICE OF GENERAL MEETING
Notice is given that a General Meeting will be held at:
TIME: 10.30am WST
DATE: Friday, 6 July 2018
PLACE: BDO Australia, 38 Station Street, Subiaco, Western Australia
The business of the Meeting affects your shareholding and your vote is important.
This Notice of Meeting including the Explanatory Statement should be read in their
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 Wednesday, 4 July 2018.
SA Holders eligible to direct a vote in connection with the Meeting are those who are
recorded as having an entitlement as at 5.00pm (SAST) on Friday, 29 June 2018.
BUSINESS OF THE MEETING
AGENDA
1 RESOLUTION 1 – AUTHORISATION OF DISPOSAL OF PROJECTS
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 11.4 and for all other purposes,
Shareholders approve and authorise the Company to dispose of the
Projects to Cowan Lithium Limited pursuant to the Share Exchange
Agreement on the terms and conditions described in the Explanatory
Statement.”
Voting Exclusion Statement: The Company will disregard any votes cast in favour
of this Resolution by Cowan Lithium Limited or its 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.
2 RESOLUTION 2 – APPROVAL OF EQUAL CAPITAL REDUCTION
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as an ordinary resolution:
“That, subject to Resolutions 1 and 3 being passed, for the purposes of
section 256B and section 256C(1) of the Corporations Act, and for all other
purposes, approval is given for the Company to reduce its share capital by
the Company making a pro rata in specie distribution of 85% of the market
value of the share capital of Cowan Lithium Limited less a Demerger
Distribution (if any) to Shareholders on the basis of 1 Cowan Share for every
11.1 Shares held at the Record Date on the terms and conditions set out in
the Explanatory Statement.”
3 RESOLUTION 3 – AMENDMENT TO CONSTITUTION
To consider and, if thought fit, to pass, with or without amendment, the following
resolution as a special resolution:
“That for the purposes of article section 136(2) of the Corporations Act and
for all other purposes, the constitution of the Company is amended by
inserting the following immediately after the existing clause 20.8:
20.9 Power to reduce capital
The Company may return capital by a reduction of capital in
any manner, including by distributing securities (including shares)
of any other body corporate to Shareholders.”
20.10 Distribution of specific assets
Where the Company reduces its share capital by way of a
distribution of shares or other securities in another body corporate:
(a) the Shareholders are deemed to have agreed to become
members of that body corporate and are bound by the
constitution of that body corporate;
(b) each Shareholder appoints the Company or any of the
Directors as its agent to execute any transfer of shares or
other securities, or other document required to give effect to
the distribution of shares or other securities to that
Shareholder; and
(c) any binding instruction or notification between the
Shareholder and the Company (including any instructions
relating to payment of dividends or to communications from
the Company) will be deemed to be a similarly binding
instruction or notification to the other body corporate until
that instruction or notification is revoked or amended in
writing addressed to the other body corporate (to the
maximum extent permitted under Australian law, or the other
body corporate’s constitution).”
20.11 Ancillary powers regarding distributions
Instead of making a distribution or issue of specific assets, shares,
debentures or other securities to a particular Shareholder, the
Directors may make a cash payment to that Shareholder, or
allocate some or all of the assets, shares, debentures or other
securities to a trustee or nominee to be sold (at the Shareholders’ risk
and expense, including as to brokerage and withholding tax) on
behalf of, and for the benefit of, or in respect of, that Shareholder, if:
(a) the distribution or issue would otherwise be illegal or unlawful;
(b) the distribution or issue would give rise to parcels of securities
which do not constitute a Marketable Parcel;
(c) in the Directors’ discretion, the distribution or issue would be
unreasonable having regard to:
(i) the number of Shareholders in the place where the
distribution or issue would be made; and/or
(ii) the number and value of securities that would be
offered; and/or
(iii) the cost of complying with the legal requirements,
and requirements of a regulatory authority, in the
place; or
(d) the Shareholder so agrees.”
Dated: 1 June 2018
By order of the Board
Alexei Fedotov
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.
Please follow the instructions on the Proxy Form if you wish to appoint a proxy.
Where the name of the proxy is not specified, the Chair will be appointed as the
Shareholder’s proxy.
A Shareholder may direct their proxy how to vote by marking the relevant box next to each
Resolution in the Proxy Form (that is, ‘for’, ‘against’ or ‘abstain’). Shareholders are
encouraged to direct their proxy how to vote. If a Shareholder does not mark a voting box
in respect of a Resolution, their proxy can vote or abstain as they choose, subject to any
voting exclusions that apply to the proxy.
Proxy Forms must be received by no later than 10.30am (WST) Wednesday, 4 July 2018. Proxy
Forms received after this time will not be effective. Please follow the instructions on the Proxy
Form for lodgement.
Forms of proxy to be delivered or given by Certificated SA Holders must be delivered by no
later than 10.30am (SAST) Wednesday, 4 July 2018. Forms of proxy delivered by Certificated
SA Holders after this time will not be effective.
Jointly held shares
Where shares are held jointly and more than one joint holder votes (either personally or by proxy,
attorney or representative) in respect of a Resolution, the vote of the holder named first in the
Register of Members will be accepted to the exclusion of the votes of other joint holders.
Appointing an attorney
A Shareholder may appoint an attorney to act on their behalf at the Meeting. If you wish to
appoint an attorney, such appointment must be made by a duly executed power of
attorney. If the power of attorney has not previously been provided to the Company or its
share registry, Computershare, a copy must be provided before the Meeting.
Body corporates
Where a Shareholder is a body corporate or a body corporate is appointed as proxy, the
body corporate will need to ensure that:
- it appoints an individual as its corporate representative in accordance with section
250D of the Corporations Act to exercise its powers at the Meeting. A “Certificate of
Appointment of Corporate Representative” signed in accordance with section 127
of the Corporations Act or by a duly appointed attorney can be used for this
purpose. A copy of the certificate is available from the Share Registry
- the instrument appointing the corporate representative must be provided to the
Company or its share registry, Computershare, before the Meeting.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to
contact the Company 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 OVERVIEW OF DISPOSAL OF INTEREST IN THE PROJECTS AND IN SPECIE DISTRIBUTION
1.1 Background to the Demerger
Tawana owns the following assets (collectively the Projects):
(a) 100% of the Cowan Lithium Project comprising exploration licences
E15/1205, E15/1377, E15/1446, E15/1502, E15/1503, E28/2702 and
miscellaneous licence application L15/379 (Cowan Project), which Tawana
holds through its wholly owned subsidiary, Mount Belches;
(b) 100% of the Yallari Lithium Project comprising exploration licences E15/1401
(application) and E15/1526 (Yallari Project), which Tawana holds through its
wholly owned subsidiary, Mount Belches;
(c) 100% of the Mofe Creek Iron Ore Project in Liberia comprising mineral
exploration licences MEL 12029 and MEL 1223/14 (Mofe Creek Project)
which Tawana holds through its wholly owned subsidiaries, Tawana Liberia
and Kenema-Man; and
(d) a 26% interest in Rakana Consolidated, which itself holds a 26% interest in
the Avontuur Manganese Project in South Africa (South Africa Asset).
Tawana is focussed on its flagship Bald Hill Lithium Project, which recently
commenced production. It is apparent to the Board of Tawana that the value of
the Projects may be better recognised by the market by demerging them from
Tawana to a new standalone exploration company. Accordingly, the Board
announced its intention to effect a demerger of an 85% interest in the Projects into
a newly incorporated public entity, Cowan Lithium, on Thursday, 22 March 2018,
and the Notice of Meeting and this Explanatory Statement is issued to give effect
to that intention.
The Board is proposing the Demerger with a view to delivering the following
benefits to Shareholders:
(i) Whilst they continue to be held by Tawana, the Projects are unlikely to
garner the appropriate management focus and budgetary allocation
which they warrant and require for advancement in the short term.
Following the proposed Demerger, and subject to the availability of
funding, Cowan Lithium will be better placed to advance these Projects
with a view to unlocking value for Shareholders.
(ii) The underlying value of the Projects can be unlocked over time, initially
benefitting from the low overheads associated with an unlisted structure
and thereafter with the benefits of capital raised for the purpose of
advancing the Projects.
(iii) Following the Demerger, Tawana will be free to pursue new business
opportunities, in addition to continuing its focus on the Bald Hill Lithium
Project.
In addition, on Thursday, 5 April 2018, Tawana announced a proposal to merge
with Alliance Mineral Assets Limited (Alliance) by way of a scheme of arrangement
(Alliance Merger). The consideration payable under the Alliance Merger has been
determined in a manner that does not ascribe any value to the Projects. In order
for Shareholders to retain the exclusive benefit of the Projects (rather than have
their collective interest in the Projects diluted by approximately 50% pursuant to the
Alliance Merger), it is necessary to give effect to the Demerger prior to the
implementation of the Alliance Merger (as is currently intended), however, these
are independent transactions and will be voted on separately
To effect the Demerger, Tawana has incorporated a new subsidiary, Cowan
Lithium. Subject to Shareholders approving Resolutions 1, 2 and 3 and the Board
making a final determination to proceed with the Demerger, 100% of Tawana’s
shareholding interests in Mount Belches, Kenema-Man and Rakana Consolidated
(Demerger Entities) will be transferred to Cowan Lithium in return for the issue of
Cowan Shares to Tawana. This will have the effect of delivering 100% of Tawana’s
interests in the Projects to Cowan Lithium. Tawana will then distribute 85% of all
Cowan Shares on issue to Eligible Shareholders on a 1 for 11.1 basis (as an in specie
distribution).
1.2 Cowan Project
The Cowan Project is located 50km south east of Kambalda, Western Australia and
approximately 75km south east of the Mt Marion lithium project currently jointly-
owned by Neometals Ltd, Mineral Resources Limited, Ganfeng Lithium Co., Ltd and
others.
The Cowan Project covers a 26km strike of two belts containing rare element
Lithium-Caesium-Tantalum (LCT) pegmatites. About 10km of the Mt Belches – Bald
Hill belt and a significant portion of the Claypan Dam – Madoonia Belt is covered
by the Cowan Project area.
Prior exploration at the Cowan Project focused on tantalum and tin and was
limited to wide-spaced shallow RAB drilling, rock chip sampling, shallow
auger/vacuum drilling and soil sampling, and RC drilling. Prior production within
the Cowan Project comprised small amounts of lithium and tin.
Further information in respect of the Cowan Project is set out in Schedule 1.
1.3 Yallari Project
The Yallari Project is located 25km southeast of Coolgardie and about 6km west of
the Mt Marion lithium project. The project area covers portions of the greenstone
sequence that hosts the Mt Marion and Londonderry pegmatite fields. Numerous
pegmatites have been mapped by nickel and base metal explorers however
there are no records on the rare element content of the pegmatites. Based on
their mineralogy, these pegmatites are probably derived from a peraluminous and
possible ‘fertile’ granite.
Sampling is required to define the pegmatite type(s) and their potential for
mineralisation of the Yallari Project. Based on the currently known pegmatite
mineralogy the most prospective area for lithium enriched pegmatites will be
further from the Mt Marion pegmatite group source granite.
Further information in respect of the Yallari Project is set out in Schedule 2.
1.4 Mofe Creek Project
The Company, through its wholly owned subsidiaries, Kenema-Man and Tawana
Liberia, has a 100% beneficial interest in mineral exploration licences MEL 12029
and MEL 1223/14 which comprise the Mofe Creek Project. The Mofe Creek Project
is located in Liberia, approximately 20km from the coast and 85km from the capital
city Monrovia. The Mofe Creek Project covers an area of 475km2, and is considered
highly prospective for iron ore.
On 31 March 2014, Tawana announced a maiden mineral resource estimate of
61.9 million tonnes at an in-situ iron ore grade of 33% Fe which included an
indicated mineral resource of 16.2 million tonnes at 35.4% Fe and the remaining
45.7 million tonnes classified as inferred mineral resource.1
The Company has undertaken minimal exploration work at the Mofe Creek Project
since declaring the maiden mineral resource, pending the response to the Mineral
Development Agreement in relation to mineral exploration licence MEL 12029
(MDA) which is currently under review by Liberia’s Ministerial Concessions
Committee. Tawana received the first draft of the MDA on 7 September 2016. At
the time of this Explanatory Statement, the MDA review process remains on foot
but is not currently progressing for a variety of reasons. If the MDA review process is
terminated without an alternate arrangement being made with the Liberian
government authorities, mineral exploration licence MEL 12029 would be at risk of
forfeiture.
In relation to mineral exploration licence MEL 1223/14, the Company has recently
been notified by the Liberian Ministry of Mines and Energy of certain deficiencies in
relation to work programs, budgets and reporting. Tawana is exploring ways to
rectify these deficiencies (including obtaining waivers given the contribution of
force majeure type events), but if the government does not accept Tawana’s
submissions then mineral exploration licence MEL 1223/14 will be at risk of forfeiture.
On Friday, 11 May 2018, Tawana, Cowan Lithium and others entered into the Mofe
Creek Option Agreement. If the option contemplated in that agreement is
exercised, and completion under the resulting sale agreement occurs, Cowan
Lithium will dispose of its interests in the Mofe Creek Project in exchange for the
monetary and royalty consideration described in Section 1.6 under the heading
“Mofe Creek Option Agreement”.
Shareholders should be aware that there is no guarantee that the Mofe Creek
Project will be sold in accordance with the Mofe Creek Option Agreement.
However, Shareholders must take into account the possibility that the future
exposure of Cowan Lithium to the risks and rewards of the Mofe Creek Project will
be limited to those contemplated in sale documentation that may be entered into
pursuant to the Mofe Creek Option Agreement.
Further information in respect of the Mofe Creek Project is set out in Schedule 3.
1 See Tawana ASX announcement dated 31 March 2014 for a detailed description of the maiden mineral resource
estimate. For more information on the Resource estimate, refer to ASX announcement dated 31 March 2014.
Tawana Resources is not aware of any new information or data that materially affects the information included in
the said announcement.
1.5 South Africa Asset
Tawana owns 26% of the shares in Rakana Consolidated with the remaining 74%
being owned by Seven Falls Trading 155 (Proprietary) Limited. In turn, Rakana
Consolidated has a 26% interest in a joint arrangement with Aquila Steel (South
Africa) (Proprietary) Limited in the Avontuur Manganese Project in South Africa.
The Avontuur Manganese Project is the subject of South African Court proceedings
which, depending on the outcome, may result in Rakana Consolidated’s interest in
the Avontuur Manganese Project being impaired and potentially rendered
valueless.
The Rakana Consolidated and Aquila Steel (South Africa) (Proprietary) Limited joint
arrangement also recently entered into an agreement to sell their interests in the
Thabazimbi Iron Ore Project, in consideration for an immaterial cash payment and
a right to deferred consideration in the nature of a royalty.
1.6 Agreements
Share Exchange Agreement
The Company has entered into the Share Exchange Agreement dated 11 May
2018. The Share Exchange Agreement provides that, subject to Shareholder
approval of the Resolutions and the Board making a final determination to
proceed with the Demerger, Tawana will:
(a) sell to Cowan Lithium 100% of the shares Tawana holds in each of the
Demerger Entities; and
(b) pay $750,000 to Cowan Lithium,
in consideration for which Cowan Lithium will issue a to-be-determined number of
shares in Cowan Lithium to Tawana (or its nominee).
On completion under the Share Exchange Agreement (but following the transfer of
the shares in the Demerger Entities to Cowan Lithium), Tawana intends to direct
that 85% of the Cowan Shares to which it is entitled under the Share Exchange
Agreement be issued directly to Eligible Shareholders, by way of an in specie
distribution in satisfaction of the capital reduction and Demerger Distribution (if
any).
Under the Share Exchange Agreement, Cowan Lithium has agreed to indemnify
Tawana against any liability incurred in relation to the Projects and Tawana has
agreed to indemnify Cowan Lithium against any liability incurred in relation to all
projects, assets and business owned, operated or conducted by Tawana, other
than the Projects.
A diagram showing the corporate structure of the Tawana Group and Cowan
Group both pre and post completion under the Share Exchange Agreement and
the Demerger is set out in Schedule 5.
Under the Share Exchange Agreement, Tawana is also given the right to:
- participate in issues of securities in Cowan Lithium, with a view to Tawana
maintaining its shareholding interest in Cowan Lithium; and
- appoint a nominee to the Cowan Board,
for so long as Tawana holds at least 10% of the issued share capital in Cowan
Lithium.
Services Agreement
The Company has also entered into the Services Agreement dated 11 May 2018.
The Services Agreement outlines the transitional services that Tawana will provide
to Cowan Lithium for a 6 month period (or potentially longer if the parties agree)
after the Demerger becomes effective.
The services to be provided by Tawana include:
(a) a non-exclusive licence to access and use the office space at Level 3, 20
Parkland Road, Osborne Park, Western Australia;
(b) geological services; and
(c) corporate support, including reception, secretarial and office
administration support.
Cowan Lithium will pay Tawana the sum of A$1,500 per month for the office
licence plus the amount of any outgoings directly attributable to Cowan Lithium.
Cowan Lithium will pay Tawana for the geological and corporate services at cost
plus 15% (plus GST).
Access Deed
Mount Belches (which will be a wholly owned subsidiary of Cowan Lithium following
the Demerger) and Lithco (a wholly owned subsidiary of Tawana, but acting in its
capacity as manager of the Bald Hill Joint Venture) have entered into an Access
Deed dated 11 May 2018. The Access Deed provides that Mount Belches grants to
Lithco an irrevocable licence for Lithco to access the land the subject of
Exploration Licence 15/1502, Exploration Licence 15/1503 and miscellaneous
licence application 15/379 to search for and extract water for its Bald Hill lithium
and tantalum operations.
Mofe Creek Option Agreement
Tawana, Cowan Lithium, Kenema-Man, Tawana Liberia Inc and Al Rawda
Resources Limited (Registration No. 143 433) (ARRL) have entered into a heads of
agreement dated 11 May 2018 under which ARRL will pay to Cowan Lithium a total
of $500,000, reimbursement of tenement expenditure during the option period and
a 1.25% royalty on the FOB value of iron ore product shipped from MEL12029 and
MEL1223/14 to acquire 100% of the issued shares in Tawana Liberia Inc (Mofe Creek
Option). ARRL must exercise the Mofe Creek Option on or before Friday, 9
November 2018 or it will lapse.
ARRL will pay the purchase price of $500,000 as follows:
(a) $20,000 to acquire the Mofe Creek Option, which is non-refundable if the
Mofe Creek Option lapses;
(b) if the Mofe Creek Option is exercised, ARRL will pay $230,000 upon the
transfer of the shares in Tawana Liberia Inc; and
(c) if the Mofe Creek Option is exercised, ARRL will pay $250,000 on the earlier
of 18 months after satisfaction of the conditions precedent and the date on
which Tawana Liberia Inc enters into a Mineral Development Agreement.
In order to give effect to the exercise of the Mofe Creek Option, the parties are
required to enter into good faith negotiations in respect of the terms of the sale
documentation.
1.7 ATO Ruling
Tawana has sought a class ruling from the ATO on behalf of Shareholders to
confirm the taxation outcomes of the Demerger for them (the ATO Ruling). This has
included seeking confirmation from the ATO as to what component of the
distribution of Cowan Shares to Shareholders is to be treated as a demerger
dividend (if any) for tax purposes, and therefore not assessable income of Tawana
Shareholders, and what component will be treated as a Capital Reduction
Amount, which will not constitute a taxable dividend to Tawana Shareholders.
The method to be applied by the Board to determine the Capital Reduction
Amount of the distribution of the Cowan Shares will be in accordance with the ATO
Ruling, which Tawana considers should be based on the market value of the
Cowan Shares and the Tawana Share price shortly after the Demerger. As those
values are not able to be determined now it is not possible to specify in this Notice
of Meeting the exact proportion of the distribution on Cowan Shares that will occur
by way of capital reduction and what portion by demerger dividend, if any, for tax
purposes.
For the avoidance of doubt, Tawana may proceed with the Demerger
notwithstanding that an ATO Ruling is not obtained, or is obtained on terms that
the Tawana Board does not consider favourable.
1.8 Cowan Lithium
Cowan Lithium is a public unlisted company incorporated on Friday, 23 March
2018 in Western Australia for the specific purpose of holding the Projects.
Following completion of the Demerger, the Demerger Entities will be 100%
subsidiaries of Cowan Lithium (other than Rakana Consolidated in which Cowan
Lithium will have a 26% shareholding) and will comprise the only assets of Cowan
Lithium.
Each of the companies in the Cowan Group has been funded by Tawana and
currently have no cash. Following completion of the Demerger, Cowan Lithium will
have $750,000 in cash pursuant to the terms of the Share Exchange Agreement.
Please refer to Schedules 4 and 5, which set out the financial and ownership
structure of Cowan Lithium pre and post Demerger.
Given Cowan Lithium will not be listed on the ASX immediately following the
Demerger, ongoing disclosure of information to shareholders will mostly be by
shareholder updates communicated directly to shareholders, and by statutory
returns. If and when Cowan Lithium is admitted to the ASX, Cowan Lithium will be
subject to the ASX disclosure requirements.
In due course, Cowan Lithium intends to replicate Tawana’s corporate
governance arrangements to the extent appropriate for a non-listed entity.
1.9 Advantages and disadvantages of the Demerger
The Directors are of the view that the following non-exhaustive list of advantages
and disadvantages may be relevant to a Shareholder’s decision on how to vote
on Resolutions 1, 2 and 3:
Advantages
(a) Shareholders will retain their current shareholding in Tawana and be entitled
to the consideration under the Alliance Merger (if approved), and (other
than Overseas Shareholders – refer to Section 3.10) also receive a
proportional shareholding in Cowan Lithium with a fair value of 0.95 cents
per Tawana Share held (if no Options are exercised) in circumstances
where the Alliance Merger ascribes no value to 85% of Cowan Lithium or
the Projects.
(b) Tawana will be free to pursue new business opportunities, in addition to
continuing its focus on the Bald Hill Lithium Project, without diluting
Shareholder’s interests in the Projects.
(c) Whilst they continue to be held by Tawana, the Projects are unlikely to
garner the appropriate management focus and budgetary allocation
which they warrant and require for advancement in the short term.
Following the proposed Demerger, and subject to the availability of
funding, Cowan Lithium will be better placed to advance these Projects
with a view to unlocking value for Shareholders.
(d) The underlying value of the Projects can be unlocked over time initially
benefitting from the low overheads associated with an unlisted structure
and thereafter with the benefits of capital raised for the purpose of
advancing the Projects.
Disadvantages
(a) For so long as Cowan Lithium is an unlisted company, there will not be a
liquid market for Cowan Shares and will therefore not be readily tradeable.
Whilst every effort will be made to unlock the value of the Projects and
establish liquidity in the Cowan Shares (likely through an ASX listing in due
course), there is no guarantee that this will be achieved.
(b) Although Cowan Lithium intends to provide regular shareholder updates,
for so long as Cowan Lithium is not listed on ASX it will not be subject to ASX
continuous disclosure rules.
(c) Cowan Lithium will have limited cash available to it for the advancement of
the Projects. Unless alternate arrangements can be achieved (eg. farm-out
or joint venture), Cowan Lithium will need to obtain adequate funding to
continue its stated business objectives and exploration programs, which
may not be achieved.
1.10 Future of the Company following completion of the Demerger
Following completion of the Demerger, the Company will continue to pursue
development of its flagship Bald Hill Project (which it owns as to 50%, and operates)
and otherwise continue to implement the Alliance Merger. As disclosed in the
Company’s announcement dated 5 April 2018, the Alliance Merger will result in
Tawana becoming a wholly-owned subsidiary of Alliance with Alliance
shareholders holding 51% of the merged group and Shareholders holding 49% of
the merged group, with the merged group collectively owning 100% of the Bald Hill
Project.
There are no changes proposed to the Board of the Company as a result of the
Demerger.
Tawana will retain a 15% shareholding in Cowan Lithium upon completion of the
Demerger, and will have a right to maintain this percentage shareholding under
the terms of, but subject to, the Share Exchange Agreement.
The Board considers it appropriate and beneficial to retain a 15% interest in Cowan
Lithium, including for the following reasons:
- Given the proximity of Cowan Lithium’s lithium tenements to the Bald Hill
Project, Tawana wishes to retain a strategic exploration and corporate
relationship with Cowan Lithium and maintain an economic exposure to the
Projects;
- Tawana’s shareholding will allow it to have representation on Cowan
Lithium’s Board and have the ability to maintain its 15% shareholding level in
future capital raisings; and
- Tawana’s proposed 15% shareholding has been taken into consideration in
calculating the commercial terms for the Alliance Merger.
1.11 Future of the Company if the Demerger is not approved
In the event Shareholders do not approve the Demerger, the Company will not
transfer its interest in the Projects to Cowan Lithium and the Demerger will not be
effected. Shareholders will not receive any Cowan Shares.
If the Alliance Merger proceeds but the Demerger is not approved, Shareholders
will become shareholders in Alliance in accordance with the terms of the Alliance
Merger and no value for the Projects will have been released exclusively for the
benefit of Shareholders. Instead, the collective interest of Shareholders in the
Projects will be diluted by approximately 51% without the consideration under the
Alliance Merger having attributed any value to the Projects.
1.12 Future of Cowan Lithium if the Demerger is approved, including ASX listing
Following completion of the Demerger, ongoing activities of Cowan Lithium will be
to:
(a) continue to develop the Projects, subject to any corporate, divestment or
co-funding opportunities involving the Projects that the Cowan Board
considers deliver better value (for example, the transaction contemplated
in the Mofe Creek Option Agreement);
(b) pursue other opportunities in the resources sector including pursuing any
acquisition opportunities that may arise; and
(c) raise capital and pursue a listing on the ASX.
Although the Demerger is not contingent on an ASX listing, the Cowan Board is
proposing to pursue an ASX listing in the near term following completion of the
Demerger, with a view to raising the capital it will need to pursue its objectives.
Please refer to Section 2.2 for the potential parameters and impact of the ASX
listing.
1.13 Voting intentions
The following Shareholders currently holding approximately 184.4 million Shares
(representing approximately 33% of all Shares) have confirmed to Tawana their
intention to vote in favour of the Demerger all of the Shares held by them at the
time of the General Meeting, in the absence of a superior proposal:
(a) Merriwee Pty Ltd – 30,900,000 Shares (as at 21 May 2018);
(b) Tribeca Global Natural Resources Fund – 41,731,903 Shares (as at 5 April
2018);
(c) Weier Antriebe und Energietechnik GmbH – 76,167,857 Shares (as at 17 April
2018);
(d) Corporate & Resource Consultants Pty Ltd – 13,721,696 (as at 5 April 2018);
and
(e) Mark Calderwood – 21,880,000 Shares (as at 5 April 2018).
1.14 Directors' recommendation
After considering all relevant factors including voting intentions summarised in
Section 1.13, subject to Section 1.15, the Directors unanimously recommend the
Shareholders vote in favour of Resolutions 1, 2 and 3 for the following reasons:
(a) after a full and proper assessment of all available information they believe
that the proposed Demerger of the Projects is in the best interests of the
Shareholders and the Company;
(b) in the opinion of the Directors, the advantages of the Demerger outweigh
its disadvantages as set out in Section 1.9; and
(c) the Directors are satisfied that the Demerger is the best option available to
realise the value of the Projects in the current circumstances, taking
account of the lack of value ascribed to the Projects as part of the
proposed Alliance Merger.
1.15 The Board retains ultimate discretion whether to proceed with the Demerger
The Board retains discretion whether to proceed with the proposed Demerger.
Even if the Shareholders approve Resolutions 1, 2 and 3, the Board may still resolve
not to proceed with the Demerger should market conditions and other factors
impacting on the Demerger (including whether or not the ATO grants the ATO
Rulings) cause the Directors to believe that proceeding with the Demerger would
not be in the best interests of Shareholders.
2 RESOLUTION 1 – AUTHORISATION OF DISPOSAL OF PROJECTS
2.1 Overview
As detailed in Section 1, the Company is proposing to dispose of a collective 85%
interest in the Projects to Shareholders via the Demerger. Resolution 1 seeks
Shareholder approval of the disposal of the Projects for the purposes of Listing Rule
11.4.
Listing Rule 11.4 provides that a company may not dispose of a major asset without
the approval of shareholders if, at the time of the disposal, it is aware that the
person acquiring the asset intends to issue securities with a view to becoming listed.
The disposal of a major asset requires the approval by way of an ordinary resolution
of shareholders.
Tawana does not necessarily consider that the Projects (individually or collectively)
constitute ‘major assets’ for the purposes of Listing Rule 11.4. However, for the
purposes of good corporate governance, the Company has decided to seek
Shareholder approval of the disposal of the Projects in any event due to the
likelihood of Cowan Lithium seeking a listing on the ASX in the near term following
completion of the Demerger.
Refer to Section 1 for further information on the proposed disposal of the Projects
via the Demerger.
Resolution 1 is an ordinary resolution.
2.2 Impact of an ASX listing
If Cowan Lithium pursues an ASX listing following completion of the Demerger, it will
also raise capital through an initial public offering on the ASX (IPO).
Cowan Lithium has not yet determined what the parameters of any potential IPO
would be, but it is expected that it will have the following features:
(a) there will be no IPO participation priority afforded to Shareholders (in their
capacity as either shareholders in Tawana or in Cowan Lithium), but
Shareholders will have an opportunity to participate in the IPO along with all
other investors;
(b) the price of Cowan Shares issued in the IPO will be $0.20; and
(c) the IPO will seek to raise no more than $10 million.
The table below sets out the impact of the IPO on Cowan Lithium’s capital
structure, and the level of dilution of Cowan Shareholders, if the Company raises $5
million or $10 million at $0.20 per share in the IPO (assuming no Options are
exercised and no Cowan Lithium shareholders (other than Tawana) participate in
the IPO).
$5m IPO at $0.20 % $10m IPO at $0.20 %
Balance prior to the IPO
- Tawana 9,064,920 15% 9,064,920 15%
- Shareholders
85% 85%
(collectively) 51,367,879 51,367,879
Balance following the IPO
- Tawana 12,814,920 1 15% 16,564,920 1 15%
- Shareholders
51,367,879 60% 51,367,879 47%
(collectively)
- New shareholders
21,250,000 25% 42,500,000 38%
(collectively)
TOTAL 85,432,799 100% 110,432,799 100%
1 Assuming Tawana maintains its 15% shareholding interest, which it is entitled to do under the
terms of the Share Exchange Agreement.
Shareholders should take into account these IPO parameters, and the dilutionary
impact on their proposed shareholdings in Cowan Lithium, when deciding how to
vote on Resolution 1 and whether to approve the disposal of the Projects to
Cowan Lithium for the purposes of ASX Listing Rule 11.4.
Shareholders (and investors generally) should be aware that the commentary
above regarding a possible IPO and ASX listing does not constitute an offer of
Cowan Lithium securities, and any such offering will be the subject of a disclosure
document to be made available when the securities are so offered. Anyone
wishing to acquire shares in the potential IPO will need to complete an application
form that will accompany the requisite disclosure document.
3 RESOLUTION 2 – APPROVAL OF EQUAL REDUCTION IN CAPITAL
3.1 General
As detailed in Section 1.6 above, the Company and Cowan Lithium have entered
into the Share Exchange Agreement pursuant to which, subject to Shareholders
approving Resolutions 1, 2 and 3 and the Tawana Board making a final
determination to give effect to the Demerger, the Company will transfer all of the
shares in the Demerger Entities held by Tawana and pay $750,000 in cash to
Cowan Lithium in exchange for Cowan Lithium issuing Cowan Shares to the
Company.
On completion under the Share Exchange Agreement, and following the transfer
of the shares in the Demerger Entities to Cowan Lithium, the Company will direct
Cowan Lithium to issue a certain number of the Cowan Shares by way of
consideration directly to the Eligible Shareholders. Accordingly, following
Shareholders approving Resolutions 1, 2 and 3 and the other conditions to the
Share Exchange Agreement being satisfied, the Company will transfer its interest in
the Demerger Entities to Cowan Lithium and the Company will arrange for the
distribution of the appropriate number of Cowan Shares to the Shareholders
(collectively comprising an 85% interest in Cowan Lithium) pursuant to an equal
reduction of capital. In addition to the capital reduction, the Demerger may also
consist of a Demerger Distribution component.
Each of the Company’s Eligible Shareholders will receive 1 Cowan Share for every
11.1 Shares held on the Record Date (with fractional entitlements to be rounded
down to the nearest whole Cowan Share).
The proposed Demerger will deliver to Shareholders (as at the Record Date) 85% of
the issued capital of Cowan Lithium, which in turn will own the Projects. Tawana
will retain the remaining 15% of the issued capital of Cowan Lithium.
Relevant general information in respect of the Demerger is set out in Section 1. In
addition, the following specific information is provided.
3.2 Timetable
The anticipated timetable for the capital reduction and in specie distribution is set
out below (assuming a draft ruling from ATO is received prior to the Meeting).
If you are an SA Holder, please also refer to the information set out in Section 3.11.
Despatch of this Notice of Meeting and announcement on SENS Wednesday, 6
June 2018
Proxy Forms must be submitted by registered Shareholders 10.30am
Wednesday, 4
July 2018
Meeting to approve disposal of the Projects, the capital reduction Friday, 6 July
and the constitutional amendment at 10:30 (WST) 2018
Company notifies ASX that Shareholders have approved the
Resolutions and announced on SENS
The following dates are indicative only and will depend on the timing of the
satisfaction of the conditions precedent to the Share Exchange Agreement,
including the Board making a final determination to proceed with the Demerger.
Ex date for the capital reduction – the date on which trading on Wednesday, 11
JSE commences without the entitlement to participate in the July 2018
distribution
Ex date for the capital reduction – the date on which Shares Thursday, 12
commence trading on ASX without the entitlement to participate July 2018
in the distribution
Record Date for capital reduction for both ASX and JSE Friday, 13 July
2018
Completion of Demerger including in specie distribution of Cowan Wednesday, 18
Shares to Eligible Shareholders July 2018
Share certificates for Cowan Shares are posted to Eligible Monday, 23
Shareholders July 2018
The timetable above (other than the date of the Meeting) is indicative only, and
may be changed at the discretion of the Directors (subject to the Listing Rules) or
as required by ASX.
Tawana will notify Option holders following the Demerger, and once it receives the
ATO Ruling, of any adjustments to the exercise price of Options as a result of the
Demerger.
3.3 Cowan Shares not immediately listed on ASX
Cowan Lithium is an unlisted Australian public company. The Cowan Shares will
not be listed on the ASX or any other securities exchange at the time of the
distribution to Eligible Shareholders.
In the near term, following the distribution of Cowan Shares to Eligible Shareholders,
Cowan Lithium is proposing to pursue a capital raising with a view to listing on the
ASX. There is no guarantee that this proposal will be successful. Please refer to
Section 2.2 for the potential parameters and impact of an ASX listing.
3.4 Requirements under section 256B and section 256C of the Corporations Act
The in specie distribution of Cowan Shares to Eligible Shareholders by way of
capital reduction is an equal reduction of capital under the Corporations Act and
(if so determined) partly by way of Demerger Distribution. Under section 256C of
the Corporations Act, an equal reduction must be approved by an ordinary
resolution passed at a general meeting of the Company.
Section 256B of the Corporations Act provides that the Company may only reduce
its share capital if the reduction:
(a) is fair and reasonable to the Shareholders as a whole;
(b) does not materially prejudice the Company’s ability to pay its creditors; and
(c) is approved by Shareholders under section 256C of the Corporations Act.
For the reasons set out in this Explanatory Statement, the Directors are of the view
that the proposed capital reduction is fair and reasonable to Shareholders and
that the reduction of capital will not prejudice the Company’s ability to pay its
creditors.
3.5 The effect of the proposed equal reduction of capital on the Company
A pro forma balance sheet of the Company as at 31 December 2017 is contained
in Schedule 4 which shows the financial impact of the capital reduction on the
Company (assuming that no further Shares are issued other than the Placement
and Conditional Placement).
3.6 The effect of the proposed equal reduction of capital on Shareholders
85% of all issued Cowan Shares will be distributed to Eligible Shareholders on a pro-
rata basis, with fractional entitlements to be rounded down to the nearest whole
Cowan Share. Eligible Shareholders will not be required to pay any additional
consideration for the Cowan Shares. The terms of the capital reduction are the
same for each Eligible Shareholder (subject to Section 3.10).
As at the date of this Notice of Meeting, the Company has 557,988,335 Shares and
26,596,940 Options on issue. As at the date of the Meeting, it is anticipated that
there will be 570,183,457 Shares on issue following the proposed issue of 12,195,122
Shares to be issued as part of the $5,000,000 conditional placement announced to
ASX on Thursday, 5 April 2018 (Conditional Placement).
Excluding any Shares issued on the exercise of Options, no additional Shares will be
issued as a result of the Demerger.
The Directors propose to distribute 1 Cowan Share for every 11.1 Shares held by
Shareholders on the Record Date. Therefore, the number of Cowan Shares
distributed will depend on the number of Shares on issue as at the Record Date.
Assuming that the Conditional Placement completes and:
(a) all Options are exercised prior to the Record Date, there will be 596,780,397
Shares on issue on the Record Date and the 1:11.1 ratio will result in
53,763,999 Cowan Shares being available for distribution to Shareholders;
and
(b) no Options are exercised prior to the Record Date, there will be 570,183,457
Shares on issue on the Record Date and the 1:11.1 ratio will result in
51,367,879 Cowan Shares being available for distribution to Shareholders.
A summary of the financial impact of the Demerger is set out in Schedule 4.
The number of Shares held by Shareholders will not change, and Shareholders will
retain their current percentage shareholding interest in the Company, after the
Demerger. However, if the Demerger is implemented, the value of the Shares is
expected to be less than the value of the Shares held prior to the Demerger
because, after the Demerger, the Company’s interest in Cowan Lithium and in the
Projects will be reduced from 100% to 15%. The rights attaching to Shares will not
be altered by the Demerger.
Given the capital reduction is equal and the Company will still have positive net
assets following the Demerger, the Directors consider the capital reduction is fair
and reasonable to Shareholders as a whole.
3.7 The effect of the proposed equal reduction of capital on Option holders
In order to receive Cowan Shares pursuant to the Demerger, Option holders must
exercise their Options and be registered on the Company’s share register on the
Record Date.
Rule 7.5(d)(iii) of the Employee Option Rules provides that all Options held by
employees may be exercised at any time after the announcement of a proposed
capital reconstruction, which includes a reduction or return of the issued capital of
Tawana. Therefore, all employee Option holders are able to exercise their Options
prior to the Record Date and receive Cowan Shares pursuant to the Demerger.
In addition, all non-employee Options have vested and are currently able to be
exercised by Option holders.
In accordance with Listing Rule 7.22.3 and Rule 7.5(l) of the Employee Option Rules,
the number of Options on issue following the Demerger (ie. if they have not been
exercised) will remain the same, but the exercise price of each Option will be
reduced by the amount of capital returned in relation to each Share.
As of the date of this Notice of Meeting, the Company has the following Options
on issue (all of which are unlisted):
Number of Options Exercise Price Pre Expiry
Demerger
3,000,000 6 cents 30/06/2019
1,000,000 6 cents 30/06/2019
1,250,000 13 cents 07/01/2020
1,000,000 16 cents 15/03/2020
500,000 18 cents 5/5/2020
500,000 23 cents 27/03/2020
3,000,000 20 cents 12/04/2020
3,000,000 25 cents 12/04/2020
3,000,000 30 cents 12/04/2020
500,000 20 cents 15/06/2020
6,346,940 30.625 cents 19/07/2020
250,000 22 cents 21/08/2020
250,000 24 cents 21/08/2020
2,000,000 20 cents 20/12/2020
1,000,000 50 cents 6/5/2021
The amount of capital returned will be determined by reference to the tax
allocation which is expected to be supported by an ATO ruling. Tawana will notify
Option holders following the Demerger, and once it receives the ATO Ruling, of any
adjustments to the exercise price of Options as a result of the Demerger.
3.8 Capital structure of the Company
Below is a table showing the Company’s capital structure pre and post Demerger
(assuming all of the Options are exercised and none of the Options are exercised).
All Options exercised No Options exercised
Balance at the date of this 557,988,335 557,988,335
Notice
Issue of shares pursuant to 12,195,122 12,195,122
Conditional Placement
Exercise of Options 26,596,940 -
Balance following 596,780,397 570,183,457
completion of the Demerger
3.9 Capital Structure of Cowan Lithium
Below is a table showing Cowan Lithium’s capital structure pre and post Demerger,
(assuming none of the Options are exercised and assuming all of the Options are
exercised).
Cowan Shares Cowan Shares %
(all Options (no Options
exercised) exercised)
Balance at the date of this
Notice
- Tawana 1 1 100%
Balance following
completion of the Demerger
- Tawana 9,487,765 9,064,920 15%
- Shareholders 53,763,999 51,367,879 85%
(collectively)
- TOTAL 63,251,764 60,432,799 100%
3.10 Overseas Shareholders
The distribution of Cowan Shares under the reduction of capital and Demerger
Distribution (if any) to Shareholders with registered addresses overseas is subject to
legal and regulatory requirements in those relevant overseas jurisdictions.
The Company has determined that it would be unreasonable to issue Cowan
Shares under the Demerger to those Shareholders on the Record Date with an
address outside Australia (Overseas Shareholders) having regard to:
(a) the number of shareholders with addresses outside these countries;
(b) the number and value of the shares those shareholders would otherwise
have been entitled; and
(c) the cost of complying with the legal requirements, and requirements of
regulatory authorities, in each of the countries concerned.
Shareholders who have a registered address outside Australia as at the date of this
Notice are able to update their registered address on Tawana’s share register prior
to the Record Date by contacting the Company’s share registry, Computershare
Investor Services Pty Limited on 1300 850 505 (within Australia) or +61 3 9415 4000
(outside Australia) or the Company Secretary. If a Shareholders’ registered address
remains outside Australia as at the Record Date they will be treated as an
Overseas Shareholder for the purposes of the Demerger.
Accordingly, Overseas Shareholders on the Record Date will not be issued the
Cowan Shares to which they would otherwise be entitled and instead their Cowan
Shares will be issued to Tawana to be held on their behalf, pending a liquidity
opportunity. Such an opportunity may arise pre ASX listing and the Board will
consider whether it is in the interest of Overseas Shareholders to sell the relevant
Cowan Shares at that time. In any event, the Board will make arrangements to sell
the relevant Cowan Shares on ASX following ASX listing of Cowan Lithium.
Following sale of the Cowan Shares, Tawana will then pay the net proceeds from
the sale of any such Cowan Shares to the Overseas Shareholder (net of fees and
brokerage). The proceeds will be paid to SA Holders in South African Rand and to
all other Overseas Shareholders in Australian Dollars. Tawana will deal with the
Overseas Shareholders’ Cowan Shares on a best efforts only basis with a view to
delivering value to the Overseas Shareholder. Tawana does not accept any liability
to the Overseas Shareholders for any loss that may be suffered as a result, including
in connection with foreign exchange rates.
As the return of capital and Demerger Distribution (if any) is being represented and
satisfied by the distribution of Cowan Shares and there is no guarantee as to the
value that might be obtained, the net proceeds of sale to such Overseas
Shareholders may be more or less than the notional dollar value of the reduction of
capital.
3.11 SA Holders
If you are an SA Holder, you will be an Overseas Shareholder and will not be issued
the Cowan Shares to which you would otherwise be entitled. Instead, Cowan
Shares to which SA Holders would otherwise be entitled will be issued to Tawana to
be dealt with in the manner described in Section 3.10 above, and SA Holders will
also have the opportunity described in Section 3.12.
The anticipated timetable for SA Holders is set out below.
Record date for Despatch of Notice of Meeting Friday, 1 June
2018
Despatch of this Notice of Meeting and announcement on SENS Wednesday, 6
June 2018
Last day to trade in order to be recorded in the share register to Tuesday, 26 June
vote at the general meeting 2018
Record date for voting Friday, 29 June
2018
Form of proxy must be submitted by Certificated SA Holders by 10.30am
10.30am (SAST) Wednesday, 4
July 2018
Meeting to approve disposal of the Projects, the capital Friday, 6 July
reduction and the constitutional amendment at 10:30 (WST) 2018
Company notifies ASX that Shareholders have approved the
Resolutions and announced on SENS
Last date to trade in order to participate in the capital reduction Tuesday, 10 July
2018
Ex date for the capital reduction – the date on which trading on Wednesday, 11
JSE commences without the entitlement to participate in the July 2018
distribution
Record Date for capital reduction for JSE (this is the same for Friday, 13 July
ASX) 2018
Completion of Demerger including in specie distribution of Wednesday, 18
Cowan Shares to Eligible Shareholders* July 2018
* Three business days allows sufficient time for Tawana’s share registry, Computershare, to
complete the distribution of Cowan Shares.
SA Holder’s share certificates may not be Dematerialised or rematerialised from
Wednesday, 11 July 2018 to Friday, 13 July 2018, both days inclusive. Additionally,
no transfers of shareholdings to and from South Africa will be permitted between
Friday, 6 July 2018 and Friday, 13 July 2018, both days inclusive.
Holders of dematerialised shares with a Central Securities Depository Participant
(CSDP) or broker and who have not selected “own-name” registration must
arrange with their CSDP or broker to provide them with the necessary letter of
representation to attend the Meeting or they must instruct their CSDP or broker as
to how they wish to vote in this regard. This must be done in terms of the
agreement entered into between the holder of Dematerialised shares and the
CSDP or broker.
Please follow the instructions on the forms of proxy for lodgement.
3.12 Trading Cowan Shares
Following the Demerger and prior to the proposed IPO of Cowan Lithium (refer to
Section 2.2), Cowan Lithium will be an unlisted company and there will not be a
liquid market for Cowan Shares. Nevertheless, Eligible Shareholders will be
permitted to sell and trade their Cowan Shares, at their own risk, during this period.
Eligible Shareholders may contact the Company’s share registry, Computershare
Investor Services Pty Limited on 1300 850 505 (within Australia) or +61 3 9415 4000
(outside Australia) or the Company Secretary to request a share transfer form,
which is necessary to give effect to any transfer of Cowan Shares that they may
wish to undertake.
As outlined in Sections 3.10 and 3.11 above, Overseas Shareholders (including SA
Holders) on the Record Date will not be issued the Cowan Shares to which they
would otherwise be entitled and instead their Cowan Shares will be issued to
Tawana to be held on their behalf, pending an IPO or other liquidity opportunity.
If, before the IPO or other liquidity event, an Overseas Shareholder (including an SA
Holder) has identified a buyer and wishes to obtain value for the Cowan Shares to
which they would otherwise have been entitled if they were an Eligible
Shareholder, Tawana will act on their instructions to transfer such Cowan Shares to
the buyer nominated by the Overseas Shareholder. This has the effect of affording
Overseas Shareholders substantially the same opportunity to derive value from
Cowan Shares as Eligible Shareholders in the period prior to the proposed IPO.
In order to take advantage of this opportunity, an Overseas Shareholder will be
required to submit a share transfer form to Tawana, together with an executed
direction form (setting out the terms on which Tawana is instructed to execute the
share transfer form). Overseas Shareholders can obtain a share transfer form and
associated direction form from Tawana by contacting the Company’s share
registry, Computershare Investor Services Pty Limited on 1300 850 505 (within
Australia) or +61 3 9415 4000 (outside Australia) or the Company Secretary.
Overseas Shareholders wishing to take advantage of this opportunity do so on the
same basis as Eligible Shareholders that wish to sell their Cowan Shares, namely
that:
(a) all arrangements between the Shareholder and the transferee, including as
to transfer price and settlement arrangements, will be a matter for the
Shareholder and the transferee, and neither Tawana nor Cowan Lithium will
have or assume any risk or liability in that regard;
(b) compliance with all applicable laws and regulations in all relevant
jurisdictions will be a matter for the Shareholders and the transferee
(including compliance by SA Holders with any applicable laws under the
South African Exchange Control Regulations 1961), and neither Tawana nor
Cowan Lithium will have or assume any risk or liability in that regard; and
(c) any costs, fees or duty associated with a transfer of Cowan Shares will be
for the account of the Shareholder or the transferee (as the case may be),
and neither Tawana nor Cowan Lithium will assume any liability in that
regard.
3.13 Board of directors of Cowan Lithium
The Board of Cowan Lithium comprises the following:
(a) Mark Calderwood
Mr Calderwood is a Chartered Professional Member of the Australasian
Institute of Mining and Metallurgy, a Non-Executive Director of Amani Gold
Limited and Non-Executive Chairman of Manas Resources Limited.
Previously, Mr Calderwood spent more than a decade with Mt Edon Gold
Mines, before moving onto Border Gold, a junior gold explorer which later
became Moto Gold Mines. In 1995 he moved to Ghana to run gold explorer
Leo Shield Exploration NL’s Ghana office. Leo Shield Exploration NL
ultimately created Perseus Mining in 2003.
Mr Calderwood was Managing Director of ASX 100-listed gold producer
Perseus Mining Limited, a West African Gold producer and explorer from its
inception in 2003 until January 2013. Mr Calderwood steered Perseus from
an exploration company to a +200,000 oz per year producing gold
company. Under Mr Calderwood’s leadership Perseus discovered more
than 6.8 million ounces of gold, built the Edikan Gold Mine in Ghana, on
time and on budget and started commercial production in January 2012.
Mr Calderwood is the Managing Director of Tawana.
(b) Michael Naylor
Mr Naylor has 22 years’ experience in corporate advisory and public
company management since commencing his career and qualifying as a
chartered accountant with Ernst & Young. Mr Naylor has been involved in
the financial management of mineral and resources focused public
companies serving on the board and in the executive management team
focusing on advancing and developing mineral resource assets and
business development.
He has previously worked as the Chief Financial Officer of ASX listed
Gryphon Minerals Limited before it merged via scheme of arrangement
with TSX listed Teranga Gold Corp in 2016 and was also the Chief Financial
Officer of ASX listed Cobalt One Limited before it merged via scheme of
arrangement with TSX listed First Cobalt Corporation in 2017.
He was recently a Director of Tawana Resources NL where he was
intimately involved in transforming the company from an iron ore explorer
to a lithium producer and growing the Company’s market capitalisation
from $2m to over $250m in the space of 18 months.
He is currently the Company Secretary and CFO of Draig Resources Limited,
Company Secretary of First Cobalt Corporation, Cygnus Gold Limited and
Blackstone Limited. He also serves as the local Director on Teranga Gold
Corporation subsidiaries.
Mr Naylor has worked in Australia and Canada and has extensive
experience in financial reporting, capital raisings, debt financings and
treasury management of resource companies.
(c) Mark Turner
Mr Turner is a Mining Engineer with more than 30 years of experience in the
resources sector. He has been responsible for the start-up and operation of
mines in Australia, Africa and Asia. He was previously General Manager
Operations of Resolute Mining Ltd, one of Australia’s largest gold producers
and Chief Operating Officer of CGA Mining, before its takeover by B2 Gold
for C$1.1 billion in 2010. He is currently the Chief Operating Officer of RTG
Mining Inc.
Mr Turner holds a degree in Mining Engineering from the University of New
South Wales and is a Fellow of the AUSIMM.
Mr Turner is a non-executive director of Tawana Resources and is proposed
to be the chairman of the board of the combined Tawana and Alliance
entity following the Alliance Merger.
3.14 Directors’ interests
Set out in the table below are details of Directors’ relevant interests in the securities
of the Company at the date of this Notice and the Cowan Shares that they will
receive if the Demerger is approved and all Options (including those held by
Directors and identified below) are exercised prior to the Record Date:
Director Shares Options Cowan Shares
Robert Benussi 2,650,000 1,500,000 373,873
Mark 21,880,000 3,000,000 2,241,441
Calderwood
Mark Turner - 1,000,000 90,090
Robert Vassie - 1,000,000 90,090
Vicki Xie - - -
3.15 Directors’ remuneration
(a) Company remuneration
In accordance with the Constitution, the Shareholders have approved an
aggregate amount of up to $300,000 per annum to be paid as non-
executive Directors’ fees. It is currently resolved that non- executive
Directors are entitled to receive total fees of $220,820 per annum (inclusive
of superannuation).
Mark Calderwood currently receives a salary of $400,000 per annum
(inclusive of superannuation and Director’s fees) for his role as Managing
Director and CEO of the Company.
Directors have received the following remuneration for the preceding two
financial years:
Directors Year (to 31 Salary & Share Total
December) Fees ($) Based ($)
Payments
($)
R Benussi 2017 108,773 94,777 203,550
2016 41,248 84,643 125,891
B Vassie 2017 26,054 240,664 266,718
2016 - - -
M Turner 2017 26,054 240,664 266,718
2016 - - -
V Xie 2017 6,590 - 6,590
2016 - - -
M 2017 308,316 - 308,316
Calderwood
2016 124,620 71,926 196,546
M Naylor 2017 125,580 189,554 315,134
2016 136,526 84,643 221,169
(b) Cowan Lithium remuneration
Since Cowan Lithium’s incorporation on Friday, 23 March 2018, no Cowan
Director has received any remuneration for their role as a director of
Cowan Lithium.
The Cowan Constitution specifies an aggregate amount of up to $500,000
per annum to be paid as non-executive director fees, however, no
directors’ fees have been paid (or will be paid) by Cowan Lithium until after
the Demerger as described above.
3.16 Rights attaching to Cowan Shares
Refer to Schedule 6 for a summary of the rights attaching to Cowan Shares.
3.17 Risk factors
On completion of the Demerger, the Shareholders will become direct shareholders
in Cowan Lithium and should be aware of the general and specific risks that may
affect Cowan Lithium and the value of its securities. These risk factors are outlined
in Schedule 7.
3.18 Tax consequences
Tawana considers the proposed Demerger should qualify for demerger tax relief
(Demerger Relief). However, Tawana has applied to the Commissioner of Taxation
(Commissioner) for a class ruling in connection with the Demerger. Tawana
considers that a decision from ATO not to grant Demerger Relief should not impact
the Demerger and the Demerger may still proceed, if approved by Shareholders.
Australian taxation consequences for Australian resident Shareholders
On the assumption that a favourable class ruling is obtained from the ATO, the
following is a general summary of the Australian taxation consequences for
Australian resident Shareholders who receive Cowan Shares in respect of the
capital reduction. The taxation information below is applicable to Australian
residents who hold their Shares on capital account and are not subject to the
taxation of financial arrangement provisions contained in Division 230 of the
Income Tax Assessment Act (1997) (ITAA 1997).
The information below is not a complete analysis of all taxation implications
relevant to the proposed Demerger and all Shareholders should obtain
independent tax advice regarding the income tax and capital gains tax
implications specific to their circumstances. Specifically, Shareholders who hold
their Shares on revenue account (for example, Shareholders who are share traders
and certain institutional investors), and Shareholders who are not residents of
Australia for income tax purposes, should all seek independent taxation advice.
The information below does not consider the future tax implications associated
with holding or selling the Shares or Cowan Shares following implementation of the
Demerger.
The information below has been prepared based on the taxation laws, regulations,
rulings and administrative guidance and judicial interpretations as at Tuesday, 17
April 2018. It is important to note the ultimate interpretation of taxation law rests
with the courts and that the law, and the way the revenue authorities seek to
administer the law, may change over time. Accordingly, information below
represents an interpretation of existing law based upon generally accepted
interpretations of that law.
Australian Tax laws are complicated and subject to legislative and interpretive
change both prospectively and (occasionally) retrospectively. Changes in the tax
law or interpretation of the tax law subsequent to the date of this Explanatory
Statement may alter the tax treatment of the Demerger.
There could also be implications for Shareholders in addition to those described
above. The information provided below is general in nature and the individual
circumstances of each shareholder may affect the tax implications of the
Demerger for that shareholder. Shareholders should seek appropriate independent
professional advice that considers the tax implications in respect of their own
specific circumstances.
(a) Demerger tax relief
The information below has been prepared on the basis that shareholders
who are residents of Australia and who hold their Shares on capital account
for tax purposes should be eligible to choose Demerger Relief. Broadly,
Demerger Relief ensures that any CGT consequences from the transaction
may be deferred, and that the dividend component (if any) of a
distribution is not taxed in the hands of the Shareholders.
(b) CGT Consequences
The capital reduction will give rise to a CGT event for Shareholders
representing the distribution of Cowan shares. The CGT event will happen
at the time Tawana completes the Capital Reduction.
Shareholders can choose whether or not to obtain demerger roll-over relief.
(i) Where demerger roll-over relief is chosen
(A) Capital gain is disregarded
If Demerger Relief is available, for Shareholders who choose
demerger roll-over relief, any capital gain made arising from the
CGT event happening to their Shares under the Capital
Reduction will be disregarded.
(B) CGT cost base in Shares and Cowan Shares
Shareholders will need to apportion the CGT cost base of their
original Shares between their original Shares and new Cowan
Shares in accordance with the market values of the Shares and
Cowan Shares (or a reasonable approximation of these market
values) just after the Demerger.
Further information in relation to the apportionment of costs
bases will be provided by Tawana subsequent to the Demerger
being implemented.
(C) Time of acquisition of Cowan Shares
For Shareholders who choose demerger roll-over relief, their
Cowan Shares will have the same CGT characteristics as the
underlying Shares. For the purposes of determining the
availability of the CGT discount on a subsequent sale of Cowan
Shares, Cowan Shares should be taken to have been acquired
at the time the shareholder acquired their original Shares.
Shareholders should seek appropriate tax advice to determine
the application of the CGT discount in their specific
circumstances.
(ii) Where demerger roll-over relief is not chosen
(A) Capital gain is not disregarded
If Demerger Relief is available, for Shareholders who do not
choose to obtain demerger roll-over relief, any capital gain
made arising from the Capital Reduction under the Demerger
will not be disregarded.
Shareholders may be entitled to discount CGT treatment.
Shareholders should seek appropriate tax advice to determine
the application of the CGT discount in their specific
circumstances.
If the capital component of the Capital Reduction Amount does
not exceed the CGT cost base in the Shares, no capital gain
should be made. Shareholders will not make a capital loss as a
result of the return of capital under the Demerger.
(B) CGT cost base in Shares and Cowan Shares
Shareholders who do not choose to obtain demerger roll-over
relief should apportion the first element of the CGT cost base in
their Shares between those Shares and Cowan Shares received
under the Demerger. The method of apportionment is the same
as the method for Shareholders who choose to obtain demerger
roll-over relief as discussed above.
(C) Time of acquisition of Cowan Shares
Where demerger roll-over relief is not chosen, all of the Cowan
Shares transferred to Shareholders will be treated as having been
acquired at the time they are transferred to the Shareholders.
This will be relevant to Shareholders in determining the
availability of the CGT discount on a subsequent sale of Cowan
Shares. Shareholders should seek appropriate tax advice to
determine the application of the CGT discount in their specific
circumstances.
Application of demerger tax integrity measures
In certain circumstances part of an in specie distribution can be treated as a
dividend for Australian tax purposes. The dividend component would be that
amount of the in specie distribution by which Tawana does not reduce share
capital. Tawana expects to determine the Capital Reduction Amount by
reference to the allocation required by the ATO class ruling. The dividend
component should therefore be that amount by which the market value of the in
specie distribution exceeds the Capital Reduction Amount. Where Demerger
Relief is available, this dividend would not be assessable to Shareholders.
However, the Commissioner may make a determination under Section 45B of the
Income Tax Assessment Act 1936 (ITAA 1936) to deem certain payments to be
treated as taxable dividends for taxation purposes. Having regard to the
circumstances of the Demerger, Tawana does not consider the Commissioner
should apply Section 45B to the proposed Demerger. For completeness, the
following is an outline of the potential Australian income tax implications for
Australian resident Shareholders who hold their shares on capital account should
the Commissioner make a determination under Section 45B in respect of the
Demerger:
• Shareholders may make a capital gain to the extent that the Capital
Reduction Amount exceeds the particular Shareholder's cost base.
• All or part of the Capital Reduction Amount may be treated as an unfranked
dividend. This amount would be assessable income for Australian resident
Shareholders or subject to dividend withholding tax for non-resident
Shareholders (generally at the rate of 30% on the gross amount, subject to any
applicable double tax agreement).
• The CGT cost base in the Shares may not change as a result of the Demerger.
• The CGT cost base in Cowan Shares should be equal to the Capital Reduction
Amount.
• Cowan Shares should be treated as having been acquired at the time they are
transferred to Shareholders.
Taxation implications for the Company
The transfer of shares in Cowan from Tawana to the Shareholders is not expected
to have any material adverse tax implications for Tawana.
3.19 Lodgement with ASIC
The Company has lodged with ASIC a copy of this Notice of Meeting and the
Explanatory Statement in accordance with section 256C(5) of the Corporations
Act. The Company has also lodged with ASIC a copy of the Prospectus that
accompanies this Notice of Meeting at the same time the Notice of Meeting was
lodged with ASIC.
ASIC and its officers take no responsibility for the contents of this Notice or the
merits of the transaction to which this Notice relates.
3.20 Disclosure to the ASX and ASIC
The Company is a disclosing entity under the Corporations Act. It is subject to
regular reporting and disclosure obligations under both the Corporations Act and
the Listing Rules of ASX.
Copies of documents lodged with ASIC in relation to the Company may be
obtained from, or inspected at, an ASIC office.
3.21 Other material information
There is no information material to the making of a decision by Shareholders
whether or not to approve the Resolutions (being information that is known to any
of the Directors and which has not been previously disclosed to Shareholders) other
than as disclosed in this Explanatory Statement, the accompanying Prospectus
and information the Company has previously disclosed to Shareholders.
3.22 Other legal requirements
Under ASIC Regulatory Guide 188, an invitation to Shareholders to vote on
Resolution 2 for the in specie distribution of Cowan Shares to Shareholders
constitutes an offer of securities under Chapter 6D of the Corporations Act and a
prospectus is required unless an exemption applies. As no exemption applies, the
Company has prepared a short-form prospectus that contains information in
relation to Cowan Lithium (Prospectus).
The Prospectus accompanies this Notice of Meeting and has been lodged with
ASIC at the same time as this Notice of Meeting. The Company recommends that
all Shareholders read the Prospectus carefully and in conjunction with this Notice of
Meeting. The Prospectus also allows Shareholders to sell their Cowan Shares within
the first 12 months after receiving them, without disclosure under Chapter 6D of the
Corporations Act.
4 RESOLUTION 3 – AMENDMENT TO CONSTITUTION
4.1 General
Under the Corporations Act, a member must give consent to becoming a member
of a company. Accordingly, in order to give effect to the Demerger, each
Shareholder must give its consent to becoming a member of Cowan Lithium and
for the Company to be its agent in the execution of any documents required to
give effect to the Demerger. The Constitution does not currently contain such an
express consent.
Approval is being sought from Shareholders for the insertion of clauses 20.9 and
20.10 of the Constitution so that where the Company reduces its share capital by
way of a distribution of shares or other securities in another body corporate (as it is
doing under the Demerger):
(a) Shareholders are deemed to have agreed to become members of that
body corporate and are bound by the constitution of that body corporate;
(b) each of the Shareholders appoints the Company or any of the Directors as
its agent to execute any transfer of shares or other securities, or other
document required to give effect to the distribution of shares or other
securities to that Shareholder; and
(c) any binding instruction or notification between the Shareholder and the
Company will be deemed to be a similarly binding instruction or notification
to Cowan Lithium.
Consenting to become a member of Cowan Lithium does not impose any specific
liabilities upon a Shareholder, nor does it prohibit a Shareholder from subsequently selling
or otherwise dealing with the Cowan Shares to be received under the Demerger.
Additionally, approval is being sought from Shareholders for the insertion of clause
20.11 of the Constitution so that on a distribution the Directors may determine to
make a cash payment to certain Shareholders rather than a distribution of specific
assets. This facilitates the proposed treatment of Overseas Shareholders in
Section 3.10 and ensures that the Company will be able to sell the Cowan Shares
to which Overseas Shareholders would otherwise be entitled and distribute the
proceeds to the respective Shareholders.
A copy of the Constitution is available on request from the Company Secretary.
No other changes are being made to the Constitution.
4.2 Demerger conditional on amendment of Constitution
Resolution 2 (to effect the Demerger) is conditional on Shareholders approving
Resolution 1 (to approve the disposal of the Projects) and Resolution 3 (to amend
the Constitution). This means that in order to implement the Demerger,
Shareholders need to approve both Resolution 1 and Resolution 3.
4.3 Special resolution
Resolution 3 is a special resolution, and therefore requires approval of at least 75%
of the votes cast by Shareholders entitled to vote (in person, by proxy, by attorney
or corporate representative) on the resolution.
GLOSSARY
A$ and $ means Australian Dollars.
Alliance Merger has the meaning given in Section 1.1.
ARRL has the meaning given in Section 1.6.
Article means an article of the Constitution.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited (ABN 98 008 624 691) and, where the context permits, the
Australian Securities Exchange operated by ASX Limited.
ATO Rulings has the meaning given in Section 1.7.
Board means the board of directors of Tawana.
Capital Reduction means a reduction of the share capital of Tawana as set out in the
Capital Reduction Resolution.
Capital Reduction Amount means an amount equal to the value of 85% of the share
capital of Cowan Lithium less a Demerger Distribution (if any).
Capital Reduction Resolution means the ordinary resolution to approve the Capital
Reduction to be considered at the general meeting set out in the Notice of Meeting.
Certificated SA Holder means certificated or Dematerialised holders who have selected
“own name” registration on the South African register only.
Company or Tawana means Tawana Resources NL ACN 085 166 721.
Conditional Placement means the conditional placement of 12,195,122 Shares as
described in Section 3.6.
Constitution means the constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth).
Cowan Constitution means the constitution of Cowan Lithium.
Cowan Group means Cowan Lithium and each of its subsidiaries from time to time.
Cowan Lithium means Cowan Lithium Limited ACN 625 128 770.
Cowan Project means the Cowan Project as described in Schedule 1.
Cowan Share means a fully paid ordinary share in the capital of Cowan Lithium.
Cowan Shareholder means a holder of a Cowan Share following the Demerger.
Dematerialise means the process whereby share certificates and any other documents of
title to shares in a tangible form are dematerialised into electronic records for the purposes
of Strate and Dematerialised will have a corresponding meaning.
Demerger means, collectively:
(a) the transfer of the Cowan Project, the Yallari Project, the Mofe Creek Project and
the South Africa Asset to Cowan Lithium; and
(b) the subsequent capital reduction and distribution by way of in specie distribution of
85% of all Cowan Shares to Shareholders, with 15% of Cowan Shares being retained
by Tawana.
Demerger Distribution means the difference between the value of 85% of the share
capital of Cowan Lithium Limited and the Capital Reduction Amount (if any).
Demerger Entities has the meaning given in Section 1.1.
Directors means the directors of the Company.
Eligible Shareholder means a person registered as the holder of Shares on the Record
Date, other than an Overseas Shareholder.
Employee Option Rules means the Rules of the Tawana Resources NL Employee Incentive
Option Plan.
Explanatory Statement means this explanatory memorandum which accompanies the
Notice.
FOB means Free On Board as per Incoterms 2010.
IPO means initial public offering.
JSE means the Johannesburg Stock Exchange.
Kenema-Man means Kenema-Man Holdings Liberia Pty Ltd ACN 147 140 823.
Listing Rules means the official listing rules of ASX.
Lithco means Lithco No.2 Pty Ltd ACN 612 726 922.
Meeting has the meaning in the introductory paragraph of the Notice.
Mofe Creek Project means the Mofe Creek Iron Ore Project as described in Schedule 3.
Mofe Creek Option has the meaning given in Section 1.6.
Mofe Creek Option Agreement means the heads of agreement dated 11 May 2018
between Tawana, Cowan Lithium, Kenema-Man, Tawana Liberia Inc and ARRL.
Mount Belches means Mount Belches Pty Ltd ACN 612 217 704.
Notice of Meeting or Notice means this notice of meeting including this Explanatory
Statement and the Proxy Form.
Option means an option to acquire a Share.
Overseas Shareholders has the meaning given in Section 3.10.
Placement means the placement of 48,780,488 ordinary shares for $20,000,000 as
described in section 1.4(b)(j) of Schedule 4.
Projects means the Cowan Project, the Yallari Project, the Mofe Creek Project and the
South Africa Asset.
Prospectus has the meaning given in Section 3.22.
Proxy Form means the proxy form accompanying the Notice.
Rakana Consolidated means Rakana Consolidated Mines (Proprietary) Ltd (registration
number 1981/000224/07).
Record Date means the record date for the Demerger in the timetable in Section 3.2.
Related Body Corporate has the meaning it has in the Corporations Act.
SA Holder means all certificated and Dematerialised holders on the South African branch
register of Tawana.
SAST means South Africa Standard Time.
Section means a section of this Explanatory Statement.
SENS means Johannesburg Stock Exchange News Services.
Share means a fully paid ordinary share in the capital of the Company.
Share Exchange Agreement means the share exchange agreement dated 11 May 2018
between the Company and Cowan Lithium.
Shareholder means a holder of a Share.
South Africa Asset means Tawana’s 26% interest in Rakana Consolidated.
Tawana Group means Tawana and each of its subsidiaries from time to time.
Yallari Project means the Yallari Lithium Project as described in Schedule 2.
SCHEDULE 1 COWAN LITHIUM PROJECT
1. Introduction
The Cowan Project is located 50km south east of Kambalda, Western Australia and
approximately 75km south east of Mt Marion lithium project.
The Cowan Project covers a 26km strike of two belts containing rare element Lithium-
Caesium-Tantalum (LCT) pegmatites. About 10km of the Mt Belches – Bald Hill belt and a
significant portion of the Claypan Dam – Madoonia Belt is covered by the Cowan Project
area.
Prior exploration at the Cowan Project focused on tantalum and tin and was limited to
wide-spaced shallow RAB drilling, rock chip sampling, shallow auger/vacuum drilling and
soil sampling, and RC drilling. Prior production within the Cowan Project comprised small
amounts of lithium and tin from eluvials at the Munt Belches tenements.
Figure 1 | Project location of Cowan Lithium in relation to the Bald Hill project
2. Tenure
The Cowan Lithium Project comprises the following mining tenements:
Structure and
Tenement Location Registered Owner
Ownership
Western Mount Belches Pty Ltd 100%
E15/1205*
Australia
Western Mount Belches Pty Ltd 100%
E15/1377*
Australia
Western Mount Belches Pty Ltd 100%
E15/1446*
Australia
Western 100%
E15/1502 Mount Belches Pty Ltd
Australia
Western Mount Belches Pty Ltd 100%
E15/1503
Australia
Western Mount Belches Pty Ltd 100%
E28/2702
Australia
* Mount Belches Pty Ltd must pay a 2% gross revenue royalty on these tenements pursuant to the terms of their acquisition.
3. Geological Setting
The Cowan Project area comprises Archaean quartz-biotite metasediments and
amphibolites of the Eastern Goldfields Terrane of the Yilgarn Craton. These metasediments
trend north-south and have been intruded by large numbers of pegmatites.
Two main belts of rare element LCT pegmatites are known in the Project area. LCT type
pegmatites are derived from highly siliceous, peraluminous (S-Type, ‘fertile’ granites) as
highly fractionated granitic melts. These fractionated melts contain the rare elements (Be,
Rb, Cs, Sn, Nb, Ta etc) and a high volatile content (H2O, F, B, P and Li). Petr erný's
pegmatite classification (erný 1991) is the accepted standard. Under this pegmatite
classification scheme the Project area is prospective for:
i) LCT Albite-spodumene: These are typically unzoned, homogeneous pegmatites
with subhedral spodumene in a quartz-albite matrix. The Mt Marion pegmatites
(located 75km to the northwest) are examples of this subclass.
ii) LCT Albite: Zoned albite pegmatites have a fine grained albite and quartz border
zone with albite, often of the cleavelandite variety, as the central pegmatite zone.
Small quartz lenses and scattered pods of coarsely crystallized quartz, microcline
with accessory minerals of beryl and phosphates with mica are found irregularly
within the albite central zones. Tantalum minerals are found disseminated within the
albite.
iii) LCT Complex: There are considered to be four subclasses depending upon which
Li-bearing mineral is dominant in the pegmatite.
a) Spodumene: spodumene-dominant lithium-bearing pegmatites that are
zoned and mineralogically complex (e.g. the Greenbushes and Mt Cattlin
pegmatite deposits).
b) Petalite: Zoned pegmatites dominated by petalite and/or its alteration
products (e.g. the Londonderry pegmatites, located 105km to the west-
northwest).
c) Lepidolite: Pegmatites simple or zoned with are rich in lepidolite (e.g. the Mt
Deans pegmatites located 105km to the southwest).
d) Amblygonite: Amblygonite-rich pegmatites (Ubini pegmatite, located 130km
to the west-northwest).
4. Drilling results
Tawana commenced first pass exploratory drilling on the Cowan Project in September 2016,
completing 189 holes totalling 14,419m to date, in five areas based on geochemical,
geophysical and outcrop information. Due to shallow weathering, RC drilling was adopted
over RAB drilling.
Spodumene pegmatites were intercepted in four areas with the Cotters North prospect
appearing the most promising, where a total of 43 holes were drilled over an area 1.4km by
0.8km. Pegmatites were intercepted in 16 of the drill holes of which 10 contained spodumene,
and seven contained elevated tantalum and tin. Significant intercepts are contained within
Tables 1 and 2. Refer to December 2017 quarterly report as announced on the ASX on 31
January 2017.2
Though pegmatites intercepted to date at Cotters North are generally narrow, some are sub-
horizontal, which provide the best targets for resource tonnage. The northern limit of the
current footprint of the prospect is the most prospective and open to the north and west
2 For full exploration results, refer to ASX announcement dated 31 January 2017. Tawana is not aware of any new
information or data that materially affects the information included in the said announcement.
under soil cover. Pegmatite fractionation appears to be generally increasing towards the
north.
Based on successful early results from the St John pegmatites on the adjoining Bald Hill
tenements, a prime drill target within the Cowan Project area south of St John awaits testing.
Table 1| Drill Summary, Cotters North Pegmatite Intercepts
Hole ID Easting Northing RL Depth Azm Dec. From To Width Pegmatite
TRC0046 m
416633 m
6521854 m
300 m
40 90 -60 m0 m2 m
2.0 Li, Ta Type
TRC0047 416680 6521880 300 79 90 -60 16.8 18 1.2 Li
TRC0048 416720 6521880 300 80 90 -60 0.8 3.6 2.8 barren
TRC0050 416620 6522000 300 80 90 -60 5.2 8 2.8 barren
TRC0055 416640 6521999 300 42 90 -60 0 4.9 4.9 Ta, Be
TRC0058 416500 6522400 300 80 90 -60 20.6 27.9 7.3 Li, Ta
TRC0067 415820 6522800 300 80 90 -60 22.5 24.1 1.6 Ta
TRC0070 416220 6522800 300 80 90 -60 19.4 20.9 1.5 Sn, Ta
TRC0071 416260 6522800 300 80 90 -60 22 24 2.0 Li, Ta
TRC0072 416300 6522800 300 80 90 -60 35 38 3.0 Li, Ta
TRC0073 416340 6522800 300 80 90 -60 61.1 66.5 5.4 Li, Ta
TRC0075 416420 6522800 300 80 90 -60 35.4 38.5 3.1 Li, Ta, Sn
76.7 77.7 1.0 Li
TRC0078 416400 6522600 300 80 90 -60 10.1 11.9 1.8 Li
13 16 3.0 Li
TRC0079 416600 6522600 300 80 90 -60 37.1 43 5.9 Li
44.4 47 2.6 Li
Notes
1) The true width of pegmatites are generally considered 70-95% of the intercept
width except for TRC0027 where the true width is likely less that 30% of the intercept
width.
2) Holes remain to be surveyed therefore elvations are nominal
Table 2| Significant Intercepts, Cotters North
From To Interval Li2O Ta2O5 Nb2O5 SnO2
Hole ID m m m % ppm ppm ppm
TRC0026 40 42 2 0.46 77 79 50
45 50 5 0.83 57 63 63
incl. 47 49 2 1.16 67 11 63
TRC0027 35 51 16 0.54 93 79 55
incl. 44 48 4 0.91 114 80 58
TRC0038 0 1 1 1.69 175 72 364
26 36 10 0.18 37 57 50
39 49 10 0.22 27 39 71
TRC0043 19 26 7 0.30 72 92 67
33 35 2 0.70 35 50 55
44 48 4 0.31 9 13 63
TRC0046 0 3 3 0.65 129 69 353
From To Interval Li2O Ta2O5 Nb2O5 SnO2
Hole ID m m m % ppm ppm ppm
TRC0047 22 23 1 0.31 11 7 17
TRC0058 18 21 3 0.24 63 39 230
21 28 7 1.23 132 109 121
incl. 22 27 5 1.40 126 107 119
TRC0067 23 24 1 0.01 735 64 142
TRC0070 20 21 1 0.10 258 93 1,351
TRC0072 36 38 2 0.49 194 93 184
TRC0073 62 67 5 1.09 172 103 132
incl. 64 66 2 1.72 192 90 151
TRC0075 36 39 3 0.19 230 67 592
incl. 37 38 1 0.42 208 57 1,125
77 78 1 0.32 57 36 184
TRC0078 10 16 6 0.88 71 63 132
incl. 14 15 1 2.37 68 64 95
TRC0079 36 48 12 0.83 93 72 154
Notes
1) Intercepts of 0.3% Li2O or 150ppm Ta2O5 considered significant.
2) Intercepts of 0.1-0.3% Li2O are considered anomalous in early stage exploratory
drilling.
5. Future Exploration Program
Cowan Lithium intends to conduct exploration works on the Cowan Project tenure on a
campaign basis comprising:
- desktop reviews of historic works and spatial data (including orthophoto,
geochemistry and geophysics);
- field mapping of target areas by priority (tenure has been split by priority based on
existing interpreted pegmatite and fractionation trends and desktop review of
spatial data and historical works);
- rockchip sampling of identified pegmatite outcrop; and
- soil sampling in prospective areas with limited historic data.
SCHEDULE 2 YALLARI PROJECT
1. Introduction
The Yallari Project is located 25km southeast of Coolgardie and about 10km west of Mt
Marion. The project areas cover portions of the greenstone sequence that hosts the Mt
Marion and Londonderry pegmatite fields. Numerous pegmatites have been mapped by
nickel and base metal explorers however there are no records on the rare element content
of the pegmatites. These pegmatites based on their mineralogy are probably derived from
a peraluminous and possible ‘fertile’ granite. The geological setting of the pegmatites and
the proximity to the Mt Marion and Londonderry lithium bearing pegmatite fields is
encouraging.
Sampling is required to define the pegmatite type(s) and their potential for mineralisation.
Based on the currently known pegmatite mineralogy the most prospective area for lithium
enriched pegmatites will be further from the source granite.
2. Tenure
The Yallari Project comprises the following mining tenements:
Structure and
Tenement Location Registered Owner
Ownership
E15/1401* Western
ABEH Pty Ltd 100%**
(application) Australia
Western
E15/1526 Mount Belches Pty Ltd 100%
Australia
* Mount Belches Pty Ltd must pay a 2% gross revenue royalty on this tenement pursuant to the terms of its acquisition.
**
Mount Belches Pty Ltd has a beneficial interest in this tenement application. Tenement is required to be transferred to
Mount Belches Pty Ltd following its grant.
3. Future Exploration Program
Limited exploration has been performed on the Yallari Project and Cowan Lithium intends
to conduct exploration works on a campaign basis comprising:
- desktop reviews of historic works and spatial data (including orthophoto,
geochemistry and geophysics).
- field mapping of target areas by priority (tenure has been split by priority based on
existing interpreted pegmatite and fractionation trends and desktop review of
spatial data and historical works).
- rockchip sampling of identified pegmatite outcrop.
SCHEDULE 3 THE MOFE CREEK PROJECT
1. Introduction
The Company, through its wholly owned subsidiary Tawana Liberia Inc has a 100% beneficial
interest in mineral exploration licences MEL 12029 and MEL 1223/14 which form the Mofe
Creek Project. The Mofe Creek Project is located in Liberia, approximately 20km from the
coast and 85km from the capital city Monrovia. The Mofe Creek Project covers an area of
475km2, which is considered highly prospective for iron ore.
On 31 March 2014, Tawana announced a maiden mineral resource estimate of 61.9 million
tonnes at an in-situ iron ore grade of 33% Fe which included an indicated mineral resource
of 16.2 million tonnes at 35.4% Fe and the remaining 45.7 million tonnes classified as inferred
mineral resource.
More recently, the Company has undertaken minimal exploration work at the Mofe Creek
Project pending the response to the Mineral Development Agreement (MDA) which is
currently under review by Liberia’s Ministerial Concessions Committee. Tawana received
the first draft of the MDA on 7 September 2016. At the time of this Explanatory Statement,
the MDA review process remains on foot but is not currently progressing for a variety of
reasons. If the MDA review process is terminated without an alternate arrangement being
made with the Liberian government authorities, mineral exploration licence MEL 12029
would be at risk of forfeiture.
In relation to mineral exploration licence MEL 1223/14, the Company has recently been
notified by the Liberian Ministry of Mines and Energy of certain deficiencies in relation to
work programs, budgets and reporting. Tawana is exploring ways to rectify these
deficiencies (including obtaining waivers), but if the government does not accept
Tawana’s submissions then mineral exploration licence MEL 1223/14 will be subject to
forfeiture.
The Company has entered into the Mofe Creek Option (the terms of which are summarised
in Section 1.6) pursuant to which it may sell its interest in the Mofe Creek Project through the
sale of 100% of the issued shares in either Tawana Liberia Inc or Kenema-Man to ARRL.
2. Tenure
The Mofe Creek Project consists of the following tenure.
Structure and
Tenement Location Registered Owner
Ownership
MEL-12029 Mofe
Liberia Tawana Liberia Inc 100%
Creek
MEL-1223/14 Mofe
Liberia Tawana Liberia Inc 100%
Ck Sth
3. Geological Setting
Liberia is dominated by a series of NE-SW trending Palaeo - to Mesoarchaean granite
greenstone faults of the Archaean Man Shield, part of the West African Craton (2.7 – 3.4
billion years old), characterised by interspersed iron-bearing formations. The Mofe Creek
Project Area lies within Precambrian gneisses in the far west of the country. The tenement
straddles the northwest-trending Todi Shear Zone (TSZ), a regional scale structure that marks
the boundary between the Liberian age province (~2.7 Ga) in the east and the (re-worked)
western Pan-African age province (~500Ma) along the Liberian coast. The TSZ is defined by
a series of faults and broad mylonite zones.
The Mofe Creek Project is located within one of Liberia’s historic iron ore mining districts, 10
km along strike from the historic Bomi Hills iron ore mine. The Bomi Hills prospect consists of a
chain of magnetite banded iron formation ridges comprising coarse-grained magnetite
containing roughly 20% hematite and averaging between 62% and 68% total iron.
The Project consists of a minimum of 5 prospects: Gofolo West, Gofolo Main, Gofolo North
East, Zaway and Koehnko.
At the Mofe Creek Project iron mineralisation is hosted within itabirite units of Archaean or
Palaeoproterozic age with cross-cutting and interbedded mafic intrusives and interbedded
quartzites, uncomfortably overlying granitic gneiss basement of the West African Archaean
Craton. Three significant mixed oxide and silicate facies iron formations exist. The majority
of mineralisation is hosted within oxide facies iron formation and units are folded and faulted
and are locally partially re-crystallised. Re-crystallisation caused coarsening and potential
enrichment of magnetite within the parent iron formation while deep tropical weathering
caused surface enrichment and oxidation of magnetite to hematite and maghemite with
variable hydration to goethite and limonite within weathered silicate iron facies units and
towards the surface. Depth of weathering is partially controlled by structural preparation
including folding and faulting causing deeper enrichment profiles.
4. Resources
A maiden mineral resource of 61.9Mt with an in-situ iron grade of 33% (Maiden Mineral
Resource) was calculated for the Mofe Creek Project by Coffey Mining Pty Ltd and
comprises the Gofolo Main, Zaway and Koehnko deposits (MEL 12029). The Maiden Mineral
Resource includes indicated mineral resources of 16.2Mt at 35.4% Fe, with the balance of
the mineral resource classified as Inferred (45.7Mt at 32.1% Fe) (refer to Tawana ASX
announcement dated 31 March 2014).3
The Mofe Creek Project deposits consist of a series of approximately 1km to 3km strike length
semi-contiguous hills with coincident magnetic anomalies within a combined approximate
65km strike length of prospective magnetic anomalies. From the interpreted 65km of
prospective strike length the Company has only drilled tested 8km of strike at various drill
spacings, with the potential for expansion of the Mofe Creek Project’s resource remaining
extremely positive.
5. Drilling results and Potential High Grade Mineralisation
In February 2016, Tawana announced that diamond drilling had confirmed the presence of
high grade DSO hematite mineralisation at Goehn, with iron grades up to 66% Fe, located
a short trucking distance to the operating port of Freeport, Monrovia.
Six diamond drill holes (376.5m) were drilled over the north east section of the newly
discovered Goehn prospect where there was a concentration of high grade
3 For more information on the Resource estimate, refer to ASX announcement dated 31 March 2014. Tawana is not
aware of any new information or data that materially affects the information included in the said announcement.
Magnetite/Hematite mineralisation mapped and samples reported an average grade of
66% Fe (Refer to ASX announcement dated 18 February 2016).4
Results from XRF analysis included:
o 14m @ 61.1% Fe from 28m.
o 11m @ 60.2% Fe from 1m.
o 28m @ 51.5% Fe from 1m (including 4m @ 63.3% Fe from 1m).
o 22m @ 54.5% Fe from surface (including 12m @ 62.1% Fe from 3m).
Drilling results and rock chip samples have identified a DSO zone over 500m of strike, a width
of 100m and an average thickness of 15m.
The DSO mineralisation defined within the Goehn prospect falls within 6km of the bitumen
road between the Mofe Creek Project area and the operational port of Monrovia; only
85km away (Refer Figure 2). This discovery represents a strategic opportunity to structure an
early-start-up operation with minimal capital intensity, using the existing highway and a
working port within Monrovia. The mineralisation is readily accessible and presents from
surface.
The Goehn Prospect also supports the opportunity for a potential early start-up, low-capital
intensity mining and trucking operation within the initial years of production and project life
cycle. Due to the hematite DSO style mineralisation discovered, a beneficiation process
may not be required at start-up and will only be introduced as the mineralisation transitions
from DSO into friable itabirite mineralization. This mining methodology ensures the delayed
capital requirements of a processing facility and allows the wet plant to be potentially
funded from cashflow and/or strategic debt, once the Company is operational and
generating an income.
6. Future Exploration Program
The Company is discussing the possibility of entering into a Mineral Development Agreement
(MDA) with the Government of Liberia. The MDA would be an agreement outlining the
technical, commercial and social/environmental commitments to be undertaken to build,
operate and sustain a project within Liberia, and if entered into would be a legislative
document passed as a bill in parliament for a term of 25 years.
The Company also anticipated mobilising an exploration team to recommence
exploration. Mapping is anticipated concentrating on the Zaway South prospects and the
Goehn SW and SE.
The initial mapping to be conducted is reconnaissance mapping which will be used to
identify iron ore outcrops associated with elevated magnetic anomalies within the Mofe
Creek South license. After the program high priority areas were identified.
Though sections of Goehn SW was drilled resulting in obtaining DSO, much of its extension
needs to be identified with strike length and width confirmation. This will be used to plan
future drilling program from this phase of mapping.
4 For full exploration results, refer to ASX announcement dated 18 February 2016. Tawana is not aware of any new
information or data that materially affects the information included in the said announcement.
SCHEDULE 4 FINANCIAL INFORMATION
1 Financial information for Tawana Post Demerger
The financial information contained in this section has been prepared by the Company in
connection with the Demerger.
The financial information for Tawana includes:
- The historical balance sheet for Tawana as at 31 December 2017 (Tawana Historical
Balance Sheet); and
- The pro forma historical balance sheet for Tawana as at 31 December 2017 (Tawana
Pro Forma Historical Balance Sheet).
The Tawana Historical Balance Sheet and Tawana Pro Forma Historical Balance Sheet
together form the “Tawana Financial Information”.
The Tawana Financial Information presented in this section should be read in conjunction
with the risk factors set out in Schedule 7 and other information in this Notice of Meeting.
Investors should note that past results are not a guarantee of future performance.
All amounts disclosed in this section are presented in Australian dollars.
1.1 Basis of preparation and presentation of the Tawana Financial Information
The Directors are responsible for the preparation and presentation of the Tawana Financial
Information. The Tawana Financial Information included in this Notice of Meeting is
intended to present potential investors with information to assist them in understanding the
historical financial position of Tawana.
The Tawana Financial Information is presented in an abbreviated form and does not
include all of the presentation, disclosures, statements and comparative information as
required by Australian Accounting Standards (AAS) applicable to general purpose
financial reports prepared in accordance with the Corporations Act 2001.
1.2 Preparation of Historical Balance Sheet
The Tawana Historical Balance Sheet has been prepared in accordance with the
recognition and measurement principles prescribed in AAS issued by the Australian
Accounting Standards Board (AASB), which is consistent with Internal Financial Reporting
Standards (IFRS) and interpretations issued by the International Accounting Standards
Board (IASB).
In preparing the Tawana Historical Balance Sheet, the accounting policies of Tawana
have been applied. The Tawana Historical Balance Sheet has been derived from the
audited general purpose financial statements of Tawana for the year ended 31
December 2017. These general purpose financial statements of Tawana were audited by
Ernst & Young in accordance with Australian Auditing Standards. Ernst & Young issued an
unqualified audit opinion on these financial statements.
1.3 Tawana Historical Balance Sheet and Tawana Pro Forma Historical Balance Sheet as at
31 December 2017
Pro Forma Adjustments Tawana Pro
Tawana Forma
Historical Placement Historical
Balance and Cowan Balance
Sheet Conditional Lithium Transaction Sheet
31 placement demerger costs 31
December (Note 1.4 (Note 1.4 (Note 1.4 December
2017 (b) (i)) (b) (ii)) (b) (iii)) 2017
$’000 $’000 $’000 $’000 $’000
CURRENT ASSETS
Cash and cash
equivalents 16,375 23,750 (750) (127) 39,248
Trade and other
receivables 5,190 - (192) - 4,998
Prepayments 1,116 - (7) - 1,109
Inventory 27 - - - 27
Total current assets 22,708 23,750 (949) (127) 45,382
NON-CURRENT ASSETS
Mine properties 18,045 - - - 18,045
Exploration and
evaluation
expenditure 7,660 - (7,466) - 194
Property Plant and
equipment 23,833 - (21) - 23,812
Deposits 73 - - - 73
Investment in
associate - - 814 - 814
Total non-current
assets 49,611 - (6,673) - 42,938
TOTAL ASSETS 72,319 23,750 (7,622) (127) 88,320
CURRENT LIABILITIES
Trade and other
payables 9,373 - (144) - 9,229
Deferred revenue 9,595 - - - 9,595
Provisions 160 - - - 160
Total current liabilities 19,128 - (144) - 18,984
NON-CURRENT
LIABILITIES
Deferred revenue 2,905 - - - 2,905
Provisions 706 - - - 706
Total non-current
liabilities 3,611 - - - 3,611
TOTAL LIABILITIES 22,739 - (144) - 22,595
NET ASSETS 49,580 23,750 (7,478) (127) 65,725
TOTAL EQUITY 49,580 23,750 (7,478) (127) 65,725
1.4 Tawana Pro Forma Historical Balance Sheet
a) Basis for preparation
The Tawana Pro Forma Historical Balance Sheet as at 31 December 2017 set out above
is provided for illustrative purposes only and is prepared on the assumption that the
transaction was implemented as at 31 December 2017. If approved, the Demerger is
expected to be implemented in June 2018. The Pro Forma Historical Balance Sheet
does not illustrate the financial position that may be contained in future financial
statements of Tawana following the Demerger.
The Tawana Pro Forma Historical Balance Sheet has been prepared solely for inclusion
in this Notice of Meeting and has been derived from the Historical Balance Sheet of
Tawana as at 31 December 2017, adjusted for the effects of the pro forma adjustments
described below.
The Tawana Pro Forma Historical Balance Sheet has been prepared in accordance
with the recognition and measurement, but not all of the disclosure requirements, of
the AAS other than that it includes adjustments which have been prepared in a
manner consistent with AAS that reflect the impact of certain transactions
contemplated to occur as part of the Demerger of Cowan Lithium from Tawana as if
they occurred as at 31 December 2017. The Tawana Financial Information has been
prepared on a historical cost basis.
In preparing the Tawana Pro Forma Historical Balance Sheet, no adjustments have
been made for potential changes in cost or operating structure resulting from the
Demerger of Cowan Lithium from Tawana. Additionally, no adjustments have been
made for the impact of the transactions contemplated in the Mofe Creek Option
Agreement.
Impact of the Demerger on accounting
Accounting for demerger transactions is addressed in the AASB Interpretation 17
‘Distributions of Non-cash Assets to Owners’. That interpretation requires that any
obligations for distributions made by a company to its shareholders should be
recognised once declared and, where required, approved by the shareholders.
Furthermore, the distribution payable must be measured at the fair value of the assets
to be distributed.
The distribution payable is charged to equity. In this regard, the fair value of the
distribution payable will be allocated between share capital (Capital Reduction) and
demerger reserve (Demerger Distribution). The value of the Capital Reduction will be
determined by reference to the tax allocation which is expected to be supported by
an ATO ruling. The amount recorded in demerger reserve, the Demerger Distribution,
will be the difference between the distribution payable and the Capital Reduction
amount.
On the Record Date, Tawana will recognise a distribution payable based on the fair
value of Cowan Lithium. This liability will be settled through the transfer of the Cowan
Lithium shares. At that time, the difference between the historic cost of the net assets
distributed and the fair value of the distribution payables will be recognised in
Tawana’s income statement.
b) Pro Forma adjustments
The Pro Forma adjustments are as follows:
(i) Placement and Conditional placement
The Placement represents the placement of 48,780,488 ordinary shares for
$20,000,000 as announced to ASX on 17 April 2018.
The Conditional Placement represents the placement of 12,195,122 ordinary shares
for $5,000,000 as announced to the ASX on 5 April 2018.
Note that these pro forma adjustments are net of the 5% bookrunner and lead
manager fees paid/payable to Canaccord Genuity (Australia) Limited.
(ii) Cowan Lithium Demerger
In accordance with the Notice of Meeting Tawana is distributing an 85% interest in
Cowan Lithium which holds the Cowan Project, Yallari Project, Mofe Creek Project
and South Africa Assets.
The Capital Reduction and Demerger Distribution will be recognised as part of the
implementation of the Demerger.
The pro forma adjustment for the Cowan Lithium Demerger is based on the Pro
Forma Historical Balance Sheet of Cowan Lithium at 31 December 2017 as set out
in Section 2.3 of this Schedule 4.
The actual measurement of the distribution payable will be based on the fair value
of Cowan Lithium shares as at the date of settlement.
Prior to the Demerger, the carrying value of exploration and evaluation
expenditure has been impaired down to its estimated fair value less costs of
disposal amounting to $4,600,000 as determined by CSA Global Pty Ltd an
independent external valuer based on comparable transactions of lithium
exploration ground and the Kilburn method for the Cowan Project and the Yallari
Project, and comparable transactions and the Yardstick cross-check, for the Mofe
Creek Project.
Post Demerger, Tawana will hold a 15% equity in Cowan Lithium. The investment in
associate represents the fair value of Tawana’s retained interest in Cowan Lithium
on the completion of the Demerger.
(iii) Transaction costs
This relates to transaction costs associated with the demerger of Cowan Lithium.
(iv) Options
In accordance with Rule 7.5(d)(iii) of the Employee Option Rules, all Options held
by employees may be exercised at any time after the announcement of a
proposed capital reconstruction, which includes a reduction or return of the issued
capital of Tawana. Therefore, all employee Options are vested. Furthermore, for
the purpose of preparing the Tawana Pro Forma Historical Balance Sheet as at 31
December 2017, it has been assumed that none of the outstanding Options,
including the vested employee options will be exercised.
(v) Issue of shares pursuant to the Metalicity Consideration
For the purpose of preparing the Tawana Pro Forma Historical Balance Sheet as at
31 December 2017, it has been assumed that none of the 153,846 shares issued as
part of the consideration for the transfer of a Cowan Project tenement to Mount
Belches from Metalicity Energy Pty Ltd have been issued.
(vi) Intercompany loans
For the purpose of preparing the Tawana Pro Forma Historical Balance Sheet as at
31 December 2017, intercompany loans have been disregarded and no
adjustments have been made for intercompany loans or forgiveness of
intercompany loans.
2 Financial information for Cowan Lithium
The financial information contained in this section has been prepared by Tawana in
relation to Cowan Lithium in connection with the Demerger.
Cowan Lithium was incorporated on 23 March 2018 with $1 in issued capital (1 share
issued at $1 per share). Cowan Lithium has been dormant since incorporation.
For the purpose of preparing the pro forma historical balance sheet for Cowan Lithium it
has been assumed that it was incorporated on 31 December 2017.
The financial information for Cowan Lithium includes:
- The historical balance sheet as at 23 March 2018 (Cowan Lithium Historical Balance
Sheet); and
- The pro forma historical balance sheet as at 31 December 2017 (Cowan Lithium Pro
Forma Historical Balance Sheet).
The Cowan Lithium Historical Balance Sheet and Cowan Lithium Pro Forma Historical
Balance Sheet together form the “Cowan Lithium Financial Information".
The Cowan Lithium Financial Information presented in this section should be read in
conjunction with the risk factors set out in Schedule 7 and other information in this Notice
of Meeting. Investors should note that past results are not a guarantee of future
performance.
All amounts disclosed in this section are presented in Australian dollars.
2.1 Basis of preparation and presentation of the Cowan Lithium Financial Information
The Directors of Tawana are responsible for the preparation and presentation of the
Cowan Lithium Financial Information. The Cowan Lithium Financial Information included in
this Notice of Meeting is intended to present potential investors with information to assist
them in understanding the historical financial position of Cowan Lithium.
The Cowan Lithium Financial Information is presented in an abbreviated form and does
not include all of the presentation, disclosures, statements and comparative information
as required by AAS applicable to general purpose financial reports prepared in
accordance with the Corporations Act 2001.
2.2 Cowan Lithium Historical Balance Sheet
The Cowan Lithium Historical Balance Sheet has been prepared in accordance with the
recognition and measurement principles prescribed in AAS issued by the AASB, which is
consistent with IFRS and interpretations issued by the IASB.
In preparing the Cowan Lithium Historical Balance Sheet, the accounting policies of
Cowan Lithium have been applied which are consistent with those applied by Tawana.
The Cowan Lithium Historical Balance Sheet has been derived from trial balance of
Cowan Lithium at 23 March 2018 (date of incorporation) which is unaudited as at the date
of the Notice of Meeting. Cowan Lithium has been dormant since incorporation. As noted
in above, for the purpose of preparing the Cowan Lithium Pro Forma Historical Balance
Sheet, it has been assumed that Cowan Lithium was incorporated on 31 December 2017.
2.3 Cowan Lithium Historical & Pro Forma Historical Balance Sheets
Cowan
Cowan Lithium Pro
Lithium Pro Forma Forma
Historical Adjustments - Historical
Balance Transfer of Balance
Sheet assets under Sheet
23 March Share Exchange 31December
2018 Agreement 2017
$’000 $’000 $’000
CURRENT ASSETS
Cash and cash equivalents - 750 750
Trade and other receivables - 192 192
Prepayments - 7 7
Total current assets - 949 949
NON-CURRENT ASSETS
Exploration and evaluation expenditure - 4,600 4,600
Property Plant and equipment 21 21
Total non-current assets - 4,621 4,621
TOTAL ASSETS - 5,570 5,570
CURRENT LIABILITIES
Trade and other payables - 144 144
Total current liabilities LIABILITIES - 144 144
TOTAL LIABILITIES - 144 144
NET ASSETS - 5,426 5,426
TOTAL EQUITY - 5,426 5,426
2.4 Cowan Lithium Pro Forma Historical Balance Sheet
a) Basis of preparation
As noted in Section 1.1, Cowan Lithium was incorporated on 23 March 2018. Cowan
Lithium has been dormant since incorporation. For the purpose of preparing the
Cowan Lithium Pro Forma Historical Balance Sheet it has been assumed that Cowan
Lithium was incorporated on 31 December 2017.
The Cowan Lithium Pro Forma Historical Balance sheet of the as at 31 December 2017
set out above is provided for illustrative purposes only and is prepared on the
assumption that the transfer of assets under the Share Exchange Agreement was
implemented on 31 December 2017. If approved, the transaction is expected to be
implemented in June 2018. It does not illustrate the financial position that may be
contained in future financial statements of Cowan Lithium as a result of the Demerger.
The Cowan Lithium Pro Forma Historical Balance Sheet has been prepared solely for
inclusion in this Notice of Meeting and has been derived from the Cowan Lithium
Historical Balance Sheet as at 23 March 2018, adjusted for the effects of the pro forma
adjustments described below.
The Cowan Lithium Pro Forma Historical Balance Sheet has been prepared in
accordance with the recognition and measurement, but not all of the disclosure
requirements, of the AAS other than that it includes adjustments which have been
prepared in a manner consistent with AAS that reject the impact of certain
transactions contemplated to occur as part of the asset transfer and Demerger as if
occurred as at 31 December 2017. The Cowan Lithium Financial Information has also
been prepared on a historical cost basis.
In preparing the Cowan Lithium Pro Forma Historical Financial Information, no
adjustments have been made for potential changes in cost or operating structure
resulting from the demerger of Cowan Lithium from Tawana. Additionally, no
adjustments have been made for the impact of the transactions contemplated in the
Mofe Creek Option Agreement.
b) Pro forma adjustments
This represents the fair value of assets of and liabilities transferred to Cowan Lithium in
accordance with the Share Exchange Agreement prior to the Demerger.
c) Intercompany loans
For the purpose of preparing the Cowan Lithium Pro Forma Historical Balance Sheet as
at 31 December 2017, intercompany loans have been disregarded and no adjustments
have been made for intercompany loans or forgiveness of intercompany loans.
SCHEDULE 5 RIGHTS ATTACHING TO COWAN LITHIUM SHARES
Cowan Shares proposed to be distributed to Shareholders will not be quoted on ASX and
consequently shareholders will not be able to be trade on Cowan Shares on ASX. Once
the shares are registered in the name of the Shareholder as a result of the Prospectus
being issued by the Company, they may sell or transfer those shares if they can find a
buyer.
The following is a summary of the more significant rights and liabilities attaching to Cowan
Shares to be distributed to Shareholders. This summary is not exhaustive and does not
constitute a definitive statement of the rights and liabilities of Shareholders as shareholders
of Cowan Lithium. To obtain such a statement, persons should seek independent legal
advice.
Full details of the rights and liabilities attaching to Cowan Shares are set out in the Cowan
Constitution, a copy of which is available to view at the Company’s registered office.
1 General meetings and notices
General meetings of Cowan Lithium are to be held in accordance with the
Corporations Act, and each Cowan Shareholder will be entitled to receive notice
of a general meeting in accordance with the Corporations Act and, except in
certain circumstances, attend and vote at general meetings of Cowan Lithium.
2 Voting rights
Subject to any special rights or restrictions for the time being attached to any class
of Cowan Shares and to the Cowan Constitution, at a general meeting, each
Cowan Shareholder present in person, or by attorney, corporate representative or
proxy, or who delivers a direct vote, has one vote on a show of hands, and one
vote for each fully paid Cowan Share on a poll, or for a partly paid Cowan Share,
a fraction of a vote equal to the proportion which the amount paid on the Cowan
Share bears to the total issue price of the Cowan Share.
Voting at any meeting of Cowan Shareholders is by a show of hands (unless a poll
is demanded). Direct votes are counted only on a poll. The quorum required for a
meeting of Cowan Shareholders is two members present in person, or by attorney,
corporate representative or proxy. Direct votes are not counted as part of the
quorum.
3 Dividend rights
Under the Cowan Constitution, the directors may determine or declare that a
dividend is payable, fix the amount and the time for payment, and determine the
method of payment of the dividend to each Cowan Shareholder entitled to that
dividend. The directors may rescind or alter any such determination or declaration
before payment is made.
If a dividend is paid, it will be paid in proportion to the number of Cowan Shares
held by a Cowan Shareholder and, in the case of partly paid Cowan Shares, in
proportion to the percentage of the issue price that has been paid (excluding
amounts credited and amounts paid in advance of a call).
Interest is not payable in respect of any dividend.
4 Capitalisation of profit
Cowan Lithium may capitalise profits. Subject to the constitution and the terms of
the issue of shares, the Directors may resolve to apply the sum in paying up any
amounts unpaid on Cowan Shares or in paying up in full unissued shares as fully
paid.
5 Winding-up
If Cowan Lithium is wound up, the liquidator may, with the sanction of a special
resolution of Cowan Shareholders, distribute among Cowan Shareholders the
whole or any part of the property of Cowan Lithium and may determine how to
distribute the property as between Cowan Shareholders or different classes of
Cowan Shareholders.
6 Transfer of Shares
Cowan Shareholders may transfer Cowan Shares in accordance with the ASX
Settlement Operating Rules, by instrument in writing in any form the directors
approve, or by any other method of transfer of marketable securities required or
permitted by the Corporations Act, ASX Settlement Operating Rules and ASX and
approved by the directors.
The Cowan Directors may, if the ASX Listing Rules, the ASX Settlement Operating
Rules and the Cowan Constitution permit Cowan Lithium to do so, request ASX
Settlement Pty Limited to apply a holding lock to prevent a transfer of Cowan
Shares from being registered or refuse to register a transfer of Cowan Shares.
7 Issue of further Cowan Shares
Subject to the Corporations Act and the ASX Listing Rules, the issue of shares
(including partly paid shares and redeemable preference shares) in Cowan Lithium
is under the control of the Cowan Board. The Cowan Board has the power to issue
shares, options and other securities convertible into shares to any person at any
time and for such consideration as it determines.
8 Small holdings
The Cowan Directors may give a divestment notice to a Cowan Shareholder
whose holding of Cowan Shares is valued at less than a marketable parcel of
shares under the ASX Listing Rules. The divestment notice notifies the Cowan
Shareholder that Cowan Lithium intends to sell the Cowan Shares the subject of the
divestment notice within 6 weeks of the date of the divestment notice.
Following the 6 week period, Cowan Lithium will be entitled to sell the Cowan
Shares the subject of the divestment notice unless:
(a) the Cowan Shares were valued at more than a marketable parcel of shares
at the time the Cowan Shareholder acquired them; and
(b) the Cowan Shareholder notified Cowan Lithium in writing that the Cowan
Shareholder wishes to retain its Cowan Shares.
SCHEDULE 6 RISK FACTORS
1 Specific risks to Cowan Lithium
(a) Exploration success
Cowan Lithium will be the beneficial owner of a number of mineral
exploration licenses that comprise the Projects. The licenses are at various
stages of exploration, and Shareholders should understand that mineral
exploration and development are high-risk undertakings.
There can be no assurance that exploration of the licenses, or any other
licenses that may be acquired in the future, will result in the discovery of
an economic mineral deposit. Even if an apparently viable deposit is
identified, there is no guarantee that it can be economically exploited.
In addition, there is no assurance that exploration or project studies by
Cowan Lithium will result in the discovery of an economically viable
mineral deposit or that the exploration tonnage estimates and conceptual
project developments discussed in this notice of meeting are able to be
achieved.
The exploration costs for the Projects are based on certain assumptions
with respect to the method and timing of exploration. By their nature,
these estimates and assumptions are subject to significant uncertainties
and, accordingly, the actual costs may materially differ from these
estimates and assumptions. Accordingly, no assurance can be given that
the cost estimates and the underlying assumptions will be realised in
practice, which may materially and adversely affect Cowan Lithium’s
viability.
(b) Status of licences and tenements
The exploration licences that will be held by Cowan Lithium are current
and subject to renewal in due course. Cowan Lithium cannot guarantee
that the granted exploration licences will be renewed on satisfactory
terms, or at all. There is a material risk that, in the event that Cowan
Lithium is unable to renew these granted licences beyond their current
expiry date, Cowan Lithium’s interest in the licences may be relinquished.
More generally, some of the tenements are subject to the Mining Act 1978
(WA) (Mining Act) and other applicable regulations. Cowan Lithium as
the tenement holder has certain obligations under the Mining Act in
relation to the tenements, including payment of annual rents, meeting
prescribed expenditure commitments (or obtaining exemptions from
them), and satisfying other conditions imposed on the tenements.
Other tenements are subject to the applicable mining acts in Liberia and
South Africa. The renewal of the terms of these tenements is subject to the
discretion of the relevant minister. Renewal conditions may include
increased expenditure and work commitments or compulsory
relinquishment of areas of the tenements comprising the Projects. The
imposition of new conditions or the inability to meet those conditions may
adversely affect the operations, financial position and/or performance of
Cowan Lithium.
It is Cowan Lithium’s intention to satisfy the conditions that apply to the
tenements. However there are no guarantees that, in the future, the
minimum expenditure and other conditions that apply to the tenements
will be satisfied. If the conditions that apply to a tenement are not
satisfied, Cowan Lithium may be subject to penalties or forfeiture
applications. Additional conditions may also be imposed on the
tenements in the future. Any of these events could have a materially
adverse effect on Cowan Lithium’s prospects and the value of its assets.
If the MDA review process is terminated without an alternate arrangement
being made with the Liberian government authorities, mineral exploration
licence MEL 12029 would be at risk of forfeiture. If the Company is unable
to rectify the deficiencies in relation to mineral exploration licence MEL
1223/14 or the government does not accept Tawana’s submissions then
mineral exploration licence MEL 1223/14 will be subject to forfeiture.
(c) Resource estimate risks
Resource estimates are expressions of judgment based on knowledge,
experience and industry practice. Estimates, which were valid when
made, may change when new information becomes available. Resource
estimates are imprecise and depend to some extent on interpretations,
which may prove to be inaccurate. If mineralisation or a formation is
different from those predicted by past drilling and mining, resource
estimates and mining plans may have to be altered in a way which could
either benefit or adversely affect Cowan Lithium’s operations.
(d) Development and operational risks
By its very nature, mine development contains significant risk with no
guarantee of success. Therefore, even if a potentially economic mineral
deposit is identified by Cowan Lithium in the future, there is no guarantee
that it can be developed and economically exploited. The ultimate
economic development of a mineral deposit is dependent on many
factors such as:
- the delineation of economically recoverable mineral reserves;
- access to adequate capital for project development;
- design and construction of efficient development and production
infrastructure within capital expenditure budgets;
- securing and maintaining title to appropriate mining tenements;
- obtaining regulatory consents and approvals necessary for the
conduct of development and production;
- securing plant and equipment; and
- access to competent operational management and prudent
financial administration, including the availability and reliability of
appropriately skilled and experienced employees, contractors
and consultants.
In particular, any mineral deposits identified by Cowan Lithium may not
produce sufficient quantities or qualities of minerals to be profitable or
commercially viable and may result in a total loss of the investments by
Cowan Lithium.
Further, once established, mining operations can be impacted by a
number of factors, including geological and weather conditions causing
delays and interference to operations, access to necessary funding,
metallurgical issues, mechanical failure of plant and equipment, shortages
or increases in price of consumables and plant and equipment,
environmental hazards, fires, explosions and other accidents.
These factors affect Cowan Lithium’s ability to establish mining operations,
continue with the Projects and earn income from its operations and will
affect the Cowan Share price.
Similarly, all production costs, particularly labour, fuel and power are a key
risks and have the potential to adversely affect Cowan Lithium’s
profitability. If Cowan Lithium develops mining operations and these are
subject to cost over-runs and/or higher than anticipated operating costs,
this would adversely affect Cowan Lithium’s profitability, the value of
Cowan Lithium’s Projects and in turn, the value of Cowan Shares.
(e) Additional requirements for capital and dilution
Cowan Lithium may require additional funding to effectively implement its
business and operations plans in the future, to take advantage of
opportunities for acquisitions, joint ventures or other business opportunities,
and to meet any unanticipated liabilities or expenses which Cowan
Lithium may incur.
Cowan Lithium may seek to raise further funds through equity (likely by
way of an IPO on the ASX) or debt financing, joint ventures or other
means. Failure to obtain sufficient financing for Cowan Lithium’s activities
and future projects may result in delay and indefinite postponement of the
development of the Projects and may place the tenements are risk of
forfeiture. There can be no assurance that additional finance will be
available when needed or, if available, the terms of the financing might
not be favourable to Cowan Lithium and might involve substantial dilution
to Cowan Shareholders.
(f) Commodity price risk and exchange rate risk
If Cowan Lithium achieves success leading to mineral production, the
revenue it will derive through the sale of commodities exposes the
potential income of Cowan Lithium to commodity price and exchange
rate risks. Commodity prices fluctuate and are affected by many factors
beyond the control of Cowan Lithium. Such factors include supply and
demand fluctuations for precious and base metals, technological
advancements, forward selling activities and other macro-economic
factors.
Furthermore, international prices of various commodities are denominated
in United States dollars, whereas the income and expenditure of Cowan
Lithium are generally in, and will be taken into account in, Australian
dollars, exposing Cowan Lithium to the fluctuations and volatility of the
rate of exchange between the United States dollar and the Australian
dollar as determined in international markets.
(g) Environmental and approvals risk
Cowan Lithium’s operations will be subject to the laws and regulations of
all jurisdictions in which it has mineral interests and carries on business,
including environmental compliance and relevant hazards. Cowan
Lithium intends to conduct its activities in an environmentally responsible
manner and in accordance with all applicable laws. However, Cowan
Lithium may be the subject of accidents or unforeseen circumstances that
could subject Cowan Lithium to extensive liability.
Laws and regulations intended to ensure the protection of the
environment are constantly changing, and are generally becoming more
restrictive. There is a risk that environmental laws and regulations could
become more onerous making Cowan Lithium’s operations more
expensive. There is no assurance that future changes in environmental
regulation, if any, will not adversely affect Cowan Lithium’s operations.
Government approvals and permits will be required in connection with
Cowan Lithium’s operations, including for operating on any
environmentally sensitive areas and for such activities as any land clearing
and ground disturbing activities. To the extent such approvals are
required and there are delays in obtaining them or they are not obtained
or maintained on acceptable conditions, Cowan Lithium may be delayed
or prohibited from proceeding with planned exploration or development
of the Projects.
Failure to comply with applicable laws, regulations and permit
requirements may result in enforcement actions (including orders issued by
regulatory or judicial authorities causing operations to cease or be
curtailed) and may include corrective measures requiring capital
expenditures, installation of additional equipment or remedial actions.
(h) Government regulation
The countries in which Cowan Lithium operates may be subject to
political, economic, contractual and other uncertainties. Future
government actions concerning the economy or the operation and
regulation of mines could have a significant effect on Cowan Lithium.
Cowan Lithium’s activities may be subject to political, economic and
other uncertainties, including the risk of civil rebellion, expropriation,
nationalisation, enforceability or renegotiation or nullification of existing
contracts, mining licences, permits or other agreements, changes in law or
taxation policies, currency exchange restrictions, foreign ownership
restrictions and changing political conditions.
(i) Liberian and South African sovereign risk
The Mofe Creek Project is located in the Republic of Liberia and Rakana
Consolidated has an interest in projects situated in the Republic of South
Africa. They are thus subject to the risks associated with operating in
foreign countries. These risks may include economic, social or political
instability or change, hyperinflation, currency non-convertibility or
instability and changes of law affecting foreign ownership, government
participation, taxation, working conditions, rates of exchange, exchange
control, exploration licensing, export duties, repatriation of income or
return of capital, environmental protection, labour relations as well as
government control over natural resources or government regulations that
require the employment of local staff or contractors or require other
benefits to be provided to local residents.
Any future material adverse changes in government policies or legislation
in Liberia or South Africa that affect foreign ownership, exploration,
development or activities of companies involved in mining exploration
and production, may affect the viability and profitability of Cowan
Lithium.
(j) Liberian legal environment
Liberia’s legal system is less developed than more established countries
and this could result in the following risks:
- political difficulties in obtaining effective legal redress in the courts
whether in respect of a breach of law or regulation or in an
ownership dispute;
- a higher degree of discretion held by various government officials
or agencies;
- the lack of political or administrative guidance on implementing
applicable rules and regulations, particularly in relation to taxation
and property rights;
- inconsistencies or conflicts between and within various laws,
regulations, decrees, orders and resolutions; or
- relative inexperience of the judiciary and court in matters
affecting Cowan Lithium.
The commitment from local business people, government officials and the
judicial system to abide by legal requirements and negotiated
agreements may be more uncertain, creating particular concerns with
respect to licences and agreements for business. These may be
susceptible to revision or cancellation and legal redress may be uncertain
or delayed. There can be no assurance that legal arrangements with
Cowan Lithium will not be adversely affected by the actions of the
government authorities or others. As such, the effectiveness and
enforcement of any such arrangements cannot be assured.
(k) South African Black Economic Empowerment and Social Development
Cowan Lithium will be required to comply and remain compliant with the
South African Mining Charter, the Mining Codes and the black economic
empowerment participation requirements and the approved social and
labour plan in order to retain prospecting and mining rights. Any failure to
satisfy and to continue to satisfy the black economic empowerment
requirements of the Mineral and Petroleum Resources Development Act,
the Charter, the approved social and labour plan and/or the Mining
Codes could jeopardise any prospecting rights held and impede Cowan
Lithium’s ability to acquire, develop or maintain any additional
prospecting and mining rights.
(l) South African exploration and mining projects
As outlined above projects located in the Republic of South Africa are
subject to certain legislative conditions, periodic renewal, environmental
laws, landowner access negotiation and agreement and other regulations
across multiple regulatory bodies who may act at their sole discretion.
Projects may also be subject to meeting certain annual expenditure
commitments imposed from time to time to keep them in good standing
and any failure to meet such commitments can result in forfeiture of any
such projects.
(m) Equipment and availability
Cowan Lithium’s ability to undertake mining and exploration activities is
dependent upon its ability to source and acquire appropriate mining
equipment. Equipment is not always available and the market for mining
equipment experiences fluctuations in supply and demand. If Cowan
Lithium is unable to source appropriate equipment economically or at all
then this would have a material adverse effect on Cowan Lithium’s
financial or trading position.
(n) Land rehabilitation requirements
Although variable, depending on location and the governing authority,
land rehabilitation requirements are generally imposed on mineral
exploration companies, as well as companies with mining operations, in
order to minimise long term effects of land disturbance. Rehabilitation
may include requirements to control dispersion of potentially deleterious
effluents and to reasonably re-establish pre-disturbance land forms and
vegetation. In order to carry out rehabilitation obligations imposed on
Cowan Lithium in connection with its mineral exploration, Cowan Lithium
must allocate financial resources that might otherwise be spent on further
exploration and/or development programs.
(o) Litigation risk
Cowan Lithium is subject to litigation risks. All industries, including the
minerals exploration industry, are subject to legal claims, with and without
merit. Defence and settlement costs of legal claims can be substantial,
even with respect to claims that have no merit.
Due to the inherent uncertainty of the litigation process, the resolution of
any particular legal proceeding to which Cowan Lithium is or may
become subject could have a material effect on its financial position,
results of operations or Cowan Lithium’s activities.
(p) Native Title and Aboriginal heritage
Cowan Lithium may need to negotiate with any native title claimant for
access rights to its tenements. In addition, agreement will need to be
reached with native title claimants and/or holders in the event of mining.
There may be significant delays and costs associated with these
negotiations and to reach agreement acceptable to all relevant parties.
Additionally, Cowan Lithium may have difficulties in obtaining heritage
survey and native title approvals.
(q) Reliance on key personnel
Cowan Lithium’s prospects will depend in part on the ability of its
executive officers, senior management and key consultants to operate
effectively, both independently and as a group. The loss of the services of
one or more of such key management personnel could have a material
adverse effect on Cowan Lithium. Cowan Lithium’s ability to manage its
exploration and development activities, and hence its success, will
depend in large part on the efforts of these individuals. Shareholders must
be willing to rely to a significant extent on management’s discretion and
judgement, as well as the expertise and competence of outside
contractors.
(r) Counter party risk
Cowan Lithium will likely enter into a number of commercial agreements
with third parties. There is a risk that the counterparties may not meet their
obligations under those agreements.
The ability of Cowan Lithium to achieve its stated objectives will depend
on the performance by the counterparties, with whom Cowan Lithium has
contracted, or will contract with, of their obligations under the relevant
agreements. If any party defaults in the performance of its obligations, it
may be necessary for Cowan Lithium to approach a court to seek a legal
remedy, which can be costly.
(s) Taxation
In all places where Cowan Lithium has operations, in addition to the
normal level of income tax imposed on all industries, Cowan Lithium may
be required to pay government royalties, indirect taxes, goods and
services tax and other imposts which generally relate to revenue or cash
flows. Industry profitability can be affected by changes in government
taxation policies.
2 General investment risks
Some of the general risks of investment which are considered beyond the control
of Cowan Lithium are as follows:
(a) Economic risks
Economic conditions, both domestic and global, may affect the
performance of Cowan Lithium. Factors such as fluctuations in currencies,
commodity prices, inflation, interest rates, supply and demand and
industrial disruption may have an impact on operating costs. Cowan
Lithium’s future possible revenues and Cowan Share price can be
affected by these factors, all of which are beyond the control of Cowan
Lithium or its directors.
(b) Taxation
The acquisition and disposal of Cowan Shares will have tax consequences,
which will differ depending on the individual financial affairs of each
Shareholder. All Shareholders in Cowan Lithium are urged to obtain
independent financial advice about the consequences of acquiring
Cowan Shares from a taxation viewpoint and generally.
(c) Contractors
Cowan Lithium is unable to predict the risk of the insolvency or managerial
failure by any of the contractors used (or to be used in the future) by
Cowan Lithium in any of its activities or the insolvency or other managerial
failure by any of the other service providers used (or to be used in the
future) by Cowan Lithium for any activity.
(d) Force Majeure
The Projects may now or in the future be adversely affected by risks
outside the control of Cowan Lithium including labour unrest, civil disorder,
war, subversive activities or sabotage, fires, floods, explosions or other
catastrophes, epidemics or quarantine restrictions.
(e) Insurance
Cowan Lithium intends to insure its operations in accordance with industry
practice. However, in certain circumstances Cowan Lithium’s insurance
may not be of a nature or level to provide adequate insurance cover. The
occurrence of an event that is not covered or fully covered by insurance
could have a material adverse effect on the business, financial condition
and results of Cowan Lithium.
Insurance of all risks associated with mineral exploration and production is
not always available and where available the costs can be prohibitive.
3 Speculative nature of investment
The directors and management of Cowan Lithium will, to the best of their
knowledge, experience and ability (in conjunction with senior management)
endeavour to anticipate, identify and manage the risks inherent in the activities
of Cowan Lithium, with the aim of eliminating, avoiding and mitigating the impact
of risks on the performance of Cowan Lithium and its business operations. The
ability of Cowan Lithium’s directors and management to do so may be affected
by matters outside their control and no assurance can be given that Cowan
Lithium’s directors and management will be successful in these endeavours.
The above list of risk factors ought not to be taken as exhaustive of the risks faced
by Cowan Lithium or Shareholders. The above factors, and others not specified,
may in the future materially affect the financial performance of Cowan Lithium
and the value of Cowan Shares.
TAWANA RESOURCES NL
ACN 085 166 721
SHORT FORM PROSPECTUS
For an offer to issue up to 63,251,764 Cowan Shares to Shareholders of Tawana
Resources NL pursuant to a Capital Reduction by way of in specie distribution
contemplated in the Capital Reduction Resolution in the Notice of Meeting
dated 1 June 2018 and to facilitate secondary trading of those shares.
IMPORTANT NOTICE
This Prospectus is important and requires your immediate attention. You should
read this Prospectus in its entirety and consult your professional adviser in respect
of the contents of this Prospectus.
This Prospectus is a short form prospectus prepared in accordance with Section
712 of the Corporations Act. This Prospectus does not of itself contain all the
information that is generally required to be set out in a document of this type, but
refers to parts of other documents lodged with ASIC, the contents of which are
therefore taken to be included in this Prospectus.
Shareholders are reminded that the securities of the Company are listed on ASX
as well as on JSE. Due to the fact that the primary listing of the securities of the
Company is ASX, with JSE being a secondary listing, the content of this document
has been compiled in accordance with mandated Listing Rules of ASX and the
Australian Corporations Act. Notwithstanding, this Prospectus has been reviewed
and approved by JSE from a corporate actions perspective.
The Directors consider an investment in the Cowan Shares that will be distributed
and transferred under this Prospectus and in accordance with the Capital
Reduction Resolution, to be speculative.
1 Offer 5
1.1 Terms and conditions of the Offer 5
1.2 Effect of the Offer on the Company 6
1.3 Effect of the Offer on Cowan Lithium 6
1.4 Action required by Shareholders 6
2 Information deemed to be incorporated in this Prospectus 6
2.1 Short form prospectus 6
2.2 Summary of material provisions of Notice of Meeting 7
3 Additional information 11
3.1 Interests of Cowan Directors 11
3.2 Interests of advisors 12
3.3 Substantial Cowan Lithium Shareholders 12
3.4 Litigation 13
3.5 Dividend policy 13
3.6 Forecast financial information 13
3.7 Exposure period 13
4 Consents 14
5 Directors’ authorisation 14
6 Definitions 15
Important Information
General
This Prospectus is dated 1 June 2018 and a copy of this Prospectus was lodged
with ASIC on that date. ASIC, ASX and JSE take no responsibility for the content of
this Prospectus, or the merits of the investment to which this Prospectus relates.
No Cowan Shares may be issued on the basis of this Prospectus later than 13
months after the date of this Prospectus, being the expiry date of this Prospectus.
No person is authorised to give information or to make any representation in
connection with this Prospectus which is not contained in this Prospectus. Any
information or representation not contained in this Prospectus may not be relied
on as having been authorised by the Company in connection with this
Prospectus.
This Prospectus, including the Notice of Meeting which is incorporated by
reference into this Prospectus, is important and should be read in its entirety. If
you do not fully understand this Prospectus or are in any doubt as to how to deal
with it, you should consult your professional adviser.
The Cowan Shares the subject of this Prospectus should be considered
speculative.
This Prospectus does not constitute an offer in any place in which, or to any
person to whom, it would not be lawful to make such an offer. No action has
been taken to lodge or register this Prospectus in any jurisdiction other than
Australia.
This Prospectus has been made available to JSE in South Africa for review in
connection with its issue to SA Holders. This Prospectus does not constitute or
involve an offer of securities to the public for the purposes of Chapter 4 of the
South African Companies Act, 71 of 2008 because it does not constitute or
involve an “offer” in terms of South African common law. Accordingly, this
Prospectus does not, nor does it intend to constitute a “registered prospectus” in
terms of Chapter of the South African Companies Act, 71 of 2008.
In making representations in this Prospectus, regard has been had to the fact that
the Company is a disclosing entity for the purposes of the Corporations Act and
certain matters may reasonably be expected to be known to Shareholders and
professional advisers whom Shareholders may consult.
Independent advice
If you are uncertain about the terms and conditions of the Offer, you should seek
the advice of an appropriately qualified financial adviser. In particular, SA
Holders should seek their own advice in respect of the applicability of the South
African Exchange Control Regulations 1961.
No ASX listing
As Cowan Lithium is an unlisted public company, Cowan Shares will not be listed
on the ASX or any other securities exchange upon issue. However, Cowan Lithium
intends to pursue an ASX listing in the near term following completion of the Offer.
Defined terms
Defined terms and abbreviations used in this Prospectus are defined in Section 6.
Short Form Prospectus
This Prospectus is a short form prospectus issued in accordance with section 712 of
the Corporations Act. This means this Prospectus alone does not contain all the
information that is generally required to satisfy the disclosure requirements of the
Corporations Act. Rather, it incorporates all other necessary information by
reference to information contained in the Notice of Meeting lodged with ASIC on
Friday, 1 June 2018. This Prospectus is issued pursuant to section 710 of the
Corporations Act.
In referring to the Notice of Meeting, the Company:
(a) identifies the Notice of Meeting as being relevant to the offer of Cowan
Shares under this Prospectus and contains information that will assist Shareholders
and their professional advisers in making an informed assessment of:
(i) the rights and liabilities attaching to the Cowan Shares; and
(ii) the assets and liabilities, financial position and performance, profits and
losses and prospects of Cowan Lithium;
(b) refers Shareholders and their professional advisers to this Prospectus
which summarises the material information in the Notice of Meeting deemed to
be incorporated in this Prospectus;
(c) informs Shareholders and their professional advisers that they are able to
obtain, free of charge, a copy of the Notice of Meeting by contacting the
Company at its registered office during normal business hours during the Offer
Period; and
(d) advises that the information in the Notice of Meeting will be primarily of
interest to Shareholders and their professional advisers or analysts.
Forward-looking statements
This Prospectus may contain forward-looking statements which are identified by
words such as ‘may’, ‘should’, ‘will’, ‘expect’, ‘anticipate’, ‘believes’, ‘estimate’,
‘intend’, ‘scheduled’ or ‘continue’ or other similar words. Such statements and
information are subject to risks and uncertainties and a number of assumptions,
which may cause the actual results or events to differ materially from the
expectations described in the forward looking statements or information.
Whilst the Company considers the expectations reflected in any forward-looking
statements or information in this Prospectus are reasonable, no assurance can be
given that such expectations will prove to be correct. The risk factors outlined
Schedule 7 of the Notice of Meeting, as well as other matters not yet known to
the Company or not currently considered material to Cowan Lithium, may cause
actual events to be materially different from those expressed, implied or
projected in any forward looking statements or information. Any-forward looking
statement or information contained in this Prospectus is qualified by this
cautionary statement.
1 Offer
1.1 Terms and conditions of the Offer
The terms and conditions of the Offer are set out in the Notice of Meeting
accompanying this Prospectus.
The Capital Reduction Resolution of the Notice of Meeting is as follows:
“That, subject to Resolutions 1 and 3 being passed, for the purposes of section
256B and section 256C(1) of the Corporations Act, and for all other purposes,
approval is given for the Company to reduce the share capital of the Company
by the Company making a pro rata in specie distribution of 85% of market value
of the share capital of Cowan Lithium Limited less a Demerger Distribution (if any)
to Shareholders on the basis of 1 Cowan Share for every 11.1 Shares held at the
Record Date on the terms and conditions set out in the Explanatory Statement.”
Pursuant to the Capital Reduction Resolution, the Company is inviting
Shareholders to vote on a reduction of capital by way of an in specie distribution
of Cowan Shares to Shareholders on a pro rata basis. This represents one Cowan
Share for every 11.1 Shares held by Shareholders on the Record Date (rounded
down to the nearest whole Cowan Share).
The Demerger will only proceed if:
(a) the Capital Reduction Resolution is passed by Shareholders;
(b) the Board of Tawana makes a final determination to proceed with the
Demerger, taking into account all information available to it including whether
Tawana has received the ATO Rulings.
Based on ASIC Regulatory Guide 188, the invitation to vote on the Capital
Reduction Resolution of the Notice of Meeting constitutes an offer to transfer the
Cowan Shares for the purposes of section 707(3) of the Corporations Act.
Accordingly, the Company has prepared this Prospectus.
The distribution of Cowan Shares under the reduction of capital to Shareholders
with registered addresses overseas is subject to legal and regulatory requirements
in those relevant overseas jurisdictions. The Company has determined that it
would be unreasonable to issue Cowan Shares under the Demerger to those
Shareholders on the Record Date with an address outside Australia (Overseas
Shareholders).
Accordingly, Overseas Shareholders on the Record Date will not be issued the
Cowan Shares to which they would otherwise be entitled and instead their
Cowan Shares will be issued to Tawana to be held on their behalf, pending a
liquidity event in the form of a sale opportunity (either pre or post ASX listing).
As at 23 May 2018, there are 38,933,476 Shares held by 658 Overseas
Shareholders. Overseas Shareholders will be notified as to the progress of the sale
by the nominee.
1.2 Effect of the Offer on the Company
The effect of the Offer on the Company will be:
(a) the Company ceasing to own 85% of all Cowan Shares (being those
Cowan Shares that it currently holds and will be issued under the Share Exchange
Agreement); and
(b) Shareholders that are registered on the Record Date (and are not
Overseas Shareholders) will receive one Cowan Share for every 11.1 Shares held.
1.3 Effect of the Offer on Cowan Lithium
The effect of the Offer on Cowan Lithium will be that 85% of the issued capital of
Cowan Lithium will no longer be held by the Company and instead will be held
by Shareholders that are registered on the Record Date of the Demerger.
1.4 Action required by Shareholders
No action is required by Shareholders under this Prospectus.
Should Shareholder approval be obtained for the Demerger and the conditions
to the Demerger are satisfied, the Cowan Shares will be transferred to Eligible
Shareholders in accordance with the terms set out in the Notice of Meeting.
A prospectus is normally required to include an application form for shares. ASIC
has granted relief from this requirement in ASIC Corporations (Application Form
Requirements) Instrument 2017/241 so that an application form is not required to
be included in this Prospectus.
In due course, Eligible Shareholders will receive a share certificate for the Cowan
Shares to which they are entitled.
If you have any queries regarding this Prospectus, please contact the Company
on +61 8 9489 2600.
2 Information deemed to be incorporated in this Prospectus
2.1 Short form prospectus
This Prospectus is a short form prospectus issued in accordance with section 712 of
the Corporations Act. This means that this Prospectus does not of itself contain all
the information that is generally required to be set out in a document of this type,
however it incorporates by reference information contained in a document that
has been lodged with ASIC.
The Notice of Meeting contains all the information that Shareholders require in
relation to the Demerger and the Notice of Meeting in its entirety is deemed to be
incorporated in this Prospectus.
The material provisions of the Notice of Meeting are summarised below in Section
2.2 of this Prospectus and will primarily be of interest to Shareholders and their
professional advisers.
A copy of the Notice of Meeting has been sent to Shareholders with this
Prospectus. However, Shareholders and their professional advisers may also
obtain, free of charge, a copy of the Notice of Meeting by contacting the
Company at its registered office during normal business hours.
2.2 Summary of material provisions of Notice of Meeting
The material provisions of the Notice of Meeting are summarised below. The
Sections and Schedules referred to below are a reference to Sections and
Schedules (respectively) in the Explanatory Statement to the Notice of Meeting:
(a) Section 1.1 – Background to the Demerger
This Section provides an overview of the Demerger including information on
Mount Belches, Kenema-Man and the South Africa Asset, which are to be
acquired by Cowan Lithium from the Company under the Share Exchange
Agreement.
(b) Sections 1.2, 1.3, 1.4 and 1.5 and Schedules 1, 2 and 3 – The Cowan
Project, the Yallari Project, the Mofe Creek Project and the South Africa Asset
These Sections and Schedules gives a description of the Cowan Project, the
Yallari Project, the Mofe Creek Project and the South Africa Asset which are the
key assets that Cowan Lithium is acquiring under the Share Exchange Agreement,
including the Cowan Lithium Project, the Yallari Lithium Project, the Mofe Creek
Iron Ore Project, and a 26% interest in the Avontuur Manganese Project.
(c) Section 1.6 and Schedule 5 – Agreements
This Section provides a summary of the Share Exchange Agreement, the Services
Agreement, the Access Deed and the Mofe Creek Option.
Under the Share Exchange Agreement, the Company will:
(i) sell to Cowan Lithium 100% of all of the shares Tawana holds in Mount
Belches, Kenema-Man and Rakana Consolidated; and
(ii) pay $750,000 to Cowan Lithium,
in consideration for which Cowan Lithium will issue a to-be-determined number of
Cowan Shares to Tawana (or its nominee). The Company intends to direct that
85% of the Cowan Shares it is entitled to under the Share Exchange Agreement
be distributed directly to the Shareholders.
The Share Exchange Agreement also provides Tawana with the right to
participate in any issue of securities in Cowan Lithium and the right to appoint a
nominee director to Cowan Lithium’s board provided that Tawana continues to
hold at least a 10% interest in Cowan Lithium.
The Services Agreement outlines the transitional services that Tawana will provide
to Cowan Lithium for a 6 month period after the Demerger becomes effective (or
potentially longer if the parties agree). The Schedule contains a diagram showing
the corporate structure of the Tawana group both pre and post the Demerger.
The Access Deed provides that Mount Belches (which will be a wholly owned
subsidiary of Cowan Lithium following the Demerger) will grant Lithco No.2 Pty Ltd,
a wholly owned subsidiary of Tawana, an irrevocable licence to access land the
subject of certain exploration licences to extract water.
The Mofe Creek Option gives ARRL the option to purchase 100% of the issued
shares in either Tawana Liberia Inc or Kenema-Man (at its discretion) for a total
purchase price of $500,000, with $20,000 payable for the grant of the option and
$480,000 payable in two tranches following the exercise of the option. Upon
exercise of the Mofe Creek Option, Cowan Lithium also becomes entitled to a
1.25% revenue royalty on product shipped from the Mofe Creek Project.
(d) Section 1.7 - ATO Rulings
This Section describes the ATO Rulings that the Company will seek.
(e) Section 1.8 – Cowan Lithium
This Section provides information about Cowan Lithium, the wholly owned public
company to which the Company will transfer the Cowan Project, the Yallari
Project, the Mofe Creek Project and the South Africa Asset, before undertaking a
capital reduction and distribution by way of in specie distribution of 85% of all
Cowan Shares to Shareholders.
(f) Section 1.9 – Advantages and disadvantages of the Demerger
This Section outlines the principal advantages and disadvantages to Shareholders
of the Demerger.
(g) Section 1.10 - Future of the Company following completion of the
Demerger
This Section clarifies the Company’s anticipated future plans if the Demerger is
completed. The Company will continue to implement the Alliance Merger.
(h) Section 1.11 - Future of the Company if the Demerger is not approved
This Section clarifies the Company’s anticipated future plans if the Demerger is
not completed. The Company will not transfer its interest in the Demerger Entities
to Cowan Lithium. As the Alliance Merger and the Demerger are independent of
each other, if the Demerger is not approved, implementation of the Alliance
Merger will not be impacted.
(i) Section 1.12 - Future of Cowan Lithium if the Demerger is approved,
including ASX listing
This Section clarifies Cowan Lithium’s anticipated future plans if the Demerger is
completed will be to:
(i) continue to develop the Projects;
(ii) pursue other resources opportunities including pursuing any acquisition
opportunities that may arise; and
(iii) raise capital and pursue listing on the ASX at a later stage.
(j) Section 1.13 – Voting intentions
This Section states that Shareholders holding approximately 33% of all Shares as at
21 May 2018 have confirmed their intention to vote in favour of the Demerger.
(k) Section 1.14 – Directors’ recommendation
This Section includes a recommendation from the Directors that Shareholders vote
in favour of the Demerger including the Capital Reduction Resolution. This
Section also sets out the reasons why the Directors unanimously recommend that
Shareholders vote in favour of the Demerger.
(l) Section 1.15 – The Board retains ultimate discretion whether to proceed
with the Demerger
This Section confirms the Board retains the ultimate discretion whether to proceed
with the proposed Demerger.
(m) Section 2.2 – Impact of an ASX listing
This Section outlines the impact on Shareholders if Cowan Lithium pursues an ASX
listing following completion of the Demerger.
(n) Section 3.1 – General
This Section provides a brief overview of the Demerger including the expected
number of Cowan Shares to be received by Shareholders for every Share held.
Shareholders will receive one Cowan Share for every 11.1 Shares held on the
Record Date (rounded down to the nearest whole Cowan Share).
(o) Section 3.2 – Timetable
This Section sets out the indicative timetable for the Demerger.
(p) Section 3.3 – Cowan Shares not immediately listed on ASX
This Section includes a statement that at the time of the distribution to
Shareholders the Cowan Shares will not be listed on the ASX or any other securities
exchange. However following the distribution, Cowan Lithium proposes to pursue
a capital raising with a view to listing on the ASX.
(q) Section 3.4 – Requirements under section 256B and section 256C of the
Corporations Act
This Section includes a statement that the Directors believe that the Capital
Reduction is fair and reasonable to Shareholders and that the Capital Reduction
will not prejudice the Company's ability to pay its creditors.
(r) Section 3.5 and Schedule 4 – The effect of the proposed equal reduction of
capital on the Company
This Section refers to the Schedule which contains a pro forma balance sheet of
the Company as at 31 December 2017 showing the financial impact of the
capital reduction on the Company (assuming that no further Shares are issued
other than the Placement and Conditional Placement).
(s) Section 3.6 – The effect of the proposed equal reduction of capital on
Shareholders
This Section outlines the effect of the proposed capital reduction on Shareholders
which is that Shareholders registered on the Record Date will receive a pro rata
distribution in specie of Cowan Shares.
(t) Section 3.7 – The effect of the proposed equal reduction of capital on Option
holders
This Section outlines the effect of the proposed capital reduction on Option
holders which is that the number of Options on issue following the Demerger will
remain the same, but the exercise price of each Option will be reduced by the
same amount as the amount returned in relation to each Share.
(u) Sections 3.8 and 3.9 – Capital structure of the Company and Cowan
Lithium
These Sections provide the capital structure of the Company and Cowan Lithium
at the date of the notice of meeting and a pro forma capital structure of the
Company and Cowan Lithium upon completion of the Demerger.
(v) Section 3.10 – Overseas Shareholders
This Section sets out the rights and restrictions of Overseas Shareholders in relation
to the Demerger.
(w) Section 3.11 Information for SA Holders
This Section provides information to SA Holders.
(x) Section 3.12 – Trading Cowan Shares
This Section outlines how Shareholders may sell their Cowan Shares prior to the
proposed IPO of Cowan Lithium.
(y) Section 3.13 – Board of directors of Cowan Lithium
This Section provides information about the Cowan Directors.
(z) Section 3.14 – Directors’ interests
This Section details the number of securities of the Company in which the Cowan
Directors have an interest prior to the Demerger and the number of Cowan
Shares they are likely to receive if the Demerger is completed.
(aa) Section 3.15 – Directors’ remuneration
This Section sets out a table showing the remuneration provided to the Directors
during the last two financial years prior to the date of the Notice of Meeting. This
Section also sets out the remuneration received by the Cowan Directors since
Cowan Lithium was incorporated on Monday, 23 March 2018.
(bb) Section 3.16 and Schedule 6 – Rights attaching to Cowan Shares
This Section and Schedule contains a summary of the more significant rights and
liabilities attaching to Cowan Shares.
(cc) Section 3.17 and Schedule 7 – Risk factors
This Section and Schedule lists a number of specific and general risks that may
have a material effect on the financial position and performance of Cowan
Lithium and the value of its shares.
(dd) Section 3.18 – Taxation consequences
This Section outlines the potential Australian tax consequences relating to the
Demerger to Shareholders.
To the maximum extent permitted by law, the Company, its officers and each of
their respective advisors accept no liability and responsibility with respect to the
taxation consequences for Shareholders.
(ee) Section 4.1 – General
This Section describes the proposed amendments to the Constitution. The
amendments are to allow the Company to give effect to the Demerger and to
sell the Cowan Shares to which Overseas Shareholders would otherwise be
entitled.
3 Additional information
3.1 Interests of Cowan Directors
Other than as set out below or elsewhere in this Prospectus or the Notice of
Meeting:
(a) no Cowan Director holds, or during the last two years before lodgement
of this Prospectus with ASIC, held, an interest in:
(i) the formation or promotion of Cowan Lithium;
(ii) property acquired or proposed to be acquired by Cowan Lithium in
connection with its formation or promotion or the Offer; or
(iii) the Offer; and
(b) except as set out in this Prospectus or the Notice of Meeting, no
amounts have been paid or agreed to be paid and no benefits have been given
or agreed to be given to any Cowan Director either to induce him to become, or
to qualify, as a Cowan Director or otherwise for services rendered by them in
connection with the formation or promotion of Cowan Lithium or the Offer.
Mark Calderwood is a beneficiary of a trust which owns Corporate & Resources
Consultants Pty Ltd (CRC). CRC was previously the majority owner of Mount
Belches, which holds the Cowan Project and the Yallari Project. At the time of the
sale of Mount Belches to the Company, pursuant to a binding term sheet dated 6
July 2016, Mr Calderwood was not a director of Tawana and Mr Calderwood
does not currently have any entitlement to the Tawana shares owned by CRC.
Michael Naylor has a consultancy arrangement with Tawana in connection with
various corporate initiatives including the Alliance Merger and the Demerger. Mr
Naylor receives a fixed monthly fee.
3.2 Interests of advisors
Other than as set out below or elsewhere in this Prospectus or the Notice of
Meeting, no promoter of Cowan Lithium or person named in this Prospectus as
performing a function in a professional advisory or other capacity in connection
with the preparation or distribution of this Prospectus has, or had within two years
before lodgement of this Prospectus with ASIC, any interest in:
(a) the formation or promotion of Cowan Lithium;
(b) any property acquired or proposed to be acquired by Cowan Lithium in
connection with its formation or promotion or the Offer; or
(c) the Offer,
and no amounts have been paid or agreed to be paid and no benefits have
been given or agreed to be given to any of those persons for services rendered in
connection with the formation or promotion of Cowan Lithium or the Offer.
King & Wood Mallesons has acted as the solicitors to the Company in relation to
the Offer. The Company estimates it will pay King & Wood Mallesons
approximately $15,000 for these services. Subsequently, fees will be charged in
accordance with normal charge out rates.
3.3 Substantial Cowan Lithium Shareholders
As at the date of this Prospectus, the Company holds the one Cowan Share on
issue.
On completion of the Demerger the substantial Cowan Shareholders (being the
Cowan Shareholders with a voting power in 5% or more of the Cowan Shares on
issue) will be as set out below (assuming no outstanding Options are exercised
and there is no change in Tawana shareholdings between the date of this
Prospectus and the Record Date):
Name of Cowan Shareholder Number of Tawana Shares (as last notified to
Tawana) Number of Cowan Shares in which the Cowan Shareholder has a
relevant interest (1:11.1 ratio)
Percentage interest
Tawana Resources NL - 9,064,920 15%*
Weier Antiebe und Energietechnik 76,167,857 6,861,969 11.35%
Tribeca Investment Partners Pty Ltd 41,731,903 3,759,631
6.22%
* These figures do not include any Cowan Shares which Tawana will hold on
behalf of Overseas Shareholders.
3.4 Litigation
To the knowledge of the Directors, other than as disclosed in the Notice of
Meeting or in this Prospectus, as at the date of this Prospectus, Cowan Lithium is
not involved in any legal proceedings, and the Directors are not aware of any
legal proceedings pending or threatened against Cowan Lithium or any of the
entities that will become subsidiaries of Cowan Lithium.
3.5 Dividend policy
The Company does not expect Cowan Lithium to declare any dividends in the
near future as its focus will primarily be on using cash reserves for appraisal of the
Projects.
Any future determination as to the payment of dividends by Cowan Lithium will
be at the discretion of the Cowan Directors and will depend on matters such as
the availability of distributable earnings, the operating results and financial
condition of Cowan Lithium, future capital requirements and general business
and other factors considered relevant by the Cowan Directors. No assurances
can be given by the Directors in relation to the payment of dividends by Cowan
Lithium or that franking credits may attach to any dividends.
3.6 Forecast financial information
Given the nature of the Cowan Lithium business and the fact that it is the early
stages of exploration of the Projects, there are significant uncertainties associated
with forecasting future revenues and expenses of Cowan Lithium. In light of
uncertainty as to timing and outcome of Cowan Lithium’s growth strategies,
Cowan Lithium’s performance in any future period cannot be reliably estimated.
On this basis and after considering Regulatory Guide 170, the Directors believe
that reliable financial forecasts for Cowan Lithium cannot be prepared and
accordingly have not included financial forecasts in this Prospectus.
3.7 Exposure period
The Corporations Act prohibits the Company from transferring the Cowan Shares
in the seven day period after the date of lodgement of this Prospectus. This
period may be extended by ASIC by up to a further seven days. This period is an
exposure period to enable this Prospectus to be examined by market participants
prior to the transfer of the Cowan Shares. Given the General Meeting will be held
on Friday, 6 July 2018 and the Demerger will occur some time after that date, the
exposure period will be expired by the time the Demerger occurs.
4 Consents
Each of the parties referred to in this Section:
(a) does not make, or purport to make, any statement in this Prospectus, or
any statement on which a statement in this Prospectus is based, other than those
referred to in this section;
(b) has not authorised or caused the issue of this Prospectus or the making
of the Offer; and
(c) makes no representations regarding, and to the maximum extent
permitted by law, expressly disclaims and takes no responsibility for any
statements in, or omissions from, any part of this Prospectus other than a
reference to its name and a statement and/or any report (if any) included in this
Prospectus with the consent of that party as specified in this section.
King & Wood Mallesons has given and has not, before lodgement of this
Prospectus with ASIC, withdrawn its consent to be named in this Prospectus as
solicitors to the Company in relation to the Offer in the form and context in which
it is named.
Ernst & Young has given and has not, before lodgement of this Prospectus with
ASIC, withdrawn its consent to be named in this Prospectus as auditor to the
Company in the form and context in which it is named.
5 Directors’ authorisation
This Prospectus is issued by the Company and its issue has been authorised by a
resolution of the Directors.
In accordance with section 720 of the Corporations Act, each Company Director
has consented to the lodgement of this Prospectus with ASIC and has not
withdrawn that consent.
Mark Calderwood
Managing Director
For and on behalf of Tawana Resources NL
1 June 2018
6 Definitions
ARRL means Al Rawda Resources Limited.
ASIC means Australian Securities and Investments Commission.
ASX means ASX Limited (ABN 98 008 624 691) and, where the context permits, the
Australian Securities Exchange operated by ASX Limited.
ASX Listing Rules means the official Listing Rules of the ASX.
ATO Rulings means the class ruling Tawana has sought from the ATO on behalf of
Shareholders to confirm the taxation outcomes of the Demerger for them.
Board means the board of Directors unless the context indicates otherwise.
Capital Reduction means the equal reduction of capital of the Company
proposed to be satisfied by an in specie distribution and transfer to Shareholders
(in proportion to their holdings of Shares) of Cowan Shares held by the Company
(subject to treatment of Overseas Shareholders described in section 1.1).
Capital Reduction Resolution means Resolution 2 of the Notice of Meeting to be
put to Shareholders at the Meeting.
Company or Tawana means Tawana Resources NL ACN 085 166 721.
Constitution means the constitution of Tawana.
Corporations Act means the Corporations Act 2001(Cth).
Cowan Director means a director of Cowan Lithium.
Cowan Lithium means Cowan Lithium Limited ACN 625 128 770.
Cowan Project means the Cowan Lithium Project.
Cowan Share means a fully paid ordinary share in the capital of Cowan Lithium.
Cowan Shareholder means a holder of Cowan Shares.
Dematerialise means the process whereby share certificates and any other
documents of title to shares in a tangible form are dematerialised into electronic
records for the purposes of Strate and Dematerialised has a corresponding
meaning.
Demerger means, collectively:
(a) the transfer of the Cowan Project, the Yallari Project, the Mofe Creek
Project and the South Africa Asset to Cowan Lithium; and
(b) the subsequent capital reduction and distribution by way of in specie
distribution of 85% of all Cowan Shares to Shareholders.
Demerger Distribution means the difference between the value of 85% of the
share capital of Cowan Lithium Limited and the Capital Reduction Amount (if
any).
Directors means the directors of the Company.
Eligible Shareholder means a holder of Shares as at the Record Date (that is not
an Overseas Shareholder).
Explanatory Statement means the explanatory statement accompanying and
forming part of the Notice of Meeting.
Kenema-Man means Kenema-Man Holdings Liberia Pty Ltd ACN 147 140 823.
Mofe Creek Option means the option for the acquisition of the Mofe Creek
Project granted under the heads of agreement dated 11 May 2018 between
Tawana, Cowan Lithium, Kenema-Man, Tawana Liberia Inc and ARRL.
Mofe Creek Project means the Mofe Creek Iron Ore Project.
Mount Belches means Mount Belches Pty Ltd ACN 612 217 704.
Notice of Meeting means the Notice of General Meeting of the Company dated
1 June 2018 in which the Capital Reduction Resolution is to be considered.
Offer means the offer of Cowan Shares pursuant to the Notice of Meeting.
Option means an option to acquire a Share.
Overseas Shareholders means Shareholders on the Record Date with an address
outside Australia.
Projects means the Cowan Project, the Yallari Project, the Mofe Creek Project
and the South Africa Asset.
Prospectus means this short form prospectus prepared in accordance with
section 712 of the Corporations Act and dated 1 June 2018.
Rakana Consolidated means Rakana Consolidated Mines (Proprietary) Ltd
(registration number 1981/000224/07).
Record Date means date for determining Eligible Shareholders in respect of the
Offer as specified in the timetable set out in Section 3.2 of the Explanatory
Statement (unless extended).
SA Holder means all certificated and Dematerialised holders on the South African
branch register of Tawana.
Schedule means a schedule of the Notice of Meeting.
Section means a section of this Prospectus or the Notice of Meeting, as the
context requires.
Share means a fully paid ordinary share in the capital of the Company.
Share Exchange Agreement means the share exchange agreement dated 11
May 2018 between the Company and Cowan Lithium.
Shareholder means a holder of Shares.
South Africa Asset means Tawana’s 26% interest in Rakana Consolidated.
WST means Western Standard Time, Perth, Western Australia.
Yallari Project means the Yallari Lithium
Date: 01/06/2018 09:10:00 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,
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