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TAW - Tawana Resources NL - Notice of Special General Meeting

Release Date: 23/10/2008 10:27:12      Code(s): TAW
TAW - Tawana Resources NL - Notice of Special General Meeting                   
Tawana Resources NL                                                             
(Incorporated in Australia)                                                     
(Registration number ACN 085 166 721)                                           
Share code on the JSE Limited: TAW    ISIN: AU000000TAW7                        
Share code on the Australian Stock Exchange Limited: TAW                        
ISIN: AU000000TAW7                                                              
("Tawana" or "the Company")                                                     
Tawana Resources NL                                                             
ACN 085 166 721                                                                 
NOTICE OF SPECIAL GENERAL MEETING                                               
Thursday 20 November 2008 at 10:00 am                                           
Notice is hereby given that a Special General Meeting of Tawana Resources NL    
("Company") will be held at 60 Wilson Street, South Yarra, Victoria, 3141 on    
Thursday 20 November 2008 at 10::00 am                                          
1.   Ratification of Prior Share Issue                                          
To consider and, if thought fit, pass the following resolution as an ordinary   
resolution                                                                      
"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes,      
Shareholders ratify the allotment and issue of 3,000,000 shares and 3,000,000   
attached options on the terms and conditions set out in the Explanatory         
Statement"                                                                      
2.   Ratification of Prior Share Issue                                          
To consider and, if thought fit, pass the following resolution as an ordinary   
resolution                                                                      
"That for the purpose of ASX Listing Rule 7.4 and for all other purposes,       
Shareholders ratify the allotment and issue of 2,125,600 shares, on the terms   
and conditions set out in the Explanatory Statement"                            
3.   Ratification of Prior Share Issue                                          
To consider and, if thought fit, pass the following resolution as an ordinary   
resolution                                                                      
"That for the purpose of ASX Listing Rule 7.4 and for all other purposes,       
Shareholders ratify the allotment and issue of 6,000,000 shares, on the terms   
and conditions set out in the Explanatory Statement"                            
4.   Placement of Additional Shares                                             
To consider and, if thought fit, pass the following resolution as an ordinary   
resolution                                                                      
"That for the purpose of ASX Listing Rule 7.1 and for all other purposes,       
approval is given for the Directors to allot and issue 3,375,720 ordinary       
shares, on the terms and conditions set out in the Explanatory Statement.       
5.   Placement of Additional Options To consider and, if thought fit, pass the  
following resolution as an ordinary resolution                                  
"That for the purpose of ASX Listing Rule 7.1 and for all other purposes,       
approval is given for the Directors to allot 19,500,000 options, to Directors,  
Officers and Related Parties on the terms and conditions set out in the         
Explanatory Statement"                                                          
6.   Appointment of Company Auditor                                             
To consider and, if thought fit, pass the following resolution as an ordinary   
resolution:                                                                     
"That Webb Group Australia Pty Ltd, who has consented to act as auditor of the  
Company, be appointed Auditor of the Company."                                  
By Order of the Board                                                           
E. D Ehmke                                                                      
Company Secretary                                                               
Date 17 October 2008                                                            
Shareholders who are entitled to vote                                           
In accordance with Regulation 7.11.37 of the Corporation Regulations 2001, the  
Directors have determined that the shareholding of each shareholder for the     
purpose of ascertaining voting entitlements for the Special General Meeting will
be as it appears in the share register at 07:00 pm on Tuesday 18 November 2008. 
EXPLANATORY STATEMENT                                                           
This Explanatory Statement contains information that is relevant to the business
to be considered at the Special General Meeting of the Company. Shareholders    
should read this Explanatory Statement in full before making any decision in    
relation to the resolutions.                                                    
1. Ratification of Prior Share Issue                                            
1.1 General                                                                     
On 23 July 2008, the Company raised $240,000 through an issue of 3,000,000      
shares at an issue price of $0.08 each under a placement to a private investor. 
An option exercisable at $0.10 on or before 1 April 2011 was attached to each of
the shares.                                                                     
Resolution 1 seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for
the issue of those shares and options. (Ratification)                           
ASX Listing Rule 7.1 provides that a company must not, subject to specified     
exceptions, issue or agree to issue during any 12 month period any equity       
securities or other securities with rights to conversion to equity (such as an  
option), if the number of those securities exceeds 15% of the number of         
securities in the same class on issue at the commencement of that 12 month      
period.                                                                         
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides 
that where a company in general meeting ratifies the previous issue of          
securities made pursuant to Listing Rule 7.1 (and providing that the previous   
issue did not breach ASX Listing Rule 7.1) those will be deemed to have been    
made with shareholder approval for the purpose of ASX Listing Rule 7.1.         
By ratifying this issue, the Company will retain the flexibility to issue       
securities in the future up to the 15% annual placement capacity set out in ASX 
Listing Rule 7.1 without the requirement to obtain prior shareholder approval.  
1.2 Technical information required by ASX Listing Rule 7.4                      
Pursuant to and in accordance with ASX Listing Rule 7.1 the following           
information is provided in relation to the Ratification                         
3,000,000 ordinary shares were allotted at an issue price of $0.08 per share    
3,000,000 listed options were allotted. These options are exercisable at $0.10  
per option and expire on 1 April 2011                                           
The shares and options were allotted and issued as a placement to  sophisticated
investors                                                                       
The funds raised from this issue were used for exploration activities in        
Southern Africa.                                                                
2. Ratification of Prior Share Issue                                            
2.1 General                                                                     
On 17 June 2008, the Company allotted 2,125,600 fully paid ordinary shares at   
$0.07 each in consideration for the acquisition of 21% of Seven Falls Trading   
155 Pty Ltd ("Seven Falls") by Pro Direct 189 Pty Ltd,( "Pro Direct") both of   
which are registered South African companies.  There were no options attached to
these shares.                                                                   
Two prominent South African business people, Ms Basetsana Kumalo and Ms Lindiwe 
Leketi became Tawana shareholders via a transaction between their company, Pro  
Direct 189 Pty Ltd and Tawana.                                                  
Tawana acquired Pro Direct`s 21% stake in Tawana`s Black Empower Partner        
("BEE"), Seven Falls. The consideration for the acquisition was 2,125,600 Tawana
ordinary shares, giving Pro Direct a holding of 2.09% in Tawana.                
Subsequently Tawana sold the Seven Falls shares it had acquired from Pro Direct 
to Motjoli Resources Pty ltd ("Motjoli").                                       
Resolution 2 seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for
the issue of those shares. (Ratification)                                       
ASX Listing Rule 7.1 provides that a company must not, subject to specified     
exceptions, issue or agree to issue during any 12 month period any equity       
securities or other securities with rights to conversion to equity (such as an  
option), if the number of those securities exceeds 15% of the number of         
securities in the same class on issue at the commencement of that 12 month      
period.                                                                         
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides 
that where a company in general meeting ratifies the previous issue of          
securities made pursuant to Listing Rule 7.1 (and providing that the previous   
issue did not breach ASX Listing Rule 7.1) those will be deemed to have been    
made with shareholder approval for the purpose of ASX Listing Rule 7.1.         
By ratifying this issue, the Company will retain the flexibility to issue       
securities in the future up to the 15% annual placement capacity set out in ASX 
Listing Rule 7.1 without the requirement to obtain prior shareholder approval.  
2.2 Technical information required by ASX Listing Rule 7.4                      
Pursuant to and in accordance with ASX Listing Rule 7.1 the following           
information is provided in relation to the Ratification                         
(a)  2,125,600 ordinary shares were allotted for a consideration of $0.07 per   
    share                                                                       
(b) The shares were allotted and issued as a placement to Pro Direct 189 Pty Ltd
(c) The consideration for this issue is the acquisition by Tawana Resources NL  
of Pro Direct`s 21% stake of Seven Falls Trading 155 Pty Ltd.               
3. Ratification of Prior Share Issue                                            
3.1 General                                                                     
In October 2008 the Company allotted 6,000,000 fully paid ordinary shares at    
$0.07 cents each to facilitate the conversion of Seven Falls`s 26% interest in  
the Kareevlei, Perdevlei, Daniel Kimberlite, Daniel Alluvial and Tawana Alluvial
projects to equity in Tawana. This will result in Tawana having a 100% holding  
of the projects and Seven Falls holding 8 % of the issued capital of Tawana.    
Note: This is only part of the consideration being paid, the approval for the   
balance of 3,375,720 ordinary shares to facilitate this conversion, is being    
sought as per Resolution 4 below.                                               
Resolution 3 seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for
the issue of those shares. (Ratification)                                       
ASX Listing Rule 7.1 provides that a company must not, subject to specified     
exceptions, issue or agree to issue during any 12 month period any equity       
securities or other securities with rights to conversion to equity (such as an  
option), if the number of those securities exceeds 15% of the number of         
securities in the same class on issue at the commencement of that 12 month      
period.                                                                         
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides 
that where a company in general meeting ratifies the previous issue of          
securities made pursuant to Listing Rule 7.1 (and providing that the previous   
issue did not breach ASX Listing Rule 7.1) those will be deemed to have been    
made with shareholder approval for the purpose of ASX Listing Rule 7.1.         
By ratifying this issue, the Company will retain the flexibility to issue       
securities in the future up to the 15% annual placement capacity set out in ASX 
Listing Rule 7.1 without the requirement to obtain prior shareholder approval.  
3.2 Technical information required by ASX Listing Rule 7.4                      
Pursuant to and in accordance with ASX Listing Rule 7.1 the following           
information is provided in relation to the Ratification                         
(a)  6,000,000 ordinary shares were allotted for a consideration of $0.07 per   
    share                                                                       
(b) The shares were allotted and issued as a placement to Seven Falls Trading   
    155 Pty Ltd                                                                 
(c) The consideration for this issue provides the means for Tawana acquiring    
    Seven Falls 26% interest in the Kareevlei, Perdevlei, Daniel Kimberlite,    
Daniel Alluvial and Tawana Alluvial projects.                               
4. Placement of Additional Shares                                               
4.1 General                                                                     
The rationale for the issue of these additional 3,375,720 shares is to          
facilitate the conversion of Seven Falls`s 26% interest in the Kareevlei,       
Perdevlei , Daniel Kimberlite,  Daniel Alluvial and Tawana Alluvial projects to 
equity in Tawana. This will result in Tawana having a 100% holding of the       
projects and Seven Falls holding 8 % of the issued capital of Tawana.           
Resolution 4 seeks shareholder approval pursuant to ASX Listing Rule 7.4 for the
issue of those shares.                                                          
The effect of Resolution 4 will be to allow the Directors to issue the shares   
pursuant to the Placement during the period of 3 months after the Special       
General Meeting, (or a longer period if allowed by the ASX), without using the  
Company`s 15% annual placement capacity.                                        
4.2 Technical information required by ASX Listing Rule 7.1                      
Pursuant to and in accordance with ASX Listing Rule 7.3, the following          
information is provided in relation to the placement:                           
the maximum number of shares to be issued is 3,375,720                          
The shares will be issued no later than 3 months after the date of the Special  
General Meeting (or such later date to the extent permitted by any ASX waiver or
modification of the ASX Rules) and it is intended that allotment will occur on  
the same date:                                                                  
The consideration price for the shares will be $0.07 cents per share and provide
the means for Tawana acquiring Seven Falls 26% interest in the Kareevlei,       
Perdevlei, Daniel Kimberlite, Daniel Alluvial and Tawana Alluvial projects.     
the shares issued will be fully paid ordinary shares in the capital of the      
Company issued on the same terms and conditions as the Company`s existing       
shares.                                                                         
5. Placement of Additional Options                                              
5.1 General                                                                     
The Directors are seeking shareholder approval to issue 19,500,000 options on   
the following terms and conditions to Directors and key consultants of the      
Company.                                                                        
The proposed granting of options to Directors and key consultants is to         
recognise and reward their substantial personal and professional contribution to
your company and ensure the retention of these key executives.These executives  
are crucial to the ongoing strategic achievements of your company.              
The newly appointed Executive Chairman brings a wealth of experience in the     
mining industry. He has already had a positive impact on substantially reducing 
recurrent operating costs and has re-focussed the company to achieve greater    
operational and exploration focus.                                              
The Directors and consultants have remained focussed on driving shareholder     
value at a time of highly fluctuating capital markets. It should be noted that  
the Directors and consultants have not received any remuneration increases for  
the past several years.                                                         
The future exercise of these options at prices well above current share price   
levels will attract substantial future capital to your company.                 
Shareholder approval is sought for the granting of the proposed options to      
ensure the retention of these key Directors and consultants at a time when your 
company is embarking on an exciting period of strategic expansion remaining     
highly focussed on the ongoing enhancement of shareholder value.                
It should be noted that 22,344,843 options expired on 30 April 2008 and         
therefore the issue of these options would not constitute an increase in the    
number of securities of Tawana Resources NL.                                    
The total number of options is 19,500,000 as per individual allocations below:  
N. Barrie (Executive Chairman)                                                  
3,000,000 (three million) Options exercisable at ten (10)                       
cents per Share upon completion of twelve (12) months                           
consulting engagement under the terms of an agreement between                   
Mr. Barrie`s company, Katherine Pastoral Company Pty Ltd, ("                    
Agreement") from the Commencement Date; and                                     
3,000,000 (three million) Options exercisable at ten (10)                       
cents per Share upon completion of twenty four (24) months                      
consulting engagement under the Agreement from the                              
Commencement Date.                                                              
B Phillips:  (Non-executive Director)                                           
1,000,000 (one million) Options exercisable at seven (7)                        
cents per Share immediately; and                                                
1,000,000 (one million) Options exercisable at ten (10) cents                   
per Share after twelve (12) months from the issue date.                         
E Luff: (Non-executive Director)                                                
2,000,000 (two million) Options exercisable at seven (7)                        
cents per Share immediately; and                                                
2,000,000 (two million) Options exercisable at ten (10) cents                   
per Share after twelve (12) months from the issue date.                         
W Marx: (Managing Director)                                                     
2,000,000 (two million) Options exercisable at seven (7)                        
cents per Share immediately; and                                                
2,000,000 (two million) Options exercisable at ten (10) cents                   
per Share after twelve (12) months from the issue date.                         
Leon Daniels (Director of Seolo Pty Ltd, a Tawana subsidiary)                   
750,000 (seven hundred and fifty thousand ) Options                             
exercisable at seven (7) cents per Share immediately; and                       
750,000 (seven hundred and fifty thousand) Options                              
exercisable at ten (10) cents per Share after twelve (12)                       
months from the issue date.                                                     
A. Horwitz (Director of Diamond Resources Pty Ltd, a Tawana subsidiary)         
500,000 (five hundred thousand) Options exercisable at seven                    
(7) cents per Share immediately; and                                            
500,000 (five hundred thousand) Options exercisable at ten                      
(10) cents per Share after twelve (12) months from the issue                    
date.                                                                           
E. D. Ehmke (Company Secretary)                                                 
500,000 (five hundred thousand) Options exercisable at seven                    
(7) cents per Share immediately; and                                            
500,000 (five hundred thousand) Options exercisable at ten                      
(10) cents per Share after twelve (12) months from the issue                    
date.                                                                           
Resolution 5 seeks shareholder approval pursuant to ASX Listing Rule 7.4 for    
the issue of these options.                                                     
5.2 Technical information required by ASX Listing Rule 7.4                      
Pursuant to and in accordance with ASX Listing Rule 7.3 the following           
information is provided in relation to the additional placement of options      
(a) The options will be issued within 3 months of the date of approval and as   
per the terms outlined in 5.1 above                                             
The options will be allotted to Directors, Officers and Related Parties of the  
Company as per the details in 5.1 above.                                        
The consideration for this issue is Nil.                                        
6. Appointment of Company Auditor                                               
Resignation of current auditor                                                  
The Company`s current auditor, PricewaterhouseCoopers has given the Board       
intention to resign as auditor of the Company, pursuant to sub-section 329(5) of
the Corporations Act 2001. Sub-section 329(5) of the Corporations Act 2001      
provides that an auditor of a company may, by giving notice in writing, resign  
as auditor of the company if:                                                   
(a)  the auditor has, by notice in writing given to the Australian Securities   
and Investments Commission ("ASIC"), applied for consent to the resignation; and
(b)  the consent of the ASIC has been given.                                    
PricewaterhouseCoopers will be applying to the ASIC for its consent to its      
resignation as auditor of the Company. The application for consent to be lodged 
with the ASIC by PricewaterhouseCoopers will indicate that it is their wish that
this resignation takes immediate effect                                         
APPOINTMENT OF NEW AUDITOR                                                      
Provided the ASIC gives its consent to the resignation of PricewaterhouseCoopers
as the Company`s auditor, this resignation will take immediate effect upon the  
consent being granted.  Upon PricewaterhouseCoopers resignation, it will be     
necessary for the Company to appoint a new Company auditor pursuant to section  
327B(1) of the Corporations Act 2001. Section 327B(1)(b) provides that a company
shall, if there is a vacancy in the office of auditor of the company, appoint a 
person or firm to fill the vacancy.                                             
Mr. John Rowe a member of the Company, has nominated the firm Webb Group        
Australia Pty Ltd  as Auditor of the Company, pursuant to section 328B(1) of the
Corporations Act 2001.                                                          
The Webb Group are eligible and have consented to being appointed auditor of the
Company as required by section 328A(1) of the Corporations Act 2001. Pursuant to
section 328B(1) of the Corporations Act 2001, the written notice nominating the 
Webb Group as auditor is attached to this Explanatory Memorandum as an annexure.
The Board recommends the appointment of the firm Webb Group Australia Pty Ltd as
the Auditor of the Company.                                                     
Resolution 6 to appoint a new auditor of the Company will be dependant on the   
consent of ASIC to PricewaterhouseCoopers resignation.                          
PROXY NOTES                                                                     
1.   For the purpose of the meeting the Company has determined that securities  
    will be taken to be held by the persons registered as holders as at 2;00 pm 
on Tuesday 18 November 2008. Accordingly, transactions registered after     
    that time will be disregarded in determining entitlements to attend and     
    vote at the meeting.                                                        
2.   A member entitled to attend and vote at a meeting is entitled to appoint   
not more than two proxies to attend and vote on his/her behalf. Where more  
    than one proxy is appointed, such proxy must be allocated a proportion of   
    the Member`s voting rights. A proxy duly appointed need not be a member.    
    The proxy form and any documents necessary to show the validity of the form 
must be lodged with the Company`s Share Registry by 10:00 am on Tuesday 18  
    November 2008 being not less than 48 hours before the appointed time of the 
    Meeting. Any proxy lodged after that time will be treated as invalid.       
3.   Corporate shareholders should note that unless the corporate shareholder:  
(a)  completes and lodges with the Company`s Share Registry a valid appointment 
    of proxy in accordance with the instructions contained herein; or           
(b)  completes and either lodges with the Company`s Share Registry by 10:00 am  
    on Tuesday 18 November 2008 being no less than 48 hours prior to the        
meeting, a form of Appointment of Corporate Representative in accordance    
    with the provisions of Section 250D of the Corporations Act properly        
    signed; or                                                                  
(c)  has appointed an attorney;                                                 
and such proxy, corporate representative or attorney attends the relevant   
    meeting, then such corporate shareholders will be unable to exercise any    
    votes at the relevant meeting.                                              
Sponsor                                                                         
PricewaterhouseCoopers Corporate Finance (Pty) Ltd                              
Date: 23/10/2008 10:27:12 Supplied by www.sharenet.co.za                     
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