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TAW - Tawana Resources NL - Notice of special general meeting

Release Date: 19/11/2008 10:10:53      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: TAW                                
ISIN: AU000000TAW7                                                              
("Tawana" or "the company")                                                     
13 November 2008                                                                
Dear Shareholder,                                                               
Tawana Resources NL                                                             
Replacement of Notice of Special General Meeting                                
Tawana Resources NL ("Company") refers its prior Notice of Special General      
Meeting dated 17 October 2008 ("Prior Notice") which contained six (6)          
resolutions to be considered and, if thought fit, passed as ordinary            
resolutions by the shareholders of the Company.                                 
The Company has prepared a new Notice of Special General Meeting and Proxy      
Form ("New Notice and Proxy Form") and postponed the Special General Meeting    
to 18 December 2008.  The New Notice and Proxy Form clarifies the original      
proposed resolutions in the Prior Notice dated 17 October 2008 and provides     
more information which is relevant to the proposed resolutions (in particular,  
the resolutions pertaining to the issue of options to related parties of the    
Company) that the Directors of the Company believe you may wish to consider     
prior to exercising your vote.                                                  
The Company therefore formally withdraws its Prior Notice and enclose the New   
Notice and Proxy Form which replace the Prior Notice and its Proxy Form in      
their entirety.                                                                 
Any shareholder who has already completed and lodged a proxy form is advised    
to do so again using the revised Proxy Form enclosed.                           
We apologise for any inconvenience caused.                                      
By Order of the Board,                                                          
E. D. Ehmke                                                                     
Company Secretary                                                               
Tawana Resources NL ACN 085 166 721                                             
Date 13 November 2008                                                           
Sponsor                                                                         
PricewaterhouseCoopers Corporate Finance (Pty) Ltd                              
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Tawana Resources NL                                                             
ACN 085 166 721                                                                 
NOTICE OF SPECIAL GENERAL MEETING                                               
Thursday 18 December 2008 at 10:00 am                                           
Tawana Resources NL ("Company") refers to its prior Notice of Special General   
Meeting dated 17 October 2008 ("Prior Notice").  This Notice dated 14 November  
2008 replaces the Prior Notice in its entirety.                                 
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, 18 December 2008 at 10:00 am.                                         
1. Ratification of Prior Share and Option 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 fully paid ordinary    
shares and 3,000,000 attached options over fully paid ordinary shares 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 fully paid ordinary    
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 fully paid ordinary    
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 fully paid     
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 10.11, Chapter 2E of the              
Corporations Act 2001 and for all other purposes, approval is given for the     
Directors to allot 6,000,000options over fully paid ordinary shares, to N.      
Barrie on the terms and conditions set out in the Explanatory Statement."       
6. 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 10.11, Chapter 2E of the              
Corporations Act 2001 and for all other purposes, approval is given for the     
Directors to allot 2,000,000 options over fully paid ordinary shares, to B.     
Phillips on the terms and conditions set out in the Explanatory Statement."     
7.  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 10.11, Chapter 2E of the              
Corporations Act 2001 and for all other purposes, approval is given for the     
Directors to allot 4,000,000 options over fully paid ordinary shares, to E.     
Luff on the terms and conditions set out in the Explanatory Statement."         
8. 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 10.11, Chapter 2E of the              
Corporations Act 2001 and for all other purposes, approval is given for the     
Directors to allot 4,000,000 options over fully paid ordinary shares, to W.     
Marx on the terms and conditions set out in the Explanatory Statement."         
9. Placement of Additional options                                              
To consider and, if thought fit, pass the following resolution as an ordinary   
resolution:                                                                     
"That approval is given for the Directors to allot 1,5000,000 options over      
fully paid ordinary shares, to L. Daniels on the terms and conditions set out   
in the Explanatory Statement."                                                  
10. Placement of Additional options                                             
To consider and, if thought fit, pass the following resolution as an ordinary   
resolution:                                                                     
"That approval is given for the Directors to allot 1,000,000 options over       
fully paid ordinary shares, to A. Horwitz on the terms and conditions set out   
in the Explanatory Statement."                                                  
11. Placement of Additional options                                             
To consider and, if thought fit, pass the following resolution as an ordinary   
resolution:                                                                     
"That approval is given for the Directors to allot 1,000,000 options over       
fully paid ordinary shares, to E. D. Ehmke on the terms and conditions set out  
in the Explanatory Statement."                                                  
12. Appointment of Company Auditor                                              
To consider and, if thought fit, pass the following resolution as an ordinary   
resolution:                                                                     
"That Webb Audit 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 13 November 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 16 December 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      
fully paid ordinary shares at an issue price of $0.08 each under a placement    
to a private investor. An option over ordinary fully paid shares exercisable    
at $0.10 on or before 1 April 2011 was attached to each of the shares.          
The shares and options referred to in this Resolution were allotted to          
Geoffrey John Clatworthy and his associates.                                    
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 none of which is relevant here, 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.                                           
The prior issue of shares and options detailed in Resolutions 1, 2 and 3 did    
not exceed the 15% threshold.  However, ASX Listing Rule 7.4 provides that      
where a company in general meeting ratifies the previous issue of securities    
made pursuant to ASX 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.                                                                       
Voting Exclusion                                                                
-    The Company will disregard any votes cast on this resolution by Mr.        
    Clatworthy or any of his associates.                                        
    However the Company will not disregard a vote if:                           
-    it is cast by a person as a proxy for a person who is entitled to vote,    
in accordance with the directions on the proxy form; or                     
-    it is cast by the person chairing the meeting as a proxy for a person who  
    is entitled to vote, in accordance with a direction on the proxy form to    
    vote as the proxy decides.                                                  
1.2 Further information required by ASX Listing Rule 7.4                        
Pursuant to and in accordance with ASX Listing Rule 7.5 the following           
information is provided in relation to the Ratification:                        
    (a)  3,000,000 fully paid ordinary shares were allotted at an issue price   
of $0.08 per share on 23 July 2008.                                    
    (b)  The shares rank equally in all respects with the existing ordinary     
         shares on issue.                                                       
    (c)  3,000,000 listed options were allotted. These options are              
exercisable at $0.10 per option and expire on 1 April 2011 and were    
         issued for Nil consideration.                                          
    (d)  The shares and options were allotted and issued as a placement to      
         Geoffrey John Clatworthy and his associates.                           
(e)  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 to Pro Direct 189 Pty Ltd ("Pro Direct") in consideration for the    
acquisition by the Company of Pro Direct`s 21% interest in Seven Falls Trading  
155 Pty Ltd ("Seven Falls"), the Company`s Black Empowerment Partner (BEE).     
Pro Direct and Seven Falls are both registered South African companies.  There  
were no options attached to these shares.  This gave Pro Direct a 2.09%         
interest in the Company.                                                        
Subsequently, the Company 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 none of which is relevant here, 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.                                           
The prior issue of shares and options detailed in Resolutions 1, 2 and 3 did    
not exceed the 15% threshold.  However, ASX Listing Rule 7.4 provides that      
where a company in general meeting ratifies the previous issue of securities    
made pursuant to ASX 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.                                                                       
Voting Exclusion                                                                
-    The Company will disregard any votes cast on this resolution by Pro    
         Direct or any of its associates.                                       
However the Company will not disregard a vote if:                               
    -    it is cast by a person as a proxy for a person who is entitled to      
vote, in accordance with the directions on the proxy form; or          
    -    it is cast by the person chairing the meeting as a proxy for a         
         person who is entitled to vote, in accordance with a direction on      
         the proxy form to vote as the proxy decides.                           
2.2 Further information required by ASX Listing Rule 7.4                        
Pursuant to and in accordance with ASX Listing Rule 7.5 the following           
information is provided in relation to the Ratification:                        
    (a)  2,125,600 fully paid ordinary shares were allotted for a               
consideration of $0.07 per share on 17 June 2008.                      
    (b)  The shares rank equally in all respects with the existing ordinary     
         shares on issue.                                                       
    (c)  The shares were allotted and issued as a placement to Pro Direct.      
(d)  The consideration for this issue is the acquisition by the Company     
         of Pro Direct`s 21% interest in Seven Falls Trading 155 Pty Ltd.       
3. Ratification of Prior Share Issue                                            
3.1 General                                                                     
On 15 October 2008 the Company allotted 6,000,000 fully paid ordinary shares    
at $0.07 cents each to facilitate the conversion of Seven Falls` 26% interest   
in the Kareevlei, Perdevlei, Daniel Kimberlite, Daniel Alluvial and Tawana      
Alluvial projects to equity in the Company. This will result in the Company     
having a 100% holding of the projects and Seven Falls holding 8 % of the        
issued capital of the Company.                                                  
Note: This is only part of the consideration being paid, the approval for the   
balance of 3,375,720 fully paid 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 none of which is relevant here, 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.                                           
The prior issue of shares and options detailed in Resolutions 1, 2 and 3 did    
not exceed the 15% threshold.  However, ASX Listing Rule 7.4 provides that      
where a company in general meeting ratifies the previous issue of securities    
made pursuant to ASX 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.                                                                       
Voting Exclusion                                                                
-    The Company will disregard any votes cast on this resolution by        
         Seven Falls 155 Pty Ltd or any of its associates.                      
However the Company will not disregard a vote if:                               
    -    it is cast by a person as a proxy for a person who is entitled to      
vote, in accordance with the directions on the proxy form; or          
    -    it is cast by the person chairing the meeting as a proxy for a         
         person who is entitled to vote, in accordance with a direction on      
         the proxy form to vote as the proxy decides.                           
3.2 Further information required by ASX Listing Rule 7.4                        
Pursuant to and in accordance with ASX Listing Rule 7.5 the following           
information is provided in relation to the Ratification:                        
    (a)  6,000,000 fully paid ordinary shares were allotted for a               
consideration of $0.07 per share on 15 October 2008.                   
    (b)  The shares rank equally in all respects with the existing ordinary     
         shares on issue.                                                       
    (c)  The shares were allotted and issued as a placement to Seven Falls      
Trading 155 Pty Ltd.                                                   
    (d)  The consideration for this issue provides the means for the Company    
         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 fully paid ordinary   
shares is to facilitate the conversion of Seven Falls` 26% interest in the      
Kareevlei, Perdevlei, Daniel Kimberlite, Daniel Alluvial and Tawana Alluvial    
projects to equity in the Company. This will result in the Company having a     
100% holding of the projects and Seven Falls holding 8% of the issued capital   
of the Company .                                                                
Resolution 4 seeks shareholder approval pursuant to ASX Listing Rule 7.1 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.                                        
Voting Exclusion                                                                
    -    The Company will disregard any votes cast on this resolution by        
Seven Falls 155 Pty Ltd or any of its associates.                      
However the Company will not disregard a vote if:                               
    -    it is cast by a person as a proxy for a person who is entitled to      
         vote, in accordance with the directions on the proxy form; or          
-    it is cast by the person chairing the meeting as a proxy for a         
         person who is entitled to vote, in accordance with a direction on      
         the proxy form to vote as the proxy decides.                           
4.2 Further 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:                           
    (a)  The maximum number of shares to be issued is 3,375,720.                
    (b)  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.                
    (c)  The consideration price for the shares will be $0.07 cents per share   
and provide the means for the Company acquiring Seven Falls` 26%       
         interest in the Kareevlei, Perdevlei, Daniel Kimberlite, Daniel        
         Alluvial and Tawana Alluvial projects.                                 
    (d)  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 (Resolutions 5 - 11)                         
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 grant of a `financial benefit` to related parties of a public company       
requires approval under Chapter 2E of the Corporations Act.  As Directors,      
Neil Barrie, Brian Phillips, Euan Luff and Wolfgang Marx, are considered        
related parties of the Company the proposed issue of Director options amounts   
to the provision of a financial benefit.                                        
In addition, ASX Listing Rule 10.11 requires shareholder approval to be         
obtained where an entity issues, or agrees to issue, securities to a related    
party, or a person whose relationship with the entity or a related party is,    
in ASX`s opinion, such that approval should be obtained.                        
Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue     
the options to the Recipient Director (or his nominee) as approval is being     
obtained under ASX Listing Rule 10.11.  Shareholders should note that the       
issue of the options pursuant to resolutions 5-11 will not be included in the   
15% calculation for the purposes of ASX Listing Rule 7.1.                       
Pursuant to ASX Listing Rule 10.13.3 these securities, if approved, will be     
issued no later than one month after the date of the meeting.                   
    (a)  The rationale for the granting of the options is as described below:   
(i)  The proposed granting of options to Directors and key             
              consultants is to recognise and reward their substantial          
              personal and professional contribution to the Company and         
              ensure the retention of these key executives.                     
(ii) These executives are crucial to the ongoing strategic             
              achievements of the Company.                                      
         (iii)     The newly appointed Executive Chairman, Neil Barrie,         
              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.                
         (iv) 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.                                                    
(v)  The future exercise of these options at prices well above         
              current share price levels will attract substantial future        
              capital to the Company.                                           
         (vi) 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 the Company is embarking on an         
              exciting period of strategic expansion remaining highly           
              focussed on the ongoing enhancement of shareholder value.         
(vii)     22,344,843 options expired on 30 April 2008, therefore the   
              issue of the 19,500,000 to the Directors and key consultants      
              options would not constitute an increase in the number of         
              securities of the Company.                                        
(b)  Details of the options to be issued:                                   
         The total number of options is 19,500,000 as per individual            
         allocations below:                                                     
    (i)  Resolution 5 Neil Barrie (Executive Chairman)                          
-    3,000,000 (three million) options is proposed to be granted to    
              Neil Barrie for nil consideration exercisable at any time         
              during a period of 48 months from the date of issue 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 19 June 2008 ("Commencement Date"); and        
         -    a further 3,000,000 (three million) options is proposed to be     
granted to Neil Barrie for nil consideration exercisable at any   
              time during a period of 48 months from the date of issue at ten   
              (10) cents per Share upon completion of twenty four (24) months   
              consulting engagement under the agreement from the Commencement   
Date.                                                             
The issue of share options forms part of Neil Barrie`s remuneration package     
under his consultancy agreement.                                                
    (ii) Resolution 6 Brian Phillips:  (Non-executive Director)                 
-    1,000,000 (one million) options is proposed to be granted to      
              Brian Phillips for nil consideration exercisable at any time      
              during a period of 48 months from the date of issue, being no     
              later than one month after the date of the meeting, at seven      
(7) cents per Share; and                                          
         -    a further 1,000,000 (one million) options is proposed to be       
              granted to Mr Brian Phillips for nil consideration exercisable    
              at any time during a period of 48 months after twelve (12)        
months from the issue date, being no later than one month after   
              the date of the meeting, at ten (10) cents per Share.             
    (iii)Resolution 7 Euan Luff: (Non-executive Director)                       
         -    2,000,000 (two million) options is proposed to be granted to      
Euan Luff for nil consideration exercisable at any time during    
              a period of 48 months from the date of issue, being no later      
              than one month after the date of the meeting, at seven (7)        
              cents per Share; and                                              
-    a further 2,000,000 (two million) options is proposed to be       
              granted  to Euan Luff for nil consideration exercisable at any    
              time during a period of 48 months after twelve (12) months from   
              the issue date, being no later than one month after the date of   
the meeting, at ten (10) cents per Share.                         
    (iv) Resolution 8 Wolfgang Marx: (Managing Director)                        
         -    2,000,000 (two million) options is proposed to be granted to      
              Wolfgang Marx for nil consideration exercisable at any time       
during a period of 48 months from the date of issue, being no     
              later than one month after the date of the meeting, at seven      
              (7) cents per Share; and                                          
         -    a further 2,000,000 (two million) options is proposed to be       
granted to Wolfgang Marx for nil consideration exercisable at     
              any time during a period of 48 months after twelve (12) months    
              from the issue date, being no later than one month after the      
              date of the meeting, at ten (10) cents per Share.                 
(v)  Resolution 9 Leon Daniels (Director of Seolo Pty Ltd, a subsidiary     
         of the Company)                                                        
         -    750,000 (seven hundred and fifty thousand ) options is proposed   
              to be granted to Leon Daniels for nil consideration exercisable   
at any time during a period of 48 months from the date of         
              issue, being no later than one month after the date of the        
              meeting, at seven (7) cents per Share; and                        
         -    a further 750,000 (seven hundred and fifty thousand) options is   
proposed to be granted to Leon Daniels for nil consideration      
              exercisable at any time during a period of 48 months after        
              twelve (12) months from the issue date, being no later than one   
              month after the date of the meeting, at ten (10) cents per        
Share."                                                           
    (vi) Resolution 10 Adrian Horwitz (Director of Diamond Resources Pty Ltd,   
         a subsidiary of the Company)                                           
         -    500,000 (five hundred thousand) options is proposed to be         
granted to Adrian Horwitz for nil consideration exercisable at    
              any time during a period of 48 months from the date of issue,     
              being no later than one month after the date of the meeting, at   
              seven (7) cents per Share; and                                    
-    a further 500,000 (five hundred thousand) options is proposed     
              to be granted to Adrian Horwitz for nil consideration             
              exercisable at any time during a period of 48 months after        
              twelve (12) months from the issue date, being no later than one   
month after the date of the meeting, at ten (10) cents per        
              Share.                                                            
    (vii)Resolution 11 Edward Derrick Ehmke (Company Secretary)                 
         -    500,000 (five hundred thousand) options is proposed to be         
granted to Edward Derrick Ehmke for nil consideration             
              exercisable at any time during a period of 48 months from the     
              date of issue, being no later than one month after the date of    
              the meeting, at seven (7) cents per Share; and                    
-    a further 500,000 (five hundred thousand) options is proposed     
              to be granted to Edward Derrick Ehmke for nil consideration       
              exercisable at any time during a period of 48 months after        
              twelve (12) months from the issue date, being no later than one   
month after the date of the meeting, at ten (10) cents per        
              Share.                                                            
    (c)  Voting Exclusion                                                       
         The Company will disregard any votes cast on:                          
-    Resolution 5 by N Barrie or any of his associates;                
         -    Resolution 6 by B Phillips or any of his associates;              
         -    Resolution 7 by E Luff or any of his associates;                  
         -    Resolution 8 by W Marx or any of his associates;                  
-    Resolution 9 by L Daniels or any of his associates;               
         -    Resolution 10 by A Horwitz or any of his associates;              
         -    Resolution 11 by E D Ehmke or any of his associates;              
    However the Company will not disregard a vote if:                           
-    it is cast by a person as a proxy for a person who is entitled to      
         vote, in accordance with the directions on the proxy form: or          
    -    it is cast by the person chairing the meeting as a proxy for a         
         person who is entitled to vote, in accordance with a direction on      
the proxy form to vote as the proxy decides.                           
5.2 Further information required by Chapter 2E of the Corporations Act 2001     
(Cth) ("Corporations Act") and Listing Rule 10.13                               
Shareholder approval is required by Chapter 2E of the Corporations Act 2001     
(Cth) ("Corporations Act") and ASX Listing Rule 10.11 with respect to           
resolutions 5 (Neil Barrie), 6 (Brian Phillips), 7 (Euan Luff) and 8 (Wolf      
Marx) as Neil Barrie, Brian Phillips, Euan Luff and Wolfgang Marx are           
Directors and related parties to the Company under the Corporations Act and     
the ASX Listing Rule 10.11.                                                     
For the purpose of Chapter 2E of the Corporations Act and ASX Listing Rule      
10.11, the following further information is provided:                           
    (a)  The nature of the benefit is the issue of the options as described     
under "Details of the options to be issued" (5.1(b)).                  
    (b)  The related parties to whom the proposed resolutions 5 to 8 would      
         permit financial benefits to be given are the above named Directors    
         (Neil Barrie, Brian Phillips, Euan Luff and Wolfgang Marx).            
(c)  The maximum number of options to be granted to each related party is   
         as described under "Details of the options to be issued" (5.1(b)).     
    (d)  Options will be granted for nil consideration.                         
    (e)  No funds will be raised by the grant of the options.                   
(f)  The terms of the options are as set out below and in Annexure A.       
    (g)  The options will be issued no later than one (1) month 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.         
    (h)  The current remuneration and interest of the Directors is as           
         follows:                                                               
Date: 19/11/2008 10:10:52 Supplied by www.sharenet.co.za                     
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