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TAW - Tawana - Notice of 2008 Annual General Meeting

Release Date: 28/04/2009 11:05:03      Code(s): TAW
TAW - Tawana - Notice of 2008 Annual 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")                                                     
Notice of 2008 Annual General Meeting                                           
This is an important document.  It should be read in its entirety.              
If you are in doubt as to the course you should follow, consult your financial  
or other professional adviser.                                                  
Tawana Resources N.L.                                                           
ABN: 69 085 166 721                                                 PROXY FORM  
SAMPLE CUSTOMER                                                                 
SAMPLE ADDRESS                                                                  
SAMPLE ADDRESS                                                                  
SAMPLE ADDRESS                                                                  
Appointment of Proxy                                                            
I/We being members/s of Tawana Resources N.L. and entitled to vote hereby       
appoint                                                                         
                                                                                
Write here the name                  
           the                             and address of the                   
           Chairman                        person you are                       
`A`         of the    OR                    appointing if this                  
Meeting                         person is someone                    
                                           other than the                       
           (mark                           Chairman of the                      
           with an                         Meeting.                             
"X")                                                                 
                                                                                
or failing the person named, or if no person is named, the                      
Chairman of the Annual General Meeting ("AGM"), as my/our proxy                 
to act generally at the AGM on my/our behalf and to vote in                     
accordance with the following directions (or if no directions                   
have been given, as the proxy sees fit) at the AGM of Tawana                    
Resources N.L. to be held at Suite 1, 1233 High Street, Armadale                
Victoria 3143 at 10.00 am on 28th May, 2009 and at any                          
adjournment of that AGM.                                                        
Voting directions to your proxy - please mark `X` to indicate your              
directions                                                                      
Tawana Resources N.L.           PROXY FORM                                    
  ABN: 69 085 166 721                                                           
                                                                                
                                               For Against  Abstain**           

                                                                                
ORDINARY BUSINESS                                                               
                                                                                
Resolution 1:  Re-Election of Brian                                             
               Phillips to serve as a                                           
               Director                                                         
                                                                                

                                                                                
                                                                                
Resolution 2:  Election of Nonkqubela                                           
Mazwai to serve as a                                             
               Director                                                         
                                                                                
                                                                                

                                                                                
Resolution 3:  Election of Neil Barrie to                                       
               serve as a Director                                              

                                                                                
                                                                                
                                                                                
Resolution 4:  Placement of Ordinary                                            
               Shares                                                           
                                                                                
                                                                                

                                                                                
Resolution 5:  Issue of Equity Securities                                       
                                                                                

                                                                                
                                          For  Against                          
                                          Abstain**                             

                                                                                
                                                                                
Resolution 6:    Issue of Equity                                                
Securities                                                     
                                                                                
                                                                                
                                                                                

Resolution 7:    Change of Auditor                                              
                                                                                
                                                                                

                                                                                
Resolution 8:    Non-Binding Adoption                                           
                 of 2008 Remuneration                                           
Report                                                         
                                                                                
                                                                                
**   If you mark the Abstain box for a particular item, you are                 
directing your proxy not to vote on your behalf on a   show of                  
hands or on a poll and your votes will not be counted in                        
computing the required majority on a poll.                                      
PLEASE SIGN HERE   - This section must be signed in accordance with the         
instructions overleaf to enable your        directions to be implemented.       
                                                                                
Individual or          Security holder 2      Security holder 3                 
Security holder 1                                                               

                                                                                
Sole Director and      Director               Director/Company                  
Sole Company                                  Secretary                         
Secretary                                                                       
Contact Telephone Number                                                        
                                                                                
                                                     /  /                       

                                                                                
Contact Name                Contact Daytime        Date                         
                           Telephone                                            
How to Complete this Proxy Form                                                 
1    Your Name and Address                                                      
    This is your name and address as it appears on the Company`s share          
    register. If this information is incorrect, please contact the Company`s    
share registry to arrange for changes to be made.                           
2    Appointment of a Proxy                                                     
    If you wish to appoint the Chairman of the Annual General Meeting ("AGM")   
    as your proxy, mark the box.  If the person you wish to appoint as your     
proxy is someone other then the Chairman of the AGM please write the name   
    of that person.  If you leave this section blank, or your named proxy does  
    not attend the AGM, the Chairman of the AGM will be your proxy.  A proxy    
    need not be a security holder of the Company.                               
3    Votes on Items of Business                                                 
    You may direct your proxy how to vote by placing a mark in one of the boxes 
    opposite each item of business. All your securities will be voted in        
    accordance with such a direction unless you indicate only a portion of      
voting rights are to be noted on any item by inserting the percentage or    
    number of securities you wish to vote in the appropriate box or boxes.  If  
    you do not mark any of the boxes on a given item, your proxy may vote as he 
    or she chooses.  If you mark more than one box on an item your vote on that 
item will be invalid.                                                       
4    Appointment of a Second Proxy                                              
    You are entitled to appoint up to two persons as proxies to attend the AGM  
    and vote on a poll.  If you wish to appoint a second proxy, an additional   
Proxy Form may be obtained by telephoning the Company`s share registry or   
    you may copy this form.                                                     
5    Signing Instructions                                                       
    You must sign this form as follows in the spaces provided:                  
Individual:         where the holding is in one name, the holder must sign. 
    Joint Holding:      where the holding is more than one name, all the        
    security holders should sign.                                               
    Power of Attorney:  to sign under a Power of Attorney, you must have        
already lodged this document with the share registry.   
                        If you have not previously lodged this document for     
                        notation, please attach a certified photocopy of the    
                        Power of Attorney.                                      
Companies:     where the company has a Sole Director who is also the   
                        Sole Company Secretary, that person must sign this      
                        form.  If the Company (pursuant to section 204A of the  
                        Corporations Act 2001) does not have a Company          
Secretary, a Sole Director can also sign alone.         
                        Otherwise a Director must sign this form jointly with   
                        either another Director or Company Secretary.  Please   
                        indicate the office held by signing in the appropriate  
place.                                                  
If a representative of the corporation is to attend the AGM the appropriate     
"Certificate of Appointment of Corporate Representative" should be produced     
prior to admission.  A form of the certificate may be obtained from the         
Company`s share registry.                                                       
Lodgement of a Proxy                                                            
This Proxy Form (and any Power of Attorney under which it is signed) must be    
received at an address given below by 10:00 am (Melbourne, Victoria time), 26th 
May, 2009 being not later than 48 hours before the commencement of the AGM.  Any
Proxy Form received after that time will not be valid for the scheduled AGM.    
Documents may be lodged by posting, delivery or facsimile to:                   
Registered Office               Share Registry                                  

Suite 1, 1233 High Street       Computershare Investor Services                 
Armadale  Victoria 3143         Pty Ltd                                         
PO Box 8694                     Yarra Falls                                     
Armadale  Victoria  3143        452 Johnston Street                             
Ph: +61 (0)3 9824 5254          Abbotsford   Victoria   3067                    
Fx:  +61 (0)3 9822 7735                                                         
TAWANA RESOURCES N.L.                                                           
ABN: 69 085 166 721                                                             
NOTICE OF 2008 ANNUAL GENERAL MEETING                                           
Incorporating Explanatory Notes, Information Memorandum and Proxy Form          
To Be Held On:                                                                  
Thursday 28th May, 2009                                                         
At:                                                                             
10:00am                                                                         
(Registration commencing at 9:50am)                                             
At:                                                                             
Suite 1, 1233 High Street                                                       
Armadale, Victoria                                                              
AUSTRALIA.   3143                                                               
NOTICE OF 2008 ANNUAL GENERAL MEETING                                           
NOTICE IS HEREBY given that the 2008 Annual General Meeting (AGM) of Tawana     
Resources N.L. (Company) is to be held at Suite 1, 1233 High Street, Armadale,  
Victoria, AUSTRALIA 3143 on Thursday 28th May, 2009 at 10.00am.                 
The Explanatory Notes, Information Memorandum and Proxy Form accompanying this  
Notice of Annual General Meeting are hereby incorporated in and comprise part of
this Notice of Annual General Meeting.                                          
BUSINESS                                                                        
FINANCIAL REPORTS                                                               
To receive and consider the Annual Financial Report of the Company comprising   
the Annual Financial Report, the Directors Report and the Audit Report for the  
year ended 31st December 2008.                                                  
RESOLUTIONS - ORDINARY BUSINESS                                                 
To consider, and if thought fit, to pass, with or without amendment, the        
following ordinary resolutions:                                                 
1.   Re-Election of Brian Phillips to serve as a Director                       
"That, Mr. Brian Phillips, who retires in accordance with the Company`s     
    Constitution, and being eligible for re-election, offers himself for re-    
    election, be re-elected as a Director of the Company."                      
2.   Election of Nonqubela Mazwai to serve as a Non-Executive Director          
"That, Ms. Nonqubela Mazwai, a Director appointed to fill a casual vacancy, 
    and being eligible for election, be elected as a Director of the Company."  
3.   Election of Neil Barrie to serve as an Executive Director                  
    "That, Mr. Neil Barrie, a Director appointed to fill a casual vacancy, and  
being eligible for election, be elected as a Director of the Company."      
4.   Placement of Ordinary Shares to Seven Falls                                
    "That, for the purpose of ASX Listing Rule 10.11, 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"                                                      
    Voting Exclusion: A voting exclusion statement applies to this Resolution.  
    Refer to page 4                                                             
5.   Issue of Equity Securities to Lufgan Nominees Pty Ltd                      
    "That, for the purpose of ASX Listing Rule 10.11, and for all other         
    purposes, approval is given for the Directors to issue equity securities,   
    on the terms and conditions set out in the Explanatory Statement"           
Voting Exclusion: A voting exclusion statement applies to this Resolution.  
    Refer to page 4.                                                            
6.   Ratification of Issue of Equity Securities to Domain Carpet Mills Pty      
    Limited                                                                     
"That, for the purpose of ASX Listing Rule 7.4, and for all other purposes, 
    approval is given for the Directors to issue equity securities, on the      
    terms and conditions set out in the Explanatory Statement"                  
    Voting Exclusion: A voting exclusion statement applies to this Resolution.  
Refer to page 4.                                                            
7.   Change of Company Auditor                                                  
    "That, subject to ASIC approval, Webb Audit Pty Ltd be hereby appointed     
    external auditor of the company, replacing the incumbent auditor,           
PricewaterhouseCoopers, and that proper professional fees be paid as        
    remuneration to the new auditor."                                           
8.   Non-Binding Adoption of 2008 Remuneration Report                           
    "That, Members hereby adopt the 2008 Remuneration Report as published in    
the Directors Report section of the Company`s 2008 Annual Report."          
EXPLANATORY NOTES TO THE NOTICE OF 2008 ANNUAL GENERAL MEETING                  
Voting Exclusion Statement - Resolutions 4 & 5                                  
The Company will disregard any votes cast on Resolutions 4 & 5 by:              
-    Nonkqubela Mazwai (resolution 4) and Euan Luff (resolution 5) as Directors 
    of the Company receiving a benefit under the resolutions; or                
-    an associate of that person.                                               
However, the Company need not disregard a vote on Resolutions 4 & 5 if:         
-    it is cast by a person as 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.                                                       
Further details in respect of the ordinary shares as per Resolutions 4 & 5 are  
set out in the Explanatory Notes accompanying this Notice of Annual General     
Meeting.                                                                        
Voting Exclusion Statement - Resolution 6                                       
The Company will disregard any votes cast on Resolution 6 by:                   
-    Domain Carpet Mills Pty Limited or a person who is to receive ordinary     
    shares in relation to the issue;                                            
-    an associate of that person.                                               
However, the Company need not disregard a vote on Resolution 6 if:              
-    it is cast by a person as 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.                                                       
Further details in respect of the ordinary shares as per Resolution 6, are set  
out in the Explanatory Notes accompanying this Notice of Annual General Meeting.
BY ORDER OF THE BOARD                                                           
Phillip Hains                                                                   
Company Secretary                                                               
Tawana Resources N.L.                                                           
Date: Thursday 30th April, 2009                                                 
The accompanying Explanatory Notes, Information Memorandum and the              
Proxy and Voting Instructions form part of this Notice of Annual General        
Meeting.                                                                        
VOTING INSTRUCTIONS                                                             
Corporate Representatives                                                       
If a representative of the corporation is to attend the AGM the appropriate     
"Certificate of Appointment of Corporate Representative" should be produced     
prior to admission.  A form of the certificate may be obtained from the         
Company`s share registry.                                                       
Voting Entitlement                                                              
For the purposes of determining voting entitlements at the AGM, shares will be  
taken to be held by persons who are registered as holding shares at 7.00 pm     
(Melbourne, Victoria Time) on 25th May, 2009. Accordingly, transactions         
registered after that time will be disregarded in determining entitlements to   
attend and vote at the AGM.                                                     
Proxy Instructions                                                              
Instructions in respect of the appointment of proxies accompany the Proxy Form  
attached.                                                                       
The Proxy Form (and any Power of Attorney under which it is signed) must be     
received at an address given below by 10:00 am (Melbourne, Victoria time), 26th 
May, 2009 being not later than 48 hours before the commencement of the AGM.  Any
Proxy Form received after that time will not be valid for the scheduled AGM.    
Documents may be lodged by posting, delivery or facsimile to:                   
Registered Office                     Share Registry                            
                                                                                
Suite 2, 1233 High Street             Computershare Investor                    
Armadale  Victoria                    Services Pty Ltd                          
PO Box 8046                           Yarra Falls                               
Armadale  Victoria                    452 Johnston Street                       
Australia.  3143                      Abbotsford   Victoria                     
Ph: +61 (0)3 9824 8166                3067                                      
Fx: +61 (0)3 9824 8161                                                          
These Explanatory Notes accompanies Tawana Resources N.L. Notice of 2008 Annual 
General Meeting to be held on Thursday 28th May, 2009. These Explanatory Notes  
form part of the Notice of 2008 Annual General Meeting and relate to the        
Ordinary &  Special Business to be considered at the Meeting comprising of      
Resolutions 1 to 8 inclusive.                                                   
The Notice of 2008 Annual General Meeting should be read together with these    
Explanatory Notes.                                                              
SPECIAL BUSINESS                                                                
Resolution 1:  Re-election of Brian Phillips to serve as a Director             
At each Annual General Meeting of the Company, one third of the Directors of the
Company (except a Managing Director) must retire from office by rotation, in    
accordance with the Company`s Constitution.  No Director (except a Managing     
Director) shall retain office for a period in excess of three years without     
submitting him or herself for re-election. A Director who retires from office by
rotation and is eligible for re-election may offer him or herself for re-       
election.                                                                       
Date Appointed   -  4 April 2005                                                
                                                                                
Qualifications   -  AWASM, FAusIMM, MIMMM                                       
                                                                                
Experience       -  Brian Phillips is a qualified mining engineer               
                   and has over 40 years experience in the mining               
industry. Brian is a past Director of The                    
                   Australian Gold Council and past President of                
                   the Victorian Minerals and Energy Council.                   
                                                                                
Special          -  He is a member of the Audit and Risk Management             
Responsibilities    Committee, and the Remuneration and Nomination              
                   Committee.                                                   
                                                                                
Directorships       Brian is the Non-Executive Chairman of Indophil             
held in other       Resources N.L. and a Non-Executive Director of              
listed entities     Panoramic Resources Ltd. He is a past Director              
                   of MPI Mines Ltd, past Non-Executive Chairman                
of Leviathan Resources Ltd, and past Non-                    
                   executive Director of Perseverance Corporation               
                   Ltd.                                                         
Voting Recommendation:   The Directors, other than Brian Phillips, recommend    
that shareholders vote in favour of this resolution.  Mr. Brian Phillips,       
because of his interest, makes no recommendation in relation to this resolution.
Resolution 2:  Election of Nonqubela Mazwai as an Executive Director            
Nonqubela Mazwai was appointed Director of the Company to fill a casual vacancy 
during the year. In accordance with the company`s constitution, his appointment 
is to be confirmed at the first AGM following his appointment.                  
Appointed     -  30 October 2008                                                
                                                                                
Experience    -  Nonkqubela Mazwai is the CEO and founding                      
                shareholder of Motjoli Resources Pty Ltd, a 100%                
                black owned, controlled and managed company. She                
                has advised blue chip mining companies (including               
Anglo American and De Beers) on mining compliance               
                matters. She has also designed business processes               
                for the implementation of the Mineral and                       
                Petroleum Resources Development Act for the South               
African government`s Department of Minerals and                 
                Energy.                                                         
                                                                                
Directorships    Nonkqubela was Deputy Managing Director of Coal of             
held in other    Africa until 22 January 2008                                   
listed                                                                          
entities                                                                        
Voting Recommendation:   The Directors, other than Nonqubela Mazwai, recommend  
that shareholders vote in favour of this resolution.  Nonqubela Mazwai, because 
of his interest, makes no recommendation in relation to this resolution.        
Resolution 3:  Election of Neil Barrie as a Non-Executive Director              
Neil Barrie was appointed Director of the Company to fill a casual vacancy      
during the year.  In accordance with the company`s constitution, his appointment
is to be confirmed at the first AGM following his appointment.                  
Date          -  20 June 2008                                                   
Appointed                                                                       

Experience    -  Neil Barrie has over 20 years experience in mining             
                evaluation and corporate development throughout                 
                Australia, South African and Botswana. Neil was                 
also a former Director of KPMG.                                 
Voting Recommendation:   The Directors, other than Neil Barrie, recommend that  
shareholders vote in favour of this resolution.  Neil Barrie, because of his    
interest, makes no recommendation in relation to this resolution.               
Resolution 4:  Placement of Ordinary Shares to Seven Falls                      
By Agreement dated 23rd March 2008 between the Company, Diamond Resources       
(Proprietary) Limited and Tawana Resources SA (Proprietary) Limited (Tawana     
Group) and Seven Falls 155 (Pty) Limited (Seven Falls) (a related party to      
director, Nonkqubela Mazwai), Seven Falls agreed to convert its equity in the   
Company`s Kareevlei, Perdevlei, Daniel Kimberlite, Daniel Alluvial and Tawana   
Alluvial projects (Projects) into an 8% unencumbered share of the Company`s     
issued share capital as at 31 July 2008.                                        
The conversion is to be achieved by converting the net value of Seven Falls`    
equity in the Projects into shares in the Company at $0.07 per share, which     
equates to 9,375,720 Ordinary Fully Paid Shares (Conversion Shares).            
On 15 October 2008, the Company announced that it had issued 6,000,000 of the   
Conversion Shares to Seven Falls.                                               
The remaining 3,375,720 Conversion Shares will be issued to Seven Falls` in     
accordance with ASX Listing Rule 10.11.                                         
The proposed issue of the 3,375,720 Conversion Shares to Seven Falls requires   
the approval of shareholders pursuant to ASX Listing Rule 10.11.  The purpose of
Resolution 4 is to obtain shareholder approval for the issue of the 3,375,720   
Conversion Shares for the purpose of ASX Listing Rule 10.11 and for all other   
purposes.                                                                       
Under ASX Listing Rule 10.11 an entity may only agree to issue securities to a  
related party if the agreement to issue the securities is conditional upon      
holders of ordinary securities approving the issue before the issue is made.    
Shareholder approval is required under ASX Listing Rule 10.11 for the issue of  
the 3,375,720 Conversion Shares to Seven Falls because Seven Falls is a related 
party to director, Nonkqubela Mazwai, and as such, a related party of the       
Company.  If shareholder approval is given under ASX Listing Rule 10.11,        
shareholder approval is not required under ASX Listing Rule 7.1.                
For the purposes of ASX Listing Rule 10.13 information regarding the proposed   
issue of the 3,375,720 Conversion Shares is provided as follows:                
1.1  The proposed allottee of the 3,375,720 Conversion Shares is Seven Falls.   
1.2  The maximum number of Conversion Shares to be issued is 3,375,720          
Conversion Shares.                                                          
1.3  The 3,375,720 Conversion Shares will be issued no later than one month     
    after the date of the AGM (or such later date to the extent permitted by    
    any ASX waiver or modification of the ASX Listing Rules) and it is intended 
that the allotment occur on the same date.                                  
1.4  The 3,375,720 Conversion Shares will be issued at an issue price of $0.07  
    per share.                                                                  
1.5  The terms and conditions of the 3,375,720 Conversion Shares are the same as
the terms and conditions of already issued fully paid ordinary shares in    
    the Company.                                                                
1.6  No funds will be raised from the issue of the 3,375,720 Conversion Shares. 
    The 3,375,720 Conversion Shares were issued in part satisfaction of the     
consideration for the acquisition of Seven Falls` equity in the Projects by 
    the Company.                                                                
Voting Recommendation:   The Directors, other than Nonqubela Mazwai, recommend  
that shareholders vote in favour of this resolution. Nonqubela Mazwai, because  
of her interest, makes no recommendation in relation to this resolution.        
Resolution 5:  Issue of Equity Securities to Lufgan Nominees Pty Ltd            
On 13 March 2009, the Company entered into a Note Deed with a director related  
entity and a sophisticated investor to raise working capital for the Company, of
up to $500,000. The Company`s obligations to the director related entity and    
sophisticated investor under the Note Deed are secured by a notarial surety bond
and a surety bond over assets of subsidiaries of the Company which together     
constitute no more than 5% of the Company`s equity interests.                   
At the date of issue of this notice, the Company has issued a total of 6,666,667
Notes with a face value of $0.03 each and an aggregate nominal value of         
$200,000.  The Notes were paid for in cash by the Note Holders.  Lufgan Nominees
Pty Ltd (Lufgan Nominees), a related party to director Roydon Euan Luff,        
subscribed to 5,000,000 Notes, subject to the terms below.                      
It is a term of the Note Deed that upon obtaining shareholder approval Lufgan   
Nominees will obtain the right to convert the Notes into Ordinary Fully Paid    
Shares in the Company.                                                          
The Company now seeks approval by Shareholders for the vesting of conversion    
rights in Lufgan Nominees which constitutes the issue of equity securities (that
is, Convertible Notes) to Lufgan Nominees in accordance with ASX Listing Rule   
10.11.                                                                          
Under ASX Listing Rule 10.11 an entity may only agree to issue equity securities
to a related party if the agreement to issue the securities is conditional upon 
holders of ordinary securities approving the issue before the issue is made.    
Shareholder approval is required under ASX Listing Rule 10.11 for the vesting of
conversion rights to Lufgan Nominees (which is deemed to be an issue of equity  
securities) because Lufgan Nominees is a related party to director, Roydon Euan 
Luff, and as such, a related party of the Company.  If shareholder approval is  
given under ASX Listing Rule 10.11, shareholder approval is not required under  
ASX Listing Rule 7.1.                                                           
For the purposes of ASX Listing Rule 10.13 information regarding the deemed     
issue of the Convertible Notes to Lufgan Nominees is provided as follows:       
1.1  A statement of the terms of the Convertible Notes is as follows:           
(a)  Subject to shareholder approval being given under this Resolution 5,   
         on conversion one Ordinary Fully Paid Share will be issued for every   
         $0.03 of the principal amount of the Convertible Note;                 
    (b)  Subject to shareholder approval being given under this Resolution 5,   
on conversion one Ordinary Fully Paid Share will be issued for every   
         $0.03 of interest accrued and unpaid on the Convertible Notes;         
    (c)  Interest will be accrued at a rate equal to the 90 day dealers bank    
         bill rate from time to time, plus 3%; and                              
(d)  maturity date of four months from the first issue of the Notes         
         (provided that the parties may agree to extend the maturity date).     
1.2  The proposed allottee of the Convertible Notes is Lufgan Nominees.         
1.3  Subject to shareholder approval being given under this Resolution 5, the   
maximum number of Convertible Notes to be issued to Lufgan Nominees is      
    5,000,000 Convertible Notes, which may be converted into:                   
    (a)  a minimum number of 5,000,000 Ordinary Fully Paid Shares; and          
    (b)  a maximum number of Ordinary Fully Paid Shares to be determined by the 
final calculation of interest owing on the Convertible Notes (detailed 
         above).                                                                
1.4  The 5,000,000 Convertible Notes will be issued immediately on approval     
    being given under this Resolution 5.                                        
1.5  Subject to shareholder approval being given under this Resolution 5, the   
    Convertible Notes will be issued at an issue price of $0.03 per Convertible 
    Note.                                                                       
1.6  The funds raised by the issue of the Convertible Notes will provide working
capital for the Company.                                                    
Voting Recommendation:   The Directors, other than Roydon Euan Luff, recommend  
that shareholders vote in favour of this resolution.  Roydon Euan Luff, because 
of his interest, makes no recommendation in relation to this resolution.        
Resolution 6:  Ratification of Issue of Equity Securities to Domain Carpet Mills
Pty Ltd                                                                         
On 13 March 2009, the Company entered into a Note Deed with a director related  
entity and a sophisticated investor to raise working capital for the Company, of
up to $500,000.  The Company`s obligations to the director related entity and   
sophisticated investor under the Note Deed are secured by a notarial surety bond
and a surety bond over assets of subsidiaries of the Company which together     
constitute no more than 5% of the Company`s equity interests.                   
At the date of issue of this notice, the Company has issued a total of 6,666,667
Notes with a face value of $0.03 each and an aggregate nominal value of         
$200,000.  The Notes were paid for in cash by the Note Holders.  Domain Carpet  
Mills Pty Ltd (Domain Carpets), a sophisticated investor, subscribed to         
1,666,667 Convertible Notes, subject to the terms below.                        
The Company now seeks shareholder approval in accordance with ASX Listing Rule  
7.4 for the issue of Convertible Notes to Domain Carpets.                       
ASX Listing Rule 7.1 provides, in summary, that a company may not issue or agree
to issue equity securities in any 12 month period which exceeds 15% of the      
number of issued securities of the company held at the beginning of the 12 month
period, except with the prior approval of shareholders of the company in general
meeting unless an exception in ASX Listing Rule 7.1 applies.                    
However, ASX Listing Rule 7.4 provides that an issue of equity securities made  
without approval under ASX Listing Rule 7.1 is treated as having been made with 
shareholder approval for the purpose of ASX Listing Rule 7.1 if the issue did   
not breach ASX Listing Rule 7.1 and the holders of equity securities            
subsequently approve it.                                                        
The purpose of Resolution 6 is to seek shareholder approval to the issue of the 
Convertible Notes to Domain Carpets under ASX Listing Rule 7.4.  If shareholders
approve the issue of the Convertible Notes for the purpose of ASX Listing Rule  
7.4, the issue of Convertible Notes will not count towards determining the      
number of equity securities which the Company can issue in any 12 month period. 
The issue of Convertible Notes does not depend upon shareholders passing        
Resolution 6.  However, if shareholders do not approve the issue of Convertible 
Notes for the purpose of ASX Listing Rule 7.4, the issue of Convertible Notes   
will count towards the number of equity securities which the Company can issue  
in any 12 month period.                                                         
For the purpose of ASX Listing Rule 7.5 information regarding the Convertible   
Notes is provided as follows:                                                   
1.1  A statement of the terms of the Convertible Notes is as follows:           
    (a)  on conversion one Ordinary Fully Paid Share will be issued for every   
         $0.03 of the principal amount of the Convertible Note;                 
(b)  on conversion one Ordinary Fully Paid Share will be issued for every   
         $0.03 of interest accrued and unpaid on the Convertible Notes;         
    (c)  interest will be accrued at a rate equal to the 90 day dealers bank    
         bill rate from time to time, plus 3%; and                              
(d)  maturity date of four months from the first issue of the Notes         
         (provided that the parties may agree to extend the maturity date).     
1.2  The allottee of the Convertible Notes is Domain Carpets.                   
1.3  The number of Convertible Notes issued to Domain Carpets was 1,666,667     
Convertible Notes, which may be converted into:                             
    (a)  a minimum number of 1,666,667 Ordinary Fully Paid Shares; and          
    (b)  a maximum number of Ordinary Fully Paid Shares to be determined by the 
         final calculation of interest owing on the Convertible Notes.          
1.4  The Convertible Notes were issued at an issue price of $0.03 per           
    Convertible Note.                                                           
1.5  The funds raised by the issue of the Convertible Notes will provide working
    capital for the Company.                                                    
Voting Recommendation:   The Directors recommend that shareholders vote in      
favour of this resolution.                                                      
Resolution 7:  Change of Company Auditor                                        
The Audit Committee has made a recommendation, endorsed by the Board, that      
subject to ASIC approval, PricewaterhouseCoopers be replaced as external auditor
of the Company. Webb Audit Pty Ltd has been nominated by a Member of the Company
to be the external auditor.                                                     
A copy of the nomination accompanies this Notice of Meeting.                    
Voting Recommendation:   The Directors recommend that shareholders vote in      
favour of this resolution.                                                      
Resolution 8:  Non-Binding Adoption of Remuneration Report                      
Pursuant to the Corporations Act 2001, the Annual General Meeting of a listed   
company must propose a resolution that the Remuneration Report be adopted. Also 
pursuant to the Corporations Act 2001, the vote on this Resolution is advisory  
only and does not bind either the Directors or the Company.                     
The Remuneration Report is included within the Directors Report of the 2008     
Annual Report and is available on the Company`s website www.tawana.com.au.      
Shareholders will be given the opportunity to ask questions about or make       
comments on the Remuneration Report at the AGM.                                 
Voting Recommendation:   The Directors recommend that shareholders vote in      
favour of this resolution.                                                      
28 Collis Road                                                                  
Wattleup                                                                        
WA 6166                                                                         
9 April 2009                                                                    
Directors                                                                       
Tawana Resources NL                                                             
Suite 1                                                                         
1233 High Street                                                                
Armadale VIC   3122                                                             
Attention: Neil Barrie, Executive Chairman                                      
Dear Mr Barrie                                                                  
I nominate Webb Audit Pty Ltd, a Registered Audit Company with the Australian   
Securities and Investment Commission, to assume the role of Company Auditor for 
Tawana Resources NL from Price Waterhouse Coopers.                              
Yours faithfully                                                                
John Rowe                                                                       
Tawana Shareholder                                                              
Sponsor                                                                         
PricewaterhouseCoopers Corporate Finance (Pty) Ltd                              
28 April 2009                                                                   
Date: 28/04/2009 11:05:02 Supplied by www.sharenet.co.za                     
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