Go Back Email this Link to a friend


TAW - Tawana Resources NL - Notice Of General Meeting

Release Date: 21/10/2009 10:30:48      Code(s): TAW
TAW - Tawana Resources NL - Notice Of 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 N.L.                                                           
ABN: 69 085 166 721                                                             
NOTICE OF GENERAL MEETING                                                       
EXPLANATORY STATEMENT                                                           
PROXY FORM                                                                      
Date of Meeting                                                                 
23 November 2009                                                                
Time of Meeting                                                                 
10.00 am (AEST)                                                                 
Location                                                                        
Lawler Draper Dillon Conference Room                                            
Level 13, 440 Collins Street                                                    
Melbourne, Victoria                                                             
This is an important document.  Please read the information it contains         
carefully.  It is important that you vote on these resolutions either by        
attending the meeting or by completing and lodging the enclosed proxy form.     
If you are in doubt as to its contents, please consult your professional        
advisors.                                                                       
Tawana Resources N.L.                                                           
ACN 085 166 721                                                                 
NOTICE OF GENERAL MEETING                                                       
Notice is given that a General Meeting (Meeting) of Shareholders of Tawana      
Resources N.L. (Company) will be held at the Lawler Draper Dillon Conference    
Room, Level 13, 440 Collins Street, Melbourne, Victoria on 23 November 2009 at  
10.00 am (AEST) for the purpose of conducting the business of the Meeting as    
itemised below.                                                                 
The Notes to, and the Explanatory Statement and Proxy Form following, this      
Notice of Meeting form part of and are to be read in conjunction with this      
Notice of Meeting.                                                              
Business of the Meeting                                                         
SPECIAL BUSINESS                                                                
1    Resolution 1: Subsequent approval of the issue of T1 Placement Shares      
                                                                                
    To consider and, if thought fit, to pass the following resolution as an     
ordinary resolution:                                                        
    "That, for the purpose of ASX Listing Rule 7.4 and for all other purposes,  
    approval is given for the allotment and issue of the T1 Placement Shares by 
    the Company on the terms and conditions set out in the Explanatory          
Statement."                                                                 
    An explanation of this Resolution is found in section 3 of the attached     
    Explanatory Statement.                                                      
    A voting exclusion statement is contained in section 2 of the Notes         
accompanying this Notice of Meeting.                                        
2    Resolution 2:  Issue of T2 Placement 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 Company to allot and issue the T2 Placement       
    Shares on the terms and conditions set out in the Explanatory Statement."   
    An explanation of this Resolution is found in section 4 of the attached     
Explanatory Statement.                                                      
    A voting exclusion statement is contained in section 2 of the Notes         
    accompanying this Notice of Meeting.                                        
3    Resolution 3: Grant of Options to Cygnet Capital                           
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,  
    but subject to the passing of Resolution 2, approval is given for the       
Company to grant the Cygnet Options to Cygnet Capital on the terms and      
    conditions set out in the Explanatory Statement."                           
    An explanation of this Resolution is found in section 5 of the attached     
    Explanatory Statement.                                                      
A voting exclusion statement is contained in section 2 of the Notes         
    accompanying this Notice of Meeting.                                        
4    Resolution 4: Issue of Convertible Notes                                   
    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 Company to issue the Convertible Notes to Mahsor  
    Holdings Pty Limited, Deck Chair Holdings Pty Limited, Manfree Nominees Pty 
Limited and Mr Julian Babarczy on the terms and conditions set out in the   
    Explanatory Statement."                                                     
    An explanation of this Resolution is found in section 6 of the attached     
    Explanatory Statement.                                                      
A voting exclusion statement is contained in section 2 of the Notes         
    accompanying this Notice of Meeting.                                        
OTHER BUSINESS                                                                  
    To consider any other business that may be properly brought forward at the  
Meeting in accordance with the Constitution or the law.                     
    DATED: 21 OCTOBER 2009                                                      
    BY ORDER OF THE BOARD                                                       
    TAWANA RESOURCES N.L.                                                       
MR STIRLING HORNE                                                           
    DIRECTOR                                                                    
NOTES                                                                           
1    Definitions                                                                
Capitalised terms used in this Notice of Meeting are defined in the         
    Glossary in the Explanatory Statement which is attached to and forms part   
    of this Notice of Meeting.                                                  
2    Voting Exclusion Statements                                                
RESOLUTION 1                                                                
    The Company will disregard any votes cast on Resolution 1 by any persons    
    who participated in the issue of T1 Placement Shares and any associates of  
    those persons.                                                              
However, the Company need not disregard a vote on Resolution 1 if:          
    (a)  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                
    (b)  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.                                     
    RESOLUTION 2                                                                
    The Company will disregard any votes cast on Resolution 2 by a person who   
may participate in the proposed issue of T2 Placement Shares and a person   
    who may obtain a benefit, except a benefit solely in the capacity of a      
    holder of ordinary securities, if the resolution is passed, and any         
    associates of that person.                                                  
However, the Company need not disregard a vote on Resolution 2 if:          
    (a)  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                
    (b)  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.                                     
    RESOLUTION 3                                                                
    The Company will disregard any votes cast on Resolution 3 by a person who   
may participate in the proposed grant of Cygnet Options and a person who    
    may obtain a benefit, except a benefit solely in the capacity of a holder   
    of ordinary securities, if the resolution is passed, and any associates of  
    that person.                                                                
However, the Company need not disregard a vote on Resolution 3 if:          
    (a)  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                
    (b)  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.                                     
    RESOLUTION 4                                                                
    The Company will disregard any votes cast on Resolution 4 by a person who   
may participate in the proposed issue of Convertible Notes and a person who 
    may obtain a benefit, except a benefit solely in the capacity of a holder   
    of ordinary securities, if the resolution is passed, and any associates of  
    that person.                                                                
However, the Company need not disregard a vote on Resolution 4 if:          
    (a)  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                
    (b)  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.                                     
3    Majority required for the Resolutions to be passed                         
    A Resolution will be passed if at least 50% of the votes cast on the        
Resolution (either in person, proxy, attorney or by corporate               
    representative) are in favour of the Resolution.                            
4    Entitlement to Vote                                                        
    The Company (as convenor of the Meeting) has determined in accordance with  
regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that a       
    person`s entitlement to vote at the Meeting will be the entitlement of that 
    person set out in the register of members as at 5.00 pm (Melbourne time) on 
    21 November 2009.  This means that any Shareholder registered at 7.00 pm    
(Melbourne time) on 21 November 2009 is entitled to attend and vote (if not 
    excluded) at the Meeting.                                                   
5    Corporate Representative                                                   
    Any corporate Shareholder who has appointed a person to act as its          
corporate representative at the Meeting should provide that person with a   
    certificate or letter executed in accordance with section 250D of the       
    Corporations Act authorising him or her to act as that Shareholder`s        
    representative. Where a body corporate appoints a representative, the       
Company requires written proof of the representative`s appointment to be    
    either sent to the Company and/or its share registry in advance of the      
    Meeting or handed in at the Meeting when registering as a corporate         
    representative.                                                             
6    Voting by Proxy                                                            
    A Shareholder entitled to attend this Meeting and vote is entitled to       
    appoint a proxy to attend and vote for the shareholder at the Meeting.  A   
    proxy need not be a Shareholder of the Company.                             
If the Shareholder is entitled to cast two or more votes at the Meeting the 
    Shareholder may appoint two proxies and may specify the proportion or       
    number of votes which each proxy is appointed to exercise.  If no           
    proportion or number is specified, each Proxy may exercise one half of the  
Shareholder`s votes, in which case fractions of votes will be disregarded.  
    A form of proxy accompanies this Notice of Meeting.                         
    Proxy forms and the power of attorney or any other authority (if any) under 
    which it was signed must be received by the South African Transfer no later 
than 16:00 pm (SAST) on 20 November 2009, in accordance with the            
    instructions on the proxy form.  Any proxy form received after that time    
    will not be valid for the scheduled Meeting.                                
7    Questions and Comments by Shareholders at the Meeting                      
In accordance with the Corporations Act, a reasonable opportunity will be   
    given to Shareholders to ask questions about or make comments on the        
    management of the Company at the Meeting.                                   
Tawana Resources N.L.                                                           
ACN 085 166 721                                                                 
EXPLANATORY STATEMENT                                                           
1    introduction                                                               
    This Explanatory Statement forms part of a Notice of Meeting convening a    
General Meeting of Shareholders of Tawana Resources N.L. to be held at the  
    Lawler Draper Dillon Conference Room, Level 13, 440 Collins Street,         
    Melbourne, Victoria on 23 November 2009 at 10.00 am (AEST).                 
    This Explanatory Statement is to assist Shareholders in understanding the   
background to and the legal and other implications of the Notice of         
    Meeting, and the reasons for the Resolutions proposed.  This Explanatory    
    Statement and the Notice of Meeting should be read in their entirety and in 
    conjunction with each other.                                                
Shareholders are specifically referred to the Glossary which contains       
    definitions of capitalised terms used in this Explanatory Statement and the 
    Notice of Meeting.                                                          
2    Background to notice of meeting                                            
Cygnet Capital - Funding Arrangements                                       
    On 10 August 2009, the Company announced that it has entered into funding   
    arrangements with Cygnet Capital. Cygnet Capital is a financial services    
    company that provides investment banking, corporate advice and marketing    
services to corporate clients, plus private client wealth management and    
    fund management products and services to institutional, sophisticated and   
    retail investors.                                                           
    Pursuant to the funding arrangements, the Company has engaged Cygnet        
Capital to assist it to raise capital by way of:                            
    (a)  a private placement of 17,560,414 Shares at $0.005 per Share to        
         sophisticated investors (Tranche 1), which was completed on or about   
         25 August 2009;                                                        
(b)  a further private placement of 82,439,586 Shares at $0.005 per Share   
         to sophisticated investors, to bring the total private placement to    
         100,000,000 Shares (Tranche 2); and                                    
    (C)  a non-renounceable underwritten 1:1 rights issue at $0.005 per Share   
to raise a further $1,085,694 (Rights Issue).                          
    Cygnet Capital will be entitled to a fee equal to 6% of the funds raised    
    pursuant to Tranche 1, Tranche 2 and the Rights Issue.  Cygnet Capital will 
    also be issued the Cygnet Options in consideration for its services.        
In addition to the funding arrangements outlined above, the Company will    
    raise a further $350,000 by the issue of certain convertible notes to the   
    Lenders.  Further details are set out below.                                
    Placement                                                                   
On 10 August 2009, the Company announced a proposed placement of            
    100,000,000 Shares in two tranches at an issue price of 0.5 cents per Share 
    to raise a total of $500,000.                                               
    The T1 Placement Shares were issued on or about 25 August 2009.  The        
purpose of Resolution 1 is to obtain shareholder approval for the issue of  
    the T1 Placement Shares for the purpose of ASX Listing Rule 7.4 and for all 
    other purposes.                                                             
    Subject to Shareholder approval being obtained, the T2 Placement Shares     
will be issued to sophisticated investors sourced by Cygnet Capital . The   
    purpose of Resolution 2 is to obtain shareholder approval for the issue of  
    the T2 Placement Shares for the purpose of ASX Listing Rule 7.1 and for all 
    other purposes.                                                             
Rights Issue                                                                
    The Company proposes to undertake a non-renounceable underwritten 1:1       
    rights issue at $0.005 per Share to raise a further $1,085,694 following    
    completion of the Placement.  The rights issue will be underwritten by      
Cygnet Capital.                                                             
    On the date of this Notice of Meeting, there are 134,699,268 Shares on      
    issue including the 17,560,414 T1 Placement Shares issued under Tranche 1   
    of the Placement.  As indicated above, the Company will issue up to a       
further 82,439,586 Placement Shares to sophisticated investors under        
    Tranche 2 of the Placement to raise up to a further $412,197.93.  The       
    holders of the T1 Placement Shares and the T2 Placement Shares will be      
    entitled to participate in the rights issue.                                
Accordingly, the rights issue will result in the issue of a maximum of      
    217,138,854 new Shares and will raise up to a further $1,085,694.           
    Issue of Convertible Notes                                                  
    The Company is a party to four separate Converting Loan Agreements dated 24 
September 2009 with each of the Lenders, pursuant to which the Lenders have 
    loaned the Company the following sums, for a total loaned sum of $350,000:  
                                                                                
                                                                                

     Lender                         Loaned Sum                                  
     Mahsor Holdings                $100,000                                    
     Deck Chair Holdings            $75,000                                     
Manfree Nominees               $125,000                                    
     Mr Julian Babarczy             $50,000                                     
    Subject to Shareholder approval, in accordance with the terms of the        
    Converting Loan Agreements, the Company will issue the following number of  
Convertible Notes to the Lenders respectively in exchange for forgiveness   
    of the sums loaned by the Lenders to the Company:                           
                                                                                
                                                                                

     Lender                         Number of Convertible Notes                 
     Mahsor Holdings                4                                           
     Deck Chair Holdings            3                                           
Manfree Nominees               5                                           
     Mr Julian Babarczy             2                                           
    The terms of the Convertible Notes proposed to be issued to the Lenders are 
    summarised in section 6.2 of this Explanatory Statement.                    
3    Resolution 1: subsequent approval of the issue of the t1 placement shares  
3.1  Discussion                                                                 
    Resolution 1 seeks Shareholder approval pursuant to ASX Listing Rule 7.4    
    for the issue of the T1 Placement Shares.  None of the subscribers for the  
T1 Placement Shares was a related party of the Company.                     
    ASX Listing Rule 7.1 provides in summary that a listed company may not      
    issue equity securities in any 12 month period if that number of equity     
    securities exceed 15% of the number of issued securities of the company     
held at the beginning of that 12 month period, except with the prior        
    approval of shareholders of the company in general meeting or unless an     
    exception in ASX Listing Rule 7.2 applies.                                  
    ASX Listing Rule 7.4 provides that an issue of equity securities made       
without shareholder 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                         
holders of ordinary securities subsequently approve it.                     
*    The issue of the T1 Placement Shares did not result in the Company         
    breaching the 15% limit referred to in ASX Listing Rule 7.1.  The issue of  
    the T1 Placement Shares does not therefore depend upon Shareholders passing 
Resolution 1. The purpose of Resolution 1 is to obtain Shareholder approval 
    for the purpose of ASX Listing Rule 7.4 and for all other purposes.         
    If Shareholders approve Resolution 1, the issue of the T1 Placement Shares  
    will not count towards determining the number of equity securities which    
the Company can issue in any 12 month period.  If Shareholders do not       
    approve the issue of the T1 Placement Shares for the purpose of ASX Listing 
    Rule 7.4, the issue of the T1 Placement Shares 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, the following information is       
    provided in relation to the T1 Placement Shares to the extent that such     
information is not disclosed elsewhere in this Explanatory Statement:       
*    17, 560,414 T1 Placement Shares have been allotted.                        
*    The issue price of the T1 Placement Shares was $0.005 each.                
*    The T1 Placement Shares were issued on the same terms and conditions as the
Company`s existing issued Shares.                                           
*    The allottees of the T1 Placement Shares are applicants for T1 Placement   
    Shares sourced by Cygnet Capital and as determined by the Board.            
*    The funds raised from the issue of the T1 Placement Shares will be used to 
rationalise existing assets of the Company and review new opportunities.    
3.2  Voting Exclusion Statement                                                 
    A voting exclusion statement in respect of Resolution 1 is set out in Note  
    2 to the Notice of Meeting.                                                 
3.3  Directors` Recommendation                                                  
    The Directors recommend that Shareholders vote in favour of Resolution 1.   
    Each Director who holds Shares in the Company intends to vote in favour of  
    Resolution 1.                                                               
4    resolution 2: issue of the t2 placement shares                             
4.1  Discussion                                                                 
    Subject to Shareholder approval being obtained, the T2 Placement Shares     
    will be issued to sophisticated investors sourced by Cygnet Capital.        
The purpose of Resolution 2 is to obtain shareholder approval for the issue 
    of the T2 Placement Shares to sophisticated investors for the purpose of    
    ASX Listing Rule 7.1 and for all other purposes.                            
4.2  ASX Listing Rule 7.1                                                       
A summary of ASX Listing Rule 7.1 is provided in section 3.1 above.         
    The issue of the T2 Placement Shares without Shareholder approval will      
    result in the Company breaching the 15% limit referred to in ASX Listing    
    Rule 7.1.  The issue of the T2 Placement Shares therefore depends upon      
Shareholders passing Resolution 2.                                          
    The purpose of Resolution 2 is to obtain Shareholder approval for the       
    purpose of ASX Listing Rule 7.1 and for all other purposes.  If             
    Shareholders approve the issue of the T2 Placement Shares for the purpose   
of ASX Listing Rule 7.1, the issue of the T2 Placement Shares will not      
    count towards determining the number of equity securities which the Company 
    can issue in any 12 month period.                                           
    If Shareholders do not approve the issue of the T2 Placement Shares for the 
purpose of ASX Listing Rule 7.1, the issue of the T2 Placement Shares will  
    not occur and the Company will be forced to seek alternative sources of     
    funding.                                                                    
    For the purpose of ASX Listing Rule 7.3 information regarding the T2        
Placement Shares is provided as follows to the extent that such information 
    is not disclosed elsewhere in this Explanatory Statement:                   
*    A maximum number of 82,439,586 T2 Placement Shares will be issued.         
*    If Resolution 2 is passed, the T2 Placement Shares will be allotted and    
issued no later than three months after the date of the Meeting.            
*    The T2 Placement Shares will be issued at an issue price of $0.005 each.   
*    The allottees of the T2 Placement Shares will be applicants for T2         
    Placement Shares sourced by Cygnet Capital and as determined by the Board   
(but must be sophisticated investors).                                      
*    The T2 Placement Shares will be issued on the same terms and conditions as 
    the Company`s existing issued Shares.                                       
*    The funds raised from the issue of the T2 Placement Shares will be used to 
rationalise existing assets of the Company and review new opportunities.    
4.3  Voting Exclusion Statement                                                 
    A voting exclusion statement in respect of Resolution 2 is set out in Note  
    2 to the Notice of Meeting.                                                 
4.4  Directors` Recommendation                                                  
    The Directors recommend that Shareholders vote in favour of Resolution 2.   
    Each Director who holds Shares in the Company intends to vote in favour of  
    Resolution 2.                                                               
5    resolution 3: grant of options to cygnet capital                           
5.1  Discussion                                                                 
    The Board has agreed to allot and grant the Cygnet Options to Cygnet        
    Capital in consideration for its services.                                  
The purpose of Resolution 3 is to obtain shareholder approval for the       
    allotment and grant of the Cygnet Options for the purpose of ASX Listing    
    Rule 7.1.                                                                   
5.2  ASX Listing Rule 7.1                                                       
A summary of ASX Listing Rule 7.1 is provided in section 3.1 above.         
    The grant of the Cygnet Options will not result in the Company breaching    
    the 15% limit referred to in ASX Listing Rule 7.1.  The grant of the Cygnet 
    Options does not therefore depend upon Shareholders passing Resolution 3.   
The purpose of Resolution 3 is to obtain Shareholder approval for the       
    purpose of ASX Listing Rule 7.1 and for all other purposes.                 
    If Shareholders approve Resolution 3, the grant of the Cygnet Options will  
    not count towards determining the number of equity securities which the     
Company can issue in any 12 month period.  If Shareholders do not approve   
    the grant of the Cygnet Options for the purpose of ASX Listing Rule 7.1,    
    the grant of the Cygnet Options 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 7.3 information regarding the Cygnet    
    Options is provided as follows to the extent that such information is not   
    disclosed elsewhere in this Explanatory Statement:                          
*    The maximum number of securities the Company will grant to Cygnet Capital  
is 50,000,000 Cygnet Options.                                               
*    The Cygnet Options will be allotted and granted no later than three months 
    after the date of the Meeting.                                              
*    The Cygnet Options will be granted at a deemed issue price of nil.  The    
exercise price of each Cygnet Option is $0.01.                              
*    The Cygnet Options will be allotted to Cygnet Capital (and/or its          
    nominee/s).                                                                 
*    Each Cygnet Option entitles Cygnet Capital to subscribe for one unissued   
Share at the specified exercise price of $0.01 per Share exercisable on or  
    before the third anniversary of the issue date of the Cygnet Options.  The  
    Cygnet Options vest immediately.  The Cygnet Options will not be quoted on  
    ASX.                                                                        
Further terms and conditions of the Cygnet Options are set out in Annexure  
    A to this Explanatory Statement.                                            
*    No funds will be raised from the issue of the Cygnet Options as they are   
    being issued for no consideration.                                          
5.3  Voting Exclusion Statement                                                 
    A voting exclusion statement in respect of Resolution 3 is set out in Note  
    2 to the Notice of Meeting.                                                 
5.4  Directors` Recommendation                                                  
The Directors recommend that Shareholders vote in favour of Resolution 3.   
6    resolution 4: ISSUE OF CONVERTIBLE NOTES                                   
6.1  Discussion                                                                 
    On 24 September 2009 the Company entered into a Converting Loan Agreement   
with each of the Lenders.                                                   
    Pursuant to the Converting Loan Agreements, the Lenders have loaned to the  
    Company the following sums, for a total loaned sum of $350,000 (Loan):      
                                                                                

                                                                                
         Lender                      Loaned Sum                                 
         Mahsor Holdings             $100,000                                   
Deck Chair Holdings         $75,000                                    
         Manfree Nominees            $125,000                                   
         Mr Julian Babarczy          $50,000                                    
    It is a term of the Converting Loan Agreements that, subject to shareholder 
approval, the Loan will be applied by the Company in payment for the        
    subscription by the Lenders of the Convertible Notes at a price of $25,000  
    per Convertible Note.                                                       
    Subject to shareholder approval, each of the Lenders will therefore         
subscribe for and be issued the following Convertible Notes (each           
    convertible into a maximum of 5,000,000 Shares) in accordance with the      
    terms and conditions of the Converting Loan Agreements:                     
                                                                                

                                                                                
         Lender                      Number of Convertible Notes                
         Mahsor Holdings             4                                          
Deck Chair Holdings         3                                          
         Manfree Nominees            5                                          
         Mr Julian Babarczy          2                                          
    The Convertible Loan Agreements and the Convertible Notes are secured by a  
first ranking fixed and floating charge dated 24 September 2009 between the 
    Company and each of the Lenders securing the obligations of the Company     
    under the Converting Loan Agreements and the Convertible Notes.             
    The purpose of Resolution 4 is to obtain shareholder approval for the issue 
of the Convertible Notes in exchange for the Loan for the purpose of ASX    
    Listing Rule 7.1.                                                           
    The conditions of issue of the Convertible Notes proposed to be issued to   
    the Lenders are summarised in section 6.2 of this Explanatory Statement.    
6.2  ASX Listing Rule 7.1                                                       
    A summary of ASX Listing Rule 7.1 is provided in section 3.1 above.         
    The issue of the Convertible Notes without Shareholder approval will result 
    in the Company breaching the 15% limit referred to in ASX Listing Rule 7.1. 
The issue of the Convertible Notes therefore depends upon Shareholders      
    passing Resolution 4.                                                       
    The purpose of Resolution 4 is to obtain Shareholder approval for the       
    purpose of ASX Listing Rule 7.1 and for all other purposes.  If             
Shareholders approve the issue of the Convertible Notes for the purpose of  
    ASX Listing Rule 7.1, the issue of the Convertible Notes will not count     
    towards determining the number of equity securities which the Company can   
    issue in any 12 month period.                                               
If Shareholders do not approve the issue of the Convertible Notes for the   
    purpose of ASX Listing Rule 7.1, the issue of the Convertible Notes will    
    not occur.  If the Loan is not converted into Convertible Notes, pursuant   
    to the terms of the Converting Loan Agreements, the Company will be         
required to repay the Loan together with interest accrued on the Loan at    
    the rate of 11% per annum.                                                  
    For the purpose of ASX Listing Rule 7.3 information regarding the           
    Convertible Notes is provided as follows to the extent that such            
information is not disclosed elsewhere in this Explanatory Statement:       
*    If Resolution 4 is passed, 14 Convertible Notes will be issued.  Each      
    Convertible Note is convertible into a maximum of 5,000,000 Shares.         
*    If Resolution 4 is passed, the Convertible Notes will be allotted and      
issued no later than three months after the date of the Meeting.            
*    The Convertible Notes will be issued at an issue price of $25,000 each.    
*    The allottees of the Convertible Notes will be Mahsor Holdings, Deck Chair 
    Holdings, Manfree Nominees and Mr Julian Babarczy and/or their nominees.    
*    A statement of the terms of the Convertible Notes is as follows.  Each     
    Convertible Note:                                                           
    *    has a face value representing a principal amount of $25,000;           
    *    has a maturity date of 5.00 pm on 24 September 2011;                   
*    is not convertible prior to the earlier of completion of the Rights *  
    *    Issue and the date falling six (6) months after 24 September 2009;     
         bears interest at the rate of 11% per annum, payable half yearly; and  
    *    is convertible into Shares at the option of the noteholder at the      
Conversion Rate at any time before the maturity date; and              
    *    conversion of the Convertible Notes will be in full satisfaction and   
         discharge of the principal amount owing to the lender in respect of    
         the Convertible Notes the subject of the conversion, but will in no    
way effect the Company`s liability for unpaid interest accrued up to   
         the date of conversion.                                                
*    The funds raised from the issue of the Convertible Notes will be used by   
    the Company for working capital purposes.                                   
6.3  Voting Exclusion Statement                                                 
    A voting exclusion statement in respect of Resolution 4 is set out in Note  
    2 to the Notice of Meeting.                                                 
6.4   Directors` Recommendation                                                 
The Directors recommend that Shareholders vote in favour of Resolution 4.   
GLOSSARY                                                                        
-    AEST means Australian Eastern Standard Time, Melbourne.                    
-    ASX means ASX Limited ACN 008 624 691.                                     
-    ASX Listing Rules means the official listing rules of ASX and any other    
    rules of ASX, each as amended or replaced from time to time except to the   
    extent of any express written waiver by ASX.                                
-    AUD$ and $ means dollars of the currency of Australia.  All amounts in this
Explanatory Statement and Notice of Meeting are in Australian dollars       
    unless otherwise stated.                                                    
-    Babarczy Agreement means the Converting Loan Note Agreement dated 24       
    September 2009 between the Company and Mr Julian Babarczy.                  
-    Board means the Board of Directors of the Company as constituted from time 
    to time.                                                                    
-    Business Day means a day on which banks are open for general banking       
    business in Melbourne Australia, excluding Saturdays, Sundays and public    
holidays.                                                                   
-    Constitution means the constitution of the Company.                        
-    Conversion Rate means the number of Shares to which the noteholder will be 
    entitled on conversion of the Convertible Notes, calculated as the total    
principal value of the Convertible Notes converted divided by $0.005.       
-    Convertible Notes means the:                                               
    (a)  4 convertible notes in the Company proposed to be issued to Mahsor     
         Holdings pursuant to the terms of the Mahsor Agreement;                
(b)  3 convertible notes in the Company proposed to be issued to Deck Chair 
         Holdings pursuant to the terms of the Deck Chair Agreement             
    (C) 5 convertible notes in the Company proposed to be issued to Manfree     
         Nominees pursuant to the terms of the Manfree Agreement; and           
(d)  2 convertible notes in the Company proposed to be issued to Mr Julian  
         Babarczy pursuant to the terms of the Babarczy Agreement.              
-    Converting Loan Note Agreements means the Mahsor Agreement, the Deck Chair 
    Agreement, the Manfree Agreement and the Babarczy Agreement.                
-    Corporations Act means the Corporations Act 2001 (Cth).                    
-    Cygnet Capital means Cygnet Capital Pty Limited ACN 103 488 606.           
-    Cygnet Options means 50,000,000 Options exercisable at $0.01 each on or    
    before the third anniversary of their issue date.                           
-    Deck Chair Agreement means the Converting Loan Note Agreement dated 24     
    September 2009 between the Company and Deck Chair Holdings.                 
-    Deck Chair Holdings means Deck Chair Holdings Pty Limited ACN 119 142 317. 
-    Directors means the directors of the Company and Director means one of     
them.                                                                       
-    Explanatory Statement means this explanatory statement and includes any    
    annexure.                                                                   
-    Lenders means each of Mahsor Holdings, Deck Chair Holdings, Manfree        
Nominees and Mr Julian Babarczy.                                            
-    Mahsor Agreement means the Converting Loan Note Agreement dated 24         
    September 2009 between the Company and Mahsor Holdings.                     
-    Mahsor Holdings means Mahsor Holdings Pty Limited ACN 120 607 605.         
-    Manfree Agreement means the Converting Loan Note Agreement dated 24        
    September 2009 between the Company and Manfree Nominees.                    
-    Manfree Nominees means Manfree Nominees Pty Limited ACN 005 151 780.       
-    Meeting means the general meeting of the Company to be held on 23 November 
2009 to consider the Resolutions.                                           
-    Notice of Meeting means the notice of general meeting to which this        
    Explanatory Statement is attached.                                          
-    Option means an option to subscribe for one unissued Share.                
-    Placement means the placement of up to100,000,000 Shares in two tranches at
    an issue price of $0.005 per Share to raise a total of $500,000.            
-    Placement Shares means up to 100,000,000 Shares to be issued under Tranche 
    1 and Tranche 2 of the Placement.                                           
-    Resolution means a resolution set out in the Notice of Meeting.            
-    Share means a fully paid ordinary share in the capital of the Company.     
-    Shareholder means the holder of a Share in the Company.                    
-    T1 Placement Shares means the 17,560,414 Placement Shares issued pursuant  
to Tranche 1 of the Placement.                                              
-    T2 Placement Shares means up to 82,439,586 Placement Shares issued pursuant
    to Tranche 2 of the Placement.                                              
-    SAST means South African Standard Time, Johannesburg                       
ANNEXURE A                                                                      
TERMS AND CONDITIONS OF CYGNET OPTIONS                                          
1    The Optionholder is entitled on payment of $0.01 per Share (Exercise Price)
    to be allotted one Share in the Company for each Option exercised (subject  
to possible adjustments referred to below).                                 
2    The Options held by the Optionholder are exercisable in whole or in part at
    any time before the third anniversary of the issue date of the Cygnet       
    Options (Exercise Period).  Options not exercised before the expiry of the  
Exercise Period will lapse.                                                 
3    Options are exercisable by notice in writing to the Board delivered to the 
    registered office of the Company and payment of the exercise price of 1     
    cent per Option in cleared funds.                                           
4    The Company will not apply for official quotation on ASX of the Options.   
    The Company will, subject to the ASX first approving reinstatement of the   
    Company`s Shares on its official list, make an application for official     
    quotation on ASX of new Shares allotted on exercise of the Options.         
5    All new Shares allotted on exercise of the Options will rank equally with  
    and will carry the same rights as the existing issued ordinary Shares in    
    the Company.                                                                
6    An Optionholder may only participate in new issues of securities to holders
of ordinary Shares in the Company if the Option has been exercised and      
    Shares allotted in respect of the Option before the record date for         
    determining entitlements to the issue.  The Company must give prior notice  
    to the Optionholder of any new issue before the record date for determining 
entitlements to the issue in accordance with the ASX Listing Rules.         
7    Subject to the ASX first approving reinstatement of the Company`s Shares on
    its official list, if the Company makes a rights issue (other than a bonus  
    issue), the exercise price of Options on issue will be reduced according to 
the following formula:                                                      
   O` = O - E (P - (S + D))                                                     
        (N + 1)                                                                 
   Where:                                                                       
O`   =  the new exercise price of the Option;                                
   O    =  the old exercise price of the Option;                                
   E    =  the number of underlying ordinary Shares into which                  
           one Option is exercisable;                                           
P    =  the average closing sale price per ordinary share                    
           (weighted by reference to volume) recorded on the                    
           stockmarket of ASX during the five trading days                      
           immediately preceding the ex rights date or ex                       
entitlements date (excluding special crossings and                   
           overnight sales and exchange traded Option                           
           exercises);                                                          
   S    =  the subscription price for a security under the pro                  
rata issue;                                                          
   D    =  the dividend due but not yet paid on existing                        
           underlying securities (except those to be issued                     
           under the pro rata issue); and                                       
N    =  the number of securities with rights or entitlements                 
           that must be held to receive a right to one new                      
           security.                                                            
8    If there is a bonus issue to the holders of ordinary Shares in the capital 
of the Company, the number of ordinary Shares over which the Option is      
    exercisable will be increased by the number of ordinary Shares which the    
    holder of the Option would have received if the Option had been exercised   
    before the record date for the bonus issue.                                 
9    If, during the currency of the Options the issued capital of the Company is
    reorganised, those Options will be reorganised to the extent necessary to   
    comply with ASX Listing Rules.                                              
TAWANA RESOURCES N.L.       All correspondence to:                              
ACN 085 166 721             Computershare Investor Services (Pty) Ltd           
                           P O Box 61051                                        
                           Marshalltown                                         
                           2107                                                 
Ph +2711 370 5000                                    
                           Fax +2711 688 5238                                   
PROXY FORM                                                                      
Appointment of Proxy                                                            
I/We                                                                            
(name of shareholder)                                                           
Of                                                                              
(address)                                                                       
being members/s of Tawana Resources N.L. ("TAW") and entitled to attend and vote
hereby appoint:                                                                 
                                            Write here the name                 
`A`       the Chairman                       and address of the                 
of the         OR                  person you are                      
         Meeting                            appointing if this                  
         (mark with an                      person is someone                   
         "X")                               other than the                      
Chairman of the                     
                                            Meeting.                            
or failing the person named, or if no person is named, the Chairman of the      
General Meeting ("Meeting"), as my/our proxy to act generally at the Meeting 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 Meeting of TAW to be  
held at the Lawler Draper Dillon Conference Room, Level 13, 440 Collins Street, 
Melbourne, Victoria at 10.00 am (AEST) on 23 November 2009 and at any           
adjournment of that Meeting.                                                    
The Chairman of the Meeting intends to vote undirected proxies in favour of each
item of business (unless he has an interest in the outcome of that item).       
Voting directions to your proxy - please mark "X" to indicate your              
directions                                                                      
                                          For   Against  Abstain                
                                                                                
                                                                                
Resolution 1  Subsequent approval of the                                        
             issue of T1 Placement                                              
             Shares                                                             
                                                                                

Resolution 2  Issue of T2 Placement                                             
             Shares                                                             
                                                                                
Resolution 3  Grant of Options to Cygnet                                        
             Capital                                                            
                                                                                
Resolution 4  Issue of Convertible Notes                                        
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      This section must be signed in accordance with                 
HERE             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 DETAILS                                                                 
                                             /       /                          
Contact Name           Contact Daytime        Date                              
                      Telephone                                                 
HOW TO COMPLETE THIS PROXY FORM                                                 
Name and       This is your name and address as it appears on the               
Address        share register of TAW.  If this information is                   
              incorrect, please contact TAW to arrange for changes              
to be made.                                                       
                                                                                
Appointment    If you wish to appoint the Chairman of the Meeting as            
of a Proxy     your proxy, mark the box.  If the person you wish to             
appoint as your proxy is someone other then the                   
              Chairman of the Meeting please write the name of that             
              person.  If you leave this section blank, or your                 
              named proxy does not attend the Meeting, the Chairman             
of the Meeting will be your proxy.  A proxy need not              
              be a security holder of the Company.                              
                                                                                
Votes on       You may direct your proxy how to vote by placing a               
Items of       mark in one of the boxes opposite each item of                   
Business       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.                                        
                                                                                
Appointment    You are entitled to appoint up to two persons as                 
of a Second    proxies to attend the Meeting and vote on a poll.  If            
Proxy          you wish to appoint a second proxy, an additional                
              Proxy Form may be obtained by telephoning TAW or you              
              may copy this form.                                               

              To appoint a second proxy you must:                               
                                                                                
              1.    Provide a separate Proxy Form for each of the               
first proxy and the second proxy.                           
                                                                                
              2.    On each of the first Proxy Form and the second              
                    Proxy Form state the percentage of your voting              
rights or number of securities applicable to                
                    that form.  If the appointments do not specify              
                    the percentage or number of votes that each                 
                    proxy may exercise, each proxy may exercise                 
half your votes.  Fractions of votes will be                
                    disregarded.                                                
                                                                                
              3.    Return both forms together in the same                      
envelope.                                                   
                                                                                
Signing        You must sign this form as follows in the spaces                 
Instructions   provided:                                                        
Individual:  where the holding is in one name, the                
                           holder must sign.                                    
                                                                                
              Joint        where the holding is more than one name,             
Holding:     all the security holders should sign.                
                                                                                
              Power of     to sign under a Power of Attorney, you               
              Attorney:    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.                    

Lodgement of   This Proxy Form (and any Power of Attorney under which           
a Proxy        it is signed) must be received at the address given              
              below by 16:00 pm (SAST) on 20 November 2009 being not            
later than 48 hours before the commencement of the                
              Meeting.  Any Proxy Form received after that time will            
              not be valid for the scheduled Meeting.                           
                                                                                
Documents may be lodged by posting, delivery or                   
              facsimile to:                                                     
                                                                                
              Tawana Resources N.L.                                             
Computershare Investor Services (Pty) Ltd                         
              P O Box 61051                                                     
              Marshalltown                                                      
              2107                                                              
Ph +2711 370 5000                                                 
              Fax +2711 688 5238                                                
Sponsor                                                                         
PricewaterhouseCoopers Corporate Finance (Pty) Ltd                              
Date: 21/10/2009 10:30:46 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                             .                  
The SENS service is an information dissemination service administered by the    
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or            
implicitly, represent, warrant or in any way guarantee the truth, accuracy or   
completeness of the information published on SENS. The JSE, their officers,     
employees and agents accept no liability for (or in respect of) any direct,     
indirect, incidental or consequential loss or damage of any kind or nature,     
howsoever arising, from the use of SENS or the use of, or reliance on,          
information disseminated through SENS.                                          



                                        
Email this JSE Sens Item to a Friend.

Send e-mail to
© 2019 SHARENET (PTY) Ltd, Cape Town, South Africa
Home     Terms & conditions    Privacy Policy
    Security Notice    Contact Details
Market Statistics are calculated by Sharenet and are therefore not the official JSE Market Statistics. The calculation/derivation may include underlying JSE data.