Go Back Email this Link to a friend


TAW - Tawana Resources NL - Notice of general meeting

Release Date: 30/07/2010 10:02:03      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 NL                                                             
ACN 085 166 721                                                                 
NOTICE OF GENERAL MEETING,                                                      
EXPLANATORY STATEMENT AND PROXY FORM                                            
General Meeting to be held at Level 1, 2 Ross Place, South Melbourne, 3205,     
Victoria on 30 August 2010 commencing at 12.00pm (EST).                         
This document is important and should be read in its entirety.                  
If Shareholders are in doubt as to how to vote, they should seek advice from    
their accountant, solicitor or other professional adviser without delay.        
Please note that a copy of the proxy form sent to shareholders holding stock    
listed on JSE Limited can be found on www.asx.com.au                            
NOTICE OF GENERAL MEETING                                                       
Notice is given that a General Meeting of Tawana Resources NL (ACN 085 166      
721)                                                                            
will be held at Level 1, 2 Ross Place, South Melbourne, 3205, Victoria on 30    
August 2010 commencing at 12.00pm (EST).                                        
BUSINESS                                                                        
1.   Resolution 1 - Ratification of Prior Placement                             
To consider and, if thought fit, pass the following resolution as an        
    ordinary resolution:                                                        
    "That, for the purposes of Listing Rule 7.4 and for all other purposes,     
the                                                                             
prior issue on 20 July 2010 of 66,000,000 Shares at $0.01 each to raise     
    $660,000 is hereby ratified."                                               
    Voting exclusion: In accordance with ASX Listing Rule 7.5.6 the Company     
    will disregard any votes cast on Resolution 1 by any person who             
participated in the issue the subject of this resolution and any person     
    associated with those persons. However, the Company will not disregard a    
    vote if it is cast by such a person as proxy for a person who is entitled   
    to vote in accordance with the directions on the proxy form or if it is     
cast by the person chairing the meeting as proxy for a person who is        
    entitled to vote, in accordance with a direction on the proxy form to       
vote                                                                            
    as the proxy decides.                                                       
2.   Resolution 2 - Approval for Warwick Grigor to Participate in Placement     
    To consider and, if thought fit, pass the following resolution as an        
    ordinary resolution:                                                        
    "That, for the purposes of Listing Rule 10.11 and for all other purposes,   
Director Warwick Grigor and/or his nominees be authorised to subscribe      
for                                                                             
    up to 10,000,000 Shares in the Company on the same terms and conditions     
as                                                                              
the placement referred to in Resolution 1."                                 
    Voting exclusion: In accordance with ASX Listing Rule 10.13.6 the Company   
    will disregard any votes cast on Resolution 2 by Warwick Grigor and any     
    person associated with Warwick Grigor.  However, the Company will not       
disregard a vote if it is cast by such a person as proxy for a person who   
    is entitled to vote in accordance with the directions on the proxy form     
or                                                                              
    if 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.   Resolution 3 - Approval for Euan Luff to Participate in Placement          
To consider and, if thought fit, pass the following resolution as an        
    ordinary resolution:                                                        
    "That, for the purposes of Listing Rule 10.11 and for all other purposes,   
    Director Euan Luff and/or his nominees be authorised to subscribe for up    
to                                                                              
    8,000,000 Shares in the Company on the same terms and conditions as the     
    placement referred to in Resolution 1."                                     
    Voting exclusion: In accordance with ASX Listing Rule 10.13.6 the Company   
will disregard any votes cast on Resolution 3 by Euan Luff and any person   
    associated with Euan Luff. However, the Company will not disregard a vote   
    if it is cast by such a person as proxy for a person who is entitled to     
    vote in accordance with the directions on the proxy form or if 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.                                                                    
4.   Resolution 4 - Approval for Julian Babarczy to Participate in Placement    
    To consider and, if thought fit, pass the following resolution as an        
    ordinary resolution:                                                        
"That, for the purposes of Listing Rule 10.11 and for all other purposes,   
    Director Julian Babarczy and/or his nominees be authorised to subscribe     
for                                                                             
    up to 5,000,000 Shares in the Company on the same terms and conditions as   
the placement referred to in Resolution 1."                                 
    Voting exclusion: In accordance with ASX Listing Rule 10.13.6 the Company   
    will disregard any votes cast on Resolution 3 by Julian Babarczy and any    
    person associated with Julian Babarczy.  However, the Company will not      
disregard a vote if it is cast by such a person as proxy for a person who   
    is entitled to vote in accordance with the directions on the proxy form     
or                                                                              
    if 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.                                                  
5.   Resolution 5 - Approval for Grant of Options to Cygnet Capital             
To consider and, if thought fit, pass the following resolution as an        
    ordinary resolution:                                                        
    "That, for the purposes of Listing Rule 7.1 and for all other purposes,     
the                                                                             
Company be authorised to issue 50,000,000 Options with an exercise price    
of                                                                              
    $0.01 and an expiry date of 31 July 2012 to Cygnet Capital Pty Ltd and/or   
    its nominees."                                                              
Voting exclusion: In accordance with ASX Listing Rule 7.3.8 the Company     
    will disregard any votes cast on Resolution 5 by Cygnet Capital Pty Ltd     
or                                                                              
    its nominees and any person associated with Cygnet Capital Pty Ltd or its   
nominees. However, the Company will not disregard a vote if it is cast by   
    such a person as proxy for a person who is entitled to vote in accordance   
    with the directions on the proxy form or if 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.                                                                        
6.   Resolution 6 - Approval for Grant of Options to CEO                        
    To consider and, if thought fit, pass the following resolution as an        
ordinary resolution:                                                        
    "That, for the purposes of Listing Rule 7.1 and for all other purposes,     
the                                                                             
    Company be authorised to issue 5,000,000 Options with an exercise price     
of                                                                              
    $0.03 and an expiry date two years from the date of issue and 5,000,000     
    Options with an exercise price of $0.05 and an expiry date four years       
from                                                                            
the date of issue to Chief Executive Officer Lennard Kolff and/or his       
    nominees."                                                                  
    Voting exclusion: In accordance with ASX Listing Rule 7.3.8 the Company     
    will disregard any votes cast on Resolution 6 by Lennard Kolff or his       
nominees and any person associated with Lennard Kolff or his nominees.      
    However, the Company will not disregard a vote if it is cast by such a      
    person as proxy for a person who is entitled to vote in accordance with     
the                                                                             
directions on the proxy form or if 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.                   
Explanatory Statement                                                       
    The accompanying Explanatory Statement forms part of this Notice of         
General                                                                         
    Meeting and should be read in conjunction with it.  Shareholders are        
specifically referred to the Glossary in the Explanatory Statement which    
    contains definitions of capitalised terms used in this Notice of General    
    Meeting and the Explanatory Statement.                                      
    Proxies                                                                     
Please note that a copy of the proxy form sent to shareholders holding      
    stock listed on JSE Limited can be found on www.asx.com.au                  
    Please note that:                                                           
    a.   a Shareholder entitled to attend and vote at the General Meeting is    
entitled to appoint a proxy;                                           
    b.   a proxy need not be a member of the Company;                           
    c.   a Shareholder may appoint a body corporate or an individual as its     
         proxy;                                                                 
d.   a body corporate appointed as a Shareholder`s proxy may appoint an     
         individual as its representative to exercise any of the powers that    
         the body may exercise as the Shareholder`s proxy; and                  
    e.   Shareholders entitled to cast two or more votes may appoint two        
proxies and may specify the proportion or number of votes each proxy   
         is appointed to exercise, but where the proportion or number is not    
         specified, each proxy may exercise half of the votes.                  
    The enclosed proxy form provides further details on appointing proxies      
and lodging proxy forms.If a body corporate wishes to appoint an            
    individual as its representative, the body corporate should provide that    
    person with a certificate or letter executed in accordance with the         
    Corporations Act authorising him or her to act as that company`s            
representative.The authority may be sent to the Company or its share        
    registry in advance of the General Meeting or handed in at the General      
    Meeting when registering as a corporate representative.Voting               
    Entitlements In accordance with Regulations 7.11.37 and 7.11.38 of the      
Corporations Regulations 2001, the Board has determined that a person`s     
    entitlement to                                                              
    vote at the General Meeting will be the entitlement of that person set      
    out in the register of Shareholders as at 7.00pm (EST) on 28 August 2010.   
Accordingly, transactions registered after that time will be disregarded    
    in determining a Shareholder`s entitlement to attend and vote at the        
    General Meeting.                                                            
By Order of the Board of Directors                                              
Winton Willesee                                                                 
Joint Company Secretary                                                         
Tawana Resources NL                                                             
23 July 2010                                                                    
Explanatory Statement                                                           
This Explanatory Statement has been prepared for the information of             
Shareholders                                                                    
in relation to the business to be conducted at the Company`s General Meeting    
to                                                                              
be held at Level 1, 2 Ross Place, South Melbourne, 3205, Victoria on 30 August  
2010 commencing at 12.00pm (EST).                                               
The purpose of this Explanatory Statement is to provide Shareholders with all   
information known to the Company which is material to a decision on how to      
vote                                                                            
on the Resolutions in the accompanying Notice of General Meeting.               
This Explanatory Statement should be read in conjunction with the Notice of     
General Meeting. Capitalised terms in this Explanatory Statement are defined    
in                                                                              
the Glossary in Section 5.                                                      
1.   Resolution 1 - Ratification of Prior Placement                             
Resolution 1 seeks Shareholder ratification for the prior issue of          
    66,000,000 Shares at $0.01 to raise $660,000 on 20 July 2010.               
    ASX Listing Rule 7.4                                                        
    ASX Listing Rule 7.1 provides that (subject to certain exceptions, none     
of which are relevant here) prior approval of shareholders is required      
    for an issue of securities by a company if the securities will, when        
    aggregated with the securities issued by the company during the previous    
    12 months, exceed 15% of the number of the shares on issue at the           
commencement of that 12 month period.                                       
    ASX Listing Rule 7.4 provides that where a company ratifies a prior issue   
    of securities, the issue will be treated as having been made with           
    approval for the purpose of Listing Rule 7.1, thereby replenishing the      
company`s 15% capacity and enabling it to issue further securities up to    
    that limit.                                                                 
    Resolution 1 proposes the ratification and approval of the allotment and    
    issue of 66,000,000 Shares for the purpose of satisfying the requirements   
of ASX Listing Rule 7.4.                                                    
    The information required to be provided to shareholders to satisfy ASX      
    Listing Rule 7.4 is specified in ASX Listing Rule 7.5.                      
    In compliance with the information requirements of ASX Listing Rule 7.5,    
Shareholders are advised of the following particulars in relation to the    
    allotment and issue pursuant to Resolution 1:                               
    a.   Date of allotment and issue of securities                              
         20 July 2010.                                                          
b.   Number of securities allotted and issued                               
         66,000,000 Shares.                                                     
    c.   Price at which securities were allotted and issued                     
         The Shares were issued at $0.01 per Share to raise $660,000.           
d.   The terms of the securities                                            
         The Shares the subject of Resolution 1 rank equally in all respects    
         with the existing fully paid ordinary shares on issue.                 
    e.   The basis on which allottees were determined                           
The allottees of the Shares were investors introduced by Cygnet        
         Capital Pty Ltd who were exempt from disclosure under section 708 of   
         the Corporations Act.                                                  
         None of the allottees are related parties or associates of the         
Company.                                                               
    f.   The use of (or intended use of) the funds raised                       
         The funds raised pursuant to the issue of Shares the subject of        
         Resolution 1 will be utilised by the Company as follows:               
-    to fund the Company`s continuing operations in respect of the     
              Company`s existing projects;                                      
         -    to identify and potentially acquire an interest in new projects   
              which fall within the Board`s investment parameters; and          
-    for general working capital purposes.                             
2.   Resolutions 2 to 4 - Approval for Directors to Participate in Placement    
2.1  Background to Resolutions 2 to 4                                           
    Resolutions 2 to 4 seeks approval for three Directors, being Warwick        
Grigor, Euan Luff and Julian Babarczy and/or or their respective            
nominees,                                                                       
    to subscribe for an aggregate maximum of 23,000,000 Shares.  If             
Resolutions                                                                     
2 to 5 are approved, the Shares issued to the Directors will be issued on   
    identical terms and conditions, including price, as those issued to         
    unrelated and non-associated investors under the placement facility the     
    subject of Resolution 1 to raise up to an additional $230,000.              
The ASX Listing Rules set out a number of regulatory requirements which     
    must be satisfied in connection with the proposed issued of securities to   
    the Directors.  These are summarised below:                                 
2.2  ASX Listing Rule 10.11                                                     
ASX Listing Rule 10.11 requires a listed company to obtain shareholder      
    approval by ordinary resolution prior to the issue of securities to a       
    related party of the company.                                               
    If Resolution 2 is passed, Warwick Grigor and/or his nominees will be       
entitled to subscribe for up to 10,000,000 Shares.  If Resolution 3 is      
    passed, Euan Luff and/or his nominees will be entitled to subscribe for     
    up      to 8,000,000 Shares.  If Resolution 4 is passed, Julian Babarczy    
    and/or his      nominees will be entitled to apply for up to 5,000,000      
Shares. Accordingly, prior approval for the proposed issue of Shares to     
    Directors under the placement is required pursuant to ASX Listing Rule      
    10.11.ASX Listing Rule 10.13 sets out a number of matters which must be     
    included in a notice of meeting proposing an approval of an issue of        
securities under ASX Listing Rule 10.11.                                    
2.3  Resolution 2 - Approval for Warwick Grigor to Participate in Placement     
    For the purposes of ASX Listing Rule 10.13, the following information is    
    provided in relation to Resolution 2:                                       
a.   The name of the person to whom the securities are to issue             
         The Shares are to be issued to Director Warwick Grigor and/or or his   
         nominees.                                                              
    b.   The maximum number of securities to be issued                          
The maximum number of securities which may be issued to Warwick        
         Grigor and/or his nominees is 10,000,000 Shares.  This is a maximum    
         only and Mr Grigor may elect to subscribe for a lesser number of       
         Shares.                                                                
c.   The date by which the Company will issue the securities                
         The Shares will be allotted and issued no later than one month after   
         the date of this General Meeting (or such later date to the extent     
         permitted by any ASX waiver of the Listing Rules).                     
d.   The issue price and terms and conditions of the securities             
         The Shares will be issued on the same terms and conditions set out     
         in Resolution 1 at a price of $0.01 per Share and will rank equally    
         with the existing fully paid ordinary shares on issue.                 
e.   Intended use of the funds raised                                       
         The funds raised under the placement to Warwick Grigor and/or his      
         nominees (up to $100,000) will be used in the same manner as the       
         placement the subject of Resolution 1, as follows:                     
-    to fund the Company`s continuing operations in respect of the     
              Company`s existing projects;                                      
         -    to identify and potentially acquire an interest in new projects   
              which fall within the Board`s investment parameters; and          
-    for general working capital purposes.                             
2.4  Resolution 3 - Approval for Euan Luff to Participate in Placement          
    For the purposes of ASX Listing Rule 10.13, the following information is    
    provided in relation to Resolution 3:                                       
a.   The name of the person to whom the securities are to issue             
         The Shares are to be issued to Director Euan Luff and/or or his        
         nominees.                                                              
    b.   The maximum number of securities to be issued                          
The maximum number of securities which may be issued to Euan Luff is   
         8,000,000 Shares. This is a maximum only and Mr Luff may elect to      
         subscribe for a lesser number of Shares.                               
    c.   The date by which the Company will issue the securities                
The Shares will be allotted and issued no later than one month after   
         the date of this General Meeting (or such later date to the extent     
         permitted by any ASX waiver of the Listing Rules).                     
    d.   The issue price and terms and conditions of the securities             
The Shares will be issued on the same terms and conditions set out     
         in Resolution 1 at a price of $0.01 per Share and will rank equally    
         with the existing fully paid ordinary shares on issue.                 
    e.   Intended use of the funds raised                                       
The funds raised under the placement to Euan Luff and/or or his        
         nominees (up to $80,000) will be used in the same manner as the        
         placement the subject of Resolution 1, as follows:                     
    -    to fund the Company`s continuing operations in respect of the          
Company`s existing projects;                                           
    -    to identify and potentially acquire an interest in new projects        
         Which fall within the Board`s investment parameters; and               
    -    for general working capital purposes.                                  
2.5  Resolution 4 - Approval for Julian Babarczy to Participate in Placement    
    For the purposes of ASX Listing Rule 10.13, the following information is    
    provided in relation to Resolution 4:                                       
    a.   The name of the person to whom the securities are to issue             
The Shares are to be issued to Director Julian Babarczy and/or or      
         His nominees.                                                          
    b.   The maximum number of securities to be issued                          
         The maximum number of securities which may be issued to Julian         
Babarczy and/or his nominees is 5,000,000 Shares. This is a maximum    
         only and Mr Babarczy may elect to subscribe for a lesser number of     
         Shares.                                                                
    c.   The date by which the Company will issue the securities                
The Shares will be allotted and issued no later than one month after   
         the date of this General Meeting (or such later date to the extent     
         permitted by any ASX waiver of the Listing Rules).                     
    d.   The issue price and terms and conditions of the securities             
The Shares will be issued on the same terms and conditions set out     
in                                                                              
         Resolution 1 at a price of $0.01 per Share and will rank equally       
         With the existing fully paid ordinary shares on issue.                 
e.   Intended use of the funds raised                                       
         The funds raised under the placement to Julian Babarczy and/or his     
         nominees (up to $50,000) will be used in the same manner as the        
         placement the subject of Resolution 1, as follows:                     
-    to fund the Company`s continuing operations in respect of the     
              Company`s existing projects;                                      
         -    to identify and potentially acquire an interest in new projects   
              which fall within the Board`s investment parameters; and          
-    for general working capital purposes.                             
3.   Resolution 5 - Approval for Grant of Options to Cygnet Capital             
3.1  Background to Resolution 5                                                 
    Resolution 5 seeks Shareholder approval for the issue of 50,000,000         
Options                                                                         
    with an exercise price of $0.01 and an expiry date of 31 July 2012 to       
    Cygnet Capital Pty Ltd or its nominees as consideration for services        
    rendered by Cygnet Capital Pty Ltd in connection with the placement the     
subject of Resolution 1, including corporate advice and identifying and     
    procuring applications for Shares from the allottees.  No other fees are    
    payable for the services.                                                   
3.2  ASX Listing Rule 7.1                                                       
ASX Listing Rule 7.1 provides that (subject to certain exceptions, none     
    Of which are relevant here) prior approval of shareholders is required      
    for an issue of securities by a company if the securities will, when        
    aggregated with the securities issued by the company during the previous    
12 months,exceed 15% of the number of the shares on issue at the            
    commencement of that 12 month period.                                       
    Shareholder approval is being sought pursuant to Resolution 5 for the       
    Issue f 50,000,000 $0.01 Options for the purpose of ASX Listing Rule 7.1.   
The securities proposed to be issued pursuant to Resolution 5 will not be   
    included in the Company`s 15% calculation for the purposes of ASX Listing   
    Rule 7.1.                                                                   
    ASX Listing Rule 7.3 sets out a number of matters which must be included    
In a Notice of Meeting proposing an approval of an issue of securities      
    Under ASX Listing Rule 7.1.  For the purposes of ASX Listing Rule 7.3,      
    The following information is provided in relation to Resolution 5:          
    a.   The maximum number of securities to be issued                          
The maximum number of securities to be issued by the Company under     
         Resolution 5 is 50,000,000 Options.                                    
    b.   The date by which the entity will issue the securities                 
         The Options will be issued no later than three months after the date   
of this General Meeting (or such later date to the extent permitted    
         by any ASX waiver of the Listing Rules).                               
    c.   The issue price of the securities                                      
         The Options will not be issued for cash consideration.                 
d.   The names of the allottees                                             
         The allottees in respect of Resolution 5 are Cygnet Capital Pty Ltd    
         and/or its nominees. Cygnet Capital Pty Ltd is not a related party     
         or associate of the Company.                                           
e.   The terms of the securities                                            
         The Options have an exercise price of $0.01 and an expiry date of 31   
         July 2012. The Options are otherwise issued on the terms and           
         conditions set out in Annexure A.                                      
f.   The intended use of funds                                              
         No funds will be raised from the issue of the Options as the Options   
         will be issued to Cygnet Capital Pty Ltd and/or its nominees in        
         consideration for services provided to the Company in connection       
with the placement the subject of Resolution 1.                        
    g.   The date of allotment                                                  
         Allotment will occur shortly after the General Meeting and in any      
         event no later than 3 months after the General Meeting.                
4.   Resolution 6 - Approval for Grant of Options to CEO                        
4.1  Background to Resolution 6                                                 
    Resolution 6 seeks Shareholder approval for the issue of 5,000,000          
    Options with an exercise price of $0.03 and an expiry date two years from   
the date of issue and 5,000,000 Options with an exercise price of $0.05     
    and an expiry date four years from the date of issue to the Company`s       
    Chief Executive Office, Lennard Kolff, or his nominees, as part of Mr       
    Kolff`s remuneration package.                                               
The Directors propose to grant the Options as an incentive for future       
    services to the Company. The Directors believe that the future success of   
    the Company will depend in large measure on the skills and motivation of    
    the people engaged in and overseeing the management of the Company`s        
operations. It is therefore important that the Company is able to attract   
    and retain people of the highest calibre. The Directors consider that the   
    most appropriate means of achieving this is to provide the CEO with an      
    opportunity to participate in the Company`s future growth and to give him   
an incentive to contribute to that growth.                                  
4.2  ASX Listing Rule 7.1                                                       
    ASX Listing Rule 7.1 provides that (subject to certain exceptions, none     
    Of which are relevant here) prior approval of shareholders is required      
for an issue of securities by a company if the securities will, when        
    aggregated with the securities issued by the company during the previous    
    12 months, exceed 15% of the number of the shares on issue at the           
    commencement of that 12 month period.                                       
Shareholder approval is being sought pursuant to Resolution 6 for the       
    Issue of an aggregate of 10,000,000 Options for the purpose of ASX          
    Listing Rule .1.  The securities proposed to be issued pursuant to          
    Resolution 6 will not be included in the Company`s 15% calculation for      
the purposes of ASX Listing Rule 7.1.                                       
    ASX Listing Rule 7.3 sets out a number of matters which must be included    
    in a Notice of Meeting proposing an approval of an issue of securities      
    under ASX Listing Rule 7.1.  For the purposes of ASX Listing Rule 7.3,      
the following information is provided in relation to Resolution 6:          
    (a)  The maximum number of securities to be issued                          
         The maximum number of securities to be issued by the Company under     
         Resolution 6 is 10,000,000 Options comprised as follows:               
i.   5,000,000 Options with an exercise price of $0.03 and an expiry   
              date two years from the date of issue; and                        
         ii.  5,000,000 Options with an exercise price of $0.05 and an expiry   
              date four years from the date of issue.                           
(b)  The date by which the entity will issue the securities                 
         The Options will be issued no later than three months after the date   
         of this General Meeting (or such later date to the extent permitted    
by                                                                              
any ASX waiver of the Listing Rules).                                  
    (c)  The issue price of the securities                                      
         The securities will be issued at no cash consideration.                
    (d)  The names of the allottees                                             
The allottees in respect of Resolution 6 are Chief Executive Officer   
         of the Company Lennard Kolff and/or his nominees.  Mr Kolff is not a   
         related party or associate of the Company.                             
    (e)  The terms of the securities                                            
5,000,000 Options have an exercise price of $0.03 and an expiry date   
         two years from issue. 5,000,000 Options have an exercise price of      
         $0.05 and an expiry date four years from issue. The Options will be    
         escrowed until the first anniversary of the engagement of Mr Kolff     
with the Company and are otherwise issued on the terms and             
         conditions set out in Annexure A.                                      
    (f)  The intended use of funds                                              
         No funds will be raised from the issue of the Options as the Options   
will be issued to Mr Kolff and/or his nominees as part of Mr Kolff`s   
         remuneration package as an incentive for future services to the        
         Company.                                                               
    (g)  The date of allotment                                                  
Allotment will occur shortly after the General Meeting and in any      
         event no later than 3 months after the General Meeting.                
ANNEXURE A                                                                      
Terms and Conditions of Options - Resolution 5                                  
(a)  Each Option entitles the holder to subscribe for a Share in Tawana         
    Resources NL at the exercise price.                                         
(b)  The Options are exercisable on and from the date of issue and expire at    
    5pm EST on or before the expiry date.  Any Options not exercised on or      
before the expiry date will automatically lapse.                            
 (c)  All Shares in Tawana Resources NL allotted on the exercise of Options     
      Will rank equally in all respects with the then existing Shares.          
(d)  The Options are transferable and it is not intended that application will  
be made to ASX for quotation of the Options.  Tawana Resources NL must      
    apply for quotation of all Shares in Tawana Resources NL allotted           
    pursuant to the exercise of Options not later than 10 Business Days after   
    the date of allotment.                                                      
(e)  Holders may only participate in new issues of securities to holders of     
    Shares in Tawana Resources NL if the Options have been exercised and        
    Shares allotted in respect of the Options before the record date for        
    determining entitlements to the issue.  The Company must give to holders    
at least 7 business days notice of any new issue before the record date     
    for determining entitlements to the issue in accordance with the ASX        
    Listing Rules.                                                              
(f)  There will be no change to the exercise price of the Options or the        
Number of Shares over which the Options are exercisable in the event of     
    Tawana Resources NL making a pro rata issue of Shares or other securities   
    to the holders of Shares in Tawana Resources NL (other than a bonus         
    issue).                                                                     
(g)  If there is a bonus issue ("Bonus Issue") to the holders of Shares in      
    Tawana Resources NL, the number of Shares over which the Options are        
    exercisable will be increased by the number of Shares which the holder      
    would have received if the Option had been exercised before the record      
date for the Bonus Issue ("Bonus Shares"). The Bonus Shares must be paid    
    up by Tawana Resources NL out of the profits or reserves (as the case may   
    be) in the same manner as was applied in the Bonus Issue and upon issue     
    rank equally in all respects with the other Shares on issue as the date     
of issue of the Bonus Shares.                                               
(h)  If prior to the expiry date, there is a reorganisation of the issued       
    capital of Tawana Resources NL, the Options are to be treated in the        
    manner set out in the ASX Listing Rules.                                    
Terms and Conditions of Options - Resolution 6                                  
(a)  Each Option entitles the holder to subscribe for a Share in Tawana         
    Resources NL at the exercise price.                                         
 (b)  The Options are exercisable on and from the date of issue and expire at   
5pm EST on or before the expiry date. Any Options not exercised on or     
    before the expiry date will automatically lapse.                            
(c)  All Shares in Tawana Resources NL allotted on the exercise of Options      
    Will rank equally in all respects with the then existing Shares.            
(d)  The Options are not transferable and it is not intended that application   
    will be made to ASX for quotation of the Options. Tawana Resources NL       
    must apply for quotation of all Shares in Tawana Resources NL allotted      
    pursuant to the exercise of Options not later than 10 Business Days after   
the date of allotment.                                                      
(e)  Holders may only participate in new issues of securities to holders of     
    Shares in Tawana Resources NL if the Options have been exercised and        
    Shares allotted in respect of the Options before the record date for        
determining entitlements to the issue.  The Company must give to holders    
    at least 7 business days notice of any new issue before the record date     
    for determining entitlements to the issue in accordance with the ASX        
    Listing Rules.                                                              
(f)  There will be no change to the exercise price of the Options or the        
    Number of Shares over which the Options are exercisable in the event of     
    Tawana Resources NL making a pro rata issue of Shares or other securities   
    to the holders of Shares in Tawana Resources NL (other than a bonus         
issue).                                                                     
(g)  If there is a bonus issue ("Bonus Issue") to the holders of Shares in      
    Tawana Resources NL, the number of Shares over which the Options are        
    exercisable will be increased by the number of Shares which the holder      
would have received if the Option had been exercised before the record      
    date for the Bonus Issue ("Bonus Shares"). The Bonus Shares must be paid    
    up by Tawana Resources NL out of the profits or reserves (as the case may   
    be) in the same manner as was applied in the Bonus Issue and upon issue     
rank equally in all respects with the other Shares on issue as the date     
    of issue of the Bonus Shares.                                               
(h)  If prior to the expiry date, there is a reorganisation of the issued       
    capital of Tawana Resources NL, the Options are to be treated in the        
manner set out in the ASX Listing Rules.                                    
(i)  The options will immediately lapse if the employee resigns or is           
    Terminated as an employee on or before the first anniversary of the date    
    of engagement of the employee with the company.                             
Glossary                                                                        
In this Explanatory Statement, the following terms have the following meaning   
unless the context otherwise requires:                                          
ASX                           ASX Limited (ACN 008 624 691) trading as the      
Australian Securities Exchange.                    
Board                         the board of Directors.                           
Chairman                      Warwick Grigor or such other Director as the      
Board                                                                           
may nominate in accordance with the                
Constitution.                                                                   
Constitution                  constitution of the Company.                      
Company                       Tawana Resources NL (ACN 085 166 721).            
Corporations Act              Corporations Act 2001 (Cth).                      
Director                      a director of the Company.                        
EST                           Eastern Standard Time in Australia.               
Explanatory Statement         the explanatory statement accompanying the        
Notice                                                                          
                             of General Meeting.                                
Listing Rules                 the listing rules of ASX.                         
Notice of General Meeting     the notice of general meeting accompanying the    
Explanatory Statement.                             
Option                        an option to acquire a Share.                     
Share                         fully paid ordinary share in the capital of the   
Company.                                                                        
Shareholder                   a holder of Shares.                               
30 July 2010                                                                    
Sponsor                                                                         
PricewaterhouseCoopers Corporate Finance (Pty) Ltd                              
Date: 30/07/2010 10:02:01 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.