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TAW - Tawana Resources NL - Notice of general meeting

Release Date: 24/01/2011 12:55:21      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")                                                     
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 24 February 2011 commencing at 12.00pm EDT.                                  
Business                                                                        
1.   Resolution 1 - Ratification of Prior Issue of Options                      
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 or about 9 September 2010 of 50,000,000 Options with     
an exercise price of $0.01 and an expiry date of 30 July 2013 to the        
    nominees of Cygnet Capital Pty Ltd in consideration for corporate           
    advisory services rendered to the Company 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 the nominees of Cygnet     
    Capital Pty Ltd and any person associated with the nominees of Cygnet       
    Capital Pty Ltd.  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 Issue of Shares to Gryphon Minerals Ltd        
    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 100,000,000 Shares to Gryphon            
    Minerals 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 2 by Gryphon Minerals Ltd       
or its nominees, any person associated with Gryphon Minerals Ltd or its     
    nominees and any 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 associate of such a person .  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 Grant of Options to Cygnet Capital Pty Ltd     
    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 3 years from the date of issue to      
Cygnet Capital Pty Ltd and/or its nominees as a success fee."               
    Voting exclusion: In accordance with ASX Listing Rule 7.3.8 the Company     
    will disregard any votes cast on Resolution 3 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.                                                          
4.   Resolution 4 - Ratification of Prior Issue of Shares to Unrelated          
    Noteholders                                                                 
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 issue on or about 20 December 2010 of 1,039,726 Shares at a deemed      
issue price of $0.04 per Share to Unrelated Noteholders in lieu of          
    interest otherwise payable is hereby ratified."                             
    Voting exclusion: In accordance with ASX Listing Rule 7.5.6 the Company     
    will disregard any votes cast on Resolution 4 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.                                          
5.   Resolution 5 - Approval for Issue of Shares to Julian Babarczy             
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, the Company be authorised to issue 173,288 Shares at a deemed     
issue price of $0.04 per Share to Julian Babarczy in lieu of interest       
    otherwise payable."                                                         
    Voting exclusion: In accordance with ASX Listing Rule 10.13.6 the           
    Company will disregard any votes cast on Resolution 5 by Julian             
Babarczy and any of his associates.  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 the Future Placement of Shares                 
    To consider and, if thought fit, to pass, with or without amendment,        
the following ordinary resolution:                                          
    "That, for the purposes of Listing Rule 7.1 and for all other purposes,     
    the Company approves and authorises the Directors to issue and allot up     
    to 100,000,000 Shares at a price that is at least 80% of the volume         
weighted average market price of the Shares calculated over the last 5      
    days on which sales in the Shares were recorded before the date on          
    which the issue is made, and otherwise on the terms and conditions set      
    out in the Explanatory Statement accompanying this Notice of Meeting."      
Voting exclusion: In accordance with ASX Listing Rule 7.3.8, the            
    Company will disregard any votes cast on Resolution 6 by any person or      
    that person`s associates who may participate in the proposed issue and      
    any person who might obtain a benefit, except solely in the capacity as     
a holder of ordinary securities, if Resolution 6 is passed.                 
    However, the Company need not disregard a vote if:                          
    (a)  if it is cast by a person as a proxy of 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.                        
7.   Resolution 7 - Participation of Directors in Future Placement of Shares    
    To consider and, if thought fit, to pass the following as an ordinary       
    resolution:                                                                 
    "That, subject to the passing of Resolution 6, approval be given for        
the purposes of Listing Rule 10.11 and for all other purposes for the       
    Directors or their respective nominees, to subscribe for and be             
    subsequently issued with up to a maximum number of Shares equal to          
    $400,000 in aggregate between those Directors or their respective           
nominees, issued pursuant to the Future Placement in accordance with        
    Resolution 6 and otherwise on the terms and conditions set out in the       
    attached Explanatory Memorandum."                                           
    Voting exclusion: In accordance with ASX Listing Rule 10.11 and section     
224 of the Corporations Act, the Company will disregard any notes cast      
    on Resolution 7 by any Director or any Director`s associate.                
    However, the Company need not disregard a vote if:                          
    (a)  if it is cast by a person as a proxy of 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.                        
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)  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 EDT on 22 February 2011.           
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                                                             
18 January 2011                                                                 
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 24 February 2011 commencing at 12.00pm EDT.                         
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 6.                                           
1.   Resolution 1 - Ratification of Prior Issue of Options                      
1.1       Background to Resolution 1                                            
    Resolution 1 seeks Shareholder ratification to the prior issue of           
50,000,000 Options with an exercise price of $0.01 and an expiry date       
    of 30 July 2013 to the nominees of Cygnet Capital Pty Ltd on or about 9     
    September 2010.                                                             
1.2       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 of the allotment and issue of        
50,000,000 Options for the purpose of satisfying the requirements of        
    ASX Listing Rule 7.4.  If Resolution 1 is approved, the Options will        
    not be included in the Company`s 15% calculation for the purposes of        
    ASX Listing Rule 7.1.                                                       
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                              
         9 September 2010.                                                      
    (b)  Number of securities allotted and issued                               
50,000,000 Options.                                                    
    (c)  Price at which securities were allotted and issued                     
         The Options were not issued for cash consideration.                    
    (d)  The terms of the securities                                            
The Options have an exercise price of $0.01 and an expiry date of      
         30 July 2013.  The Options are otherwise issued on the terms and       
         conditions set out in Annexure A.                                      
    (e)  The basis on which allottees were determined                           
The allottee in respect of Resolution 1 were the nominees of           
         Cygnet Capital Pty Ltd, namely Opal Light Pty Ltd and Skyfield         
         Holdings Pty Ltd.  The Options were issued to the nominees of          
         Cygnet Capital Pty Ltd as part payment of a corporate advisory fee     
pursuant to a corporate advisory mandate agreement between the         
         parties.  Pursuant to the mandate, Cygnet Capital Pty Ltd agreed       
         to assist the Company with the implementation of its corporate         
         strategy in the 12 month period to 3 August 2011.                      
The nominees of Cygnet Capital Pty Ltd are not a related party or      
         associate of the Company.                                              
    (f)  The use of (or intended use of) the funds raised                       
         No funds will be raised from the issue of the Options as the           
Options were issued to nominees of Cygnet Capital Pty Ltd in           
         consideration for services provided to the Company.                    
2.   Resolution 2 - Approval for Issue of Shares to Gryphon Minerals Ltd        
2.1       Background to Resolution 2                                            
Resolution 2 seeks Shareholder approval for the issue of 100,000,000        
    Shares to Gryphon Minerals Ltd ("Gryphon") or its nominees in               
    consideration for Tawana acquiring from Gryphon 100% of the title to        
    and rights in mineral permit applications in Liberia, as announced to       
ASX on 1 December 2010.                                                     
    The acquisition is part of a strategic alliance between Gryphon and         
    Tawana in respect of the acquisition and exploration of mineral permits     
    in West Africa.  Pursuant to the agreement, Gryphon has the right to        
appoint a nominee to the Board of Tawana.                                   
2.2       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 2 for the       
    issue of 100,000,000 Shares for the purpose of ASX Listing Rule 7.1.        
    The securities proposed to be issued under Resolution 2 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 2:                                                               
    (a)  The maximum number of securities to be issued                          
         The maximum number of securities to be issued by the Company under     
Resolution 2 is 100,000,000 Shares.                                    
    (b)  The date by which the entity will issue the securities                 
         The Shares will be issued as soon as possible after the General        
         Meeting and in any event no later than three months after the date     
of the 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 Shares will not be issued for cash consideration.                  
(d)  The names of the allottees                                             
         The allottees in respect of Resolution 2 are Gryphon Minerals Ltd      
         and/or its nominees.  Gryphon Minerals Ltd is not a related party      
         or associate of the Company.                                           
(e)  The terms of the securities                                            
         The Shares the subject of Resolution 2 are ordinary fully paid         
         shares which will rank equally in all respects with the existing       
         fully paid ordinary shares on issue.                                   
(f)  The intended use of funds                                              
         No funds will be raised from the issue of the Shares under             
         Resolution 2 as the Shares will be issued to Gryphon and/or its        
         nominees in consideration for the acquisition of mineral permit        
applications from Gryphon as announced to ASX on 1 December 2010.      
3.   Resolution 3 - Approval for Grant of Options to Cygnet Capital Pty Ltd     
3.1  Background to Resolution 3                                                 
    Resolution 3 seeks Shareholder approval for the issue of 50,000,000         
Options with an exercise price of $0.01 and an expiry date 3 years from     
    the date of issue to Cygnet Capital Pty Ltd ("Cygnet") or its nominees      
    as a success fee pursuant to the corporate advisory mandate between         
    Cygnet and the Company in relation to the strategic alliance formed         
between the Company and Gryphon Minerals Ltd, as announced to ASX on 1      
    December 2010 and referred to in Resolution 2.                              
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 3 for the       
    issue of 50,000,000 Options for the purpose of ASX Listing Rule 7.1.        
    The securities proposed to be issued pursuant to Resolution 3 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 3:                                                               
    (a)  The maximum number of securities to be issued                          
The maximum number of securities to be issued by the Company under     
         Resolution 3 is 50,000,000 Options.                                    
    (b)  The date by which the entity will issue the securities                 
         The Options will be issued as soon as possible after the General       
Meeting and in any event no later than three months after the date     
         of the 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 3 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 3       
         years from the date of issue. 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 as a success fee under the corporate advisory mandate         
         between the Company and Cygnet.                                        
    (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 4 - Ratification of Prior Issue of Shares to Unrelated          
    Noteholders                                                                 
4.1  Background to Resolution 4                                                 
As approved by Shareholders on or about 23 November 2009, the Company       
    has issued 12 Convertible Notes to the Unrelated Noteholders with a         
    face value of $25,000 each and an aggregate amount of $300,000.             
    Pursuant to the terms of the Convertible Notes, interest is payable         
half yearly at the rate of 11% per annum.  No interest has been paid to     
    the Unrelated Noteholders since the principal amount was advanced to        
    the Company on or about 28 September 2009.  In lieu of interest for the     
    period from 28 September 2009 to 31 December 2010 (equal to an              
aggregate of $41,589.04), the Company has issued 1,039,726 Shares to        
    the Unrelated Noteholders at a deemed issue price of $0.04 per Share.       
    Resolution 4 seeks Shareholder ratification to the prior issue of           
    1,039,726 Shares to the Unrelated Noteholders for the purposes of           
Listing Rule 7.4.                                                           
4.2  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 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 4 proposes the ratification of the prior allotment and issue     
    of 1,039,726 Shares in lieu of interest otherwise payable pursuant to       
    the Convertible Notes for the purposes of satisfying the requirements       
of ASX Listing Rule 7.4.  If Resolution 4 is approved, the Shares will      
    not be included in the Company`s 15% calculation for the purposes of        
    ASX Listing Rule 7.1.                                                       
    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 4:                                         
(a)  Date of allotment and issue of securities                              
         23 December 2010.                                                      
    (b)  Number of securities allotted and issued                               
         1,039,726 Shares.                                                      
(c)  Price at which securities were allotted and issued                     
         The Shares were not issued for cash consideration.  The Shares         
         were issued at deemed issue price of $0.04 per Share in lieu of        
         $41,589.04 otherwise payable by the Company.                           
(d)  The basis on which allottees were determined                           
         The allottees in respect of Resolution 4 are:                          
         (i)  Manfree Nominees Pty Ltd (ACN 005 151 780): 433,219 Shares        
         (ii) Mahsor Holdings Pty Ltd (ACN 120 607 605): 346,575 Shares         
(iii)Deck Chair Nominees Pty Ltd (ACN 119 142 317): 259,932 Shares     
         None of the allottees is a related party or associate of the           
         Company.                                                               
    (e)  The terms of the securities                                            
The Shares are ordinary fully paid shares which rank equally with      
         the existing Shares on issue.                                          
    (f)  The use of (or intended use of) the funds raised                       
         No funds were raised from the issue of the Shares as the Shares        
were issued to Unrelated Noteholders in lieu of interest otherwise     
         payable by the Company to the Unrelated Noteholders for the period     
         from 28 September 2009 to 31 December 2010 in respect of the           
         Convertible Notes.                                                     
5.   Resolution 5 - Approval for Issue of Shares to Julian Babarczy             
    Background to Resolution 5                                                  
5.1  As approved by Shareholders on or about 23 November 2009, the Company      
    has issued two Convertible Notes to Director Julian Babarczy with a         
face value of $25,000 each for an aggregate amount of $50,000.              
    Pursuant to the terms of the Convertible Notes, interest is payable         
    half yearly at the rate of 11% per annum.  No interest has been paid to     
    Mr Babarczy since the principal amount was advanced to the Company on       
or about 28 September 2009.  In lieu of interest for the period from 28     
    September 2009 to 31 December 2010 (equal to $6,931.51), the Company        
    proposes to issue 173,288 Shares to Mr Babarczy at a deemed issue price     
    of $0.04 per Share.                                                         
Resolution 5 seeks Shareholder approval to the issue of 173,288 Shares      
    to Mr Babarczy for the purposes of Listing Rule 10.11.                      
5.2  ASX Listing Rule 10.11                                                     
    ASX Listing Rule 10.11 provides that a company must not issue equity        
securities to a `related party` without the approval of holders of          
    ordinary securities by ordinary resolution.  Mr Babarczy is a Director      
    of the Company and accordingly, is a related party of the Company for       
    the purposes of Listing Rule 10.11.                                         
The Directors have determined to seek Shareholder approval under            
    Listing Rule 10.11 to permit the issue of the Shares to Mr Babarczy on      
    the terms of Resolution 5.  Following the approval of the issue of the      
    Shares under Resolution 5, the Company will still have the capacity to      
issue 15% of its expanded shares capital over the next 12 months as         
    those Shares will be excluded from the Company`s 15% calculation under      
    ASX Listing Rule 7.1.                                                       
    The information required to be provided to Shareholders to satisfy ASX      
Listing Rule 10.11 is specified in ASX Listing Rule 10.13.  For the         
    purposes of ASX Listing Rule 10.13, the following information is            
    provided in relation to Resolution 5:                                       
(a)  The name of the allottee of the securities                                 
Mr Julian Babarczy.                                                         
(b)  The maximum number of securities to be allotted and issued                 
    173,288 Shares.                                                             
(c)  The date of allotment and issue of the securities                          
The Shares will be issued as soon as possible after the General Meeting     
    and in any event, no later than one month after the General Meeting (or     
    such later date to the extent permitted by any ASX waiver of the            
    Listing Rules).                                                             
(d)  The relationship that requires Shareholder approval                        
    Mr Babarczy is a Director of the Company.                                   
(e)  The issue price of the securities                                          
    The Shares will not be issued for cash consideration.  The Shares will      
be issued as a deemed issue price of $0.04 per Share in lieu of             
    $6,931.51 otherwise payable by the Company.                                 
(f)  The terms of the securities                                                
    The Shares are ordinary fully paid Shares which rank equally with           
existing Shares on issue.                                                   
(g)  The intended use of the funds                                              
    No funds will be raised from the issue of the Shares as the Shares are      
    proposed to be issued to Mr Babarczy in lieu of interest otherwise          
payable by the Company to Mr Babarczy for the period from 28 September      
    2009 to 31 December 2010 in respect of the Convertible Notes.               
6.   Resolution 6 - Approval of Future Placement of Shares                      
.                                                                               
Listing Rule 7.1 provides that (subject to certain exceptions, none of      
    which is relevant here) prior approval of Shareholders is required for      
    an issue of securities if the securities will, when aggregated with the     
    securities issued by the Company during the previous 12 months, exceed      
15% of the number of shares on issue at the commencement of that 12         
    month period.                                                               
    For the purposes of ASX Listing Rule 7.3, the following information is      
    provided in relation to Resolution 6 to allow Shareholders to assess        
the proposed placement for the future issue of up to 100,000,000            
    Shares:                                                                     
(a)  The names of the allottees of the securities                               
    The allottees in respect of Resolution 6 are not, as yet, identifiable,     
but will be subscribers to be identified by the Company and any brokers     
    appointed by the Company to manage the issue.  The allottees will not       
    be related parties of the Company unless as approved by Shareholders        
    pursuant to Resolution 7.                                                   
(b)  The maximum number of securities to be issued                              
    The maximum number of securities to be issued pursuant to Resolution 6      
    is 100,000,000 Shares.  The number of securities to be issued and           
    allotted is a maximum number only and under no circumstances will the       
Company issue and allot securities such that any person would hold a        
    relevant interest of more than 19.9% in the Company.                        
(c)  The date of allotment and issue of securities                              
    The Shares to be issued pursuant to Resolution 6 will be allotted           
progressively as allottees are identified, however no Shares will be        
    issued or allotted after the date which is three (3) months after the       
    date of the General Meeting (or such later date to the extent permitted     
    by any ASX waiver or modification of the Listing Rules).                    
(d)  The issue price of the securities                                          
    The issue price of the Shares proposed to be allotted and issued under      
    Resolution 6 will be at a price that is at least 80% of the average         
    market price of the Shares calculated over the last 5 days on which         
sales in the Shares were recorded before the date on which the issue is     
    made.                                                                       
(e)  The terms of the securities                                                
    The Shares to be issued will rank pari-passu on allotment and issue         
with the existing Shares of the Company.                                    
(f)  Intended use of the funds raised                                           
    The Company intends to use the funds raised by the issue of Shares          
    under Resolution 6 to further the exploration activities of the Company     
conducted in Liberia and for further working capital for the Company.       
7.   Resolution 7 - Participation of Directors in Future Placement of Shares    
    The Company is seeking approval pursuant to Resolution 7 for the            
    Directors or their respective nominees, to participate in the Future        
Placement of Shares under Resolution 6, subject to the passing of           
    Resolution 6.                                                               
    In accordance with ASX Listing Rule 10.11, Shareholder approval is          
    required for the issue of equity securities to a Related Party of the       
Company.  The Directors are Related Parties of the Company.                 
    Consequently, in accordance with the Listing Rule 10.11, shareholder        
    approval is required for the issue of equity securities to a Related        
    Party of the Company.                                                       
For the purposes of ASX Listing Rule 10.13, the following information       
    is provided in relation to Resolution 7 to allow Shareholders to assess     
    the proposed participation of the Directors or their respective             
    nominees in the placement for the future issue of Shares under              
Resolution 6:                                                               
    (a)  The names of the allottees of the securities                           
         The allottees in respect of Resolution 7 are the Directors or          
         their respective nominees.  The Directors comprise Mr Warwick          
Grigor, Mr Lennard Koff van Oosterwijk, Mr Julian Babarczy, Mr         
         Harry Hill and Mr Euan Luff.                                           
    (b)  Relationship of allottees                                              
         The Directors or their respective nominees are Related Parties of      
the Company.                                                           
    (c)  The maximum number of securities to be issued                          
         The maximum number of securities to be issued pursuant to              
         Resolution 7 is calculated as follows:                                 
Total Shares to Directors     =    $400,000                            
                                         VWAP                                   
         VWAP =  at least 80% of the average market price of the Shares         
         calculated over the last 5 days on which sales in the Shares were      
recorded before the date on which the issue is made                    
    (d)  The date of allotment and issue of securities                          
         The Shares will be issued under the Future Placement of Shares         
         contemplated by Resolution 6 no later than one month after the         
date of the General Meeting (or such later date to the extent          
         permitted by any ASX waiver or modification of the Listing Rules).     
    (e)  The issue price of the securities                                      
         The issue price of the Shares proposed to be allotted and issued       
under Resolution 7 will be at a price that is at least 80% of the      
         average market price of the Shares calculated over the last 5 days     
         on which sales in the Shares were recorded before the date on          
         which the issue is made.                                               
(f)  The terms of the securities                                            
         The Shares to be issued will rank pari-passu on allotment and          
         issue with the existing Shares of the Company.                         
    (g)  Intended use of the funds raised                                       
The Company intends to use the funds raised by the issue of Shares     
         under Resolution 7 to further the exploration activities of the        
         Company conducted in Liberia and for further working capital for       
         the Company.                                                           
The Directors do not make a recommendation in respect to Resolution 7       
    as this relates to them.                                                    
    Approval pursuant to ASX Listing Rule 7.1 is not required in order to       
    issue the Shares to the Directors (or their nominees) pursuant to this      
Resolution 7 as approval is being obtained under Listing Rule 10.11.        
8.   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.                                      
Company                       Tawana Resources NL (ACN 085 166 721).            
Convertible Notes             14 Convertible Notes each with a face value       
of $25,000 issued by the Company to Manfree        
                             Nominees Pty Ltd, Mahsor Holdings Pty Ltd,         
                             Deck Chair Holdings Pty Ltd and Julian             
                             Babarczy on or about 23 November 2009.             
Constitution                  the constitution of the Company.                  
Corporations Act              Corporations Act 2001 (Cth).                      
Director                      a director of the Company.                        
EDT                           Eastern Daylight Saving Time as observed          
in Melbourne, Australia.                           
Explanatory Statement         the explanatory statement accompanying            
                             the Notice of General Meeting.                     
Future Placement              the issue of up to 100,000,000 Shares on          
the terms and conditions set out in Resolution     
                             6 of the Notice of General Meeting and the         
                             Explanatory Statement.                             
General Meeting               the general meeting of the Company pursuant       
to this 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.                     
Related Party                 a party so defined by section 228 of the          
                             Corporations Act.                                  
Share                         a fully paid ordinary share in the capital        
of the Company.                                    
Shareholder                   a holder of Shares.                               
Tawana                        Tawana Resources (ACN 085 166 721).               
Unrelated Noteholders         Manfree Nominees Pty Ltd, Mahsor Holdings         
Pty Ltd and Deck Chair Holdings Pty Ltd.           
ANNEXURE A                                                                      
Terms and Conditions of Options - Resolutions 1 and 3                           
(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.                                  
Sponsor                                                                         
PricewaterhouseCoopers Corporate Finance                                        
24 December 2011                                                                
Date: 24/01/2011 12:55:19 Supplied by www.sharenet.co.za                     
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