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TAW - Tawana Resources NL - Notice of Annual General Meeting

Release Date: 02/05/2012 11:45:04      Code(s): TAW
TAW - Tawana Resources NL - Notice of Annual General Meeting                    
(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 ANNUAL GENERAL MEETING,                                               
EXPLANATORY STATEMENT AND PROXY FORM                                            
Annual General Meeting to be held at Level 15, 9 Castlereagh Street, Sydney,    
New South Wales on 28 May 2012 commencing at 12.00 noon 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.        
NOTICE OF ANNUAL GENERAL MEETING                                                
Notice is given that the Annual General Meeting of Tawana Resources NL (ACN     
085 166 721) will be held at Level 15, 9 Castlereagh Street, Sydney, New        
South Wales on 28 May 2012 commencing at 12.00 noon EST.                        
BUSINESS                                                                        
1.   Financial Statements and Reports                                           

    To receive and consider the annual financial report of the Company,         
    together with the directors` and the auditor`s reports, for the             
    financial year ended 31 December 2011.                                      
2.   Resolution 1 - Adoption of Remuneration Report                             
    To consider and, if thought fit, pass the following resolution as an        
    advisory only resolution:                                                   
    "That, for the purposes of section 250R of the Corporations Act and for     
all other purposes, the Remuneration Report for the financial year ended    
    31 December 2011 be adopted."                                               
    Note: The vote on this resolution is advisory only and does not bind the    
    Directors or the Company.                                                   
Voting Exclusion                                                            
    A vote in respect of Resolution 1 must not be cast (in any capacity) by     
    or on behalf of any of the following persons:                               
    (a)  a member of the Key Management Personnel, details of whose             
remuneration are included in the Remuneration Report; or               
    (b)  a Closely Related Party of such a member,                              
         unless:                                                                
    (c)  the person does so as a proxy appointed in writing that specifies      
how the proxy is to vote on Resolution 1; and                          
    (d)  the vote is not cast on behalf of a person described in                
         subparagraphs (a) or (b) above.                                        
3.   Resolution 2 - Re-election of Matthew Bowles                               
To consider and, if thought fit, pass the following resolution as an        
    ordinary resolution:                                                        
    "That Matthew Bowles, who retires in accordance with clause 57 of the       
    Company`s Constitution and Listing Rule 14.4, and being eligible for re-    
election, be re-elected as a Director."                                     
4.   Resolution 3 - Re-election of Julian Babarczy                              
    To consider and, if thought fit, pass the following resolution as an        
    ordinary resolution:                                                        
"That Julian Babarczy, who retires by rotation in accordance with clause    
    59 of the Company`s Constitution and Listing Rule 14.4, and being           
    eligible for re-election, be re-elected as a Director."                     
5.   Resolution 4 - 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 10 November 2011 of 2,500,000 unlisted          
Options to Mr Simon Bolster as set out in the attached Explanatory          
    Statement is hereby approved and ratified."                                 
    Voting exclusion: In accordance with ASX Listing Rule 7.5.6 the Company     
    will disregard any votes cast on Resolution 4 by Mr Simon Bolster and       
any person associated with Mr Simon Bolster.  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 5 - Approval for 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,     
    approval be and is hereby given 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     
    announced to ASX, within 3 months from the date of this meeting to such     
    Professional and Sophisticated Investors as the Company may determine       
(as defined by the Corporations Act, other than Related Parties) and        
    otherwise on the terms and conditions set out in the attached               
    Explanatory Statement."                                                     
    Voting exclusion: In accordance with ASX Listing Rule 7.3.8, the Company    
will disregard any votes cast on Resolution 5 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 5 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 6 - Issue of 10,000,000 Incentive Options to Mr Lennard Kolff   
    Van Oosterwijk                                                              
To consider and, if thought fit, to pass, with or without amendment, the    
    following resolutions as ordinary resolutions:                              
    "That, for the purposes of section 208 of the Corporations Act and          
    Listing Rule 10.11 and for all other purposes, approval be and is hereby    
given to issue to Mr Lennard Kolff Van Oosterwijk (and/or his nominees)     
    10,000,000 Class I Incentive Options on the terms and conditions set out    
    in the Explanatory Statement."                                              
    Voting exclusion: For the purposes of Listing Rule 10.13.6                  
and section 224 of the Corporations Act, the Company will                   
    disregard any votes cast on Resolution 6 by Mr Lennard Kolff                
    Van Oosterwijk and any of his Associates. However, the                      
    Company need not disregard a vote if it is cast by a person                 
as a proxy for a person entitled to vote, in accordance with                
    the directions on the proxy form or by the person chairing                  
    the meeting as proxy for a person who is entitled to vote, in               
    accordance with the directions on the proxy forms as the                    
proxy decides.                                                              
8.   Resolution 7 - Issue of 5,000,000 Incentive Options to Mr Warwick Grigor   
    To consider and, if thought fit, to pass, with or without amendment, the    
    following resolutions as ordinary resolutions:                              
"That, for the purposes of section 208 of the Corporations Act and          
    Listing Rule 10.11 and for all other purposes, approval be and is hereby    
    given to issue to Mr Warwick Grigor (and/or his nominees) 5,000,000         
    Class I Incentive Options on the terms and conditions set out in the        
Explanatory Statement."                                                     
    Voting exclusion: For the purposes of Listing Rule 10.13.6 and              
    section 224 of the Corporations Act, the Company will disregard             
    any votes cast on Resolution 7 by Mr Warwick Grigor and any of his          
Associates. However, the Company need not disregard a vote if it            
    is cast by a person as a proxy for a person entitled to vote, in            
    accordance with the directions on the proxy form or by the person           
    chairing the meeting as proxy for a person who is entitled to               
vote, in accordance with the directions on the proxy forms as the           
    proxy decides.                                                              
9.   Resolution 8 - Issue of 5,000,000 Incentive Options to Mr Matthew Bowles   
    To consider and, if thought fit, to pass, with or without amendment, the    
following resolutions as ordinary resolutions:                              
    "That, for the purposes of section 208 of the Corporations Act and          
    Listing Rule 10.11 and for all other purposes, approval be and is hereby    
    given to issue to Mr Matthew Bowles (and/or his nominees) 5,000,000         
Class I Incentive Options on the terms and conditions set out in the        
    Explanatory Statement."                                                     
    Voting exclusion: For the purposes of Listing Rule 10.13.6 and              
    section 224 of the Corporations Act, the Company will disregard             
any votes cast on Resolution 8 by Mr Matthew Bowles and any of his          
    associates. However, the Company need not disregard a vote if it            
    is cast by a person as a proxy for a person entitled to vote, in            
    accordance with the directions on the proxy form or by the person           
chairing the meeting as proxy for a person who is entitled to               
    vote, in accordance with the directions on the proxy forms as the           
    proxy decides.                                                              
10.  Resolution 9 - Issue of 5,000,000 Incentive Options to Mr Julian           
Babarczy                                                                    
    To consider and, if thought fit, to pass, with or without amendment, the    
    following resolutions as ordinary resolutions:                              
                                                                                
"That, for the purposes of section 208 of the Corporations Act and          
    Listing Rule 10.11 and for all other purposes, approval be and is hereby    
    given to issue to Mr Julian Babarczy (and/or his nominees) 5,000,000        
    Class I Incentive Options on the terms and conditions set out in the        
Explanatory Statement."                                                     
    Voting exclusion: For the purposes of Listing Rule 10.13.6 and              
    section 224 of the Corporations Act, the Company will disregard             
    any votes cast on Resolution 9 by Mr Julian Babarczy and any of             
his associates. However, the Company need not disregard a vote              
    if it is cast by a person as a proxy for a person entitled to               
    vote, in accordance with the directions on the proxy form or by             
    the person chairing the meeting as proxy for a person who is                
entitled to vote, in accordance with the directions on the proxy            
    forms as the proxy decides.                                                 
11.  Resolution 10 - Issue of 1,000,000 Incentive Options to Mr Aaron Finlay    
                                                                                
To consider and, if thought fit, to pass, with or without amendment, the    
    following resolutions as ordinary resolutions:                              
    "That, for the purposes of Listing Rule 7.1 and for all other purposes,     
    approval be and is hereby given to issue to Mr Aaron Finlay (and/or his     
nominees) 1,000,000 Class I Incentive Options on the terms and              
    conditions set out in the Explanatory Statement."                           
    Voting exclusion: For the purposes of Listing Rule 7.3.8, the               
    Company will disregard any votes cast on Resolution 10 by Mr Aaron          
Finlay and any of his associates. However, the Company need not             
    disregard a vote if it is cast by a person as a proxy for a person          
    entitled to vote, in accordance with the directions on the proxy            
    form or by the person chairing the meeting as proxy for a person            
who is entitled to vote, in accordance with the directions on the           
    proxy forms as the proxy decides.                                           
12.  Resolution 11 - Issue of 1,000,000 Incentive Options to Mr Winton          
    Willesee                                                                    
To consider and, if thought fit, to pass, with or without amendment, the    
    following resolutions as ordinary resolutions:                              
    "That, for the purposes of Listing Rule 7.1 and for all other purposes,     
    approval be and is hereby given to issue to Mr Winton Willesee (and/or      
his nominees) 1,000,000 Class I Incentive Options on the terms and          
    conditions set out in the Explanatory Statement."                           
    Voting exclusion: For the purposes of Listing Rule 7.3.8, the               
    Company will disregard any votes cast on Resolution 11 by Mr                
Winton Willesee and any of his associates. However, the Company             
    need not disregard a vote if it is cast by a person as a proxy for          
    a person entitled to vote, in accordance with the directions on             
    the proxy form or by the person chairing the meeting as proxy for           
a person who is entitled to vote, in accordance with the                    
    directions on the proxy forms as the proxy decides.                         
Explanatory Statement                                                           
The accompanying Explanatory Statement forms part of this Notice of Annual      
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 Annual         
General Meeting and the Explanatory Statement.                                  
Proxies                                                                         
Please note that:                                                               
(a)  a Shareholder entitled to attend and vote at the Annual 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 Annual General Meeting or       
handed in at the Annual General Meeting when registering as a corporate         
representative.                                                                 
Voting Entitlements                                                             
In accordance with Regulation 7.11.37 of the Corporations Regulations 2001      
(Cth), the Board has determined that a person`s entitlement to vote at the      
Annual General Meeting will be the entitlement of that person set out in the    
register of Shareholders as at 7.00pm EST on 26 May 2012. Accordingly,          
transactions registered after that time will be disregarded in determining a    
Shareholder`s entitlement to attend and vote at the Annual General Meeting.     
By Order of the Board of Directors                                              
Winton Willesee                                                                 
Joint Company Secretary                                                         
Tawana Resources NL                                                             
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       
Annual General Meeting to be held at Level 15, 9 Castlereagh Street, Sydney,    
New South Wales on 28 May 2012 commencing at 12.00 noon 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 Annual General Meeting.   
This Explanatory Statement should be read in conjunction with the Notice of     
Annual General Meeting.  Capitalised terms in this Explanatory Statement are    
defined in the Glossary.                                                        
1.   Financial Statements and Reports                                           
    The Corporations Act requires the annual financial report, the              
    directors` report and the auditor`s report for the last financial year      
to be laid before the Annual General Meeting.  The financial statements     
    and reports are contained in the Company`s 2011 Annual Report.              
    Shareholders who have elected to receive the 2011 Annual Report will        
    have been provided with a copy.  The 2011 Annual Report is also             
available on ASX`s website.                                                 
    While no resolution is required in relation to this item, Shareholders      
    will be given the opportunity to ask questions and make comments on the     
    financial statements and reports.                                           
2.   Resolution 1 - Adoption of Remuneration Report                             
                                                                                
    The Corporations Act requires that, as the Company is a listed public       
    company, a resolution that the remuneration report be adopted must be       
put to Shareholders at the Meeting.  However, section 250R(3) of the        
    Corporations Act expressly provides that the vote on this Resolution is     
    advisory only and does not bind the Directors or the Company.               
    The remuneration report sets out the Company`s remuneration arrangements    
for the Directors and senior management of the Company.  The                
    remuneration report is part of the Directors` report contained in the       
    annual financial report of the Company for the financial year ended 31      
    December 2011.                                                              
Importantly, pursuant to the Corporations Amendment (Improving              
    Accountability for Director and Executive Remuneration) Bill 2010           
    ("Amendment Bill") which amended the Corporations Act from 1 July 2011,     
    if the remuneration report for the Company receives a "no" vote of 25%      
or more at two consecutive annual general meetings of the Company, a        
    resolution must be put to the Shareholders at the second annual general     
    meeting as to whether a further general meeting should be held within 90    
    days at which all Directors (other than the managing director) in office    
at the date of the second approved remuneration report must stand for re-   
    election.                                                                   
    Further, the Amendment Bill has introduced new prohibitions under the       
    Corporations Act on Key Management Personnel and their Closely Related      
Parties from voting or voting undirected proxies on, amongst other          
    things, remuneration matters.  Accordingly, if your proxy is the            
    Chairman, Key Management Personnel, or a Closely Related Party of a         
    member of Key Management Personnel and you do not direct your proxy on      
how to vote on Resolution 1, your vote will not be counted in computing     
    the required majority.  Please see the proxy form attached to this          
    Explanatory Statement for further information on such appointments.         
    In accordance with section 250SA of the Corporations Act, the Chairman      
will provide a reasonable opportunity for discussion of the remuneration    
    report at the Meeting.                                                      
3.   Resolution 2 - Re-election of Matthew Bowles as Director                   
                                                                                
In accordance with Listing Rule 14.4 and clause 57 of the Company`s         
    Constitution, a director appointed to fill a casual vacancy must not        
    hold office without re-election past the next annual general meeting of     
    the Company.                                                                
Mr Bowles was appointed by the Company on 30 May 2011.  Mr Bowles           
    retires at this meeting and, being eligible, offers himself for re-         
    election.                                                                   
    A brief overview of the biographical details, skills and experience of      
Mr Bowles is set out below.                                                 
    Mr Bowles has extensive commercial and corporate finance experience         
    within the resource sector, formerly being an Executive Director,           
    Mergers and Acquisitions with global advisory firm Ernst & Young. Prior     
to joining Ernst & Young in 2004, Mr Bowles spent 8 years with Rio Tinto    
    Limited in a number of senior financial roles and 4 years in London in      
    corporate finance and investment banking.                                   
    Mr Bowles is currently the Chief Development Officer for Gryphon            
Minerals Limited. He is a member of the Australian Society of Certified     
    Practising Accountants and the Financial Services Industry of               
    Australasia.                                                                
    Over the past 3 years, Mr Bowles has held no other directorships with       
ASX-listed companies.                                                       
Board Recommendation                                                            
    The Directors (other than Mr Bowles) recommend that Shareholders vote in    
    favour of this resolution.                                                  
4.   Resolution 3 - Re-election of Julian Babarczy as Director                  
    In accordance with Listing Rule 14.4 and clause 59 of the Company`s         
    Constitution, at every Annual General Meeting, one third of the             
    Directors for the time being must retire from office by rotation and are    
eligible for re-election.  The Directors to retire are those who have       
    been in office for 3 years since their appointment or last re-              
    appointment or who have been the longest in office since their              
    appointment or last re-appointment or, if the Directors have been in        
office for an equal length of time, by agreement.                           
    Mr Babarczy was appointed by the Company on 9 December 2009.  Mr            
    Babarczy retires by rotation at this meeting and, being eligible, offers    
    himself for re-election.                                                    
A brief overview of the biographical details, skills and experience of      
    Mr Babarczy is set out below.                                               
    Mr Babarczy is currently a Portfolio Manager at Regal Funds Management,     
    where he has primary responsibility for investments within the mining       
and oil and gas sectors. Prior to this role, Mr Babarczy worked in          
    investment banking for Lazard, where he provided advice to both listed      
    and unlisted companies on capital raising and merger and acquisition        
    transactions. Before joining Lazard, Mr Babarczy held several roles in      
corporate finance, where he was instrumental in a range of successful       
    transactions including IPOs, secondary market capital raisings, listed      
    company advisory mandates and equities research across a broad range of     
    industry sectors.  Mr Babarczy holds a Bachelor of Business from Monash     
University in Melbourne, is a Chartered Financial Analyst charterholder,    
    and has a graduate diploma in Applied Finance and Investment from the       
    Securities Institute of Australia.                                          
    Over the past 3 years, Mr Babarczy has held no other directorships with     
ASX-listed companies.                                                       
    Board Recommendation                                                        
    The Directors (other than Mr Babarczy) recommend that Shareholders vote     
    in favour of this resolution.                                               
5.   Resolution 4 - Ratification of Prior Issue of Options                      
    5.1 Background to Resolution 4                                              
    Resolution 4 seeks Shareholder ratification to the prior issue of           
    2,500,000 unlisted Options to Mr Simon Bolster on 10 November 2011 in       
the following two tranches:                                                 
(a)  Tranche 1 - 1,250,000 Options with an exercise price of $0.03 and an       
    expiry date of 10 November 2013 ("Tranche 1 Options"); and                  
(b)  Tranche 2 - 1,250,000 Options with an exercise price of $0.05 and an       
expiry date of 10 November 2015 ("Tranche 2 Options").                      
Mr Bolster provides geological consulting services to the Company. The          
Options were issued as an employee incentive grant in consideration of Mr       
Bolster`s services.                                                             
5.2       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 4 proposes the ratification of the allotment and issue of        
    2,500,000 Options for the purpose of satisfying the requirements of ASX     
    Listing Rule 7.4.  If Resolution 4 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 4:                                         
    (a)  Date of allotment and issue of securities                              
         10 November 2011                                                       
(b)  Number of securities allotted and issued                               
         2,500,000 Options                                                      
    (c)  Price at which securities were allotted and issued                     
                                                                                
The Options were not issued for cash consideration, but were issued    
         to incentivise the holder and in consideration of geological           
         services provided to the Company.                                      
    (d)  The terms of the securities                                            
The Tranche 1 Options have an exercise price of $0.03 and an expiry    
         date of 10 November 2013.  The Tranche 1 Options are otherwise         
         issued on the terms and conditions set out in Annexure A.              
                                                                                
The Tranche 2 Options have an exercise price of $0.05 and an expiry    
         date of 10 November 2015.  The Tranche 2 Options are otherwise         
         issued on the terms and conditions set out in Annexure B.              
    (e)  The name of the allottee and the basis upon which the allottee will    
be identified or selected                                              
         Mr Bolster provides geological consulting services to the Company.     
         The Options were issued as an employee incentive grant in              
         consideration of Mr Bolster`s services.                                
Mr Bolster is 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 Mr Bolster in consideration for services        
         provided to the Company.  All funds raised in the event of exercise    
         of the Options will be applied towards working capital.  However,      
         there is no guarantee that any of the Options will be exercised at     
any future time.                                                       
6.   Resolution 5 - 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 5 are not, as yet,              
         identifiable, but will be such persons or entities who are             
         Professional and Sophisticated Investors as determined by the          
         Company or (within the meaning of the Corporations Act) any stock      
brokers that may be appointed by the Company to manage the             
         placement.  The allottees will not be related parties of the           
         Company.                                                               
                                                                                
(b)  The maximum number of securities to be issued                          
         The maximum number of securities to be issued pursuant to              
         Resolution 5 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 5 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 Annual 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 5 will be 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 announced to ASX.                       
    (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 5 to further the exploration activities of the        
         Company conducted in Liberia and for further working capital for       
the Company.                                                           
7.   Resolutions 6 to 9 - Issue a total of 25,000,000 Incentive Options to      
    Directors and/or their Nominees                                             
    Resolutions 6 to 9 seek the approval of Shareholders to issue a total of    
25,000,000 Incentive Options to the Directors and/or their nominees.        
    Approval is sought pursuant to Listing Rule 10.11 and section 208 of the    
    Corporations Act.                                                           
    The current Directors are Mr Lennard Kolff Van Oosterwijk, Mr Warwick       
Grigor, Mr Matthew Bowles and Mr Julian Babarczy.                           
7.1  Background                                                                 
    The Incentive Options under Resolutions 6 to 9 will be issued to the        
    Directors (and/or their nominees) to align the long term goals of the       
Directors with that of Shareholders and to incentivise Directors to         
    provide ongoing dedicated services to the Company.  These Incentive         
    Options are intended to provide remuneration to the Directors (and/or       
    their nominees) that is linked to the performance of the Company.  The      
benefit would only be received from the Incentive Options upon the          
    Company`s Share price exceeding the exercise price of the Incentive         
    Options and thereby warranting their exercise.                              
    Under the Company`s current circumstances, the Directors consider that      
the incentives noted above, represented by the issue of these Incentive     
    Options, are a cost effective and efficient reward and incentive to be      
    provided to the Directors by the Company, as opposed to alternative         
    forms of incentive, such as the payment of cash compensation.  In           
addition, the Directors consider it prudent to make payment by way of       
    the Incentive Options so as to preserve the cash reserves of the            
    Company.                                                                    
    Mr Warwick Grigor, Mr Matthew Bowles and Mr Julian Babarczy are Non-        
Executive Directors of the Company.  The Company acknowledges that the      
    issue of Incentive Options to Non-Executive Directors is contrary to        
    recommendation 8.2 of the ASX`s Corporate Governance Principles and         
    Recommendations (2nd Edition) which states that non-executive directors     
should not receive remuneration by way of options.  However, the            
    Directors are of the view that at this stage of the Company`s               
    development, it is appropriate for Directors of the Company to be           
    compensated by way of securities in the Company, rather than by way of      
cash.                                                                       
    The Company proposes that the 25,000,000 Incentive Options will have an     
    exercise price that is 130% of the volume weighted average market price     
    of the Company`s Shares, calculated over the last 5 days on which sales     
in the Shares were recorded before the date of the Annual General           
    Meeting.  The Incentive Options shall be issued and vest upon approval      
    by the Shareholders of Resolutions 6 to 9, and they must be exercised on    
    or before 30 April 2015.                                                    
The full terms and conditions of the Incentive Options to be granted to     
    the Directors and/or their nominee(s) are set out in Annexure C to this     
    Explanatory Statement.                                                      
    It is proposed to issue the Incentive Options to the Directors, and/or      
their nominee(s), as follows:                                               
                                                                                
                                                                                
    Director                   Class I Incentive Options                        
Lennard Kolff Van          10,000,000                                       
    Oosterwijk                                                                  
    Warwick Grigor             5,000,000                                        
    Matthew Bowles             5,000,000                                        
Julian Babarczy            5,000,000                                        
    Total                      25,000,000                                       
7.2  Section 208 of the Corporations Act                                        
    Section 208 of the Corporations Act states that a public company cannot     
give a "financial benefit" (including an issue of shares and options) to    
    a "related party" of the Company unless one of the exceptions set out in    
    section 210 to 216 of the Corporations Act apply, or the holders of         
    ordinary securities have approved the giving of the financial benefit to    
the related party in a general meeting.                                     
    Each of the Directors (and/or their nominees) is a related party of the     
    Company within the meaning specified under section 228 of the               
    Corporations Act.  Further, the provision of the Incentive Options          
constitutes a financial benefit within the meaning of section 229 of the    
    Corporations Act.  Accordingly, Shareholder approval is sought under        
    section 208 of the Corporations Act to permit the issue of the Incentive    
    Options on the terms set out in Resolutions 6 to 9 to the Directors         
and/or their nominees as related parties of the Company.                    
    The following information is provided in accordance with section 219 of     
    the Corporations Act to enable Shareholders to assess the merits of         
    Resolutions 6 to 9:                                                         
(a)  The related party to whom the proposed resolutions would permit the    
         financial benefit to be given                                          
         (i)  Mr Lennard Kolff Van Oosterwijk and/or his nominee.               
         (ii) Mr Warwick Grigor and/or his nominee.                             
(iii)Mr Matthew Bowles and/or his nominee.                             
         (iv) Mr Julian Babarczy and/or his nominee.                            
    (b)  The nature of the financial benefit                                    
    The nature of the financial benefit is the proposed issue of 25,000,000     
Incentive Options to the Directors and/or their nominees.  The Incentive    
    Options are issued for no cash consideration and will be issued on the      
    terms and conditions set out in this Explanatory Statement and in           
    Annexure C.                                                                 
A total of 25,000,000 Incentive Options will be issued as follows:          
                                                                                
                                                                                
         Resolution   Recipient                 Class I                         
Incentive                       
                                                Options                         
         Resolution   Lennard Kolff Van         10,000,000                      
         6            Oosterwijk and/or his                                     
nominee.                                                  
         Resolution   Warwick Grigor and/or     5,000,000                       
         7            his nominee.                                              
         Resolution   Matthew Bowles and/or     5,000,000                       
8            his nominee.                                              
         Resolution   Julian Babarczy and/or    5,000,000                       
         9            his nominee.                                              
                      Total                     25,000,000                      
(c)  Black-Scholes Valuation of Incentive Options                               
    The Company engaged Stantons International Securities to prepare an         
    independent valuation of the Incentive Options.  The Black and Scholes      
    option pricing model ("B&S Model") has been applied in providing            
valuation information in respect to the Incentive Options to be granted     
    to the Directors and/or their nominees.                                     
    The B&S Model is based on a number of assumptions, including an             
    assumption that the Incentive Options being valued can be exercised at      
any time after their grant and on or before the expiry date.  In            
    addition, the B&S Model assumes that there is a liquid market for the       
    Incentive Options.  Because the B&S Model assumes a liquid market, the      
    amount calculated by the B&S Model represents a maximum theoretical         
value.                                                                      
    The following values have been calculated for the Incentive Options         
    using the B&S Model based on the following assumptions and variables:       
    Assumptions                                                                 

    (i)  that the Incentive Options can be exercised at any time during the     
         period after the issue date;                                           
    (ii) there are no transaction costs, options and shares are infinitely      
divisible, and information is available to all without cost;           
    (iii)short selling is allowed without restriction or penalty;               
    (iv) the risk free interest rate is known and constant throughout the       
         duration of the option contract;                                       
(v)  the underlying Shares do not currently pay a dividend; and             
    (vi  )Share prices behave in a manner consistent with a random walk in      
         continuous time.                                                       
    Variables                                                                   

    (i)  Share price of $0.037 (assumed closing price on the day of the         
         Meeting);                                                              
    (ii) a risk free interest rate of 3.26% assumed on the day of the           
Meeting;                                                               
    (iii)expiry date of 30 April 2015;                                          
    (iv) exercise price is $0.049 each (based on assumed 5 day volume           
         weighted average price of shares leading into the date of the          
meeting);                                                              
    (v)  Volatility of 100%; and                                                
    (vi) Discount for non-transferability of 20%.                               
    Value of Incentive Option $0.0169 per Option.                               
Any change in the variables applied in the B&S Model between the date of    
    the valuation and the date the Incentive Options are granted would have     
    an impact on their value.                                                   
    The aggregate values of the Incentive Options to be issued to each          
Director and/or their nominees are set out below:                           
                                                                                
                                                                                
         Recipient             Class I       Value ($)                          
Incentive                                        
                               Options                                          
         Lennard Kolff Van     10,000,000    $169,000                           
         Oosterwijk and/or                                                      
his nominee.                                                           
         Warwick Grigor        5,000,000     $84,500                            
         and/or his nominee.                                                    
         Matthew Bowles        5,000,000     $84,500                            
and/or his nominee.                                                    
         Julian Babarczy       5,000,000     $84,500                            
         and/or his nominee.                                                    
         Total                 25,000,000    $422,500                           
Other information                                                           
    Under the Australian Equivalent of IFRS, the Company is required to         
    expense the value of the Incentive Options in its statement of financial    
    performance for the current financial year.  Other than as disclosed in     
this Explanatory Statement, the Directors do not consider that from an      
    economic and commercial point of view, there are any costs or detriments    
    including opportunity costs or taxation consequences for the Company or     
    benefits foregone by the Company in granting the Incentive Options          
pursuant to Resolutions 6 to 9.                                             
    Neither the Directors not the Company are aware of other information        
    that would be reasonably required by Shareholders to make a decision in     
    relation to the financial benefits contemplated by the proposed             
resolutions.                                                                
(d)  Current Remuneration and Interest                                          
    Details of the Directors` remuneration for the financial year ending on     
    31 December 2011, as well as their interests (both direct and indirect)     
in the Company as at the date of this Notice of Annual General Meeting      
    are outlined below:                                                         
                                                                                
                                                                                
Director       Salary/Fees  Shares    Option                           
                        p.a. ($)     Interest  Interests                        
                        Excluding    s                                          
                        superannuat                                             
ion of 9%                                               
         Lennard Kolff  $221,6671    -         10,000,00                        
         Van                                   0                                
         Oosterwijk                                                             
Warwick        $40,000      27,850,0  -                                
         Grigor                      00                                         
         Matthew        $23,333      -         15,000,00                        
         Bowles                                0                                
Julian         $40,000      25,173,2  -                                
         Babarczy                    88                                         
    1.   This includes remuneration from Mr Kolff`s appointment as director     
         from 27 October 2011 to the value of $54,167, Chief Executive          
Officer remuneration to 26 October 2011 to the value of $142,500       
         and a cash bonus of $25,000.                                           
(e)  Dilution                                                                   
    If all of the Incentive Options under the Resolutions 6 to 9 were           
exercised, and no other Shares were issued by the Company (including        
    Shares pursuant to the exercise of existing Options), the shareholding      
    of existing Shareholders would, based on the current issued capital of      
    the Company, be diluted by approximately 2.9%.                              
(f)  Exercise                                                                   
    The market price of the Company`s Shares during the period of the           
    Incentive Options will normally determine whether or not the Directors      
    (and/or their nominees) exercise the Incentive Options.  At the time any    
Incentive Options are exercised and Shares are issued pursuant to the       
    exercise of those Incentive Options, the Company`s Shares may be trading    
    on the ASX at a price which is higher than the exercise price of the        
    Incentive Options.                                                          
(g)  Accounting                                                                 
    The Company`s adoption of Australian equivalents to International           
    Financial Reporting Standards for reporting periods means that, under       
    AASB2 Share-based Payment, equity-based compensation (such as the           
Incentive Options under Resolutions 6 to 9) will be recognised as an        
    expense in respect of the services received.                                
(h)  Trading History                                                            
    As at the date of this Notice of Annual General Meeting, the Company had    
856,629,043 Shares on issue.  The highest and lowest market sale price      
    of the Shares in the Company during the twelve months immediately           
    preceding the date of this Notice of Annual General Meeting was $0.053      
    on 27 April 2011 and $0.018 on 16, 18, 23, 27 and 31 January 2012 and 1     
February 2012 respectively.  The closing market sale price of the           
    Company`s Shares on the ASX on 19 April 2012 (the date before the           
    lodgement date of this Notice of Annual General Meeting with the ASIC)      
    was $0.035.                                                                 
As at the date of this Notice of Annual General Meeting, the Company had    
    the following unlisted Options on issue.                                    
                                                                                
                                                                                
Grant Date   Date of       Exercise     Number                              
                 Expiry        Price        Under                               
                                            Option                              
    18 Jun 2008  18 Jun 2012   $0.07        4,000,000                           
17 Jan 2009  17 Jan 2013   $0.10        6,000,000                           
    17 Jan 2009  17 Jan 2013   $0.07        6,750,000                           
    17 Jan 2009  17 Jan 2014   $0.10        6,750,000                           
    23 Feb 2010  23 Feb 2013   $0.01        50,000,000                          
9 Sep 2010   31 Jul 2012   $0.01        20,000,000                          
    9 Sep 2010   9 Sep 2012    $0.03        5,000,000                           
    9 Sep 2010   30 Jul 2013   $0.01        50,000,000                          
    9 Sep 2010   9 Sep 2013    $0.05        5,000,000                           
8 Mar 2011   8 Mar 2014    $0.01        25,000,000                          
    10 Nov 2011  10 Nov 2013   $0.03        1,250,000                           
    10 Nov 2011  10 Nov 2015   $0.05        1,250,000                           
                                            181,000,000                         
(i)  Terms of Incentive Options                                                 
    The terms of the Incentive Options are set out in Annexure C.               
(j)  Opportunity costs to the Company                                           
    The Directors do not consider that there are any opportunity costs to       
the Company or benefits foregone by the Company in granting the             
    Incentive Options.                                                          
(k)  Funds raised                                                               
    No funds will be raised from the issue of the Incentive Options.  All       
funds raised in the event of exercise of the Incentive Options will be      
    applied towards working capital.  However, there is no guarantee that       
    any of the Incentive Options will be exercised at any future time.          
(l)  Directors interests in the proposed resolution                             
Each Director (or their respective nominee) will be the only recipient      
    of Incentive Options to be issued under Resolutions 6 to 9 that applies     
    specifically to him, and accordingly, has a direct material interest in     
    the outcome of the Resolution that applies specifically to him.             
No Director has a material interest in the outcome of Resolutions 6 to 9    
    other than in respect of the proposed issue of Incentive Options to him     
    or his nominee.                                                             
(m)  Directors` recommendations or reason for declining to make                 
recommendations                                                             
    Each Director expresses no opinion and makes no recommendation in           
    respect of the issue of Incentive Options to him (or his nominee).  This    
    is because each of the Directors has a material personal interest in the    
outcome of the Resolution to issue that Director (or his nominee)           
    Incentive Options.                                                          
    Otherwise each of the Directors recommend that Shareholders vote in         
    favour of the issue of the Incentive Options to the other Directors for     
the reasons set out in the Explanatory Statement and on the basis that,     
    in their opinion, the proposed issue of Incentive Options:                  
    (i)  provides a long-term incentive to the Directors linked to the          
         future success of the Company;                                         

    (ii) is a fair and reasonable alternative to additional cash payment of     
         Director`s fees;                                                       
                                                                                
(iii)recognises the contribution the Directors have and will continue       
         to make to the Company; and                                            
                                                                                
    (iv) is necessary to reflect remuneration benefits payable to directors     
of other companies operating in the Company`s industry and in an       
         international business environment.                                    
(n)  Any other information that is reasonably required by the members to make   
    a decision and that is known to the Company or any of its directors         
Other than as set out in this Explanatory Statement, there is no further    
    information which the Shareholders would reasonably require in order to     
    decide whether or not it is in the Company`s best interests to pass         
    Resolutions 6 to 9.                                                         
7.3  Listing Rules                                                              
    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, or to a person whose relationship with the company     
or a related party of the company is, in ASX`s opinion, such that           
    approval should be obtained.  Further, Listing Rule 7.2 (Exception 14)      
    states that approval pursuant to Listing Rule 7.1 is not required if        
    shareholder approval is obtained under Listing Rule 10.11.                  
The Directors (or their nominees) are related parties of the Company        
    within the definition specified in Listing Rule 19.12.  Accordingly,        
    Shareholder approval is sought under Listing Rule 10.11 to permit the       
    issue of 25,000,000 Incentive Options to the Directors and/or their         
nominees as related parties of the Company on the terms set out in          
    Resolutions 6 to 9 and in this Explanatory Statement (including Annexure    
    C).                                                                         
    The issue of the Incentive Options under Resolutions 6 to 9 will not        
affect the capacity of the Company to issue securities in the next 12       
    months under Listing Rule 7.1, as those Incentive Options (once issued)     
    will be excluded from the calculations under Listing Rule 7.1.              
    Listing Rule 10.13 requires that the following information be provided      
to the Shareholders in relation to obtaining approval of Resolution 5 as    
    an exception to Listing Rule 10.11:                                         
    (a)  The name of the allottee of the securities                             
         (i)  Mr Lennard Kolff Van Oosterwijk and/or his nominee.               
(ii) Mr Warwick Grigor and/or his nominee.                             
         (iii)Mr Matthew Bowles and/or his nominee.                             
         (iv) Mr Julian Babarczy and/or his nominee.                            
    (b)  The maximum number of securities to be allotted and issued             

         A total of 25,000,000 Incentive Options will be issued as follows:     
                                                                                
                                                                                
Recipient                    Class I Incentive                         
                                      Options                                   
         Lennard Kolff Van            10,000,000                                
         Oosterwijk and/or his                                                  
nominee.                                                               
         Warwick Grigor and/or his    5,000,000                                 
         nominee.                                                               
         Matthew Bowles and/or his    5,000,000                                 
nominee.                                                               
         Julian Babarczy and/or his   5,000,000                                 
         nominee.                                                               
         Total                        25,000,000                                
(c)  The date of allotment and issue of the securities                      
    The Incentive Options will be issued as soon as possible after the          
    Meeting and in any event, no later than 1 month after the Meeting (or       
    such later date to the extent permitted by any ASX waiver of the Listing    
Rules).                                                                     
    (d)  The relationship that requires Shareholder approval                    
         The Directors and/or their nominees are related parties of the         
         Company.                                                               
(e)  The issue price of the securities                                      
    (f)  The Incentive Options are issued for no cash consideration.            
         The terms of the securities                                            
         The key terms of the Incentive Options to be issued under              
Resolutions 6 to 9 are set out in the following table:                 
                                                                                
                                                                                
         Class of Option    Class I Incentive Option                            
Expiry Date        30 April 2015                                       
         Exercise Price     130% of the volume weighted average                 
                            market price of the Company`s                       
                            Shares, calculated over the last 5                  
days on which sales in the Shares                   
                            were recorded before the date of                    
                            the Annual General Meeting                          
         Shares Issued      Fully paid ordinary shares which                    
rank equally with existing Shares                   
                            on issue                                            
         Vesting Criteria   Upon Shareholder approval                           
         Full terms of the Incentive Options are set out in Annexure C to       
this Explanatory Statement.                                            
    (g)  The intended use of the funds                                          
                                                                                
         No funds will be raised from the issue of the Incentive Options        
under Resolutions 6 to 9.  The funds raised on exercise of these       
         Incentive Options will be applied to working capital requirements      
         of the Company at that stage.  However there is no guarantee that      
         any of these Incentive Options will be exercised.                      
8.   Resolutions 10 and 11 - Issue of 2,000,000 Incentive Options to Company    
    Secretaries                                                                 
8.1  Background to Resolutions 10 and 11                                        
    Resolutions 10 and 11 seek Shareholder approval for the issue of a total    
of 2,000,000 Class I Incentive Options to the joint Company Secretaries     
    of the Company and/or their nominees.  The joint Company Secretaries of     
    the Company are Mr Aaron Finlay and Mr Winton Willesee.                     
    The Incentive Options under Resolutions 10 and 11 will be issued to the     
Company Secretaries (and/or their nominees) to align the long term goals    
    of the Company Secretaries with that of Shareholders and to incentivise     
    the Company Secretaries to provide ongoing dedicated services to the        
    Company.  These Incentive Options are intended to provide remuneration      
to the Company Secretaries (and/or their nominees) that is linked to the    
    performance of the Company.  The benefit would only be received from the    
    Incentive Options upon the Company`s Share price exceeding the exercise     
    price of the Incentive Options and thereby warranting their exercise.       
Under the Company`s current circumstances, the Directors consider that      
    the incentives noted above, represented by the issue of these Incentive     
    Options, are a cost effective and efficient reward and incentive to be      
    provided to the Company Secretaries by the Company, as opposed to           
alternative forms of incentive, such as the payment of cash                 
    compensation.  In addition, the Directors consider it prudent to make       
    payment by way of the Incentive Options so as to preserve the cash          
    reserves of the Company.                                                    
The Company proposes that the 2,000,000 Incentive Options will have an      
    exercise price that is 130% of the volume weighted average market price     
    of the Company`s Shares, calculated over the last 5 days on which sales     
    in the Shares were recorded before the date of the Annual General           
Meeting.  The Incentive Options shall be issued and vest upon approval      
    by the Shareholders of Resolutions 10 and 11, and they must be exercised    
    on or before 30 April 2015.                                                 
    The full terms and conditions of the Incentive Options to be granted to     
the Company Secretaries and/or their nominee(s) are set out in Annexure     
    C to this Explanatory Statement.                                            
    It is proposed to issue the Incentive Options to the Company                
    Secretaries, and/or their nominee(s), as follows:                           

                                                                                
    Company Secretary          Class I Incentive Options                        
    Aaron Finlay               1,000,000                                        
Winton Willesee            1,000,000                                        
    Total                      2,000,000                                        
8.2  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.                                       
    ASX Listing Rule 7.1 provides that where a company approves an issue of     
    securities, the company`s 15% capacity will be replenished and the          
    Company will be able to issue further securities up to that limit.          
Resolutions 10 and 11 propose the approval of the allotment and issue of    
    2,000,000 Incentive Options for the purpose of satisfying the               
    requirements of ASX Listing Rule 7.1.  If Resolutions 10 and 11 are         
    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 7.1 is specified in ASX Listing Rule 7.3.  In compliance       
    with the information requirements of ASX Listing Rule 7.3, Shareholders     
are advised of the following particulars in relation to the allotment       
    and issue pursuant to Resolutions 10 and 11:                                
    (a)  Number of securities allotted and issued                               
         2,000,000 Incentive Options.                                           
(b)  Date of allotment and issue of securities                              
         The Incentive Options will be issued as soon as possible after the     
         Meeting and in any event, no later than 3 month after the Meeting      
         (or such later date to the extent permitted by any ASX waiver of       
the Listing Rules).                                                    
    (c)  Price at which securities were allotted and issued                     
    The Incentive Options will not be issued for cash consideration, but        
    will be issued to incentivise the holders, and in consideration of          
Company Secretarial services provided to the Company.                       
    (d)  The terms of the securities                                            
         The Incentive Options will have an exercise price that is 130% of      
         the volume weighted average market price of the Company`s Shares,      
calculated over the last 5 days on which sales in the Shares were      
         recorded before the date of the Annual General Meeting.  The           
         Incentive Options shall be issued and vest upon approval by the        
         Shareholders of Resolutions 10 and 11, and they must be exercised      
on or before 30 April 2015.                                            
         The Incentive Options are otherwise issued on the terms and            
         conditions set out in Annexure C to this Explanatory Statement.        
    (e)  The basis on which allottees were determined                           
The allottees in respect of Resolutions 10 and 11 are the joint        
         Company Secretaries of the Company.  The Incentive Options will be     
         issued to incentivise the allottees, and in consideration of           
         Company Secretarial services provided to the Company.                  
Mr Finlay and Mr Willesee are not related parties of the Company.      
    (f)  The use of (or intended use of) the funds raised                       
                                                                                
         No funds will be raised from the issue of the Incentive Options.       
All funds raised in the event of the exercise of the Incentive         
         Options will be applied towards working capital.  However, there is    
         no guarantee that any of the Incentive Options will be exercised at    
         any future time.                                                       
9.   Glossary                                                                   
    In this Explanatory Statement, the following terms have the following       
    meaning unless the context otherwise requires:                              
    Annual General Meeting   the annual general meeting of the Company          
pursuant to this Notice of Annual General          
                             Meeting.                                           
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.                                      
Closely Related Party         means a closely related party of a member of      
                             Key Management Personnel as defined in Section     
                                  9 of the Corporations Act, being:             
                             (a)  a spouse or child of the member;              

                             (b)  a child of that member`s spouse;              
                                                                                
                             (c)  a dependant of that member or of that         
member`s spouse;                              
                             (d)  anyone else who is one of that member`s       
                                  family and may be expected to influence       
                                  that member, or be influenced by that         
member, in that member`s dealings with the    
                                  Company;                                      
                                                                                
                             (e)  a company that is controlled by that          
member; or                                    
                             (f)  any other person prescribed by the            
                                  regulations.                                  
Company                       Tawana Resources NL (ACN 085 166 721).            
Constitution                  the constitution of the Company.                  
Corporations Act              Corporations Act 2001 (Cth).                      
Director                      a director of the Company.                        
EST                           Eastern Standard Time as observed in Sydney,      
Australia.                                         
Explanatory Statement         the explanatory statement accompanying the        
                             Notice of Annual General Meeting.                  
Incentive Option              means a Class 1 Incentive Option on the terms     
specified in Annexure C.                           
Key Management Personnel      means the key management personnel of the         
                             Company as defined in Section 9 of the             
                             Corporations Act and Australian Accounting         
Standards Board accounting standard 124, being     
                             those persons having authority and                 
                             responsibility for planning, directing and         
                             controlling the activities of the Company,         
directly or indirectly, including any Director     
                             (whether executive or otherwise).                  
Listing Rules                 the listing rules of ASX.                         
Notice of Annual General Meeting   the notice of annual general meeting         
accompanying the Explanatory Statement.                                         
Options                       an option to acquire a Share.                     
Professional Investor         means an investor as defined in section           
                             708(11) of the Corporations Act.                   
Related Party                 means a party so defined by section 228 of the    
                             Corporations Act.                                  
Remuneration Report           the section of the directors` report contained    
                             in the Company`s 2011 Annual Report entitled       
"remuneration report".                             
Share                         a fully paid ordinary share in the capital of     
                             the Company.                                       
Shareholder                   a holder of Shares.                               
Sophisticated Investor        means an investor as defined in section 708(8)    
                             of the Corporations Act.                           
Tawana                        Tawana Resources (ACN 085 166 721).               
Tranche 1 Options             the Tranche 1 Options on the terms specified      
in Annexure A.                                     
Tranche 2 Options             the Tranche 2 Options on the terms specified      
                             in Annexure B.                                     
Tawana Resources NL                                                             
ACN 085 166 721                                                                 
PROXY FORM                                                                      
Shareholder Details                                                             
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Contact Name (if different from above):                                         
...................................................................             
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Appointment of Proxy                                                            
I/We being a shareholder/s of Tawana Resources NL and entitled to               
attend and vote hereby appoint the following proxy/proxies to                   
attend and act on my/our behalf and to vote in accordance with                  
my/our following directions at the Annual General Meeting of Tawana             
Resources NL to be held at Level 15, 9 Castlereagh Street, Sydney,              
New South Wales on 28 May 2012 at 12.00 noon (EST) and at any                   
adjournment of that meeting.                                                    
       The               IMPORTANT:                                             
       Chairman          In respect of Resolutions 2 to 11, if the              
of the            Chairman of the meeting is your proxy, or              
       meeting           if appointed your proxy by default and you             
                         do not wish to direct him/her how to vote              
       (mark with        on any of these resolutions, you must mark             
an `X`)           this box with an "X".  By marking this                 
                         box, you acknowledge that the Chairman of              
                         the meeting may exercise your proxy on                 
                         those resolutions (for which you have not              
given a direction) even if he/she has an               
                         interest in the outcome of the resolution              
                         and that votes cast by him/her, other than             
                         as proxy holder, will be disregarded                   
because of that interest.  If you do not               
                         mark this box, and you have not directed               
                         your proxy how to vote on any of these                 
                         resolutions, the Chairman of the meeting               
will not cast your votes on the                        
                         resolutions (for which you have not given              
                         a direction) on a show of hands or on a                
                         poll.  The Chairman of the meeting intends             
to vote undirected proxies in favour of                
                         each resolution.                                       
                         The Chairman, a member of Key Management               
                         Personnel or any of their Closely Related              
Parties is not permitted to vote                       
                         undirected proxies on Resolution 1.                    
                         Accordingly, if the Chairman, a member of              
                         Key Management Personnel or any of their               
Closely Related Parties is your proxy (by              
                         appointment or default) and you fail to                
                         provide a voting direction in respect of               
                         Resolution 1 in step 2 (below), your vote              
will not be cast.                                      
OR                                                                              
If the person you are appointing as your proxy is someone other                 
than the Chairman of the meeting:                                               
Write the name of that person in the box below.                                 
                                          You must specify the %                
                               %          of your votes that you                
                                          authorise your proxy to               
exercise if:                          
                                          (a)  you have only                    
                                          appointed 1 proxy and do              
                                          not want him/her to                   
exercise all of your                  
                                          votes; or                             
                                          (b)  if you have                      
                                          appointed 2 proxies                   
under this proxy form.                
If you hold 2 or more Shares in Tawana                                          
Resources NL, you may appoint a second                                          
proxy:                                                                          
Write the name of your second proxy in                                          
the box below.                                                                  
                                                                                
                               %                                                
If you do not name a proxy or your named proxy fails to attend the              
meeting, the Chairman of the meeting will be appointed as your                  
proxy to attend and act on your behalf and to vote in accordance                
with the following directions at the Annual General Meeting of                  
Tawana Resources NL to be held at Level 15, 9 Castlereagh Street,               
Sydney, New South Wales on 28 May 2012 at 12.00 noon (EST) and at               
any adjournment of that meeting.                                                
Voting directions to your proxy - Please mark only one of the boxes             
with an "X" for each resolution to indicate your directions.                    
Business                                    For     Agains Abstai               
                                                   t      n                     
Resolution 1.       Adoption of                                                 
Remuneration Report                                                             
Resolution 2.       Re-election of Matthew                                      
Bowles                                                                          
Resolution 3.       Re-election of Julian                                       
Babarczy                                                                        
Resolution 4.       Ratification of Prior                                       
Issue of Options                                                                
Resolution 5.       Approval of Future                                          
Placement of Shares                                                             
Resolution 6.       Issue of 10,000,000                                         
Incentive Options to Lennard Kolff Van                                          
Oosterwijk                                                                      
Resolution 7:  Issue of 5,000,000                                               
Incentive Options to Warwick Grigor                                             
Resolution 8:  Issue of 5,000,000                                               
Incentive Options to Matthew Bowles                                             
Resolution 9:  Issue of 5,000,000                                               
Incentive Options to Julian Babarczy                                            
Resolution 10: Issue of 1,000,000                                               
Incentive Options to Aaron Finlay                                               
Resolution 11: Issue of 1,000,000                                               
Incentive Options to Winton Willesee                                            
If you mark the "Abstain" box with an "x" for a particular                      
resolution, you are directing your proxy not to vote on your behalf             
on a show of hands or on a poll.                                                
PLEASE SIGN HERE    This section must be signed in accordance with              
the instructions overleaf to enable your directions to be                       
implemented                                                                     
Individual or           Shareholder 2            Shareholder 3                  
Shareholder 1                                                                   
                                                                                
Sole Director and       Director                 Director/Company               
Sole Company                                     Secretary                      
Secretary                                                                       
How to complete this Proxy Form                                                 
1.   Your Name and Address                                                      
Please print your name and address as it appears on your holding            
    statement and the Company`s share register.  If Shares are jointly held,    
    please ensure the name and address of each joint shareholder is             
    indicated.  Shareholders should advise the Company of any changes.          
Shareholders sponsored by a broker should advise their broker of any        
    changes.  Please note, you cannot change ownership of your securities       
    using this form.                                                            
2.   Appointment of a Proxy                                                     
If you wish to appoint the Chairman of the Meeting as your proxy, mark      
    the box.  If the person you wish to appoint as your proxy is someone        
    other than the Chairman of the Meeting please write the name of that        
    person.  If you leave this section blank, or your named proxy does not      
attend the meeting, the Chairman of the Meeting will be your proxy.  A      
    proxy need not be a shareholder of the Company.                             
3.   Votes on Resolutions                                                       
    You may direct your proxy how to vote by placing a mark in one of the       
boxes opposite each Resolution.  All your shareholding will be voted in     
    accordance with such a direction unless you indicate only a portion of      
    voting rights are to be voted on any Resolution by inserting the            
    percentage or number of shares you wish to vote in the appropriate box      
or boxes.  If you do not mark any of the boxes on a given Resolution,       
    your proxy may vote as he or she chooses.  If you mark more than one box    
    on a Resolution your vote on that Resolution will be invalid.               
    If the Chairman or other Key Management Personnel or their Closely          
Related Parties is your proxy, that person will not be able to vote on      
    your behalf in respect of Resolution 1 (Remuneration Report) if you have    
    not directed them how to vote on that Resolution.                           
4.   Appointment of a Second Proxy                                              
You are entitled to appoint up to two persons as proxies to attend the      
    meeting and vote on a poll.  If you wish to appoint a second proxy,         
    please write the name of that person. To appoint a second proxy you must    
    state (in the appropriate box) the percentage of your voting rights         
which are the subject of the relevant proxy.  If the Proxy Form does not    
    specify a percentage, each proxy may exercise half your votes.              
    Fractions of votes will be disregarded.                                     
5.   Signing Instructions                                                       
You must sign this form as follows in the spaces provided:                  
    Individual:    where the holding is in one name, the holder must sign.      
                                                                                
    Joint Holding: where the holding is in more than one name, all of the       
shareholders should sign.                                    
    Power of Attorney:  to sign under Power of Attorney, you must have          
                        already lodged this document with the company`s         
                        share registry.  If you have not previously lodged      
this document for notation, please attach a             
                        certified photocopy of the Power of Attorney to this    
                        form when you return it.                                
    Companies:     where the company has a Sole Director who is also the        
Sole Company Secretary, this form must be signed by that     
                   person.  If the company (pursuant to section 204A of the     
                   Corporations Act 2001) does not have a Company Secretary,    
                   a Sole Director can also sign alone.  Otherwise this form    
must be signed by a Director jointly with either another     
                   Director or a Company Secretary.  Please indicate the        
                   office held by signing in the appropriate place. If a        
                   representative of the corporation is to attend the           
meeting a "Certificate of Appointment of Corporate           
                   Representative" should be produced prior to admission.       
6.   Lodgment of a Proxy                                                        
    This Proxy Form (and any Power of Attorney under which it is signed)        
must be received at the address given below not later than 48 hours         
    before the commencement of the meeting.  i.e. no later than 12.00 noon      
    (EST) on 26 May 2012.  Any Proxy Form received after that time will not     
    be valid for the scheduled meeting.  This Proxy Form (and any Power of      
Attorney and/or second Proxy Form) may be sent or delivered to the          
    Company`s registered office at Suite 25, 145 Stirling Highway, Nedlands     
    WA 6009, posted to PO Box 3144 Nedlands WA 6009, faxed to +61 (0) 8 9389    
    3199 or emailed to winton@azc.com.au.                                       
ANNEXURE A                                                                      
Terms and Conditions of Tranche 1 Options - (Exercisable at $0.03, expiring     
on 10 November 2013)                                                            
(a)  Each Option entitles the holder to subscribe for a Share in Tawana         
Resources NL at the exercise price ($0.03).                                 
(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 (10 November 2013) 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.                             
ANNEXURE B                                                                      
Terms and Conditions of Tranche 2 Options - (Exercisable at $0.05, expiring     
on 10 November 2015)                                                            
(a)  Each Option entitles the holder to subscribe for a Share in Tawana         
    Resources NL at the exercise price ($0.05).                                 
(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 (10 November 2015) 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.                             
ANNEXURE C                                                                      
    Terms and Conditions of Incentive Options - (Exercisable at a price that    
    is 130% of the volume weighted average market price of the Company`s        
    Shares, calculated over the last 5 days on which sales in the Company`s     
Shares were recorded before the date of the Company`s 2012 Annual           
    General Meeting, expiring on 30 April 2015)                                 
    The terms and conditions of the Class I Incentive Options ("Incentive       
    Options") are set out below:                                                
1.   General                                                                    
    1.1  No monies will be payable for the issue of the Incentive Options.      
    1.2  A certificate will be issued for the Incentive Options.                
    1.3  The Incentive Options shall expire at 5pm WST on 30 April 2015         
("Expiry Date").                                                       
    1.4  Each Incentive Option shall carry the right, subject to any            
         Shareholder approval required under the Corporations Act or the ASX    
         Listing Rules, to subscribe for one fully paid ordinary share in       
the Company ("Share").                                                 
    1.5  Incentive Options may be exercised in whole or in part in parcels.     
         An exercise of only some Incentive Options shall not affect the        
         rights of the party holding the option ("Optionholder"), to the        
balance of the Incentive Options held by the Optionholder.             
    1.6  The Incentive Options have an exercise price that is 130% of the       
         volume weighted average market price of the Company`s Shares,          
         calculated over the last 5 days on which sales in the Company`s        
Shares were recorded before the date of the Company`s 2012 Annual      
         General Meeting each ("Exercise Price").                               
    1.7  The Exercise Price for the Incentive Options shall be payable in       
         full on exercise of those Incentive Options.                           
1.8  Subject to clause 2.2 the Incentive Options may be exercised by the    
         Optionholder at any time after their grant and before the Expiry       
         Date.                                                                  
    1.9  Incentive Options are only exercisable by the delivery to the          
registered office of the Company of a notice in writing. The notice    
         must specify the number of Incentive Options being exercised and       
         must be accompanied by:                                                
         (a)  the option certificate for those Incentive Options, for           
cancellation by the Company; and                                  
         (b)  payment for the Exercise Price for each Share to be issued on     
              exercise of the Incentive Options specified in the notice.        
    The notice is only effective (and only becomes effective) when the          
Company has received value for the full amount of the Exercise Price        
    (for example, if the Exercise Price is paid by cheque, by clearance of      
    that cheque) by the Expiry Date.                                            
    1.10 The Company shall allot the resultant Shares and deliver the           
holding statements within 10 Business Days of the exercise of the      
         Incentive Options.                                                     
    1.11 Incentive Options may be exercised into Shares to be held in the       
         name of the Optionholder`s nominee.                                    
1.12 The Incentive Options are not transferable and it is not intended      
         that an application will be made to ASX for the quotation of the       
         Incentive Options.                                                     
    1.13 Shares allotted pursuant to an exercise of Incentive Options shall     
rank, from the date of allotment, equally with existing Shares of      
         the Company in all respects.                                           
    1.14 The Company shall, in accordance with the Listing Rules, make          
         application to have Shares allotted pursuant to an exercise of         
Incentive Options listed for Official Quotation on the ASX, if the     
         Company is listed on the ASX at the time.                              
    1.15 The Optionholder is not entitled to participate in any new issue of    
         securities to existing holders of Shares in the Company unless the     
Optionholder exercises the Incentive Options before the record date    
         for the determination of entitlements to the new issue of              
         securities and participates as a result of being holders of Shares.    
         The Company must give the Optionholder, in accordance with the         
Listing Rules, notice of any new issue of securities before the        
         record date for determining entitlements to the new issue.             
    1.16 If there is a bonus share issue ("Bonus Issue") to the holders of      
         Shares, the number of Shares over which an Incentive Option is         
exercisable will be increased by the number of Shares which the        
         Optionholder would have received if the Incentive Option had been      
         exercised before the record date for the Bonus Issue ("Bonus           
         Shares").  The Bonus Shares must be paid up by the Company 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 pari passu in       
         all respects with the other shares of that class on issue at the       
         date of issue of the Bonus Shares.                                     
1.17 If there is a pro rata issue (other than a Bonus Issue) to the         
         holders of Shares during the currency of, and prior to the exercise    
         of any Incentive Options, the Exercise Price of an Incentive Option    
         and the number of Shares over which the Incentive Options are          
exercisable will not be adjusted.                                      
    1.18 If, prior to the expiry of any Incentive Options, there is a           
         reorganisation of the issued capital of the Company, then the          
         rights of the Optionholder (including the number of Incentive          
Options to which each a Optionholder is entitled and the Exercise      
         Price) is changed to the extent necessary to comply with the           
         Listing Rules applying to a reorganisation of capital at the time      
         of the reorganisation.                                                 
1.19 The Incentive Options will not give any right to participate in        
         dividends until Shares are allotted pursuant to the exercise of the    
         relevant Incentive Options.                                            
2.   Lapse of Incentive Options                                                 
2.1  Incentive Options not validly exercised on or before the Expiry        
         Date will automatically lapse.                                         
    2.2  If at any time prior to the Expiry Date an Optionholder dies, the      
         deceased Optionholder`s Legal Personal Representative may:             
(a)  elect to be registered as the new holder of the deceased          
              Optionholder`s Incentive Options;                                 
         (b)  whether or not he or she becomes so registered, exercise those    
              Incentive Options in accordance with and subject to these         
terms as if he were the Optionholder of them; and                 
         (c)  if the deceased Optionholder had already given the Company a      
              notice of exercise of his or her Incentive Options, pay the       
              Exercise Price in respect of those Incentive Options.             
2.3  The Incentive Options will immediately lapse if the Optionholder       
         resigns as a director or Company Secretary of the Company, or is       
         removed from the Board of the Company for any reason.                  
Sponsor                                                                         
PricewaterhouseCoopers Corporate Finance (Pty) Ltd                              
02 May 2012                                                                     
Date: 02/05/2012 11:45:01 Supplied by www.sharenet.co.za                     
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