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TAWANA RESOURCES NL - Notice of Annual General Meeting

Release Date: 25/04/2014 12:57:00      Code(s): TAW       PDF(s):  
Notice of Annual General Meeting

Tawana Resources NL
(Incorporated in Australia)
(Registration number ACN 085 166 721)
Share code on the JSE Limited: TAW
ISIN: AU000000TAW7
Share code on the Australian Stock Exchange Limited: TAW
ISIN: AU000000TAW7
(“Tawana” or “the Company”)


Tawana Resources NL
ACN 085 166 721


Notice of Annual General Meeting


Annual General Meeting of Shareholders to be held at 288 Churchill Avenue,
Subiaco, Western Australia at 10.30am on Tuesday, 27 May 2014.


 This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to
           how to vote, they should seek advice from their professional adviser prior to voting.



Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of Tawana Resources NL ACN 085 166
721 (Company) will be held at 288 Churchill Avenue, Subiaco, Western Australia commencing at
10.30am (WST) on Tuesday, 27 May 2014.

Business

1.     Annual Report for year ended 31 December 2013

       To receive and consider the Annual Report of the Company for the year ended 31 December
       2013 which includes the Financial Report of the Company, the Directors’ Report, the
       Remuneration Report and the Auditor’s Report.

2.     Resolution 1 – Adoption of Remuneration Report
       To consider and, if thought fit, pass the following as a non-binding resolution:

              “That, for the purpose of section 250R(2) of the Corporations Act and for all other
              purposes, the Remuneration Report for the year ended 31 December 2013 be adopted.”

       Note: The vote on this resolution is advisory only and does not bind the Directors or the
       Company.

       Voting exclusion
       The Company will disregard any votes cast on Resolution 1:
       (a)     by or on behalf of a member of Key Management Personnel as disclosed in the
               Remuneration Report;
       (b)     by or on behalf of a Closely Related Party of a member of Key Management Personnel;
       and
       (c)     as a proxy by a member of Key Management Personnel or a Closely Related Party,
     unless the vote is cast as proxy for a person entitled to vote in accordance with a direction on the
     proxy form or by the Chairman pursuant to an express authorisation to exercise the proxy.

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 by rotation in accordance with clause 59 of the
           Constitution and who is eligible and offers himself for re-election, be re-elected as a
           Director.”

4.   Resolution 3 – Re-election of Wayne Richards

     To consider and, if thought fit, pass the following resolution as an ordinary resolution:

           “That Wayne Richards, who was appointed as a Director on 15 August 2013 and in
           accordance with clause 57 of the Constitution holds office until this Annual General
           Meeting and who is eligible and offers himself for re-election, be re-elected as a Director.”

5.   Resolution 4 – Ratification of prior issue of Options to Employee

     To consider and, if thought fit, pass the following resolution as an ordinary resolution:

           “That, for the purpose of Listing Rule 7.4 and for all other purposes, the issue of 1,000,000
           Class C Incentive Options to Claire O’Brien as set out in the Explanatory Statement is
           hereby approved and ratified.”

     Voting exclusion
     The Company will disregard any votes cast on Resolution 4 by Claire O’Brien and any of her
     associates.
     However, the Company will not disregard a vote if:
     (a)     it is cast by the person as proxy for a person who is entitled to vote, in accordance with
             directions on the Proxy Form; or
     (b)     it is cast by the Chairman 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 – Ratification of prior issue of Options to Employee

     To consider and, if thought fit, pass the following resolution as an ordinary resolution:

           “That, for the purpose of Listing Rule 7.4 and for all other purposes, the issue of 5,000,000
           Class D Incentive Options to Kevin Peter Patrick Connery as set out in the Explanatory
           Statement is hereby approved and ratified.”

     Voting exclusion
     The Company will disregard any votes cast on Resolution 5 by Kevin Peter Patrick Connery and any
     of his associates.
     However, the Company will not disregard a vote if:
     (a)     it is cast by the person as proxy for a person who is entitled to vote, in accordance with
             directions on the Proxy Form; or
     (b)     it is cast by the Chairman 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 – Ratification of prior issue of Shares under the Placement

      To consider and, if thought fit, pass the following resolution as an ordinary resolution:

            “That, for the purpose of Listing Rule 7.4 and for all other purposes, the issue of 200 million
            Shares to Exempt Investors under the Placement as set out in the Explanatory Statement
            is hereby approved and ratified.”

      Voting exclusion
      The Company will disregard any votes cast on Resolution 6 by a person who participated in the
      issue and any of their associates.
      However, the Company will not disregard a vote if:
      (a)     it is cast by the person as proxy for a person who is entitled to vote, in accordance with
              directions on the Proxy Form; or
      (b)     it is cast by the Chairman 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.

8.    Resolution 7 – Issue of Shares to Wayne Richards

      To consider and, if thought fit, pass the following resolution as an ordinary resolution:

            “That, for the purposes of Listing Rule 10.11, and for all other purposes, approval be given
            for the issue of 2 million Shares to Wayne Richards (and/or his nominee) at an issue price
            of $0.025 each, as set out in the Explanatory Statement.”

      Voting exclusion
      The Company will disregard any votes cast on Resolution 7 by Wayne Richards and any of his
      associates.
      However, the Company will not disregard a vote if:
      (a)     it is cast by the person as proxy for a person who is entitled to vote, in accordance with
              directions on the Proxy Form; or
      (b)     it is cast by the Chairman 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.



9.    Resolution 8 – Adoption of New Constitution

      To consider and, if thought fit, pass the following resolution as a special resolution:

      “That the new Constitution tabled at the Meeting, and signed by the Chairman for the purpose of
      identification, is approved and adopted as the Constitution of the Company, in place of the
      current Constitution, with effect from the close of the Meeting.”


10.   Resolution 9 – Approval of 10% Placement Capacity

      To consider and, if thought fit, to pass the following resolution as a special resolution:

      “That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the
      issue of Equity Securities totaling up to 10% of the issued capital, calculated in accordance with
      the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the
      Explanatory Statement.”
By order of the Board



----------------------------------------------
Winton Willesee
Joint Company Secretary
Tawana Resources NL

17 April 2014



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.

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.

This Explanatory Statement should be read in conjunction with the Notice. Capitalised terms used in this
Notice and Explanatory Statement are defined in the Glossary.

1.        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 Shareholder appoints a body corporate as its proxy and the 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.

          Members of Key Management Personnel and their Closely Related Parties will not be able to
          vote as proxy on Resolutions 1 and 7 unless the Shareholder directs them how to vote or, in the
          case of the Chairman, unless the Shareholder expressly authorises him to do so. If a
          Shareholder intends to appoint a member of Key Management Personnel or their Closely Related
          Parties (other than the Chairman) as its proxy, the Shareholder should ensure that it directs the
          proxy how to vote on Resolutions 1 and 7.

     If a Shareholder intends to appoint the Chairman as its proxy on Resolutions 1 and 7, the
     Shareholder can direct the Chairman how to vote by marking one of the boxes for each of
     Resolutions 1 and 7 (for example, if the Shareholder wishes to vote ‘for’, ‘against’ or to ‘abstain’
     from voting). If a Shareholder does not direct the Chairman how to vote, the Shareholder can
     expressly authorise the Chairman to vote as the Chairman thinks fit on Resolutions 1 and 7 by
     marking the appropriate box on the Proxy Form even though Resolutions 1 and 7 are connected
     to the remuneration of members of Key Management Personnel and even if the Chairman has an
     interest in the outcome of those Resolutions.

     To vote by proxy, please complete and sign the enclosed Proxy Form and send by:

     (a)     post to the Company’s registered office at Suite 25, 145 Stirling Highway, Nedlands,
             Western Australia 6009;

     (b)     facsimile to the Company on (08) 9389 3199; or

     (c)     email to the Company Secretary at winton@azc.com.au,

     so that it is received by no later than 10.30am (WST) on Sunday, 25 May 2014. Proxy Forms
     received later than this time will be invalid.

2.   Voting entitlements

     In accordance with Regulations 7.11.37 and 7.11.38 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 10.30am (WST) on
     Sunday, 25 May 2014. Accordingly, transactions registered after that time will be disregarded in
     determining Shareholder’s entitlement to attend and vote at the Annual General Meeting.

3.   Annual Report for year ended 31 December 2013

     The Corporations Act requires the Annual Report of the Company for the year ended 31
     December 2013, which includes the Financial Report of the Company, the Directors’ Report, the
     Remuneration Report and the Auditor’s Report, to be laid before the Annual General Meeting.
     The financial statements and reports are contained in the Annual Report. Shareholders who
     have elected to receive the Annual Report have been provided with a copy. The 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.

4.   Resolution 1 – Approval of Remuneration Report

     Section 249L(2) of the Corporations Act requires a company to inform shareholders that a
     resolution on the Remuneration Report will be put at the Annual General 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 of 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 Report.

     If at least 25% of the votes on this Resolution are voted against adoption of the Remuneration
     Report at the Annual General Meeting, and then again at the Company’s 2015 annual general
     meeting, the Company will be required to put to Shareholders a resolution proposing the calling of
     an extraordinary general meeting to consider the appointment of the Directors (Spill Resolution).

     If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must
     convene the extraordinary general meeting (Spill Meeting) within 90 days of the Company’s 2015
     annual general meeting. All of the Directors who were in office when the Company’s 2015
     Directors’ report was approved, other than the Managing Director of the Company, will cease to
     hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill
     Meeting. Following the Spill Meeting those persons whose election or re-election is approved will
     be the directors of the Company.

     In accordance with section 250SA of the Corporations Act, the Chairman will provide a reasonable
     opportunity for discussion of the Remuneration Report at the Annual General Meeting.

5.   Resolution 2 – Re-election of Matthew Bowles

     In accordance with clause 59 of the 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 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.

     Matthew Bowles retires by rotation at this Annual General Meeting and, being eligible, offers
     himself for re-election.

     Information in respect 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 a directorship with one other
     ASX-listed company being Alicanto Minerals Limited (ASX: AQI).

     The Board (excluding Mr Bowles) recommends that Shareholders vote in favour of Resolution 2.

6.   Resolution 3 – Re-election of Wayne Richards

     In accordance with clause 57 of the 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.

     Wayne Richards was appointed as a Director on 15 August 2013. Mr Richards retires at this
     Annual General Meeting and, being eligible, offers himself for re-election.

     Information in respect of Mr Richards is set out below:

     Mr Richards has greater than 27 years of mining, mineral processing and corporate financing
     experience within the Resources’ sector, with much of his career spent in senior executive roles.
     He was formerly the Managing Director of Brockman Resources where he built the Executive and
     Management Team and transitioned the Company from an $18 million explorer to a $960 million
     Project Developer. The company was the target of a successful takeover in 2011.

     Prior to that, he held a senior executive position with BHP Billiton’s Iron Ore Division, with
     responsibility for integrating projects across BHP’s three iron ore business sectors – mine, port
     and rail. Mr Richards was the former Project commissioning operations manager for the
     Anaconda Nickel Project (Minara Resources) and has extensive early-stage Project
     development, construction and financing expertise.

     The Board (excluding Mr Richards) recommends that Shareholders vote in favour of Resolution
     3.
7.    Resolution 4 – Ratification of prior issue of Options to Employee

7.1   Background

      Resolution 4 seeks Shareholder ratification to the prior issue of 1,000,000 Class C Incentive
      Options to Claire O’Brien on 12 February 2014. The Class C Incentive Options were issued to
      Ms O’Brien as part of her remuneration package for her employment as Executive Assistant.

7.2   Listing Rule 7.4

      Listing Rule 7.1 provides that, subject to certain exceptions (none of which are relevant in the
      present circumstances), 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 shares on issue at the commencement of
      that 12 month period.

      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 1,000,000 Class C Incentive
      Options for the purpose of satisfying the requirements of Listing Rule 7.4. If Resolution 4 is
      approved, the Class C Incentive Options will not be included in the Company’s 15% calculation
      for the purposes of Listing Rule 7.1.

      The information required to be provided to shareholders to satisfy Listing Rule 7.4 is specified in
      Listing Rule 7.5. In compliance with the information requirements of 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 issue of securities

              12 February 2014.

      (b)     Number of securities issued

              1,000,000.

      (c)     Price at which securities were issued

              The Class C Incentive Options were not issued for cash consideration, but were issued
              as part of Ms O’Brien’s remuneration package.

      (d)     Terms of the securities

              The Class C Incentive Options have an exercise price of $0.039 and an expiry date of 20
              January 2017. The Class C Incentive Options were otherwise issued on the terms and
              conditions set out in Annexure A.

      (e)     Name of the person to whom the securities were issued

              The Class C Incentive Options were issued to Claire O’Brien as part of her remuneration
              package. Ms O’Brien is not a related party of the Company.

      (f)     Intended use of the funds raised

              No funds were raised from the issue of the Class C Incentive Options as they were
              issued to Ms O’Brien as part of her remuneration package. The proceeds from a future
              exercise of the Class C Incentive Options, however, are intended to be applied towards
              meeting working capital requirements of the Company relevant at, or about, the time of
              the exercise of the Class C Incentive Options at the discretion of the Board.

8.    Resolution 5 – Ratification of prior issue of Options to Employee

8.1   Background

      Resolution 5 seeks Shareholder ratification to the prior issue of 5,000,000 Class D Incentive
      Options to Kevin Peter Patrick Connery on 12 February 2014. The Class D Incentive Options
      were issued to Mr Connery as part of his remuneration package for his employment as In-country
      Manager. Mr Connery subsequently ceased employment with the Company during his probation,
      and prior to the vesting of the Class D Incentive Options. Accordingly, these Options were
      forfeited on 6 March 2014.

      Despite the Class D Incentive Options having been forfeited, the prior issue of these Options
      continue to consume part of the Company’s 15% placement capacity pursuant to Listing Rule
      7.1. In order to fully replenish the Company’s 15% placement capacity, the Company seeks
      shareholder approval to ratify the prior issue of the Class D Incentive Options.

8.2   Listing Rule 7.4
      Listing Rule 7.1 provides that, subject to certain exceptions (none of which are relevant in the
      present circumstances), 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 shares on issue at the commencement of
      that 12 month period.

      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 5 proposes the ratification of the allotment and issue of 5,000,000 Class D Incentive
      Options for the purpose of satisfying the requirements of Listing Rule 7.4. If Resolution 5 is
      approved, the Class D Incentive Options will not be included in the Company’s 15% calculation
      for the purposes of Listing Rule 7.1.

      The information required to be provided to shareholders to satisfy Listing Rule 7.4 is specified in
      Listing Rule 7.5. In compliance with the information requirements of Listing Rule 7.5,
      Shareholders are advised of the following particulars in relation to the allotment and issue
      pursuant to Resolution 5:

      (a)     Date of issue of securities

              12 February 2014.

      (b)     Number of securities issued

              5,000,000.

      (c)     Price at which securities were issued

              The Class D Incentive Options were not issued for cash consideration, but were issued
              as part of Mr Connery’s remuneration package.
      (d)     Terms of the securities

              The Class D Incentive Options have an exercise price of $0.042 and an expiry date of 7
              February 2017. The Class D Incentive Options were otherwise issued on the terms and
              conditions set out in Annexure B.

      (e)     Name of the person to whom the securities were issued

              The Class D Incentive Options were issued to Kevin Peter Patrick Connery as part of his
              remuneration package. Mr Connery is not a related party of the Company.

      (f)     Intended use of the funds raised

              No funds were raised from the issue of the Class D Incentive Options as they were
              issued to Mr Connery as part of his remuneration package. Mr Connery subsequently
              ceased employment with the Company prior to the vesting date of the Class D Incentive
              Options and, as a consequence, these Options were forfeited. Accordingly, no proceeds
              can be raised as the Class D Incentive Options can no longer be exercised.

9.    Resolution 6 – Ratification of prior issue of Shares under the Placement

9.1   Background

      On 8 April 2014, the Company announced that it had agreed to issue 200 million Shares to
      existing and new Shareholders under a placement at an issue price of 0.025 each to raise
      approximately 5 million (Placement). The Company issued the Shares on 14 April 2014 under
      its placement capacity in accordance with Listing Rules 7.1 and 7.1A.

      The Company is seeking Shareholder approval to ratify the prior issue of Shares under the
      Placement in accordance with Listing Rule 7.4.

9.2   Listing Rule 7.4
      Listing Rule 7.1 provides that, subject to certain exceptions, 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
      shares on issue at the commencement of that 12 month period.

      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. In addition, prior issues of securities under Listing Rule 7.1A can be ratified under Listing
      Rule 7.4 to replenish a company’s additional 10% placement capacity and enable it to issue
      further securities up to that limit.

      Resolution 6 proposes the ratification of the issue of 200 million Shares under the Placement for
      the purpose of satisfying the requirements of Listing Rule 7.4. If Resolution 6 is approved, the
      Shares will not be included in the Company’s 15% calculation for the purposes of Listing Rule 7.1
      or its 10% calculation for the purposes of Listing Rule 7.1A.

      The information required to be provided to shareholders to satisfy Listing Rule 7.4 is specified in
      Listing Rule 7.5. In compliance with the information requirements of Listing Rule 7.5,
      Shareholders are advised of the following particulars in relation to the allotment and issue
      pursuant to Resolution 6:

      (a)     Date of issue of securities

              14 April 2014.
       (b)     Number of securities issued

               200 million Shares.

       (c)     Price at which securities were issued

               $0.025 per Share.

       (d)     The terms of the securities

               The Shares issued are fully paid ordinary shares in the capital of the Company which
               rank equally in all respects with the Company’s existing Shares.

       (e)     Name of the persons to whom the securities were issued or basis upon which the
               persons were identified

               The Shares were issued to Exempt Investors who were introduced to the Company by
               Canaccord Genuity (Australia) Limited in their capacity as lead manager to the
               Placement. None of these subscribers are related parties of the Company.

       (f)     Intended use of the funds raised

               Funds raised will be used primarily to advance the Pre-Feasibility Study and associated
               engineering/design and resource upgrades for the Company’s Mofe Creek Iron Ore
               project in Liberia, including both an early start-up operational option, and a larger long-
               term production project.

10.    Resolution 7 – Issue of Shares to Wayne Richards

10.1   Background

       In conjunction with its announcement of the Placement on 8 April 2014, the Company advised of
       Executive Chairman, Wayne Richards’ intention to seek shareholder approval to participate in the
       Placement to subscribe for 2 million Shares at an issue price of $0.025 each to raise a further
       $50,000. The issue of Shares to Mr Richards would be on the same terms as the issue of Shares
       to participants under the Placement.

       In addition to raising additional funds, the Company believes that the issue of Shares to Mr
       Richards will benefit the Company by further aligning the interests of Mr Richards with those of
       Shareholders.

       The Company is seeking Shareholder approval to the issue of the Shares in accordance with
       Listing Rule 10.11.

10.2   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.

       As a Director, Mr Richards is a related party of the Company within the meaning specified under
       section 228 of the Corporations Act. Further, the issue of the Shares constitutes a financial
       benefit within the meaning of section 229 of the Corporations Act.

       The Directors consider that the issue of the Shares to Mr Richards under Resolution 7 falls within
       the exception to the requirement for Shareholder approval in section 210 of the Corporations Act
       as they consider that, given the issue is on the same terms as the Placement to non-related
parties, the issue of the Shares is reasonable due to the parties dealing at arm’s length.
Therefore, the Company is not required, and accordingly is not, seeking approval under section
208 of the Corporations Act to permit the issue of the Shares under Resolution 7 to Mr Richards
as a related party of the Company. However, in the interests of ensuring Shareholders have as
much detail in relation to the resolution as possible, the Company has elected to include the
relevant disclosures that would otherwise be required should an approval under section 208 of
the Corporation Act have been sought.

The following information is provided enable Shareholders to assess the merits of Resolution 7:

(a)    Related party to whom the financial benefit is to be given

       Wayne Richards (and/or his nominee).

(b)    Nature of the financial benefit

       The issue of 2 million Shares to Mr Richards at an issue price of $0.025 each.

(c)    Valuation of the financial benefit

       The Shares will have a value of 50,000 based on the issue price of the Shares (being
       $0.025 each) and the amount to be paid by Mr Richards. However, the Shares will have
       a value of $48,000 based on the market price of Shares on the ASX at the close of
       trading on 16 April 2014 (being 0.024 each).

(d)    Current remuneration and interests

       Details of Mr Richards’ current annualised pro-rata remuneration, as well as his security
       interests (both direct and indirect) in the Company as at the date of the Notice are
       outlined below:

                                 Salary/fees p.a.
         Director                     (incl.            Share interests      Option interests
                                 superannuation)
          Wayne Richards             310,000              5,000,000            55,000,000

(e)    Dilution

       If Shares are issued to Mr Richards then the shareholding of existing Shareholders
       would, based on the current issued capital of the Company as at the date of this Notice,
       be diluted by approximately 0.14%.

(f)    Trading history

       As at the date of the Notice, the Company has 1,451,379,043 Shares on issue (excluding
       any Shares to be issued under the Company’s recently announced Share Purchase
       Plan, the outcome of which was not known at the date of this Notice). The highest and
       lowest market sale price of the Shares in the Company during the twelve months
       immediately preceding the date of the Notice was 0.041 on 19 November 2013 and
       $0.005 on 13,14,17 and 28 May 2013.

(g)    Terms of the securities

       The Shares to be issued to Mr Richards will rank equally in all respects with other Shares
       on issue.
       (h)     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 issuing the Shares to Mr Richards.

       (i)     Intended use of funds raised

               The Company intends to use the funds in conjunction with the Placement funds to
               advance the Pre-Feasibility Study and associated engineering/design and resource
               upgrades for the Company’s Mofe Creek Iron Ore project in Liberia, including both an
               early start-up operational option, and a larger long-term production project.

       (j)     Directors’ interests

               Wayne Richards has a direct material interest in the outcome of Resolution 7 as the
               recipient of the Shares. No other Director has a material interest in the outcome of
               Resolution 7.

       (k)     Directors’ recommendations or reasons for declining to make recommendations

               Mr Richards expresses no opinion and makes no recommendation in respect of the issue
               of the Shares to him (and/or his nominee) as he has a material personal interest in the
               outcome of Resolution 7.

              Each of the other Directors recommend that Shareholders vote in favour of the issue of
              the Shares to Mr Richards (and/or his nominee) for the reasons set out in this
              Explanatory Statement and on the basis that, in their opinion, the proposed issue of
              Shares:

              (i)      will raise an additional $50,000 for the Company which can be used to advance
                       its Mofe Creek project;

              (ii)     is fair and reasonable in the circumstances as it is on the same terms as the
                       issue of Shares to non-related parties under the Placement; and

              (iii)    will further align the interests of Mr Richards with those of Shareholders.

       (l)     Other information that is reasonably required by the members

               Other than as set out in this Explanatory Statement, there is no further information that is
               known to the Company or any of the Directors which Shareholders would reasonably
               require in order to decide whether or not it is in the Company’s best interests to pass
               Resolution 7.

10.3   Listing Rule 10.11
       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.

       As a Director, Mr Richards is a related party 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 the Shares to Mr Richards (and/or his nominee) as a related party of the
       Company.

       The issue of the Shares under Resolution 7 will not affect the capacity of the Company to issue
       securities in the next 12 months under Listing Rule 7.1, as those securities (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 Shareholders in relation
       to obtaining approval of Resolution 7:

       (a)     The name of the person

               Wayne Richards (and/or his nominee).

       (b)     Maximum number of securities to be issued

               2 million Shares.

       (c)     Date by which the entity will issue the securities

               The Shares will be issued upon receipt of the subscription amount of $50,000 from Mr
               Richards and, in any event, no later than 1 month after the Annual General Meeting (or
               such later date to the extent permitted by any waiver of the Listing Rules).

       (d)     Relationship that requires Shareholder approval

               Mr Richards is a related party of the Company by virtue of being a Director of the
               Company.

       (e)     Issue price of the securities

               The issue price of the Shares will be $0.025 each.

       (f)     Terms of the issue

               The Shares will be issued to Mr Richards upon receipt of the subscription amount of
               $50,000. The Shares to be issued to Mr Richards will rank equally in all respects with
               other Shares on issue.

       (g)     Intended use of the funds

               The Company intends to use the funds in conjunction with the Placement funds to
               advance the Pre-Feasibility Study and associated engineering/design and resource
               upgrades for the Company’s Mofe Creek Iron Ore project in Liberia, including both an
               early start-up operational option, and a larger long-term production project.

11.    Resolution 8 – Adoption of New Constitution

11.1   Background

       The Company’s Constitution has remained unchanged since 2001. There have been a number of
       developments in corporate governance principles and general corporate and commercial practice
       for ASX companies since that time. The Board wishes to ensure that the Company’s Constitution
       reflects best market practice.

       Resolution 8 seeks shareholder approval for the adoption of a new Constitution. It is proposed
       that the current Company constitution be updated to reflect compliance with current law and to
       contain sufficient flexibility as relevant practices change. The proposed Constitution has been
       approved by ASX as required under ASX Listing Rules.

       Resolution 8 seeks shareholder approval for the adoption of a new Constitution in accordance
       with section 136 of the Corporations Act. Resolution 8 is a special resolution.

       A copy of the proposed Constitution will be sent to any shareholder upon request and will also be
       available for inspection at the Company’s registered office during normal business hours prior to
       the Annual General Meeting and available for inspection at the Annual General Meeting. A copy
       of the proposed Constitution will be available for review on the Company’s website during the
       notice period.

       The Board recommends that shareholders vote in favour of Resolution 8.

       The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 8.

12.    Resolution 9 – Approval of 10% Placement Facility

12.1   Background

       Listing Rule 7.1A enables eligible entities to issue Equity Securities totalling up to 10% of its
       issued share capital through placements over a 12 month period after the entity’s annual general
       meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company's
       15% placement capacity under Listing Rule 7.1.

       An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the
       S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an
       eligible entity.

       The Company is now seeking Shareholder approval by way of a special resolution to have the
       ability to issue Equity Securities under the 10% Placement Facility.

       The exact number of Equity Securities to be issued under the 10% Placement Facility will be
       determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (please refer to
       Section 12.2(c) below).

       The Directors believe that Resolution 9 is in the best interests of the Company and unanimously
       recommend that Shareholders vote in favour of this Resolution.

12.2   Description of Listing Rule 7.1A

       (a)     Shareholder approval

               The ability to issue Equity Securities under the 10% Placement Facility is subject to
               shareholder approval by way of a special resolution at an annual general meeting.

       (b)     Equity Securities

               Any Equity Securities issued under the 10% Placement Facility must be in the same
               class as an existing quoted class of Equity Securities of the Company.

               As at the date of the Notice, the Company has the following Equity Securities on issue:

               (i)     1,451,379,043 Shares; and

               (ii)    116,500,000 Options.

               The total Equity Securities on issue as quoted above does not include any Shares to be
               issued under the Company’s recently announced Share Purchase Plan, the outcome of
               which was not known as at the date of this Notice.

       (c)     Formula for calculating 10% Placement Facility

               Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder
               approval at an annual general meeting may issue or agree to issue, during the 12 month
               period after the date of the annual general meeting, a number of Equity Securities
               calculated in accordance with the following formula:
                                               (A x D) – E

      A       is the number of shares on issue 12 months before the date of issue or
              agreement:

              (A)       plus the number of fully paid shares issued in the 12 months under an
                        exception in Listing Rule 7.2;

              (B)       plus the number of partly paid shares that became fully paid in the 12
                        months;

              (C)       plus the number of fully paid shares issued in the 12 months with
                        approval of holders of shares under Listing Rule 7.1 and 7.4. This does
                        not include an issue of fully paid shares under the entity's 15%
                        placement capacity without shareholder approval;

              (D)       less the number of fully paid shares cancelled in the 12 months.

              Note: A has the same meaning as in Listing Rule 7.1 when calculating an entity's
              15% placement capacity.

      D       is 10%.

      E       is the number of Equity Securities issued or agreed to be issued under Listing
              Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue
              that are not issued with the approval of shareholders under Listing Rule 7.1 or
              7.4.

(d)   Listing Rule 7.1 and Listing Rule 7.1A

      The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to
      the entity's 15% placement capacity under Listing Rule 7.1.

      The actual number of Equity Securities that the Company will have capacity to issue
      under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in
      accordance with the formula prescribed in Listing Rule 7.1A.2 (please refer to Section
      12.21.1(c) above).

(e)   Minimum issue price

      The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than
      75% of the volume weighted average market price of Equity Securities in the same class
      calculated over the 15 trading days immediately before:

      (i)     the date on which the price at which the Equity Securities are to be issued is
              agreed; or

      (ii)    if the Equity Securities are not issued within 5 trading days of the date in Section
              12.21.1(e)(i), the date on which the Equity Securities are issued.

(f)   10% Placement Period

      Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from
      the date of the annual general meeting at which the approval is obtained and expires on
      the earlier to occur of:

      (i)     the date that is 12 months after the date of the annual general meeting at which
              the approval is obtained; or
              (ii)    the date of the approval by shareholders of a transaction under Listing Rules
                      11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of
                      main undertaking),
              or such longer period if allowed by ASX (10% Placement Period).

12.3   Specific information required by Listing Rule 7.3A

       In accordance with Listing Rule 7.3A, the following information is provided to Shareholders in
       relation to the 10% Placement Facility:

       (a)    The Equity Securities will be issued at an issue price of not less than 75% of the volume
              weighted average market price for the Company's Equity Securities over the 15 trading
              days immediately before:

              (i)     the date on which the price at which the Equity Securities are to be issued is
                      agreed; or

              (ii)    if the Equity Securities are not issued within 5 trading days of the date in Section
                      12.3(a)(i), the date on which the Equity Securities are issued.

       (b)    If Resolution 9 is approved by Shareholders and the Company issues Equity Securities
              under the 10% Placement Facility, the existing Shareholders' voting power in the
              Company will be diluted as shown in the below table (in the case of Options, only if the
              Options are exercised). There is a risk that:

              (i)     the market price for the Company's Equity Securities may be significantly lower
                      on the date of the issue of the Equity Securities than on the date of the Annual
                      General Meeting; and

              (ii)    the Equity Securities may be issued at a price that is at a discount to the market
                      price for the Company's Equity Securities on the issue date or the Equity
                      Securities are issued as part of consideration for the acquisition of a new asset,

              which may have an effect on the amount of funds raised by the issue of the Equity
              Securities.

              The table overleaf shows the dilution of existing Shareholders on the basis of the current
              market price of Shares and the current number of ordinary securities for variable "A"
              calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of the
              Notice.

              The table also shows:

              (i)     two examples where variable “A” has increased, by 50% and 100%. Variable “A”
                      is based on the number of ordinary securities the Company has on issue. The
                      number of ordinary securities on issue may increase as a result of issues of
                      ordinary securities that do not require Shareholder approval (for example, a pro
                      rata entitlements issue or scrip issued under a takeover offer) or future specific
                      placements under Listing Rule 7.1 that are approved at a future meetings of
                      Shareholders; and

              (ii)    two examples of where the issue price of ordinary securities has decreased by
                      50% and increased by 50% as against the current market price.
                                                                    Dilution
         Variable A in                          0.012              0.024             0.048
         Listing Rule                        50% decrease       current market     100% increase
            7.1A.2                          in market price          price         in market price
                            10% voting
       Current variable                       145,337,904         145,337,904        145,337,904
                            Dilution
             “A”
        1,453,379,043       Funds
                                               $1,744,055         $3,488,110         $6,976,219
                            raised

       50% increase in      10% voting
                                              218,006,856         218,006,856        218,006,856
       current variable     Dilution
             “A”
                            Funds
        2,180,068,565                          $2,616,082         $5,232,165         $10,464,329
                            raised

       100% increase in     10% voting
                                              290,675,809         290,675,809        290,675,809
        current variable    Dilution
              “A”
                            Funds
         2,906,758,086                         $3,488,110         $6,976,219         $13,952,439
                            raised


      Notes and assumptions:
      1. Variable “A” in the above table is calculated with reference to the total shares on issue
         at the date of this Notice, plus the shares to be issued under Resolution 7 (assuming
         shareholder approval is granted). It does not, however include Shares to be issued
         under the Share Purchase Plan Offer announced to the ASX on 8 April 2014, the
         outcome of which was not known as at the date of this Notice.
      2. The Company issues the maximum number of Equity Securities available under the
         10% Placement Facility.
      3. No Options (including any Options issued under the 10% Placement Facility) are
         exercised into Shares before the date of the issue of the Equity Securities;
      4. The 10% voting dilution reflects the aggregate percentage dilution against the issued
         share capital at the time of issue. This is why the voting dilution is shown in each
         example as 10%.
      5. The table does not show an example of dilution that may be caused to a particular
         Shareholder by reason of placements under the 10% Placement Facility, based on
         that Shareholder’s holding at the date of the Annual General Meeting.
      6. The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A,
         not under the 15% placement capacity under Listing Rule 7.1.
      7. The issue of Equity Securities under the 10% Placement Facility consists only of
         Shares. If the issue of Equity Securities includes Options, it is assumed that those
         Options are exercised into Shares for the purpose of calculating the voting dilution
         effect on existing Shareholders.
      8. The issue price is $0.024, being the closing price of the Shares on ASX on 16 April
         2014.

(c)   The Company will only issue and allot the Equity Securities during the 10% Placement
      Period. The approval under Resolution 9 for the issue of the Equity Securities will cease
      to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2
      (a significant change to the nature or scale of activities or Listing Rule 11.2 (disposal of
      main undertaking).

      The Company may seek to issue the Equity Securities under the 10% Placement Facility
      for the development of its Mofe Creek iron ore project in Liberia, including resource
      upgrade work, further prospect identification and feasibility studies as well as general
      working capital.    The Company may also issue Equity Securities for non-cash
      consideration, such as for the acquisition of new assets or investments. If the Company
      issues Equity Securities for non-cash consideration, the Company will release on
      valuation of the non-cash consideration that demonstrates that the deemed issue price of
      the Equity Securities complies with Listing Rule 7.1A.3.

      The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and
      3.10.5A upon any issue of Equity Securities.

(d)   The Company’s allocation policy is dependent on the prevailing market conditions at the
      time of any proposed issue pursuant to the 10% Placement Facility. The identity of the
      allottees of Equity Securities will be determined on a case-by-case basis having regard to
      factors which include the following:

      (i)     the purpose of the issue;

      (ii)    the methods of raising funds that are available to the Company including, but not
              limited to, rights issue or other issues in which existing Shareholders can
              participate;

      (iii)   the effect of the issue of the Equity Securities on the control of the Company;

      (iv)    the financial situation and solvency of the Company;

      (v)     prevailing market conditions; and

      (vi)    advice from corporate, financial and broking advisers (if applicable).

      The allottees under the 10% Placement Facility have not been determined as at the date
      of the Notice but are likely to be Exempt Investors.

      If the Company is successful in acquiring new resource assets or investments, it is likely
      that the allottees under the 10% Placement Facility will be the vendors of the new
      resource assets or investments.

(e)   The Company obtained approval under ASX Listing Rule 7.1A at its previous annual
      general meeting on 31 May 2013. In accordance with Listing Rule 7.3A.6, since 31 May
      2013, the Company has issued 524,750,000 Shares and 87,500,000 Options which
      represents 66% of the total number of Equity Securities on issue on 31 May 2013. Note
      that this excludes any Shares to be issued under the Company’s recently announced
      Share Purchase Plan, the outcome of which was not known as at the date of this Notice.
      The Equity Securities issued during this time were as follows:
             Quantity
                                                                                        3,4
   Date         &             Recipients                     Details of consideration
                   1,2
             Class
13/08/2013   50,000,00   Sophisticated and          A total cash consideration of $500,000 was
             0 Shares    institutional investors    received upon the exercise of 50,000,000
                         who were introduced        Options (1c, 30 July 2013), each with an
                         to the Company by          exercise price of 1 cent, representing a
                         Canaccord Genuity          discount of 20% to the Market Price of 1.2c on
                         (Australia) Ltd in their   12 August 2013.
                         capacity as
                         underwriter to the
                         option exercise.
18/10/2013   244,000,0   Sophisticated and          A total cash consideration of $2,928,000 was
             00          institutional investors    received (before costs) under a placement to
             Shares      who were introduced        sophisticated and institutional investors. The
                         to the Company by          Shares were issued at 1.2 cents per Share,
                         Canaccord Genuity          which represented a 37% discount to the
                         (Australia) Ltd in their   Market Price of 1.9 cents per Share on 17
                         capacity as lead           October 2013.
                         manager to the
                         Placement.
18/12/2013   Incentive   Directors, Officers        Class A and Class B Incentive Options were
             Options:    and Key                    issued for non-cash consideration in
                         Management                 connection with the remuneration of the
             31,500,00
                         Personnel of the           Company’s directors, officers and key
             0 Class A
                         Company                    management personnel.
             10,000,00
                                                    The Current Value of Class A Incentive
             0 Class B
                                                    Options is approximately 2.2 cents each.
                                                    The Current Value of Class B Incentive
                                                    Options is approximately 2.0 cents each.
18/12/2013   Performa    Nominee of Wayne           Class A, B and C Performance Options were
             nce         Richards                   issued for non-cash consideration to provide a
             Options:                               performance linked incentive component to the
                                                    remuneration of the Company’s Executive
             10,000,00
                                                    Chairman.
             0 Class A
                                                    The Current Value of Class A, B and C
             10,000,00
                                                    Performance Options is approximately 2.5
             0 Class B
                                                    cents each.
             10,000,00
             0 Class C
18/12/2013   5,000,000   Nominee of Wayne           A total cash consideration of $60,000 was
             Shares      Richards                   received following shareholder approval
                                                    allowing Mr Richards to participate in the
                                                    Placement that was completed on 18 October
                                                    2013. The Shares were issued at 1.2 cents
                                                    per Share, which represented a 61% discount
                                                    to the Market Price of 3.1 cents per Share on
                                                    17 December 2013.
18/12/2013     10,000,00   CG Nominees                The Options were issued for non-cash
               0           (Australia) Pty Ltd        consideration as part payment for services
               Placemen                               provided by Canaccord Genuity (Australia) Ltd
               t Options                              in the management of the placement of Shares
                                                      issued on 18 October 2013 (Refer to above).
                                                      The Current Value of the Placement Options is
                                                      approximately 2.2 cents each.
12/02/2014     1,000,000   Claire O’Brien             Class C and Class D Incentive Options were
               Class C     (Employee)                 issued for non-cash consideration in
               Incentive   _________________          connection with the remuneration of the
               Options     _____                      Company’s executive assistant (Ms O’Brien)
                                                      and in-country manager (Mr Connery).
                                                      The Current Value of the Class C Incentive
               5,000,000   Kevin Peter Patrick
                                                      Options is approximately 2.1 cents each.
               Class D     Connery (Former
               Incentive   Employee)                  The Class D Incentive Options were forfeited
               Options                                and are no longer on issue.
6/03/2014      25,000,00   CG Nominees                A total cash consideration of $250,000 was
               0 Shares    (Australia) Pty Ltd        received upon the exercise of 25,000,000
                                                      Options (1c, 8 Mar 2014), each with an
                                                      exercise price of 1 cent, representing a 63%
                                                      discount to the Market Price of 2.7 cents per
                                                      Share on 5 March 2014.

6/03/2014      750,000     Azalea Family              A total cash consideration of $11,250 was
               Shares      Holdings Pty Ltd No        received upon the exercise of 750,000 Class A
                           2 A/C                      Incentive Options (1.5c, 12 Dec 2016), each
                                                      with an exercise price of 1.5 cent, representing
                                                      a 44% discount to the Market Price of 2.7
                                                      cents per Share on 5 March 2014.
14/04/2014     200,000,0   Sophisticated and          A total cash consideration of $5 million was
               00          institutional investors    received (before costs) pursuant to a
               Shares      who were introduced        placement to sophisticated and institutional
                           to the Company by          investors. The Shares were issued at 2.5
                           Canaccord Genuity          cents per Share, which represented a nil
                           (Australia) Ltd in their   discount to the Market Price of 2.5 cents per
                           capacity as lead           Share on 11 April 2014.
                           manager to the
                           Placement
      Notes and assumptions:
      1.   All Shares issued during the 12 months preceding the date of this Meeting were fully
           paid ordinary shares in the capital of the Company issued on the same terms and
           conditions as the Company’s existing Shares.
      2.   A summary of the terms and conditions of all Options issued during the 12 months
           preceding the date of this Meeting are as follows:

                                Exercise
           Option Class                       Expiry Date              Further Details
                                 Price
       Class               A   0.01 cents       31 Aug
       Performance                               2014

       Class               B   0.01 cents       31 Aug
       Performance                               2015
       Class               C   0.01 cents       31 Aug       Refer to the Notice of Meeting
       Performance                               2016        dated 4 November 2013 and
       Placement Options        1.8 cents       12 Dec       announced to the ASX on 7
                                                 2016        November 2013.

       Class A Incentive        1.5 cents       12 Dec
                                                 2016
       Class B Incentive        4.6 cents       12 Dec
                                                 2016

       Class C Incentive        3.9 cents     20 Jan 2017    Refer to Annexure A.

       Class D Incentive        4.2 cents     7 Feb 2017     Refer to Annexure B.
                                                             Note, however that these options
                                                             were forfeited and are no longer on
                                                             issue.

      3.   Market Price means the closing price on ASX (excluding special crossings, overnight
           sales and exchange traded option exercises). For the purposes of this table the
           discount is calculated on the Market Price on the trading day prior to the date of issue
           of the relevant Equity Securities.
      4.   The Current Value of unlisted options issued for non-cash consideration in the 12
           months preceding this Meeting is calculated with reference to the Black-Scholes
           Model, under the following assumptions:
            (i) A share price of 2.5 cents, being the closing share price at 8 April 2014.
            (ii) A risk free interest rate of 2.50%.
            (iii) A volatility rate of 175%.
            (iv) No discount for non-transferability.
            (v) No discount to reflect the requirement to meet any applicable vesting criteria.
            (vi) The underlying shares do not currently pay a dividend.
      5.   Use of Funds: During the 12 months preceding the date of this Meeting, the
           Company received a total cash consideration of $8,749,250 from the issue of Equity
           Securities, of which 5% was used to fund the costs of the various capital raisings
           undertaken by the Company during the period, 20% was used to fund the
           development of the Mofe Creek project, including resource drilling and the initiation of
           a pre-feasibility scoping study, 22% was used to fund the corporate costs of the
           Company and for general working capital purposes. The remaining 53% remains
           unspent as at the date of the Notice and will be used to advance the Pre-Feasibility
           Study and associated engineering/design and resource upgrades for the Company’s
           Mofe Creek Iron Ore project in Liberia, including both an early start-up operational
           option, and a larger long-term production project, as well as to fund the administration
           and general working capital of the Company.



(f)   A voting exclusion statement is included in the Notice. At the date of the Notice, the
      Company has not approached any particular existing Shareholder or security holder or an
      identifiable class of existing security holder to participate in the issue of the Equity
                Securities. No existing Shareholder's votes will therefore be excluded under the voting
                exclusion in the Notice.


Glossary

In this Notice and Explanatory Statement, the following terms have the following meanings:

10% Placement Facility                      has the meaning given in Section 12.1.

10% Placement Period                        has the meaning given in Section 12.2(f).

Annual Report                               the annual report of the Company for the financial year
                                            ended 31 December 2013.

Annexure                                    an annexure to the Explanatory Statement.

Annual General Meeting                      the annual general meeting convened by this Notice.

ASIC                                        the Australian Securities and Investments Commission.

ASX                                         ASX Limited ACN 008 624 691 or the Australian Securities
                                            Exchange, as the context requires.

Board                                       the board of Directors.

Chairman                                    the chairman of the Annual General Meeting.

Class C Incentive Options                   options previously issued to parties on the terms set out in
                                            Annexure A.

Class D Incentive Options                   options previously issued to parties on the terms set out in
                                            Annexure B.

Closely Related Party                       a closely related party of a member of Key Management
                                            Personnel as defined in the Corporations Act, being:

                                            (a)   a spouse or child of the member;
                                            (b)   a child of that member’s spouse;
                                            (c)   a dependent 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 Secretary                           a company secretary of the Company.

Constitution                                the constitution of the Company.

Company                                     Tawana Resources NL ACN 085 166 721.

Corporations Act                            Corporations Act 2001 (Cth).

Director                                    a director of the Company.

Equity Securities                           has the meaning given in the Listing Rules.
Exempt Investor            an investor to whom securities may be offered by the
                           Company without disclosure under sections 708(8), 708(10)
                           (sophisticated investors) or 708(11) (professional investors)
                           of the Corporations Act.

Explanatory Statement      the explanatory statement incorporated in the Notice.

Key Management Personnel   the key management personnel of the Company as defined
                           in 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 ASX Listing Rules published and distributed by ASX.

Notice                     the notice of annual general meeting incorporating the
                           Explanatory Statement.

Proxy Form                 the proxy form attached to the Notice.

Option                     an option to acquire a Share.

Optionholder               a holder of Options.

Remuneration Report        the section of the Annual Report titled “Remuneration
                           Report”.

Resolution                 a resolution contained in the Notice.

Section                    a section contained in the Explanatory Statement.

Share                      a fully paid ordinary share in the capital of the Company.

Share Purchase Plan        the share purchase plan proposed to be issued by the
                           Company on or about 13 May 2014 in accordance with ASIC
                           Regulatory Guide 125.

Shareholder                a holder of Shares.

WST                        Western Standard Time, being the time in Perth, Western
                           Australia.
Annexure A – Class C Incentive Options

1.    General

1.2   No monies will be payable for the issue of the Incentive Options.

1.3   Each Incentive Option shall carry the right, subject to any Shareholder approval required under the
      Corporations Act or the Listing Rules, to subscribe for one fully paid ordinary share in the capital of
      the Company (Share).

1.4   Subject to these terms, the Incentive Options will automatically vest upon the completion of one
      consecutive year of full time employment with the Company (Vesting Date) and are exercisable at
      any time after the Vesting Date until 20 January 2017 (Expiry Date).

1.5   The Options are forfeited if the Incentive Optionholder’s employment with the Company ceases
      prior to the Options vesting.

1.6   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 (Incentive
      Optionholder) to the balance of the Incentive Options held by the Incentive Optionholder.

1.7   The exercise price of each Class C Incentive Option is AU$0.039, being the 5 day VWAP of
      Shares traded on the ASX as at 20 January 2014 (Exercise Price).

1.8   The Exercise Price for the Incentive Options shall be payable in full on exercise of those Incentive
      Options.

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

      (a)   payment of 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 Incentive
     Optionholder's nominee.

1.12 The Incentive Options are transferable with Board approval. 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 Incentive Optionholder is not entitled to participate in any new issue of securities to existing
     holders of Shares in the Company unless the Incentive 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 a holder of Shares. The Company must give the Incentive
      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
     Incentive 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,
     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 Incentive Optionholder (including the number of Incentive Options
     to which each Incentive 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 Incentive Optionholder dies, the deceased Incentive
      Optionholder's legal personal representative may:

      (a)    elect to be registered as the new holder of the deceased Incentive 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 Incentive Optionholder of them;
             and

      (c)    if the deceased Incentive 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   Subject to clause 2.4, and notwithstanding that the Board has discretion to waive this accelerated
      lapsing provision, in the event that the Incentive Optionholder resigns as an employee of the
      Company, or is terminated by the Company for any reason, the Incentive Options shall lapse 28
      days following the resignation or removal.

2.4   Clause 2.3 does not apply if any of the following change of control events occur subsequent to the
      grant of the Options but prior to the cessation of the Incentive Optionholder’s engagement with the
      Company:

      (a)    a party acquires a relevant interest in more than 50% of the Shares in the Company under a
             scheme of arrangement between the Company and its creditors or members or any class
             thereof pursuant to section 411 of the Corporations Act;

      (b)    a party acquires a relevant interest in more than 50% of the Company's ordinary Shares
             pursuant to a takeover bid; or
      (c)   a person or a group of associated persons becomes entitled to sufficient Shares to give it or
            them the ability, in general meeting, to replace all or a majority of the Board and such changes
            to the Board are implemented.

      Should any of the above change of control events occur subsequent to the grant of the Options but
      prior to the cessation of the Incentive Optionholder’s engagement with the Company, the Options
      will not lapse within 28 days of the date of cessation of the Incentive Optionholder’s engagement
      with the Company and the respective Expiry Date referred to in clause 1.3 will apply.

Annexure B – Class D Incentive Options

1.    General

1.1   No monies will be payable for the issue of the Incentive Options.

1.2   Each Incentive Option shall carry the right, subject to any Shareholder approval required under the
      Corporations Act or the Listing Rules, to subscribe for one fully paid ordinary share in the capital of
      the Company (Share).

1.3   Subject to these terms, the Incentive Options will automatically vest upon the completion of two
      consecutive years of full time employment with the Company (Vesting Date) and are exercisable
      at any time after the Vesting Date until 7 February 2017 (Expiry Date).

1.4   The Options are forfeited if the Incentive Optionholder’s employment with the Company ceases
      prior to the Options vesting.

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 (Incentive
      Optionholder) to the balance of the Incentive Options held by the Incentive Optionholder.

1.6   The exercise price of each Class D Incentive Option is AU$0.042, being 135% of the 5 day VWAP
      of Shares traded on the ASX as at 7 February 2014 (Exercise Price).

1.7   The Exercise Price for the Incentive Options shall be payable in full on exercise of those Incentive
      Options.

1.8   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 of 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.

1.9   The Company shall allot the resultant Shares and deliver the holding statements within 10
      Business Days of the exercise of the Incentive Options.

1.10 Incentive Options may be exercised into Shares to be held in the name of the Incentive
     Optionholder's nominee.

1.11 The Incentive Options are transferable with Board approval. It is not intended that an application
     will be made to ASX for the quotation of the Incentive Options.
1.12 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.

1.13 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.

1.14 The Incentive Optionholder is not entitled to participate in any new issue of securities to existing
     holders of Shares in the Company unless the Incentive 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 a holder of Shares. The Company must give the Incentive
     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.

1.15 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
     Incentive 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.

1.16 If there is a pro rata issue (other than a Bonus Issue) to the holders of Shares during the currency,
     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.

1.17 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 Incentive Optionholder (including the number of Incentive Options
     to which each Incentive 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.

1.18 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 Incentive Optionholder dies, the deceased Incentive
      Optionholder's legal personal representative may:

      (a)    elect to be registered as the new holder of the deceased Incentive 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 Incentive Optionholder of them;
             and

      (c)    if the deceased Incentive 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   Subject to clause 2.4, and notwithstanding that the Board has discretion to waive this accelerated
      lapsing provision, in the event that the Incentive Optionholder resigns as an employee of the
      Company, or is terminated by the Company for any reason, the Incentive Options shall lapse 28
      days following the resignation or removal.

2.4   Clause 2.3 does not apply if any of the following change of control events occur subsequent to the
      grant of the Options but prior to the cessation of the Incentive Optionholder’s engagement with the
      Company:
(a)    a party acquires a relevant interest in more than 50% of the Shares in the Company under a
       scheme of arrangement between the Company and its creditors or members or any class
       thereof pursuant to section 411 of the Corporations Act;

(b)    a party acquires a relevant interest in more than 50% of the Company's ordinary Shares
       pursuant to a takeover bid; or

(c)    a person or a group of associated persons becomes entitled to sufficient Shares to give it or
       them the ability, in general meeting, to replace all or a majority of the Board and such
       changes to the Board are implemented.

Should any of the above change of control events occur subsequent to the grant of the Options but
prior to the cessation of the Incentive Optionholder’s engagement with the Company, the Options
will not lapse within 28 days of the date of cessation of the Incentive Optionholder’s engagement
with the Company and the respective Expiry Date referred to in clause 1.3 will apply.



Tawana Resources NL

ACN 085 166 721

Proxy Form



I/We



Of

 being a member of Tawana Resources NL ACN 085 166 721 entitled to attend and vote at the
Annual

 General Meeting, hereby

Appoint

 Name of Proxy



OR                   the Chairman of the Annual General Meeting as your proxy



or failing the person so named or, if no person is named, the Chairman of the Annual General
Meeting, or the Chairman’s nominee, to vote in accordance with the following directions, or, if no
directions have been given, and subject to the relevant laws as the proxy sees fit, at the Annual
General Meeting to be held at 10.30am (WST) on Tuesday, 27 May 2014 at 288 Churchill Avenue,
Subiaco, Western Australia, and at any adjournment thereof.



Important for Resolutions 1 and 7 if the Chairman is your proxy or is appointed as your
proxy by default.
By marking the box in this section, you are expressly authorising the Chairman to vote in
accordance with the Chairman’s voting intentions on Resolutions 1 and 7. If you do not mark this
box, and you have not directed your proxy how to vote on Resolutions 1 and 7, the Chairman will
not cast your votes on Resolutions 1 and 7 and your votes will not be counted in calculating the
required majority if a poll is called on those Resolutions. If the Chairman is your proxy you can
direct the Chairman how to vote by either marking the boxes in the section below (for example, if
you wish to vote ‘against’ or ‘abstain’ from voting) or by marking this box (in which case the
Chairman will vote in favour of Resolutions 1 and 7).

I/We acknowledge that the Chairman may exercise my/our proxy even though Resolutions 1 and 7
are connected directly or indirectly with the remuneration of a member of Key Management
Personnel or their Closely Related Parties and even if the Chairman has an interest in the outcome
of Resolutions 1 and 7 and that votes cast by the Chairman, other than as proxy holder, would be
disregarded because of that interest.

The Chairman intends to vote all available proxies in favour of all Resolutions.

OR

Voting on Business of the Annual General Meeting                            For      Against   Abstain


Resolution 1     Adoption of Remuneration Report

Resolution 2     Re-election of Matthew Bowles

Resolution 3     Re-election of Wayne Richards

Resolution 4     Ratification of prior issue of Options to Claire O’Brien

Resolution 5    Ratification of prior issue of Options to Kevin Peter
Patrick Connery

Resolution 6     Ratification of prior issue of Shares under the
Placement

Resolution 7     Issue of Shares to Wayne Richards

Resolution 8     Approval of New Constitution

Resolution 9     Approval of 10% Placement Facility

Note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to
vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in
computing the required majority.



If two proxies are being appointed, the proportion of voting rights this proxy represents is
_________%



Signature of Member(s):           Date:



Individual or Member 1 Member 2            Member 3
Sole Director/Company Secretary           Director           Director/Company Secretary




Contact Name: Contact Ph (daytime):



Instructions for 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

You are entitled to appoint no more than two proxies to attend and vote on a poll on your behalf.
The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where
more than one proxy is appointed, such proxy must be allocated a proportion of your voting rights.
If you appoint two proxies and the appointment does not specify this proportion, each proxy may
exercise half of your votes.

If you wish to appoint the Chairman of the Annual General Meeting as your proxy, please mark the
box. If you leave this section blank or your named proxy does not attend the Annual General
Meeting, the Chairman will be your proxy. A proxy need not be a Shareholder.

     3     Voting on Resolutions

You may direct a proxy how to vote by marking one of the boxes opposite each item of business.
Where a box is not marked the proxy may vote as they choose. Where more than one box is
marked on an item your vote will be invalid on that item.

     4     Signing instructions

You must sign this form as follows in the spaces provided:

                   (a) (Individual) Where the holding is in one name, the holder must sign.

                   (b) (Joint holding) Where the holding is in more than one name, all of the
                       shareholders should sign.

                   (c) (Power of Attorney) If you have not already lodged the Power of Attorney
                       with the Company’s share registry, please attach a certified photocopy of
                       the Power of Attorney to this form when you return it.

                   (d) (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) does not have
                       a company secretary, as 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.

       5    Return of a Proxy Form

To vote by proxy, please complete and sign the enclosed Proxy Form (and any Power of Attorney
and/or second Proxy Form) and return by:

 (a)       mail to the Company’s registered office at Suite 25, 145 Stirling Highway, Nedlands,
           Western Australia 6009;

 (b)       facsimile to the Company on facsimile number +61 8 9389 3199; or

 (c)       email to the Company Secretary at winton@azc.com.au.

so that it is received by no later than 10.30pm (WST) on Sunday, 25 May 2014. Proxy Forms
received later than this time will be invalid.

25 April 2014

Sponsor

PricewaterhouseCoopers Corporate Finance (Pty) Ltd

Date: 25/04/2014 12:57:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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