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TAWANA RESOURCES NL - Notice of General Meeting and Form of Proxy

Release Date: 15/01/2015 09:52:00      Code(s): TAW       PDF(s):  
Notice of General Meeting and Form of Proxy

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

                          Tawana Resources NL
                            ACN 085 166 721

                      Notice of General Meeting

General Meeting of Shareholder to be held at 288 Churchhill Avenue,
Subiaco, Western Australia at 9:00 (WST) on 18 February 2015.

Important
This Notice of 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 General Meeting

Notice is given that a 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 9:00am (WST) on 18 February 2015.

Business
Resolution 1 – Issue of Performance Options to Wayne Richards

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

“That for the purposes of section 208 of the Corporations Act and Listing Rule
10.11, and for all other purposes, approval be given for the issue of 10,000,000
Class D Performance Options, 10,000,000 Class E Performance Options and
10,000,000 Class F Performance Options to Wayne Richards or his nominee in
accordance with his employment agreement with the Company, as set out in the
Explanatory Statement.”

       Voting exclusion

       The Company will disregard any votes cast on Resolution 1 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.

By order of the Board


__________________________
Michael Naylor
Company Secretary
Tawana Resources NL

14 January 2015


Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders
in relation to the business to be conducted at the Company’s General Meeting.

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 Resolution in the accompanying Notice.

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

1.     Proxies

       Please note that:

       (a)    a Shareholder entitled to attend and vote at the General Meeting is
              entitled to appoint a proxy;

       (b)    a proxy need not be a member of the Company;

       (c)    a Shareholder may appoint a body corporate or an individual as its
              proxy;

       (d)    a body corporate appointed as a Shareholder’s proxy may appoint
              an individual as its representative to exercise any of the powers that
              the body may exercise as the Shareholder’s proxy; and

       (e)    Shareholders entitled to cast two or more votes may appoint two
              proxies and may specify the proportion or number of votes each
              proxy is appointed to exercise, but where the proportion or number is
              not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and
lodging Proxy Forms. If a 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 in advance
of the General Meeting or handed in at the General Meeting when registering as a
corporate representative.

If a Shareholder intends to appoint the Chairman as its proxy on Resolution 1 the
Shareholder can direct the Chairman how to vote by marking the box on the
Resolution (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 Resolution 1 by marking the appropriate box on the Proxy Form even
though the Chairman may have an interest in the outcome of Resolution 1.

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

       (a)    post to the Company’s registered office at 288 Churchill Avenue,
              Subiaco, Western Australia 6008; or

       (b)    email to the Company Secretary at michael.naylor@tawana.com.au

       so that it is received by no later than 9:00am (WST) on 16 February 2015.
       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 General Meeting will be the entitlement of that
       person set out in the register of Shareholders as at 9.00am (WST) on 16
       February 2015. Accordingly, transactions registered after that time will be
       disregarded in determining Shareholder’s entitlement to attend and vote at
       the General Meeting.

Resolution 1 – Issue of Performance Options to Wayne Richards

3.1    Background

As announced on 11 December 2015, the Company made a number of Board and
executive management changes which included Wayne Richards being appointed
as the Chief Executive Officer (“CEO”) in addition to his current role as Executive
Chairman effective 1 January 2015.

In response to the Board and executive management changes and the current
market conditions, the Company reviewed the remuneration structure of Mr
Richards in consideration of his increased role and levels of responsibilities as CEO
and Executive Chairman. Whilst this review was taking place, Mr Richards agreed
to cancel his Class B and Class C Performance Options as approved by
Shareholders at a General Meeting held on 12 December 2013.

The Company subsequently entered into a revised employment agreement with Mr
Richards in relation to his additional role as CEO. Under the employment
agreement, Mr Richards is entitled to a base salary of $300,000 per annum
(inclusive of superannuation) and directors fees of $60,000 (inclusive of
superannuation). In addition, the Company has agreed, subject to Shareholder
approval, to issue the following securities to Mr Richards as part of his
remuneration package:

Security                   Number       Vesting               Expiry date    Exercise price

Class D Performance      10,000,000     Upon                  30 August      $0.0001 each
Options                                 satisfaction of         2015
                                        the performance
                                        criteria set out in
                                        Annexure A

Class E Performance      10,000,000     Upon                  30 August      $0.0001 each
Options                                 satisfaction of         2016
                                        the performance
                                        criteria set out in
                                        Annexure A

Class F Performance      10,000,000     Upon                  30 August      $0.0001 each
Options                                 satisfaction of         2017
                                        the performance
                                        criteria set out in
                                        Annexure A


The Company believes that these securities provide a means by which the
Company can reward Mr Richards for signing on to his new position and also
provide a cost effective performance-based incentive to Mr Richards in his new
role. The Performance Options are structured in a manner to incentivise the longer-
term tenure and retention of Mr Richards. The Directors consider it prudent to
remunerate by way of securities so as to preserve the cash reserves of the
Company.

The benefit from the Performance Options will only be received if the Company
satisfies certain performance targets and Mr Richards pays the relevant exercise
price.

The Company is seeking Shareholder approval to the issue of the Performance
Options in accordance with section 208 of the Corporations Act and Listing Rule
10.11.

3.2    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 provision of the
Performance Options constitutes a financial benefit within the meaning of section
229 of the Corporations Act. Accordingly, Shareholder approval is sought under
section 208 of the Corporations Act to permit the issue of the Performance Options
under Resolution 1 to Mr Richards as a related party of the Company.

As required by section 219 of the Corporations Act, the following information is
provided in relation to Resolution 1:

(a)   Related party to whom the financial benefits are to be given

       Wayne Richards (and/or his nominee).

(b)   Nature of the financial benefits

       The issue of 10,000,000 Class D Performance Options, 10,000,000 Class E
       Performance Options, 10,000,000 Class F Performance Options to Mr
       Richards. The Performance Options will be issued on the terms set out in
       Annexure A.

(c)   Valuation of the financial benefits

       The Company has engaged Stantons International to prepare independent
       valuations of the Performance Options.

       Performance Options

       The Black-Scholes option pricing model has been applied in providing
       valuation information in respect to the Performance Options to be issued to
       Mr Richards. Stantons International has determined that each Performance
       Option has an implied value of $0.009013 for the Class D Performance
       Options, $0.009073 for the Class E Performance Options and $0.009176 for
       the Class F Performance Options. Accordingly, the aggregate implied value
       of the Performance Options to be issued to Mr Richards is $272,620.

       The following variables and assumptions were used in the valuation:

       (i)     A Share price of $0.010 (assumed closing price on the day of the
                General Meeting being the market price on ASX on 15 December
                2014).

       (ii)    A risk free interest rate of 2.31% (assumed on the day of the General
                Meeting).


       (iii)   Respective expiry dates of 30 August 2015, 30 August 2016 and 30
                August 2017.

       (iv)    An exercise price of $0.0001 each.

       (v)     Volatility of 100%.

       (vi)    No discount for non-transferability.

       (vii)   The underlying Shares do not currently pay a dividend.

       (viii)   In accordance with the relevant accounting standards no
                discount has been applied to reflect the requirements to meet
                the vesting conditions before the Performance Options vest.

(d)   Current remuneration and security 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:

Director                    Salary/fees                  Security interests

Wayne Richards             $360,000 per         15,000,000 Fully Paid Ordinary Shares
                          annum (including
                          superannuation)       25,000,000 Class A Incentive Options
                          



(e)   Dilution

       Performance Options

       If all of the Performance Options issued under Resolution 1 were converted
       into Shares, and no other Shares were issued by the Company, the
       shareholding of existing Shareholders would, based on the current issued
       capital of the Company, be diluted by approximately 2.03%.

(f)   Accounting

       The Company’s adoption of Australian equivalents to International Financial
       Reporting Standards for reporting periods means that, under AASB2 Share-
       based Payment, equity-based compensation (such as the Performance
       Options under Resolution 1) will be recognised as an expense in respect of
       the services received.

(g)   Trading history

       As at the date of the Notice, the Company had 1,475,250,387 Shares on
       issue. The highest and lowest market sale price of the Shares in the
       Company during the twelve months immediately preceding the date of the
       Notice was $0.037 on 23 January 2014 and $0.007 on 31 December 2014.
       The closing market sale price of the Company’s Shares on the ASX on 12
       January 2015 was $0.010.

As at the date of the Notice, the Company had the following unlisted Options on
issue:
       Grant date        Expiry date       Exercise price          Number
       28 May and        30 April 2015         $0.036             26,500,000
      27 June 2012
      10 Nov 2011        10 Nov 2015           $0.05               1,250,000
      18 Dec 2013        12 Dec 2016           $0.015             30,000,000
      18 Dec 2013        12 Dec 2016           $0.046             10,000,000
      18 Dec 2013        12 Dec 2016           $0.018             10,000,000
      12 Feb 2014        20 Jan 2017           $0.039              1,000,000
                                                                  78,750,000


(h)     Terms of securities

         The terms of the Performance Options are set out in Annexure A.

(i)     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 Performance
         Options.

(j)     Intended use of funds raised

         There will be no funds raised in connection with the issue of the
         Performance Options under Resolution 1 as they are to be issued as part of
         Mr Richards’ remuneration package under his employment contract. The
         proceeds from a future exercise of the Performance Options are intended to
         be applied towards meeting the working capital requirements of the
         Company.

(k)     Directors’ interests

         Mr Richards has a material personal interest in the outcome of Resolution 1
         as the recipient of the Performance Option. No other Director has a
         material personal interest in the outcome of Resolution 1.

(l)     Directors’ recommendations

         Mr Richards expresses no opinion and makes no recommendation in
         respect of the issue of the Performance Options to him as he has a material
         personal interest in the outcome of Resolution 1.

         Each of the other Directors recommends that Shareholders vote in favour of
         the issue of the Performance Options to Mr Richards for the reasons set out
         in the Explanatory Statement and on the basis that, in their opinion, the
         proposed issue of Performance Options:
              (i) provides a long-term incentive to Mr Richards linked to the future
                      success of the Company;

              (ii) is a fair and reasonable alternative to additional cash
                        remuneration; and

              (iii)is necessary to reflect remuneration benefits payable to directors
                        of other companies operating in the Company’s industry and
                        in an international business environment.

(m)   Other information

       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 1.


3.3    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 Performance
       Options under Resolution 1 to Mr Richards as a related party of the
       Company.

       The issue of the Performance Options under Resolution 1 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.
      As required by Listing Rule 10.13, the following information is provided in
      relation to Resolutions 1:

(a)    Name of the person

       Wayne Richards (and/or his nominee).

(b)    Maximum number of securities to be issued

       10,000,000 Class D Performance Options, 10,000,000 Class                 E
       Performance Options, 10,000,000 Class F Performance Options.

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

       The Performance Options will be issued as soon as practicable after the
       General Meeting and, in any event, no later than 1 month after the 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 Performance Options will be issued without payment of cash
       consideration as they are being issued as part of Mr Richards’
       remuneration package under his employment contract.

(f)    Terms of the issue

       The terms of the Performance Options are set out in Annexure A.

(g)    Intended use of the funds raised

       There will be no funds raised in connection with the issue of the
       Performance Options under Resolution 1 as they are to be issued as part
       of Mr Richards’ remuneration package under his employment contract.
       The proceeds from a future exercise of the Performance Options,
       however, are intended to be applied towards meeting the working capital
       requirements of the Company.

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

Annexure                              an annexure to the Explanatory Statement.

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 chair of the General Meeting.

Class D Performance Option            an Option on the terms set out in
                                      Annexure A.

Class E Performance Option            an Option on the terms set out in
                                      Annexure A.

Class F Performance Option            an Option on the terms set out in
                                      Annexure A.

Company Secretary                     the company secretary of the Company.

Company                               Tawana Resources NL ACN 085 166 721.

Corporations Act                      Corporations Act 2001 (Cth).

Director                              a director of the Company.

Explanatory Statement                 the explanatory statement incorporated in
                                      the Notice.

General Meeting                       the general meeting convened by the
                                      Notice.

Listing Rules                         the ASX Listing Rules published and
                                      distributed by ASX.

Notice                                the notice of general meeting incorporating
                                      the Explanatory Statement.

Performance Option                    an Option on the terms set out in
                                      Annexure A.

Proxy Form                            the proxy form attached to the Notice.

Option                                an option to acquire a Share.
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.

Shareholder                             a holder of a Share.

WST                                     Western Standard Time, being the time in
                                        Perth, Western Australia.

Annexure A – Performance Options

   (a) (Performance Options) Each Performance Option is an option to acquire
       an ordinary share in the capital of Tawana Resources NL (Company).

   (b) (Exercise Price) The exercise price of each Performance Option is $0.0001
       however the Performance Options are not exercisable until they have
       vested.

   (c) (Number of Performance Options) Each tranche of Performance Options
       will be representative of 10 million Options.

   (d) (General meetings) The Performance Options shall not confer on the
       holder (Holder) the right to receive notices of general meetings and
       financial reports and accounts of the Company that are circulated to holders
       of fully paid ordinary shares in the capital of the Company (Shareholders).
       Holders have the right to attend general meetings of Shareholders.

   (e) (No voting rights) The Performance Options do not entitle the Holder to
       vote on any resolutions proposed at a general meeting of Shareholders.

   (f) (No dividend rights) The Performance Options do not entitle the Holder to
       any dividends.

   (g) (Rights on winding up) The Performance Options will not participate in the
       surplus profits or assets of the Company upon winding up of the Company.

   (h) (Not transferable) The Performance Options are not transferable.

   (i) Reorganisation of capital) If at any time the issued capital of the
       Company is reconstructed, all rights of a Holder will be changed to the
       extent necessary to comply with the applicable Listing Rules at the time of
       reorganisation.

   (j) Application to ASX) The Performance Options will not be quoted on ASX.
       However, upon conversion of the Performance Options into fully paid
       ordinary shares (Shares), the Company must within 10 Business Days after
       the conversion, apply for the official quotation of the Shares arising from the
       conversion on ASX.

   (k) (Participation in entitlements and bonus issues) Holders of Performance
        Options will not be entitled to participate in new issues of capital offered to
        Shareholders such as bonus issues and entitlement issues.

   (l) (No other rights) The Performance Options give the Holders no rights
        other than those expressly provided by these terms and those provided at
        law where such rights at law cannot be excluded by these terms.

   (m) (Board Discretion) The Board of Directors have the right to amend the
        criteria associated with Milestones, if the KPI’s are no longer reflective of
        the strategic direction or intention of the Company, subject to the Company
        complying with the ASX Listing Rules (as appropriate). The Board of
        Directors cannot change the exercise price, exercise period, or number of
        underlying securities to be received upon exercise of the Performance
        Options.

(n) (Vesting on achievement of milestones)

   Vesting of the following types of Performance Options is subject to the
   following milestones:

   (i)     Class D Performance Options (10,000,000)

           The Class D Performance Options will vest upon achievement of the
           following milestones (the Class D Performance Options Milestone)
           on or before 30 August 2015:

           (A)      Progression of the Pre-Feasibility Study (PFS) in accordance
                    with the strategic direction of the Company, (acknowledging
                    the current delay in progressing the PFS due to the Ebola
                    outbreak, the declaration of a State of Emergency, and the
                    Declaration of Force Majeure on August 12 2014.

           (B)      Finalisation of the preferred Mofe Creek logistics business
                    solution, for the PFS study including, but not limited to, ore
                    trucking solutions, port storage and loading facilities, barging
                    and transhipment requirements and marketing preferences.

           (C)      Formulation and negotiation of the Mineral Development
                    Agreement (MDA) and progression of the Environmental and
                    Social Impact Assessment (ESIA) baseline process in
                    preparation for compiling an Environmental Impact
                    Assessment (EIA) document.
           (D)      Finalisation of the processing plant design criteria, including
                    flowsheet, Process Flow Diagrams and equipment design
                    and selection, for a PFS level of Project execution.

           (E)      Completion of a strategic business plan outlining the plant
                    throughput capacity, Project ramp-up, LOM plans and
                    duration, along with Project financials (NPV, IRR, DCF,
                    CAPEX, OPEX etc).

           (F)      Development of a financial model reflective of the preferred
                    Project funding methodologies to be deployed for the PFS.

           (G)      Target and secure strategic funding for the ongoing
                    progression of the Project Studies for the Mofe Creek
                    Project, in accordance with market conditions and sources of
                    available capital for iron ore projects.

           (H)      Structure the Board of Directors and Executive Team to
                    progress the Mofe Creek Project – from a corporate
                    compliance and Project delivery perspective.

(ii)       Class E Performance Options (10,000,000)

       The Class E Performance Options will vest upon achievement of the
       following milestones (the Class E Performance Options Milestone) on or
       before 30 August 2016:

            (A)     Selection and management of relevant engineering firms and
                    logistics groups to design and structure the appropriate
                    contractual and operational agreements to support the
                    development of a definitive feasibility study, subject to the MDA
                    being granted and a completed PFS.

            (B)     Completion of relevant metallurgical testwork programs and the
                    finalisation of a start-up mine plan/schedule.

            (C)     Submission of a Mining License Application for the initial Project
                    start-up.

            (D)     Conclusion of the MDA process, and the submission of
                    applications for all relevant licences, approvals and leases
                    required to transport the ore from the mine to the nominated
                    port/coastal location – as determined under the MDA process.
 
            (E)     Development of the contractual arrangements (commercial,
                    financial, legal and operational) for the transshipment (or
                    equivalent) of ore via the preferred coastal port site location.
            (F)     Environmental Protection Authority approval of the Company’s
                    EIA Plan

            (G)     Secure adequate funding to progress the Feasibility Study and
                    the refinement of the financial model to support the Feasibility
                    Study

            (H)     Structure, recruit and manage the required Board, senior
                    executive and principal project personnel.

(iii)       Class F Performance Options (10,000,000)

           The Class F Performance Options will vest upon achievement of the
           following milestones (the Class F Performance Options Milestone) on
           orbefore 30 August 2017:

           (A)       Completion of resource drilling, mine planning and the submission
                     of infrastructure and transport approvals and applications to
                     support the structuring of the Project financing model.

           (B)       Attainment of a Mining License for the optimal plant start-up
                     location, capacity and Project development timeline.

           (C)       Structuring and execution of a detailed marketing plan and/or
                     specific off-take agreements – to assist with Project funding and
                     bankability.

           (D)       Selection and Letting of the required Contracts to ensure the
                     completion of detailed design and early procurement of the
                     Project’s critical path items.

           (E)       Determine and/or secure funding for the progression of long-lead
                     items and Front End Engineering Design (FEED) requirements,
                     and the on-going Project/Corporate related expenditure.

           (F)       Finalisation of the new Port Operating Approvals along with
                     relevant transshipment applications and licences.

           (G)       Selection and progression of the preferred funding
                     methodologies, to fund, construct and commission the Mofe
                     Creek Project.

           (H)       Selection, recruit and manage the most effective Project and
                     Commercial/Legal teams and form the relevant committees to
                     ensure the Company’s project execution capability.

   (o) (Lapse) If the relevant Milestone is not achieved by the required date or,
        subject to clause (r), if the Holder ceases to be engaged by the Company
        before the relevant Milestone is achieved, the relevant Performance Options
        will lapse.

   (p) (Exercise procedure) Subject to the Performance Options having vested,
       the Holder may exercise the Performance Options at any time on or before
       the expiry date (being the date that is one (1) day after the date that the
       relevant Milestone must be achieved) by providing to the Company an
       exercise notice with the relevant exercise monies. The Company will issue
       the Holder with a new holding statement for the Shares within 10 Business
       Days following exercise.

   (q) (Ranking upon exercise) The Shares into which the Performance Options
       may convert will rank pari passu in all respects with existing Shares.

   (r) (Vesting on Change of Control) All unvested Performance Options will
        immediately vest and be exercisable if any of the following change of control
        events occur prior to the required date for achievement of the relevant
        Milestone and prior to the cessation of the Holder’s engagement with the
        Company:

      (i)     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;

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

      (iii)   a person or a group of associated persons or party becomes entitled
              to or acquires 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.

All Performance Options vesting under this clause will lapse unless they are
exercised within 60 days of vestment.


                                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
General Meeting, hereby


Appoint
               Name of Proxy


OR             the Chairman of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chairman of the 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 General Meeting to be held
at 9.00am (WST) on Wednesday, 18 February 2015 at 288 Churchill Avenue, Subiaco, Western
Australia, and at any adjournment thereof.


Voting on Business of the General Meeting
Please mark “X” in the box to indicate your voting directions to your proxy. The Chairman of the General Meeting intends to
vote undirected proxies in FAVOUR of the resolution. In exceptional circumstances, the Chairman of the General Meeting
may change his/her voting intention on the resolution, in which case an ASX announcement will be made.

                                                                                   For      Against   Abstain

Resolution 1      Issue of Performance Options to Wayne Richards


Note: If you have appointed or are deemed to have appointed the Chairman as your proxy and you
do not specify the way the proxy is to vote on any resolution, by your signature of this proxy form, you
will expressly authorise the Chairman to exercise the proxy. 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 General Meeting as your proxy, please mark the box. If you leave this
section blank or your named proxy does not attend the 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, a sole director can also sign alone.
            Otherwise this form must be signed by a director jointly with either another director or a company
            secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate
Representative” should be produced prior to admission.

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 288 Churchill Avenue, Subiaco, Western Australia,
            6008; or
           (b) email to the Company Secretary at michael.naylor@tawana.com.au

so that it is received by no later than 9.00am (WST) on Monday, 16 February 2015. Proxy Forms received
later than this time will be invalid.


15 January 2015

Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd

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