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TAWANA RESOURCES NL - Notice of General Meeting and Proxy

Release Date: 23/04/2015 12:21:00      Code(s): TAW       PDF(s):  
Notice of General Meeting and 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
(“the Company” or “Tawana”)




                                        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, 26 May 2015.


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, 26 May 2015.

Business
1.     Annual Report for year ended 31 December 2014

       To receive and consider the Annual Report of the Company for the year ended 31
       December 2014 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 2014 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 Lennard Kolff

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

               “That Lennard Kolff, who retires by rotation in accordance with clause 11.3 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 Michael Naylor

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

               “That Michael Naylor, who was appointed as a Director on 1 January 2015 and in
               accordance with clause 11.6 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 – Change of Auditors

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

               “To appoint Ernst & Young as the Company’s auditors to replace William Buck, who
               retire at this meeting. Ernst & Young have been nominated for appointment and have
               consented to act as auditors.”


6.     Resolution 5 – 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.”

     Voting exclusion

     The Company will disregard any votes cast on Resolution 5 by any person who may participate in the issue of Equity Securities
     under this Resolution 5 and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary
     securities, if Resolution 5 is passed and any associates of those persons.
     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 the directions on the proxy
                 form; or
     (b)         it is cast by the person who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with
                 the directors on the proxy form to vote as the proxy decides.

7.   Resolution 6 – Adoption of Employee Incentive Option Plan
     To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

             “That the Company adopt the Option Incentive Plan for employees and consultants to
             be known as the Tawana Resources Group – Employee Incentive Option Plan
             (Incentive Plan). A summary of the terms and conditions of which are set out in the
             attached Explanatory Statement and that for the purposes of Listing Rule 7.1 and 7.2
             exception 9, approval is given to issue options in accordance with the Incentive Plan."

     Voting exclusion
     The Company will disregard any votes cast on Resolution 6:
     (a)       by or on behalf of a member of Key Management Personnel;
     (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.

     A copy of the full terms and conditions of the Incentive Plan will be sent to shareholders of the Company free of charge on
     request.

8.   Resolution 7 – Issue of Incentive Options to Lennard Kolff
     To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

             “Subject to the passing of Resolution 2, that, for the purposes of section 208 of the
             Corporations Act and Listing Rule 10.11 and for all other purposes, approval be and
             is hereby given to issue to Mr Lennard Kolff (and/or his nominees) 4,000,000 Class F
             Incentive Options on the terms and conditions set out in the Explanatory Statement."

     Voting exclusion
     The Company will disregard any votes cast on Resolution 7 by Lennard Kolff 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 – Issue of Incentive Options to Michael Naylor
     To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

             “Subject to the passing of Resolution 3, that, for the purposes of section 208 of the
             Corporations Act and Listing Rule 10.11 and for all other purposes, approval be and
             is hereby given to issue to Mr Michael Naylor (and/or his nominees) 3,000,000 Class
             F Incentive Options on the terms and conditions set out in the Explanatory
             Statement."

     Voting exclusion
         The Company will disregard any votes cast on Resolution 8 by Michael Naylor 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

23 April 2015


Sponsor:
PricewaterhouseCoopers Corporate Finance (Pty) Ltd

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, 6, 7 and 8 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, 6, 7 and 8.

       If a Shareholder intends to appoint the Chairman as its proxy on Resolutions 1, 6, 7 and
       8, the Shareholder can direct the Chairman how to vote by marking one of the boxes for
       each of Resolutions 1, 6, 7 and 8 (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, 6, 7 and 8 by marking the appropriate box on the Proxy Form
       even though Resolutions 1, 6, 7 and 8 are connected to the remuneration of members of
       Key Management Personnel and even if the Chairman has an interest in the outcome of
       that Resolution.

     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 10.30am (WST) on Sunday, 24 May 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 Annual
     General Meeting will be the entitlement of that person set out in the register of
     Shareholders as at 10.30am (WST) on Sunday, 24 May 2015. 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 2014

     The Corporations Act requires the Annual Report of the Company for the year ended 31
     December 2014, 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
     2016 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 2016 annual general meeting. All of the Directors who were in office when the
     Company’s 2016 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 Lennard Kolff

     In accordance with clause 11.3 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.

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

     Information in respect of Mr Kolff is set out below:

     Mr Kolff joined Tawana initially as Chief Executive Officer in July 2010, having worked at
     Rio Tinto over the past decade, where he was involved in a range of high profile projects
     including the Simandou iron ore project and the Northparkes Cu-Au mine. His
     responsibilities have encompassed a broad range of disciplines, including the design,
     implementation and supervision of multi-commodity exploration and pre-feasibility study
     resource drilling programs, management of geological teams and collaboration with the
     mine planning and development functions of major project teams.

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

6.   Resolution 3 – Re-election of Michael Naylor

     In accordance with clause 11.6 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.

     Michael Naylor was appointed as a Director on 1 January 2015. Mr Naylor retires at this
     Annual General Meeting and, being eligible, offers himself for re-election.

     Information in respect of Mr Naylor is set out below:

     Mr Naylor has 19 years’ experience in corporate advisory and public company
     management since commencing his career and qualifying as a chartered accountant
     with Ernst & Young. Mr Naylor has been involved in the financial management of mineral
     and resource focused public company’s serving on the board and in the executive
     management team focusing on advancing and developing mineral resource assets and
     business development. He has previously worked as the Financial Controller of ASX
     listed Resolute Mining Limited, Finance Director and Company Secretary of ASX listed
     Dragon Mining Limited and as the Chief Executive Officer and Managing Director of dual
     ASX/TSX-V listed Coventry Resources Inc where he oversaw the completion of the
      Preliminary Economic Assessment of the Cameron Gold Project and the listing on the
      TSX-V.

      The Board (excluding Mr Naylor) recommends that Shareholders vote in favour of
      Resolution 3.

7.    Resolution 4 – Change of Auditor

      Given the Company's expanding international operations, the Directors consider it
      prudent to change the Company's auditors to an organisation which can provide
      additional international support coupled with a combined audit of the Company's
      activities. The Directors recommend that the Company appoints Ernst & Young to
      replace the Company's current auditors. Ernst & Young have proven international
      expertise to provide the company with the services it will require.

      The Company has received a nomination from a shareholder nominating Ernst & Young
      as the Company's auditors.

      The Board of the Company unanimously recommends that shareholders vote to change
      auditors.

8.    Resolution 5 – Approval of 10% Placement Facility

8.1   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 8.2(c) below).

      The Directors believe that Resolution 5 is in the best interests of the Company and
      unanimously recommend that Shareholders vote in favour of this Resolution.

8.2   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.

             Resolution 5 is a special resolution. Accordingly, at least 75% of votes cast by
             Shareholders present and eligible to vote at the Meeting must be in favour of
             Resolution 5 for it to be passed.
(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)     1,475,250,387 Shares; and

      (ii)    100,250,000 Options.

(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 8.2(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 8.2(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).

8.3   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 8.3(a)(i), the date on which the Equity Securities are issued.

      (b)   If Resolution 5 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 below 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 Listing
                                                 $0.003                $0.006               $0.009
    Rule 7.1A.2
                                             50% decrease in       current market       50% increase in
                                               market price             price            market price
                           10% voting
Current variable “A”                            147,525,038          147,525,038          147,525,038
                           Dilution
   1,475,250,387
                           Funds raised          $442,575             $885,150            $1,327,725
                           10% voting
  50% increase in                               221,287,558          221,287,558          221,287,558
current variable “A”       Dilution
   2,212,875,580           Funds raised          $663,862            $1,327,725           $1,991,588

                           10% voting
 100% increase in                               295,050,077          295,050,077          295,050,077
current variable “A”       Dilution
   2,950,500,774           Funds raised          $885,150            $1,770,300           $2,655,450



         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.
         2. The Company issues the maximum number of Equity Securities available under the 10%
                Placement Facility.
         3.     No Options 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 $0.006, being the closing price of the Shares on ASX on 9 April 2015.


(c)   The Company will only issue and allot the Equity Securities during the 10%
      Placement Period. The approval under Resolution 5 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 26 May 2014. In accordance with Listing Rule 7.3A.6,
      since 13 May 2014, the Company has issued 23,871,344 Shares and 35,000,000
      Options which represents 4% of the total number of Equity Securities on issue on
      13 May 2014. Note that this includes Shares that were issued under the
      Company’s Share Purchase Plan, details of which were not known at the date of
      the notice of meeting in 2014 as announced to ASX on 8 April 2014. Equity
      Securities issued during this time were as follows:

                                  1,2                                                               3,4
  Date       Quantity & Class                 Recipients                 Details of consideration

13/05/2014   13,871,344 Shares          Shares were issued       A total cash consideration of $346,784 was
                                        pursuant to the Share    received pursuant to the Share Purchase
                                        Purchase Plan offer to   Plan offer to existing shareholders at $0.025
                                        existing shareholders    per share which was announced on 8 April
                                        which was announced      2014 and closed on 6 May 2014.
                                        on 8 April 2014 and
                                        closed on 6 May 2014.
31/7/2014    10,000,000 Shares          Nominee of Wayne         Shares issued upon the exercise of
                                        Richards                 10,000,000 Class A Performance Options
                                                                 which were approved by Shareholders at the
                                                                 General Meeting held on 12 December 2013
                                                                 and which vested on 22 July 2014.
                                                                 A total consideration of $1,000 was received
                                                                 on the exercise of these options.
31/7/2014    Incentive Options:         Company employee         Class E options were issued for non-cash
                                                                 consideration in connection with the
             5,000,000 Class E                                   remuneration package offered to a Company
                                                                 employee.
                                                                 These options were cancelled on 30
                                                                 September 2014 due to employee ceasing
                                                                 and hence there is no current value.
26/2/2015    Performance                Nominee of Wayne         Class D, E and F Performance Options were
             Options:                   Richards                 issued for non-cash consideration to provide
                                                                 a performance linked incentive component to
             10,000,000 Class D                                  the remuneration of the Company’s
             10,000,000 Class E                                  Executive Chairman and Chief Executive
                                                                 Officer which were approved by
             10,000,000 Class F                                  Shareholders at the General Meeting held
                                                                 on 18 February 2015.
                                                                 The Current Value of Class A, B and C
                                                                 Performance Options is approximately
                                                                 $0.0059 per option.
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:

                   Option               Exercise            Expiry
                                                                                    Further Details
                   Class                 Price               Date

        Class D                    0.01 cents        30 Aug 2015
        Performance                                                            Refer to the Notice of
        Class E                    0.01 cents        30 Aug 2016               Meeting dated 14 January
        Performance                                                            2015 and announced to
                                                                               the ASX on 15 January
        Class F                    0.01 cents        30 Aug 2017               2015.
        Performance

        Class E Incentive          3.2 cents          2 Jun 2017               Refer to Annexure A.

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 0.006 cents, being the closing share price at 9 April 2015.
       (ii) A risk free interest rate of 2.25%.
       (iii) A volatility rate of 100%.
       (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 $347,784 from the issue of Equity Securities. This amount 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.
9.     Resolution 6 – Adoption of Employee Incentive Plan
       Resolution 6 seeks shareholder approval to the adoption of an Incentive Plan for eligible
       persons associated with the Company. A summary of the Incentive Plan follows.

     The Incentive Plan is intended to:

     (a)    increase the range of potential incentives available to directors, employees,
            consultants and contractors and to recognise their contribution to the Company's
            success; and

     (b)    strengthen the links between the Company and its directors, employees,
            consultants and contractors.

     The Incentive Plan allows the Company to issue up to a maximum 5% of the total
     number of ordinary shares on issue in the capital of the Company, as options to Eligible
     Persons.    As at 9 April 2015, the issued capital of the Company comprised
     1,475,250,387 ordinary fully paid shares on issue in the Company.

     The essential features of the Incentive Plan include:

     -      the options are to be issued to selected Eligible Persons for free;

     -      Eligible Persons are any full-time or part-time employees or consultants of any
            Group Company, their spouses, companies in which they hold a beneficial
            entitlement of not less than 50% of the issued voting share capital, the trustee of
            a trust of which they are a beneficiary, or the trustee of a superannuation fund of
            which they are a member;

     -      the allotment of options to Eligible Persons is at the discretion of the Board of
            Directors;

     -      the exercise price of an option shall be the price determined by the Board in its
            absolute discretion prior to or on grant of the option;

     -      The exercise period of option shall be determined by the Board in its absolute
            discretion;

     -      the options will be unlisted and not transferable unless the Directors in their
            absolute discretion agree to a transfer;

     -      any adjustments to the entitlement of Eligible Persons will be made in
            accordance with the Listing Rules; and,

     -      the Incentive Plan may only be amended with the prior approval of the
            shareholders of the Company and in accordance with the Listing Rules.

     The Board of the Company recommends shareholders vote to adopt the Incentive Plan.

10.    Resolutions 7 and 8 – Issue of Incentive Options to Directors
10.1   Background

       The Company is seeking Shareholder approval to issue a total of 7,000,000 Incentive
       Options to Lennard Kolff and Michael Naylor in accordance with section 208 of the
       Corporations Act and Listing Rule 10.11. The Company proposes to issue the Incentive
       Options to Mr Kolff and Mr Naylor as follows:

        Recipient         Number and Class       Expiry Date           Exercise Price
        Lennard Kolff      4,000,000 Class F     26 May 2018    Exercisable at 135% of the 30
                           Incentive Options                     day VWAP on 26 May 2015.
        Michael Naylor     3,000,000 Class F     26 May 2018    Exercisable at 135% of the 30
                           Incentive Options                     day VWAP on 26 May 2015.

       The Company believes that the Incentive Options provide a means by which the
       Company can reward Mr Kolff and Mr Naylor for their continued contribution to the
       Company’s progress to date and to further incentivise their ongoing performance and
       commitment to the Company. 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 Incentive Options will only be received if the Company’s Share
       Price exceeds the exercise price of the Options at the time of exercise.

       The Company is seeking Shareholder approval to issue the Incentive Options in
       accordance with section 208 of the Corporations Act and 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 Directors, Lennard Kolff and Michael Naylor are related parties of the Company
       within the meaning specified under section 228 of the Corporations Act. Further, the
       provision of the Incentive Options constitutes a financial benefit within the meaning of
       section 229 of the Corporations Act. Accordingly, Shareholder approval is sought under
       section 208 of the Corporations Act to permit the issue of the Options under Resolutions
       7 and 8 to Mr Kolff and Mr Naylor, respectively, as related parties of the Company.

       As required by section 219 of the Corporations Act, the following information is provided
       in relation to Resolutions 7 and 8:

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

                Lennard Kolff (and/or his nominee) and Michael Naylor (and/or his nominee).
(b)   The nature of the financial benefit

      The issue of a total of 7,000,000 Incentive Options to Mr Kolff and Mr Naylor as
      follows:

             Recipient                                   Number and Class
             Lennard Kolff                        4,000,000 Class F Incentive Options
             Michael Naylor                       3,000,000 Class F Incentive Options
             Total                                   7,000,000 Incentive Options

      The Incentive Options will be issued on the terms set out in Annexure B.

(c)   Valuation of the financial benefits

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

      The Black-Scholes option pricing model has been applied in providing valuation
      information in respect to the Incentive Options to be issued to Mr Kolff and Mr
      Naylor. Stantons International has determined that the Incentive Options has an
      implied value of $0.004665 per Incentive Option. Accordingly, the aggregate
      implied value of the Incentive Options to be issued to Mr Kolff and Mr Naylor is
      as follows:

       Recipient                 Implied value each         Number                      Value
       Lennard Kolff                  $0.004665             4,000,000                   $18,660
       Michael Naylor                 $0.004665             3,000,000                   $13,995
       Total                                                7,000,000                   $32,655



      The following variables and assumptions were used in the valuation:

      (i)            A Share price of $0.006 (assumed closing price on the day of the Annual
                     General Meeting being the market price on ASX on 8 April 2015).

      (ii)           A risk free interest rate of 1.74% (assumed on the day of the General
                     Meeting).

      (iii)          An expiry date of 26 May 2018.

      (iv)           An exercise price of $0.0089 (being 135% of the assumed 30 day VWAP
                     as at 26 May 2015).

      (v)            Volatility of 130%.

      (vi)           No discount for non-transferability.

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

(d)   Current remuneration and security interests

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

       Director                             Salary/fees              Security interests
       Lennard Kolff                   $220,000 per annum1         ? Nil Shares
                                    (including superannuation)
                                                                   ? 20,000,000 Options2
       Michael Naylor                  $130,000 per annum3         ? 800,000 Shares
                                    (including superannuation)

      Notes:
      1.     On 10 December 2014, the Company entered into an agreement with Mr
             Kolff for an indefinite term with an annual salary of $220,000 (inclusive of
             director fees and superannuation) effective 1 January 2015.
      2.     Lennard Kolff holds an interest in 10,000,000 unlisted Options exercisable
             at $0.046 each and expiring on 12 December 2016 and 10,000,000
             unlisted Options exercisable at $0.036 each and expiring on 30 April
             2015.
      3.     Includes superannuation and director fees.

(e)   Dilution

      If all of the Incentive Options issued under Resolutions 7 and 8 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 0.47%.

(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 Incentive Options
      under Resolutions 7 and 8) 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 $0.035 on
      29 July 2014 and $0.005 on 23 March 2015. The closing market sale price of the
      Company’s Shares on the ASX on 9 April 2014 was $0.006.
      As at the date of the Notice, the Company had the following unlisted Options on
      issue:

           Grant date          Expiry date      Exercise price           Number
          10 Nov 2011         10 Nov 2015            $0.05              1,250,000
          28 May and          30 April 2015          $0.036             21,500,000
         27 June 2012
          18 Dec 2013         12 Dec 2016            $0.046             10,000,000
          18 Dec 2013         12 Dec 2016            $0.018             10,000,000
          18 Dec 2013         12 Dec 2016            $0.015             26,500,000
          12 Feb 2014         20 Jan 2017            $0.039             1,000,000
          18 Jan 2015         30 Aug 2015           $0.0001             10,000,000
          18 Jan 2015         30 Aug 2016           $0.0001             10,000,000
          18 Jan 2015         30 Aug 2017           $0.0001             10,000,000
                                                                       100,250,000

(h)   Terms of securities

      The terms of the Incentive Options are set out in Annexure B.

(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 Incentive Options.

(j)   Intended use of funds raised

      There will be no funds raised in connection with the issue of the Incentive
      Options under Resolutions 7 and 8 as the Incentive Options are to be issued
      without payment of cash consideration. The proceeds from a future exercise of
      the 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 Incentive Options at the discretion of the Board.

(k)   Directors’ interests

      Mr Kolff has a material personal interest in the outcome of Resolution 7 as the
      recipient of the Incentive Options. No other Director has a material personal
      interest in the outcome of Resolution 7.

      Mr Naylor has a material personal interest in the outcome of Resolution 8 as the
      recipient of the Incentive Options. No other Director has a material personal
      interest in the outcome of Resolution 8.
       (l)    Directors’ recommendations

              Each Director has a conflict of interest in relation to the Resolution which, if
              passed, will authorise the issue of Incentive Options to that Director.
              Accordingly, no Director expresses an opinion or makes a recommendation in
              respect of the Resolution which involves the issue of Incentive Options to himself
              and from which he is abstained from voting.

              The recommendation of the Directors and the reasons for that recommendation
              are as follows:

              (i)    each Director (other than the relevant abstaining Director) recommends
                     that Shareholders vote in favour of Resolutions 7 and 8; and

              (ii)   each of the Directors making the recommendation to vote in favour of
                     Resolutions 7 and 8 considers that those Resolutions are in the best
                     interests of the Company as recognition of the relevant Director’s
                     continued contribution to the Company's progress to date and to further
                     incentivise their ongoing performance and commitment to the Company.

       (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 Resolutions 7 and 8.

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 Directors, Mr Kolff and Mr Naylor are related parties of the Company within the
       definition specified in Listing Rule 19.12. Accordingly, Shareholder approval is sought
       under Listing Rule 10.11 to permit the issue of the Incentive Options under Resolutions
       7 and 8 to Mr Kolff and Mr Naylor as related parties of the Company.

       The issue of the Incentive Options under Resolutions 7 and 8 will not affect the capacity
       of the Company to issue securities in the next 12 months under Listing Rule 7.1, as
       those Incentive Options (once issued) will be excluded from the calculations under
       Listing Rule 7.1.

       As required by Listing Rule 10.13, the following information is provided in relation to
       Resolutions 7 and 8:

       (n)    Name of the persons

              Lennard Kolff (and/or his nominee) and Michael Naylor (and/or his nominee).
(o)   Maximum number of securities to be issued

      A total of 7,000,000 Incentive Options as follows:

       Recipient                                       Number and Class
       Lennard Kolff                           4,000,000 Class F Incentive Options
       Michael Naylor                          3,000,000 Class F Incentive Options
       Total                                      7,000,000 Incentive Options

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

      The Incentive Options will be issued as soon as practicable after the Annual
      General Meeting 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).

(q)   Relationship that requires Shareholder approval

      Mr Kolff and Mr Naylor are related parties of the Company by virtue of being
      directors of the Company.

(r)   Issue price of the securities

      The Incentive Options will be issued without payment of cash consideration.

(s)   Terms of the issue

      The terms of the Incentive Options are set out in Annexure B.

(t)   Intended use of the funds raised

      There will be no funds raised in connection with the issue of the Incentive
      Options under Resolutions 7 and 8 as the Incentive Options are to be issued
      without payment of cash consideration. The proceeds from a future exercise of
      the 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 Incentive Options at the discretion of the Board.

Glossary

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

10% Placement Facility                  has the meaning given in Section 8.1.
10% Placement Period                    has the meaning given in Section 8.2(f).
Annual Report                           the annual report of the Company for the financial year
                                        ended 31 December 2014.
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.
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                       the 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.
Eligible Employee                       means a person who is full time, part time employee,
                                        contractor or executive of any Group Company at the
                                        Board’s discretion.

Eligible Persons           Eligible Persons are any full-time or part-time
                           employees or consultants of any Group Company,
                           their spouses, companies in which they hold a
                           beneficial entitlement of not less than 50% of the
                           issued voting share capital, the trustee of a trust of
                           which they are a beneficiary, or the trustee of a
                           superannuation fund of which they are a member.

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.

Incentive Plan             The Tawana Resources NL Employee Incentive Option
                           Plan.

Incentive Option           an Option on the terms set out in Annexure B.

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 announced to ASX by the
                           Company on 8 April 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 E 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 2
            June 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 E Incentive Option will be 135% of the 5 day
            VWAP of Shares traded on the ASX as at 2 June 2014, being 3.2 cents
            (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
      termination.

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 F 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 (Vesting Date) and
            are exercisable at any time after the Vesting Date until 26 May 2018 (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 F Incentive Option will be 135% of the 30 day VWAP of
            Shares traded on the ASX as at 26 May 2015. (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 termination.
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, 26 May 2015 at 288
Churchill Avenue, Subiaco, Western Australia, and at any adjournment thereof.


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

Voting on Business of the Annual General Meeting                                            For      Against    Abstain

Resolution 1      Adoption of Remuneration Report

Resolution 2      Re-election of Lennard Kolff

Resolution 3      Re-election of Michael Naylor

Resolution 4      Change of Auditors

Resolution 5      Approval of 10% Placement Capacity

Resolution 6      Adoption of Employee Incentive Option Plan

Resolution 7      Issue of Incentive Options to Lennard Kolff

Resolution 8      Issue of Incentive Options to Michael Naylor

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 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 288 Churchill Avenue, Subiaco, 6008, Western Australia;
(b)            email to the Company Secretary at michael.naylor@tawana.com.au.
so that it is received by no later than 10.30pm (WST) on Sunday, 24 May 2015. Proxy Forms received later than this time
will be invalid.

Date: 23/04/2015 12:21:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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