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TAWANA RESOURCES NL - Notice of Annual General Meeting

Release Date: 19/04/2016 12:15:00      Code(s): TAW       PDF(s):  
Notice of Annual General Meeting

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

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, 24 May 2016.

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, 24 May 2016.

Business
1. Annual Report for year ended 31 December 2015

To receive and consider the Annual Report of the Company for the year ended 31 December
2015 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 2015 be adopted.”

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

Voting prohibition statement

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; and
(b) by or on behalf of a Closely Related Party of a member of Key Management Personnel.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of
a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:

(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel.

3. Resolution 2 – Re-election of Michael Naylor

To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That Michael Naylor, 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 Robert Benussi

To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That Robert Benussi, who was appointed as a Director on 4 December 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 – Re-election of Michael Bohm

To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That Michael Bohm, who was appointed as a Director on 1 August 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.”

6. Resolution 5 – Spill Resolution

If less than 25% of the votes cast on Resolution 1 are voted against adoption of the
Remuneration Report, the Chair will withdraw Resolution 5.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purpose of Section 250V(1) of the Corporations Act and for all other purposes,
approval is given for:

(i) the Company to hold another meeting of Shareholders within 90 days of the date of
this Meeting (Spill Meeting); and
(ii) all Vacating Directors to cease to hold office immediately before the end of the Spill
Meeting; and
(iii) resolutions to appoint persons to offices that will be vacated pursuant to (ii) to be put
to vote at the Spill Meeting.”

Voting prohibition statement

The Company will disregard any votes cast on Resolution 5:

(a) by or on behalf of a member of Key Management Personnel as disclosed in the Remuneration Report; and
(b) by or on behalf of a Closely Related Party of a member of Key Management Personnel.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of
a person described above and either:
(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel.

By order of the Board


----------------------------------------------
Michael Naylor
Company Secretary
Tawana Resources NL

20 April 2016
Explanatory Statement
This Explanatory Statement has been prepared for the information of Shareholders in
relation to the business to be conducted at the Company’s Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information
known to the Company which is material to a decision on how to vote on the Resolutions in
the accompanying Notice.

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

1. Proxies

Please note that:

(a) a Shareholder entitled to attend and vote at the Annual General Meeting is entitled to
appoint a proxy;
(b) a proxy need not be a member of the Company;
(c) a Shareholder may appoint a body corporate or an individual as its proxy;
(d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its
representative to exercise any of the powers that the body may exercise as the
Shareholder’s proxy; and
(e) Shareholders entitled to cast two or more votes may appoint two proxies and may specify
the proportion or number of votes each proxy is appointed to exercise, but where the
proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy
Forms. If a Shareholder appoints a body corporate as its proxy and the body corporate
wishes to appoint an individual as its representative, the body corporate should provide that
person with a certificate or letter executed in accordance with the Corporations Act
authorising him or her to act as that company’s representative. The authority may be sent to
the Company or its share registry in advance of the Annual General Meeting or handed in at
the Annual General Meeting when registering as a corporate representative.

Members of Key Management Personnel and their Closely Related Parties will not be able to
vote as proxy on Resolutions 1 and 5 unless the Shareholder directs them how to vote or, in
the case of the Chairman, unless the Shareholder expressly authorises him to do so. If a
Shareholder intends to appoint a member of Key Management Personnel or their Closely
Related Parties (other than the Chairman) as its proxy, the Shareholder should ensure that it
directs the proxy how to vote on Resolutions 1 and 5.

If a Shareholder intends to appoint the Chairman as its proxy on Resolutions 1 and 5, the
Shareholder can direct the Chairman how to vote by marking one of the boxes for each of
Resolutions 1 and 5 (for example, if the Shareholder wishes to vote ‘for’, ‘against’ or to
‘abstain’ from voting). If a Shareholder does not direct the Chairman how to vote, the
Shareholder can expressly authorise the Chairman to vote as the Chairman thinks fit on
Resolutions 1 and 5 by marking the appropriate box on the Proxy Form even though
Resolutions 1 and 5 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, 22 May 2016. 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, 22 May 2016. 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 2015

The Corporations Act requires the Annual Report of the Company for the year ended 31
December 2015, 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.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask
questions about or make comments on the remuneration report at the annual general
meeting.

Voting consequences

Under changes to the Corporations Act a company is required to put to its shareholders a
resolution proposing the calling of another meeting of shareholders to consider the
appointment of directors of the company (Spill Resolution) if, at consecutive annual
general meetings, at least 25% of the votes cast on a remuneration report resolution are
voted against adoption of the remuneration report and at the first of those annual general
meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be
put to vote at the second of those annual general meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the company must
convene a shareholder meeting (Spill Meeting) within 90 days of the second annual
general meeting.

All of the directors of the company who were in office when the directors' report (as included
in the company’s annual financial report for the previous financial year) 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 as directors of the
company is approved will be the directors of the company.

Previous voting results
At the Company’s previous annual general meeting the votes cast against the remuneration
report considered at that annual general meeting were more than 25%. Accordingly, the Spill
Resolution will be relevant for this Annual General Meeting if at least 25% of the votes cast
on the Remuneration Report resolution are voted against adoption of the Remuneration
Report. Refer to Resolution 5 for further information.

Proxy voting restrictions – PLEASE READ CAREFULLY

Shareholders appointing a proxy for this Resolution should note the following:

 Proxy                                     Directions given                       No directions given
 Key Management                            Vote as directed                       Unable to vote3
 Personnel1
 Chair2                                    Vote as directed                       Able to vote at discretion of
                                                                                  Proxy4
 Other                                     Vote as directed                       Able to vote at discretion of
                                                                                  Proxy

Notes:

1 Refers to Key Management Personnel (other than the Chair) whose remuneration details are included in the
Remuneration Report, or a Closely Related Party of such a member.

2 Refers to the Chair (where he/she is also a member of the Key Management Personnel whose remuneration
details are included in the Remuneration Report), or a Closely Related Party of such a member).

3 Undirectedproxies granted to these persons will not be voted and will not be counted in calculating the
required majority if a poll is called on this Resolution.

4 The Proxy Form notes it is the Chair’s intention to vote all undirected proxies in favour of all Resolutions.

5. Resolution 2 – Re-election of Michael Naylor

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.

Mr Naylor has 20 years’ experience in corporate advisory and public company management
since commencing his career and qualifying as a chartered accountant with Ernst & Young.
Michael has been involved in the management of mineral and resources focused public
companies 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 Chief
Executive Officer and Managing Director of dual ASX/TSX-V listed Coventry Resources Inc.
He is also currently the CFO of Gryphon Minerals Limited. Michael has extensive
experience in capital raisings, debt financings and treasury management of resource
companies. Mr Naylor is also a member of the Chartered Secretaries Australia.

Mr Naylor’s other current directorships in listed companies include Equator Resources
Limited.

The Board supports the election of Mr Naylor as Executive Director.

Mr Naylor, having been appointed on 1 January 2015, retires by rotation at this Annual
General Meeting and, being eligible, offers himself for re-election.

6. Resolution 3 – Re-election of Robert Benussi

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.

Mr Benussi was the founding shareholder and director of Bligh Resources Limited (ASX:
BGH) holding the positions of Managing Director / Chief Financial Officer from 1 July 2011
to 8 October 2015. Prior to this role he held various positions at Jupiter Mines Limited as
Chief Financial Officer, Company Secretary and General Manager, Corporate from July
2006 to June 2011 and was a Non- Executive Director of Resource Star Limited (ASX: RSL)
from July 2009 to March 2013.

Mr Benussi does not hold other directorships in listed companies.
The Board considers that Mr Benussi will, if elected, qualify as an independent director and
supports his election.

Mr Benussi was appointed as a Non-Executive Director on 4 December 2015. Mr Benussi
retires at this Annual General Meeting and, being eligible, offers himself for re-election.

7. Resolution 4 – Re-election of Michael Bohm

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.

Mr Bohm is a qualified mining professional with extensive Corporate, Project Development
and Mine Operations experience. Michael has extensive resources industry experience in
Australia, South East Asia, Africa, Chile, Canada and Europe. A graduate of the WA School
of Mines, Michael has worked as a mining engineer, mine manager, study manager, project
manager and project director. He has been directly involved in a number of project
developments in the gold, nickel and diamond sectors both in Australia and offshore. His
corporate experience includes previous directorships at Sally Malay Mining Limited (now
Panoramic Resources) in Australia (ASX) and Ashton Mining of Canada (TSX). Mr Bohm
was also previously on the board of Argyle Diamond Mines Pty Ltd.

Mr Bohm’s other current directorships are Perseus Mining Limited (ASX/TSX) and Ramelius
Resources Limited (ASX).
The Board considers that Mr Bohm will, if elected, qualify as an independent director and
supports his election.

Mr Bohm was appointed as a Non-Executive Director on 1 August 2015. Mr Bohm retires
at this Annual General Meeting and, being eligible, offers himself for re-election.

8. Resolution 5 – Spill Resolution
If less than 25% of the votes cast on Resolution 1 are voted against adoption of the
Remuneration Report, the Chair will withdraw Resolution 5.
General

The Corporations Act requirements for this Resolution to be put to vote are set out in Section
4.

The effect of this Resolution being passed is the Company will be required to hold another
meeting of Shareholders within 90 days of the date of this Meeting (Spill Meeting) and the
Vacating Directors will cease to hold office immediately before the end of the Spill Meeting.
The business of the Spill Meeting will be to put to vote resolutions to appoint persons to
offices vacated by the Vacating Directors.

In the event a Spill Meeting is required a separate notice of meeting will be distributed to
Shareholders with details about those persons that will seek election as directors of the
Company at the Spill Meeting.

Proxy voting restrictions
Shareholders appointing a proxy for this Resolution should note the voting restrictions set
out in Section 4 apply in the same manner to this Resolution.


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

Annual Report                           the annual report of the Company for the financial year
                                        ended 31December 2015.
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.
Explanatory Statement                   the explanatory statement incorporated in the Notice.
Key Management Personnel                the key management personnel of the Company as defined
                                        in the Corporations Act and Australian Accounting Standards
                                        Board accounting standard 124, being those persons having
                                        authority and responsibility for planning, directing and
                                        controlling the activities of the Company, directly or indirectly,
                                        including any Director (whether executive or otherwise).
Listing Rules                           the ASX Listing Rules published and distributed by ASX.
Notice                                  the notice of annual general meeting incorporating the
                                        Explanatory Statement.
Proxy Form                              the proxy form attached to the Notice.
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.
Shareholder                             a holder of Shares.
WST                                     Western Standard Time, being the time in Perth, Western
                                        Australia.




                                      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 my/our 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, 24 May 2016 at 288 Churchill Avenue, Subiaco, Western Australia, and at any adjournment thereof.

Authority for Chair to vote undirected proxies on remuneration related resolutions

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default),
I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a
different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration
of a member of the Key Management Personnel, which includes the Chair.

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 Michael Naylor

Resolution 3 Re-election of Robert Benussi
Resolution 4 Re-election of Michael Bohm

Resolution 5 Spill Resolution

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, 22 May 2016. Proxy Forms received later than this
time will be invalid.

19 April 2016

Sponsor PricewaterhouseCoopers Corporate Finance (Pty) Ltd

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