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TAWANA RESOURCES NL - Notice of General Meeting and Proxy Form

Release Date: 08/11/2017 09:06:00      Code(s): TAW       PDF(s):  
Notice of General Meeting and Proxy Form

Tawana Resources NL
(Incorporated in Australia)
(Registration number ACN 085 166 721)
Share code on the JSE Limited: TAW
JSE ISIN: AU0000TAWDA9
Share code on the Australian Securities Exchange Limited: TAW
ASX ISIN: AU000000TAW7
(“the Company” or “Tawana”)


Notice of General Meeting

PLEASE NOTE: PLEASE REFER TO TAWANA WEBSITE FOR SCHEDULE 3 RELATED PARTY OPTION VALUATION.

Notice is given that the Meeting will be held at:

TIME:            9.00am (WST)

DATE:            12 December 2017

PLACE:           Level 7, 20 Parkland Road, Osborne Park, WA, 6017




  The business of the Meeting affects your shareholding and your vote is important.

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

  The Directors have determined pursuant to Regulation 7.11.37 of the Corporations
  Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are
  registered Shareholders at 9:00am (WST) on 10 December 2017.


BUSINESS OF THE MEETING

AGENDA

1.   RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – TRANCHE 1 SHARES

     To consider and, if thought fit, to pass, with or without amendment, the following
     resolution as an ordinary resolution:

           “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes,
           approval is given for the issue of 14,285,714 Shares on the terms and
           conditions set out in the Explanatory Statement.”

     Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution
     by a person who participated in the issue and any associate of that person or those
     persons. However, the Company need not disregard a vote if it is cast by a person as a
     proxy for a person who is entitled to vote, in accordance with the directions on the Proxy
     Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled
     to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2.   RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – TRANCHE 2 SHARES

     To consider and, if thought fit, to pass, with or without amendment, the following
     resolution as an ordinary resolution:

           “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes,
           approval is given for the issue of up to 42,857,143 Shares on the terms and
           conditions set out in the Explanatory Statement.”

     Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution
     by a person who participated in the issue and any associate of that person or those
     persons. However, the Company need not disregard a vote if it is cast by a person as a
     proxy for a person who is entitled to vote, in accordance with the directions on the Proxy
     Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled
     to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3.   RESOLUTION 3 – ISSUE OF OPTIONS TO RELATED PARTY – ROBERT VASSIE

     To consider and, if thought fit, to pass, with or without amendment, the following
     resolution as an ordinary resolution:

           “That, for the purposes of ASX Listing Rule 10.11, Chapter 2E of the
           Corporations Act and for all other purposes, approval is given for the
           Company to issue 1,000,000 Options to Robert Vassie (or his nominee) on the
           terms and conditions set out in the Explanatory Statement.”

     Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution
     by Robert Vassie (or his nominee) and any of their associates. However, the Company
     need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to
     vote, in accordance with the directions on the Proxy Form, or, it is cast by the person
     chairing the meeting as proxy for a person who is entitled to vote, in accordance with a
     direction on the Proxy Form to vote as the proxy decides.

     Voting Prohibition Statement:
     A person appointed as a proxy must not vote, on the basis of that appointment, on this
     Resolution if:
     (a)      the proxy is either:
              (i)           a member of the Key Management Personnel; or
              (ii)          a Closely Related Party of such a member; and
     (b)      the appointment does not specify the way the proxy is to vote on this Resolution.

     However, the above prohibition does not apply if:
     (a)     the proxy is the Chair; and
     (b)     the appointment expressly authorises the Chair to exercise the proxy even though
             this Resolution is connected directly or indirectly with remuneration of a member
             of the Key Management Personnel.

4.   RESOLUTION 4 – ISSUE OF OPTIONS TO RELATED PARTY – MARK TURNER

     To consider and, if thought fit, to pass, with or without amendment, the following
     resolution as an ordinary resolution:

           “That, for the purposes of ASX Listing Rule 10.11, Chapter 2E of the
           Corporations Act and for all other purposes, approval is given for the
           Company to issue 1,000,000 Options to Mark Turner (or his nominee) on the
           terms and conditions set out in the Explanatory Statement.”

     Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution
     by Mark Turner (or his nominee) and any of their associates. However, the Company need
     not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote,
     in accordance with the directions on the Proxy Form, or, it is cast by the person chairing
     the meeting as proxy for a person who is entitled to vote, in accordance with a direction
     on the Proxy Form to vote as the proxy decides.

     Voting Prohibition Statement:
     A person appointed as a proxy must not vote, on the basis of that appointment, on this
     Resolution if:
     (a)      the proxy is either:
              (i)           a member of the Key Management Personnel; or
              (ii)          a Closely Related Party of such a member; and
     (b)      the appointment does not specify the way the proxy is to vote on this Resolution.

     However, the above prohibition does not apply if:
     (a)     the proxy is the Chair; and
     (b)     the appointment expressly authorises the Chair to exercise the proxy even though
             this Resolution is connected directly or indirectly with remuneration of a member
             of the Key Management Personnel.

5.   RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE – AGENT OPTIONS

     To consider and, if thought fit, to pass, with or without amendment, the following
     resolution as an ordinary resolution:

           “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes,
           approval is given for the issue of 8,000,000 Options on the terms and
           conditions set out in the Explanatory Statement.”

     Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution
     by a person who participated in the issue and any associate of that person or those
     persons. However, the Company need not disregard a vote if it is cast by a person as a
     proxy for a person who is entitled to vote, in accordance with the directions on the Proxy
     Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled
     to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Dated: 7 November 2017

By order of the Board


Craig Hasson
Company Secretary


08 November 2017
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd

Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in
accordance with the instructions set out on the Proxy Form. Proxy forms can also be completed
online. Refer Proxy Form for instructions.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:
-        each Shareholder has a right to appoint a proxy;
-        the proxy need not be a Shareholder of the Company; and
-        a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may
         specify the proportion or number of votes each proxy is appointed to exercise. If the
         member appoints 2 proxies and the appointment does not specify the proportion or
         number of the member’s votes each proxy may exercise, then, in accordance with section
         249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011
mean that:
-        if a proxy holder votes, they must cast all directed proxies as directed; and
-        any directed proxies which are not voted will automatically default to the Chair, who must
         vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact
the Company Secretary on +61 8 9489 2600.



EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors
believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1.      BACKGROUND TO RESOLUTIONS 1 AND 2

        On 20 October 2017, the Company announced it had signed a subscription
        agreement to raise $20,000,000 through the issue of 57,142,857 Shares at an issue
        price of $0.35 per Share (Placement) to German company Weier Antriebe und
        Energietechnik GmbH (Weier).

        An initial tranche of 14,285,714 Shares was issued on 24 October 2017 without prior
        Shareholder approval under the Company’s placement capacity provided by
        ASX Listing Rule 7.1 (Tranche 1) and the second tranche of 42,857,143 Shares is
        expected to be issued on or around 15 November 2017 (prior to the Meeting)
        without prior Shareholder approval under the Company’s placement capacity
        provided by ASX Listing Rule 7.1 (Tranche 2).

2.      RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – TRANCHE 1 SHARES

2.1     General

        The Company issued 14,285,714 Shares at an issue price of $0.35 per Share to raise
        $5,000,000 pursuant to Tranche 1 of the Placement. Settlement was 24 October
        2017.

        Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the
        issue of the Shares under Tranche 1 of the Placement (Tranche 1 Ratification).

        ASX Listing Rule 7.1 provides that a company must not, subject to specified
        exceptions, issue or agree to issue more equity securities during any 12 month
        period than that amount which represents 15% of the number of fully paid ordinary
        securities on issue at the commencement of that 12 month period.

        ASX Listing Rule 7.4 provides that where a company in general meeting ratifies the
        previous issue of securities made without approval under ASX Listing Rule 7.1
        (provided that the previous issue did not breach ASX Listing Rule 7.1) the issue is
        deemed to have been made with shareholder approval for the purpose of ASX
        Listing Rule 7.1.

        By ratifying this issue, the Company will retain the flexibility to issue equity securities
        in the future up to the 15% annual placement capacity set out in ASX Listing Rule
        7.1 without the requirement to obtain prior Shareholder approval.

2.2     Technical information required by ASX Listing Rule 7.5

        Pursuant to and in accordance with ASX Listing Rule 7.5, the following information
        is provided in relation to the Tranche 1 Ratification:

        (a)       14,285,714 Shares were issued prior to the Meeting;

        (b)       the issue price was $0.35 per Share;

        (c)       the Shares issued were fully paid ordinary shares in the capital of the
                  Company issued on the same terms and conditions as the Company’s
                  existing Shares;
        (d)       the Shares were issued to Weier. Weier is not a related party of the
                  Company; and

        (e)       the Company intends to use the funds raised from this issue to advance
                  the Bald Hill Lithium and Tantalum Project in order to meet the projected
                  start of commissioning in the first quarter of 2018, and for working capital
                  and corporate costs. In particular, the funds will be used to complete
                  resource drilling, EPC contractor payments, mining contractor payments
                  and other development and operational costs.

3.    RESOLUTION 2 – ISSUE OF TRANCHE 2 SHARES

3.1   General

      The Company intends to issue 42,857,143 Shares at an issue price of $0.35 per
      Share to raise $15,000,000 pursuant to Tranche 2 of the Placement. Settlement is
      expected to occur on or around 15 November 2017 (prior to the Meeting).

      Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the
      issue of the Shares under Tranche 2 of the Placement (Tranche 2 Ratification).

      ASX Listing Rule 7.1 provides that a company must not, subject to specified
      exceptions, issue or agree to issue more equity securities during any 12 month
      period than that amount which represents 15% of the number of fully paid ordinary
      securities on issue at the commencement of that 12 month period.

      ASX Listing Rule 7.4 provides that where a company in general meeting ratifies the
      previous issue of securities made without approval under ASX Listing Rule 7.1
      (provided that the previous issue did not breach ASX Listing Rule 7.1) the issue is
      deemed to have been made with shareholder approval for the purpose of ASX
      Listing Rule 7.1.

      By ratifying this issue, the Company will retain the flexibility to issue equity securities
      in the future up to the 15% annual placement capacity set out in ASX Listing Rule
      7.1 without the requirement to obtain prior Shareholder approval.

3.2   Technical information required by ASX Listing Rule 7.5

      Pursuant to and in accordance with ASX Listing Rule 7.5, the following information
      is provided in relation to the Tranche 2 Ratification:

      (a)       42,857,143 Shares are to be issued prior to the Meeting;

      (b)       the issue price will be $0.35 per Share;

      (c)       the Shares issued will be fully paid ordinary shares in the capital of the
                Company issued on the same terms and conditions as the Company’s
                existing Shares;

      (d)       the Shares will be issued to Weier. Weier is not a related party of the
                Company; and

      (e)       the Company intends to use the funds raised from this issue to advance
                the Bald Hill Lithium and Tantalum Project in order to meet the projected
                start of commissioning in the first quarter of 2018, and for working capital
                and corporate costs. In particular, the funds will be used to complete
                resource drilling, EPC contractor payments, mining contractor payments
                and other development and operational costs.
4.    RESOLUTIONS 3 AND 4 – ISSUE OF OPTIONS TO RELATED PARTIES

4.1   General

      The Company has agreed, subject to obtaining Shareholder approval, to issue
      2,000,000 Options (Related Party Options) to Robert Vassie and Mark Turner (or
      their nominees) (Related Parties) on the terms and conditions set out below.

      The terms of the Related Party Options were negotiated at the time the Directors
      were appointed on 1 August 2017.

      Resolutions 3 and 4 seeks Shareholder approval for the grant of the Related Party
      Options to the Related Parties.

4.2   Chapter 2E 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 or rights) 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, Robert Vassie and Mark Turner are related parties of the Company
      within the meaning specified under section 228 of the Corporations Act. Further,
      the grant of the Related Party 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 issue of the
      Related Party Options under Resolutions 3 and 4 to the Related Parties as related
      parties of the Company.

4.3   Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

      Pursuant to and in accordance with the requirements of section 219 of the
      Corporations Act and ASX Listing Rule 10.13, the following information is provided
      in relation to the proposed grant of Related Party Options:

      (i)       the related parties to whom the proposed Resolutions would permit
                financial benefits to be given are Robert Vassie and Mark Turner and they
                are related parties by virtue of being Directors;

      (ii)      the nature of the financial benefit is the issue of the Related Party Options
                to the Related Parties;

      (iii)     the Related Party Options will be issued to Robert Vassie (or his nominee)
                and Mark Turner (or his nominee);

      (iv)      the maximum number of Related Party Options (being the nature of the
                financial benefit being provided) to be granted to the Related Parties is
                2,000,000 as follows:

                (A)     1,000,000 Related Party Options to Robert Vassie (or his nominee);
                        and

                (B)     1,000,000 Related Party Options to Mark Turner (or his nominee).

      (v)       the Related Party Options will be granted to the Related Parties no later
                than 1 month after the date of the Meeting (or such later date to the
                extent permitted by any ASX waiver or modification of the ASX Listing
         Rules) and it is intended that all of the Related Party Options will be issued
         on the same date;

(vi)     the Related Party Options will be granted for nil cash consideration,
         accordingly no funds will be raised in connection with the issue of the
         Related Party Options;

(vii)    the terms and conditions of the Related Party Options are set out in
         Schedule 1;

(viii)   the value of the Related Party Options independently valued by Stantons
         International Securities and the pricing methodology is set out in Schedule
         3;

(ix)     using the pricing methodology, and based on the variables and
         assumptions, set out in Schedule 3, Stantons International Securities has
         calculated the estimated value of each Related Party Option to be
         between $0.2177 and $0.2807 per Related Party Option, or an aggregate
         value of between $217,700.00 and $280,700.00 per Related Party;

(x)      the relevant interests of the Related Parties in securities of the Company
         are set out below:

           Related Party                                   Shares                       Options
           Robert Vassie                                      Nil                         Nil
           Mark Turner                                        Nil                         Nil

(xi)     the remuneration and emoluments from the Company to the Related
         Parties for the previous financial year and the proposed remuneration
         and emoluments for the current financial year are set out below:

           Related Party                             Current Financial             Previous
                                                           Year                 Financial Year
           Robert Vassie                                  $56,940*                        Nil
           Mark Turner                                    $56,940*                        Nil
         * This is an annual figure. Both Related Parties commenced on 1 August 2017.


(xii)    if the Related Party Options granted to the Related Parties are exercised,
         a total of 2,000,000 Shares would be issued. Assuming the maximum of
         Shares are issued under Resolution 2 prior to the Meeting, the exercise of
         the Related Party Options will increase the number of Shares on issue from
         503,280,941 to 505,280,941 (assuming that no other Options are exercised
         and no other Shares are issued) with the effect that the shareholding of
         existing Shareholders would be diluted by an aggregate of
         approximately 0.4%, comprising approximately 0.2% by Robert Vassie and
         0.2% by Mark Turner.

         The market price for Shares during the term of the Related Party Options
         would normally determine whether or not the Related Party Options are
         exercised. If, at any time any of the Related Party Options are exercised
         and the Shares are trading on ASX at a price that is higher than the
         exercise price of the Related Party Options, there may be a perceived
         cost to the Company.
         As at the date of this Notice, the Shares are trading on ASX at a price
         greater than the exercise price of the Related Party Options. The Board
         resolved to issue the Related Party Options, subject to Shareholder
         approval, on the terms and conditions set out in this Notice at a time
         when the Shares were trading on ASX at a price lower than the exercise
         price of the Related Party Options, but Shareholder approval has not
         been able to be obtained until the date of the Meeting. Offer letters to
         Robert Vassie and Mark Turner which included the issue of options
         (subject to shareholder approval) were sent on 25 July 2017 when the
         closing price of Shares on ASX was 19 cents (i.e. the exercise price then
         represented an increase in the closing price).

(xiii)   As at the date of this Notice, the Company had 460,423,798 Shares on
         issue and 29,770,000 Options on issue. There were no other equity based
         securities on issue as at the date of this Notice. The trading history of the
         Shares on ASX in the 12 months before the date of this Notice is set out
         below:

                                             Price                    Date
           Highest                        40.0 cents            20 October 2017
           Lowest                          7.7 cents           24 November 2016
           Last                           34.0 cents           3 November 2017

(xiv)    the Board acknowledges the grant of Related Party Options to Robert
         Vassie and Mark Turner is contrary to Recommendation 8.2 of The
         Corporate Governance Principles and Recommendations (3rd Edition) as
         published by The ASX Corporate Governance Council. However, the
         Board considers the grant of Related Party Options to Robert Vassie and
         Mark Turner reasonable in the circumstances for the reason set out in
         paragraph (xvi);

(xv)     the primary purpose of the grant of the Related Party Options to the
         Related Parties is to provide a performance linked incentive component
         in the remuneration package for the Related Parties to motivate and
         reward the performance of the Related Parties in their respective roles as
         Directors;

(xvi)    each of the Directors, other than Robert Vassie in relation to Resolution 3
         and Mark Turner in relation to Resolution 4 (who each decline to make a
         recommendation due to their respective material personal interests in the
         outcome of those respective Resolutions) recommend that Shareholders
         vote in favour of Resolutions 3 and 4 for the following reasons:

         (A)      the grant of Related Party Options to the Related Parties will align
                  the interests of the Related Parties with those of Shareholders;

         (B)      the grant of the Related Party Options is a reasonable and
                  appropriate method to provide cost effective remuneration as
                  the non-cash form of this benefit will allow the Company to
                  spend a greater proportion of its cash reserves on its operations
                  than it would if alternative cash forms of remuneration were
                  given to the Related Parties; and

         (C)      it is not considered that there are any significant opportunity
                  costs to the Company or benefits foregone by the Company in
                  granting the Related Party Options upon the terms proposed;
      (xvii)    in forming their recommendations, each Director considered the
                experience of each other Related Party, the current market practices
                when determining the number of Related Party Options to be granted as
                well as the exercise price and expiry date of those Related Party Options;
                and

      (xviii)   the Board is not aware of any other information that would be reasonably
                required by Shareholders to allow them to make a decision as to whether
                it is in the best interests of the Company to pass Resolutions 3 and 4.

      Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the
      Related Party Options to the Related Parties as approval is being obtained under
      ASX Listing Rule 10.11. Accordingly, the issue of Related Party Options to the
      Related Parties will not be included in the 15% calculation of the Company’s
      annual placement capacity pursuant to ASX Listing Rule 7.1.

4.4   ASX Listing Rule 10.11

      ASX Listing Rule 10.11 also requires shareholder approval to be obtained before
      an entity issues, or agrees to issue, equity securities to a related party, or a person
      whose relationship with the entity or a related party is, in ASX’s opinion, such that
      approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

      As the grant of the Related Party Options involves the issue of securities to a
      related party of the Company, Shareholder approval pursuant to ASX Listing Rule
      10.11 is required unless an exception applies. It is the view of the Directors that the
      exceptions set out in ASX Listing Rule 10.12 do not apply in the current
      circumstances.

4.5   Technical Information required by ASX Listing Rule 10.13

      Pursuant to and in accordance with ASX Listing Rule 10.13, the following
      information is provided in relation to Resolutions 3 and 4:

      (a)       the Related Party Options will be granted to Robert Vassie (or his
                nominee) and Mark Turner (or his nominee);

      (b)       the maximum number of Related Party Options to be issued to the
                Related Parties is 2,000,000, as follows:

                (i)     1,000,000 Related Party Options to Robert Vassie(or his nominee);
                        and

                (ii)    1,000,000 Related Party Options to Mark Turner (or his nominee);

      (c)       the Related Party Options will be granted to the Related Parties no later
                than 1 month after the date of the Meeting (or such later date to the
                extent permitted by any ASX waiver or modification of the ASX Listing
                Rules) and it is intended that all of the Related Party Options will be issued
                on the same date;

      (d)       the Related Party Options will be issued for nil cash consideration,
                accordingly no funds will be raised; and

      (e)       the terms and conditions of the Related Party Options are set out in
                Schedule 1.
      Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the Related
      Party Options if approval is given under ASX Listing Rule 10.11. Accordingly, the
      grant of Related Party Options to the Related Parties (or their nominees) will not
      affect the Company’s 15% annual placement capacity pursuant to ASX Listing
      Rule 7.1.

5.    RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE – AGENT OPTIONS

5.1   General

      On 19 July 2017, the Company issued 8,000,000 Options exercisable at $0.30625
      per Option on or before 19 July 2020 (Agent Options) to Cong Ming Limited and
      their nominees as consideration for acting as agent in respect of the Company’s
      prepayment and offtake agreement with Burwill Holdings Limited, as follows:

      Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the
      issue of those Agent Options (Option Ratification).

      ASX Listing Rule 7.1 provides that a company must not, subject to specified
      exceptions, issue or agree to issue more equity securities during any 12 month
      period than that amount which represents 15% of the number of fully paid ordinary
      securities on issue at the commencement of that 12 month period.

      ASX Listing Rule 7.4 provides that where a company in general meeting ratifies the
      previous issue of securities made without prior approval under ASX Listing Rule 7.1
      (provided that the previous issue did not breach ASX Listing Rule 7.1) the issue is
      deemed to have been made with shareholder approval for the purpose of ASX
      Listing Rule 7.1.

      By ratifying this issue, the Company will retain the flexibility to issue equity securities
      in the future up to the 15% annual placement capacity set out in ASX Listing Rule
      7.1 without the requirement to obtain prior Shareholder approval.

5.2   Technical information required by ASX Listing Rule 7.5

      Pursuant to and in accordance with ASX Listing Rule 7.5, the following information
      is provided in relation to the Option Ratification:

      (a)       8,000,000 Agent Options were issued;

      (b)       the Agent Options were issued on the terms and conditions set out in
                Schedule 2;

      (c)       the Agent Options were issued to Cong Ming Limited and their nominees.
                None of those parties are related parties of the Company; and

      (d)       no funds raised from this issue, rather the issue was in consideration for
                services provided in relation to agent services.
GLOSSARY

$ means Australian dollars.

Agent Option means an Option granted pursuant to Resolution 5 with the terms and
conditions set out in Schedule 2.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX
Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday,
Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a
business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

(a)     a spouse or child of the member;

(b)     a child of the member’s spouse;

(c)     a dependent of the member or the member’s spouse;

(d)     anyone else who is one of the member’s family and may be expected to
        influence the member, or be influenced by the member, in the member’s dealing
        with the entity;

(e)     a company the member controls; or

(f)     a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes
        of the definition of ‘closely related party’ in the Corporations Act.

Company means Tawana Resources NL (ACN 085 166 721).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Key Management Personnel means the key management personnel (as that phrase is
defined in the Corporations Act) of the Company, or, if the Company is part of a
consolidated entity, of the consolidated entity.

Notice or Notice of Meeting means this notice of meeting including the Explanatory
Statement and the Proxy Form.

Option means an option to acquire a Share.
Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Related Party Option means an Option granted pursuant to Resolutions 3 to 4 with the
terms and conditions set out in Schedule 1.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context
requires.

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

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.
SCHEDULE 1 – TERMS AND CONDITIONS OF RELATED PARTY OPTIONS

The terms and conditions of the Related Party Options are as follows:

(a)     Entitlement

        Each Option entitles the holder to subscribe for one Share upon exercise of the
        Option.

(b)     Exercise Price

        Subject to paragraph (i), the amount payable upon exercise of each Option will
        be $0.20 (Exercise Price)

(c)     Expiry Date

        Each Option will expire at 5:00 pm (WST) on the date that is three years from the
        date of issue (Expiry Date). An Option not exercised before the Expiry Date will
        automatically lapse on the Expiry Date.

(d)     Exercise Period

        The Options are exercisable at any time on or prior to the Expiry Date (Exercise
        Period).

(e)     Notice of Exercise

        The Options may be exercised during the Exercise Period by notice in writing to
        the Company in the manner specified on the Option certificate (Notice of
        Exercise) and payment of the Exercise Price for each Option being exercised in
        Australian currency by electronic funds transfer or other means of payment
        acceptable to the Company.

(f)     Exercise Date

        A Notice of Exercise is only effective on and from the later of the date of receipt
        of the Notice of Exercise and the date of receipt of the payment of the Exercise
        Price for each Option being exercised in cleared funds (Exercise Date).

(g)     Timing of issue of Shares on exercise

        Within 15 Business Days after the Exercise Date the Company must:

        (i)     issue the number of Shares required under these terms and conditions in
                respect of the number of Options specified in the Notice of Exercise and
                for which cleared funds have been received by the Company;

        (ii)    if required, give ASX a notice that complies with section 708A(5)(e) of the
                Corporations Act, or, if the Company is unable to issue such a notice,
                lodge with ASIC a prospectus prepared in accordance with the
                Corporations Act and do all such things necessary to satisfy section
                708A(11) of the Corporations Act to ensure that an offer for sale of the
                Shares does not require disclosure to investors; and

        (iii)   if admitted to the official list of ASX at the time, apply for official quotation
                on ASX of Shares issued pursuant to the exercise of the Options.
      If a notice delivered under (g)(ii) for any reason is not effective to ensure that an
      offer for sale of the Shares does not require disclosure to investors, the Company
      must, no later than 20 Business Days after becoming aware of such notice being
      ineffective, lodge with ASIC a prospectus prepared in accordance with the
      Corporations Act and do all such things necessary to satisfy section 708A(11) of
      the Corporations Act to ensure that an offer for sale of the Shares does not require
      disclosure to investors.

(h)   Shares issued on exercise

      Shares issued on exercise of the Options rank equally with the then issued shares
      of the Company.

(i)   Reconstruction of capital

      If at any time the issued capital of the Company is reconstructed, all rights of an
      Optionholder are to be changed in a manner consistent with the Corporations
      Act and the ASX Listing Rules at the time of the reconstruction.

(j)   Participation in new issues

      There are no participation rights or entitlements inherent in the Options and
      holders will not be entitled to participate in new issues of capital offered to
      Shareholders during the currency of the Options without exercising the Options.

(k)   Change in exercise price

      An Option does not confer the right to a change in Exercise Price or a change in
      the number of underlying securities over which the Option can be exercised.

(l)   Transferability

      The Options are transferable subject to any restriction or escrow arrangements
      imposed by ASX or under applicable Australian securities laws.
SCHEDULE 2 – TERMS AND CONDITIONS OF AGENT OPTIONS

The terms and conditions of the Options are as follows:

(a)     Entitlement

        Each Option entitles the holder to subscribe for one Share upon exercise of the
        Option.

(b)     Exercise Price

        Subject to paragraph (i), the amount payable upon exercise of each Option will
        be $0.30625 (Exercise Price)

(c)     Expiry Date

        Each Option will expire at 5:00 pm (WST) on 19 July 2020 (Expiry Date). An Option
        not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)     Exercise Period

        The Options are exercisable at any time on or prior to the Expiry Date (Exercise
        Period).

(e)     Notice of Exercise

        The Options may be exercised during the Exercise Period by notice in writing to
        the Company in the manner specified on the Option certificate (Notice of
        Exercise) and payment of the Exercise Price for each Option being exercised in
        Australian currency by electronic funds transfer or other means of payment
        acceptable to the Company.

(f)     Exercise Date

        A Notice of Exercise is only effective on and from the later of the date of receipt
        of the Notice of Exercise and the date of receipt of the payment of the Exercise
        Price for each Option being exercised in cleared funds (Exercise Date).

(g)     Timing of issue of Shares on exercise

        Within 15 Business Days after the Exercise Date the Company must:

        (i)     issue the number of Shares required under these terms and conditions in
                respect of the number of Options specified in the Notice of Exercise and
                for which cleared funds have been received by the Company;

        (ii)    if required, give ASX a notice that complies with section 708A(5)(e) of the
                Corporations Act, or, if the Company is unable to issue such a notice,
                lodge with ASIC a prospectus prepared in accordance with the
                Corporations Act and do all such things necessary to satisfy section
                708A(11) of the Corporations Act to ensure that an offer for sale of the
                Shares does not require disclosure to investors; and

        (iii)   if admitted to the official list of ASX at the time, apply for official quotation
                on ASX of Shares issued pursuant to the exercise of the Options.

        If a notice delivered under (g)(ii) for any reason is not effective to ensure that an
        offer for sale of the Shares does not require disclosure to investors, the Company
      must, no later than 20 Business Days after becoming aware of such notice being
      ineffective, lodge with ASIC a prospectus prepared in accordance with the
      Corporations Act and do all such things necessary to satisfy section 708A(11) of
      the Corporations Act to ensure that an offer for sale of the Shares does not require
      disclosure to investors.

(h)   Shares issued on exercise

      Shares issued on exercise of the Options rank equally with the then issued shares
      of the Company.

(i)   Reconstruction of capital

      If at any time the issued capital of the Company is reconstructed, all rights of an
      Optionholder are to be changed in a manner consistent with the Corporations
      Act and the ASX Listing Rules at the time of the reconstruction.

(j)   Participation in new issues

      There are no participation rights or entitlements inherent in the Options and
      holders will not be entitled to participate in new issues of capital offered to
      Shareholders during the currency of the Options without exercising the Options.

(k)   Change in exercise price

      An Option does not confer the right to a change in Exercise Price or a change in
      the number of underlying securities over which the Option can be exercised.

(l)   Transferability

      The Options are not transferable.

                                                      PROXY FORM
                                     TAWANA RESOURCES NL (ACN 085 166 721)



                                                   GENERAL MEETING

   I/We


   of:

   being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

   Name:

   OR:                 the Chairman of the Meeting as my/our proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the
Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote
in accordance with the following directions (or if no directions have been given, and to the extent
permitted by law, as the proxy sees fit) at the General Meeting of Tawana Resources NL to be held at
Level 7, 20 Parkland Road, Osborne Park 6017, Western Australia on Tuesday, 12 December 2017 at
9.00am (WST) and at any adjournment or postponement of that Meeting.
Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we
have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy
by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 3 and 4
(except where I/we have indicated a different voting intention below) even though Resolutions 3 and 4
are connected directly or indirectly with the remuneration of a member of key management personnel.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote
for or against or abstain from voting on Resolutions 3 and 4 by marking the appropriate box below.

   Voting on business of the Meeting                                                           FOR           AGAINST         ABSTAIN
   Resolution 1      Ratification of Prior Issue – Tranche 1 Shares
   Resolution 2      Ratification of Prior Issue - Tranche 2 Shares
   Resolution 3      Issue of Options to Related Party – Robert Vassie
   Resolution 4      Issue of Options to Related Party – Mark Turner
   Resolution 5      Ratification of Prior Issue – Agent Options

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution
on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional
circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX
announcement will be made.

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

 Signature of Shareholder(s) This section must be completed
 Individual or Shareholder 1                   Shareholder 2                                Shareholder 3


 Sole Director/Company Secretary               Director                                     Director/Company Secretary

 Date:

 Contact name:                                                        Contact ph (daytime):
                                                                      Consent for contact by e-mail
 E-mail address:                                                      in relation to this Proxy Form:          YES      NO
                             Instructions for completing Proxy Form

1.   Appointment of Proxy

     Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes
     opposite each item of business. If you do not mark a box your proxy may vote or abstain as
     they choose (to the extent permitted by law). If you mark more than one box on an item your
     vote will be invalid on that item.

     Voting a portion of your holding: Indicate a portion of your voting rights by inserting the
     percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes.
     The sum of the votes cast must not exceed your voting entitlement or 100%.

     Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting
     and vote on a poll. If you appoint two proxies you must specify the percentage of votes or
     number of securities for each proxy, otherwise each proxy may exercise half of the votes. When
     appointing a second proxy write both names and the percentage of votes or number of
     securities for each.

     A proxy need not be a securityholder of the Company.

2.   Signing instructions:

     -     (Individual): Where the holding is in one name, the Shareholder must sign.

     -     (Joint holding): Where the holding is in more than one name, all of the Shareholders should
            sign.

     -     (Power of attorney): If you have not already provided the power of attorney with the
            registry, please attach a certified photocopy of the power of attorney to this Proxy
            Form when you return it.

     -     (Companies): Where the company has a Sole Director who is also the Sole Company
            Secretary, this form must be signed by that person. If the company (pursuant to
            section 204A of the Corporations Act 2001) does not have a Company Secretary, a
            Sole Director can also sign alone. Otherwise this form must be signed by a Director
            jointly with either another Director or a Company Secretary. Please sign in the
            appropriate place to indicate the office held. Delete titles as applicable.

3.   Attending the Meeting: Completion of a Proxy Form will not prevent individual Shareholders
     from attending the Meeting in person if they wish. Where a Shareholder completes and lodges
     a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and
     vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

4.   Comments & Questions: If you have any comments or questions for the company, please write
     them on a separate sheet of paper and return with this form.

5.   Return of Proxy Form: To vote by proxy, please complete and sign the Proxy Form overleaf and
     return by:

     (a)        post to Tawana Resources NL, P.O. Box 2275, Churchlands, WA 6018 AUSTRALIA; or

     (b)        email to the Company at admin@tawana.com.au

     so that it is received not less than 48 hours prior to commencement of the Meeting.

     Proxy Forms received later than this time will be invalid.

Date: 08/11/2017 09:06:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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