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TAWANA RESOURCES NL - Scheme Implementation agreement

Release Date: 05/04/2018 15:00:00      Code(s): TAW       PDF(s):  
Scheme Implementation agreement

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”)

Scheme Implementation Agreement

Tawana shareholders are referred to the announcement released today, 5 May 2018 relating to the Alliance
Mineral Assets Limited merge.

Below please find the scheme implementation agreement, which formed part of the above-mentioned
announcement.

5 April 2018

Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
                               Schedule 1
KING&WOOD
MALLESONS



                                                     Conformed copy




            Scheme Implementation
            Agreement

            Alliance Mineral Assets Limited (AMAL)

            Tawana Resources NL (Tawana)




            King & Wood Mallesons
            Level 30
            QV1 Building
            250 St Georges Terrace
            Perth WA 6000
            Australia
            T +61 8 9269 7000
            F +61 8 9269 7999
            DX 210 Perth
            www.kwm.com
                          Scheme Implementation Agreement
                          Contents



                          Details                                                       1
                          General terms                                                 2

                          1          Definitions and interpretation                     2
                          1.1        Definitions                                        2
                          1.2        References to certain general terms               15
                          1.3        Next day                                          16
                          1.4        Next Business Day                                 16
                          1.5        Headings                                          16

                          2          Agreement to propose and implement Scheme         17
                          2.1        Tawana to propose Scheme                          17
                          2.2        Agreement to implement Transaction                17

                          3          Conditions Precedent                              17
                          3.1        Conditions Precedent                              17
                          3.2        Benefit of certain Conditions Precedent           17
                          3.3        Waiver of Conditions Precedent                    17
                          3.4        Reasonable endeavours                             18
                          3.5        FIRB application                                  18
                          3.6        Regulatory matters                                18
                          3.7        Notices in relation to Conditions Precedent       19
                          3.8        Effect of waiver or non-fulfilment                19
                          3.9        Consultation on failure of Conditions Precedent   19
                          3.10       Failure to agree                                  20
                          3.11       Regulatory Approval                               20
                          3.12       Scheme voted down                                 20

                          4          Outline of Scheme                                 21
                          4.1        Scheme                                            21
                          4.2        Scheme Consideration                              21
                          4.3        Undertakings held as trustee                      21
                          4.4        Ineligible Shareholders                           21
                          4.5        Consideration shares                              22

                          5          Options                                           22
                          5.1        Optionholder offers                               22
                          5.2        Option Consideration                              22
                          5.3        ASX waiver                                        23
                          5.4        ASIC relief                                       23

                          6          Co-operation and timing                           23
                          6.1        General obligations                               23
                          6.2        Access to people and information                  23
                          6.3        Right to separate representation                  24

                          7          Implementation obligations of the parties         24
                          7.1        Tawana's obligations                              24


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                          7.2        AMAL’s obligations                                    24

                          8          AMAL Shareholder Resolutions                          24
                          8.1        AMAL’s obligations                                    24
                          8.2        Tawana’s obligations                                  25
                          8.3        AMAL Board recommendation                             25
                          8.4        SGX approval                                          25

                          9          Scheme Booklet                                        26
                          9.1        Preparation                                           26
                          9.2        Content of the Scheme Booklet                         26
                          9.3        AMAL Information                                      27
                          9.4        Disagreement on content                               27
                          9.5        Verification                                          28

                          10         Conduct of business                                   28
                          10.1       Overview                                              28
                          10.2       Specific obligations                                  28
                          10.3       Prohibited actions                                    29
                          10.4       Exceptions to conduct of business restrictions        30

                          11         Spin-out Transaction                                  30
                          11.1       Spin-out Transaction                                  30
                          11.2       No adjustment to Exchange Ratio etc                   32

                          12         Interim funding                                       33
                          12.1       Capital Raisings                                      33
                          12.2       AMAL's obligation                                     34
                          12.3       Future capital requirements                           34
                          12.4       Proposed Facility                                     34

                          13         Corporate matters                                     35
                          13.1       AMAL Board composition                                35
                          13.2       Tawana Board composition                              35

                          14         Releases                                              35
                          14.1       Tawana and Tawana Indemnified Parties                 35
                          14.2       AMAL and AMAL Indemnified Parties                     36
                          14.3       Deeds of access, indemnity and insurance for Tawana   36
                          14.4       Insurance for AMAL                                    37
                          14.5       Bald Hill Manager Claims                              37
                          14.6       AMAL JVA Claims                                       38

                          15         Exclusivity                                           39
                          15.1       No continuing discussions                             39
                          15.2       No-shop                                               39
                          15.3       No-talk                                               39
                          15.4       No due diligence                                      40
                          15.5       Notice of approaches                                  40
                          15.6       Exceptions to no-talk and no due diligence            40
                          15.7       Matching right                                        41
                          15.8       Legal advice                                          41
                          16         Break Fee                                             42




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                          16.1    Background                                                  42
                          16.2    Payment by Tawana to AMAL                                   42
                          16.3    No amount payable if Scheme becomes Effective               43
                          16.4    Timing of payment                                           43
                          16.5    Nature of payment                                           43
                          16.6    Tawana’s limitation of liability                            43
                          16.7    Compliance with law                                         44
                          16.8    Survival                                                    44

                          17      Reverse Break Fee                                           44
                          17.1    Background                                                  44
                          17.2    Payment by AMAL to Tawana                                   44
                          17.3    No amount payable if Scheme becomes Effective               45
                          17.4    Timing of payment                                           45
                          17.5    Nature of payment                                           46
                          17.6    AMAL's limitation of liability                              46
                          17.7    Compliance with law                                         46
                          17.8    Survival                                                    46

                          18      Representations and warranties                              46
                          18.1    Tawana's representations and warranties                     46
                          18.2    Tawana's indemnity                                          47
                          18.3    Tawana warranty certificate                                 47
                          18.4    Qualifications to Tawana’s representations and warranties   47
                          18.5    AMAL’s representations and warranties                       47
                          18.6    AMAL’s indemnity                                            47
                          18.7    AMAL warranty certificate                                   47
                          18.8    Qualifications to AMAL’s representations and warranties     48
                          18.9    Survival of representations                                 48
                          18.10   Survival of indemnities                                     48

                          19      Court proceedings                                           48
                          19.1    Appeal process                                              48
                          19.2    Defence of proceedings                                      49
                          19.3    Costs                                                       49

                          20      Termination                                                 49
                          20.1    Termination events                                          49
                          20.2    Termination                                                 51
                          20.3    Effect of termination                                       51
                          20.4    Damages                                                     51

                          21      Public announcements                                        52
                          21.1    Public announcement of Scheme                               52
                          21.2    Required disclosure                                         52
                          21.3    Other announcements                                         52

                          22      Confidential Information                                    52


                          23      Notices and other communications                            52
                          23.1    Form - all communications                                   52
                          23.2    Form - communications sent by email                         53
                          23.3    Delivery                                                    53



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                          23.4    When effective                                                  53
                          23.5    When taken to be received                                       53
                          23.6    Receipt outside business hours                                  54

                          24      Goods and services tax (GST)                                    54
                          24.1    Consideration GST exclusive                                     54
                          24.2    Payment of GST                                                  54
                          24.3    Reimbursements                                                  54
                          24.4    Calculation of payments                                         54
                          24.5    Interpretation                                                  54

                          25      Miscellaneous                                                   55
                          25.1    Discretion in exercising rights                                 55
                          25.2    Partial exercising of rights                                    55
                          25.3    No liability for loss                                           55
                          25.4    Approvals and consents                                          55
                          25.5    Conflict of interest                                            55
                          25.6    Remedies cumulative                                             55
                          25.7    Variation and waiver                                            55
                          25.8    No merger                                                       55
                          25.9    Indemnities                                                     55
                          25.10   Enforceability                                                  56
                          25.11   Further steps                                                   56
                          25.12   Construction                                                    56
                          25.13   Costs                                                           56
                          25.14   Stamp duty                                                      56
                          25.15   Entire agreement                                                56
                          25.16   Assignment                                                      56
                          25.17   No representation or reliance                                   56
                          25.18   Governing law                                                   57
                          25.19   Counterparts                                                    57
                          Schedule 1      Prescribed Events                                       58
                          Schedule 2      Conditions Precedent (clause 3.1)                       62
                          Schedule 3      Timetable* (clause 6.1)                                 65
                          Schedule 4      Tawana’s obligations (clause 7.1)                       66
                          Schedule 5      AMAL’s obligations (clause 7.2)                         70
                          Schedule 6      Tawana’s representations and warranties (clause 18.1)   72
                          Schedule 7      AMAL’s representations and warranties (clause 18.5)     75
                          Signing page
                          Annexure A - Scheme
                          Annexure B - Deed Poll




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                          Scheme Implementation Agreement
                          Details



                          Parties             AMAL and Tawana

                          AMAL                Name                 Alliance Mineral Assets Limited

                                              ABN                  56 147 393 735

                                              Formed in            Commonwealth of Australia

                                              Address              Unit 6, 24 Parkland Rd, Osborne Park WA 6017

                                              Email                pauline.gately@alliancemineralassets.com.au

                                              Fax                  +61 8 9388 8837

                                              Attention            Ms Pauline Gately (Chairperson)

                          Tawana              Name                 Tawana Resources NL

                                              ABN                  69 085 166 721

                                              Formed in            Commonwealth of Australia

                                              Address              Level 3, 20 Parkland Road, Osborne Park WA
                                                                   6017

                                              Email                mark.calderwood@tawana.com.au

                                              Fax                  +61 8 9489 2600

                                              Attention            Mr Mark Calderwood (Managing Director)

                          Recitals            A         AMAL proposes to acquire all Tawana Shares pursuant to a
                                                        members’ scheme of arrangement under Part 5.1 of the
                                                        Corporations Act.

                                              B         As mutually agreed between Tawana and AMAL, Tawana
                                                        intends to propose the Scheme and issue the Scheme
                                                        Booklet.

                                              C         Tawana and AMAL have agreed to implement the
                                                        Transaction on the terms and conditions of this agreement.

                          Governing law       Western Australia

                          Date of             See Signing page
                          agreement




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                          Scheme Implementation Agreement
                          General terms



                          1       Definitions and interpretation
                          1.1     Definitions
                                  These meanings apply unless the contrary intention appears.

                                  AMAL Board means the board of directors of AMAL.

                                  AMAL Cash Budget means the AMAL monthly cash budget for the period to 31
                                  December 2018 (excluding cash, cash equivalent and Indebtedness attributable
                                  to Bald Hill Joint Venture activities), as initialled by the parties for identification
                                  purposes only.

                                  AMAL Competing Transaction means any proposal, agreement, arrangement,
                                  reorganisation or transaction which, if entered into or completed, would mean a
                                  person (other than Tawana or its Related Bodies Corporate), either alone or
                                  together with its associates, would:

                                  (a)      directly or indirectly, acquire an interest or Relevant Interest in, become
                                           the holder of, or otherwise acquire or have a legal, beneficial or
                                           economic interest in:

                                           (i)      50% or more of the AMAL Shares; or

                                           (ii)     all, or a substantial or material part, of AMAL’s business or
                                                    assets;

                                  (b)      acquire control of AMAL, within the meaning of section 50AA of the
                                           Corporations Act; or

                                  (c)      otherwise directly or indirectly acquire, merge with, or acquire a
                                           significant shareholding or economic interest in AMAL or AMAL’s
                                           business or assets,

                                  whether by way of takeover bid, scheme of arrangement, shareholder approved
                                  acquisition, capital reduction or buy-back, sale or purchase of assets, sale or
                                  purchase of shares, joint venture, reverse takeover, dual-listed company structure
                                  or other synthetic merger or other transaction or arrangement.

                                  AMAL Director means a director of AMAL.

                                  AMAL Excused Conduct means:

                                  (a)      any act or omission of AMAL or its Representatives that is required
                                           under the terms of the Bald Hill JVA, including any act or omission
                                           directed by the management committee established under the Bald Hill
                                           JVA which AMAL or its Representatives are required to comply with
                                           under the terms of the Bald Hill JVA; and

                                  (b)      any conduct of Lithco or its Representatives (including nominees of
                                           Lithco on the management committee established under the Bald Hill
                                           JVA) that is in breach of Lithco’s obligations under the Bald Hill JVA or is
                                           otherwise reasonably likely to be considered inconsistent with good
                                           mining practices in Australia.



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                                 AMAL Indemnified Parties means AMAL, its Related Bodies Corporate and the
                                 officers, employees and advisers of each of AMAL and each of its Related Bodies
                                 Corporate.

                                 AMAL Information means the information regarding AMAL provided by AMAL to
                                 Tawana in writing for inclusion in the Scheme Booklet, including:

                                 (a)      information about AMAL, its Related Bodies Corporate, businesses,
                                          interests and dealings in Tawana Shares, its intentions for the Tawana
                                          Group's employees and funding; and

                                 (b)      any other information regarding AMAL as is required to be included in
                                          the Scheme Booklet under all applicable laws (including the
                                          Corporations Act and the Corporations Regulations) and the applicable
                                          rules and policies of ASX and ASIC (including the ASX Listing Rules and
                                          applicable ASIC Regulatory Guides) that the parties agree is "AMAL
                                          Information" and that is identified in the Scheme Booklet as such.

                                 For the avoidance of doubt, AMAL Information does not include information
                                 about the Tawana Group (except to the extent it relates to any statement of
                                 intention of AMAL relating to the Tawana Group following the Effective Date).

                                 AMAL Lender Options means 15,600,000 unlisted options issued by AMAL
                                 over unissued AMAL Shares, held by the AMAL Lenders and exercisable on or
                                 before March 2021 (and which may be settled by AMAL in cash prior the
                                 underlying shares receiving listing and quotation approval from SGX).

                                 AMAL Lenders means Tribeca Investment Partners Pty Ltd, Precision
                                 Opportunities Fund Ltd, Adrinat Investments Pty Ltd ATF Baron Family Super
                                 Fund, Crofton Park Developments Pty Ltd ATF Brougham Superannuation Fund
                                 and M. Alter Super Fund Pty Ltd ATF Alter Family Superannuation Fund.

                                 AMAL Loan Deed means the loan deed dated 28 March 2018 between AMAL
                                 and the AMAL Lenders.

                                 AMAL Management Shares means 13,250,000 AMAL Shares to be issued to
                                 AMAL officers and employees after the date of this agreement, conditional on the
                                 approval of AMAL Shareholders in accordance with SGX Listing Rules.

                                 AMAL Material Adverse Change means a Specified Event which, individually or
                                 when aggregated with other Specified Events of a like kind, results in, or would
                                 be reasonably expected to result in, the value of the net assets of AMAL (as
                                 disclosed in the balance sheet of AMAL as at 31 December 2017) being reduced
                                 by at least A$5 million, but does not include:

                                 (a)      any matter, event or circumstance Fairly Disclosed to, or actually known
                                          by, Tawana or its Representatives before the Execution Date;

                                 (b)      a matter, event or circumstance resulting from AMAL Excused Conduct
                                          or a Claim by Tawana under or in connection with the Bald Hill JVA;

                                 (c)      any matter, event or circumstance which impacts AMAL and Lithco, as
                                          joint venturers under the Bald Hill JV, in a similar manner and to a similar
                                          extent;

                                 (d)      any matter, event or circumstance arising from changes in law or general
                                          economic, political or regulatory conditions in Australia or that affects or
                                          otherwise has an impact on Australia;

                                 (e)      any change in accounting policy required by law;




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                                 (f)      any change occurring directly or indirectly as a result of any matter,
                                          event or circumstance required by this agreement, the Scheme or the
                                          transactions contemplated by them, including a Permitted Transaction;

                                 (g)      any change or disruption to the financial markets of Australia;

                                 (h)      any change to currency exchange or commodity market conditions in
                                          Australia, including lithium prices;

                                 (i)      an event, change, matter, thing or condition that is reasonably likely to
                                          have resulted from, been caused by or occurred in response to, the
                                          Transaction or its announcement;

                                 (j)      any matter, event or circumstance agreed by Tawana in writing; or

                                 (k)      a change resulting directly from a general deterioration in equity markets,
                                          interest rates, exchange rates or credit spreads, that impacts AMAL and
                                          comparable lithium exploration, development or production companies in
                                          a similar manner.

                                 AMAL Notice of Meeting means the notice of meeting and the AMAL
                                 Shareholders’ Circular to be prepared by AMAL in respect of the AMAL
                                 Shareholder Resolutions in accordance with the terms of this agreement and to
                                 be despatched to AMAL Shareholders.

                                 AMAL Prescribed Event means, except:

                                 (a)      to the extent Fairly Disclosed to Tawana; or

                                 (b)      as expressly contemplated by this agreement or the Scheme, including
                                          as part of or in connection with a Permitted Transaction,

                                 any of the events listed in Part 2 of Schedule 1 provided that an AMAL
                                 Prescribed Event will not occur where:

                                 (c)      AMAL has first consulted with Tawana in relation to the event and
                                          Tawana has approved the proposed event in writing; or

                                 (d)      it is caused by or attributable to AMAL Excused Conduct.

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

                                 AMAL Shareholder means:

                                 (a)      any person (other than CDP) registered in the register of members of
                                          AMAL as a holder of AMAL Shares; and

                                 (b)      where CDP is registered in the register of members of AMAL as the
                                          holder of AMAL Shares, any person who is registered in the Depository
                                          Register as having AMAL Shares credited to their Securities Account.

                                 AMAL Shareholders’ Circular means the circular to be issued to AMAL
                                 Shareholders in respect of the AMAL Shareholder Resolutions pursuant to the
                                 SGX Listing Rules.

                                 AMAL Shareholder Resolutions means such resolutions of AMAL Shareholders
                                 as may be necessary to:

                                 (a)      approve the Transaction including the issuance of the AMAL Shares
                                          pursuant to the Scheme for the purposes of, and in accordance with, the
                                          SGX Listing Rules;


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                                 (b)      approve such other matters as may be necessary or desirable in
                                          connection with the Scheme or the admission of AMAL to the Official List
                                          (including amendments to the AMAL constitution),

                                 but excluding, to avoid doubt, any approvals in connection with the issue of the
                                 AMAL Management Shares or the AMAL Lender Options (or AMAL Shares
                                 resulting therefrom).

                                 AMAL SGX Information means all information contained in the SGX Documents
                                 other than the Tawana SGX Information and the SGX Valuation Report(s).

                                 AMAL Superior Proposal means a bona fide AMAL Competing Transaction
                                 which the AMAL Board, acting in good faith, and after receiving written advice
                                 from its external legal and financial advisers, determines is:

                                 (a)      reasonably capable of being completed taking into account all aspects of
                                          the AMAL Competing Transaction and any timing considerations,
                                          conditions precedent and the identity of the proponent; and

                                 (b)      would, if completed substantially in accordance with its terms, be more
                                          favourable to AMAL Shareholders (as a whole) than the Scheme, taking
                                          into account all terms and conditions of the AMAL Competing
                                          Transaction (including consideration, conditionality, funding, certainty
                                          and timing).

                                 Announcement means the public announcement by a party referred to in
                                 clause 21.1.

                                 ASIC means the Australian Securities and Investments Commission.

                                 ASX means ASX Limited ABN 98 008 624 691 or Australian Securities
                                 Exchange, as appropriate.

                                 ASX Consideration Shares means all AMAL Shares issued as Scheme
                                 Consideration (other than AMAL Shares the subject of an election by a Scheme
                                 Participant referred to in clause 4.2(b)), being AMAL Shares held by a Scheme
                                 Participant on, and recorded in, the register of members of AMAL (and not in the
                                 Depository Register).

                                 ASX Listing Rules means the listing rules of ASX.

                                 Authorised Officer means:

                                 (a)      in respect of AMAL, Pauline Gately, or any other person nominated by
                                          AMAL to act as an Authorised Officer under this agreement and notified
                                          to Tawana in writing; and

                                 (b)      in respect of Tawana, each of Mark Calderwood and Robert Benussi, or
                                          any other person nominated by Tawana to act as an Authorised Officer
                                          under this agreement and notified to AMAL in writing.

                                 Bald Hill Joint Venture means the joint venture between AMAL and Lithco
                                 established by, and contemplated in, the Bald Hill JVA.

                                 Bald Hill JVA means the joint venture agreement entered into on or about 18
                                 April 2017 between AMAL and Lithco in respect of the Bald Hill Project in
                                 Western Australia.

                                 Break Fee means A$2 million.

                                 Business Day means a business day as defined in the ASX Listing Rules.


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                                 Capital Raising has the meaning given in clause 12.1.

                                 Catalist means the sponsor-supervised board of the SGX.

                                 CDP means The Central Depository (Pte) Limited.

                                 Claim means any action, suit, claim, demand, cause of action, dispute,
                                 difference, cost or expense (including legal cost), legal, equitable, under statute
                                 or otherwise, and other liabilities or any nature, and whether arising at common
                                 law, in equity, under statute or otherwise.

                                 Competing Transaction means an AMAL Competing Transaction or a Tawana
                                 Competing Transaction, as the case may be.

                                 Conditions Precedent means the conditions precedent set out in Schedule 2.

                                 Confidentiality Agreement means the Mutual Confidentiality Agreement
                                 between Tawana and AMAL dated 9 March 2017.

                                 Controller has the meaning it has in the Corporations Act.

                                 Corporations Act means the Corporations Act 2001 (Cth).

                                 Corporations Regulations means the Corporations Regulations 2001 (Cth).

                                 Court means the Federal Court of Australia or the Supreme Court of Western
                                 Australia, or such other Australian court of competent jurisdiction agreed to in
                                 writing by AMAL and Tawana.

                                 Cowan Project means Tawana’s rights and interests in the Cowan Project and
                                 the Yallari Project, located 50 kilometres south east of Kambalda in the Eastern
                                 Goldfields of Western Australia and comprising exploration licences E15/1205,
                                 E15/1377, E15/1401 (application), E15/1446, E15/1502, E15/1503, E15/1526,
                                 E28/2702 and L15/379 (application), together with all associated agreements,
                                 statutory licences and assets including mining information, core and samples,
                                 and plant and equipment, including shares in Mount Belches.

                                 Deed Poll means a deed poll substantially in the form of Annexure B to this
                                 agreement, or such other form as agreed between AMAL and Tawana.

                                 Depositor has the meaning given in Section 81SF of the Securities and Futures
                                 Act, Chapter 289 of Singapore.

                                 Depository Agent has the meaning given in Section 81SF of the Securities and
                                 Futures Act, Chapter 289 of Singapore.

                                 Depository Register has the meaning given in Section 81SF of the Securities
                                 and Futures Act, Chapter 289 of Singapore.

                                 Details means the section of this agreement headed “Details”.

                                 Effective, when used in relation to the Scheme, means the coming into effect,
                                 pursuant to section 411(10) of the Corporations Act, of the order of the Court
                                 made under section 411(4)(b) of the Corporations Act in relation to the Scheme,
                                 but in any event at no time before an office copy of the order of the Court is
                                 lodged with ASIC.

                                 Effective Date means the date on which the Scheme becomes Effective.

                                 Encumbrance means any mortgage, lien, charge, pledge, encumbrance,
                                 assignment by way of security, security interest (including any 'security interest'


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                                 within the meaning of section 12 of the Personal Property Securities Act 2009
                                 (Cth)), title retention, preferential right or trust arrangement, contractual right of
                                 set-off, claim, covenant, or any other security arrangement or any other
                                 arrangement having the same effect, whether registered or unregistered.

                                 End Date means 31 December 2018 or such other date as is agreed in writing by
                                 AMAL and Tawana.

                                 Exchange Ratio means 1.10 AMAL Shares per Tawana Share, subject to any
                                 alteration pursuant to clause 12.1(d).

                                 Excluded Shareholder means AMAL and its associates.

                                 Excluded Shares means Tawana Shares held by Excluded Shareholders on the
                                 Record Date.

                                 Exclusivity Period means the period from and including the Execution Date to
                                 the earliest of:

                                 (a)      the termination of this agreement in accordance with its terms;

                                 (b)      the Effective Date; and

                                 (c)      the End Date.

                                 Execution Date means the date of execution of this agreement.

                                 Fairly Disclosed means, in respect of a party, disclosed to the other party and
                                 any of the other party’s Representatives in writing prior to the Execution Date, to
                                 the extent that, and in sufficient detail so as to enable, a reasonable and
                                 sophisticated party such as AMAL or Tawana (or one of their Representatives) to
                                 identify the nature and scope of the relevant matter, event or circumstance
                                 (including, in each case, that the possible financial effect if any) of the relevant
                                 matter, event or circumstance was reasonably ascertainable from the information
                                 disclosed). Without limitation, a matter will be deemed Fairly Disclosed:

                                 (a)      by Tawana to AMAL, if announced on ASX in the two years up to, and
                                          including, the Execution Date; and

                                 (b)      by AMAL to Tawana, if announced on SGX in the two years up to, and
                                          including, the Execution Date.

                                 FATA means the Foreign Acquisitions and Takeovers Act 1975 (Cth).

                                 FIRB means the Foreign Investment Review Board.

                                 First Court Date means the first day on which an application made to the Court,
                                 in accordance with item 18 of Schedule 4, for orders under section 411(1) of the
                                 Corporations Act convening the Scheme Meeting to consider the Scheme is
                                 heard.

                                 Headcount Test means the requirement under section 411(4)(a)(ii)(A) of the
                                 Corporations Act that the resolution to approve the Scheme at the Scheme
                                 Meeting is passed by a majority in number of Tawana Shareholders eligible to
                                 vote at the Scheme Meeting and who are present and voting, either in person or
                                 by proxy.

                                 Implementation Date means the fifth Business Day following the Record Date or
                                 such other date as is agreed in writing by Tawana and AMAL.




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                                 Indebtedness means any debt or other monetary liability (whether actual or
                                 contingent), together with all interest, fees and penalties accrued thereon, in
                                 respect of moneys borrowed or raised or any financial accommodation, but
                                 excluding contingent liabilities arising from bank guarantees and surety bonds or
                                 any equivalent instrument provided by the relevant party as surety for contracts
                                 entered into in the ordinary course of business.

                                 Independent Expert means the independent expert appointed by Tawana under
                                 item 4 of Schedule 4.

                                 Independent Expert's Report means the report from the Independent Expert for
                                 inclusion in the Scheme Booklet, including any update or supplementary report,
                                 stating an opinion whether or not the Transaction is in the best interests of
                                 Tawana Shareholders and setting out its reasons for that opinion.

                                 Independent Valuer has the meaning given in clause 8.1(c).

                                 Ineligible Shareholder means a Scheme Participant whose address shown in
                                 the Register on the Record Date is a place outside of Australia and its external
                                 territories, New Zealand, Hong Kong, Singapore and South Africa, unless AMAL
                                 determines that it is lawful and not unduly onerous or impracticable to issue or
                                 provide a Scheme Participant with an address outside those jurisdictions with
                                 AMAL Shares under the Scheme.

                                 A person is Insolvent if:

                                 (a)      it is (or states that it is) an insolvent under administration or insolvent
                                          (each as defined in the Corporations Act);

                                 (b)      it is in liquidation, in provisional liquidation, under administration or
                                          wound up or has had a Controller appointed to any part of its property;

                                 (c)      it is subject to any arrangement, assignment, moratorium or composition,
                                          protected from creditors under any statute or dissolved (in each case,
                                          other than to carry out a reconstruction or amalgamation while solvent on
                                          terms approved by the other parties to this agreement);

                                 (d)      an application or order has been made (and in the case of an
                                          application, it is not stayed, withdrawn or dismissed within 30 days),
                                          resolution passed, proposal put forward, or any other action taken, in
                                          each case in connection with that person, which is preparatory to or
                                          could result in any of (a), (b) or (c) above;

                                 (e)      it is taken (under section 459F(1) of the Corporations Act) to have failed
                                          to comply with a statutory demand;

                                 (f)      it is the subject of an event described in section 459C(2)(b) or section
                                          585 of the Corporations Act (or it makes a statement from which another
                                          party to this agreement reasonably deduces it is so subject);

                                 (g)      it is otherwise unable to pay its debts when they fall due; or

                                 (h)      something having a substantially similar effect to (a) to (g) happens in
                                          connection with that person under the law of any jurisdiction.

                                 JSE means JSE Limited or the financial market operated by it known as the
                                 Johannesburg Stock Exchange, as appropriate.

                                 Lithco means Lithco No.2 Pty Ltd.

                                 Losses means all Claims, demands, damages, losses, costs, expenses and
                                 liabilities.

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                                 Material Contract means, in respect of Tawana or AMAL, a contract or
                                 commitment with a customer, client or supplier of the Tawana Group or AMAL
                                 (as applicable) involving (or expected to involve) revenue, payments, expenditure
                                 or financial commitments of more than $2 million annually in:

                                 (a)      in respect of AMAL, either of the financial years ended 30 June 2018 or
                                          30 June 2019; and

                                 (b)      in respect of Tawana, either of the financial years ended 31 December
                                          2018 or 31 December 2019,

                                 and each of the following will be deemed to be “Material Contracts”:

                                 (c)      the Bald Hill JVA; and

                                 (d)      AMAL's and Lithco's respective lithium concentrate offtake contracts with
                                          (amongst others) Burwill Holdings Limited and Burwill Commodity
                                          Limited.

                                 Metalicity Agreement means the agreement dated on or about 30 October 2017
                                 between Mount Belches and Metalicity Energy in relation to the purchase by
                                 Mount Belches of the Lake Cowan Project from Metalicity Energy.

                                 Metalicity Energy means Metalicity Energy Pty Ltd.

                                 Metalicity Shares means the 153,846 Tawana Shares still to be issued to
                                 Metalicity Energy (or its nominee) as consideration under the Metalicity
                                 Agreement.

                                 Mofe Creek Project means Tawana’s rights and interests in the Mofe Creek Iron
                                 Ore Project in Liberia comprising mineral exploration licences MEL 12029 and
                                 MEL 1223/14, together with all associated agreements, statutory licences and
                                 assets including mining information, core and samples, and plant and equipment,
                                 including shares in Tawana Liberia Inc and Kenema-Man Holdings Pty Ltd.

                                 Mount Belches means Mount Belches Pty Ltd.

                                 Official List means the official list of securities that ASX has admitted but not
                                 removed.

                                 Official Quotation means official quotation by ASX in accordance with the ASX
                                 Listing Rules.

                                 Option means an option issued by Tawana in respect of Tawana Shares,
                                 whether vested or unvested.

                                 Option Cancellation Offer has the meaning given in clause 5.

                                 Option Consideration means, in respect of a class of Options held by an
                                 Optionholder, such number of AMAL Shares to be issued to the Optionholder as
                                 consideration payable for the cancellation of those Options (in aggregate), as set
                                 out in each Optionholder Deed, determined in accordance with the following
                                 formula:
                                           C-D
                                 A = B × ( ______ × E)
                                            C

                                 where:

                                 A        is the number of AMAL Shares to be issued to the Optionholder in
                                          respect of all of the Options in a class held by that Optionholder;


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                                 B        is the number of Options in the class held by the Optionholder;

                                 C        means A$0.4568, being the volume weighted average price of Tawana
                                          Shares on ASX for the 5 trading days immediately prior to (and
                                          excluding) the Execution Date;

                                 D        means the exercise price of the class of Options held by the Scheme
                                          Participant; and

                                 E        means the Exchange Ratio, being 1.10.

                                 Optionholder means each person who is a holder of an Option.

                                 Optionholder Deed means a deed (in the form agreed by AMAL and Tawana,
                                 both acting reasonably) executed by AMAL, Tawana and each Optionholder that
                                 accepts the Option Cancellation Offer, pursuant to which the Optionholder agrees
                                 to the cancellation of each Option held in return for the Option Consideration,
                                 subject to the Scheme becoming Effective, any necessary ASIC relief and/or ASX
                                 waivers being obtained and any prior exercise of the Option.

                                 Permitted Transaction means:

                                 (a)      in respect of AMAL, a Capital Raising undertaken, or to be undertaken,
                                          by AMAL as contemplated in clause 12; and

                                 (b)      in respect of Tawana:

                                          (i)      a Capital Raising undertaken, or to be undertaken, by Tawana
                                                   as contemplated in clause 12;

                                          (ii)     the Spin-out Transaction; and

                                          (iii)    entry into the Proposed Facility,

                                 in each case including all such activities, steps and actions as are reasonably
                                 necessary or convenient in connection with the relevant transaction or would be
                                 reasonably expected to form part of the relevant transaction in the ordinary and
                                 usual course.

                                 PPSR means the register maintained for the purposes of the Personal Property
                                 Securities Act 2009 (Cth).

                                 Proposed Facility means a debt facility with a facility limit of up to $15 million
                                 that is to be made available to Tawana or Lithco. For the avoidance of doubt, this
                                 does not include the issue of any shares, options or other equity securities to the
                                 provider(s) of this debt facility.

                                 Record Date means the fifth Business Day following the Effective Date or such
                                 other date as Tawana and AMAL agree in writing.

                                 Register means the share register of Tawana and Registry has a corresponding
                                 meaning.

                                 Regulator’s Draft means the draft of the Scheme Booklet in a form acceptable to
                                 Tawana which is provided to ASIC for approval pursuant to section 411(2) of the
                                 Corporations Act.

                                 Regulatory Approval means any approval of a Regulatory Authority to the
                                 Transaction or any aspect of it which is necessary or desirable for the
                                 implementation of the Transaction.



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                                 Regulatory Authority means:

                                 (a)      ASX, ASIC, JSE and SGX;

                                 (b)      the Takeovers Panel;

                                 (c)      FIRB;

                                 (d)      a government or governmental, semi-governmental or judicial entity or
                                          authority in Australia;

                                 (e)      a minister, department, office, commission, delegate, instrumentality,
                                          agency, board, authority or organisation of any government in Australia;
                                          and

                                 (f)      any regulatory organisation established under statute in Australia.

                                 Regulatory Review Period means the period from the date on which the
                                 Regulator’s Draft is submitted to ASIC to the date on which ASIC confirms that it
                                 does not intend to make any submissions at the Court hearing on the First Court
                                 Date or otherwise object to the Scheme.

                                 Related Body Corporate has the meaning it has in the Corporations Act.

                                 Relevant Interest has the same meaning as given by the Corporations Act.

                                 Representative means any person acting for or on behalf of a party including
                                 any director, officer, employee, agent, contractor or professional advisor of a
                                 party.

                                 Sale Agent means an entity appointed by AMAL to sell the AMAL Shares that
                                 are attributable to Ineligible Shareholders.

                                 Scheme means the scheme of arrangement under Part 5.1 of the Corporations
                                 Act under which all of the Scheme Shares will be transferred to AMAL,
                                 substantially in the form of Annexure A (or such other form as may be agreed by
                                 the parties, acting reasonably), together with any amendment or modification
                                 made pursuant to section 411(6) of the Corporations Act.

                                 Scheme Booklet means, in respect of the Scheme, the information booklet to be
                                 approved by the Court and despatched to Tawana Shareholders which must:

                                 (a)      include the Scheme, an explanatory statement complying with the
                                          requirements of the Corporations Act, notice of meeting and proxy forms;
                                          and

                                 (b)      comply with the Corporations Act, Corporations Regulations, applicable
                                          ASIC Regulatory Guides and the ASX Listing Rules.

                                 Scheme Consideration means such number of AMAL Shares in the form of ASX
                                 Consideration Shares or, if a Scheme Participant has made an election as
                                 contemplated in clause 4.2(b), SGX Consideration Shares, as is determined by
                                 applying the Exchange Ratio to the number of Scheme Shares held by a Scheme
                                 Participant at 5.00pm on the Record Date.

                                 Scheme Meeting means the meeting to be convened by the Court at which
                                 Tawana Shareholders will vote on the Scheme.

                                 Scheme Participant means a person registered as a Tawana Shareholder at
                                 5.00pm on the Record Date, other than an Excluded Shareholder.



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                                 Scheme Shares means all Tawana Shares on issue as at 5.00pm on the Record
                                 Date, other than the Excluded Shares.

                                 Second Court Date means the day on which the Court makes an order pursuant
                                 to section 411(4)(b) of the Corporations Act approving the Scheme.

                                 Securities Account means the relevant securities account maintained by a
                                 Depositor with CDP but does not include a securities sub-account maintained
                                 with a Depository Agent.

                                 SGX means Singapore Exchange Securities Trading Limited.

                                 SGX Additional Listing Application means the application by AMAL to the SGX
                                 for the:

                                 (a)      AMAL Shares issued as Scheme Consideration;

                                 (b)      AMAL Management Shares; and

                                 (c)      AMAL Shares issued upon the exercise of AMAL Lender Options,

                                 to be admitted to and listed for quotation on the official list of the Catalist.

                                 SGX Consideration Shares means the AMAL Shares issued as Scheme
                                 Consideration in respect of which a Scheme Participant has made an election
                                 referred to in clause 4.2(b), being AMAL Shares which will be held by a Scheme
                                 Participant as recorded in the Depository Register.

                                 SGX Documents means the AMAL Notice of Meeting, SGX Additional Listing
                                 Application and all other information furnished by AMAL to the SGX in respect of
                                 the Transaction as required to be furnished by the SGX Listing Rules.

                                 SGX Listing Rules means Section B of the SGX Listing Manual: Rules of
                                 Catalist, as amended, modified or supplemented from time to time.

                                 SGX Valuation Report means the report(s) from the Independent Valuer(s)
                                 appointed by AMAL for inclusion in the AMAL Notice of Meeting to value Tawana
                                 in accordance with the SGX Listing Rules.

                                 Specified Event means any change, event, occurrence, matter or circumstance
                                 that:

                                 (a)      occurs after the Execution Date;

                                 (b)      occurs before the Execution Date but is only discovered, announced or
                                          publicly disclosed after the Execution Date; or

                                 (c)      will or is likely to occur after the Execution Date and which has not been
                                          publicly announced prior to the Execution Date.

                                 SpinCo means Cowan Lithium Limited ACN 625 128 770, a wholly-owned
                                 subsidiary of Tawana.

                                 Spin-out Transaction has the meaning given in clause 11.1.

                                 Subsidiary has the meaning it has in the Corporations Act.

                                 Superior Proposal Period means the period commencing on the date a Tawana
                                 Superior Proposal comes into existence and ending on the date that the Tawana
                                 Superior Proposal is withdrawn, terminated, rejected, expires or is otherwise
                                 concluded.


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                                 Takeovers Panel means the review body continuing in existence under section
                                 261 of the Australian Securities and Investments Commission Act 2001 (Cth) and
                                 given powers under Part 6.10 of the Corporations Act.

                                 Tawana Board means the board of directors of Tawana.

                                 Tawana Cash Budget means the Tawana monthly cash budget for the period to
                                 31 December 2018 (excluding cash, cash equivalent and Indebtedness
                                 attributable to Bald Hill Joint Venture activities), as initialled by the parties for
                                 identification purposes only.

                                 Tawana Competing Transaction means any proposal, agreement,
                                 arrangement, reorganisation or transaction which, if entered into or completed,
                                 would mean a person (other than AMAL or its Related Bodies Corporate), either
                                 alone or together with its associates, would:

                                 (a)      directly or indirectly, acquire an interest or Relevant Interest in, become
                                          the holder of, or otherwise acquire or have a legal, beneficial or
                                          economic interest in:

                                          (i)      50% or more of the Tawana Shares; or

                                          (ii)     all, or a substantial or material part, of the Tawana Group’s
                                                   business or assets;

                                 (b)      acquire control of Tawana or any of its material Subsidiaries, within the
                                          meaning of section 50AA of the Corporations Act; or

                                 (c)      otherwise directly or indirectly acquire, merge with, or acquire a
                                          significant shareholding or economic interest in Tawana or the Tawana
                                          Group’s business or assets,

                                 whether by way of takeover bid, scheme of arrangement, shareholder approved
                                 acquisition, capital reduction or buy-back, sale or purchase of assets, sale or
                                 purchase of shares, joint venture, reverse takeover, dual-listed company structure
                                 or other synthetic merger or other transaction or arrangement, provided always
                                 that the Spin-out Transaction shall not be a Tawana Competing Transaction.

                                 Tawana Employee Option means up to 1,000,000 Options exercisable at $0.50
                                 per Tawana Share exercisable within 3 years from the date of grant, proposed to
                                 be issued to Tawana employees after the Execution Date.

                                 Tawana Director means a director of Tawana.

                                 Tawana Excused Conduct means:

                                 (a)      any act or omission of Lithco or its Representatives that is required
                                          under the terms of the Bald Hill JVA, including any act or omission
                                          directed by the management committee established under the Bald Hill
                                          JVA which Lithco or its Representatives are required to comply with
                                          under the terms of the Bald Hill JVA; and

                                 (b)      any conduct of AMAL or its Representatives (including AMAL’s
                                          nominees on the management committee established under the Bald Hill
                                          JVA) that is in breach of AMAL’s obligations under the Bald Hill JVA or is
                                          otherwise reasonably likely to be considered inconsistent with good
                                          mining practices in Australia.

                                 Tawana Group means Tawana and its Subsidiaries.



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                                 Tawana Indemnified Parties means Tawana, its officers, employees and
                                 advisers and its Related Bodies Corporate and the officers, employees and
                                 advisers of each of its Related Bodies Corporate.

                                 Tawana Information means all information contained in the Scheme Booklet
                                 other than the AMAL Information and the Independent Expert’s Report.

                                 Tawana Material Adverse Change means a Specified Event which, individually
                                 or when aggregated with other Specified Events of a like kind, results in, or would
                                 be reasonably expected to result in, the value of the net assets of the Tawana
                                 Group (as disclosed in the consolidated balance sheet of Tawana as at 30 June
                                 2017) being reduced by at least A$5 million, but does not include:

                                 (a)      any matter, event or circumstance Fairly Disclosed to, or actually known
                                          by, AMAL or its Representatives (other than to the extent that such
                                          matters, events or circumstances are only known by Representatives not
                                          involved with the Transaction) before the Execution Date;

                                 (b)      a matter, event or circumstance resulting from Tawana Excused Conduct
                                          or a Claim by AMAL under or in connection with the Bald Hill JVA;

                                 (c)      any matter, event or circumstance which impacts AMAL and Lithco, as
                                          joint venturers under the Bald Hill JV, in a similar manner and to a similar
                                          extent;

                                 (d)      any matter, event or circumstance arising from changes in law or general
                                          economic, political or regulatory conditions in Australia or that affects or
                                          otherwise has an impact on Australia;

                                 (e)      any change in accounting policy required by law;

                                 (f)      any change occurring directly or indirectly as a result of any matter,
                                          event or circumstance required by this agreement, the Scheme or the
                                          transactions contemplated by them, including a Permitted Transaction;

                                 (g)      any change or disruption to the financial markets of Australia;

                                 (h)      any change to currency exchange or commodity market conditions in
                                          Australia, including lithium prices;

                                 (i)      an event, change, matter, thing or condition that is reasonably likely to
                                          have resulted from, been caused by or occurred in response to, the
                                          Transaction or its announcement;

                                 (j)      any matter, event or circumstance agreed to by AMAL in writing; or

                                 (k)      a change resulting directly from a general deterioration in equity markets,
                                          interest rates, exchange rates or credit spreads, that impacts the
                                          Tawana Group and comparable lithium exploration, development or
                                          production companies in a similar manner.

                                 Tawana Prescribed Event means, except:

                                 (a)      to the extent Fairly Disclosed to AMAL; or

                                 (b)      as expressly contemplated by this agreement or the Scheme, including
                                          Permitted Transactions,




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                                  any of the events listed in Part 1 of Schedule 1 provided that a Tawana
                                  Prescribed Event will not occur where:

                                  (a)      Tawana has first consulted with AMAL in relation to the event and AMAL
                                           has approved the proposed event in writing; or

                                  (b)      it is caused by or attributable to Tawana Excused Conduct.

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

                                  Tawana Shareholder means each person registered in the Register as a holder
                                  of Tawana Shares.

                                  Tawana SGX Information means the information regarding Tawana provided by
                                  Tawana to AMAL in writing for inclusion in the SGX Documents, including:

                                  (a)      information about Tawana, its Related Bodies Corporate and businesses
                                           and interests; and

                                  (b)      any other information regarding Tawana as is required to be included in
                                           the SGX Documents under all applicable laws and the applicable rules
                                           and policies of SGX (including the SGX Listing Rules) that the parties
                                           agree is “Tawana SGX Information”.

                                  Tawana Superior Proposal means a bona fide Tawana Competing Transaction
                                  which the Tawana Board, acting in good faith, and after receiving written advice
                                  from its external legal and financial advisers, determines is:

                                  (a)      reasonably capable of being completed taking into account all aspects of
                                           the Tawana Competing Transaction and any timing considerations,
                                           conditions precedent and the identity of the proponent; and

                                  (b)      would, if completed substantially in accordance with its terms, be more
                                           favourable to Tawana Shareholders (as a whole) than the Scheme,
                                           taking into account all terms and conditions of the Tawana Competing
                                           Transaction (including consideration, conditionality, funding, certainty
                                           and timing).

                                  Timetable means the timetable set out in Schedule 3.

                                  Transaction means the acquisition by AMAL of all Tawana Shares through the
                                  implementation of the Scheme and other transactions contemplated by this
                                  agreement, including the listing of the ASX Consideration Shares on the ASX,
                                  other than the Permitted Transactions.

                                  Treasurer means the Treasurer of the Commonwealth of Australia.


                          1.2     References to certain general terms
                                  Unless the contrary intention appears, a reference in this agreement to:

                                  (a)      (variations or replacement) a document (including this agreement)
                                           includes any variation or replacement of it;

                                  (b)      (clauses, annexures and schedules) a clause, annexure or schedule is
                                           a reference to a clause in or annexure or schedule to this agreement;

                                  (c)      (reference to statutes) a statute, ordinance, code or other law includes
                                           regulations and other instruments under it and consolidations,
                                           amendments, re-enactments or replacements of any of them;



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                                  (d)      (law) law means common law, principles of equity, and laws made by
                                           parliament (and laws made by parliament include State, Territory and
                                           Commonwealth laws and regulations and other instruments under them,
                                           and consolidations, amendments, re-enactments or replacements of any
                                           of them);

                                  (e)      (singular includes plural) the singular includes the plural and vice
                                           versa;

                                  (f)      (party) a party means a party to this agreement;

                                  (g)      (person) the word “person” includes an individual, a firm, a body
                                           corporate, a partnership, a joint venture, an unincorporated body or
                                           association, or any Regulatory Authority;

                                  (h)      (executors, administrators, successors) a particular person includes a
                                           reference to the person’s executors, administrators, successors,
                                           substitutes (including persons taking by novation) and assigns;

                                  (i)      (reference to a group of persons) a group of persons or things is a
                                           reference to any two or more of them jointly and to each of them
                                           individually;

                                  (j)      (dollars) Australian dollars, dollars, A$ or $ is a reference to the lawful
                                           currency of Australia, and Singapore dollars or S$ is a reference to the
                                           lawful currency of Singapore;

                                  (k)      (calculation of time) a period of time dating from a given day or the day
                                           of an act or event, is to be calculated exclusive of that day;

                                  (l)      (reference to a day) a day is to be interpreted as the period of time
                                           commencing at midnight and ending 24 hours later;

                                  (m)      (accounting terms) an accounting term is a reference to that term as it
                                           is used in accounting standards under the Corporations Act, or, if not
                                           inconsistent with those standards, in accounting principles and practices
                                           generally accepted in Australia;

                                  (n)      (meaning not limited) the words “include”, “including”, “for example” or
                                           “such as” when introducing an example, do not limit the meaning of the
                                           words to which the example relates to that example or examples of a
                                           similar kind; and

                                  (o)      (time of day) time is a reference to time in Perth, Western Australia
                                           time.


                          1.3     Next day
                                  If an act under this agreement to be done by a party on or by a given day is done
                                  after 5.30pm on that day, it is taken to be done on the next day.


                          1.4     Next Business Day
                                  If an event must occur on a stipulated day which is not a Business Day then the
                                  stipulated day will be taken to be the next Business Day.


                          1.5     Headings
                                  Headings (including those in brackets at the beginning of paragraphs) are for
                                  convenience only and do not affect the interpretation of this agreement.



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                          2       Agreement to propose and implement Scheme
                          2.1     Tawana to propose Scheme
                                  (a)      Tawana agrees to propose the Scheme on and subject to the terms and
                                           conditions of this agreement.

                                  (b)      AMAL agrees to assist Tawana to propose the Scheme on and subject
                                           to the terms and conditions of this agreement.


                          2.2     Agreement to implement Transaction
                                  The parties agree to implement the Transaction on the terms and conditions of
                                  this agreement.



                          3       Conditions Precedent
                          3.1     Conditions Precedent
                                  Subject to this clause 3, the obligations of AMAL under clause 4.2 are conditional
                                  on the satisfaction (or waiver, if applicable) of each of the Conditions Precedent
                                  contained in Schedule 2 to the extent and in the manner set out in clauses 3.2
                                  and 3.4, and the Scheme will not become Effective unless and until all such
                                  Conditions Precedent are satisfied or waived.


                          3.2     Benefit of certain Conditions Precedent
                                  A Condition Precedent may only be waived in writing by a party entitled to the
                                  benefit of that Condition Precedent as noted in the table set out in Schedule 2
                                  and will be effective only to the extent specifically set out in that waiver.

                                  A party entitled to waive the breach or non-fulfilment of a Condition Precedent
                                  under this clause 3.2 may do so in its absolute discretion.

                                  The parties acknowledge that the Conditions Precedent set out in items 1(c),
                                  1(d), 2 and 3 of Schedule 2 cannot be waived.


                          3.3     Waiver of Conditions Precedent
                                  If either Tawana or AMAL waives the breach or non-fulfilment of a Condition
                                  Precedent in accordance with this clause, then:

                                  (a)      subject to subclause 3.3(b), that waiver precludes that party from suing
                                           the other for any breach of this agreement arising as a result of the
                                           breach or non-fulfilment of that Condition Precedent or arising from the
                                           same event which gave rise to the breach or non-fulfilment of that
                                           Condition Precedent; but

                                  (b)      if the waiver of the Condition Precedent is itself conditional and the other
                                           party:

                                           (i)      accepts the condition, the terms of that condition apply
                                                    notwithstanding any inconsistency with subclause 3.3(a); or

                                           (ii)     does not accept the condition, the Condition Precedent has not
                                                    been waived.



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                          3.4     Reasonable endeavours
                                  Each of Tawana and AMAL agree to use reasonable endeavours to procure that:

                                  (a)      each of the Conditions Precedent:

                                           (i)      is satisfied as soon as is reasonably practicable after the
                                                    Execution Date; and

                                           (ii)     continues to be satisfied at all times until the last time that the
                                                    relevant clause is to be satisfied (as the case may require); and

                                  (b)      there is no occurrence within its control or the control of any of its
                                           Subsidiaries that would prevent the Conditions Precedent being
                                           satisfied.


                          3.5     FIRB application
                                  (a)      AMAL must lodge its application to the Treasurer in relation to the
                                           Condition Precedent in item 1(d) of Schedule 2 no later than 10 Business
                                           Days after execution of this agreement unless otherwise agreed in
                                           writing by Tawana.

                                  (b)      AMAL must, prior to providing any written communications to the
                                           Treasurer (or his delegate) or FIRB regarding the Condition Precedent in
                                           item 1(d) of Schedule 2:

                                           (i)      consult with Tawana with respect to the content of the
                                                    communications; and

                                           (ii)     provide Tawana with draft extracts of those parts of the
                                                    communications that relate to the Tawana Group, its business or
                                                    its assets and make such amendments as Tawana reasonably
                                                    requires.

                                  (c)      AMAL will provide copies of any written communications sent to or
                                           received from FIRB to Tawana promptly upon despatch or receipt (as the
                                           case may be).


                          3.6     Regulatory matters
                                  Without limiting clause 3.4 or clause 3.5, each party:

                                  (a)      (Regulatory Approvals) must promptly apply for all relevant Regulatory
                                           Approvals and take all steps it is responsible for as part of the approval
                                           process, including responding to requests for information from the
                                           relevant Regulatory Authority at the earliest practicable time;

                                  (b)      (representation) subject to the requirements of the relevant Regulatory
                                           Authority, has the right to be represented and make submissions at any
                                           proposed meeting with any Regulatory Authority relating to any
                                           Regulatory Approval; and

                                  (c)      (consultation) must consult with the other party in advance in relation to
                                           all communications (whether written or oral, and whether direct or via a
                                           Representative) with any Regulatory Authority relating to any Regulatory
                                           Approval (Communications) and, without limitation:

                                           (i)      provide the other party with drafts of any material written
                                                    Communications to be sent to a Regulatory Authority and make
                                                    such amendments as the other party reasonably requires; and



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                                           (ii)     provide copies of any material written Communications sent to
                                                    or received from a Regulatory Authority to the other party
                                                    promptly upon despatch or receipt (as the case may be),

                                           in each case to the extent it is reasonable to do so.


                          3.7     Notices in relation to Conditions Precedent
                                  Each party must:

                                  (a)      (notice of satisfaction) keep the other party promptly and reasonably
                                           informed of the steps it has taken and of its progress towards satisfaction
                                           of a Condition Precedent and promptly notify the other of satisfaction of a
                                           Condition Precedent and must keep the other informed of any material
                                           development of which it becomes aware that may lead to the breach or
                                           non-fulfilment of a Condition Precedent;

                                  (b)      (notice of failure) immediately give written notice to the other party
                                           upon becoming aware of a breach or non-fulfilment of a Condition
                                           Precedent, or of any event which will prevent a Condition Precedent
                                           being satisfied;

                                  (c)      (notice of waiver) upon receipt of a notice given under clause 3.7(b),
                                           give written notice to the other party as soon as reasonably practicable
                                           (and in any event before 5.00pm on the day before the Second Court
                                           Date) as to whether or not it waives the breach or non-fulfilment of any
                                           Condition Precedent resulting from the occurrence of that event,
                                           specifying the Condition Precedent in question; and

                                  (d)      (certificates) give to:

                                           (i)      the other (in draft) by 5.00pm on the day immediately prior to the
                                                    Second Court Date; and

                                           (ii)     the Court (in final form), on the Second Court Date,

                                           a certificate signed by an Authorised Officer (in respect of the Conditions
                                           Precedent relating to it, other than the Condition Precedent in item 3 of
                                           Schedule 2) whether or not those Conditions Precedent have been
                                           satisfied or waived.


                          3.8     Effect of waiver or non-fulfilment
                                  A waiver of breach or non-fulfilment in respect of one Condition Precedent does
                                  not constitute:

                                  (a)      a waiver of the breach or non-fulfilment of any other Condition Precedent
                                           resulting from the same event; or

                                  (b)      a waiver of the breach or non-fulfilment of that Condition Precedent
                                           resulting from any other event.


                          3.9     Consultation on failure of Conditions Precedent
                                  Subject to clause 3.12, if:

                                  (a)      there is a breach or non-fulfilment of a Condition Precedent which is not
                                           waived in accordance with this agreement by the time or date specified
                                           in this agreement for the satisfaction of the Condition Precedent;




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                                  (b)      there is an act, failure to act or occurrence which will prevent a Condition
                                           Precedent being satisfied by the time or date specified in this agreement
                                           for the satisfaction of the Condition Precedent (and the breach or non-
                                           fulfilment which would otherwise occur has not already been waived in
                                           accordance with this agreement); or

                                  (c)      if the Scheme has not become Effective by the End Date,

                                  then the parties must consult in good faith with a view to determining whether:

                                  (d)      the Scheme may proceed by way of alternative means or methods;

                                  (e)      to extend the relevant time for satisfaction of the Condition Precedent or
                                           to adjourn or change the date of an application to the Court; or

                                  (f)      to extend the End Date.


                          3.10    Failure to agree
                                  If the parties are unable to reach agreement under clause 3.9 within 5 Business
                                  Days (or any shorter period ending at 5.00pm on the day before the Second
                                  Court Date):

                                  (a)      subject to subclause 3.10(b), either party may terminate this agreement
                                           (and such termination will be in accordance with clause 20.1(e)(i)); or

                                  (b)      if a Condition Precedent may be waived and exists for the benefit of one
                                           party only, that party only may waive that Condition Precedent or
                                           terminate this agreement (and such termination will be in accordance
                                           with clause 20.1(e)(ii)),

                                  in each case before 8.00am on the Second Court Date. A party will not be
                                  entitled to terminate this agreement pursuant to this clause 3.10 if the relevant
                                  Condition Precedent has not been satisfied or agreement cannot be reached as
                                  a result of:

                                  (c)      a breach of this agreement by that party; or

                                  (d)      a deliberate act or omission of that party (other than the exercise of a
                                           discretion contemplated in the Condition Precedent).


                          3.11    Regulatory Approval
                                  A Regulatory Approval, and any approval from the Treasurer (or his delegate) for
                                  the purposes of the Condition Precedent in item 1(d) of Schedule 2, will be
                                  regarded as having been obtained notwithstanding that a condition or conditions
                                  may have been attached to that Regulatory Approval if that condition or those
                                  conditions (as the case may be) are reasonably satisfactory to Tawana and
                                  AMAL.


                          3.12    Scheme voted down
                                  If the Scheme is not approved by Tawana Shareholders at the Scheme Meeting
                                  by reason only of the non-satisfaction of the Headcount Test, then unless AMAL
                                  agrees otherwise, Tawana must:

                                  (a)      apply for an order of the Court contemplated by section 411(4)(a)(ii)(A)
                                           of the Corporations Act to disregard the Headcount Test and seek Court
                                           approval of the Scheme under section 411(4)(b) of the Corporations Act,
                                           notwithstanding that the Headcount Test has not been satisfied; and



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                                  (b)      make such submissions to the Court and file such evidence as legal
                                           counsel engaged by Tawana to represent it in Court proceedings related
                                           to the Scheme, in consultation with AMAL, considers is reasonably
                                           required to seek to persuade the Court to exercise its discretion under
                                           section 411(4)(a)(ii)(A) of the Corporations Act to make an order to
                                           disregard the Headcount Test.



                          4       Outline of Scheme
                          4.1     Scheme
                                  Subject to clause 3.1 and the terms of this agreement, Tawana must propose a
                                  scheme of arrangement under which on the Implementation Date:

                                  (a)      all of the Scheme Shares held by the Scheme Participants will be
                                           transferred to AMAL; and

                                  (b)      each Scheme Participant will be entitled to receive the Scheme
                                           Consideration.


                          4.2     Scheme Consideration
                                  (a)      Subject to the terms and conditions of this agreement and the Scheme,
                                           AMAL covenants in favour of Tawana (in its own right and as trustee for
                                           each Scheme Participant) that in consideration of the transfer to AMAL
                                           of each Scheme Share held by a Scheme Participant under the terms of
                                           the Scheme, AMAL will, on the Implementation Date, provide to each
                                           Scheme Participant the Scheme Consideration in accordance with the
                                           terms of this agreement, the Scheme and the Deed Poll.

                                  (b)      A Scheme Participant (other than an Ineligible Shareholder) will be
                                           entitled to elect to receive, as consideration for the transfer of its Scheme
                                           Shares to AMAL, SGX Consideration Shares instead of ASX
                                           Consideration Shares, subject to such Scheme Participant providing
                                           AMAL with all necessary details of its Securities Account or Depository
                                           Agent’s securities sub-account for purpose of crediting the SGX
                                           Consideration Shares. In the absence of such an election, each Scheme
                                           Participant (other than an Ineligible Shareholder) will receive ASX
                                           Consideration Shares.

                                  (c)      Where the calculation of the number of AMAL Shares to be issued to a
                                           particular Scheme Participant would result in the issue of a fraction of an
                                           AMAL Share, the fractional entitlement will be rounded up to the nearest
                                           whole number of AMAL Shares.


                          4.3     Undertakings held as trustee
                                  Tawana acknowledges that the undertaking by AMAL in clause 4.2 is given to
                                  Tawana in its own right and in its capacity as trustee for each Scheme
                                  Participant.


                          4.4     Ineligible Shareholders
                                  (a)      AMAL has no obligation under this agreement or the Scheme to issue or
                                           provide, and must not issue or provide, any AMAL Shares under this
                                           agreement or the Scheme to any Ineligible Shareholder and, instead,
                                           AMAL must, on the Implementation Date, issue the AMAL Shares that
                                           would otherwise have been issued to or in respect of the Ineligible
                                           Shareholder to the Sale Agent.


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                                  (b)      AMAL will procure that, as soon as reasonably practicable and in any
                                           event not more than 15 Business Days after the Implementation Date,
                                           the Sale Agent:

                                           (i)      sells all of the AMAL Shares issued to the Sale Agent pursuant
                                                    to clause 4.4(a) in such manner, on such financial market, at
                                                    such price and on such other terms as the Sale Agent
                                                    determines in good faith; and

                                           (ii)     remits to each Ineligible Shareholder the proportion of the net
                                                    proceeds of sale (after deducting any applicable brokerage,
                                                    stamp duty and other selling costs, taxes and charges) to which
                                                    that Ineligible Shareholder is entitled.


                          4.5     Consideration shares
                                  AMAL covenants in favour of Tawana (in its own right and on behalf of the
                                  Scheme Participants) that:

                                  (a)      the AMAL Shares to be issued pursuant to the Scheme are duly and
                                           validly authorised and are of the same class of AMAL Shares currently
                                           on issue and will rank equally in all respects with all existing AMAL
                                           Shares on issue;

                                  (b)      each AMAL Share issued pursuant to the Scheme will be validly issued,
                                           fully paid and free from any Encumbrance or other third party rights; and

                                  (c)      AMAL will ensure that:

                                           (i)      all AMAL Shares issued as Scheme Consideration are approved
                                                    for listing on the official list of the Catalist and trading on SGX
                                                    and that trading in the SGX Consideration Shares commences
                                                    on the SGX on the first trading day of SGX following the
                                                    Implementation Date (or such later date as the SGX requires);
                                                    and

                                           (ii)     ASX gives approval for the Official Quotation of all AMAL Shares
                                                    and that trading in the ASX Consideration Shares commences
                                                    on the ASX on the first trading day on the ASX following the
                                                    Implementation Date (or such later date as ASX requires).



                          5       Options
                          5.1     Optionholder offers
                                  Tawana must make offers to each Optionholder as soon as reasonably
                                  practicable after the Execution Date but in any event prior to the First Court Date
                                  (Option Cancellation Offer) and use its best endeavours to ensure that each
                                  Optionholder either:

                                  (a)      exercises their Options, in which event Tawana will ensure that the
                                           relevant Tawana Shares are issued prior to 5.00pm on the Record Date
                                           so as to be Scheme Shares; or

                                  (b)      enters into an Optionholder Deed.


                          5.2     Option Consideration
                                  AMAL covenants in favour of Tawana (in its own right and as trustee for each
                                  Optionholder) that in consideration of the cancellation of each Option held by an


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                                  Optionholder, AMAL will, on the Implementation Date, issue to each Optionholder
                                  the AMAL Shares which constitute the Option Consideration in accordance with
                                  the terms of each Optionholder Deed.


                          5.3     ASX waiver
                                  As soon as practicable after the Execution Date (and in any event by no later
                                  than 5.00pm on the Business Day prior to the First Court Date), Tawana will
                                  apply for, and use its best endeavours to procure:

                                  (a)      a waiver from ASX Listing Rule 6.23.2 to enable the Options to be
                                           cancelled in consideration for the Option Consideration without obtaining
                                           approval from Tawana Shareholders; and

                                  (b)      any other ASX waiver necessary to give effect to the treatment of the
                                           Options as contemplated by this clause 5.


                          5.4     ASIC relief
                                  As soon as practicable after the Execution Date (and in any event by no later
                                  than 5.00pm on the Business Day prior to the First Court Date), AMAL will apply
                                  for, and use its best endeavours to procure, ASIC relief to allow the on-sale of
                                  AMAL Shares that constitute the Option Consideration without disclosure.



                          6       Co-operation and timing
                          6.1     General obligations
                                  Tawana and AMAL must each:

                                  (a)      use all reasonable endeavours and commit all reasonably necessary
                                           resources (including reasonably necessary management and corporate
                                           relations resources and the resources of external advisers); and

                                  (b)      procure that its officers and advisers work in good faith and in a timely
                                           and co-operative fashion with the other party (including by attending
                                           such meetings and by providing such information as in each case may
                                           reasonably be required),

                                  to comply with their respective obligations in this agreement to produce the
                                  Scheme Booklet and the SGX Documents and to implement the Scheme as soon
                                  as reasonably practicable and substantially in accordance with the Timetable.


                          6.2     Access to people and information
                                  Between the Execution Date and the earlier of the Implementation Date and the
                                  date this agreement is terminated, each party (Access Provider) must promptly
                                  provide the other party (Accessing Party) and its officers and advisers with
                                  reasonable access to the Access Provider’s officers and advisers and
                                  documents, records, and other information (subject to any existing confidentiality
                                  obligations owed to third parties, or applicable privacy laws) reasonably
                                  requested by them, which the Accessing Party reasonably requires for the
                                  purposes of:

                                  (a)      applying for and pursuing all relevant Regulatory Approvals (including for
                                           the purposes of the Condition Precedent in item 1(c) of Schedule 2) and
                                           any approval from the Treasurer (or his delegate) for the purposes of the
                                           Condition Precedent in item 1(d) of Schedule 2;




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                                  (b)      understanding the financial position of the Access Provider or the status
                                           of a Permitted Transaction;

                                  (c)      implementing the Scheme; and

                                  (d)      planning the transition of the Tawana Group and other matters relating to
                                           the conduct of the Tawana Group following the Implementation Date.


                          6.3     Right to separate representation
                                  AMAL is entitled to separate representation at all Court proceedings relating to
                                  the Transaction. Nothing in this agreement is to be taken to give Tawana any
                                  right or power to make or give undertakings to the Court for or on behalf of
                                  AMAL.



                          7       Implementation obligations of the parties
                          7.1     Tawana's obligations
                                  Tawana must comply with the obligations of Tawana set out in Schedule 4 and
                                  take all reasonable steps to implement the Scheme as soon as is reasonably
                                  practicable having regard to the Timetable and in any event prior to the End
                                  Date.


                          7.2     AMAL’s obligations
                                  AMAL must comply with the obligations of AMAL set out in Schedule 5 and take
                                  all reasonable steps to assist Tawana to implement the Scheme as soon as
                                  reasonably practicable having regard to the Timetable and in any event prior to
                                  the End Date.



                          8       AMAL Shareholder Resolutions
                          8.1     AMAL’s obligations
                                  AMAL must take all steps reasonably necessary to obtain the approval of the
                                  AMAL Shareholder Resolutions by the requisite majority as soon as is
                                  reasonably practicable after the Execution Date and, in any event, in accordance
                                  with the Timetable, and in particular AMAL must:

                                  (a)      promptly make submissions to the SGX requesting that the Scheme and
                                           associated transactions be treated as a “major transaction” rather than a
                                           “very substantial acquisition”, and seek any and all such waivers or
                                           exercises of discretion on the part of SGX as may reasonably be
                                           obtained with a view to seeking approval of the AMAL Shareholder
                                           Resolutions as soon as reasonably practicable;

                                  (b)      prepare the AMAL Notice of Meeting in accordance with the
                                           requirements of all applicable laws and the applicable rules and policies
                                           of SGX (including the SGX Listing Rules), and on each occasion that a
                                           draft is submitted to SGX for review or approval, AMAL must:

                                           (i)      provide Tawana and its advisers with a reasonable opportunity
                                                    to provide suggested amendments to that draft prior to
                                                    submission; and

                                           (ii)     consider in good faith such suggested amendments and, to the
                                                    extent that any such suggested amendments relate to



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                                                    information regarding Tawana and its Subsidiaries,
                                                    accommodate such suggested amendments;

                                  (c)      promptly appoint an independent valuer(s) in accordance with the SGX
                                           Listing Rules (Independent Valuer) to prepare the SGX Valuation
                                           Report(s) and provide any assistance and information reasonably
                                           requested by the Independent Valuer(s) to enable it to prepare the SGX
                                           Valuation Report for inclusion in the AMAL Shareholders’ Circular;

                                  (d)      on receipt, provide Tawana with a copy of any draft or final report(s)
                                           received from the Independent Valuer(s);

                                  (e)      despatch the AMAL Notice of Meeting to the AMAL Shareholders and
                                           convene and hold the meeting at which the AMAL Shareholder
                                           Resolutions are proposed;

                                  (f)      if the AMAL Shareholder Resolutions are passed by the requisite
                                           majorities, do all such things as are required to give full effect to those
                                           resolutions; and

                                  (g)      until the Implementation Date, promptly inform Tawana if it becomes
                                           aware that the AMAL Notice of Meeting contains any statement which is
                                           false or misleading whether in content or by omission.


                          8.2     Tawana’s obligations
                                  Tawana must take all steps reasonably necessary to assist AMAL to obtain the
                                  approval of the AMAL Shareholder Resolutions by the requisite majority as soon
                                  as is reasonably practicable after the Execution Date and, in any event, in
                                  accordance with the Timetable.


                          8.3     AMAL Board recommendation
                                  The Announcement and the AMAL Notice of Meeting must state that each
                                  member of the AMAL Board recommends that AMAL Shareholders vote in favour
                                  of the AMAL Shareholder Resolutions and that each member of the AMAL Board
                                  intends to vote any AMAL Shares in which they have a Relevant Interest in
                                  favour of the AMAL Shareholder Resolutions, in each case subject only to:

                                  (a)      the absence of an AMAL Superior Proposal; and

                                  (b)      receipt of a SGX Valuation Report(s) supporting the Transaction.


                          8.4     SGX approval
                                  (a)      The parties acknowledge that:

                                           (i)      the Scheme is conditional on approval of SGX to the despatch of
                                                    the AMAL Shareholders’ Circular and approval of SGX to the
                                                    Transaction; and

                                           (ii)     this agreement has been prepared on the basis that the Scheme
                                                    and associated transactions constitute a “very substantial
                                                    acquisition” for AMAL as contemplated in the SGX Listing Rules.

                                  (b)      If the SGX determines otherwise or requires additional compliance, the
                                           parties will amend this agreement to accommodate SGX’s determination
                                           by agreeing such changes as are reasonably necessary in the
                                           circumstances, including revisions to the Timetable.




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                          9       Scheme Booklet
                          9.1     Preparation
                                  Without limiting clauses 7.1 or 7.2:

                                  (a)      (preparation) Tawana is generally responsible for the preparation of the
                                           Scheme Booklet but will provide drafts to and consult with AMAL in
                                           accordance with clause 9.2; and

                                  (b)      (compliance) without limiting clause 9.3, Tawana must take all
                                           necessary steps to endeavour to ensure that the Scheme Booklet:

                                           (i)      complies with the requirements of:

                                                    (A)      the Corporations Act and the Corporations Regulations;

                                                    (B)      applicable ASIC Regulatory Guides; and

                                                    (C)      the ASX Listing Rules; and

                                           (ii)     is not, having regard to applicable disclosure requirements,
                                                    misleading or deceptive in any material respect (including
                                                    because of any material omission).


                          9.2     Content of the Scheme Booklet
                                  Tawana must:

                                  (a)      (consult AMAL):

                                           (i)      provide to AMAL drafts of the Scheme Booklet for the purpose of
                                                    enabling AMAL to review and comment on those draft
                                                    documents;

                                           (ii)     take all comments made by AMAL into account acting
                                                    reasonably and in good faith when producing a revised draft of
                                                    the Scheme Booklet; and

                                           (iii)    provide to AMAL a revised draft of the Scheme Booklet within a
                                                    reasonable time before the Regulator’s Draft is finalised and to
                                                    enable AMAL to review the Regulator’s Draft at least 5 Business
                                                    Days before its submission;

                                  (b)      (amend the Scheme Booklet) implement such changes to those parts
                                           of the Scheme Booklet exclusively relating to AMAL which are provided
                                           in accordance with clause 9.2(a) as reasonably requested by AMAL and
                                           prior to finalising the Regulator’s Draft;

                                  (c)      (Regulatory Review Period) during the Regulatory Review Period,
                                           promptly provide to AMAL, and include in a revised draft of the Scheme
                                           Booklet, any new information not included in the Regulator’s Draft which
                                           is required by the Corporations Act, Corporations Regulations, applicable
                                           ASIC Regulatory Guides or the ASX Listing Rules to be included in the
                                           Scheme Booklet;

                                  (d)      (ASIC review) keep AMAL informed of any matters raised by ASIC in
                                           relation to the Scheme Booklet and provide AMAL with copies of material
                                           correspondence received from ASIC in respect of the Scheme as soon
                                           as practicable following receipt, and use all reasonable endeavours, in
                                           co-operation with AMAL, to resolve any such matters;


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                                  (e)      (AMAL Information) obtain approval from AMAL for the form and
                                           context in which the AMAL Information appears in the Scheme Booklet;
                                           and

                                  (f)      (Responsibility statement) include in the Scheme Booklet a
                                           responsibility statement to the effect that:

                                           (i)      AMAL is responsible for AMAL Information contained in the
                                                    Scheme Booklet (and no other part of the Scheme Booklet); and

                                           (ii)     Tawana is responsible for the content of the Scheme Booklet
                                                    other than, to the maximum extent permitted by law, the AMAL
                                                    Information and the Independent Expert's Report.


                          9.3     AMAL Information
                                  AMAL:

                                  (a)      must consult with Tawana as to the content of the AMAL Information;

                                  (b)      consents to the inclusion of the AMAL Information in the Scheme Booklet
                                           in a form acceptable to AMAL acting reasonably;

                                  (c)      must take all necessary steps to ensure that the AMAL Information:

                                           (i)      complies with the requirements of:

                                                    (A)      the Corporations Act and the Corporations Regulations;

                                                    (B)      applicable ASIC Regulatory Guides; and

                                                    (C)      the ASX Listing Rules and SGX Listing Rules; and

                                           (ii)     is not, having regard to applicable disclosure requirements,
                                                    misleading or deceptive in any material respect (including
                                                    because of any material omission); and

                                  (d)      acknowledges that:

                                           (i)      Tawana will not verify or edit that information in the Scheme
                                                    Booklet; and

                                           (ii)     the Scheme Booklet will state that AMAL is responsible for the
                                                    AMAL Information (and no other part of the Scheme Booklet).


                          9.4     Disagreement on content
                                  If AMAL and Tawana disagree on the form or content of the Scheme Booklet,
                                  they must act reasonably and consult in good faith to try to settle an agreed form
                                  of the Scheme Booklet. If complete agreement is not reached after a reasonable
                                  period of consultation, then:
                                  (a)      if the disagreement relates to the form or content of the AMAL
                                           Information contained in the Scheme Booklet, Tawana will, acting in
                                           good faith, make such amendments as AMAL reasonably requires; and
                                  (b)      if the disagreement relates to the form or content of any other part of the
                                           Scheme Booklet, the Tawana Board will, acting in good faith, decide the
                                           final form or content of the disputed part of the Scheme Booklet.




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                          9.5     Verification
                                  Each party must undertake appropriate verification processes for the information
                                  supplied by that party for the Scheme Booklet.



                          10      Conduct of business
                          10.1    Overview
                                  From the Execution Date up to and including the Implementation Date, each
                                  party must (and must ensure that its Related Bodies Corporate) conduct their
                                  businesses:

                                  (a)      in the ordinary and proper course and in all material respects in
                                           accordance with applicable laws; and

                                  (b)      in substantially the same manner and at the same locations as
                                           previously conducted.


                          10.2    Specific obligations
                                  Without limiting clause 10.1 and other than with the prior approval of the other
                                  party (which approval must not be unreasonably withheld or delayed) or as
                                  required by this agreement, each party must (and must ensure that its Related
                                  Bodies Corporate), during the period contemplated by clause 10.1, use all
                                  reasonable endeavours to:

                                  (a)      (business and assets) maintain the condition of its business and assets
                                           materially in the manner maintained prior to the Execution Date,
                                           including maintaining at least its current level of insurance over its
                                           business and assets;

                                  (b)      (officers and employees) keep available the services of its current
                                           officers and employees;

                                  (c)      (relationships) maintain and preserve its relationships and contracts
                                           with customers, suppliers, licensors, licensees, joint venturers and others
                                           with whom it has business dealings;

                                  (d)      (Material Contracts) comply in all material respects with all Material
                                           Contracts to which a member of the Tawana Group or AMAL (as
                                           applicable) is a party;

                                  (e)      (Information) keep the other party informed of the conduct of the
                                           businesses of the Tawana Group or AMAL (as applicable) by providing,
                                           in a timely manner, the other party with monthly updates on operational
                                           and financial performance of the Tawana Group or AMAL (as
                                           applicable); and

                                  (f)      (budget):
                                           (i)      in respect of Tawana (and ignoring movements in cash, cash
                                                    equivalents and Indebtedness attributable to Bald Hill Joint
                                                    Venture activities), not materially depart from the Tawana Cash
                                                    Budget; and




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                                           (ii)     in respect of AMAL (and ignoring movements in cash, cash
                                                    equivalents and Indebtedness attributable to Bald Hill Joint
                                                    Venture activities), not materially depart from the AMAL Cash
                                                    Budget.


                          10.3    Prohibited actions
                                  Other than with the prior approval of the other party (not to be unreasonably
                                  withheld) or as contemplated or required by this agreement, each party must not,
                                  during the period referred to in clause 10.1:

                                  (a)      (no new securities) issue any new Tawana Shares (other than the
                                           Metalicity Shares or any Tawana Share issued upon exercise of a
                                           Tawana Employee Option) or AMAL Shares (other than the AMAL
                                           Management Shares or AMAL Lender Options) (as applicable) or other
                                           equity securities (other than the Tawana Employee Options or upon
                                           exercise of an option granted prior to the Execution Date);

                                  (b)      (Material Contracts) enter into or terminate a Material Contract (other
                                           than the Proposed Facility);

                                  (c)      (Restrictions) enter (or cause a Subsidiary of Tawana to enter) into any
                                           agreement or arrangement with a third party in relation to the business of
                                           the Tawana Group that would, or would purport to, restrict or restrain the
                                           ability of AMAL following the lmplementation Date to operate in any line
                                           of business material to AMAL or in any geographic region;

                                  (d)      (employment agreements) increase the remuneration of or pay any
                                           bonus (other than in accordance with existing arrangements and in the
                                           ordinary course) or issue any securities or options to, or otherwise vary
                                           the employment agreements with, any of its directors or employees
                                           (other than any Tawana Employee Options);

                                  (e)      (accelerate rights) accelerate the rights of any of its directors or
                                           employees to benefits of any kind;

                                  (f)      (termination payments) pay a director, executive or employee a
                                           termination payment, other than as provided for in an existing
                                           employment contract in place as at the Execution Date and a copy of
                                           which has previously been provided to the other party;

                                  (g)      (financial arrangements) amend in any material respect any
                                           arrangement with its financial advisers in respect of the transactions
                                           contemplated by this agreement;

                                  (h)      (dividends) announce, declare, distribute or pay any dividends bonus or
                                           share of its profits or assets or retained earnings or reserves or agree to
                                           return any capital or announcing any intention to do any of the above;

                                  (i)      (Prescribed Events) take any action which is, or would be reasonably
                                           expected to give rise to, a Tawana Prescribed Event or an AMAL
                                           Prescribed Event (as applicable); or

                                  (j)      (agreement) agree to do any of the matters set out above.




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                          10.4    Exceptions to conduct of business restrictions
                                  (a)      Nothing in clause 10 restricts the ability of a party to take any action:

                                           (i)      expressly required or permitted by this agreement or the
                                                    Scheme (including clause 5), including any Permitted
                                                    Transaction;

                                           (ii)     approved in writing by the other party;

                                           (iii)    which has been Fairly Disclosed to the other party or its
                                                    Representatives before the Execution Date as being an action
                                                    that the party may carry out between (and including) the
                                                    Execution Date and the Implementation Date;

                                           (iv)     where applicable, to reasonably and prudently respond to an
                                                    emergency or disaster (including a situation giving rise to a risk
                                                    of personal injury or damage to property);

                                           (v)      which is necessary for the party (or its Subsidiaries) to meet its
                                                    legal obligations or contractual obligations existing prior to the
                                                    Execution Date; or

                                           (vi)     which is caused by or attributable to:

                                                    (A)      in the case of action or conduct by AMAL, AMAL
                                                             Excused Conduct; and

                                                    (B)      in the case of action or conduct by Tawana, Tawana
                                                             Excused Conduct.

                                  (b)      A party must not unreasonably withhold or delay any approval sought
                                           under clause 10.4(a)(ii).



                          11      Spin-out Transaction
                          11.1    Spin-out Transaction
                                  (a)      The parties acknowledge that:

                                           (i)      on 22 March 2018 Tawana announced its intention to undertake
                                                    a capital reduction and distribution pursuant to Part 2J.1 of the
                                                    Corporations Act, which will include the reduction of the issued
                                                    share capital of Tawana, without cancelling any shares, by an
                                                    amount equal to the market value (as assessed by the Tawana
                                                    Board) of 85% of all the fully paid ordinary shares in the capital
                                                    of SpinCo less a demerger dividend (if any). This will be
                                                    satisfied by way of a pro rata distribution in-specie of 85% of the
                                                    shares in SpinCo (Spin-out Transaction), with a view to
                                                    conferring on Tawana Shareholders 85% of the value of the
                                                    Mofe Creek Project and the Cowan Project;

                                           (ii)     the Scheme is not conditional on completion of the Spin-out
                                                    Transaction, which will occur (or not occur, as the case may be)
                                                    independently of the Scheme becoming Effective; and




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                                          (iii)    the documentation giving effect to the Spin-out Transaction shall
                                                   be drafted to ensure consistency with the following principles:

                                                   (A)      SpinCo will have:

                                                            (aa)    the entire economic and commercial benefit of
                                                                    the Mofe Creek Project and the Cowan Project;
                                                                    and

                                                            (ab)    the entire economic and commercial risks and
                                                                    liabilities (including any duties and tax
                                                                    associated with the Spin-out Transaction) of
                                                                    associated with the Mofe Creek Project and the
                                                                    Cowan Project as if SpinCo had owned and
                                                                    operated the Mofe Creek Project and the
                                                                    Cowan Project at all relevant times,

                                                            subject to Tawana retaining 15% of the fully paid
                                                            ordinary shares in SpinCo;

                                                   (B)      following completion of the Spin-out Transaction,
                                                            SpinCo will not have any rights (including any right to
                                                            make a Claim) against any member of the Tawana
                                                            Group other than rights to give effect to the transfer of
                                                            the exploration licenses associated with the Mofe Creek
                                                            Project and the Cowan Project; and

                                                   (C)      the Tawana Group will have:

                                                            (aa)    none of the entire economic and commercial
                                                                    benefit of the Mofe Creek Project and the
                                                                    Cowan Project; and

                                                            (ab)    none of the economic and commercial risks and
                                                                    liabilities of associated with the Mofe Creek
                                                                    Project and the Cowan Project,

                                                            other than Tawana retaining 15% of the fully paid
                                                            ordinary shares in SpinCo; and

                                          (iv)     Tawana must (prior to execution) provide AMAL with a copy of
                                                   all agreements between Tawana and SpinCo to be entered into
                                                   in connection with the Spin-out Transaction and must:

                                                   (A)      provide AMAL and its advisers with not less than 24
                                                            hours to review such agreements; and

                                                   (B)      consider in good faith any suggested amendments to
                                                            such agreements to the extent that such amendments
                                                            are required in order to comply with clause 11.1(a)(iii).

                                 (b)      Tawana must obtain AMAL's prior written consent (such consent must
                                          not be unreasonably withheld or delayed) if, in connection with the Spin-
                                          out Transaction, any member of the Tawana Group:

                                          (i)      provides any representation or warranty or incurs any obligation
                                                   to SpinCo that continues post Spin-out Transaction, other than:

                                                   (A)      an obligation relating to transitional services paid for by
                                                            SpinCo to a member of the Tawana Group which is on
                                                            arm's length terms; or


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                                                    (B)      which is consistent with the principles in
                                                             clause 11.1(a)(iii); or

                                           (ii)     provides an indemnity to SpinCo, other than where such
                                                    indemnity is mutual between SpinCo and a member of the
                                                    Tawana Group so as to support and give effect to the principles
                                                    specified in clause 11.1(a)(iii).


                          11.2    No adjustment to Exchange Ratio etc
                                  Nothing done by Tawana in connection the Spin-out Transaction, including:

                                  (a)      incorporating or procuring the incorporation of SpinCo, with a $750,000
                                           equity subscription from Tawana;

                                  (b)      procuring the transfer to Tawana Liberia Inc of all of the assets and
                                           liabilities associated with the Mofe Creek Project (to the extent that any
                                           such assets or liabilities are not already held by Tawana Liberia Inc);

                                  (c)      procuring the transfer to Mount Belches of all of the assets and liabilities
                                           associated with the Cowan Project (to the extent that any such assets or
                                           liabilities are not already held by Mount Belches);

                                  (d)      transferring to SpinCo all of the shares in the capital of each of Mount
                                           Belches, Tawana Liberia Inc and/or Kenema-Man Holdings Liberia Pty
                                           Ltd and/or Rakana Consolidated Mines Pty Ltd;

                                  (e)      amending the constitutions of Mount Belches, Tawana Liberia Inc or
                                           Kenema-Man Holdings Liberia Pty Ltd or their respective Subsidiaries;

                                  (f)      appointing and removing directors and officers of Mount Belches,
                                           Tawana Liberia Inc or Kenema-Man Holdings Liberia Pty Ltd or their
                                           respective Subsidiaries;

                                  (g)      dividing the share capital of SpinCo;

                                  (h)      preparing a notice of meeting (and other necessary documentation
                                           including, if required, a short-form prospectus) seeking the approval of
                                           Tawana Shareholders for all necessary aspects of the Spin-out
                                           Transaction;

                                  (i)      applying for a taxation class ruling from the Australian Taxation Office to
                                           confirm the taxation implications for Tawana Shareholders; and

                                  (j)      undertaking a pro rata distribution in-specie to Tawana Shareholders of
                                           85% of the shares in SpinCo,

                                  will:

                                  (k)      result in any adjustment to, or otherwise impact, the Exchange Ratio;

                                  (l)      constitute a breach by Tawana of any provision of this agreement
                                           (including clause 18.1); nor

                                  (m)      constitute a Tawana Prescribed Event or a Tawana Material Adverse
                                           Change.




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                          12      Interim funding
                          12.1    Capital Raisings
                                  (a)      Each of Tawana and AMAL acknowledges that promptly following
                                           execution of this agreement:

                                           (i)      Tawana intends to raise:

                                                    (A)      $20,000,000 in equity capital by way of a fully
                                                             underwritten placement of Tawana Shares; and

                                                    (B)      up to $5,000,000 in equity capital by way of a non-
                                                             underwritten placement of Tawana Shares, conditional
                                                             upon completion of the placement contemplated in
                                                             clause 12.1(a)(ii)(B) (which condition may be waived by
                                                             Tawana at any time following SGX having made a
                                                             determination of the classification of the Scheme and
                                                             associated transactions for the purposes of Rule 1015
                                                             of the SGX Listing Rules); and

                                           (ii)     AMAL intends to raise:

                                                    (A)      $25,000,000 in equity capital by way of a fully
                                                             underwritten placement of AMAL Shares; and

                                                    (B)      up to $7,800,000 in equity capital by way of a non-
                                                             underwritten placement of AMAL Shares, conditional on
                                                             the approval of AMAL Shareholders,

                                           in each case to sophisticated and institutional investors in accordance
                                           with applicable laws and regulations (each a Capital Raising).

                                  (b)      Each party will use its best endeavours to complete its respective Capital
                                           Raising(s):

                                           (i)      at the best available price with a view to issuing the fewest
                                                    possible number of Tawana Shares or AMAL Shares (as the
                                                    case may be); and

                                           (ii)     as soon as possible following the Execution Date, with a view to
                                                    jointly announcing the results of the Capital Raisings and re-
                                                    commencing trading on their respective markets in accordance
                                                    with the timetable in Schedule 3.

                                  (c)      Each party acknowledges their mutual interest in the successful outcome
                                           of the Capital Raising undertaken by the other party, and will act in good
                                           faith and provide all such support as is reasonably requested in order to
                                           successfully compete the Capital Raisings, including by taking steps to
                                           encourage demand for equity to be allocated across Tawana’s Capital
                                           Raising and AMAL’s Capital Raising at consistent discounts acceptable
                                           to both parties.

                                  (d)      If, for whatever reason, and notwithstanding the discharge of the parties’
                                           obligations under clause 12.1(c), the Capital Raisings:

                                           (i)      are not completed in accordance with the parameters
                                                    contemplated in the underwriting arrangements executed on or
                                                    about the Execution Date; or




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                                           (ii)     are completed in a manner or to an extent that is inconsistent
                                                    with the principles or assumptions applied in determining the
                                                    Exchange Ratio (as at immediately prior to the Execution Date),

                                           the parties will negotiate in good faith to determine an adjustment to the
                                           Exchange Ratio that is consistent with the principles and assumptions
                                           applied in determining the Exchange Ratio and that appropriately reflects
                                           the relativities of the Capital Raisings that were completed. To avoid
                                           doubt, there will be no adjustment to the Exchange Ratio if any approval
                                           of AMAL Shareholders (as contemplated in clause 12.2) is not obtained.


                          12.2    AMAL's obligation
                                  In respect of that portion of the AMAL Capital Raising contemplated in
                                  clause 12.1(a)(ii)(B), AMAL must take all steps reasonably necessary to obtain
                                  the approval of AMAL Shareholders by the requisite majority as soon as is
                                  reasonably practicable after announcement of the results of the AMAL Capital
                                  Raising, and in particular AMAL must:

                                  (a)      prepare a notice of meeting in accordance with the requirements of all
                                           applicable laws and the applicable rules and policies of SGX (including
                                           the SGX Listing Rules); and

                                  (b)      despatch the notice of meeting to AMAL Shareholders and convene and
                                           hold the meeting to approve the issue of relevant number of AMAL
                                           Shares relating to the portion of the AMAL Capital Raising requiring
                                           shareholder approval.


                          12.3    Future capital requirements
                                  (a)      If, prior to the Implementation Date, either party requires additional debt
                                           or equity capital (in addition to the equity capital contemplated in
                                           clauses 12.1 and 12.2 and, in respect of Tawana, any debt from time to
                                           time raised in connection with the Proposed Facility) (Additional
                                           Capital), the parties will discuss in good faith the sourcing of the
                                           Additional Capital in a manner and from sources that will maximise the
                                           prospects of each party sourcing its pro rata share of the Additional
                                           Capital such that the principles applied in agreeing the Exchange Ratio
                                           (immediately prior to the Execution Date) are kept intact and no
                                           adjustment to the Exchange Ratio is necessitated by the capital
                                           raising(s).

                                  (b)      If, despite the parties’ respective best efforts, it is not possible to source
                                           the Additional Capital in the pro rata manner contemplated in
                                           clause 12.3(a), the parties will negotiate in good faith to determine an
                                           adjustment to the Exchange Ratio that is consistent with the principles
                                           applied in determining the Exchange Ratio (immediately prior to the
                                           Execution Date) and that appropriately reflects the relativities of the
                                           sourcing of the Additional Capital.


                          12.4    Proposed Facility
                                  (a)      AMAL acknowledges that Tawana or Lithco may require AMAL’s consent
                                           to create or permit the creation of an Encumbrance granted (or to be
                                           granted) by Tawana or Lithco to secure obligations under the Proposed
                                           Facility.

                                  (b)      If requested by Tawana or Lithco, AMAL must not unreasonably withhold
                                           or delay giving its consent to the creation of any Encumbrance granted
                                           (or to be granted) by Tawana or Lithco to secure obligations under the
                                           Proposed Facility.

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                          13      Corporate matters
                          13.1    AMAL Board composition
                                  Subject to receipt of applicable regulatory approvals, provision of consents to act
                                  from the proposed directors and AMAL having in place insurance and indemnity
                                  arrangements reasonably acceptable to the proposed directors, AMAL will do all
                                  things necessary to procure that, on and from the Implementation Date, the
                                  AMAL Board is composed as follows:

                                  (a)      Mark Turner (Non-executive Chairperson);

                                  (b)      Mark Calderwood (Tawana nominee);

                                  (c)      Robert Vassie (Tawana nominee);

                                  (d)      Vicki Xie (Tawana nominee);

                                  (e)      a nominee of Burwill Holdings Limited (in consultation with AMAL)
                                           (AMAL nominee);

                                  (f)      Joshua Ong (AMAL nominee); and

                                  (g)      in consultation with Tawana, a person nominated by AMAL with
                                           significant mining experience who is a resident of Singapore (AMAL
                                           nominee),

                                  or such other 3 nominees of AMAL and 3 nominees of Tawana acceptable to the
                                  other party, acting reasonably.

                                  On and from the Implementation Date, AMAL will appoint Mark Calderwood as
                                  Managing Director and Chief Executive Officer on terms no less favourable than
                                  his employment arrangements as at the Execution Date.


                          13.2    Tawana Board composition
                                  Subject to receipt of applicable regulatory approvals and subject to AMAL having
                                  provided the Scheme Consideration in accordance with clause 4.2, on the
                                  Implementation Date the parties will cause the Tawana Board to be reconstituted
                                  so as to align with the AMAL Board composition, or as otherwise agreed between
                                  the parties.



                          14      Releases
                          14.1    Tawana and Tawana Indemnified Parties
                                  (a)      AMAL releases its rights, and agrees with Tawana that it will not make a
                                           Claim, against any Tawana Indemnified Party (other than Tawana or its
                                           Related Bodies Corporate) as at the Execution Date and from time to
                                           time in connection with:

                                           (i)      any breach of any representations and warranties of Tawana or
                                                    any other member of the Tawana Group in this agreement; or

                                           (ii)     any disclosures containing any statement which is false or
                                                    misleading whether in content or by omission,

                                           whether current or future, known or unknown, arising at common law, in
                                           equity, under statute or otherwise, except where the Tawana Indemnified
                                           Party has not acted in good faith or has engaged in wilful misconduct or


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                                           fraud. For the avoidance of doubt, nothing in this clause 14.1(a) limits
                                           AMAL’s rights in clause 18.2 or its rights to terminate this agreement
                                           under clause 20.1.

                                  (b)      This clause 14.1 is subject to any Corporations Act restriction and will be
                                           read down accordingly.

                                  (c)      Tawana receives and holds the benefit of this clause 14.1 to the extent it
                                           relates to each Tawana Indemnified Party as trustee for each of them.


                          14.2    AMAL and AMAL Indemnified Parties
                                  (a)      Tawana releases its rights, and agrees with AMAL that it will not make a
                                           Claim, against any AMAL Indemnified Party (other than AMAL or its
                                           Related Bodies Corporate) as at the Execution Date and from time to
                                           time in connection with:

                                           (i)      any breach of any representations and warranties of AMAL in
                                                    this agreement; or

                                           (ii)     any disclosures containing any statement which is false or
                                                    misleading whether in content or by omission,

                                           whether current or future, known or unknown, arising at common law, in
                                           equity, under statute or otherwise, except where the AMAL Indemnified
                                           Party has not acted in good faith or has engaged in wilful misconduct or
                                           fraud. For the avoidance of doubt, nothing in this clause 14.2(a) limits
                                           Tawana’s rights in clause 18.6 or its rights to terminate this agreement
                                           under clause 20.1.

                                  (b)      This clause 14.2 is subject to any Corporations Act restriction and will be
                                           read down accordingly.

                                  (c)      AMAL receives and holds the benefit of this clause 14.2 to the extent it
                                           relates to each AMAL Indemnified Party as trustee for each of them.


                          14.3    Deeds of access, indemnity and insurance for Tawana
                                  (a)      Subject to the Scheme becoming Effective and the Transaction
                                           completing, AMAL must procure that Tawana and each member of the
                                           Tawana Group preserve the indemnities and other rights under the
                                           deeds of indemnity access and insurance made by them in favour of
                                           their respective directors and officers from time to time and, in particular,
                                           must not take any action which would prejudice or adversely affect any
                                           directors’ and officers’ run-off insurance cover taken out prior to the
                                           Implementation Date.

                                  (b)      AMAL acknowledges that, notwithstanding any other provision of this
                                           agreement, Tawana may, prior to the Implementation Date, enter into a
                                           run-off insurance policy in respect of any Tawana Group directors and
                                           officers for a 7 year period from their respective retirement dates and
                                           that any actions to facilitate that insurance or in connection therewith
                                           (including paying any amounts to ensure such maintenance upfront) will
                                           not be a Tawana Prescribed Event or breach any provision of this
                                           agreement, provided that Tawana has acted reasonably and in good
                                           faith and has consulted with AMAL in respect of the entry into any such
                                           policy.

                                  (c)      The undertakings contained in this clause 14.3 are subject to any
                                           restriction under the Corporations Act or any other applicable legislation
                                           and will be read down accordingly. Tawana receives and holds the


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                                           benefit of this clause 14.3, to the extent it relates to the directors and
                                           officers of Tawana and other members of the Tawana Group, as trustee
                                           for them.


                          14.4    Insurance for AMAL
                                  (a)      Tawana acknowledges that, notwithstanding any other provision of this
                                           agreement, AMAL may, prior to the Implementation Date, enter into a
                                           run-off insurance policy in respect of any AMAL Group directors and
                                           officers for a 7 year period from their respective retirement dates and
                                           that any actions to facilitate that insurance or in connection therewith
                                           (including paying any amounts to ensure such maintenance upfront) will
                                           not be a AMAL Prescribed Event or breach of any provision of this
                                           agreement, provided that AMAL has acted reasonably and in good faith
                                           and has consulted with Tawana in respect of the entry into any such
                                           policy.

                                  (b)      The undertakings contained in this clause 14.4 are subject to any
                                           restriction under the Corporations Act or any other applicable legislation
                                           and will be read down accordingly. AMAL receives and holds the benefit
                                           of this clause 14.4, to the extent it relates to the directors and officers of
                                           AMAL and other members of the AMAL Group, as trustee for them.


                          14.5    Bald Hill Manager Claims
                                  (a)      If the Scheme has not become Effective and this agreement is
                                           terminated in circumstances where AMAL is required to pay to Tawana
                                           the Break Fee in accordance with clause 17.2, then, with effect on and
                                           from the date of termination of this agreement, AMAL agrees:

                                           (i)      that it has no further rights against, and releases and forever
                                                    discharges, each Tawana Indemnified Party (including, for the
                                                    avoidance of doubt, Lithco both in its capacity as manager under
                                                    the Bald Hill JVA and as participant in the Bald Hill Joint Venture
                                                    contemplated in the Bald Hill JVA) from all Bald Hill Manager
                                                    Claims;

                                           (ii)     that any Tawana Indemnified Party may plead this clause to bar
                                                    any Bald Hill Manager Claim brought by AMAL; and

                                           (iii)    not to commence or maintain any Bald Hill Manager Claim
                                                    against any Tawana Indemnified Party,

                                           other than for any Claim in respect of fraud against a Tawana
                                           Indemnified Party.

                                  (b)      The parties intend this clause 14.5 to confer a benefit on each Tawana
                                           Indemnified Party, including Lithco, and each Tawana Indemnified Party
                                           (including Lithco) shall be entitled to the benefit of this clause 14.5,
                                           notwithstanding that they may not be parties to this agreement. Tawana
                                           receives and holds the benefit of this clause 14.5, to the extent it relates
                                           to each Tawana Indemnified Party as trustee for each of them.

                                  (c)      This clause 14.5 survives termination of this agreement.

                                  (d)      For the purposes of this clause 14.5, “Bald Hill Manager Claim” means
                                           any Claim (including any threatened Claim) under or in connection with
                                           the Bald Hill JVA, which AMAL has or, but for clause 14.5(a) would have
                                           had or may in the future have had, against a Tawana Indemnified Party
                                           which:




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                                           (i)      relates in any way to the conduct or performance of Lithco as
                                                    manager of the Bald Hill Joint Venture, including any allegation
                                                    of breach of the Bald Hill JVA or any duties owed by Lithco in
                                                    connection with the Bald Hill Joint Venture;

                                           (ii)     is attributable to or was incurred or relates to the period before
                                                    the Execution Date; and

                                           (iii)    the circumstances giving rise to the relevant Claim were known
                                                    to AMAL prior to the Execution Date.


                          14.6    AMAL JVA Claims
                                  (a)      If the Scheme has not become Effective and this agreement is
                                           terminated in circumstances where Tawana is required to pay to AMAL
                                           the Break Fee in accordance with clause 16.2, then, with effect on and
                                           from the date of termination of this agreement, Tawana agrees:

                                           (i)      that it has no further rights against, and releases and forever
                                                    discharges, each AMAL Indemnified Party from all AMAL JVA
                                                    Claims;

                                           (ii)     that any AMAL Indemnified Party may plead this clause to bar
                                                    any AMAL JVA Claim brought by Tawana; and

                                           (iii)    not to commence or maintain any AMAL JVA Claim against any
                                                    AMAL Indemnified Party,

                                           other than:

                                           (iv)     any Cash Call Claim; or

                                           (v)      for any Claim in respect of fraud against a AMAL Indemnified
                                                    Party.

                                  (b)      The parties intend this clause 14.6 to confer a benefit on each AMAL
                                           Indemnified Party and each AMAL Indemnified Party shall be entitled to
                                           the benefit of this clause 14.6, notwithstanding that they may not be
                                           parties to this agreement. AMAL receives and holds the benefit of this
                                           clause 14.6, to the extent it relates to each AMAL Indemnified Party as
                                           trustee for each of them.

                                  (c)      This clause 14.6 survives termination of this agreement.

                                  (d)      For the purposes of this clause 14.6:

                                           “AMAL JVA Claim” means any Claim (including any threatened Claim)
                                           under or in connection with the Bald Hill JVA, which Tawana has or, but
                                           for clause 14.6(a) would have had or may in the future have had, against
                                           a AMAL Indemnified Party which:

                                           (i)      relates in any way to a breach by AMAL of its obligations under
                                                    the Bald Hill JVA;

                                           (ii)     is attributable to or was incurred or relates to the period before
                                                    the Execution Date; and

                                           (iii)    the circumstances giving rise to the relevant Claim were known
                                                    to Tawana prior to the Execution Date.




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                                           “Cash Call Claim” means any Claim (including any threatened Claim)
                                           under the Bald Hill JVA which Tawana or Lithco has against an AMAL
                                           Indemnified Party which relates to a breach by AMAL of its obligations to
                                           pay any costs that are due and payable by AMAL under the Bald Hill
                                           JVA or to reimburse the Manager (as defined under the Bald Hill JVA) for
                                           any costs, expenses or liabilities incurred by the Manager in accordance
                                           with the Bald Hill JVA.



                          15      Exclusivity
                          15.1    No continuing discussions
                                  Each party represents and warrants to the other party that from the Execution
                                  Date, it has ceased all negotiations or discussions with any person in respect of
                                  any Competing Transaction, or which could reasonably be expected to
                                  encourage or lead to the making of an actual, proposed or potential Competing
                                  Transaction.


                          15.2    No-shop
                                  During the Exclusivity Period, each party must ensure that neither it nor any of its
                                  Related Bodies Corporate or Representatives directly or indirectly:

                                  (a)      solicits, invites, encourages or initiates any enquiries, negotiations or
                                           discussions; or

                                  (b)      communicates any intention to do any of these things,

                                  in relation to, or which may reasonably be expected to encourage or lead to the
                                  making of, any offer, proposal or expression of interest from any person in
                                  relation to a Competing Transaction or which affects, prejudices or jeopardises,
                                  or might reasonably be expected to affect, prejudice or jeopardise, the
                                  completion of the Transaction.

                                  Nothing in this clause 15.2 prevents a party from continuing to make normal
                                  presentations to, and to respond to enquiries from, brokers, portfolio investors
                                  and analysts in the ordinary course of business in relation to the Scheme or its
                                  business generally.


                          15.3    No-talk
                                  Subject to clause 15.6, during the Exclusivity Period, each party must ensure that
                                  neither it nor any of its Related Bodies Corporate or Representatives:

                                  (a)      directly or indirectly participates in or continues any discussions or
                                           negotiations;

                                  (b)      provides any non-public information (including due diligence information)
                                           to a third party; or

                                  (c)      participates in negotiations or discussions with any other person
                                           regarding,

                                  in relation to, or which may reasonably be expected to lead to the making of:

                                  (d)      an actual, proposed or potential Competing Transaction, even if that
                                           person’s Competing Transaction was not directly or indirectly solicited,
                                           invited, encouraged or initiated by the party or any of its Related Bodies
                                           Corporate or Representatives or the person has publicly announced the
                                           Competing Transaction; or


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                                  (e)      any offer, proposal or expression of interest from any person which
                                           affects, prejudices or jeopardises, or might reasonably be expected to
                                           affect, prejudice or jeopardise, the completion of the Transaction.


                          15.4    No due diligence
                                  Subject to clause 15.6, during the Exclusivity Period, each party must ensure that
                                  neither it nor any of its Related Bodies Corporate or Representatives makes
                                  available to any other person, or permits any other person to receive, other than
                                  the other party and the other party’s Representatives (in the course of due
                                  diligence investigations or otherwise) any non-public information relating to the
                                  party or any of its Related Bodies Corporate in connection with such person
                                  formulating, developing or finalising a Competing Transaction.


                          15.5    Notice of approaches
                                  Subject to clause 15.6, during the Exclusivity Period, each party must promptly,
                                  and in any event no later than 5 Business Days following the relevant event,
                                  inform the other party if it or any of its Related Bodies Corporate or
                                  Representatives receives or becomes aware of any:

                                  (a)      approach or proposal, whether written or otherwise, direct or indirect,
                                           solicited or unsolicited, with respect to any actual, proposed or potential
                                           Competing Transaction; or

                                  (b)      provision by the party or any of its Related Bodies Corporate or
                                           Representatives of any information relating to the party or any of its
                                           Related Bodies Corporate or any of their businesses or operations to any
                                           person in connection with or for the purpose of an actual, proposed or
                                           potential Competing Transaction,

                                  and must Fairly Disclose to the other party all material details of the Competing
                                  Transaction, including details of the proposed bidder or acquirer, together with
                                  the terms and conditions of the actual, proposed or potential Competing
                                  Transaction.


                          15.6    Exceptions to no-talk and no due diligence
                                  Clauses 15.3, 15.4 and 15.5 do not apply to the extent they would:

                                  (a)      in respect of Tawana, otherwise prohibit Tawana or the Tawana Board
                                           from taking any action with respect to a bona fide Tawana Competing
                                           Transaction that was not solicited by Tawana and not otherwise brought
                                           about as a result of a breach of Tawana's obligations under this
                                           clause 15, where the Tawana Board has determined, in good faith and
                                           acting reasonably, after receiving written advice from Tawana’s external
                                           legal advisers, that not undertaking such action would be reasonably
                                           likely to constitute a breach of the Tawana Board’s fiduciary or statutory
                                           obligations; and

                                  (b)      in respect of AMAL, otherwise prohibit AMAL or the AMAL Board from
                                           taking any action with respect to a bona fide AMAL Competing
                                           Transaction that was not solicited by AMAL and not otherwise brought
                                           about as a result of a breach of AMAL’s obligations under this clause 15,
                                           where the AMAL Board has determined, in good faith and acting
                                           reasonably that after receiving written advice from AMAL’s external legal
                                           advisers, that not undertaking such action would be reasonably likely to
                                           constitute a breach of the AMAL Board’s fiduciary or statutory
                                           obligations.




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                          15.7    Matching right
                                  (a)      Tawana must:

                                           (i)       not enter into any legally binding agreement, arrangement or
                                                     understanding (whether or not in writing) pursuant to which
                                                     Tawana or a third party proposes to undertake or give effect to
                                                     an actual, proposed or potential Competing Transaction; and

                                           (ii)      use its best endeavours to procure that none of its directors
                                                     changes or withdraws their recommendation in favour of the
                                                     Scheme, publicly recommends or supports a Competing
                                                     Transaction, or otherwise makes a public statement indicating
                                                     that he or she no longer supports the Transaction,

                                           unless:

                                           (iii)     the Tawana Board acting in good faith and in order to satisfy
                                                     their statutory or fiduciary duties (having received written advice
                                                     from Tawana's external legal and financial advisers) determines
                                                     that the Competing Transaction would or is likely to be a
                                                     Tawana Superior Proposal;

                                           (iv)      Tawana has provided AMAL with the material terms and
                                                     conditions of the Competing Transaction, including consideration
                                                     and the identity of the party making the proposal; and

                                           (v)       Tawana has given AMAL 5 Business Days after the provision of
                                                     the information referred to in clause 15.7(a)(iv) to provide a
                                                     matching or superior proposal (Matching Offer) to the terms of
                                                     the Tawana Competing Transaction.

                                  (b)      This clause 15.7 has repeating applications so that if any further
                                           proposal which constitutes a Competing Transaction is made after AMAL
                                           has made a Matching Offer, Tawana must comply with clauses 15.7(a)(i)
                                           and 15.7(a)(ii) in respect of any new Competing Transaction, unless
                                           clauses 15.7(a)(iii) to 15.7(a)(v) (inclusive) apply.

                                  (c)      The Tawana Board must consider the Matching Offer and if it
                                           determines, acting in good faith, that the Matching Offer would provide
                                           an outcome that is at least as favourable to Tawana Shareholders as a
                                           whole as the relevant Competing Transaction, Tawana and AMAL must
                                           use their best endeavours to agree any amendments to this agreement
                                           and the contents of the Scheme Booklet, which are reasonably
                                           necessary to reflect the Matching Offer, and to enter into an appropriate
                                           amending agreement to give effect to those amendments and to
                                           implement the Matching Offer, in each case, as soon as reasonably
                                           practicable.


                          15.8    Legal advice
                                  Each party acknowledges that it has received legal advice on the operation of
                                  this clause 15.




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                          16      Break Fee
                          16.1    Background
                                  This clause 16 has been agreed in circumstances where:

                                  (a)      AMAL and Tawana believe that the Scheme will provide significant
                                           benefits to AMAL, Tawana and Tawana Shareholders, and AMAL and
                                           Tawana acknowledge that, if they enter into this agreement and the
                                           Scheme is subsequently not implemented, AMAL will incur significant
                                           costs;

                                  (b)      the parties have agreed that provision be made for the payments
                                           outlined in clause 16.2, without which AMAL would not have entered into
                                           this agreement;

                                  (c)      Tawana believes that it is appropriate to agree to pay the Break Fee to
                                           secure AMAL’s entry into this agreement and participation in the
                                           Transaction; and

                                  (d)      each party has received separate legal advice in relation to this
                                           agreement and the operation of this clause 16.


                          16.2    Payment by Tawana to AMAL
                                  Subject to clause 16.3 and without limiting the rights of AMAL in respect of any
                                  other claims that may arise under this agreement, Tawana must pay AMAL
                                  (without set-off or withholding) the amount of the Break Fee if the Scheme has
                                  not become Effective and:

                                  (a)      a Tawana Competing Transaction is announced on or before the End
                                           Date and either:

                                           (i)       Tawana enters into a legally binding agreement to undertake the
                                                     Tawana Competing Transaction; or

                                           (ii)      at any time on or prior to the date 6 months after the end of the
                                                     Exclusivity Period, the proponent of the Tawana Competing
                                                     Transaction acquires control of Tawana (within the meaning of
                                                     section 50AA of the Corporations Act), or voting power or an
                                                     economic interest in more than 50% of Tawana Shares, more
                                                     than 50% of the shares in any material Subsidiary, or acquires
                                                     or obtains an economic interest in more than 50% (by value) of
                                                     the assets (excluding cash), cash or business of the Tawana
                                                     Group;

                                  (b)      on or before the End Date, any member of the Tawana Board:

                                           (i)       fails to recommend that Tawana Shareholders vote in favour of
                                                     the Scheme or support the Scheme;

                                           (ii)      changes or withdraws his or her recommendation that Tawana
                                                     Shareholders vote in favour of the Scheme;

                                           (iii)     publicly recommends or supports a Tawana Competing
                                                     Transaction; or

                                           (iv)      otherwise makes a public statement indicating that he or she no
                                                     longer supports the Transaction,

                                           except:


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                                           (v)      as a result of the Independent Expert's Report (or any update of,
                                                    or revision, amendment or addendum to, that report) where that
                                                    report states that in the opinion of the Independent Expert the
                                                    Scheme is not in the best interests of Tawana Shareholders; or

                                           (vi)     where Tawana is entitled to terminate this agreement pursuant
                                                    to clause 20.1(b)(iv) and has given the appropriate termination
                                                    notice to AMAL; or

                                  (c)      AMAL validly terminates this agreement in accordance with:

                                           (i)      clause 20.1(b)(i)(A);

                                           (ii)     clause 20.1(b)(i)(B);

                                           (iii)    clause 20.1(b)(iii);

                                           (iv)     clause 20.1(b)(iv); or

                                           (v)      clause 20.1(e)(ii) in respect of the Condition Precedent in item 5
                                                    (No Tawana Prescribed Event) of Schedule 2; or

                                  (d)      Tawana validly terminates this agreement in accordance with
                                           clause 20.1(b)(ii)(C)(ab).


                          16.3    No amount payable if Scheme becomes Effective
                                  Notwithstanding the occurrence of any event referred to in clause 16.2, no
                                  amount of the Break Fee is payable if the Scheme becomes Effective.


                          16.4    Timing of payment
                                  Tawana must pay AMAL the Break Fee (without set-off or withholding) within 20
                                  Business Days of receipt by Tawana of a demand for payment from AMAL. The
                                  demand may only be made after the occurrence of an event referred to in
                                  clause 16.2. Tawana can only ever be liable to pay the Break Fee once.


                          16.5    Nature of payment
                                  The Break Fee has been calculated as an amount to compensate AMAL for:

                                  (a)      advisory costs (including costs of advisers other than success fees);

                                  (b)      costs of management and directors’ time;

                                  (c)      out-of-pocket expenses; and

                                  (d)      reasonable opportunity costs incurred by AMAL in pursuing the
                                           Transaction or in not pursuing other alternative acquisitions or strategic
                                           initiatives which AMAL could have developed to further its business and
                                           objectives.


                          16.6    Tawana’s limitation of liability
                                  Notwithstanding any other provision of this agreement, the maximum liability of
                                  Tawana to AMAL under or in connection with this agreement (including in respect
                                  of any breach of the agreement), other than in the case of conduct designed or
                                  intended to frustrate the Transaction or fraud or wilful misconduct or breach on
                                  the part of Tawana, will be the amount of the Break Fee.




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                          16.7    Compliance with law
                                  (a)      This clause 16 does not impose an obligation on Tawana to pay the
                                           Break Fee to the extent (and only to the extent) that the obligation to pay
                                           the Break Fee:

                                           (i)      is declared by the Takeovers Panel to constitute ‘unacceptable
                                                    circumstances’; or

                                           (ii)     is determined to be unenforceable or unlawful by a court,

                                           provided that all proper avenues of appeal and review, judicial and
                                           otherwise, have been exhausted. For the avoidance of doubt, any part
                                           of that fee that would not constitute ‘unacceptable circumstances’ or that
                                           is not unenforceable or unlawful (as applicable) must be paid by
                                           Tawana.

                                  (b)      The parties must not make or cause or permit to be made, any
                                           application to the Takeovers Panel or a court for or in relation to a
                                           declaration or determination referred to in clause 16.7(a).


                          16.8    Survival
                                  This clause 16 survives termination of this agreement.



                          17      Reverse Break Fee
                          17.1    Background
                                  This clause 17 has been agreed in circumstances where:

                                  (a)      AMAL and Tawana believe that the Scheme will provide significant
                                           benefits to AMAL, Tawana and AMAL Shareholders, and AMAL and
                                           Tawana acknowledge that, if they enter into this agreement and the
                                           Scheme is subsequently not implemented, Tawana will incur significant
                                           costs;

                                  (b)      the parties have agreed that provision be made for the payments
                                           outlined in clause 17.2, without which Tawana would not have entered
                                           into this agreement;

                                  (c)      AMAL believes that it is appropriate to agree to pay the Break Fee to
                                           secure Tawana’s entry into this agreement and participation in the
                                           Transaction; and

                                  (d)      each party has received separate legal advice in relation to this
                                           agreement and the operation of this clause 17.


                          17.2    Payment by AMAL to Tawana
                                  Subject to clause 17.3 and without limiting the rights of Tawana in respect of any
                                  other claims that may arise under this agreement, AMAL must pay Tawana
                                  (without set-off or withholding) the amount of the Break Fee if the Scheme has
                                  not become Effective and:

                                  (a)      an AMAL Competing Transaction is announced on or before the End
                                           Date and either:

                                           (i)      AMAL enters into a legally binding agreement to undertake the
                                                    AMAL Competing Transaction; or


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                                           (ii)     at any time on or prior to the date 6 months after the end of the
                                                    Exclusivity Period, the proponent of the AMAL Competing
                                                    Transaction acquires control of AMAL (within the meaning of
                                                    section 50AA of the Corporations Act), or voting power or an
                                                    economic interest in more than 50% of AMAL Shares, or
                                                    acquires or obtains an economic interest in more than 50% (by
                                                    value) of the assets (excluding cash), cash or business of
                                                    AMAL;

                                  (b)      on or before the End Date, any member of the AMAL Board:

                                           (i)      fails to recommend that AMAL Shareholders vote in favour of
                                                    the AMAL Shareholder Resolutions or support the Scheme;

                                           (ii)     changes or withdraws his or her recommendation that AMAL
                                                    Shareholders vote in favour of the AMAL Shareholder
                                                    Resolutions;

                                           (iii)    publicly recommends or supports an AMAL Competing
                                                    Transaction; or

                                           (iv)     otherwise makes a public statement indicating that he or she no
                                                    longer supports the Transaction,

                                           except where AMAL is entitled to terminate this agreement pursuant to
                                           clause 20.1(b)(iv) and has given the appropriate termination notice to
                                           Tawana; or

                                  (c)      Tawana validly terminates this agreement in accordance with:

                                           (i)      clause 20.1(b)(ii)(A);

                                           (ii)     clause 20.1(b)(ii)(B);

                                           (iii)    clause 20.1(b)(iii);

                                           (iv)     clause 20.1(b)(iv); or

                                           (v)      clause 20.1(e)(ii) in respect of the Condition Precedent in item 6
                                                    (No AMAL Prescribed Event) of Schedule 2;

                                  (d)      AMAL validly terminates this agreement in accordance with
                                           clause 20.1(b)(i)(C); or

                                  (e)      AMAL does not pay the Scheme Consideration in accordance with the
                                           terms and conditions of the Scheme Implementation Agreement, the
                                           Scheme and the Deed Poll.


                          17.3    No amount payable if Scheme becomes Effective
                                  Notwithstanding the occurrence of any event referred to in clause 17.2, no
                                  amount of the Break Fee is payable if the Scheme becomes Effective and the
                                  Scheme Consideration is paid by AMAL.


                          17.4    Timing of payment
                                  AMAL must pay Tawana the Break Fee (without set-off or withholding) within 20
                                  Business Days of receipt by AMAL of a demand for payment from Tawana. The
                                  demand may only be made after the occurrence of an event referred to in
                                  clause 17.2. AMAL can only ever be liable to pay the Break Fee once.



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                          17.5    Nature of payment
                                  The Break Fee has been calculated as an amount to compensate Tawana for:

                                  (a)      advisory costs (including costs of advisers other than success fees);

                                  (b)      costs of management and directors’ time;

                                  (c)      out-of-pocket expenses; and

                                  (d)      reasonable opportunity costs incurred by Tawana in pursuing the
                                           Transaction or in not pursuing other alternative acquisitions or strategic
                                           initiatives which Tawana could have developed to further its business
                                           and objectives.


                          17.6    AMAL's limitation of liability
                                  Notwithstanding any other provision of this agreement, the maximum liability of
                                  AMAL to Tawana under or in connection with this agreement (including in respect
                                  of any breach of the agreement), other than in the case of conduct designed or
                                  intended to frustrate the Transaction or fraud or wilful misconduct or breach on
                                  the part of AMAL, will be the amount of the Break Fee.


                          17.7    Compliance with law
                                  (a)      This clause 17 does not impose an obligation on AMAL to pay the Break
                                           Fee to the extent (and only to the extent) that the obligation to pay the
                                           Break Fee:

                                           (i)      is declared by the Takeovers Panel to constitute ‘unacceptable
                                                    circumstances’; or

                                           (ii)     is determined to be unenforceable or unlawful by a court,

                                           provided that all proper avenues of appeal and review, judicial and
                                           otherwise, have been exhausted. For the avoidance of doubt, any part
                                           of that fee that would not constitute ‘unacceptable circumstances’ or that
                                           is not unenforceable or unlawful (as applicable) must be paid by AMAL.

                                  (b)      The parties must not make or cause or permit to be made, any
                                           application to the Takeovers Panel or a court for or in relation to a
                                           declaration or determination referred to in clause 17.7(a).


                          17.8    Survival
                                  This clause 17 survives termination of this agreement.



                          18      Representations and warranties
                          18.1    Tawana's representations and warranties
                                  Tawana represents and warrants to AMAL that each of the statements set out in
                                  Schedule 6 is true and correct in all material respects as at the Execution Date
                                  and until 5.00pm on the Business Day immediately prior to the Second Court
                                  Date.




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                          18.2    Tawana's indemnity
                                  Tawana indemnifies the AMAL Indemnified Parties against all Losses incurred
                                  directly or indirectly as a result of the representation and warranty in clause 18.1
                                  not being true and correct.


                          18.3    Tawana warranty certificate
                                  Tawana must provide to AMAL on the Business Day immediately prior to the
                                  Second Court Date a certificate signed by a director of Tawana and made in
                                  accordance with a resolution of the Tawana Board stating, as at that date, that
                                  the representation and warranty given by Tawana in clause 18.1 remains true
                                  and accurate or, if such representation or warranty is not true and accurate as at
                                  that date, providing complete particulars of the facts and matters which make the
                                  representation or warranty untrue or inaccurate.


                          18.4    Qualifications to Tawana’s representations and warranties
                                  The representation and warranty given by Tawana in clause 18.1 and the
                                  statements set out in Schedule 6 are each subject to matters:

                                  (a)      which were disclosed in a public document lodged with ASIC or
                                           announced on ASX, in the 2 years prior to the Execution Date;

                                  (b)      which would have been known to AMAL if it (or its Representatives) had
                                           conducted searches in respect of the Tawana Group 5 Business Days
                                           before the Execution Date of:

                                           (i)      the PPSR; and

                                           (ii)     any public record maintained by ASIC, the High Court, the
                                                    Federal Court and the Supreme Court in every State and
                                                    Territory in Australia; and

                                  (c)      actually known to AMAL and its directors, officers or employees (other
                                           than to the extent that such matters are only known by Representatives
                                           not involved with the Transaction),

                                  and will be deemed not to have been breached if such breach was caused by, or
                                  resulted from, a Permitted Transaction or Tawana Excluded Conduct.


                          18.5    AMAL’s representations and warranties
                                  AMAL represents and warrants to Tawana that each of the statements set out in
                                  Schedule 7 is true and correct in all material respects as at the Execution Date
                                  and until 5.00pm on the Business Day immediately prior to the Second Court
                                  Date.


                          18.6    AMAL’s indemnity
                                  AMAL indemnifies the Tawana Indemnified Parties against all Losses incurred
                                  directly or indirectly as a result of the representation and warranty in clause 18.5
                                  not being true and correct.


                          18.7    AMAL warranty certificate
                                  AMAL must provide to Tawana on the Business Day immediately prior to the
                                  Second Court Date a certificate signed on behalf of AMAL stating, as at that date,
                                  that the representation and warranty given by AMAL in clause 18.5 remains true
                                  and accurate or, if such representation or warranty is not true and accurate



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                                  as at that date, providing complete particulars of the facts and matters which
                                  make the representation or warranty untrue or inaccurate.


                          18.8    Qualifications to AMAL’s representations and warranties
                                  The representation and warranty given by AMAL in clause 18.5 and the
                                  statements set out in Schedule 7 are each subject to matters:

                                  (a)      which were disclosed in a public document lodged with ASIC or
                                           announced on SGX, in the 2 years prior to the Execution Date;

                                  (b)      which would have been known to Tawana if it (or its Representatives)
                                           had conducted searches in respect of AMAL 5 Business Days before the
                                           Execution Date of:

                                           (i)      the PPSR; and

                                           (ii)     any public record maintained by the High Court, the Federal
                                                    Court and the Supreme Court in every State and Territory in
                                                    Australia; and

                                  (c)      actually known to Tawana and its directors, officers or employees (other
                                           than to the extent that such matters are only known by Representatives
                                           not involved with the Transaction),

                                  and will be deemed not to have been breached if such breach was caused by, or
                                  resulted from, a Permitted Transaction or AMAL Excluded Conduct.


                          18.9    Survival of representations
                                  Each representation and warranty referred to in clauses 18.1 or 18.5:

                                  (a)      is severable; and

                                  (b)      survives the termination of this agreement.


                          18.10 Survival of indemnities
                                  Each indemnity in this agreement (including those in clauses 18.2 and 18.6):

                                  (a)      is severable;

                                  (b)      is a continuing obligation;

                                  (c)      constitutes a separate and independent obligation of the party giving the
                                           indemnity from any other obligations of that party under this agreement;
                                           and

                                  (d)      survives the termination of this agreement.



                          19      Court proceedings
                          19.1    Appeal process
                                  If the Court refuses to make orders convening the Scheme Meeting or approving
                                  the Scheme, AMAL and Tawana must appeal the Court’s decision to the fullest
                                  extent possible except to the extent that:

                                  (a)      the parties otherwise agree in writing;



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                                  (b)      external legal counsel representing that party in relation to the Scheme
                                           indicates in writing that, in their opinion, an appeal would likely have less
                                           than a 50% prospect of success; or

                                  (c)      there is, in the bona fide view of the Tawana Board or the AMAL Board,
                                           a Tawana Superior Proposal which should be recommended in
                                           preference to the Scheme,

                                  in which case either party may terminate this agreement.


                          19.2    Defence of proceedings
                                  Each of Tawana and AMAL must vigorously defend, or must cause to be
                                  vigorously defended, any lawsuits or other legal proceeding brought against it (or
                                  any of its Subsidiaries) challenging this agreement or the completion of the
                                  Scheme. Neither Tawana nor AMAL will settle or compromise (or permit any of
                                  its Subsidiaries to settle or compromise) any claim brought in connection with this
                                  agreement without the prior written consent of the other, such consent not to be
                                  unreasonably withheld.


                          19.3    Costs
                                  Any costs incurred as a result of the operation of this clause 19 will be borne
                                  equally by each party.



                          20      Termination
                          20.1    Termination events
                                  Without limiting any other provision of this agreement (including clauses 3.10 and
                                  19.1), this agreement may be terminated at any time prior to 8.00am on the
                                  Second Court Date:

                                  (a)      (End Date) by either party, if the Scheme has not become Effective on
                                           or before the End Date, unless the Scheme has not become Effective
                                           due to a breach by such party of its obligations under this agreement;

                                  (b)      (lack of support or breach)

                                           (i)      by AMAL if:

                                                    (A)      the Tawana Board or any of its members changes or
                                                             withdraws its recommendation to the Scheme
                                                             Participants that they vote in favour of the Scheme,
                                                             including any adverse modification to its
                                                             recommendation, or otherwise makes a public
                                                             statement indicating that it no longer supports the
                                                             Transaction, or the Tawana Board or any Tawana
                                                             Director recommends or supports a Competing
                                                             Transaction;

                                                    (B)      any Tawana Director qualifies or withdraws their voting
                                                             intention to vote the Tawana Shares in which they have
                                                             a Relevant Interest in favour of the resolution to approve
                                                             the Scheme, in the absence of a Superior Proposal; or

                                                    (C)      at any time prior to the date of the meeting at which the
                                                             AMAL Shareholders Resolutions will be considered, a
                                                             majority of the AMAL Board changes or withdraws their
                                                             recommendation to Scheme Participants that they vote

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                                                            in favour of the Scheme as a result of the AMAL Board,
                                                            after making a determination in accordance with clause
                                                            15.6(b), determining there is an AMAL Superior
                                                            Proposal;

                                          (ii)     by Tawana if:

                                                   (A)      the AMAL Board or any of its members changes or
                                                            withdraws its recommendation to AMAL Shareholders
                                                            that they vote in favour of the AMAL Shareholder
                                                            Resolutions, including any adverse modification to its
                                                            recommendation, or otherwise makes a public
                                                            statement indicating that it no longer supports the
                                                            Transaction, or the AMAL Board or any AMAL Director
                                                            recommends or supports a Competing Transaction;

                                                   (B)      any AMAL Director qualifies or withdraws their voting
                                                            intention to vote the AMAL Shares in which they have a
                                                            Relevant Interest in favour of the AMAL Shareholder
                                                            Resolutions, in the absence of an AMAL Superior
                                                            Proposal; or

                                                   (C)      at any time prior to Scheme Meeting, a majority of the
                                                            Tawana Board changes or withdraws their
                                                            recommendation to Scheme Participants that they vote
                                                            in favour of the AMAL Shareholder Resolutions as a
                                                            result of:

                                                            (aa)    the Independent Expert's Report (or any update
                                                                    of, or revision, amendment or addendum to,
                                                                    that report) stating that in the opinion of the
                                                                    Independent Expert the Scheme is not in the
                                                                    best interests of Tawana Shareholders; or

                                                            (ab)    the Tawana Board, after making a
                                                                    determination in accordance with
                                                                    clause 15.6(a), determining there is a Tawana
                                                                    Superior Proposal;

                                          (iii)    by either AMAL or Tawana if the other is in material breach of
                                                   clause 15; or

                                          (iv)     by either AMAL or Tawana if the other is in material breach of
                                                   this agreement (including as a result of a material breach of a
                                                   representation or warranty) provided that either AMAL or
                                                   Tawana has given notice to the other setting out the relevant
                                                   circumstances and stating an intention to terminate, and the
                                                   relevant circumstances continue to exist 10 Business Days (or
                                                   any shorter period ending at 8.00am on the day before the
                                                   Second Court Date) after the time such notice is given. This
                                                   clause 20.1(b)(iv) shall not operate in respect of an allegation of
                                                   breach of clause 10.2(d) by reason of a party failing to comply in
                                                   all material respects with the Bald Hill JVA (JVA Claim), unless
                                                   the JVA Claim is supported by a written opinion of senior
                                                   counsel (the identify of such senior counsel being agreed
                                                   between the parties) opining that the JVA Claim is likely to
                                                   succeed and likely to result in an order for damages of not less
                                                   than $5 million;

                                 (c)      (Scheme not approved) by either party if the resolution submitted to the
                                          Scheme Meeting is not approved by the requisite majorities;



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                                  (d)      (restraint) by either party if a Court or other Regulatory Authority has
                                           issued a final and non-appealable order, decree or ruling or taken other
                                           action which permanently restrains or prohibits the Scheme; or

                                  (e)      (consultation or appeal failure) in accordance with and pursuant to:

                                           (i)      clause 3.10(a);

                                           (ii)     clause 3.10(b); or

                                           (iii)    clause 19.1.


                          20.2    Termination
                                  Where a party has a right to terminate this agreement, that right for all purposes
                                  will be validly exercised if, subject to any other requirements of this agreement,
                                  the party delivers a notice in writing to the other party stating that it terminates
                                  this agreement.


                          20.3    Effect of termination
                                  In the event that a party terminates this agreement, or if this agreement
                                  otherwise terminates in accordance with its terms, then in either case all further
                                  obligations of the parties under this agreement, other than the obligations set out
                                  in clauses 16, 17, 18, 21, 22 and 24, will immediately cease to be of further force
                                  and effect without further liability of any party to the other, provided that nothing
                                  in this clause 20.3 releases any party from liability for any pre-termination breach
                                  of this agreement.


                          20.4    Damages
                                  (a)      In addition to the rights of termination under clause 20.1 but subject to
                                           clauses 16.6 and 17.6 (as applicable) and clauses 20.4(b) and 20.4(c),
                                           where there is no appropriate remedy for the breach in the agreement
                                           (other than termination), the non-defaulting party is entitled to damages
                                           for Losses suffered by it directly as a result of the breach of the terms of
                                           this agreement.

                                  (b)      Despite any other provision in this agreement, where an amount
                                           becomes payable to AMAL under clause 16.2 and is actually paid to
                                           AMAL (or is payable, but no demand is made under clause 16.2), AMAL
                                           cannot make any Claim (other than a Claim under clause 16 or in
                                           respect of fraud or other conduct referred to in clause 16.6) against
                                           Tawana which relates to the event that gave rise to the right to make a
                                           demand under clause 16.2.

                                  (c)      Despite any other provision in this agreement, where an amount
                                           becomes payable to Tawana under clause 17.2 and is actually paid to
                                           Tawana (or is payable, but no demand is made under clause 17.2),
                                           Tawana cannot make any Claim (other than a Claim under clause 17 or
                                           in respect of fraud or other conduct referred to in clause 17.6) against
                                           AMAL which relates to the event that gave rise to the right to make a
                                           demand under clause 17.2.




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                          21      Public announcements
                          21.1    Public announcement of Scheme
                                  Immediately after signing this agreement, Tawana and AMAL will issue separate
                                  public announcements of the Transaction. The parties will consult with each
                                  other to agree the form of these public announcements.


                          21.2    Required disclosure
                                  (a)      Subject to clause 21.2(b), where a party is required by law, the ASX
                                           Listing Rules, the SGX Listing Rules or a memorandum of understanding
                                           with a Regulatory Authority to make any announcement or make any
                                           disclosure relating to a matter the subject of the Transaction, it may do
                                           so only after it has given the other party as much notice as reasonably
                                           possible and has consulted to the fullest extent possible in the
                                           circumstances with the other party and its legal advisers.

                                  (b)      The obligations in clause 21.2(a) do not apply to any announcements by
                                           a party which:

                                           (i)      relate to a Competing Transaction; or

                                           (ii)     are made during a Superior Proposal Period.


                          21.3    Other announcements
                                  Subject to clauses 21.1 and 21.2, no party may make any public announcement
                                  or disclosure in connection with the Transaction (including disclosure to a
                                  Regulatory Authority) other than in a form approved by each party (acting
                                  reasonably). Each party will use all reasonable endeavours to provide such
                                  approval as soon as practicable.



                          22      Confidential Information
                                  Each party acknowledges and agrees that it continues to be bound by the
                                  Confidentiality Agreement in respect of all information received by it from the
                                  other party on, before or after the Execution Date, except that where there is a
                                  conflict or inconsistency between the terms of this agreement and the
                                  Confidentiality Agreement, the terms of this agreement will prevail to the extent of
                                  the conflict or inconsistency.



                          23      Notices and other communications
                          23.1    Form - all communications
                                  Unless expressly stated otherwise in this agreement, all notices, certificates,
                                  consents, approvals, waivers and other communications in connection with this
                                  agreement must be:

                                  (a)      in writing;

                                  (b)      signed by the sender (if an individual) or an Authorised Officer of the
                                           sender; and

                                  (c)      marked for the attention of the person identified in the Details (or, if the
                                           recipient has notified otherwise, then marked for attention in the way last
                                           notified) and:



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                                           (i)      in the case of communications to AMAL, a copy must be sent to
                                                    Scott Gibson, Partner, DLA Piper Australia,
                                                    Scott.Gibson@dlapiper.com; and

                                           (ii)     in the case of communications to Tawana, a copy must be sent
                                                    to: Heath Lewis, Partner, King & Wood Mallesons,
                                                    heath.lewis@au.kwm.com.


                          23.2    Form - communications sent by email
                                  Communications sent by email need not be marked for attention in the way
                                  stated in clause 23.1 except that copies must be sent in accordance with sub-
                                  clauses 23.1(c)(i) and 23.1(c)(ii). The email must state the first and last name of
                                  the sender.

                                  Communications sent by email are taken to be signed by the named sender.


                          23.3    Delivery
                                  Communications must be:

                                  (a)      left at the address set out or referred to in the Details;

                                  (b)      sent by regular post (airmail if appropriate) to the address set out or
                                           referred to in the Details with a copy to be sent by email to the address
                                           set out or referred to in the Details;

                                  (c)      sent by fax to the fax number set out or referred to in the Details;

                                  (d)      sent by email to the address set out or referred to in the Details; or

                                  (e)      given in any other way permitted by law.

                                  However, if the intended recipient has notified a changed address, fax number or
                                  email address, then communications must be to that address, fax number or
                                  email address.


                          23.4    When effective
                                  Communications take effect from the time they are received or taken to be
                                  received under clause 23.5 (whichever happens first) unless a later time is
                                  specified.


                          23.5    When taken to be received
                                  Communications are taken to be received:

                                  (a)      if sent by post, 6 Business Days after posting (or 10 Business Days after
                                           posting if sent from one country to another);

                                  (b)      if sent by fax, at the time shown in the transmission report as the time
                                           that the whole fax was sent; or

                                  (c)      if sent by email;

                                           (i)      when the sender receives an automated message confirming
                                                    delivery; or

                                           (ii)     four hours after the time sent (as recorded on the device from
                                                    which the sender sent the email) unless the sender receives an
                                                    automated message that the email has not been delivered,


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                                           whichever happens first.


                          23.6    Receipt outside business hours
                                  Despite clauses 23.4 and 23.5, if communications are received or taken to be
                                  received under clause 23.5 after 5.00pm in the place of receipt or on a non-
                                  Business Day, they are taken to be received at 9.00am on the next Business Day
                                  and take effect from that time unless a later time is specified.



                          24      Goods and services tax (GST)
                          24.1    Consideration GST exclusive
                                  Unless expressly stated otherwise in this agreement, all amounts payable or
                                  consideration to be provided under this agreement are exclusive of GST.


                          24.2    Payment of GST
                                  If GST is payable on any supply made under this agreement, for which the
                                  consideration is not expressly stated to include GST, the recipient agrees to pay
                                  to the supplier an additional amount equal to the GST payable at the same time
                                  that the consideration for the supply, or the first part of the consideration for the
                                  supply (as the case may be), is to be provided. However:

                                  (a)      the recipient need not pay the additional amount until the supplier gives
                                           the recipient a tax invoice or an adjustment note;

                                  (b)      if an adjustment event arises in respect of the supply, the additional
                                           amount must be adjusted to reflect the adjustment event and the
                                           recipient or the supplier (as the case may be) must make any payments
                                           necessary to reflect the adjustment; and

                                  (c)      this clause 24.2 does not apply to the extent that the GST on the supply
                                           is payable by the recipient under Division 84 of the GST Act.


                          24.3    Reimbursements
                                  If a party is required under this agreement to indemnify another party, or pay or
                                  reimburse costs of another party, that party agrees to pay the relevant amount
                                  less any input tax credits to which the other party (or to which the representative
                                  member for a GST group of which the other party is a member) is entitled.


                          24.4    Calculation of payments
                                  If an amount payable under this agreement is to be calculated by reference to:

                                  (a)      the price to be received for a taxable supply then, for the purposes of
                                           that calculation, the price is reduced to the extent that it includes any
                                           amount on account of GST; and

                                  (b)      the price to be paid or provided for an acquisition then, for the purposes
                                           of that calculation, the price is reduced to the extent that an input tax
                                           credit is available for the acquisition.


                          24.5    Interpretation
                                  For the purposes of this clause 24:

                                  (a)      a term which has a defined meaning in the GST Act has the same
                                           meaning when used in this clause 24;
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                                  (b)      GST Act means the A New Tax System (Goods and Services Tax) Act
                                           1999 (Cth); and

                                  (c)      each periodic or progressive component of a supply to which section
                                           156-5(1) of the GST Act applies will be treated as though it is a separate
                                           supply.



                          25      Miscellaneous
                          25.1    Discretion in exercising rights
                                  A party may exercise a right or remedy or give or refuse its consent in any way it
                                  considers appropriate (including by imposing conditions), unless this agreement
                                  expressly states otherwise.


                          25.2    Partial exercising of rights
                                  If a party does not exercise a right or remedy fully or at a given time, the party
                                  may still exercise it later.


                          25.3    No liability for loss
                                  A party is not liable for loss caused by the exercise or attempted exercise of,
                                  failure to exercise, or delay in exercising a right or remedy under this agreement.


                          25.4    Approvals and consents
                                  By giving its approval or consent a party does not make or give any warranty or
                                  representation as to any circumstance relating to the subject matter of the
                                  consent or approval.


                          25.5    Conflict of interest
                                  The parties’ rights and remedies under this agreement may be exercised even if
                                  it involves a conflict of duty or a party has a personal interest in their exercise.


                          25.6    Remedies cumulative
                                  The rights and remedies in this agreement are in addition to other rights and
                                  remedies given by law independently of this agreement.


                          25.7    Variation and waiver
                                  A provision of this agreement or a right created under it, may not be waived or
                                  varied except in writing, signed by the party or parties to be bound.


                          25.8    No merger
                                  The warranties, undertakings and indemnities in this agreement do not merge on
                                  the Implementation Date.


                          25.9    Indemnities
                                  The indemnities in this agreement are continuing obligations, independent from
                                  the other obligations of the parties under this agreement and continue after this
                                  agreement ends. It is not necessary for a party to incur expense or make
                                  payment before enforcing a right of indemnity under this agreement.




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                          25.10 Enforceability
                                  For the purpose of this agreement:

                                  (a)      Tawana is taken to be acting as agent and trustee on behalf of and for
                                           the benefit of all Tawana Indemnified Parties; and

                                  (b)      AMAL is taken to be acting as agent and trustee on behalf of and for the
                                           benefit of all AMAL Indemnified Parties,

                                  and all of those persons are to this extent taken to be parties to this agreement.


                          25.11 Further steps
                                  Each party agrees, at its own expense, to do anything the other party asks (such
                                  as obtaining consents, signing and producing documents and getting documents
                                  completed and signed):

                                  (a)      to bind the party and any other person intended to be bound under this
                                           agreement; or

                                  (b)      to show whether the party is complying with this agreement.


                          25.12 Construction
                                  No rule of construction applies to the disadvantage of a party because that party
                                  was responsible for the preparation of, or seeks to rely on, this agreement or any
                                  part of it.


                          25.13 Costs
                                  Subject to clauses 16 and 17, the parties agree to pay their own legal and other
                                  costs and expenses in connection with the preparation, execution and completion
                                  of this agreement and other related documentation except for stamp duty
                                  (including any costs incurred as a result of the operation of clause 19).


                          25.14 Stamp duty
                                  AMAL agrees to pay all stamp duty (including fines and penalties) payable and
                                  assessed on this agreement or the Scheme and in respect of a transaction
                                  evidenced by this agreement or the Scheme.


                          25.15 Entire agreement
                                  Except for the Confidentiality Agreement, this agreement constitutes the entire
                                  agreement of the parties about its subject matter and supersedes all previous
                                  agreements, understandings and negotiations on that subject matter.


                          25.16 Assignment
                                  A party may not assign or otherwise deal with its rights under this agreement or
                                  allow any interest in them to arise or be varied in each case, without the consent
                                  of the other party.


                          25.17 No representation or reliance
                                  Each party acknowledges that:

                                  (a)      no party (nor any person acting on its behalf) has made any
                                           representation or other inducement to it to enter into this agreement,



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                                           except for representations or inducements expressly set out in this
                                           agreement;

                                  (b)      it does not enter into this agreement in reliance on any representation or
                                           other inducement by or on behalf of any other party, except for any
                                           representation or inducement expressly set out in this agreement; and

                                  (c)      clauses 25.17(a) and 25.17(b) above do not prejudice any rights a party
                                           may have in relation to information which had been filed by the other
                                           party with ASIC or ASX.


                          25.18 Governing law
                                  This agreement is governed by the law in force in the place specified in the
                                  Details. Each party submits to the non-exclusive jurisdiction of the courts of that
                                  place.


                          25.19 Counterparts
                                  This agreement may consist of a number of copies, signed by one or more
                                  parties to the agreement. If so, the signed copies are treated as making up the
                                  one document. This agreement will take effect when all counterparts are
                                  received (whether by email or otherwise) by AMAL at its address listed in the
                                  Details.

                          EXECUTED as an agreement




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                          Scheme Implementation Agreement
                          Schedule 1                   Prescribed Events



                          Part 1: Tawana Prescribed Events

                          1          (Conversion) Tawana converts all or any of its shares into a larger or smaller
                                     number of shares.

                          2          (Reduction of share capital) Tawana or any of its Subsidiaries resolves to
                                     reduce its share capital in any way or reclassifies, combines, splits or redeems or
                                     repurchases directly or indirectly any of its shares, other than in connection with
                                     the Spin-out Transaction.

                          3          (Buy-back) Tawana or any of its Subsidiaries:

                                     (a)      enters into a buy-back agreement; or

                                     (b)      resolves to approve the terms of a buy-back agreement under the
                                              Corporations Act.

                          4          (Distribution) Tawana makes or declares, or announces an intention to make or
                                     declare, any distribution (whether by way of dividend, capital reduction or
                                     otherwise and whether in cash or in specie), other than in connection with the
                                     Spin-out Transaction.

                          5          (Issuing or granting shares or options) Tawana or any of its Subsidiaries:

                                     (a)      issues shares (other than the Metalicity Shares, or upon exercise of a
                                              Tawana Employee Option or any Option granted prior to the Execution
                                              Date);

                                     (b)      grants a performance right or an option over its shares (other than a
                                              Tawana Employee Option); or

                                     (c)      agrees to make such an issue or grant such an option,

                                     in each case to a person outside the Tawana Group, other than in connection
                                     with a Capital Raising.

                          6          (Securities or other instruments) Tawana or any of its Subsidiaries:

                                     (a)      issues securities or other instruments convertible into shares or debt
                                              securities; or

                                     (b)      agrees to issue securities or other instruments convertible into shares or
                                              debt securities,

                                     in each case to a person outside the Tawana Group, other than the Tawana
                                     Employee Options.

                          7          (Constitution) Tawana adopts a new constitution or modifies or repeals its
                                     constitution or a provision of it, other than in connection with the Spin-out
                                     Transaction.

                          8          (Disposals) Tawana or any of its Subsidiaries disposes, or agrees to dispose of
                                     the whole or a substantial part of the Tawana Group’s business or property, other
                                     than in connection with the Spin-out Transaction.


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                          9          (Acquisitions, disposals or tenders) Tawana or any of its Subsidiaries:

                                     (a)      acquires or disposes of;

                                     (b)      agrees to acquire or dispose of; or

                                     (c)      offers, proposes, announces a bid or tenders for (other than client bids or
                                              tenders in the ordinary course of Tawana’s business),

                                     any business, assets, entity or undertaking the value of which exceeds $250,000,
                                     other than in connection with the Spin-out Transaction or the Metalicity
                                     Agreement.

                          10         (Encumbrances) other than in the ordinary course of business and consistent
                                     with past practice, Tawana or any of its Subsidiaries creates, or agrees to create,
                                     any Encumbrance over the whole or a substantial part of its business or property,
                                     other than any Encumbrance granted by Tawana or Lithco to secure obligations
                                     under the Proposed Facility.

                          11         (Insolvency) Tawana or any of its Related Bodies Corporate becomes Insolvent.

                          12         (Inconsistent transaction) Tawana enters into an agreement in respect of a
                                     Tawana Competing Transaction.

                          13         (Minimum cash amount) following completion of Tawana’s Capital Raising, the
                                     amount of cash and cash equivalents of the Tawana Group falls below
                                     A$3,000,000.

                          14         (Indebtedness) the consolidated Indebtedness of the Tawana Group increases
                                     above A$25,000,000 (calculated exclusive of the amount of any advisers’ fees,
                                     costs and other related expenses incurred by Tawana in undertaking the
                                     Transaction, and exclusive of any Indebtedness from time to time arising from
                                     the Proposed Facility).

                          15         (Employment arrangements) other than in the ordinary course of business and
                                     consistent with past practice Tawana or any of its Subsidiaries:

                                     (a)      increases the remuneration of, or otherwise varies the employment
                                              arrangements with, any of its directors or employees;

                                     (b)      accelerates the rights of any of its directors or employees to
                                              compensation or benefits or any kind (excluding under any Tawana
                                              executive or employee share plans); or

                                     (c)      pays any of its directors or employees a termination or retention payment
                                              (otherwise than in accordance with an existing contract in place at the
                                              Execution Date).

                          16         (Commitments and settlements) other than in connection with the Spin-out
                                     Transaction, Tawana or any of its Subsidiaries:

                                     (a)      enters into or agrees to enter into a Material Contract (other than the
                                              Proposed Facility);

                                     (b)      terminates or amends in a material manner a Material Contract or
                                              amends any other contract in such a manner that it becomes a Material
                                              Contract;

                                     (c)      waives any material third party default in any Material Contract; or




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                                     (d)      accepts as a settlement or compromise of a material matter (relating to
                                              an amount in excess of $250,000) less than the full compensation due to
                                              Tawana or a Subsidiary.

                          Part 2: AMAL Prescribed Events

                          1          (Conversion) AMAL converts all or any of its shares into a larger or smaller
                                     number of shares.

                          2          (Reduction of share capital) AMAL resolves to reduce its share capital in any
                                     way or reclassifies, combines, splits or redeems or repurchases directly or
                                     indirectly any of its shares.

                          3          (Buy-back) AMAL:

                                     (a)      enters into a buy-back agreement; or

                                     (b)      resolves to approve the terms of a buy-back agreement under the
                                              Corporations Act.

                          4          (Distribution) AMAL makes or declares, or announces an intention to make or
                                     declare, any distribution (whether by way of dividend, capital reduction or
                                     otherwise and whether in cash or in specie).

                          5          (Issuing or granting shares or options) AMAL:

                                     (a)      issues shares (other than upon exercise of an option granted prior to the
                                              Execution Date or the issue of the AMAL Management Shares);

                                     (b)      grants a performance right or an option over its shares; or

                                     (c)      agrees to make such an issue or grant such an option,

                                     other than in connection with a Capital Raising.

                          6          (Securities or other instruments) AMAL:

                                     (a)      issues securities or other instruments convertible into shares or debt
                                              securities; or

                                     (b)      agrees to issue securities or other instruments convertible into shares or
                                              debt securities.

                          7          (Constitution) other than as required for admission of AMAL to the Official List,
                                     AMAL adopts a new constitution or modifies or repeals its constitution or a
                                     provision of it.

                          8          (Disposals) AMAL disposes, or agrees to dispose of the whole or a substantial
                                     part of AMAL’s business or property.

                          9          (Acquisitions, disposals or tenders) AMAL:

                                     (a)      acquires or disposes of;

                                     (b)      agrees to acquire or dispose of; or

                                     (c)      offers, proposes, announces a bid or tenders for (other than client bids or
                                              tenders in the ordinary course of AMAL’s business),

                                     any business, assets, entity or undertaking the value of which exceeds $250,000.



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                          10      (Encumbrances) other than in the ordinary course of business and consistent
                                  with past practice, AMAL creates, or agrees to create, any Encumbrance over
                                  the whole or a substantial part of its business or property.

                          11      (Insolvency) AMAL or any of its Related Bodies Corporate becomes Insolvent.

                          12      (Inconsistent transaction) AMAL enters into an agreement in respect of an
                                  AMAL Competing Transaction.

                          13      (Minimum cash amount) following AMAL’s Capital Raising, the amount of cash
                                  and cash equivalents of AMAL falls below A$3,000,000.

                          14      (Indebtedness) the total Indebtedness of AMAL increases above A$30,000,000
                                  (calculated exclusive of the amount of any advisers’ fees, costs and other related
                                  expenses incurred by AMAL in undertaking the Transaction).

                          15      (Employment arrangements) other than in the ordinary course of business and
                                  consistent with past practice AMAL or any of its Subsidiaries:

                                  (a)      increases the remuneration of, or otherwise varies the employment
                                           arrangements with, any of its directors or employees;

                                  (b)      accelerates the rights of any of its directors or employees to
                                           compensation or benefits or any kind (including under any AMAL
                                           executive or employee share plans); or

                                  (c)      pays any of its directors or employees a termination or retention payment
                                           (otherwise than in accordance with an existing contract in place at the
                                           Execution Date).

                          16      (Commitments and settlements) AMAL:

                                  (a)      enters into or agrees to enter into a Material Contract;

                                  (b)      terminates or amends in a material manner a Material Contract or
                                           amends any other contract in such a manner that it becomes a Material
                                           Contract;

                                  (c)      waives any material third party default in any Material Contract; or

                                  (d)      accepts as a settlement or compromise of a material matter (relating to
                                           an amount in excess of $250,000) less than the full compensation due to
                                           AMAL or a Subsidiary.




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                          Scheme Implementation Agreement


                          Schedule 2                   Conditions Precedent (clause 3.1)


                          Condition                                                                  Party entitled to
                                                                                                     benefit
                          1          Approvals or Restraints
                                     Before 8.00am on the Second Court Date:
                                     (a)      (ASIC) ASIC has issued or provided such
                                              consents, approvals, modifications or exemptions       Both
                                              or has done such other acts which the parties
                                              agree are reasonably necessary or desirable to
                                              implement the Transaction;
                                     (b)      (ASX) ASX has issued or provided such consents,        Both
                                              approvals or waivers or has done such other acts
                                              which the parties agree are reasonably necessary
                                              or desirable to implement the Transaction;
                                     (c)      (SGX) SGX has issued or provided such consents,        Cannot be waived
                                              approvals or waivers or has done such other acts
                                              which the parties agree are reasonably necessary
                                              or desirable to implement the Transaction
                                              including:
                                              (i)      approval of the SGX for the despatch of
                                                       the AMAL Shareholders’ Circular and the
                                                       Transaction; and

                                              (ii)     approval of the issuance of the listing and
                                                       quotation notice approving, amongst
                                                       others, the listing and quotation of the
                                                       Scheme Consideration on the official list
                                                       of the Catalist;

                                     (d)      (FIRB approval) either:                                Cannot be waived
                                              (i)      the Treasurer (or his delegate) has
                                                       provided notice that there are no
                                                       objections to the proposed Transaction
                                                       either unconditionally or with conditions
                                                       reasonably acceptable to AMAL; or

                                              (ii)     following notice of the proposed
                                                       Transaction having been given by AMAL
                                                       to the Treasurer under the FATA, the
                                                       Treasurer has ceased to be empowered to
                                                       make any order because of lapse of time;

                                     (e)      (Regulatory Authority) all other approvals of a        Both
                                              Regulatory Authority which AMAL and Tawana
                                              agree are necessary to implement the Scheme
                                              have been granted obtained and not withdrawn,
                                              cancelled, revoked or varied in a manner
                                              materially adverse to the parties;




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                          Condition                                                                  Party entitled to
                                                                                                     benefit
                                     (f)      (Court orders) no Court of competent jurisdiction      Both
                                              has issued or taken steps to issue an order,
                                              temporary restraining order, preliminary or
                                              permanent injunction, preliminary or permanent
                                              decision, notice of objection, decree or ruling or
                                              taken any action enjoining, restraining or otherwise
                                              imposing a legal restraint or prohibition preventing
                                              the Transaction and no such order, decree, ruling,
                                              other action or refusal is in effect.
                          2          Scheme approval                                                 Cannot be waived

                                     Tawana Shareholders have approved the Scheme at the
                                     Scheme Meeting by the requisite majorities in accordance
                                     with the Corporations Act.

                          3          Court approval                                                  Cannot be waived

                                     The Court has approved the Scheme in accordance with
                                     section 411(4)(b) of the Corporations Act.

                          4          Independent Expert                                              Tawana

                                     The Independent Expert has issued an Independent
                                     Expert's Report which concludes that the Scheme is in the
                                     best interests of Scheme Participants, and the Independent
                                     Expert has not withdrawn or adversely modified that
                                     conclusion by 8.00am on the Second Court Date.

                          5          No Tawana Prescribed Event                                      AMAL

                                     No Tawana Prescribed Event has occurred between (and
                                     including) the Execution Date and 8.00am on the Second
                                     Court Date.

                          6          No AMAL Prescribed Event                                        Tawana

                                     No AMAL Prescribed Event has occurred between (and
                                     including) the Execution Date and 8.00am on the Second
                                     Court Date.

                          7          No Tawana Material Adverse Change                               AMAL

                                     No Tawana Material Adverse Change has occurred
                                     between the Execution Date and 8.00am on the Second
                                     Court Date.

                          8          No AMAL Material Adverse Change                                 Tawana

                                     No AMAL Material Adverse Change has occurred between
                                     the Execution Date and 8.00am on the Second Court Date.

                          9          Tawana representations and warranties                           AMAL

                                     Each of the statements set out in Schedule 6 is true and
                                     correct in all material respects as at the Execution Date
                                     and until 5.00pm on the Business Day immediately prior to
                                     the Second Court Date.



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                          Condition                                                             Party entitled to
                                                                                                benefit
                          10      AMAL representations and warranties                           Tawana

                                  Each of the statements set out in Schedule 7 is true and
                                  correct in all material respects as at the Execution Date
                                  and until 5.00pm on the Business Day immediately prior to
                                  the Second Court Date.

                          11      ASX Quotation                                                 Both

                                  ASX has, before 8.00am on the Second Court Date, given
                                  approval for the admission of AMAL to the Official List and
                                  for the Official Quotation of AMAL Shares, subject to any
                                  conditions which ASX may reasonably require, including
                                  implementation of the Scheme.

                          12      No termination                                                Both

                                  This agreement has not been terminated in accordance
                                  with clause 20.

                          13      AMAL Shareholder approval                                     Cannot be waived

                                  AMAL Shareholders approve the AMAL Shareholder
                                  Resolutions by the requisite majorities in accordance with
                                  all applicable laws.




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                          Scheme Implementation Agreement
                          Schedule 3                       Timetable* (clause 6.1)




                          Event                                                    Date

                          Announcement of Transaction and Permitted Transactions   5 April 2018

                          Tawana re-commences trading on ASX                       9 April 2018

                          AMAL re-commences trading on SGX                         9 April 2018

                          Lodge Scheme Booklet with ASIC                           16 July 2018

                          First Court Date                                         9 August 2018

                          Printing and despatch of Scheme Booklet                  14 August 2018

                          AMAL Shareholder meeting                                 11 September 2018

                          Scheme Meeting held                                      13 September 2018

                          Second Court Date                                        18 September 2018

                          Lodge Court order with ASIC (Effective Date)             19 September 2018

                          Record Date                                              26 September 2018

                          Implementation Date                                      3 October 2018

                          AMAL listing on ASX Official List                        4 October 2018



                          * Timetable is indicative only




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                          Scheme Implementation Agreement
                          Schedule 4                   Tawana’s obligations (clause 7.1)



                          1          (Scheme Booklet) as soon as practicable after the Execution Date, prepare the
                                     Scheme Booklet (excluding AMAL lnformation and the lndependent Expert's
                                     Report) and ensure that the Scheme Booklet (excluding AMAL lnformation and
                                     the lndependent Expert's Report) complies with all applicable laws and in
                                     particular the requirements of the Corporations Act, the Corporations
                                     Regulations, the ASX Listing Rules and applicable ASIC Regulatory Guides.

                          2          (Further Tawana Information) provide to AMAL and Scheme Participants such
                                     further or new Tawana Information as may arise after the Scheme Booklet has
                                     been sent which is required to be disclosed to Tawana Shareholders (including
                                     as may be necessary to ensure that the Tawana Information contained in the
                                     Scheme Booklet is not, having regard to applicable disclosure requirements,
                                     false, misleading or deceptive in any material respect (including because of any
                                     material omission)), and to the extent it is reasonably practicable to do so,
                                     provide AMAL with drafts of any documents that it proposes to issue to Tawana
                                     Shareholders, consult with AMAL in relation to the content of those drafts and
                                     (acting reasonably and in good faith) take into account any comments from
                                     AMAL and its Representatives on those drafts.

                          3          (Review of AMAL Information) review the drafts of the AMAL Information and
                                     AMAL SGX Information prepared by AMAL and provide comments on those
                                     drafts in good faith and in a timely manner.

                          4          (Independent Expert) promptly appoint the Independent Expert and provide any
                                     assistance and information reasonably requested by the Independent Expert to
                                     enable it to prepare its report for inclusion in the Scheme Booklet.

                          5          (Provide a copy of the report) on receipt, provide AMAL with a copy of any
                                     draft or final report received from the Independent Expert.

                          6          (Tawana Board recommendation) state in the Scheme Booklet and the
                                     Announcement that each member of the Tawana Board recommends that the
                                     Scheme Participants vote in favour of the Scheme and must not make any public
                                     statement or take any action that contradicts or qualifies such recommendations,
                                     subject only to there being no Tawana Superior Proposal and the lndependent
                                     Expert concluding and continuing to conclude that the Scheme is in the best
                                     interests of Tawana Shareholders.

                          7          (Tawana Director voting intentions) state in the Scheme Booklet and the
                                     Announcement that each member of the Tawana Board intends to vote any
                                     Tawana Shares in which they have a Relevant Interest in favour of the Scheme
                                     and any other resolution submitted to Tawana Shareholders for their approval in
                                     connection with the Transaction, subject only to the absence of a Tawana
                                     Superior Proposal and the lndependent Expert concluding and continuing to
                                     conclude that the Scheme is in the best interests of Tawana Shareholders.

                          8          (Directors’ voting) use reasonable endeavours to procure that:

                                     (a)      each member of the Tawana Board votes any Tawana Shares in which
                                              they have a Relevant Interest in favour of the Scheme and any other
                                              resolution submitted to Tawana Shareholders for their approval in
                                              connection with the Transaction; and




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                                     (b)      each member of the Tawana Board does not change, withdraw or modify
                                              his or her voting intention or recommendation,

                                     unless a Tawana Superior Proposal arises or the Independent Expert concludes
                                     in the Independent Expert's Report that the Scheme is not in the best interests of
                                     Tawana Shareholders.

                          9          (Approval of draft Scheme Booklet) after the preparation of an advanced draft
                                     of the Scheme Booklet suitable for review by ASIC, procure that a meeting of the
                                     Tawana Board is convened to approve the draft Scheme Booklet to be provided
                                     to ASIC for its review.

                          10         (Tawana SGX Information) at the request of AMAL and/or its officers or
                                     advisors, prepare and promptly provide to AMAL for inclusion in the SGX
                                     Documents such Tawana SGX Information as AMAL reasonably requires to
                                     prepare and issue the SGX Documents (including any information required under
                                     applicable laws and the applicable rules and policies of SGX (including the SGX
                                     Listing Rules) and all other information to be furnished to the SGX as may be
                                     necessary to implement the Transaction.

                          11         (Further Tawana SGX Information) promptly provide to AMAL such further or
                                     new Tawana SGX Information as may arise after the SGX Documents have been
                                     sent until the date of the AMAL Shareholder meeting to consider the AMAL
                                     Shareholder Resolutions as may be necessary to ensure that the Tawana SGX
                                     Information contained in the SGX Documents is not, having regard to applicable
                                     disclosure requirements, false, misleading or deceptive in any material respect
                                     (including because of any material omission).

                          12         (Approval of SGX Documents) procure that a meeting of the Tawana Board is
                                     held to approve the Tawana SGX Information as being in a form appropriate for
                                     provision to SGX for review and/or appropriate for despatch to AMAL
                                     Shareholders (as applicable).

                          13         (Reasonable assistance) without limiting any obligation of Tawana under any
                                     other provision of this agreement, provide any assistance or information
                                     reasonably requested by AMAL in relation to the SGX Documents.

                          14         (Registry details) subject to the terms of the Scheme:

                                     (a)      provide all necessary information about the Scheme Participants to
                                              AMAL which AMAL requires in order to assist AMAL to solicit votes at
                                              the Scheme Meeting; and

                                     (b)      provide all necessary directions to the Registry to promptly provide any
                                              information that AMAL reasonably requests in relation to the Register,
                                              including any sub-register, and, where requested by AMAL, must
                                              procure such information be provided in such electronic form as is
                                              reasonably requested by AMAL.

                          15         (Proxies) except to the extent that Tawana would be in breach of Australian
                                     privacy laws, cause the Registry to report to Tawana and AMAL on the status of
                                     proxy forms received by the Registry for the Scheme Meeting:

                                     (a)      on the day that is 10 Business Days before the Scheme Meeting;

                                     (b)      on each Business Day following the day that is 10 Business Days before
                                              the Scheme Meeting, up to the deadline for receipt of proxy forms; and

                                     (c)      immediately following such deadline,




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                                  and to provide such other information as it may receive concerning the voting
                                  intentions of Tawana Shareholders to AMAL.

                          16      (Section 411(17)(b) statement) apply to ASIC for the production of:

                                  (a)      a letter stating that ASIC does not intend to appear at the First Court
                                           Date; and

                                  (b)      a statement pursuant to section 411(17)(b) of the Corporations Act
                                           stating that ASIC has no objection to the Scheme.

                          17      (Court documents) consult with AMAL in relation to the content of the
                                  documents required for the purposes of the Court hearings held for the purposes
                                  of sections 411(1) and 411(4)(b) of the Corporations Act in relation to the
                                  Scheme (including originating process, affidavits, submissions and draft minutes
                                  of Court orders) and consider in good faith reasonable comments on, and
                                  suggested amendments to, those documents from AMAL and its
                                  Representatives.

                          18      (Court application) promptly apply to the Court for an order under
                                  section 411(1) of the Corporations Act directing Tawana to convene the Scheme
                                  Meeting.

                          19      (Approval of Scheme Booklet) after the conclusion of the review by ASIC of the
                                  Scheme Booklet, procure that a meeting of the Tawana Board is convened to
                                  approve the Scheme Booklet for registration with ASIC and despatch to Tawana
                                  Shareholders.

                          20      (Registration of explanatory statement) request ASIC to register the
                                  explanatory statement included in the Scheme Booklet in relation to the Scheme
                                  in accordance with section 412(6) of the Corporations Act.

                          21      (Send Scheme Booklet) send the Scheme Booklet to Tawana Shareholders as
                                  soon as practicable after the Court orders Tawana to convene the Scheme
                                  Meeting.

                          22      (Scheme Meeting) convene the Scheme Meeting in accordance with any orders
                                  made by the Court pursuant to section 411(1) of the Corporations Act and seek
                                  the approval of Tawana Shareholders for the Scheme and, for this purpose, the
                                  directors of Tawana must participate in reasonable efforts to promote the merits
                                  of the Scheme, including meeting with key Scheme Participants at the
                                  reasonable request of AMAL. Tawana shall not seek to adjourn or otherwise
                                  change the timing of the Scheme Meeting without the prior written consent of
                                  AMAL.

                          23      (Court order) as soon as practicable after Tawana Shareholders approve the
                                  Scheme at the Scheme Meeting, apply to the Court for an order approving the
                                  Scheme in accordance with sections 411(4)(b) and 411(6) of the Corporations
                                  Act.

                          24      (Lodge) lodge with ASIC an office copy of any Court order approving the
                                  Scheme as approved by the Tawana Shareholders at the Scheme Meeting in
                                  accordance with section 411(10) of the Corporations Act.

                          25      (Scheme Consideration) close the Share Register as at 5.00pm on the Record
                                  Date and determine entitlements to the Scheme Consideration in accordance
                                  with the Scheme and the Deed Poll.

                          26      (Registration) register all transfers of Scheme Shares to AMAL on the
                                  Implementation Date.




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                          27      (Listing) take all reasonable steps to maintain Tawana’s listing on ASX,
                                  notwithstanding any suspension of the quotation of Tawana Shares, up to and
                                  including the Implementation Date, including making appropriate applications to
                                  ASX and ASIC.

                          28      (Delisting) if directed by AMAL at any time after the Effective Date, take all steps
                                  necessary for Tawana to be:

                                  (a)      removed from the official list of ASX on the day immediately following the
                                           Implementation Date, including lodging a request for removal with ASX
                                           prior to the Implementation Date and satisfying any conditions
                                           reasonably required by ASX for it to act on that request; and

                                  (b)      removed from the official list of JSE on the day immediately following the
                                           Implementation Date, including lodging a request for removal with JSE
                                           prior to the Implementation Date and satisfying any conditions
                                           reasonably required by JSE for it to act on that request.

                          29      (AMAL ASX Listing) without limiting any obligation of Tawana under any other
                                  provision of this agreement, provide any assistance or information reasonably
                                  requested by AMAL in connection with the listing of AMAL on ASX, including:

                                  (a)      promptly preparing and providing AMAL with any information relating to
                                           Tawana which is reasonably required by AMAL to seek approval for the
                                           admission of AMAL to the Official List and for the Official Quotation of
                                           AMAL Shares; and

                                  (b)      consent to the use by AMAL of the Scheme Booklet as or as part of the
                                           document on which AMAL's application for admission to the Official List
                                           is based and ensuring that any expert engaged to prepare a report for
                                           the Scheme Booklet (including any technical experts) agree as part of
                                           their engagement to consent to the use of their report in connection with
                                           the listing of AMAL on ASX and provides that consent on request from
                                           AMAL.

                          30      (Other steps) do all other things within its power as may be reasonably
                                  necessary to give effect to the Transaction on a basis consistent with this
                                  agreement and the orders of the Court approving the Scheme.




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                          Scheme Implementation Agreement
                          Schedule 5                   AMAL’s obligations (clause 7.2)



                          1          (AMAL Notice of Meeting) as soon as practicable after the Execution Date,
                                     prepare the AMAL Notice of Meeting (excluding Tawana SGX lnformation) and
                                     ensure that the AMAL Notice of Meeting (excluding Tawana SGX lnformation)
                                     complies with all applicable laws and the applicable rules and policies of SGX
                                     (including the SGX Listing Rules).

                          2          (AMAL Information) at the request of Tawana and/or its officers or advisors,
                                     prepare and promptly provide to Tawana for inclusion in the Scheme Booklet
                                     such AMAL Information as Tawana reasonably requires to prepare and issue the
                                     Scheme Booklet (including any information required under applicable laws and in
                                     particular the requirements of the Corporations Act, the Corporations
                                     Regulations, the ASX Listing Rules and applicable ASIC Regulatory Guides) and
                                     all other information to be furnished to ASX as may be necessary to implement
                                     the Transaction.

                          3          (Further AMAL Information) promptly provide to Tawana such further or new
                                     AMAL Information as may arise after the Scheme Booklet has been sent until the
                                     date of the Scheme Meeting as may be necessary to ensure that the AMAL
                                     Information contained in the Scheme Booklet is not, having regard to applicable
                                     disclosure requirements, false, misleading or deceptive in any material respect
                                     (including because of any material omission).

                          4          (Review of Tawana SGX Information) review the drafts of the Tawana SGX
                                     Information prepared by Tawana and provide comments on those drafts in good
                                     faith and in a timely manner.

                          5          (Approval of draft for ASIC) as soon as reasonably practicable after the
                                     preparation of an advanced draft of the Scheme Booklet suitable for review by
                                     ASIC, procure that a meeting of the AMAL Board is held to approve the AMAL
                                     Information as being in a form appropriate for provision to ASIC for review.

                          6          (Approval of Scheme Booklet) as soon as reasonably practicable after the
                                     conclusion of the review by ASIC of the Scheme Booklet, procure that a meeting
                                     of the AMAL Board is held to approve the AMAL Information as being in a form
                                     appropriate for despatch to Tawana Shareholders, subject to approval of the
                                     Court.

                          7          (Representation) procure that AMAL is represented by counsel at the Court
                                     hearings convened for the purposes of sections 411(1) and 411(4)(b) of the
                                     Corporations Act in relation to the Scheme, at which, through its counsel, AMAL
                                     will undertake (if requested by the Court) to do all things and take all steps within
                                     its power that may be necessary to ensure the fulfilment of its obligations under
                                     the Scheme, and, to the extent that leave of the Court is required for AMAL to be
                                     represented at those Court hearings, apply for that leave.

                          8          (Approval of SGX Documents) procure that a meeting of the AMAL Board is
                                     convened to approve the SGX Documents as being in a form appropriate for
                                     provision to SGX for review and/or appropriate for despatch to AMAL
                                     Shareholders (as applicable).

                          9          (Independent Expert information) provide any assistance or information
                                     reasonably requested by the Independent Expert in connection with the




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                                  preparation of the Independent Expert’s report to be included in the Scheme
                                  Booklet.

                          10      (Deed Poll) prior to the First Court Date, sign and deliver the Deed Poll and
                                  obtain any due execution opinion required for provision to the Court, confirming
                                  the Deed Poll was duly executed by AMAL and is binding on AMAL in
                                  accordance with its terms.

                          11      (Scheme Consideration) if the Scheme becomes Effective, procure the
                                  provision of the Scheme Consideration in the manner and amount contemplated
                                  by clause 4.2 and the terms of the Scheme and the Deed Poll.

                          12      (Share transfer) if the Scheme becomes Effective, accept a transfer of the
                                  Scheme Shares as contemplated by clause 4.1(a).

                          13      (Review of Scheme Booklet) review the drafts of the Scheme Booklet prepared
                                  by Tawana and provide comments on those drafts in good faith and in a timely
                                  manner.

                          14      (Reasonable assistance) without limiting any obligation of AMAL under any
                                  other provision of this agreement, providing any assistance or information
                                  reasonably requested by Tawana in relation to the Scheme.

                          15      (Regulatory notifications) without limiting any obligations of AMAL under any
                                  other provision of this agreement, lodging with each Regulatory Authority within
                                  the relevant time periods all necessary documentation and filings required by law
                                  to be lodged by AMAL in relation to the Scheme and the transactions
                                  contemplated by this agreement.

                          16      (No AMAL Prescribed Event) ensure that no AMAL Prescribed Event occurs
                                  during the period commencing on the Execution Date and ending at 8.00am on
                                  the Second Court Date and if an AMAL Prescribed Event occurs, immediately
                                  inform Tawana.

                          17      (On-sale relief) apply to ASIC for relief to allow the on-sale of AMAL Shares that
                                  constitute the Option Consideration without disclosure.

                          18      (AMAL Share listing on SGX) as soon as practicable, apply for the
                                  Consideration Shares that are to be issued under the Scheme to be conditionally
                                  approved for listing on the official list of the Catalist, subject to the customary
                                  listing requirements, and do everything reasonably necessary to advance such
                                  application.

                          19      (AMAL Share listing on ASX) as soon as practicable, apply to ASX for the ASX
                                  Consideration Shares that are to be issued under the Scheme to be conditionally
                                  approved for Official Quotation on ASX, subject to the Scheme becoming
                                  effective, and use reasonable endeavours to obtain ASX’s approval for Official
                                  Quotation by 8.00am on the day after the Second Court Date, and do everything
                                  reasonably necessary to advance such application, including applying for (and
                                  making submissions in respect of) all such waivers of the ASX Listing Rules as
                                  may be reasonably expected to be obtained in the circumstances.

                          20      (Trading) do everything reasonably necessary to ensure that trading on the SGX
                                  and ASX in the AMAL Shares issued under the Scheme, is permitted to
                                  commence by the first trading day following the Implementation Date (or such
                                  later date as ASX or SGX, as applicable, requires).

                          21      (Other steps) do all things within its power as may be reasonably necessary to
                                  give effect to the Transaction on a basis consistent with this agreement and the
                                  orders of the Court approving the Scheme.




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                          Scheme Implementation Agreement
                          Schedule 6 Tawana’s representations and
                          warranties (clause 18.1)



                          1          (Incorporation) it is a valid existing corporation registered under the laws of its
                                     place of incorporation.

                          2          (Execution) the execution and delivery of this agreement has been properly
                                     authorised by all necessary corporate actions of Tawana.

                          3          (Corporate power) it has full corporate power and lawful authority to execute
                                     and deliver this agreement and to consummate and perform or cause to be
                                     performed its obligations under this agreement in accordance with its terms.

                          4          (Binding obligations) (subject to laws generally affecting creditors’ rights and
                                     the principles of equity) this agreement constitutes legal, valid and binding
                                     obligations on it.

                          5          (No conflict) this agreement does not and will not conflict with or result in the
                                     breach of or default under any provision of its constituent documents or any
                                     material term or provision of any order, judgment, or law to which it is a party or
                                     is subject to or bound.

                          6          (Tawana Information) the Tawana Information contained in the Scheme
                                     Booklet, as at the date of the Scheme Booklet, will comply in all material respects
                                     with the requirements of applicable laws and in particular the requirements of the
                                     Corporations Act, the Corporations Regulations, the ASX Listing Rules and
                                     applicable ASIC Regulatory Guides.

                          7          (Tawana SGX Information) the Tawana SGX Information provided in
                                     accordance with this agreement and included in the SGX Documents, as at the
                                     date of the SGX Documents, will comply in all material respects with the
                                     requirements of applicable laws and the applicable rules and policies of SGX
                                     (including the SGX Listing Rules) and will not contain any statement which is
                                     materially misleading or deceptive nor contain any material omission having
                                     regard to applicable disclosure requirements.

                          8          (Reliance - Tawana Information) the Tawana Information contained in the
                                     Scheme Booklet will be included in good faith and on the understanding that
                                     AMAL and its directors will rely on that information for the purposes of
                                     considering and approving the AMAL Information in the Scheme Booklet before it
                                     is despatched, approving the entry into the Deed Poll, implementing the Scheme
                                     and seeking admission of AMAL to the Official List.

                          9          (Reliance - Tawana SGX Information) the Tawana SGX Information provided to
                                     AMAL for inclusion in the SGX Documents will be provided in good faith and on
                                     the understanding that AMAL and its directors will rely on that information for the
                                     purposes of including that information in the SGX Documents.

                          10         (Further information) Tawana will, as a continuing obligation, provide to AMAL:

                                     (a)      all such further or new information which may arise after the date of the
                                              Scheme Booklet until the date of the Scheme Meeting which may be
                                              necessary to ensure that there would be no breach of clause 6 if it
                                              applied as at the date upon which that information arose; and



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                                  (b)      all such further or new information which may arise after the date of
                                           despatch of the AMAL Notice of Meeting until the date of the AMAL
                                           Shareholder meeting to consider the AMAL Shareholder Resolutions
                                           which may be necessary to ensure that there would be no breach of
                                           clause 7 if it applied as at the date upon which that information arose.

                          11      (Disclosure)

                                  (a)      the information Fairly Disclosed by or on behalf of Tawana to AMAL or
                                           its Representatives has been collated and prepared in good faith and
                                           with all reasonable care and skill and, so far as Tawana is aware, such
                                           materials are materially accurate; and

                                  (b)      as far as Tawana is aware, as at the Execution Date there is no
                                           information:

                                           (i)      which has not been disclosed by Tawana or its Representatives
                                                    to AMAL;

                                           (ii)     which has not been announced on ASX in the two years up to
                                                    and including the Execution Date; or

                                           (iii)    of which AMAL and its Representatives are not aware, including
                                                    by reason of their involvement with the Bald Hill Joint Venture,

                                           the disclosure of which might reasonably be expected to have resulted in
                                           AMAL not entering into this agreement at all, or only entering into this
                                           agreement on materially different terms.

                          12      (Continuous disclosure) Tawana is in compliance in all material respects with
                                  its continuous disclosure obligations under the ASX Listing Rules and is not
                                  relying on the carve-out in ASX Listing Rule 3.1A to withhold any information
                                  from disclosure.

                          13      (Provision of information to Independent Expert) all information provided by
                                  or on behalf of Tawana to the Independent Expert to enable the Independent
                                  Expert’s report to be included in the Scheme Booklet to be prepared and
                                  completed will be provided in good faith and on the understanding that, to the
                                  extent accepted by the Independent Expert, the Independent Expert will rely
                                  upon that information for the purpose of preparing the Independent Expert’s
                                  report. All Tawana Information provided to the independent qualified person to
                                  enable the qualified person’s report to be included in the AMAL Shareholders’
                                  Circular will be provided in good faith and on the understanding that such
                                  independent qualified person will rely upon that information for the purpose of
                                  preparing its qualified person’s report.

                          14      (Compliance) so far as the Tawana Board is aware, Tawana and its Subsidiaries
                                  have complied in all material respects with all Australian and foreign laws and
                                  regulations applicable to them and orders of Australian and foreign governmental
                                  agencies having jurisdiction over them and have all material licenses,
                                  authorisations, permits and franchises necessary for them to conduct their
                                  respective businesses as presently being conducted.

                          15      (No default) neither it nor any of its Subsidiaries:

                                  (a)      is in default under any document, agreement or instrument binding on it
                                           or its assets; nor

                                  (b)      has anything occurred which is or would with the giving of notice or lapse
                                           of time constitute an event of default, prepayment event or similar event,
                                           or give another party thereto a termination right or right to accelerate any


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                                             right or obligation, under any such document or agreement with such an
                                             effect,

                                  in each case where such default, occurrence or event would result in a Tawana
                                  Material Adverse Change.

                          16      (Securities) Tawana’s issued securities as at the Execution Date are:

                                   504,977,471          Tawana Shares
                                   400,000              Unlisted options exercisable at $0.178 on or before 26 May 2018
                                   2,500,000            Unlisted options exercisable at $0.035 on or before 14 June 2018
                                   3,000,000            Unlisted options exercisable at $0.06 on or before 30 June 2019
                                   1,000,000            Unlisted options exercisable at $0.06 on or before 30 June 2019
                                   1,250,000            Unlisted options exercisable at $0.13 on or before 7 January 2020
                                   1,000,000            Unlisted options exercisable at $0.16 on or before 15 March 2020
                                   500,000              Unlisted options exercisable at $0.18 on or before 8 May 2020
                                   500,000              Unlisted options exercisable at $0.23 on or before 27 March 2020
                                   3,000,000            Unlisted options exercisable at $0.20 on or before 12 April 2020
                                   3,000,000            Unlisted options exercisable at $0.25 on or before 12 April 2020
                                   3,000,000            Unlisted options exercisable at $0.30 on or before 12 April 2020
                                   500,000              Unlisted options exercisable at $0.20 on or before 15 June 2020
                                   7,673,470            Unlisted options exercisable at $0.30625 on or before 19 July 2020
                                   2,000,000            Unlisted options exercisable at $0.20 on or before 20 December
                                                        2020
                                   500,000              Unlisted options exercisable at $0.22 and $0.24 on or before 21
                                                        August 2020

                                  and it has not issued or agreed to issue any other equity securities or instruments
                                  which are still outstanding and which may convert into Tawana Shares, other
                                  than the Metalicity Shares or the Tawana Employee Options.

                          17      (No Encumbrances) there is no material Encumbrance over all or any of its
                                  assets or revenues other than as Fairly Disclosed to AMAL prior to the Execution
                                  Date, other than any Encumbrance granted by Tawana or Lithco to secure
                                  obligations under the Proposed Facility.

                          18      (Insolvency) neither it nor any of its Related Bodies Corporate is Insolvent.

                          19      (Material Contracts) on the Execution Date, neither it nor any of its Subsidiaries
                                  is in material default under any Material Contract to which a member of the
                                  Tawana Group is a party nor has anything occurred which is or would be with the
                                  giving of notice or lapse of time constitute an event of default, prepayment or
                                  similar event, or give another party thereto a termination right or right to
                                  accelerate any material right or obligation, under any such Material Contract with
                                  such an effect. For the purposes of this paragraph, “Material Contract” does not
                                  include the Bald Hill JVA.

                          20      (No Claims) other than as Fairly Disclosed by Tawana to AMAL or disclosed to
                                  ASX prior to the Execution Date, as at the Execution Date there are no existing
                                  or threatened Claims, litigation, disputes of more than $250,000, in each case
                                  where written notice has been given or proceedings against a member of the
                                  Tawana Group or their directors.

                          21      (Exchange Ratio) all information provided by Tawana or its Representatives by
                                  way of inputs to the model prepared to for the purposes of determining the
                                  Exchange Ratio is accurate and not misleading in any material particular.


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36392379_9
                          Scheme Implementation Agreement
                          Schedule 7 AMAL’s representations and
                          warranties (clause 18.5)

                          1          (Incorporation) it is a valid existing corporation registered under the laws of its
                                     place of incorporation.

                          2          (Execution) the execution and delivery of this agreement has been properly
                                     authorised by all necessary corporate actions of AMAL.

                          3          (Corporate power) it has full corporate power and lawful authority to execute
                                     and deliver this agreement and to consummate and perform or cause to be
                                     performed its obligations under this agreement in accordance with its terms.

                          4          (Binding obligations) (subject to laws generally affecting creditors’ rights and
                                     the principles of equity) this agreement constitutes legal, valid and binding
                                     obligations on it.

                          5          (No conflict) this agreement does not and will not conflict with or result in the
                                     breach of or default under any provision of its constituent documents or any
                                     material term or provision of any order, judgment, or law to which it is a party or
                                     is subject to or bound.

                          6          (AMAL Information) the AMAL Information provided in accordance with this
                                     agreement and included in the Scheme Booklet, as at the date of the Scheme
                                     Booklet, will comply in all material respects with the requirements of applicable
                                     laws and in particular the requirements of the Corporations Act, the Corporations
                                     Regulations, the ASX Listing Rules and applicable ASIC Regulatory Guides and
                                     will not contain any statement which is materially misleading or deceptive nor
                                     contain any material omission having regard to applicable disclosure
                                     requirements.

                          7          (AMAL SGX Information) the AMAL SGX Information contained in the SGX
                                     Documents will comply in all material respects with the requirements of
                                     applicable laws and the applicable rules and policies of SGX (including the SGX
                                     Listing Rules).

                          8          (Reliance - AMAL Information) the AMAL Information provided to Tawana for
                                     inclusion in the Scheme Booklet will be provided in good faith and on the
                                     understanding that Tawana and its directors will rely on that information for the
                                     purposes of including that information in the Scheme Booklet.

                          9          (Reliance - AMAL SGX Information) the AMAL SGX Information contained in
                                     the SGX Documents will be included in good faith and on the understanding that
                                     Tawana and its directors will rely on that information for the purposes of
                                     considering and approving the Tawana SGX Information in the SGX Documents.

                          10         (Further information) AMAL will, as a continuing obligation, provide to Tawana:

                                     (a)      all such further or new information which may arise after the date of the
                                              Scheme Booklet until the date of the Scheme Meeting which may be
                                              necessary to ensure that there would be no breach of clause 6 if it
                                              applied as at the date on which that information arose; and

                                     (b)      all such further or new information which may arise after the date of
                                              despatch of the AMAL Notice of Meeting until the date of the AMAL
                                              Shareholder meeting to consider the AMAL Shareholder Resolutions
                                              which may be necessary to ensure that there would be no breach of
                                              clause 7 if it applied as at the date upon which that information arose.




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36392379_9
                          11      (Disclosure)

                                  (a)      the information Fairly Disclosed by or on behalf of AMAL to Tawana or
                                           its Representatives has been collated and prepared in good faith and
                                           with all reasonable care and skill and, so far as AMAL is aware, such
                                           materials are materially accurate; and

                                  (b)      as far as AMAL is aware, as at the Execution Date there is no
                                           information:

                                           (i)      which has not been disclosed by AMAL or its Representatives to
                                                    Tawana;

                                           (ii)     which has not been announced on SGX in the two years up to
                                                    and including the Execution Date; or

                                           (iii)    of which Tawana and its Representatives are not aware,
                                                    including by reason of their involvement with the Bald Hill Joint
                                                    Venture,

                                           the disclosure of which might reasonably be expected to have resulted in
                                           Tawana not entering into this agreement at all, or only entering into this
                                           agreement on materially different terms.

                          12      (Continuous disclosure) AMAL is in compliance in all material respects with its
                                  continuous disclosure obligations under the SGX Listing Rules and is not relying
                                  on the carve-out in the SGX Listing Rules to withhold any information from
                                  disclosure.

                          13      (Provision of information to Independent Expert) all information provided by
                                  or on behalf of AMAL to the Independent Expert to enable the Independent
                                  Expert’s report to be included in the Scheme Booklet to be prepared and
                                  completed will be provided in good faith and on the understanding that, to the
                                  extent accepted by the Independent Expert, the Independent Expert will rely on
                                  that information for the purpose of preparing the Independent Expert’s report.

                          14      (Compliance) so far as the AMAL Board is aware, AMAL has complied in all
                                  material respects with all Australian and foreign laws and regulations applicable
                                  to them and orders of Australian and foreign governmental agencies having
                                  jurisdiction over them and have all material licenses, authorisations, permits and
                                  franchises necessary for them to conduct their respective businesses as
                                  presently being conducted.

                          15      (No default) AMAL:

                                  (a)      is not in default under any document, agreement or instrument binding
                                           on it or its assets; and

                                  (b)      nothing has occurred which is or would with the giving of notice or lapse
                                           of time constitute an event of default, prepayment event or similar event,
                                           or give another party thereto a termination right or right to accelerate any
                                           right or obligation, under any such document or agreement with such an
                                           effect,

                                  in each case where such default, occurrence or event would result in an AMAL
                                  Material Adverse Change.




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36392379_9
                          16      (Securities) AMAL’s issued securities as at the Execution Date are:

                                   555,573,988       AMAL Shares
                                   3,800,000         Unlisted options exercisable at S$0.24 on or before 24 May 2020
                                   3,800,000         Unlisted options exercisable at S$0.30 on or before 24 May 2020
                                   3,800,000         Unlisted options exercisable at S$0.36 on or before 24 May 2020
                                   15,600,000        AMAL Lender Options


                          17      (Regulatory Approvals) other than the approvals required to be obtained under
                                  items 1(b), 1(c) and 1(d) of Schedule 2, no approvals of any government,
                                  governmental authority, minister, department or organisation of any government,
                                  or any regulatory organisation established under statute in Singapore are
                                  required to be obtained by AMAL in order to execute and perform its obligations
                                  under this agreement (including provision of the Scheme Consideration).

                          18      (No Encumbrances) there is no material Encumbrance over all or any of its
                                  assets or revenues other than as Fairly Disclosed to Tawana prior to the
                                  Execution Date.

                          19      (Insolvency) neither it nor any of its related Bodies Corporate is Insolvent.

                          20      (Scheme Consideration) if the Scheme becomes Effective, it will be able to
                                  provide the Scheme Consideration under the Scheme and the Deed Poll, subject
                                  to the receipt of any applicable SGX and AMAL Shareholder approvals.

                          21      (Material Contracts) on the Execution Date, AMAL is not in material default
                                  under any Material Contract to which AMAL is a party and nothing has occurred
                                  which is or would be with the giving of notice or lapse of time constitute an event
                                  of default, prepayment or similar event, or give another party thereto a
                                  termination right or right to accelerate any material right or obligation, under any
                                  such Material Contract with such an effect. For the purposes of this paragraph,
                                  “Material Contract” does not include the Bald Hill JVA.

                          22      (No Claims) other than as Fairly Disclosed by AMAL to Tawana or disclosed to
                                  ASX prior to the Execution Date, as at the Execution Date there are no existing
                                  or threatened Claims, litigations, disputes of more than $250,000, in each case
                                  where written notice has been given or proceedings against AMAL or its
                                  directors.

                          23      (Exchange Ratio) all information provided by AMAL or its Representatives by
                                  way of inputs to the model prepared to for the purposes of determining the
                                  Exchange Ratio is accurate and not misleading in any material particular.




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36392379_9
                          Scheme Implementation Agreement
                          Signing page



                          DATED:              5 April 2018




                          EXECUTED by ALLIANCE MINERAL                                       )
                          ASSETS LIMITED ACN 147 393 735 in                                  )
                          accordance with section 127(1) of the                              )
                          Corporations Act 2001 (Cth) by                                     )
                          authority of its directors:                                        )
                                                                                             )   [Signed ‘Pauline Gately’]
                          [Signed ‘Shaun Menezes’]                                           )    ...............................................................
                           ...............................................................   )   Signature of director
                          Signature of company secretary                                     )
                                                                                             )   PAULINE GATELY
                          SHAUN MENEZES                                                      )   ...............................................................
                           ...............................................................   )   Name of director
                          Name of company secretary (block
                          letters)




                          EXECUTED by TAWANA                                                 )
                          RESOURCES NL ACN 085 166 721 in                                    )
                          accordance with section 127(1) of the                              )
                          Corporations Act 2001 (Cth) by                                     )
                          authority of its directors:                                        )
                                                                                             )   [Signed ‘Alexei Fedotov’]
                          [Signed ‘Mark Calderwood’]                                         )    ...............................................................
                           ...............................................................   )   Signature of company secretary
                          Signature of director                                              )
                                                                                             )   ALEXEI FEDOTOV
                          MARK CALDERWOOD                                                    )   ...............................................................
                          ...............................................................    )   Name of company secretary
                          Name of director (block letters)




 King & Wood Mallesons     Scheme Implementation Agreement
                          Scheme Implementation Agreement
                          Annexure A - Scheme




 King & Wood Mallesons   Scheme Implementation Agreement
Scheme of Arrangement

Dated                      2018



Tawana Resources NL (Tawana)

Scheme Participants




King & Wood Mallesons
Level 30
QV1 Building
250 St Georges Terrace
Perth WA 6000
Australia
T +61 8 9269 7000
F +61 8 9269 7999
DX 210 Perth
www.kwm.com
                          Scheme of Arrangement
                          Contents



                          Details                                                       1
                          General terms                                                 3

                          1          Definitions and interpretation                     3
                          1.1        Definitions                                        3
                          1.2        Reference to certain general terms                 6
                          1.3        Headings                                           6

                          2          Preliminary                                        7
                          2.1        Tawana                                             7
                          2.2        AMAL                                               7
                          2.3        If Scheme becomes Effective                        7
                          2.4        Scheme Implementation Agreement                    7
                          2.5        Deed Poll                                          7

                          3          Conditions precedent                               8
                          3.1        Conditions precedent to Scheme                     8
                          3.2        Conditions precedent and operation of clause 5     8
                          3.3        Certificate in relation to conditions precedent    8

                          4          Scheme                                             8
                          4.1        Effective Date                                     8
                          4.2        End Date                                           9

                          5          Implementation of Scheme                           9
                          5.1        Lodgement of Court orders with ASIC                9
                          5.2        Transfer and registration of Scheme Shares         9
                          5.3        Timing                                             9
                          5.4        Excluded Shareholders                              9
                          5.5        Entitlement to Scheme Consideration               10
                          5.6        Title and rights in Tawana Shares                 10
                          5.7        Scheme Participants’ agreements                   10
                          5.8        Warranty by Scheme Participants                   10
                          5.9        Transfer free of Encumbrances                     10
                          5.10       Appointment of AMAL as sole proxy                 11

                          6          Scheme Consideration                              11
                          6.1        Election procedure                                11
                          6.2        Consideration under the Scheme                    12
                          6.3        Rounding entitlements                             12
                          6.4        Satisfaction of obligations                       12
                          6.5        Issuance of Scheme Consideration                  13
                          6.6        Joint holders                                     13
                          6.7        Binding instruction or notifications              13
                          6.8        Ineligible Shareholders                           14
                          6.9        Status of AMAL Shares                             15




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                          7          Dealings in Scheme Shares                15
                          7.1        Determination of Scheme Participants     15
                          7.2        Register                                 15
                          7.3        No disposals after Record Date           15
                          7.4        Maintenance of Tawana Register           16
                          7.5        Effect of holding statements             16
                          7.6        Details of Scheme Participants           16
                          7.7        Quotation of Tawana Shares               16

                          8          General Scheme provisions                16
                          8.1        Power of attorney                        16
                          8.2        Variations, alterations and conditions   17
                          8.3        Further action by Tawana                 17
                          8.4        Authority and acknowledgement            17
                          8.5        No liability when acting in good faith   17
                          8.6        Enforcement of Deed Poll                 17
                          8.7        Stamp duty                               17
                          8.8        Notices                                  17

                          9          Governing law                            18
                          9.1        Governing law                            18
                          9.2        Jurisdiction                             18




King & Wood Mallesons       Scheme of Arrangement                            ii
                          Scheme of Arrangement

                          Details



                          Parties              Tawana and Scheme Participants

                          Tawana               Name                  Tawana Resources NL

                                               ABN                   69 085 166 721

                                               Address               Level 3, 20 Parkland Road, Osborne Park WA
                                                                     6017

                                               Email                 mark.calderwood@tawana.com.au

                                               Fax                   +61 8 9489 2600

                                               Attention             Mr Mark Calderwood (Managing Director)

                          Scheme               Name                  Each person registered as a holder of fully paid
                          Participants                               ordinary shares in Tawana as at 5.00pm on the
                                                                     Record Date other than the Excluded
                                                                     Shareholders

                          Recitals             A         Tawana is a public no liability company incorporated in
                                                         Australia and registered in Western Australia, Australia and
                                                         is admitted to the official list of the ASX.

                                               B         AMAL is a public company limited by shares incorporated in
                                                         Australia and registered in Victoria, Australia and is
                                                         admitted to the official list of the SGX.

                                               C         AMAL and Tawana have entered into a scheme
                                                         implementation agreement dated [] 2018 (Scheme
                                                         Implementation Agreement) pursuant to which, amongst
                                                         other things, Tawana has agreed to propose this Scheme to
                                                         Tawana Shareholders, and each of AMAL and Tawana has
                                                         agreed to take certain steps to give effect to this Scheme.

                                               D         If this Scheme becomes Effective, then:

                                                         (a)     all of the Scheme Shares will be transferred to
                                                                 AMAL and the Scheme Consideration will be
                                                                 issued to the Scheme Participants in accordance
                                                                 with the provisions of this Scheme; and

                                                         (b)     Tawana will enter the name and address of AMAL
                                                                 in the Register as the holder of all of the Scheme
                                                                 Shares.




 King & Wood Mallesons    Scheme of Arrangement                                                                      1
                                               E      AMAL has entered into the Deed Poll for the purpose of
                                                      covenanting in favour of Scheme Participants to perform its
                                                      obligations under this Scheme.

                          Governing law        Western Australia

                          Date of              See Signing page
                          agreement




 King & Wood Mallesons    Scheme of Arrangement                                                                2
                          General terms



                          1       Definitions and interpretation
                          1.1     Definitions
                                  In this Scheme:

                                  AMAL means Alliance Mineral Assets Limited ABN 56 147 393 735.

                                  AMAL Register means register of members of AMAL maintained by or on behalf
                                  of AMAL in accordance with section 168(1) of the Corporations Act.

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

                                  ASIC means the Australian Securities and Investments Commission.

                                  ASX means ASX Limited ABN 98 008 624 691 or the Australian Securities
                                  Exchange, as appropriate.

                                  ASX Consideration Shares means all AMAL Shares issued as Scheme
                                  Consideration (other than AMAL Shares the subject of a valid election by a
                                  Scheme Participant under clause 6.1), being AMAL Shares held by a Scheme
                                  Participant on, and recorded in, the AMAL Register (and not in the Depository
                                  Register) upon their issue.

                                  ASX Listing Rules means the listing rules of the ASX.

                                  Business Day means a business day as defined in the ASX Listing Rules.

                                  Catalist means the sponsor-supervised board of the SGX.

                                  Corporations Act means the Corporations Act 2001 (Cth).

                                  Court means [the Federal Court of Australia / the Supreme Court of Western
                                  Australia].

                                  Deed Poll means the deed poll dated [] 2018 executed by AMAL substantially
                                  in the form of Annexure B of the Scheme Implementation Agreement or as
                                  otherwise agreed by AMAL and Tawana under which AMAL covenants in favour
                                  of each Scheme Participant to perform its obligations under this Scheme.

                                  Depository means The Central Depository (Pte) Limited.

                                  Depository Agent has the meaning ascribed to the term in section 81SF of the
                                  Securities and Futures Act, Chapter 289 of Singapore.

                                  Depository Register has the meaning ascribed to the term in section 81SF of
                                  the Securities and Futures Act, Chapter 289 of Singapore.

                                  Effective means the coming into effect, pursuant to section 411(10) of the
                                  Corporations Act, of the order of the Court made under section 411(4)(b) of the
                                  Corporations Act in relation to this Scheme, but in any event at no time before an
                                  office copy of the order of the Court is lodged with ASIC.




 King & Wood Mallesons    Scheme of Arrangement                                                                  3
                                 Effective Date means the date on which the Scheme becomes Effective.

                                 Election Form means the form pursuant to which Scheme Participants (other
                                 than Ineligible Shareholders) may elect to receive their Scheme Consideration in
                                 the form of SGX Consideration Shares.

                                 Electing Scheme Participant means a Scheme Participant who has made a
                                 valid election under clause 6.1 to receive the Scheme Consideration in the form
                                 of SGX Consideration Shares.

                                 Encumbrance means any mortgage, lien, charge, pledge, encumbrance,
                                 assignment by way of security, security interest (including any 'security interest'
                                 within the meaning of section 12 of the Personal Property Securities Act 2009
                                 (Cth)), title retention, preferential right or trust arrangement, contractual right of
                                 set-off, claim, covenant, or any other security arrangement or any other
                                 arrangement having the same effect, whether registered or unregistered.

                                 End Date means 31 October 2018 or such other date as is agreed in writing by
                                 AMAL and Tawana.

                                 Excluded Shareholder means AMAL and its associates.

                                 Excluded Shares means Tawana Shares held by Excluded Shareholders on the
                                 Record Date.

                                 Implementation Date means the fifth Business Day following the Record Date or
                                 such other date as is agreed in writing by Tawana and AMAL.

                                 Ineligible Shareholder means a Scheme Participant whose address shown in
                                 the Register on the Record Date is a place outside Australia and its external
                                 territories, New Zealand, Hong Kong, and Singapore and South Africa, unless
                                 AMAL determines that it is lawful and not unduly onerous or impracticable to
                                 issue or provide a Scheme Participant with an address outside those jurisdictions
                                 with AMAL Shares under the Scheme.

                                 JSE means JSE Limited or the financial market operated by it known as the
                                 Johannesburg Stock Exchange, as appropriate.

                                 Official Quotation means official quotation by ASX in accordance with the ASX
                                 Listing Rules.

                                 Record Date means the fifth Business Day following the Effective Date or such
                                 other date as Tawana and AMAL agree in writing.

                                 Register means the share register of Tawana maintained by or on behalf of
                                 Tawana in accordance with section 168(1) of the Corporations Act.

                                 Registered Address means, in relation to a Tawana Shareholder, the address
                                 shown in the Register.

                                 Regulatory Authority means:

                                 (a)      ASX, ASIC, JSE and SGX;

                                 (b)      the Takeovers Panel;

                                 (c)      a government or governmental, semi-governmental or judicial entity or
                                          authority in Australia;




 King & Wood Mallesons   Scheme of Arrangement                                                                           4
                                 (d)      a minister, department, office, commission, delegate, instrumentality,
                                          agency, board, authority or organisation of any government in Australia;
                                          and

                                 (e)      any regulatory organisation established under statute in Australia.

                                 Sale Agent means an entity appointed by AMAL to sell the AMAL Shares that
                                 are attributable to Ineligible Shareholders.

                                 Scheme means this scheme of arrangement under Part 5.1 of the Corporations
                                 Act between Tawana and Scheme Participants under which all of the Scheme
                                 Shares will be transferred to AMAL as described in clause 6 of this Scheme, in
                                 consideration for the Scheme Consideration, subject to any amendments or
                                 conditions made or required by the Court pursuant to section 411(6) of the
                                 Corporations Act to the extent they are approved in writing by Tawana and AMAL
                                 in accordance with clause 8.2 of this Scheme.

                                 Scheme Consideration means the consideration to be provided to Scheme
                                 Participants under the terms of this Scheme in the form of ASX Consideration
                                 Shares or, if a Scheme Participant has made a valid election under clause 6.1, in
                                 the form of SGX Consideration Shares.

                                 Scheme Implementation Agreement means the scheme implementation
                                 agreement dated [] between Tawana and AMAL under which, amongst other
                                 things, Tawana has agreed to propose this Scheme to Tawana Shareholders,
                                 and each of AMAL and Tawana has agreed to take certain steps to give effect to
                                 this Scheme.

                                 Scheme Meeting means the meeting of Tawana Shareholders ordered by the
                                 Court to be convened pursuant to section 411(1) of the Corporations Act at which
                                 Tawana Shareholders will vote on this Scheme.

                                 Scheme Participant means a person registered as a Tawana Shareholder at
                                 5.00pm on the Record Date, other than an Excluded Shareholder.

                                 Scheme Shares means all Tawana Shares on issue as at 5.00pm on the Record
                                 Date, other than the Excluded Shares.

                                 Scheme Transfer means, for each Scheme Participant, a duly completed and
                                 executed proper instrument of transfer of the Scheme Shares held by that
                                 Scheme Participant for the purposes of section 1071B of the Corporations Act,
                                 which may be a master transfer of all Scheme Shares.

                                 Second Court Date means the day on which the Court makes an order pursuant
                                 to section 411(4)(b) of the Corporations Act approving the Scheme.

                                 SGX means Singapore Exchange Securities Trading Limited.

                                 SGX Consideration Shares means the AMAL Shares issued as Scheme
                                 Consideration in respect of which a Scheme Participant has made a valid election
                                 under clause 6.1, being AMAL Shares which will be held by a Scheme Participant
                                 as recorded in the Depository Register.

                                 SGX Securities Account means, in respect of an Electing Scheme Participant,
                                 the relevant securities account maintained by the Electing Scheme Participant
                                 with the Depository or a Depository Agent.

                                 Tawana Option means an option issued by Tawana in respect of Tawana
                                 Shares, whether vested or unvested.

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

 King & Wood Mallesons   Scheme of Arrangement                                                                  5
                                  Tawana Shareholder means each person registered in the Register as a holder
                                  of Tawana Shares.


                          1.2     Reference to certain general terms
                                  Unless the contrary intention appears, a reference in this Scheme to:

                                  (a)      (variations or replacement) a document, agreement (including this
                                           Scheme) or instrument is a reference to that document, agreement or
                                           instrument as amended, consolidated, supplemented, novated or
                                           replaced;

                                  (b)      (clauses, annexures and schedules) a clause, annexure or schedule is
                                           a reference to a clause in or annexure or schedule of this Scheme;

                                  (c)      (reference to statutes) a statute, ordinance, code or other law includes
                                           regulations and other instruments under it and consolidations,
                                           amendments, re-enactments or replacements of any of them;

                                  (d)      (law) law means common law, principles of equity, and laws made by
                                           parliament (and laws made by parliament include State, Territory and
                                           Commonwealth laws and regulations and other instruments under them,
                                           and consolidations, amendments, re-enactments or replacements of any
                                           of them);

                                  (e)      (singular includes plural) the singular includes the plural and vice
                                           versa;

                                  (f)      (party) a party means a party to this Scheme;

                                  (g)      (person) the word “person” includes an individual, a firm, a body
                                           corporate, a partnership, a joint venture, an unincorporated body or
                                           association, or any Regulatory Authority;

                                  (h)      (executors, administrators, successors) a particular person includes a
                                           reference to the person’s executors, administrators, successors,
                                           substitutes (including persons taking by novation) and assigns;

                                  (i)      (dollars) Australian dollars, dollars, A$ or $ is a reference to the lawful
                                           currency of Australia;

                                  (j)      (calculation of time) a period of time dating from a given day or the day
                                           of an act or event, is to be calculated exclusive of that day;

                                  (k)      (reference to a day) a day is to be interpreted as the period of time
                                           commencing at midnight and ending 24 hours later;

                                  (l)      (meaning not limited) the words “include”, “including”, “for example” or
                                           “such as” when introducing an example, do not limit the meaning of the
                                           words to which the example relates to that example or examples of a
                                           similar kind; and

                                  (m)      (time of day) time is a reference to Perth, Western Australia time.


                          1.3     Headings
                                  Headings (including those in brackets at the beginning of paragraphs) are for
                                  convenience only and do not affect the interpretation of this Scheme.




 King & Wood Mallesons    Scheme of Arrangement                                                                         6
                          2       Preliminary
                          2.1     Tawana
                                  Tawana is:

                                  (a)      a public no liability company;

                                  (b)      incorporated in Australia and registered in Western Australia; and

                                  (c)      admitted to the official list of the ASX and JSE, and Tawana Shares are
                                           officially quoted on the securities market conducted by ASX and JSE.

                                  As at [] 2018, Tawana’s issued securities comprise:

                                  (a)      [] Tawana Shares; and

                                  (b)      [] Tawana Options.


                          2.2     AMAL
                                  AMAL is:

                                  (a)      a public company limited by shares;

                                  (b)      incorporated in Australia and registered in Victoria; and

                                  (c)      admitted to the official list of Catalist and AMAL Shares are officially
                                           quoted on the securities market conducted by the SGX.


                          2.3     If Scheme becomes Effective
                                  If this Scheme becomes Effective:

                                  (a)      in consideration of the transfer to AMAL of each Scheme Share held by
                                           a Scheme Participant, AMAL will, on the Implementation Date, provide to
                                           each Scheme Participant the Scheme Consideration in accordance with
                                           the terms of the Scheme Implementation Agreement, this Scheme and
                                           the Deed Poll;

                                  (b)      all Scheme Shares, and all the rights and entitlements attaching to them,
                                           will be transferred to AMAL on the Implementation Date; and

                                  (c)      Tawana will enter the name of AMAL in the Register in respect of all
                                           Scheme Shares transferred to AMAL in accordance with the terms of this
                                           Scheme.


                          2.4     Scheme Implementation Agreement
                                  By executing the Scheme Implementation Agreement, Tawana and AMAL have
                                  agreed to implement the terms of this Scheme.


                          2.5     Deed Poll
                                  This Scheme attributes actions to AMAL but does not itself impose an obligation
                                  on AMAL to perform those actions. AMAL has undertaken in favour of each
                                  Scheme Participant, by executing the Deed Poll, that it will fulfil its obligations
                                  under the Scheme Implementation Agreement and do all acts and things
                                  necessary or desirable on its part to give full effect to this Scheme, including to




 King & Wood Mallesons    Scheme of Arrangement                                                                      7
                                  issue to each Scheme Participant the Scheme Consideration for each Scheme
                                  Share held by the Scheme Participant.



                          3       Conditions precedent
                          3.1     Conditions precedent to Scheme
                                  This Scheme is conditional on, and will have no force or effect until, the
                                  satisfaction of each of the following conditions precedent:

                                  (a)      as at 8.00am on the Second Court Date, neither the Scheme
                                           Implementation Agreement nor the Deed Poll having been terminated in
                                           accordance with their terms;

                                  (b)      all of the conditions precedent in schedule 2 of the Scheme
                                           Implementation Agreement having been satisfied or waived (other than
                                           the condition precedent relating to approval of the Scheme by the Court
                                           in item 3) in accordance with the terms of the Scheme Implementation
                                           Agreement;

                                  (c)      the Court having approved this Scheme, with or without any modification
                                           or condition, pursuant to section 411(4)(b) of the Corporations Act, and,
                                           if applicable, Tawana and AMAL having accepted in writing any
                                           modification or condition made or required by the Court under section
                                           411(6) of the Corporations Act and any such conditions having been
                                           satisfied or waived; and

                                  (d)      the coming into effect, pursuant to section 411(10) of the Corporations
                                           Act, of the orders of the Court made under section 411(4)(b) of the
                                           Corporations Act (and, if applicable, section 411(6) of the Corporations
                                           Act) in relation to this Scheme.


                          3.2     Conditions precedent and operation of clause 5
                                  The satisfaction of each condition of clause 3.1 of this Scheme is a condition
                                  precedent to the operation of clause 5 of this Scheme.


                          3.3     Certificate in relation to conditions precedent
                                  Tawana and AMAL must each provide to the Court on the Second Court Date a
                                  certificate confirming (in respect of matters within their knowledge) whether or not
                                  all of the conditions precedent set out in clause 3.1(a) and 3.1(b) of this Scheme
                                  have been satisfied or waived as at 8.00am on the Second Court Date.

                                  The certificates referred to in this clause 3.3 will constitute conclusive evidence of
                                  whether the conditions precedent referred to in clause 3.1(a) and 3.1(b) of this
                                  Scheme have been satisfied or waived as at 8.00am on the Second Court Date.



                          4       Scheme
                          4.1     Effective Date
                                  Subject to clause 4.2, this Scheme will come into effect pursuant to section
                                  411(10) of the Corporations Act on and from the Effective Date.




 King & Wood Mallesons    Scheme of Arrangement                                                                      8
                          4.2     End Date
                                  This Scheme will lapse and be of no further force or effect if:

                                  (a)      the Scheme has not become Effective on or before the End Date; or

                                  (b)      the Scheme Implementation Agreement or the Deed Poll is terminated in
                                           accordance with its terms,

                                  unless Tawana and AMAL agree otherwise in writing.



                          5       Implementation of Scheme
                          5.1     Lodgement of Court orders with ASIC
                                  Tawana will lodge with ASIC in accordance with section 411(10) of the
                                  Corporations Act an office copy of any Court order approving this Scheme as
                                  soon as possible, and in any event by no later than 5.00pm on the first Business
                                  Day after the day on which the Court approves this Scheme or such later time as
                                  AMAL and Tawana agree in writing.


                          5.2     Transfer and registration of Scheme Shares
                                  On the Implementation Date, but subject to the issuance of the Scheme
                                  Consideration for the Scheme Shares in accordance with clauses 6.2 to 6.5 of
                                  this Scheme and AMAL having provided Tawana with written confirmation
                                  thereof:

                                  (a)      the Scheme Shares, together with all rights and entitlements attaching to
                                           the Scheme Shares as at the Implementation Date, will be transferred to
                                           AMAL without the need for any further act by any Scheme Participant
                                           (other than acts performed by Tawana as attorney and agent for Scheme
                                           Participants under clause 8.1 of this Scheme) by:

                                           (i)     Tawana delivering to AMAL a duly completed and executed
                                                   Scheme Transfer executed on behalf of the Scheme
                                                   Participants; and

                                           (ii)    AMAL duly executing the Scheme Transfer and delivering it to
                                                   Tawana for registration; and

                                  (b)      immediately after receipt of the duly executed Scheme Transfer, Tawana
                                           must enter the name of AMAL in the Register in respect of all Scheme
                                           Shares transferred to AMAL in accordance with the terms of this
                                           Scheme.


                          5.3     Timing
                                  Notwithstanding any other provision of this Scheme, while AMAL Shares forming
                                  the Scheme Consideration must be issued (and the AMAL Register updated to
                                  record their issuance) on the Implementation Date, any requirements under
                                  clause 6 for the sending of holding statements or allotment advices (or
                                  equivalent) may be satisfied as soon as practicable after the Implementation
                                  Date.


                          5.4     Excluded Shareholders
                                  Nothing in this Scheme requires AMAL to provide Scheme Consideration to any
                                  Excluded Shareholder.



 King & Wood Mallesons    Scheme of Arrangement                                                                  9
                          5.5     Entitlement to Scheme Consideration
                                  On the Implementation Date, in consideration for the transfer to AMAL of the
                                  Scheme Shares:

                                  (a)      each Scheme Participant (who is not an Ineligible Shareholder) will be
                                           issued the Scheme Consideration in respect of each of their Scheme
                                           Shares as at 5.00pm on the Record Date; and

                                  (b)      the Sale Agent will be issued the Scheme Consideration (in the form of
                                           AMAL Shares) in respect of the Scheme Shares held by all Ineligible
                                           Shareholders as at 5.00pm on the Record Date,

                                  in accordance with clause 6 of this Scheme.


                          5.6     Title and rights in Tawana Shares
                                  Subject to the issuance of the Scheme Consideration for the Scheme Shares as
                                  contemplated by clause 6 of this Scheme, on and from the Implementation Date,
                                  AMAL will be beneficially entitled to the Scheme Shares transferred to it under
                                  the Scheme, pending registration by Tawana of AMAL in the Register as the
                                  holder of the Scheme Shares.


                          5.7     Scheme Participants’ agreements
                                  Under this Scheme:

                                  (a)      each Scheme Participant (other than an Ineligible Shareholder) that is
                                           issued AMAL Shares under this Scheme agrees to become a
                                           shareholder of AMAL in respect of those AMAL Shares, to be bound by
                                           the constitution of AMAL and to have their name entered in the AMAL
                                           Register (including via the Depository, as the case may be);

                                  (b)      each Scheme Participant that is an Ineligible Shareholder agrees and
                                           acknowledges that the payment to it of an amount in accordance with
                                           clause 6.8 constitutes the satisfaction in full of its entitlement under this
                                           Scheme; and

                                  (c)      each Scheme Participant agrees to the transfer of their Scheme Shares,
                                           together with all rights and entitlements attaching to those Scheme
                                           Shares, in accordance with the terms of this Scheme.


                          5.8     Warranty by Scheme Participants
                                  Each Scheme Participant warrants to AMAL and is deemed to have authorised
                                  Tawana to warrant to AMAL as agent and attorney for the Scheme Participant by
                                  virtue of this clause 5.6, that:

                                  (a)      all their Scheme Shares (including any rights and entitlements attaching
                                           to those shares) transferred to AMAL under the Scheme will, as at the
                                           date of the transfer, be fully paid and free from all Encumbrances; and

                                  (b)      they have full power and capacity to sell and to transfer all their Scheme
                                           Shares (including any rights and entitlements attaching to those shares)
                                           to AMAL under the Scheme.


                          5.9     Transfer free of Encumbrances
                                  To the extent permitted by law, all Tawana Shares (including any rights and
                                  entitlements attaching to those shares) which are transferred to AMAL under this
                                  Scheme will, at the date of the transfer of them to AMAL, vest in AMAL free from


 King & Wood Mallesons    Scheme of Arrangement                                                                           10
                                  all Encumbrances and interests of third parties of any kind, whether legal or
                                  otherwise, and free from any restrictions on transfer of any kind not referred to in
                                  this Scheme.


                          5.10    Appointment of AMAL as sole proxy
                                  Subject to the issuance of the Scheme Consideration for the Scheme Shares as
                                  contemplated by clauses 5.2 and 6.5 of this Scheme, on and from the
                                  Implementation Date until Tawana registers AMAL as the holder of all of the
                                  Tawana Shares in the Register, each Scheme Participant:

                                  (a)      irrevocably appoints Tawana as attorney and agent (and directs Tawana
                                           in such capacity) to appoint AMAL and each of its directors from time to
                                           time (jointly and each of them individually) as its sole proxy and where
                                           applicable, corporate representative, to attend shareholders’ meetings,
                                           exercise the votes attaching to Tawana Shares registered in its name
                                           and sign any shareholders resolution, and no Scheme Participant may
                                           itself attend or vote at any of those meetings or sign any resolutions,
                                           whether in person, by proxy or by corporate representative (other than
                                           pursuant to this clause 5.10(a));

                                  (b)      must take all other actions in the capacity of the registered holder of
                                           Tawana Shares as AMAL directs; and

                                  (c)      acknowledges and agrees that in exercising the powers referred to in
                                           clause 5.10(a), AMAL and any director, officer, secretary or agent
                                           nominated by AMAL under clause 5.10(a) may act in the best interests of
                                           AMAL as the intended registered holder of the Tawana Shares.

                                  Tawana undertakes in favour of each Scheme Participant that it will appoint
                                  AMAL and each of its directors from time to time (jointly and each of them
                                  individually) as that Scheme Participant’s proxy or, where applicable, corporate
                                  representative in accordance with clause 5.10(a) of this Scheme.



                          6       Scheme Consideration
                          6.1     Election procedure
                                  (a)      Subject to the remaining provisions of this clause 6.1, each Scheme
                                           Participant (other than Ineligible Shareholders) will be entitled to elect to
                                           receive, as consideration for the transfer of its Scheme Shares to AMAL
                                           under this Scheme, SGX Consideration Shares as an alternative to
                                           receiving ASX Consideration Shares by completing the Election Form
                                           and returning it to the address specified in the Election Form so that it is
                                           received by 5.00pm on the Record Date. An election under this clause
                                           6.1 must be made in accordance with the terms and conditions on the
                                           Election Form including provision of the Scheme Participant's SGX
                                           Securities Account.

                                  (b)      An Ineligible Shareholder may not make any election pursuant to this
                                           clause 6.1 and any election purportedly made will be invalid. Ineligible
                                           Shareholders will receive ASX Consideration Shares and the ASX
                                           Consideration Shares will be dealt with in accordance with clause 6.8.

                                  (c)      A Scheme Participant (other than an Ineligible Shareholder) who does
                                           not validly elect to receive SGX Consideration Shares will receive ASX
                                           Consideration Shares. Accordingly, a Scheme Participant who wishes to
                                           receive ASX Consideration Shares does not need to make an election
                                           under this clause 6.1.



 King & Wood Mallesons    Scheme of Arrangement                                                                       11
                                  (d)      Subject to clause 6.1(e), an election made by a Scheme Participant
                                           (other than an Ineligible Shareholder) under this clause 6.1 will be
                                           deemed to apply in respect of the Scheme Participant’s entire registered
                                           holding of Scheme Shares, regardless of whether the Scheme
                                           Participant’s holding of Scheme Shares is greater or less than the
                                           Scheme Participant’s holding at the time of the election.

                                  (e)      A Scheme Participant (other than an Ineligible Shareholder) who is noted
                                           on the Register as holding one or more parcels of Tawana Shares as
                                           trustee or nominee for, or otherwise on account of, another person, may
                                           make separate elections under this clause 6.1 in relation to each of
                                           those parcels of Tawana Shares (subject to it providing to Tawana any
                                           substantiating information that may be reasonably required), and an
                                           election made in respect of any such parcel, or an omission to make an
                                           election in respect of any such parcel, will not be taken to extend to the
                                           other parcels.

                                  (f)      Tawana may, with the agreement of AMAL, settle as it thinks fit any
                                           difficulty, matter of interpretation or dispute which may arise in
                                           connection with determining the validity of any election, and any such
                                           decision will be conclusive and binding on Tawana, AMAL and the
                                           relevant Scheme Participant.


                          6.2     Consideration under the Scheme
                                  On the Implementation Date, Tawana must procure AMAL to issue the Scheme
                                  Consideration to the Scheme Participants in accordance with clauses 6.3, 6.4
                                  and 6.5 of this Scheme.


                          6.3     Rounding entitlements
                                  If the number of Scheme Shares held by a Scheme Participant as at 5.00pm on
                                  the Record Date is such that the aggregate entitlement of the Scheme Participant
                                  to Scheme Consideration is such that a fractional entitlement to an AMAL Share
                                  arises, then the entitlement of that Scheme Participant must be rounded up to the
                                  nearest whole number of AMAL Shares.


                          6.4     Satisfaction of obligations
                                  The obligation of Tawana to procure issuance of the Scheme Consideration in
                                  the form of AMAL Shares pursuant to clause 6.2 of this Scheme will be satisfied
                                  by Tawana using its best endeavours to procure that:

                                  (a)      in the case of AMAL Shares to be issued to Scheme Participants who
                                           are not Electing Scheme Participants:

                                           (i)     the name and address of each Scheme Participant is entered
                                                   into the AMAL Register on the Implementation Date in respect of
                                                   the ASX Consideration Shares to which it is entitled;

                                           (ii)    a holding statement is sent to the registered address of each
                                                   Scheme Participant, representing the number of ASX
                                                   Consideration Shares issued to the Scheme Participant;

                                  (b)      in the case of AMAL Shares to be issued to Electing Scheme
                                           Participants:

                                           (i)     that number of AMAL Shares that will enable the Depository to
                                                   credit to SGX Securities Accounts the SGX Consideration
                                                   Shares envisaged by clause 6.4(b)(iii) are issued to the



 King & Wood Mallesons    Scheme of Arrangement                                                                    12
                                                   Depository to be held on trust for the Electing Scheme
                                                   Participants;

                                           (ii)    the name and address of the Depository is entered into the
                                                   AMAL Register on the Implementation Date in respect of the
                                                   number of AMAL Shares which Electing Scheme Participants
                                                   are entitled;

                                           (iii)   each Electing Scheme Participant's SGX Securities Account is
                                                   credited by the Depository with the number of SGX
                                                   Consideration Shares to which the Electing Scheme Participant
                                                   is entitled; and

                                           (iv)    a holding statement (or equivalent) is sent to each Electing
                                                   Scheme Participant, representing the number of SGX
                                                   Consideration Shares credited to the Scheme Participant; and

                                  (c)      in the case of AMAL Shares to be issued in respect of Scheme
                                           Consideration due to Ineligible Shareholders:

                                           (i)     the name and address of the Sale Agent is entered into the
                                                   AMAL Register on the Implementation Date in respect of the
                                                   AMAL Shares required to be issued to it under this clause 6;

                                           (ii)    a holding statement in the name of the Sale Agent is sent to the
                                                   Sale Agent representing the number of ASX Consideration
                                                   Shares issued to it; and

                                           (iii)   the Sale Agent sells those AMAL Shares on behalf of Ineligible
                                                   Shareholders, and pays the proceeds in accordance with clause
                                                   6.8.


                          6.5     Issuance of Scheme Consideration
                                  On the Implementation Date, subject to receipt of the Scheme Consideration
                                  from AMAL in accordance with clause 6.4 of this Scheme, Tawana must procure
                                  the issuance to each Scheme Participant of the Scheme Consideration for each
                                  Scheme Share transferred to AMAL on the Implementation Date by that Scheme
                                  Participant.


                          6.6     Joint holders
                                  In the case of Scheme Shares held in joint names:

                                  (a)      the AMAL Shares to be issued under this Scheme will be issued to and
                                           registered in the names of the joint holders; and

                                  (b)      any other document required to be sent under this Scheme will be
                                           forwarded to the holder whose name appears first in the Register as at
                                           5.00pm on the Record Date.


                          6.7     Binding instruction or notifications
                                  Except for a Scheme Participant’s tax file number, any binding instruction or
                                  notification between a Scheme Participant and Tawana relating to Scheme
                                  Shares as at 5.00pm on the Record Date (including any instructions relating to
                                  payment of dividends or to communications from Tawana) will, from 5.00pm on
                                  the Record Date, be deemed (except to the extent determined otherwise by
                                  AMAL in its sole discretion) to be a similarly binding instruction or notification to,
                                  and accepted by AMAL, in respect of the AMAL Shares issued to the Scheme
                                  Participant until that instruction or notification is revoked or amended in writing


 King & Wood Mallesons    Scheme of Arrangement                                                                       13
                                  addressed to AMAL, provided that any such instructions or notifications accepted
                                  by AMAL will apply to and in respect of the issue of AMAL Shares as the Scheme
                                  Consideration only to the extent that they are:

                                  (a)      not inconsistent with the other provisions of this Scheme; or

                                  (b)      recognised under Australian law or AMAL’s constituent documents.


                          6.8     Ineligible Shareholders
                                  (a)      Unless AMAL determines that the laws of an Ineligible Shareholder’s
                                           country of residence (as shown in the Register) permit the issue and
                                           allotment of AMAL Shares to the Ineligible Shareholder, either
                                           unconditionally or after compliance with conditions which AMAL in its
                                           sole discretion regards as acceptable, and that it is not unduly onerous
                                           or impracticable for AMAL to issue and allot AMAL Shares to the
                                           Ineligible Shareholder, AMAL will be under no obligation to allot or issue,
                                           and will not issue, any AMAL Shares to any such Ineligible Shareholder
                                           and, instead, will issue the AMAL Shares to which the Ineligible
                                           Shareholder would have otherwise been entitled to the Sale Agent, on
                                           trust for the Ineligible Shareholder who is the beneficial owner thereof.

                                  (b)      AMAL will procure that, as soon as reasonably practicable and in any
                                           event not more than 15 Business Days after the Implementation Date,
                                           the Sale Agent:

                                           (i)     sells all of the AMAL Shares issued to the Sale Agent pursuant
                                                   to clause 6.8(a) in such manner, on such financial market, at
                                                   such price and on such other terms as the Sale Agent
                                                   determines in good faith and at the risk of the Ineligible
                                                   Shareholders; and

                                           (ii)    remits to each Ineligible Shareholder the proportion of the net
                                                   proceeds of sale (after deducting any applicable brokerage,
                                                   stamp duty and other selling costs, taxes and charges) received
                                                   pursuant to clause 6.8(b)(i) to which that Ineligible Shareholder
                                                   is entitled (calculated on an average basis so that all Ineligible
                                                   Shareholders receive the same price per Scheme Share subject
                                                   to rounding).

                                  (c)      AMAL will pay the relevant fraction of the proceeds of sale referred to in
                                           clause 6.8(b)(ii) to each Ineligible Shareholder in accordance with any
                                           current notification made by each such Ineligible Shareholder for the
                                           payment of any Tawana dividends by deposit to a nominated bank
                                           account or, where there is no such current notification, by sending or
                                           procuring the despatch to each such Ineligible Shareholder by prepaid
                                           post to the registered address of the Ineligible Shareholder at 5.00pm on
                                           the Record Date, a cheque in the name of that Ineligible Shareholder for
                                           the relevant amount (denominated in Australian dollars).

                                  (d)      Each Ineligible Shareholder appoints Tawana as its agent to receive on
                                           its behalf any financial services guide or other notices (including any
                                           updates of those documents) that the Sale Agent is required to provide
                                           to Ineligible Shareholders under the Corporations Act.




 King & Wood Mallesons    Scheme of Arrangement                                                                     14
                          6.9     Status of AMAL Shares
                                  Subject to this Scheme becoming Effective, AMAL will:

                                  (a)      issue the AMAL Shares required to be issued by it under this Scheme on
                                           terms such that each such AMAL Share will rank equally in all respects
                                           with all existing AMAL Shares;

                                  (b)      ensure that each AMAL Share issued as Scheme Consideration is
                                           validly issued, fully paid and free form any Encumbrance or other third
                                           party rights; and

                                  (c)      use all reasonable endeavours to ensure that:

                                           (i)     all SGX Consideration Shares issued as Scheme Consideration
                                                   are approved for listing on the official list of the Catalist and
                                                   trading on SGX and that trading in the SGX Consideration
                                                   Shares commences on the SGX on the first trading day on SGX
                                                   following the Implementation Date (or such later date as the
                                                   SGX requires); and

                                           (ii)    ASX gives approval for the Official Quotation of all ASX
                                                   Consideration Shares issued as Scheme Consideration and that
                                                   trading in the ASX Consideration Shares commences on the
                                                   ASX on the first trading day on the ASX following the
                                                   Implementation Date (or such later date as ASX requires).



                          7       Dealings in Scheme Shares
                          7.1     Determination of Scheme Participants
                                  To establish the identity of the Scheme Participants, dealings in Scheme Shares
                                  will only be recognised by Tawana if registrable transmission applications or
                                  transfers in registrable form in respect of those dealings are received on or
                                  before 5.00pm on the Record Date at the place where the Register is kept, and
                                  Tawana will not accept for registration, or recognise for the purpose of
                                  establishing the identity of Scheme Participants, any transmission application or
                                  transfer in respect of Tawana Shares received after 5.00pm on the Record Date.


                          7.2     Register
                                  Tawana must register any registrable transmission applications or transfers of
                                  the Scheme Shares received in accordance with clause 7.1 of this Scheme on or
                                  before 5.00pm on the Record Date.


                          7.3     No disposals after Record Date
                                  (a)      If this Scheme becomes Effective, a holder of Scheme Shares (and any
                                           person claiming through that holder) must not dispose of, or purport or
                                           agree to dispose of, any Scheme Shares or any interest in them after the
                                           Record Date in any way except as set out in this Scheme and any such
                                           disposal will be void and of no legal effect whatsoever.

                                  (b)      Tawana will not accept for registration or recognise for any purpose any
                                           transmission, application or transfer in respect of Scheme Shares
                                           received after 5.00pm on the Record Date (except a transfer to AMAL
                                           pursuant to this Scheme and any subsequent transfer by AMAL or its
                                           successors in title) or received prior to 5.00pm on the Record Date but
                                           not in registrable or actionable form.




 King & Wood Mallesons    Scheme of Arrangement                                                                     15
                          7.4     Maintenance of Tawana Register
                                  For the purpose of determining entitlements to the Scheme Consideration,
                                  Tawana will maintain the Register in accordance with the provisions of this
                                  clause 7 until the Scheme Consideration has been issued to the Scheme
                                  Participants and AMAL has been entered in the Register as the holder of all the
                                  Scheme Shares. The Register in this form will solely determine entitlements to
                                  the Scheme Consideration.


                          7.5     Effect of holding statements
                                  Subject to issuance of the Scheme Consideration and registration of the transfer
                                  to AMAL contemplated in clauses 5.2 of this Scheme, any statements of holding
                                  in respect of Scheme Shares will cease to have effect after 5.00pm on the
                                  Record Date as documents of title in respect of those shares. After 5.00pm on
                                  the Record Date, each entry current on the Register as at 5.00pm on the Record
                                  Date (other than entries in respect of the Excluded Shareholders or their
                                  successors in title) will cease to have effect except as evidence of entitlement to
                                  the Scheme Consideration.


                          7.6     Details of Scheme Participants
                                  As soon as practicable after the Record Date, and in any event within one
                                  Business Day of the Record Date, Tawana will ensure that details of the names,
                                  Registered Addresses and holdings of Scheme Shares for each Scheme
                                  Participant, as shown in the Register at 5.00pm on the Record Date are available
                                  to AMAL in such form as AMAL reasonably requires.


                          7.7     Quotation of Tawana Shares
                                  (a)      Tawana will apply to ASX to suspend trading on ASX in Tawana Shares
                                           with effect from the close of trading on ASX on the Effective Date.

                                  (b)      After the Scheme has been fully implemented, Tawana will apply:

                                           (i)      for termination of the Official Quotation of Tawana Shares on
                                                    ASX and termination of official quotation of Tawana Shares on
                                                    JSE; and

                                           (ii)     to have itself removed from the official list of the ASX and JSE.



                          8       General Scheme provisions
                          8.1     Power of attorney
                                  Each Scheme Participant, without the need for any further act by any Scheme
                                  Participant, irrevocably appoints Tawana and each of its directors and
                                  secretaries (jointly and each of them individually) as its attorney and agent for the
                                  purpose of:

                                  (a)      executing any document necessary or expedient to give effect to this
                                           Scheme including the Scheme Transfer;

                                  (b)      enforcing the Deed Poll against AMAL,

                                  and Tawana accepts such appointment. Tawana, as agent for each Scheme
                                  Participant, may sub-delegate its functions, authorities or powers under this
                                  clause 8.1 to any or all of its directors and officers (jointly, severally, or jointly and
                                  severally).



 King & Wood Mallesons    Scheme of Arrangement                                                                          16
                          8.2     Variations, alterations and conditions
                                  Tawana may, with the consent of AMAL (which cannot be unreasonably
                                  withheld), by its counsel or solicitor consent on behalf of all persons concerned to
                                  any variations, alterations or conditions to this Scheme which the Court thinks fit
                                  to impose. Each Scheme Participant agrees to any such variation, alteration or
                                  condition.


                          8.3     Further action by Tawana
                                  Tawana will execute all documents and do all things (on its own behalf and on
                                  behalf of each Scheme Participant) necessary or expedient to implement, and
                                  perform its obligations under, this Scheme.


                          8.4     Authority and acknowledgement
                                  Each of the Scheme Participants:

                                  (a)      irrevocably consents to Tawana and AMAL doing all things necessary or
                                           expedient for or incidental to the implementation of this Scheme; and

                                  (b)      acknowledges that this Scheme binds Tawana and all Scheme
                                           Participants (including those who do not attend the Scheme Meeting or
                                           do not vote at that meeting or vote against the Scheme at that Meeting)
                                           and, to the extent of any inconsistency and to the extent permitted by
                                           law, overrides the constitution of Tawana.


                          8.5     No liability when acting in good faith
                                  Neither Tawana nor AMAL, nor any of their respective officers, employees and
                                  advisers (as applicable), will be liable for anything done or omitted to be done in
                                  the performance of this Scheme in good faith.


                          8.6     Enforcement of Deed Poll
                                  Tawana undertakes in favour of each Scheme Participant to enforce the Deed
                                  Poll against AMAL on behalf of, and as agent and attorney for, each Scheme
                                  Participant.


                          8.7     Stamp duty
                                  AMAL will pay all stamp duty (including any fines, penalties and interest) payable
                                  in connection with this Scheme.


                          8.8     Notices
                                  (a)      If a notice, transfer, transmission application, direction or other
                                           communication referred to in this Scheme is sent by post to Tawana, it
                                           will not be taken to be received in the ordinary course of post or on a
                                           date and time other than the date and time (if any) on which it is actually
                                           received at Tawana’s registered office or at the office of the registrar of
                                           Tawana Shares.

                                  (b)      The accidental omission to give notice of the Scheme Meeting or the
                                           non-receipt of such a notice by any Shareholder shall not, unless so
                                           ordered by the Court, invalidate the Scheme Meeting or the proceedings
                                           of the Scheme Meeting.




 King & Wood Mallesons    Scheme of Arrangement                                                                     17
                          9       Governing law
                          9.1     Governing law
                                  This Scheme is governed by the law in force in Western Australia.


                          9.2     Jurisdiction
                                  Each party irrevocably and unconditionally:

                                  (a)      submits to the non-exclusive jurisdiction of the courts of Western
                                           Australia; and

                                  (b)      waives, without limitation, any claim or objection based on absence of
                                           jurisdiction or inconvenient forum.




 King & Wood Mallesons    Scheme of Arrangement                                                                    18
                          Scheme Implementation Agreement
                          Annexure B - Deed Poll




 King & Wood Mallesons   Scheme Implementation Agreement
Deed Poll
Dated                           2018



Alliance Mineral Assets Limited (AMAL)

In favour of each registered holder of fully paid ordinary shares in
Tawana Resources NL (Tawana) as at 5.00pm on the Record Date,
other than the Excluded Shareholders (Scheme Participants)




King & Wood Mallesons
Level 30
QV1 Building
250 St Georges Terrace
Perth WA 6000
Australia
T +61 8 9269 7000
F +61 8 9269 7999
DX 210 Perth
www.kwm.com
                          Deed Poll
                          Contents



                          Details                                           1
                          General terms                                     2

                          1          Definitions and interpretation         2
                          1.1        Definitions                            2
                          1.2        Interpretation                         2
                          1.3        Headings                               2
                          1.4        Nature of deed poll                    2

                          2          Conditions precedent and termination   3
                          2.1        Conditions precedent                   3
                          2.2        Termination                            3
                          2.3        Consequences of termination            3

                          3          Performance of obligations generally   3


                          4          Scheme Consideration                   3


                          5          Representations and warranties         3


                          6          Continuing obligations                 4


                          7          Notices                                4
                          7.1        Form - all communications              4
                          7.2        Form - communications sent by email    5
                          7.3        Delivery                               5
                          7.4        When effective                         5
                          7.5        When taken to be received              5
                          7.6        Receipt outside business hours         5

                          8          General                                6
                          8.1        Stamp duty                             6
                          8.2        Waiver                                 6
                          8.3        Variation                              6
                          8.4        Remedies cumulative                    6
                          8.5        Assignment                             6
                          8.6        Governing law and jurisdiction         7
                          8.7        Further action                         7
                          Signing page                                      8
                          Annexure A - Scheme                               9




 King & Wood Mallesons       Deed Poll                                     i
                          Deed Poll
                          Details



                          Party           AMAL

                          AMAL            Name                 Alliance Mineral Assets Limited

                                          ABN                  56 147 393 735

                                          Address              Unit 6, 24 Parkland Rd, Osborne Park WA 6017

                                          Email                pauline.gately@alliancemineralassets.com.au

                                          Fax                  +61 8 9388 8837

                                          Attention            Ms Pauline Gately (Chairperson)

                          In favour of    Each registered holder of fully paid ordinary shares in Tawana as at
                                          5.00pm on the Record Date (other than the Excluded Shareholders).

                          Recitals        A         Tawana and AMAL have entered into the Scheme
                                                    Implementation Agreement.

                                          B         In the Scheme Implementation Agreement, AMAL agreed
                                                    (amongst other things) to provide the Scheme Consideration
                                                    to the Scheme Participants, subject to the satisfaction of
                                                    certain conditions.

                                          C         AMAL is entering into this deed poll for the purpose of
                                                    covenanting in favour of Scheme Participants to perform its
                                                    obligations in relation to the Scheme.

                          Governing law   Western Australia

                          Date of deed    See Signing page
                          poll




 King & Wood Mallesons    Deed Poll                                                                              1
                          Deed Poll
                          General terms



                          1       Definitions and interpretation
                          1.1     Definitions
                                  In this deed poll (unless the context otherwise requires):

                                  Authorised Officer means:

                                  (a)     in respect of AMAL, Pauline Gately, or any other person nominated by
                                          AMAL to act as an Authorised Officer under this agreement and notified
                                          to Tawana in writing; and

                                  (b)     in respect of Tawana, each of Mark Calderwood and Robert Benussi, or
                                          any other person nominated by Tawana to act as an Authorised Officer
                                          under this agreement and notified to AMAL in writing.

                                  Scheme means the proposed scheme of arrangement under Part 5.1 of the
                                  Corporations Act between Tawana and Scheme Participants under which all the
                                  Scheme Shares will be transferred to AMAL, substantially in the form of
                                  Annexure A to this deed poll with any amendment or modification made pursuant
                                  to section 411(6) of the Corporations Act to the extent they are approved in
                                  writing by Tawana and AMAL.

                                  Scheme Implementation Agreement means the scheme implementation
                                  agreement dated [] 2018 between Tawana and AMAL under which, amongst
                                  other things, Tawana has agreed to propose the Scheme to Tawana
                                  Shareholders, and each of AMAL and Tawana has agreed to take certain steps
                                  to give effect to the Scheme.

                                  All other words and phrases used in this deed poll have the same meaning as
                                  given to them in the Scheme.


                          1.2     Interpretation
                                  Clause 1.2 of the Scheme applies to the interpretation of this deed poll except
                                  that references to “this Scheme” in that clause are to be read as references to
                                  “this deed poll”.


                          1.3     Headings
                                  Headings (including those in brackets at the beginning of paragraphs) are for
                                  convenience only and do not affect the interpretation of this deed poll.


                          1.4     Nature of deed poll
                                  AMAL acknowledges that:

                                  (a)     this deed poll may be relied on and enforced by any Scheme Participant
                                          in accordance with its terms even though the Scheme Participants are
                                          not a party to it; and




 King & Wood Mallesons    Deed Poll                                                                                2
                                  (b)     under the Scheme, Tawana undertakes in favour of each Scheme
                                          Participant to enforce this deed poll against AMAL on behalf of, and as
                                          agent and attorney for, each Scheme Participant.



                          2       Conditions precedent and termination
                          2.1     Conditions precedent
                                  AMAL’s obligations under clause 4 are subject to the Scheme becoming
                                  Effective.


                          2.2     Termination
                                  AMAL’s obligations under this deed poll will automatically terminate and the
                                  terms of this deed poll will be of no further force or effect if:

                                  (a)     the Scheme has not become Effective on or before the End Date; or

                                  (b)     the Scheme Implementation Agreement is terminated in accordance with
                                          its terms,

                                  unless AMAL and Tawana otherwise agree in writing.


                          2.3     Consequences of termination
                                  If this deed poll is terminated under clause 2.2, then, in addition and without
                                  prejudice to any other rights, powers or remedies available to Scheme
                                  Participants:

                                  (a)     AMAL is released from further performing its obligations under this deed
                                          poll except those obligations contained in clause 8.1; and

                                  (b)     each Scheme Participant retains the rights, powers or remedies they
                                          have against AMAL in respect of any breach of this deed poll which
                                          occurs before it is terminated.



                          3       Performance of obligations generally
                                  AMAL undertakes in favour of each Scheme Participant that it will fulfil its
                                  obligations under the Scheme Implementation Agreement and do all acts and
                                  things necessary or desirable on its part to give full effect to the Scheme.



                          4       Scheme Consideration
                                  Subject to clause 2, AMAL undertakes in favour of each Scheme Participant to
                                  issue to the Scheme Participant the Scheme Consideration for each Tawana
                                  Share held by each Scheme Participant subject to and in accordance with the
                                  terms of the Scheme.



                          5       Representations and warranties
                                  AMAL represents and warrants that:

                                  (a)     it is a corporation validly existing under the laws of its place of
                                          registration;




 King & Wood Mallesons    Deed Poll                                                                                 3
                                  (b)     it has the power to enter into and perform its obligations under this deed
                                          poll and to carry out the transactions contemplated by this deed poll;

                                  (c)     it has taken all necessary action to authorise its entry into this deed poll
                                          and has taken or will take all necessary action to authorise the
                                          performance of this deed poll and to carry out the transactions
                                          contemplated by this deed poll;

                                  (d)     the AMAL Shares which are issued to Scheme Participants, in
                                          accordance with the Scheme, will:

                                          (i)      rank equally with all existing AMAL Shares; and

                                          (ii)     be issued fully paid and free from any Encumbrances;

                                  (e)     this deed poll is valid and binding upon AMAL and enforceable against
                                          AMAL in accordance with its terms; and

                                  (f)     this deed poll does not conflict with, or result in the breach of or default
                                          under, any provision of the constitution of AMAL or any material term or
                                          provision of any agreement, or any writ, order or injunction, judgment,
                                          law, rule or regulation to which AMAL is a party, is subject to or is bound.



                          6       Continuing obligations
                                  This deed poll is irrevocable and, subject to clause 2, remains in full force and
                                  effect until:

                                  (a)     AMAL has fully performed its obligations under this deed poll; or

                                  (b)     the earlier termination of this deed poll under clause 2.2.



                          7       Notices
                          7.1     Form - all communications
                                  Unless expressly stated otherwise in this deed poll, all notices, certificates,
                                  consents, approvals, waivers and other communications in connection with this
                                  deed poll must be:

                                  (a)     in writing;

                                  (b)     signed by the sender (if an individual) or an Authorised Officer of the
                                          sender; and

                                  (c)     marked for the attention of the person identified in the Details (or, if the
                                          recipient has notified otherwise, then marked for attention in the way last
                                          notified) and:

                                          (i)      in the case of communications to AMAL, a copy must be sent to
                                                   Scott Gibson, Partner, DLA Piper Australia,
                                                   Scott.Gibson@dlapiper.com; and

                                          (ii)     in the case of communications to Tawana, a copy must be sent
                                                   to: Heath Lewis, Partner, King & Wood Mallesons,
                                                   heath.lewis@au.kwm.com.




King & Wood Mallesons    Deed Poll                                                                                     4
                          7.2     Form - communications sent by email
                                  Communications sent by email need not be marked for the attention of the
                                  person identified in the Details (or, if the recipient has notified otherwise, in the
                                  way last notified). The email must state the first and last name of the sender.
                                  Communications sent by email are taken to be signed by the named sender.


                          7.3     Delivery
                                  Communications must be:

                                  (a)      left at the address set out or referred to in the Details;

                                  (b)      sent by regular post (airmail if appropriate) to the address set out or
                                           referred to in the Details with a copy to be sent by email to the address
                                           set out or referred to in the Details;

                                  (c)      sent by email to the email address set out or referred to in the Details;

                                  (d)      sent by fax to the fax number set out or referred to in the Details; or

                                  (e)      given in any other way permitted by law.

                                  However, if the intended recipient has notified a changed address, fax number or
                                  email address, then communications must be to that address, fax number or
                                  email address.


                          7.4     When effective
                                  Communications take effect from the time they are received or taken to be
                                  received under clause 7.5 (whichever happens first) unless a later time is
                                  specified.


                          7.5     When taken to be received
                                  Communications are taken to be received:

                                  (a)      if sent by post, 6 Business Days after posting (or 10 Business Days after
                                           posting if sent from one country to another);

                                  (b)      if sent by fax, at the time shown in the transmission report as the time
                                           that the whole fax was sent; or

                                  (c)      if sent by email;

                                           (i)      when the sender receives an automated message confirming
                                                    delivery; or

                                           (ii)     four hours after the time sent (as recorded on the device from
                                                    which the sender sent the email) unless the sender receives an
                                                    automated message that the email has not been delivered,

                                           whichever happens first.


                          7.6     Receipt outside business hours
                                  Despite clauses 7.4 and 7.5, if communications are received or taken to be
                                  received under clause 7.5 after 5.00pm in the place of receipt or on a non-
                                  Business Day, they are taken to be received at 9.00am on the next Business Day
                                  and take effect from that time unless a later time is specified.



 King & Wood Mallesons    Deed Poll                                                                                      5
                          8       General
                          8.1     Stamp duty
                                  AMAL must:

                                  (a)      pay all stamp duty (including fines, penalties and interest) payable and
                                           assessed on or in connection with this deed poll, the performance of this
                                           deed poll, or any instruments entered into under this deed poll (including,
                                           in connection with the transfer of Tawana Shares to AMAL in accordance
                                           with the terms of the Scheme) and in respect of a transaction effected by
                                           or made under the Scheme and this deed poll;

                                  (b)      pay other costs incurred in connection with the transfer of Tawana
                                           Shares to AMAL in accordance with the terms of the Scheme; and

                                  (c)      indemnify on demand each Scheme Participant against any liability
                                           arising from failure to comply with clause 8.1(a) or 8.1(b).


                          8.2     Waiver
                                  A right may only be waived in writing, signed by the person giving the waiver,
                                  and:

                                  (a)      no other conduct of a party (including a failure to exercise, or delay in
                                           exercising, the right) operates as a waiver of the right or otherwise
                                           prevents the exercise of the right;

                                  (b)      a waiver of a right on one or more occasions does not operate as a
                                           waiver of that right if it arises again; and

                                  (c)      the exercise of a right does not prevent any further exercise of that right
                                           or of any other right.


                          8.3     Variation
                                  A provision of this deed poll or any right created under it may not be varied,
                                  altered or otherwise amended unless:

                                  (a)      the variation is agreed to by Tawana and AMAL in writing; and

                                  (b)      the Court indicates that the variation, alteration or amendment would not
                                           itself preclude approval of the Scheme,

                                  in which event AMAL must enter into a further deed poll in favour of the Scheme
                                  Participants giving effect to the variation, alteration or amendment.


                          8.4     Remedies cumulative
                                  The rights, powers and remedies of AMAL and the Scheme Participants under
                                  this deed poll are cumulative and are in addition to, and do not exclude any,
                                  other rights, powers and remedies given by law independently of this deed poll.


                          8.5     Assignment
                                  The rights and obligations of AMAL and each Scheme Participant under this
                                  deed poll are personal and must not be assigned, encumbered or otherwise dealt
                                  with at law or in equity and no person may attempt or purport to do so without the
                                  prior written consent of AMAL and Tawana.




 King & Wood Mallesons    Deed Poll                                                                                     6
                          8.6     Governing law and jurisdiction
                                  This deed poll is governed by the law in force in the place specified in the Details.
                                  AMAL irrevocably and unconditionally submits to the non-exclusive jurisdiction of
                                  the courts of that place.


                          8.7     Further action
                                  AMAL must, at its own expense, execute all deeds and other documents and do
                                  all things (on its own behalf or on behalf of each Scheme Participant) necessary
                                  or expedient to give full effect to this deed poll and the transactions contemplated
                                  by it.


                          EXECUTED as a deed poll




 King & Wood Mallesons    Deed Poll                                                                                  7
                          Deed Poll
                          Signing page



                          DATED:                                 2018




                          EXECUTED by ALLIANCE MINERAL                                      )
                          ASSETS LIMITED ACN 147 393 735 in                                 )
                          accordance with section 127(1) of the                             )
                          Corporations Act 2001 (Cth) by                                    )
                          authority of its directors:                                       )
                                                                                            )
                                                                                            )   ...............................................................
                          ...............................................................   )   Signature of director
                          Signature of director                                             )
                                                                                            )
                                                                                            )   ...............................................................
                          ...............................................................   )   Name of director
                          Name of director (block letters)




King & Wood Mallesons     Deed Poll                                                                                                                             8
                          Deed Poll
                          Annexure A - Scheme




King & Wood Mallesons   Deed Poll             9

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