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TAWANA RESOURCES NL - 2018 Notice of Annual General Meeting and Director Election

Release Date: 30/04/2018 08:11:00      Code(s): TAW       PDF(s):  
2018 Notice of Annual General Meeting and Director Election

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”)

2018 Notice of Annual General Meeting and Director
Election
PLEASE NOTE: A PROXY FORM HAS NOT BEEN INCLUDED FOR SENS PURPOSES. PLEASE REFER
TO TAWANA WEBSITE FOR THE PROXY FORM.

Tawana Resources NL (ASX: TAW) (Tawana or the Company) today releases its Notice of Meeting for the
2018 Annual General Meeting. The purpose of the meeting is to transact the business set out in the Notice
of Meeting, including election of directors.
The meeting will be held on Thursday, 31 May 2018 at 2:30pm Australian Western Standard Time (AWST) at
the offices of BDO Australia, 38 Station Street, Subiaco, Western Australia.
Under the Company’s Constitution, the closing date for receipt of notices nominating candidates for
election as directors at the Annual General Meeting is 7 May 2018.
The Notice of Annual General Meeting will be sent by email today to those members who have elected to
receive electronic communications and will be dispatched by mail to all other members.
The Notice of Annual General Meeting is available on our website www.tawana.com.au


Alexei Fedotov

Company Secretary

Tawana Resources NL

30 April 2018

Sponsor

PricewaterhouseCoopers Corporate Finance (Pty) Limited




Tawana Resources NL

ACN 085 166 721

NOTICE OF ANNUAL GENERAL MEETING



Notice is given that the 2018 Annual General Meeting will be held at:

TIME:               2.30pm WST

DATE:               31 May 2018
PLACE:          BDO Australia, 38 Station Street, Subiaco Western Australia




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

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations
Regulations 2001 (Cth) that the persons eligible to attend and vote at the Meeting are
those who are registered Shareholders at 5.00pm (WST) on 29 May 2017.




                                                                                        2
BUSINESS OF THE MEETING

AGENDA

1.   FINANCIAL STATEMENTS AND REPORTS

     To receive and consider the annual financial report of the Company for the
     financial year ended 31 December 2017 together with the declaration of the
     directors, the director’s report, the Remuneration Report and the auditor’s
     report.

2.   RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

     To consider and, if thought fit, to pass the following resolution as a non-binding
     resolution:

           “That, for the purposes of section 250R(2) of the Corporations Act and for
           all other purposes, approval is given for the adoption of the Remuneration
           Report as contained in the Company’s annual financial report for the
           financial year ended 31 December 2017.”

     Note: the vote on this Resolution 1 is advisory only and does not bind the Directors or the
     Company.

     Voting Exclusion Statement for Resolution 1:
     The Company will disregard any votes cast on this Resolution 1:
     (a)      by, or on behalf of, a member of the Key Management Personnel, details of
              whose remuneration are included in the Remuneration Report or a Closely
              Related Party of such a member (regardless of the capacity in which the vote is
              cast); or
     (b)      as a proxy by a person who is a member of the Key Management Personnel at
              the date of the Meeting or their Closely Related Parties.

     However, a person (the voter) described above may cast a vote on this Resolution 1 as a
     proxy on behalf of a person who is entitled to vote on this Resolution 1 and either:
     (a)      the voter is appointed as a proxy by writing that specifies the way the proxy is to
              vote on this Resolution 1; or
     (b)      the voter is the Chair and the appointment of the Chair as proxy expressly
              authorises the Chair to exercise the proxy even though this Resolution 1 is
              connected directly or indirectly with the remuneration of a member of the Key
              Management Personnel.

3.   RESOLUTION 2 – RE-ELECTION OF DIRECTOR – ROBERT BENUSSI

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

           “That Mr Robert Benussi is re-elected as a Director of the Company.”

4.   RESOLUTION 3 – ELECTION OF DIRECTOR – BOB VASSIE

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

           “That Mr Robert (Bob) Vassie is elected as a Director.”

                                                                                               3
5.      RESOLUTION 4 – ELECTION OF DIRECTOR – MARK TURNER

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

              “That Mr Mark Turner is elected as a Director.”

6.      RESOLUTION 5 – ELECTION OF DIRECTOR – WEI (VICKI) XIE

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

              “That Ms Wei (Vicki) Xie is elected as a Director.”

7.      RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES – SHARE PLACEMENT

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

              “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes,
              Shareholders approve and ratify the issue of 48,780,488 shares pursuant to
              a placement as set out in the ASX announcement on 9th April 2018, on the
              terms and conditions set out in the Explanatory Statement.”
        Voting Exclusion Statement for Resolution 6:
        The Company will disregard any votes cast in favour of this Resolution 6 by or on behalf of
        a person who participated in the issue and any associates of those persons. However,
        the Company need not disregard a vote if it is cast by a person as a proxy for a person
        who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast
        by the Chair as proxy for a person who is entitled to vote, in accordance with a direction
        on the Proxy Form to vote as the proxy decides.

8.      RESOLUTION 7 – APPROVAL OF ISSUE OF SHARES – CONDITIONAL PLACEMENT

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

              “That, for the purposes of ASX Listing Rule 7.1 and for all other purposes,
              approval is given for the Company to issue up to 12,195,122 new shares to
              selected professional and sophisticated investors, on the terms and
              conditions set out in the Explanatory Statement”
        Voting Exclusion Statement for Resolution 7:
        The Company will disregard any votes cast in favour of this Resolution 7 by or on behalf of
        a person who is expected to participate in, or who will obtain a material benefit as a
        result of, the proposed issue (except a benefit solely by reason of being a holder of
        ordinary securities in the Company), and any associates of those persons. However, the
        Company need not disregard a vote if it is cast by a person as a proxy for a person who
        is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by
        the Chair as proxy for a person who is entitled to vote, in accordance with a direction on
        the Proxy Form to vote as the proxy decides.




Dated: 30 April 2018
By order of the Board




Alexei Fedotov
Company Secretary
                                                                                                  4
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and
in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
?        each Shareholder has a right to appoint a proxy;
?        the proxy need not be a Shareholder of the Company; and
?        a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may
         specify the proportion or number of votes each proxy is appointed to exercise. If the
         member appoints 2 proxies and the appointment does not specify the proportion or
         number of the member’s votes, then in accordance with section 249X (3) of the
         Corporations Act, each proxy may exercise one-half of the votes.
Please follow the instructions on the Proxy Form if you wish to appoint a proxy.
Where the name of the proxy is not specified, the Chair will be appointed as the Shareholder’s proxy.
A Shareholder may direct their proxy how to vote by marking the relevant box next to each
Resolution in the Proxy Form (that is, ‘for’, ‘against’ or ‘abstain’). Shareholders are encouraged to
direct their proxy how to vote. If a Shareholder does not mark a voting box in respect of a
Resolution, their proxy can vote or abstain as they choose, subject to any voting exclusions that
apply to the proxy.
Proxy Forms must be received by no later than 2:30pm (WST) on Tuesday 29 May 2018. Proxy Forms
received after this time will not be effective.
Please follow the instructions on the Proxy Form for lodgement.
Holders of shares dematerialised into Strate should return their Proxy Forms directly to their Central
Securities Depository Participant or stockbroker.

Jointly held shares
Where shares are held jointly and more than one joint holder votes (either personally or by proxy,
attorney or representative) in respect of a Resolution, the vote of the holder named first in the
Register of Members will be accepted to the exclusion of the votes of other joint holders.

Appointing an attorney
A Shareholder may appoint an attorney to act on their behalf at the Meeting. If you wish to
appoint an attorney, such appointment must be made by a duly executed power of attorney. If
the power of attorney has not previously been provided to the Company or its share registry,
Computershare, a copy must be provided before the Meeting.

Body corporates
Where a Shareholder is a body corporate or a body corporate is appointed as proxy, the body
corporate will need to ensure that:
-        it appoints an individual as its corporate representative in accordance with section 250D
         of the Corporations Act 2001 (Cth) to exercise its powers at the Meeting. A “Certificate of
         Appointment of Corporate Representative” signed in accordance with section 127 of the
         Corporations Act 2001 (Cth) or by a duly appointed attorney can be used for this
         purpose. A copy of the certificate is available from the Share Registry
-        the instrument appointing the corporate representative must be provided to the
         Company or its share registry, Computershare, before the Meeting

Proxy voting by members of the Key Management Personnel
If you appoint a member of the Key Management Personnel or one of their closely related parties
as your proxy, they will not be able to cast your votes on Resolution 1, unless you direct them how
to vote, or the Chair is your proxy.

If you appoint the Chair as your proxy, or the Chair becomes your proxy by default, and you do
not mark a voting box for Resolution 1, then by completing and returning the Proxy Form you will
be expressly authorising the Chair to vote in respect of Resolution 1 even though it is connected
with the remuneration of the Company’s Key Management Personnel. The Chair intends to vote all
available proxies in favour of Resolution 1.

                                                                                                         5
EXPLANATORY STATEMENT

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

1.      FINANCIAL STATEMENTS AND REPORTS

        In accordance with the Constitution, the business of the Meeting will include
        receipt and consideration of the annual financial report of the Company for the
        financial year ended 31 December 2017 together with the declaration of the
        directors, the directors’ report, the Remuneration Report and the auditor’s
        report.

        The Company will not provide a hard copy of the Company’s annual financial
        report to Shareholders unless specifically requested to do so. The Company’s
        annual financial report is available on its website at www.tawana.com.au.

        During this item of business, Shareholders will have a reasonable opportunity to
        ask questions and make comments about the reports, as well as the business
        and management of the Company.

        Shareholders will also have a reasonable opportunity to ask a representative of
        the Company’s auditor, Ernst & Young, questions in relation to the:

        ?         conduct of the audit
        ?         preparation and content of the Auditor’s Report
        ?         accounting policies adopted by the Company in relation to the
                  preparation of its financial statements
        ?         independence of the auditor in relation to the conduct of the audit

2.      RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1     General

        The Corporations Act requires that at a listed company’s annual general
        meeting, a resolution that the remuneration report be adopted must be put to
        the shareholders. In line with these requirements, such a resolution is advisory
        only and does not bind the Company or the Directors. However, the Board will
        take the outcome of this vote and the discussion at the Meeting into
        consideration when determining the Company’s approach to remuneration
        going forward.

        The remuneration report sets out the company’s remuneration arrangements for
        the directors and senior management of the company. The remuneration report
        is part of the directors’ report contained in the annual financial report of the
        company for a financial year.

        A reasonable opportunity will be provided at the Meeting to ask questions
        about, or make comments.




                                                                                        6
2.2   Voting consequences

      A company is required to put to its shareholders a resolution proposing the
      calling of another meeting of shareholders to consider the appointment of
      directors of the company (Spill Resolution) if, at consecutive annual general
      meetings, at least 25% of the votes cast on a remuneration report resolution are
      voted against adoption of the remuneration report and at the first of those
      annual general meetings a Spill Resolution was not put to vote. If required, the
      Spill Resolution must be put to vote at the second of those annual general
      meetings.

      If more than 50% of votes cast are in favour of the Spill Resolution, the company
      must convene a shareholder meeting (Spill Meeting) within 90 days of the
      second annual general meeting.

      All of the directors of the company who were in office when the directors' report
      (as included in the company’s annual financial report for the most recent
      financial year) was approved, other than the managing director of the
      company, will cease to hold office immediately before the end of the Spill
      Meeting but may stand for re-election at the Spill Meeting.

      Following the Spill Meeting those persons whose election or re-election as
      directors of the company is approved will be the directors of the company.

2.3   Previous voting results

      At the Company’s previous annual general meeting the votes cast against the
      remuneration report considered at that annual general meeting were less than
      25%. Accordingly, the Spill Resolution is not relevant for this Annual General
      Meeting.

2.4   Board recommendation

      The Board recommends that Shareholders vote in favour of adopting the
      Remuneration Report for the financial year ended 31 December 2017.

2.5   Voting Exclusions

      A voting exclusion applies to this Resolution 1, which is set out in the Notice of
      Meeting under Resolution 1.

3.    RESOLUTION 2 – RE-ELECTION OF DIRECTOR – ROBERT BENUSSI

3.1   General

      The Constitution sets out the requirements for determining which Directors are to
      retire by rotation at an annual general meeting.

      Mr Benussi, who has served as a director since 4 December 2015 and was last re-
      elected on 23 May 2017, retires by rotation and seeks re-election.

3.2   Qualifications and other material directorships

      Mr Benussi has been a Non-Executive Chairman of the Board since December
      2015.

      Mr Benussi is a Member of Tawana’s Audit and Risk Management Committee
      and Tawana’s Nomination and Remuneration Committee.

                                                                                      7
      Mr Benussi was the founding shareholder and director of Bligh Resources Limited
      (ASX: BGH) holding the positions of Managing Director / Chief Financial Officer
      from 1 July 2011 to 8 October 2015. Prior to this role he held various positions at
      Jupiter Mines Limited as Chief Financial Officer, Company Secretary and
      General Manager, Corporate from July 2006 to June 2011 and was a Non-
      Executive Director of Resource Star Limited (ASX: RSL) from July 2009 to March
      2013.

      Mr Benussi is a Non-Executive Director for ASX Listed Silver Heritage Group Limited
      (since August 2017).

3.3   Independence

      The Board considers Mr Benussi an independent Director.

3.4   Board recommendation

      The Board (with Mr Benussi abstaining) supports the re-election of Mr Benussi and
      recommends that Shareholders vote in favour of Resolution 2.

4.    RESOLUTIONS 3, 4 AND 5 – ELECTION OF DIRECTORS

4.1   General

      The Constitution allows the Directors to appoint at any time a person to be a
      Director either to fill a casual vacancy or as an addition to the existing Directors,
      but only where the total number of Directors does not at any time exceed the
      maximum number specified by the Constitution.

      Pursuant to the Constitution and ASX Listing Rule 14.4, any Director so appointed
      holds office only until the next following annual general meeting and is then
      eligible for election by Shareholders but shall not be taken into account in
      determining the Directors who are to retire by rotation (if any) at that meeting.

      Mr Vassie, Mr Turner and Ms Xie having been appointed by other Directors
      (Messrs Vassie and Turner on 1 August 2017 and Ms Xie on 22 November 2017),
      will retire in accordance with the Constitution and ASX Listing Rule 14.4 and
      being eligible, offer themselves for election at the Meeting.

4.2   Resolution 3 – election of Robert (Bob) Vassie

      (a)       Qualifications and other material directorships

      Mr Vassie is a Mining Engineer with 30 years’ international mining industry
      experience and 18 years’ experience in a range of senior management roles
      with Rio Tinto. He has particular experience in operations management, resource
      development strategy, mine planning, feasibility studies, business improvement,
      corporate restructuring and strategic procurement.

      Mr Vassie is currently Managing Director of listed St Barbara Limited (since July
      2014) and Board Member of the Minerals Council of Australia.

      Mr Vassie is Chairman of Tawana’s Audit and Risk Management Committee and
      member of Tawana’s Nomination and Remuneration Committee.

      (b)       Independence

      The Board considers Mr Vassie an independent Director.

                                                                                         8
      (c)       Board recommendation

      The Board (with Mr Vassie abstaining) supports the election of Mr Vassie and
      recommends that Shareholders vote in favour of Resolution 3.

4.3   Resolution 4 – election of Mark Turner

      (a)       Qualifications and other material directorships

      Mr Turner is a Mining Engineer with more than 30 years of experience in the
      resources sector. He has been responsible for the start-up and operation of
      mines in Australia, Africa and Asia. He was previously General Manager
      Operations of Resolute Mining Ltd, one of Australia’s largest gold producers and
      Chief Operating Officer of CGA Mining, before its takeover by B2 Gold for C$1.1
      billion in 2013.

      Mr Turner is Chairman of Tawana’s Nomination and Remuneration Committee
      and member of Tawana’s Audit and Risk Management Committee.

      (b)       Independence

      The Board considers Mr Turner an independent Director.

      (c)       Board recommendation

      The Board (with Mr Turner abstaining) supports the election of Mr Turner and
      recommends that Shareholders vote in favour of Resolution 4.

4.4   Resolution 5 – election of Wei (Vicki) Xie

      (a)       Qualifications and other material directorships

      Ms Xie is a representative of Weier Antriebe und Energietechnik GmBH (Weier) -
      a substantial shareholder of the Company - and was appointed to the Board in
      November 2017 as part of an equity funding agreement between Tawana and
      Weier, completed in October 2017. Ms Xie is an accountant with over 16 years’
      experience in Accounting and Finance, as well as in fund raising, acquisition and
      private equity investment. Ms Xie has held Chief Financial Officer, accounting
      and Company Secretary roles in both China and Australia.

      Ms Xie does not hold other directorships in listed companies.

      (b)       Independence

      Ms Xie is not an independent Director due to her relationship with Weier.

      (c)       Board recommendation

      The Board (with Ms Xie abstaining) supports the election of Ms Xie and
      recommends that Shareholders vote in favour of Resolution 5.

5.    RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES – SHARE PLACEMENT

5.1   General

      On 17 April 2018 the Company completed a fully underwritten placement of
      Shares to sophisticated and institutional investors to raise gross proceeds of A$20
      million (Placement). The Placement was underwritten by Canaccord.

                                                                                       9
      Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the
      issue of the Shares pursuant to the Placement.

      The Placement was completed within the placement capacity under ASX Listing
      Rule 7.1. Pursuant to ASX Listing Rule 7.1 a company may during any 12-month
      period issue or agree to issue equity securities which represent up to 15% of the
      number of fully paid ordinary securities on issue at the commencement of that
      12-month period.

      ASX Listing Rule 7.4 provides that where a company in general meeting ratifies
      the previous issue of securities (provided that it did not breach ASX Listing Rule
      7.1 on issue) those securities will be deemed to have been issued with
      shareholder approval for the purpose of ASX Listing Rule 7.1.

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

5.2   Additional information required by ASX Listing Rule 7.5

      ASX Listing Rule 7.5 requires that the following information be provided to
      Shareholders for the purpose of obtaining Shareholder approval pursuant to ASX
      Listing Rule 7.4:

      (a)       the total number of Shared issued was 48,780,488 (Placement Shares);

      (b)       the Placement Shares were issued at a price of A$0.41 each;

      (c)       the Placement Shares issued rank equally with the existing Shares;

      (d)       the Placement Shares were issued to professional and sophisticated
                investors, none of whom are related parties of the Company; and

      (e)       the funds raised from the issue of the Placement Shares are to be
                primarily used for additional working capital, to enable continued
                commissioning of the Bald Hill Mine, resource drilling, capital expenditure
                including feasibility studies on expansion projects, and other initiatives at
                the Bald Hill Mine.

      A voting exclusion applies to this Resolution 6, which is set out in the Notice of
      Meeting under Resolution 6.

6.    RESOLUTION 7 – APPROVAL OF ISSUE OF SHARES - CONDITIONAL PLACEMENT

6.1   General

      On 5 April 2018 the Company announced an intention to place up to A$5 million
      worth of Shares (gross proceeds) to sophisticated and institutional investors
      (Conditional Placement) in addition to the Placement described in Section 5
      above. Consistent with the Placement, the issue price will be $0.41 per Share
      and the funds raised from the Conditional Placement are to be primarily used for
      additional working capital, to enable continued commissioning of the Bald Hill
      Mine, resource drilling, capital expenditure including feasibility studies on
      expansion projects, and other initiatives at the Bald Hill Mine.

      The Conditional Placement is non-underwritten.


                                                                                          10
      As part of the proposed merger between the Company and Alliance Mineral
      Assets Limited (Alliance) announced on 5 April 2018, the Conditional Placement
      is conditional on completion of a non-underwritten placement by Alliance
      Mineral Assets Limited (Alliance) to Burwill Holdings Ltd, Alliance’s substantial
      shareholder, to raise gross proceeds of up to A$7.8 million (Alliance Conditional
      Placement) which is itself subject to Alliance shareholders approval. The
      outcome of the Alliance Conditional Placement is expected to be known within
      2 month of the date of the Notice. The Alliance Conditional Placement is further
      described in the announcement by Alliance on 5 April 2018 and referred to in
      the Company’s announcement on 5 April 2018.

      Further, as announced on 5 April 2018, the Company Board reserves the right to
      waive this condition to the Conditional Placement, so the Company may issue
      the Conditional Placement Shares before the Alliance Conditional Placement
      completes or even if does not complete.

      The Company has sufficient annual placement capacity under ASX Listing
      Rule 7.1 to issue the Conditional Placement Shares without Shareholder approval
      (including together with the Placement Shares). Resolution 7 seeks Shareholder
      approval pursuant to ASX Listing Rule 7.1 for the issue of the Conditional
      Placement Shares so that they can be issued without using up the Company’s
      15% annual placement capacity. . If Resolution 7 is not approved, the
      Conditional Placement Shares may still be issued, but will reduce the existing ASX
      Listing Rule 7.1 placement capacity.

6.2   Additional information required by ASX Listing Rule 7.3

      ASX Listing Rule 7.3 requires that the following information be provided to
      Shareholders for the purpose of obtaining Shareholder approval pursuant to ASX
      Listing Rule 7.1:

      (a)     the maximum number of Shares proposed to be issued under the
              Conditional Placement is 12,195,122 (Conditional Placement Shares);

      (b)     the Conditional Placement Shares will be issued no later than 3 months
              after the date of the Meeting (or such later date to the extent permitted
              by any ASX waiver or modification of the ASX Listing Rules);

      (c)     the issue price will be $0.41 per Share;

      (d)     the Conditional Placement Shares will be issued to professional and
              sophisticated investors to be determined by the Company and the
              manager appointed by the Company to manage the Conditional
              Placement. The persons will not be related parties of the Company;

      (e)     the Conditional Placement Shares when issued will rank equally with
              existing Shares;

      (f)     the funds raised from the Conditional Placement are to be primarily
              used for additional working capital, to enable continued commissioning
              of the Bald Hill Mine, resource drilling, capital expenditure including
              feasibility studies on expansion projects, and other initiatives at the Bald
              Hill Mine; and

      (g)     the Conditional Placement Shares are not being issued under, or to
              fund, a reverse takeover.

      A voting exclusion applies to this Resolution 7, which is set out in the Notice of
      Meeting under Resolution 7.



                                                                                       11
GLOSSARY

$ means Australian dollars.

Alliance Conditional Placement has the meaning given in Section 6.

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

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

ASX Listing Rules means the Listing Rules of ASX.

Bald Hill Mine means the Bald Hill Lithium and Tantalum Mine in Western Australia
(Tawana’s interest : 50%).

Board means the current board of directors of the Company.

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

Canaccord means Canaccord Genuity (Australia) Pty Ltd (ACN 075 071 466).

Chair means the chair of the Meeting.

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

(a)     a spouse or child of the member;

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

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

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

(e)     a company the member controls; or

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

Conditional Placement means the proposed placement of Conditional Placement
Shares to professional and sophisticated investors to raise gross proceeds of up to A$5
million, conditional on completion of the Alliance Conditional Placement. Refer
Explanatory Statement Section 6.

Conditional Placement Shares has the meaning given to it in Section 6.2(a).

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

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.


                                                                                    12
Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards
issued by the Australian Accounting Standards Board and means those persons having
authority and responsibility for planning, directing and controlling the activities of the
Company, or if the Company is part of a consolidated entity, of the consolidated entity,
directly or indirectly, including any director (whether executive or otherwise) of the
Company, or if the Company is part of a consolidated entity, of an entity within the
consolidated group.

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

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report
section of the Company’s annual financial report for the year ended 31 December 2017.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.




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Market Statistics are calculated by Sharenet and are therefore not the official JSE Market Statistics. The calculation/derivation may include underlying JSE data.