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TAWANA RESOURCES NL - Addendum to notice of meeting and supplementary prospectus

Release Date: 28/06/2018 12:15:00      Code(s): TAW       PDF(s):  
Addendum to notice of meeting and supplementary prospectus

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”)

Addendum to notice of meeting and supplementary prospectus

Attached is a supplementary prospectus to the section 712 prospectus dated 1 June 2018 issued
by Tawana Resources NL (Tawana or the Company), together with an addendum to the Notice
of Meeting dated 1 June 2018, in respect of a general meeting of Shareholders to be held at
10.30am WST on Friday, 6 July 2018 at BDO Australia, 38 Station Street, Subiaco, Western
Australia, both in connection with the proposed demerger (by way of capital reduction and
distribution) of Cowan Lithium Limited.

The addendum provides an updated summary of the provisions of Cowan Lithium Limited’s
Constitution relating to holdings of unmarketable parcels of Cowan Shares.

Alexei Fedotov
Company Secretary

28 June 2018

Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
TAWANA RESOURCES NL

ACN 085 166 721

SUPPLEMENTARY PROSPECTUS


IMPORTANT NOTICE

This is a supplementary prospectus (Supplementary Prospectus) and is intended to be read
with the prospectus issued by Tawana Resources NL ACN 085 166 721 and dated 1 June 2018
(Prospectus).

This Supplementary Prospectus is dated 28 June 2018 and a copy of this Supplementary
Prospectus was lodged with ASIC on that date. ASIC, ASX and JSE take no responsibility for the
content of this Supplementary Prospectus.

Other than as set out below, all details of the Prospectus remain unchanged.

Other than as outlined in Section 1, capitalised terms used in this Supplementary Prospectus
have the meanings given to them in the Prospectus.


1      Addendum
       All references to the “Notice of Meeting” in the Prospectus are replaced with
       “Notice of Meeting as amended by the Addendum to the Notice of Meeting”, and
       the definition of “Notice of Meeting” in Section 6 (Definitions) of the Prospectus is
       deleted and replaced with:

       “Notice of Meeting means the Notice of General Meeting of the Company dated
       1 June 2018 (as amended by the Addendum to the Notice of Meeting dated 28
       June 2018) in which the Capital Reduction Resolution is to be considered.”

       The Addendum to the Notice of Meeting is included as Attachment 1 to this
       Supplementary Prospectus.

2      Directors’ authorisation
       This Supplementary Prospectus is issued by the Company and its issue has been
       authorised by a resolution of the Directors.

       In accordance with section 720 of the Corporations Act, each Director has
       consented to the lodgement of this Supplementary Prospectus with ASIC and has
       not withdrawn that consent.


Mark Calderwood
Managing Director

For and on behalf of Tawana Resources NL
28 June 2018


Attachment 1
Addendum to the Notice of Meeting

TAWANA RESOURCES NL

ACN 085 166 721

ADDENDUM TO NOTICE OF GENERAL MEETING

Tawana Resources NL (ACN 085 166 721) (Tawana), hereby gives notice to shareholders of
Tawana that, in relation to the Notice of General Meeting dated 1 June 2018 (Notice of
Meeting) in respect of a general meeting of Shareholders to be held at 10.30am WST on
Friday, 6 July 2018 at BDO Australia, 38 Station Street, Subiaco, Western Australia, the
Directors have determined to issue this addendum to the Notice of Meeting (Addendum)
for the purposes set out below.

Definitions in the Notice of Meeting have the same meaning in this Addendum unless
otherwise updated in this Addendum.

The Notice of Meeting is amended as follows:

1. AMENDMENT TO THE NOTICE OF MEETING

   By this Addendum, item 8 of Schedule 6 of the Notice of Meeting is replaced with
   the following:

   8   Small holdings
       If Cowan Lithium becomes listed on ASX, the Cowan Directors may give a divestment
       notice to a Cowan Shareholder whose holding of Cowan Shares is valued at less than a
       marketable parcel of shares under the ASX Listing Rules (Small Holder).

       The divestment notice notifies a Small Holder that Cowan Lithium intends to
       sell the Cowan Shares the subject of the divestment notice.

       Subject to the right of Cowan directors outlined in the paragraph immediately below, a
       Small Holder may at any time during the 6 week period following the date of the
       divestment notice notify Cowan Lithium in writing that the Cowan Shareholder wishes
       to retain its Cowan Shares (i.e. to “optout”) and, if the Small Holder does so, Cowan
       Lithium will not be entitled to sell the Cowan Shares the subject of that divestment
       notice.

       If the Small Holder’s holding of Cowan Shares was valued at less than a marketable
       parcel of shares under the ASX Listing Rules at the time the Small Holder acquired the
       Cowan Shares, the Cowan Directors may elect to sell the Cowan Shares held by a Small
       Holder without affording the shareholder the “opt-out” right described above.

       If the Cowan Directors decide to give a divestment notice to a Small Holder, it may be in
       reliance on the relief granted by ASIC Corporations (Share and Interest Sale Facilities)
       Instrument 2018/99. If so relied upon, Cowan Lithium would comply with all of the
       conditions to the relief set out in ASIC Corporations (Share and Interest Sale Facilities)
       Instrument 2018/99, including providing disclosure to Cowan Shareholders of:

      (a)      the market value of the Cowan Shares to be sold;

      (b)      how the small holdings sale facility works;

      (c)      how the proceeds of sale of the Cowan Shares will be allocated
               between Small Holders; and

      (d)      what a Small Holder can do instead of participating in the small
               holdings sale facility.


2. IMPORTANT INFORMATION

   This Addendum is supplemental to the original Notice of Meeting and should be read in
   conjunction with the original Notice of Meeting. Save for the amendments set out above, all
   resolutions and the Explanatory Statement in the original Notice of Meeting remain unchanged.

3. ENQUIRIES

   Shareholders are requested to contact the Company Secretary on +61 8 9489 2600
   if they have any queries in respect of the matters set out in this document.

Dated: 28 June 2018
By order of the Board


Alexei Fedotov
Company Secretary

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