TAWANA RESOURCES NL - Merger Update Scheme Booklet registered with ASICRelease Date: 20/08/2018 13:08:00 Code(s): TAW PDF(s):
Merger Update – Scheme Booklet registered with ASIC
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”)
Merger Update – Scheme Booklet registered with ASIC
Tawana Resources NL (ASX:TAW) (Tawana) is pleased to announce that the Australian Securities and
Investments Commission has today registered the Scheme Booklet in relation to the proposed merger between
Tawana and Alliance Mineral Assets Limited (AMAL) (Merger). The Merger is to be effected by way of a
members scheme of arrangement whereby Tawana Shareholders will receive 1.1 new Alliance Shares for every
1 Tawana Share held (Scheme).
On Friday 17 August 2018, the Federal Court of Australia approved the convening of a meeting of Tawana
shareholders to consider and vote on the Scheme and approve the dispatch of the Scheme Booklet to Tawana
Implementation of the Scheme will consolidate 100% ownership of the Bald Hill Mine, and elevate the status
of the merged group as a pure-play ASX and SGX Catalist listed lithium company ideally positioned to become
a sizeable producer of high demand lithium concentrate. Furthermore, the Merger will simplify the ownership
structure and operational management of the Bald Hill Project and enhance the financial capacity of the
merged group to fund future growth and exploration initiatives.
The Independent Expert, BDO Corporate Finance (WA) Pty Ltd, has concluded that the Scheme is fair and
reasonable and therefore is in the best interests of Tawana Shareholders, in the absence of a superior
The full report of the Independent Expert (including a technical specialist report prepared by SRK Consulting)
is set out in Annexure A of the Scheme Booklet. The AMAL Board has, in accordance with its regulatory
requirements, separately commissioned a valuation report for the Bald Hill Mine - refer to Section 10.7 of the
Scheme Booklet for more information.
The Board of Tawana unanimously recommends that all Tawana shareholders vote in favour of the Scheme,
and each Tawana Director intends to vote the Tawana Shares that they own or control at the time of the
Scheme Meeting (if any), and will direct any Tawana proxies placed at their discretion, in favour of the
Scheme in the absence of a superior proposal.
A copy of the Scheme Booklet, which includes the Independent Expert’s Report and Notice of Scheme Meeting,
has been released on ASX today and will be sent to Tawana shareholders on or around 24 August 2018.
Shareholders who have elected to receive communications electronically will receive an email which contains
instructions about how to download a copy of the Scheme Booklet and to lodge their proxy online.
Shareholders who have not elected to receive communications electronically will be mailed a printed copy of
the Scheme Booklet.
Shareholders should read the Scheme Booklet and the materials accompanying it before deciding whether or
not to vote in favour of the Scheme.
The Scheme Meeting to approve the Scheme will be held at 1:00pm (AWST) on Wednesday, 26 September
2018 at 38 Station Street, Subiaco in Western Australia.
Each shareholder’s vote in important in determining whether or not the Scheme proceeds. All shareholders
registered as at 5:00pm (AWST) on Monday, 24 September 2018 will be entitled to vote at the Scheme Meeting
and are encouraged to do so.
Tawana shareholders do not need to attend the Scheme Meeting in person to vote, as their vote can be made
by proxy by completing the personalised proxy form enclosed in the Scheme Booklet sent to shareholders.
Instructions for proxy lodgement, including an option to lodge the proxy online, are included on the proxy
All proxy forms must be received by the Company’s share registry by no later than 1:00pm (ASWT) on Monday,
24 September 2018 in accordance with the directions set out in the proxy form.
Despatch of Scheme Booklet 24 August 2018
Scheme Meeting of Tawana shareholders 26 September 2018
Second Court hearing date 2 October 2018
Record Date for determining entitlement to Scheme Consideration 10 October 2018
Implementation of the Scheme and issue of the Scheme Consideration 17 October 2018
* All dates are indicative only and subject to change.
Letters from former AMAL executives
Tawana notes today’s announcement by AMAL regarding the recent receipt of letters from lawyers
representing Mr Tjandra Pramoko and Ms Suen Sze Man, previously the chief executive officer and executive
director of AMAL respectively, requesting, among other things, confirmation of when AMAL intends to issue
3,750,000 ordinary shares in AMAL in favour of each of them as compensation arising from their previous
services rendered to AMAL. AMAL is consulting with its legal advisers in respect of this matter.
Tawana is monitoring this matter and will make such disclosures, if any, as are considered appropriate in
connection with the Scheme in due course.
For further information please contact
1300 223 071
+61 3 9415 4032
Monday to Friday between 9:00am and 5:00pm (AWST)
20 August 2018
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
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