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TAWANA RESOURCES NL - Shareholders approve scheme of arrangement with Alliance Minerals Assets Limited and voting results

Release Date: 27/11/2018 09:18:00      Code(s): TAW       PDF(s):  
Shareholders approve scheme of arrangement with Alliance Minerals Assets Limited and voting results

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

Tawana shareholders approve scheme of arrangement
with Alliance Minerals Assets Limited
Tawana Resources NL (ASX: TAW) (Tawana or the Company) is pleased to announce that, at a meeting
of Tawana shareholders held in Perth today (Scheme Meeting), its shareholders approved the scheme of
arrangement (Scheme) between Tawana and its shareholders under which Alliance Mineral Assets
Limited (Alliance) will acquire 100% of the issued capital of Tawana (Merger).

Tawana advises that the resolution to approve the Scheme was passed by the requisite majorities of Tawana
shareholders, with:

    -   92.26% of shareholders present and voting at the Scheme Meeting (either in person, by proxy or
        attorney or in the case of corporate shareholders, by a duly appointed corporate representative)
        voting in favour of the resolution;

    -   99.05% of the total number of votes cast on the resolution being in favour of the resolution.

An extract of the voting results of the Scheme Meeting, as required to be disclosed in accordance with
section 251AA of the Corporations Act 2001 (Cth), is attached to this announcement.
Tawana Managing Director Mark Calderwood commented:

“We are extremely pleased that shareholders have voted overwhelmingly in favour of the Merger,
endorsing the Board’s view that the Merger represents an outstanding opportunity to elevate the Merged
Group’s profile and to take the Bald Hill Mine through its next phase of growth. We look forward to
progressing our strategy to become a long-term and sizeable producer of quality lithium concentrate
underpinned by a resource with significant growth potential.”

Indicative Timetable and Next Steps

Implementation of the Scheme remains subject to (amongst other things) the approval of the Federal Court
of Australia (Court). Tawana will seek the Court’s approval of the Scheme at a hearing scheduled to be held
at 2:15pm (AWST) on Monday, 3 December 2018.

If the Court approves the Scheme, Tawana intends to lodge the orders of the Court with the Australian
Securities and Investments Commission on 4 December 2018. Once this occurs, the Scheme will become
effective and it is expected that Tawana shares will be suspended from trading on ASX and the JSE with
effect from the close of trading on 4 December 2018.
An indicative timetable of remaining milestones is set out below.

 Second Court Hearing to approve Scheme                                         Monday 3 December 2018
 Effective Date                                                                Tuesday 4 December 2018
 Suspension of trading in Tawana shares on ASX and JSE (close of
 Alliance admitted to ASX and Alliance shares commence trading on a          Wednesday 5 December 2018
 deferred settlement basis
 Record Date                                                                    Friday 7 December 2018
 Implementation Date                                                           Friday 14 December 2018
 Last day of Alliance shares trading on ASX on a deferred settlement           Friday 14 December 2018
 Alliance shares commence trading on ASX on a normal settlement                 onday 17 December 2018
 * All dates are indicative only and subject to change

Scheme Consideration

If the Scheme is approved by the Court and implemented, Scheme Participants (other than Ineligible
Shareholders) will receive the Scheme Consideration of 1.1 Alliance shares for every 1 Tawana share held by
them at 5:00pm (AWST) on the Record Date of 7 December 2018.

Holding statements or confirmation advice in relation to the ASX Listed Shares that are issued as Scheme
Consideration will be mailed to Tawana shareholders shortly after the Implementation Date of 14 December

In relation to those Tawana shareholders who elected to receive SGX Listed Shares, CDP will confirm the
issuance of the SGX Listed Shares that are issued as Scheme Consideration by way of notification letter
shortly after those SGX Listed Shares are credited to your securities account.

For further information please contact the Investor Hotline Monday to Friday between
9:00am and 5:00pm (AWST):
 1300 223 071
+61 3 9415 4032

Voting Results

The Following information is provided in accordance with section 251AA(2) of the Corporations Act

 Resolution details              Instructions given to validly appointed                  Number of votes cast on the poll   Resolution
                                 proxies (as at proxy close)                              (where applicable)                 Result
Resolution       Resolution      For           Against      Proxy’s     Abstain            For            Against   Abstain*   Carried/Not
                 Type                                       Discretion                                                          carried

1 Scheme of      Special        359,922,051   3,476,892      3,733,740   368,681           363,760,791    3,476,892  368,691      Carried
 arrangement                     98.05%          0.94%         1.01%                        99.05%         0.95%

*Votes cast by a person who abstains on an item are not counted in calculating the required majority on a poll.

27 November 2018


PricewaterhouseCoopers Corporate Finance (Pty) Ltd

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