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TAW - Tawana Resources NL - Notice of Annual General Meeting
(Incorporated in Australia)
(Registration number ACN 085 166 721)
Share code on the JSE Limited: TAW
ISIN: AU000000TAW7
Share code on the Australian Stock Exchange Limited: TAW
ISIN: AU000000TAW7
("Tawana" or "the Company")
Tawana Resources NL
ACN 085 166 721
NOTICE OF ANNUAL GENERAL MEETING,
EXPLANATORY STATEMENT AND PROXY FORM
Annual General Meeting to be held at Level 15, 9 Castlereagh Street, Sydney,
New South Wales on 28 May 2012 commencing at 12.00 noon EST.
This document is important and should be read in its entirety.
If Shareholders are in doubt as to how to vote, they should seek advice from
their accountant, solicitor or other professional adviser without delay.
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of Tawana Resources NL (ACN
085 166 721) will be held at Level 15, 9 Castlereagh Street, Sydney, New
South Wales on 28 May 2012 commencing at 12.00 noon EST.
BUSINESS
1. Financial Statements and Reports
To receive and consider the annual financial report of the Company,
together with the directors` and the auditor`s reports, for the
financial year ended 31 December 2011.
2. Resolution 1 - Adoption of Remuneration Report
To consider and, if thought fit, pass the following resolution as an
advisory only resolution:
"That, for the purposes of section 250R of the Corporations Act and for
all other purposes, the Remuneration Report for the financial year ended
31 December 2011 be adopted."
Note: The vote on this resolution is advisory only and does not bind the
Directors or the Company.
Voting Exclusion
A vote in respect of Resolution 1 must not be cast (in any capacity) by
or on behalf of any of the following persons:
(a) a member of the Key Management Personnel, details of whose
remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member,
unless:
(c) the person does so as a proxy appointed in writing that specifies
how the proxy is to vote on Resolution 1; and
(d) the vote is not cast on behalf of a person described in
subparagraphs (a) or (b) above.
3. Resolution 2 - Re-election of Matthew Bowles
To consider and, if thought fit, pass the following resolution as an
ordinary resolution:
"That Matthew Bowles, who retires in accordance with clause 57 of the
Company`s Constitution and Listing Rule 14.4, and being eligible for re-
election, be re-elected as a Director."
4. Resolution 3 - Re-election of Julian Babarczy
To consider and, if thought fit, pass the following resolution as an
ordinary resolution:
"That Julian Babarczy, who retires by rotation in accordance with clause
59 of the Company`s Constitution and Listing Rule 14.4, and being
eligible for re-election, be re-elected as a Director."
5. Resolution 4 - Ratification of Prior Issue of Options
To consider and, if thought fit, pass the following resolution as an
ordinary resolution:
"That, for the purposes of Listing Rule 7.4 and for all other purposes,
the prior issue on or about 10 November 2011 of 2,500,000 unlisted
Options to Mr Simon Bolster as set out in the attached Explanatory
Statement is hereby approved and ratified."
Voting exclusion: In accordance with ASX Listing Rule 7.5.6 the Company
will disregard any votes cast on Resolution 4 by Mr Simon Bolster and
any person associated with Mr Simon Bolster. However, the Company will
not disregard a vote if it is cast by such a person as proxy for a
person who is entitled to vote in accordance with the directions on the
proxy form or if it is cast by the person chairing the meeting 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.
6. Resolution 5 - Approval for Future Placement of Shares
To consider and, if thought fit, to pass, with or without amendment, the
following ordinary resolution:
"That, for the purposes of Listing Rule 7.1 and for all other purposes,
approval be and is hereby given to issue and allot up to 100,000,000
Shares at a price that is at least 80% of the volume weighted average
market price of the Shares calculated over the last 5 days on which
sales in the Shares were recorded before the date on which the issue is
announced to ASX, within 3 months from the date of this meeting to such
Professional and Sophisticated Investors as the Company may determine
(as defined by the Corporations Act, other than Related Parties) and
otherwise on the terms and conditions set out in the attached
Explanatory Statement."
Voting exclusion: In accordance with ASX Listing Rule 7.3.8, the Company
will disregard any votes cast on Resolution 5 by any person or that
person`s associates who may participate in the proposed issue and any
person who might obtain a benefit, except solely in the capacity as a
holder of ordinary securities, if Resolution 5 is passed.
However, the Company need not disregard a vote if:
(a) if it is cast by a person as a proxy of a person who is entitled to
vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting 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.
7. Resolution 6 - Issue of 10,000,000 Incentive Options to Mr Lennard Kolff
Van Oosterwijk
To consider and, if thought fit, to pass, with or without amendment, the
following resolutions as ordinary resolutions:
"That, for the purposes of section 208 of the Corporations Act and
Listing Rule 10.11 and for all other purposes, approval be and is hereby
given to issue to Mr Lennard Kolff Van Oosterwijk (and/or his nominees)
10,000,000 Class I Incentive Options on the terms and conditions set out
in the Explanatory Statement."
Voting exclusion: For the purposes of Listing Rule 10.13.6
and section 224 of the Corporations Act, the Company will
disregard any votes cast on Resolution 6 by Mr Lennard Kolff
Van Oosterwijk and any of his Associates. However, the
Company need not disregard a vote if it is cast by a person
as a proxy for a person entitled to vote, in accordance with
the directions on the proxy form or by the person chairing
the meeting as proxy for a person who is entitled to vote, in
accordance with the directions on the proxy forms as the
proxy decides.
8. Resolution 7 - Issue of 5,000,000 Incentive Options to Mr Warwick Grigor
To consider and, if thought fit, to pass, with or without amendment, the
following resolutions as ordinary resolutions:
"That, for the purposes of section 208 of the Corporations Act and
Listing Rule 10.11 and for all other purposes, approval be and is hereby
given to issue to Mr Warwick Grigor (and/or his nominees) 5,000,000
Class I Incentive Options on the terms and conditions set out in the
Explanatory Statement."
Voting exclusion: For the purposes of Listing Rule 10.13.6 and
section 224 of the Corporations Act, the Company will disregard
any votes cast on Resolution 7 by Mr Warwick Grigor and any of his
Associates. However, the Company need not disregard a vote if it
is cast by a person as a proxy for a person entitled to vote, in
accordance with the directions on the proxy form or by the person
chairing the meeting as proxy for a person who is entitled to
vote, in accordance with the directions on the proxy forms as the
proxy decides.
9. Resolution 8 - Issue of 5,000,000 Incentive Options to Mr Matthew Bowles
To consider and, if thought fit, to pass, with or without amendment, the
following resolutions as ordinary resolutions:
"That, for the purposes of section 208 of the Corporations Act and
Listing Rule 10.11 and for all other purposes, approval be and is hereby
given to issue to Mr Matthew Bowles (and/or his nominees) 5,000,000
Class I Incentive Options on the terms and conditions set out in the
Explanatory Statement."
Voting exclusion: For the purposes of Listing Rule 10.13.6 and
section 224 of the Corporations Act, the Company will disregard
any votes cast on Resolution 8 by Mr Matthew Bowles and any of his
associates. However, the Company need not disregard a vote if it
is cast by a person as a proxy for a person entitled to vote, in
accordance with the directions on the proxy form or by the person
chairing the meeting as proxy for a person who is entitled to
vote, in accordance with the directions on the proxy forms as the
proxy decides.
10. Resolution 9 - Issue of 5,000,000 Incentive Options to Mr Julian
Babarczy
To consider and, if thought fit, to pass, with or without amendment, the
following resolutions as ordinary resolutions:
"That, for the purposes of section 208 of the Corporations Act and
Listing Rule 10.11 and for all other purposes, approval be and is hereby
given to issue to Mr Julian Babarczy (and/or his nominees) 5,000,000
Class I Incentive Options on the terms and conditions set out in the
Explanatory Statement."
Voting exclusion: For the purposes of Listing Rule 10.13.6 and
section 224 of the Corporations Act, the Company will disregard
any votes cast on Resolution 9 by Mr Julian Babarczy and any of
his associates. However, the Company need not disregard a vote
if it is cast by a person as a proxy for a person entitled to
vote, in accordance with the directions on the proxy form or by
the person chairing the meeting as proxy for a person who is
entitled to vote, in accordance with the directions on the proxy
forms as the proxy decides.
11. Resolution 10 - Issue of 1,000,000 Incentive Options to Mr Aaron Finlay
To consider and, if thought fit, to pass, with or without amendment, the
following resolutions as ordinary resolutions:
"That, for the purposes of Listing Rule 7.1 and for all other purposes,
approval be and is hereby given to issue to Mr Aaron Finlay (and/or his
nominees) 1,000,000 Class I Incentive Options on the terms and
conditions set out in the Explanatory Statement."
Voting exclusion: For the purposes of Listing Rule 7.3.8, the
Company will disregard any votes cast on Resolution 10 by Mr Aaron
Finlay and any of his associates. However, the Company need not
disregard a vote if it is cast by a person as a proxy for a person
entitled to vote, in accordance with the directions on the proxy
form or by the person chairing the meeting as proxy for a person
who is entitled to vote, in accordance with the directions on the
proxy forms as the proxy decides.
12. Resolution 11 - Issue of 1,000,000 Incentive Options to Mr Winton
Willesee
To consider and, if thought fit, to pass, with or without amendment, the
following resolutions as ordinary resolutions:
"That, for the purposes of Listing Rule 7.1 and for all other purposes,
approval be and is hereby given to issue to Mr Winton Willesee (and/or
his nominees) 1,000,000 Class I Incentive Options on the terms and
conditions set out in the Explanatory Statement."
Voting exclusion: For the purposes of Listing Rule 7.3.8, the
Company will disregard any votes cast on Resolution 11 by Mr
Winton Willesee and any of his associates. However, the Company
need not disregard a vote if it is cast by a person as a proxy for
a person entitled to vote, in accordance with the directions on
the proxy form or by the person chairing the meeting as proxy for
a person who is entitled to vote, in accordance with the
directions on the proxy forms as the proxy decides.
Explanatory Statement
The accompanying Explanatory Statement forms part of this Notice of Annual
General Meeting and should be read in conjunction with it. Shareholders are
specifically referred to the Glossary in the Explanatory Statement which
contains definitions of capitalised terms used in this Notice of Annual
General Meeting and the Explanatory Statement.
Proxies
Please note that:
(a) a Shareholder entitled to attend and vote at the Annual General Meeting
is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company;
(c) a Shareholder may appoint a body corporate or an individual as its
proxy;
(d) a body corporate appointed as a Shareholder`s proxy may appoint an
individual as its representative to exercise any of the powers that the
body may exercise as the Shareholder`s proxy; and
(e) Shareholders entitled to cast two or more votes may appoint two proxies
and may specify the proportion or number of votes each proxy is
appointed to exercise, but where the proportion or number is not
specified, each proxy may exercise half of the votes.
The enclosed proxy form provides further details on appointing proxies and
lodging proxy forms.
If a body corporate wishes to appoint an individual as its representative,
the body corporate should provide that person with a certificate or letter
executed in accordance with the Corporations Act authorising him or her to
act as that company`s representative. The authority may be sent to the
Company or its share registry in advance of the Annual General Meeting or
handed in at the Annual General Meeting when registering as a corporate
representative.
Voting Entitlements
In accordance with Regulation 7.11.37 of the Corporations Regulations 2001
(Cth), the Board has determined that a person`s entitlement to vote at the
Annual General Meeting will be the entitlement of that person set out in the
register of Shareholders as at 7.00pm EST on 26 May 2012. Accordingly,
transactions registered after that time will be disregarded in determining a
Shareholder`s entitlement to attend and vote at the Annual General Meeting.
By Order of the Board of Directors
Winton Willesee
Joint Company Secretary
Tawana Resources NL
Explanatory Statement
This Explanatory Statement has been prepared for the information of
Shareholders in relation to the business to be conducted at the Company`s
Annual General Meeting to be held at Level 15, 9 Castlereagh Street, Sydney,
New South Wales on 28 May 2012 commencing at 12.00 noon EST.
The purpose of this Explanatory Statement is to provide Shareholders with all
information known to the Company which is material to a decision on how to
vote on the Resolutions in the accompanying Notice of Annual General Meeting.
This Explanatory Statement should be read in conjunction with the Notice of
Annual General Meeting. Capitalised terms in this Explanatory Statement are
defined in the Glossary.
1. Financial Statements and Reports
The Corporations Act requires the annual financial report, the
directors` report and the auditor`s report for the last financial year
to be laid before the Annual General Meeting. The financial statements
and reports are contained in the Company`s 2011 Annual Report.
Shareholders who have elected to receive the 2011 Annual Report will
have been provided with a copy. The 2011 Annual Report is also
available on ASX`s website.
While no resolution is required in relation to this item, Shareholders
will be given the opportunity to ask questions and make comments on the
financial statements and reports.
2. Resolution 1 - Adoption of Remuneration Report
The Corporations Act requires that, as the Company is a listed public
company, a resolution that the remuneration report be adopted must be
put to Shareholders at the Meeting. However, section 250R(3) of the
Corporations Act expressly provides that the vote on this Resolution is
advisory only and does not bind the Directors or the Company.
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 the financial year ended 31
December 2011.
Importantly, pursuant to the Corporations Amendment (Improving
Accountability for Director and Executive Remuneration) Bill 2010
("Amendment Bill") which amended the Corporations Act from 1 July 2011,
if the remuneration report for the Company receives a "no" vote of 25%
or more at two consecutive annual general meetings of the Company, a
resolution must be put to the Shareholders at the second annual general
meeting as to whether a further general meeting should be held within 90
days at which all Directors (other than the managing director) in office
at the date of the second approved remuneration report must stand for re-
election.
Further, the Amendment Bill has introduced new prohibitions under the
Corporations Act on Key Management Personnel and their Closely Related
Parties from voting or voting undirected proxies on, amongst other
things, remuneration matters. Accordingly, if your proxy is the
Chairman, Key Management Personnel, or a Closely Related Party of a
member of Key Management Personnel and you do not direct your proxy on
how to vote on Resolution 1, your vote will not be counted in computing
the required majority. Please see the proxy form attached to this
Explanatory Statement for further information on such appointments.
In accordance with section 250SA of the Corporations Act, the Chairman
will provide a reasonable opportunity for discussion of the remuneration
report at the Meeting.
3. Resolution 2 - Re-election of Matthew Bowles as Director
In accordance with Listing Rule 14.4 and clause 57 of the Company`s
Constitution, a director appointed to fill a casual vacancy must not
hold office without re-election past the next annual general meeting of
the Company.
Mr Bowles was appointed by the Company on 30 May 2011. Mr Bowles
retires at this meeting and, being eligible, offers himself for re-
election.
A brief overview of the biographical details, skills and experience of
Mr Bowles is set out below.
Mr Bowles has extensive commercial and corporate finance experience
within the resource sector, formerly being an Executive Director,
Mergers and Acquisitions with global advisory firm Ernst & Young. Prior
to joining Ernst & Young in 2004, Mr Bowles spent 8 years with Rio Tinto
Limited in a number of senior financial roles and 4 years in London in
corporate finance and investment banking.
Mr Bowles is currently the Chief Development Officer for Gryphon
Minerals Limited. He is a member of the Australian Society of Certified
Practising Accountants and the Financial Services Industry of
Australasia.
Over the past 3 years, Mr Bowles has held no other directorships with
ASX-listed companies.
Board Recommendation
The Directors (other than Mr Bowles) recommend that Shareholders vote in
favour of this resolution.
4. Resolution 3 - Re-election of Julian Babarczy as Director
In accordance with Listing Rule 14.4 and clause 59 of the Company`s
Constitution, at every Annual General Meeting, one third of the
Directors for the time being must retire from office by rotation and are
eligible for re-election. The Directors to retire are those who have
been in office for 3 years since their appointment or last re-
appointment or who have been the longest in office since their
appointment or last re-appointment or, if the Directors have been in
office for an equal length of time, by agreement.
Mr Babarczy was appointed by the Company on 9 December 2009. Mr
Babarczy retires by rotation at this meeting and, being eligible, offers
himself for re-election.
A brief overview of the biographical details, skills and experience of
Mr Babarczy is set out below.
Mr Babarczy is currently a Portfolio Manager at Regal Funds Management,
where he has primary responsibility for investments within the mining
and oil and gas sectors. Prior to this role, Mr Babarczy worked in
investment banking for Lazard, where he provided advice to both listed
and unlisted companies on capital raising and merger and acquisition
transactions. Before joining Lazard, Mr Babarczy held several roles in
corporate finance, where he was instrumental in a range of successful
transactions including IPOs, secondary market capital raisings, listed
company advisory mandates and equities research across a broad range of
industry sectors. Mr Babarczy holds a Bachelor of Business from Monash
University in Melbourne, is a Chartered Financial Analyst charterholder,
and has a graduate diploma in Applied Finance and Investment from the
Securities Institute of Australia.
Over the past 3 years, Mr Babarczy has held no other directorships with
ASX-listed companies.
Board Recommendation
The Directors (other than Mr Babarczy) recommend that Shareholders vote
in favour of this resolution.
5. Resolution 4 - Ratification of Prior Issue of Options
5.1 Background to Resolution 4
Resolution 4 seeks Shareholder ratification to the prior issue of
2,500,000 unlisted Options to Mr Simon Bolster on 10 November 2011 in
the following two tranches:
(a) Tranche 1 - 1,250,000 Options with an exercise price of $0.03 and an
expiry date of 10 November 2013 ("Tranche 1 Options"); and
(b) Tranche 2 - 1,250,000 Options with an exercise price of $0.05 and an
expiry date of 10 November 2015 ("Tranche 2 Options").
Mr Bolster provides geological consulting services to the Company. The
Options were issued as an employee incentive grant in consideration of Mr
Bolster`s services.
5.2 ASX Listing Rule 7.4
ASX Listing Rule 7.1 provides that (subject to certain exceptions, none
of which are relevant here) prior approval of shareholders is required
for an issue of securities by a company if the securities will, when
aggregated with the securities issued by the company during the previous
12 months, exceed 15% of the number of the Shares on issue at the
commencement of that 12 month period.
ASX Listing Rule 7.4 provides that where a company ratifies a prior
issue of securities, the issue will be treated as having been made with
approval for the purpose of Listing Rule 7.1, thereby replenishing the
company`s 15% capacity and enabling it to issue further securities up to
that limit.
Resolution 4 proposes the ratification of the allotment and issue of
2,500,000 Options for the purpose of satisfying the requirements of ASX
Listing Rule 7.4. If Resolution 4 is approved, the Options will not be
included in the Company`s 15% calculation for the purposes of ASX
Listing Rule 7.1.
The information required to be provided to shareholders to satisfy ASX
Listing Rule 7.4 is specified in ASX Listing Rule 7.5. In compliance
with the information requirements of ASX Listing Rule 7.5, Shareholders
are advised of the following particulars in relation to the allotment
and issue pursuant to Resolution 4:
(a) Date of allotment and issue of securities
10 November 2011
(b) Number of securities allotted and issued
2,500,000 Options
(c) Price at which securities were allotted and issued
The Options were not issued for cash consideration, but were issued
to incentivise the holder and in consideration of geological
services provided to the Company.
(d) The terms of the securities
The Tranche 1 Options have an exercise price of $0.03 and an expiry
date of 10 November 2013. The Tranche 1 Options are otherwise
issued on the terms and conditions set out in Annexure A.
The Tranche 2 Options have an exercise price of $0.05 and an expiry
date of 10 November 2015. The Tranche 2 Options are otherwise
issued on the terms and conditions set out in Annexure B.
(e) The name of the allottee and the basis upon which the allottee will
be identified or selected
Mr Bolster provides geological consulting services to the Company.
The Options were issued as an employee incentive grant in
consideration of Mr Bolster`s services.
Mr Bolster is not a related party or associate of the Company.
(f) The use of (or intended use of) the funds raised
No funds will be raised from the issue of the Options as the
Options were issued to Mr Bolster in consideration for services
provided to the Company. All funds raised in the event of exercise
of the Options will be applied towards working capital. However,
there is no guarantee that any of the Options will be exercised at
any future time.
6. Resolution 5 - Approval of Future Placement of Shares
Listing Rule 7.1 provides that (subject to certain exceptions, none of
which is relevant here) prior approval of Shareholders is required for
an issue of securities if the securities will, when aggregated with the
securities issued by the Company during the previous 12 months, exceed
15% of the number of shares on issue at the commencement of that 12
month period.
For the purposes of ASX Listing Rule 7.3, the following information is
provided in relation to Resolution 6 to allow Shareholders to assess the
proposed placement for the future issue of up to 100,000,000 Shares:
(a) The names of the allottees of the securities
The allottees in respect of Resolution 5 are not, as yet,
identifiable, but will be such persons or entities who are
Professional and Sophisticated Investors as determined by the
Company or (within the meaning of the Corporations Act) any stock
brokers that may be appointed by the Company to manage the
placement. The allottees will not be related parties of the
Company.
(b) The maximum number of securities to be issued
The maximum number of securities to be issued pursuant to
Resolution 5 is 100,000,000 Shares. The number of securities to be
issued and allotted is a maximum number only and under no
circumstances will the Company issue and allot securities such that
any person would hold a relevant interest of more than 19.9% in the
Company.
(c) The date of allotment and issue of securities
The Shares to be issued pursuant to Resolution 5 will be allotted
progressively as allottees are identified, however no Shares will
be issued or allotted after the date which is three (3) months
after the date of the Annual General Meeting (or such later date to
the extent permitted by any ASX waiver or modification of the
Listing Rules).
(d) The issue price of the securities
The issue price of the Shares proposed to be allotted and issued
under Resolution 5 will be at a price that is at least 80% of the
volume weighted average market price of the Shares calculated over
the last 5 days on which sales in the Shares were recorded before
the date on which the issue is announced to ASX.
(e) The terms of the securities
The Shares to be issued will rank pari-passu on allotment and issue
with the existing Shares of the Company.
(f) Intended use of the funds raised
The Company intends to use the funds raised by the issue of Shares
under Resolution 5 to further the exploration activities of the
Company conducted in Liberia and for further working capital for
the Company.
7. Resolutions 6 to 9 - Issue a total of 25,000,000 Incentive Options to
Directors and/or their Nominees
Resolutions 6 to 9 seek the approval of Shareholders to issue a total of
25,000,000 Incentive Options to the Directors and/or their nominees.
Approval is sought pursuant to Listing Rule 10.11 and section 208 of the
Corporations Act.
The current Directors are Mr Lennard Kolff Van Oosterwijk, Mr Warwick
Grigor, Mr Matthew Bowles and Mr Julian Babarczy.
7.1 Background
The Incentive Options under Resolutions 6 to 9 will be issued to the
Directors (and/or their nominees) to align the long term goals of the
Directors with that of Shareholders and to incentivise Directors to
provide ongoing dedicated services to the Company. These Incentive
Options are intended to provide remuneration to the Directors (and/or
their nominees) that is linked to the performance of the Company. The
benefit would only be received from the Incentive Options upon the
Company`s Share price exceeding the exercise price of the Incentive
Options and thereby warranting their exercise.
Under the Company`s current circumstances, the Directors consider that
the incentives noted above, represented by the issue of these Incentive
Options, are a cost effective and efficient reward and incentive to be
provided to the Directors by the Company, as opposed to alternative
forms of incentive, such as the payment of cash compensation. In
addition, the Directors consider it prudent to make payment by way of
the Incentive Options so as to preserve the cash reserves of the
Company.
Mr Warwick Grigor, Mr Matthew Bowles and Mr Julian Babarczy are Non-
Executive Directors of the Company. The Company acknowledges that the
issue of Incentive Options to Non-Executive Directors is contrary to
recommendation 8.2 of the ASX`s Corporate Governance Principles and
Recommendations (2nd Edition) which states that non-executive directors
should not receive remuneration by way of options. However, the
Directors are of the view that at this stage of the Company`s
development, it is appropriate for Directors of the Company to be
compensated by way of securities in the Company, rather than by way of
cash.
The Company proposes that the 25,000,000 Incentive Options will have an
exercise price that is 130% of the volume weighted average market price
of the Company`s Shares, calculated over the last 5 days on which sales
in the Shares were recorded before the date of the Annual General
Meeting. The Incentive Options shall be issued and vest upon approval
by the Shareholders of Resolutions 6 to 9, and they must be exercised on
or before 30 April 2015.
The full terms and conditions of the Incentive Options to be granted to
the Directors and/or their nominee(s) are set out in Annexure C to this
Explanatory Statement.
It is proposed to issue the Incentive Options to the Directors, and/or
their nominee(s), as follows:
Director Class I Incentive Options
Lennard Kolff Van 10,000,000
Oosterwijk
Warwick Grigor 5,000,000
Matthew Bowles 5,000,000
Julian Babarczy 5,000,000
Total 25,000,000
7.2 Section 208 of the Corporations Act
Section 208 of the Corporations Act states that a public company cannot
give a "financial benefit" (including an issue of shares and options) to
a "related party" of the Company unless one of the exceptions set out in
section 210 to 216 of the Corporations Act apply, or the holders of
ordinary securities have approved the giving of the financial benefit to
the related party in a general meeting.
Each of the Directors (and/or their nominees) is a related party of the
Company within the meaning specified under section 228 of the
Corporations Act. Further, the provision of the Incentive Options
constitutes a financial benefit within the meaning of section 229 of the
Corporations Act. Accordingly, Shareholder approval is sought under
section 208 of the Corporations Act to permit the issue of the Incentive
Options on the terms set out in Resolutions 6 to 9 to the Directors
and/or their nominees as related parties of the Company.
The following information is provided in accordance with section 219 of
the Corporations Act to enable Shareholders to assess the merits of
Resolutions 6 to 9:
(a) The related party to whom the proposed resolutions would permit the
financial benefit to be given
(i) Mr Lennard Kolff Van Oosterwijk and/or his nominee.
(ii) Mr Warwick Grigor and/or his nominee.
(iii)Mr Matthew Bowles and/or his nominee.
(iv) Mr Julian Babarczy and/or his nominee.
(b) The nature of the financial benefit
The nature of the financial benefit is the proposed issue of 25,000,000
Incentive Options to the Directors and/or their nominees. The Incentive
Options are issued for no cash consideration and will be issued on the
terms and conditions set out in this Explanatory Statement and in
Annexure C.
A total of 25,000,000 Incentive Options will be issued as follows:
Resolution Recipient Class I
Incentive
Options
Resolution Lennard Kolff Van 10,000,000
6 Oosterwijk and/or his
nominee.
Resolution Warwick Grigor and/or 5,000,000
7 his nominee.
Resolution Matthew Bowles and/or 5,000,000
8 his nominee.
Resolution Julian Babarczy and/or 5,000,000
9 his nominee.
Total 25,000,000
(c) Black-Scholes Valuation of Incentive Options
The Company engaged Stantons International Securities to prepare an
independent valuation of the Incentive Options. The Black and Scholes
option pricing model ("B&S Model") has been applied in providing
valuation information in respect to the Incentive Options to be granted
to the Directors and/or their nominees.
The B&S Model is based on a number of assumptions, including an
assumption that the Incentive Options being valued can be exercised at
any time after their grant and on or before the expiry date. In
addition, the B&S Model assumes that there is a liquid market for the
Incentive Options. Because the B&S Model assumes a liquid market, the
amount calculated by the B&S Model represents a maximum theoretical
value.
The following values have been calculated for the Incentive Options
using the B&S Model based on the following assumptions and variables:
Assumptions
(i) that the Incentive Options can be exercised at any time during the
period after the issue date;
(ii) there are no transaction costs, options and shares are infinitely
divisible, and information is available to all without cost;
(iii)short selling is allowed without restriction or penalty;
(iv) the risk free interest rate is known and constant throughout the
duration of the option contract;
(v) the underlying Shares do not currently pay a dividend; and
(vi )Share prices behave in a manner consistent with a random walk in
continuous time.
Variables
(i) Share price of $0.037 (assumed closing price on the day of the
Meeting);
(ii) a risk free interest rate of 3.26% assumed on the day of the
Meeting;
(iii)expiry date of 30 April 2015;
(iv) exercise price is $0.049 each (based on assumed 5 day volume
weighted average price of shares leading into the date of the
meeting);
(v) Volatility of 100%; and
(vi) Discount for non-transferability of 20%.
Value of Incentive Option $0.0169 per Option.
Any change in the variables applied in the B&S Model between the date of
the valuation and the date the Incentive Options are granted would have
an impact on their value.
The aggregate values of the Incentive Options to be issued to each
Director and/or their nominees are set out below:
Recipient Class I Value ($)
Incentive
Options
Lennard Kolff Van 10,000,000 $169,000
Oosterwijk and/or
his nominee.
Warwick Grigor 5,000,000 $84,500
and/or his nominee.
Matthew Bowles 5,000,000 $84,500
and/or his nominee.
Julian Babarczy 5,000,000 $84,500
and/or his nominee.
Total 25,000,000 $422,500
Other information
Under the Australian Equivalent of IFRS, the Company is required to
expense the value of the Incentive Options in its statement of financial
performance for the current financial year. Other than as disclosed in
this Explanatory Statement, the Directors do not consider that from an
economic and commercial point of view, there are any costs or detriments
including opportunity costs or taxation consequences for the Company or
benefits foregone by the Company in granting the Incentive Options
pursuant to Resolutions 6 to 9.
Neither the Directors not the Company are aware of other information
that would be reasonably required by Shareholders to make a decision in
relation to the financial benefits contemplated by the proposed
resolutions.
(d) Current Remuneration and Interest
Details of the Directors` remuneration for the financial year ending on
31 December 2011, as well as their interests (both direct and indirect)
in the Company as at the date of this Notice of Annual General Meeting
are outlined below:
Director Salary/Fees Shares Option
p.a. ($) Interest Interests
Excluding s
superannuat
ion of 9%
Lennard Kolff $221,6671 - 10,000,00
Van 0
Oosterwijk
Warwick $40,000 27,850,0 -
Grigor 00
Matthew $23,333 - 15,000,00
Bowles 0
Julian $40,000 25,173,2 -
Babarczy 88
1. This includes remuneration from Mr Kolff`s appointment as director
from 27 October 2011 to the value of $54,167, Chief Executive
Officer remuneration to 26 October 2011 to the value of $142,500
and a cash bonus of $25,000.
(e) Dilution
If all of the Incentive Options under the Resolutions 6 to 9 were
exercised, and no other Shares were issued by the Company (including
Shares pursuant to the exercise of existing Options), the shareholding
of existing Shareholders would, based on the current issued capital of
the Company, be diluted by approximately 2.9%.
(f) Exercise
The market price of the Company`s Shares during the period of the
Incentive Options will normally determine whether or not the Directors
(and/or their nominees) exercise the Incentive Options. At the time any
Incentive Options are exercised and Shares are issued pursuant to the
exercise of those Incentive Options, the Company`s Shares may be trading
on the ASX at a price which is higher than the exercise price of the
Incentive Options.
(g) Accounting
The Company`s adoption of Australian equivalents to International
Financial Reporting Standards for reporting periods means that, under
AASB2 Share-based Payment, equity-based compensation (such as the
Incentive Options under Resolutions 6 to 9) will be recognised as an
expense in respect of the services received.
(h) Trading History
As at the date of this Notice of Annual General Meeting, the Company had
856,629,043 Shares on issue. The highest and lowest market sale price
of the Shares in the Company during the twelve months immediately
preceding the date of this Notice of Annual General Meeting was $0.053
on 27 April 2011 and $0.018 on 16, 18, 23, 27 and 31 January 2012 and 1
February 2012 respectively. The closing market sale price of the
Company`s Shares on the ASX on 19 April 2012 (the date before the
lodgement date of this Notice of Annual General Meeting with the ASIC)
was $0.035.
As at the date of this Notice of Annual General Meeting, the Company had
the following unlisted Options on issue.
Grant Date Date of Exercise Number
Expiry Price Under
Option
18 Jun 2008 18 Jun 2012 $0.07 4,000,000
17 Jan 2009 17 Jan 2013 $0.10 6,000,000
17 Jan 2009 17 Jan 2013 $0.07 6,750,000
17 Jan 2009 17 Jan 2014 $0.10 6,750,000
23 Feb 2010 23 Feb 2013 $0.01 50,000,000
9 Sep 2010 31 Jul 2012 $0.01 20,000,000
9 Sep 2010 9 Sep 2012 $0.03 5,000,000
9 Sep 2010 30 Jul 2013 $0.01 50,000,000
9 Sep 2010 9 Sep 2013 $0.05 5,000,000
8 Mar 2011 8 Mar 2014 $0.01 25,000,000
10 Nov 2011 10 Nov 2013 $0.03 1,250,000
10 Nov 2011 10 Nov 2015 $0.05 1,250,000
181,000,000
(i) Terms of Incentive Options
The terms of the Incentive Options are set out in Annexure C.
(j) Opportunity costs to the Company
The Directors do not consider that there are any opportunity costs to
the Company or benefits foregone by the Company in granting the
Incentive Options.
(k) Funds raised
No funds will be raised from the issue of the Incentive Options. All
funds raised in the event of exercise of the Incentive Options will be
applied towards working capital. However, there is no guarantee that
any of the Incentive Options will be exercised at any future time.
(l) Directors interests in the proposed resolution
Each Director (or their respective nominee) will be the only recipient
of Incentive Options to be issued under Resolutions 6 to 9 that applies
specifically to him, and accordingly, has a direct material interest in
the outcome of the Resolution that applies specifically to him.
No Director has a material interest in the outcome of Resolutions 6 to 9
other than in respect of the proposed issue of Incentive Options to him
or his nominee.
(m) Directors` recommendations or reason for declining to make
recommendations
Each Director expresses no opinion and makes no recommendation in
respect of the issue of Incentive Options to him (or his nominee). This
is because each of the Directors has a material personal interest in the
outcome of the Resolution to issue that Director (or his nominee)
Incentive Options.
Otherwise each of the Directors recommend that Shareholders vote in
favour of the issue of the Incentive Options to the other Directors for
the reasons set out in the Explanatory Statement and on the basis that,
in their opinion, the proposed issue of Incentive Options:
(i) provides a long-term incentive to the Directors linked to the
future success of the Company;
(ii) is a fair and reasonable alternative to additional cash payment of
Director`s fees;
(iii)recognises the contribution the Directors have and will continue
to make to the Company; and
(iv) is necessary to reflect remuneration benefits payable to directors
of other companies operating in the Company`s industry and in an
international business environment.
(n) Any other information that is reasonably required by the members to make
a decision and that is known to the Company or any of its directors
Other than as set out in this Explanatory Statement, there is no further
information which the Shareholders would reasonably require in order to
decide whether or not it is in the Company`s best interests to pass
Resolutions 6 to 9.
7.3 Listing Rules
Listing Rule 10.11 provides that a company must not issue equity
securities to a "related party" without the approval of holders of
ordinary securities, or to a person whose relationship with the company
or a related party of the company is, in ASX`s opinion, such that
approval should be obtained. Further, Listing Rule 7.2 (Exception 14)
states that approval pursuant to Listing Rule 7.1 is not required if
shareholder approval is obtained under Listing Rule 10.11.
The Directors (or their nominees) are related parties of the Company
within the definition specified in Listing Rule 19.12. Accordingly,
Shareholder approval is sought under Listing Rule 10.11 to permit the
issue of 25,000,000 Incentive Options to the Directors and/or their
nominees as related parties of the Company on the terms set out in
Resolutions 6 to 9 and in this Explanatory Statement (including Annexure
C).
The issue of the Incentive Options under Resolutions 6 to 9 will not
affect the capacity of the Company to issue securities in the next 12
months under Listing Rule 7.1, as those Incentive Options (once issued)
will be excluded from the calculations under Listing Rule 7.1.
Listing Rule 10.13 requires that the following information be provided
to the Shareholders in relation to obtaining approval of Resolution 5 as
an exception to Listing Rule 10.11:
(a) The name of the allottee of the securities
(i) Mr Lennard Kolff Van Oosterwijk and/or his nominee.
(ii) Mr Warwick Grigor and/or his nominee.
(iii)Mr Matthew Bowles and/or his nominee.
(iv) Mr Julian Babarczy and/or his nominee.
(b) The maximum number of securities to be allotted and issued
A total of 25,000,000 Incentive Options will be issued as follows:
Recipient Class I Incentive
Options
Lennard Kolff Van 10,000,000
Oosterwijk and/or his
nominee.
Warwick Grigor and/or his 5,000,000
nominee.
Matthew Bowles and/or his 5,000,000
nominee.
Julian Babarczy and/or his 5,000,000
nominee.
Total 25,000,000
(c) The date of allotment and issue of the securities
The Incentive Options will be issued as soon as possible after the
Meeting and in any event, no later than 1 month after the Meeting (or
such later date to the extent permitted by any ASX waiver of the Listing
Rules).
(d) The relationship that requires Shareholder approval
The Directors and/or their nominees are related parties of the
Company.
(e) The issue price of the securities
(f) The Incentive Options are issued for no cash consideration.
The terms of the securities
The key terms of the Incentive Options to be issued under
Resolutions 6 to 9 are set out in the following table:
Class of Option Class I Incentive Option
Expiry Date 30 April 2015
Exercise Price 130% of the volume weighted average
market price of the Company`s
Shares, calculated over the last 5
days on which sales in the Shares
were recorded before the date of
the Annual General Meeting
Shares Issued Fully paid ordinary shares which
rank equally with existing Shares
on issue
Vesting Criteria Upon Shareholder approval
Full terms of the Incentive Options are set out in Annexure C to
this Explanatory Statement.
(g) The intended use of the funds
No funds will be raised from the issue of the Incentive Options
under Resolutions 6 to 9. The funds raised on exercise of these
Incentive Options will be applied to working capital requirements
of the Company at that stage. However there is no guarantee that
any of these Incentive Options will be exercised.
8. Resolutions 10 and 11 - Issue of 2,000,000 Incentive Options to Company
Secretaries
8.1 Background to Resolutions 10 and 11
Resolutions 10 and 11 seek Shareholder approval for the issue of a total
of 2,000,000 Class I Incentive Options to the joint Company Secretaries
of the Company and/or their nominees. The joint Company Secretaries of
the Company are Mr Aaron Finlay and Mr Winton Willesee.
The Incentive Options under Resolutions 10 and 11 will be issued to the
Company Secretaries (and/or their nominees) to align the long term goals
of the Company Secretaries with that of Shareholders and to incentivise
the Company Secretaries to provide ongoing dedicated services to the
Company. These Incentive Options are intended to provide remuneration
to the Company Secretaries (and/or their nominees) that is linked to the
performance of the Company. The benefit would only be received from the
Incentive Options upon the Company`s Share price exceeding the exercise
price of the Incentive Options and thereby warranting their exercise.
Under the Company`s current circumstances, the Directors consider that
the incentives noted above, represented by the issue of these Incentive
Options, are a cost effective and efficient reward and incentive to be
provided to the Company Secretaries by the Company, as opposed to
alternative forms of incentive, such as the payment of cash
compensation. In addition, the Directors consider it prudent to make
payment by way of the Incentive Options so as to preserve the cash
reserves of the Company.
The Company proposes that the 2,000,000 Incentive Options will have an
exercise price that is 130% of the volume weighted average market price
of the Company`s Shares, calculated over the last 5 days on which sales
in the Shares were recorded before the date of the Annual General
Meeting. The Incentive Options shall be issued and vest upon approval
by the Shareholders of Resolutions 10 and 11, and they must be exercised
on or before 30 April 2015.
The full terms and conditions of the Incentive Options to be granted to
the Company Secretaries and/or their nominee(s) are set out in Annexure
C to this Explanatory Statement.
It is proposed to issue the Incentive Options to the Company
Secretaries, and/or their nominee(s), as follows:
Company Secretary Class I Incentive Options
Aaron Finlay 1,000,000
Winton Willesee 1,000,000
Total 2,000,000
8.2 ASX Listing Rule 7.1
ASX Listing Rule 7.1 provides that (subject to certain exceptions, none
of which are relevant here) prior approval of shareholders is required
for an issue of securities by a company if the securities will, when
aggregated with the securities issued by the company during the previous
12 months, exceed 15% of the number of the Shares on issue at the
commencement of that 12 month period.
ASX Listing Rule 7.1 provides that where a company approves an issue of
securities, the company`s 15% capacity will be replenished and the
Company will be able to issue further securities up to that limit.
Resolutions 10 and 11 propose the approval of the allotment and issue of
2,000,000 Incentive Options for the purpose of satisfying the
requirements of ASX Listing Rule 7.1. If Resolutions 10 and 11 are
approved, the Options will not be included in the Company`s 15%
calculation for the purposes of ASX Listing Rule 7.1.
The information required to be provided to shareholders to satisfy ASX
Listing Rule 7.1 is specified in ASX Listing Rule 7.3. In compliance
with the information requirements of ASX Listing Rule 7.3, Shareholders
are advised of the following particulars in relation to the allotment
and issue pursuant to Resolutions 10 and 11:
(a) Number of securities allotted and issued
2,000,000 Incentive Options.
(b) Date of allotment and issue of securities
The Incentive Options will be issued as soon as possible after the
Meeting and in any event, no later than 3 month after the Meeting
(or such later date to the extent permitted by any ASX waiver of
the Listing Rules).
(c) Price at which securities were allotted and issued
The Incentive Options will not be issued for cash consideration, but
will be issued to incentivise the holders, and in consideration of
Company Secretarial services provided to the Company.
(d) The terms of the securities
The Incentive Options will have an exercise price that is 130% of
the volume weighted average market price of the Company`s Shares,
calculated over the last 5 days on which sales in the Shares were
recorded before the date of the Annual General Meeting. The
Incentive Options shall be issued and vest upon approval by the
Shareholders of Resolutions 10 and 11, and they must be exercised
on or before 30 April 2015.
The Incentive Options are otherwise issued on the terms and
conditions set out in Annexure C to this Explanatory Statement.
(e) The basis on which allottees were determined
The allottees in respect of Resolutions 10 and 11 are the joint
Company Secretaries of the Company. The Incentive Options will be
issued to incentivise the allottees, and in consideration of
Company Secretarial services provided to the Company.
Mr Finlay and Mr Willesee are not related parties of the Company.
(f) The use of (or intended use of) the funds raised
No funds will be raised from the issue of the Incentive Options.
All funds raised in the event of the exercise of the Incentive
Options will be applied towards working capital. However, there is
no guarantee that any of the Incentive Options will be exercised at
any future time.
9. Glossary
In this Explanatory Statement, the following terms have the following
meaning unless the context otherwise requires:
Annual General Meeting the annual general meeting of the Company
pursuant to this Notice of Annual General
Meeting.
ASX ASX Limited (ACN 008 624 691) trading as the
Australian Securities Exchange.
Board the board of Directors.
Chairman Warwick Grigor or such other Director as the
Board may nominate in accordance with the
Constitution.
Closely Related Party means a closely related party of a member of
Key Management Personnel as defined in Section
9 of the Corporations Act, being:
(a) a spouse or child of the member;
(b) a child of that member`s spouse;
(c) a dependant of that member or of that
member`s spouse;
(d) anyone else who is one of that member`s
family and may be expected to influence
that member, or be influenced by that
member, in that member`s dealings with the
Company;
(e) a company that is controlled by that
member; or
(f) any other person prescribed by the
regulations.
Company Tawana Resources NL (ACN 085 166 721).
Constitution the constitution of the Company.
Corporations Act Corporations Act 2001 (Cth).
Director a director of the Company.
EST Eastern Standard Time as observed in Sydney,
Australia.
Explanatory Statement the explanatory statement accompanying the
Notice of Annual General Meeting.
Incentive Option means a Class 1 Incentive Option on the terms
specified in Annexure C.
Key Management Personnel means the key management personnel of the
Company as defined in Section 9 of the
Corporations Act and Australian Accounting
Standards Board accounting standard 124, being
those persons having authority and
responsibility for planning, directing and
controlling the activities of the Company,
directly or indirectly, including any Director
(whether executive or otherwise).
Listing Rules the listing rules of ASX.
Notice of Annual General Meeting the notice of annual general meeting
accompanying the Explanatory Statement.
Options an option to acquire a Share.
Professional Investor means an investor as defined in section
708(11) of the Corporations Act.
Related Party means a party so defined by section 228 of the
Corporations Act.
Remuneration Report the section of the directors` report contained
in the Company`s 2011 Annual Report entitled
"remuneration report".
Share a fully paid ordinary share in the capital of
the Company.
Shareholder a holder of Shares.
Sophisticated Investor means an investor as defined in section 708(8)
of the Corporations Act.
Tawana Tawana Resources (ACN 085 166 721).
Tranche 1 Options the Tranche 1 Options on the terms specified
in Annexure A.
Tranche 2 Options the Tranche 2 Options on the terms specified
in Annexure B.
Tawana Resources NL
ACN 085 166 721
PROXY FORM
Shareholder Details
Name:
...................................................................
...................................................................
.............................
Address:
...................................................................
...................................................................
..........................
Contact Telephone No:
...................................................................
...................................................................
........
Contact Name (if different from above):
...................................................................
.......................................................
Appointment of Proxy
I/We being a shareholder/s of Tawana Resources NL and entitled to
attend and vote hereby appoint the following proxy/proxies to
attend and act on my/our behalf and to vote in accordance with
my/our following directions at the Annual General Meeting of Tawana
Resources NL to be held at Level 15, 9 Castlereagh Street, Sydney,
New South Wales on 28 May 2012 at 12.00 noon (EST) and at any
adjournment of that meeting.
The IMPORTANT:
Chairman In respect of Resolutions 2 to 11, if the
of the Chairman of the meeting is your proxy, or
meeting if appointed your proxy by default and you
do not wish to direct him/her how to vote
(mark with on any of these resolutions, you must mark
an `X`) this box with an "X". By marking this
box, you acknowledge that the Chairman of
the meeting may exercise your proxy on
those resolutions (for which you have not
given a direction) even if he/she has an
interest in the outcome of the resolution
and that votes cast by him/her, other than
as proxy holder, will be disregarded
because of that interest. If you do not
mark this box, and you have not directed
your proxy how to vote on any of these
resolutions, the Chairman of the meeting
will not cast your votes on the
resolutions (for which you have not given
a direction) on a show of hands or on a
poll. The Chairman of the meeting intends
to vote undirected proxies in favour of
each resolution.
The Chairman, a member of Key Management
Personnel or any of their Closely Related
Parties is not permitted to vote
undirected proxies on Resolution 1.
Accordingly, if the Chairman, a member of
Key Management Personnel or any of their
Closely Related Parties is your proxy (by
appointment or default) and you fail to
provide a voting direction in respect of
Resolution 1 in step 2 (below), your vote
will not be cast.
OR
If the person you are appointing as your proxy is someone other
than the Chairman of the meeting:
Write the name of that person in the box below.
You must specify the %
% of your votes that you
authorise your proxy to
exercise if:
(a) you have only
appointed 1 proxy and do
not want him/her to
exercise all of your
votes; or
(b) if you have
appointed 2 proxies
under this proxy form.
If you hold 2 or more Shares in Tawana
Resources NL, you may appoint a second
proxy:
Write the name of your second proxy in
the box below.
%
If you do not name a proxy or your named proxy fails to attend the
meeting, the Chairman of the meeting will be appointed as your
proxy to attend and act on your behalf and to vote in accordance
with the following directions at the Annual General Meeting of
Tawana Resources NL to be held at Level 15, 9 Castlereagh Street,
Sydney, New South Wales on 28 May 2012 at 12.00 noon (EST) and at
any adjournment of that meeting.
Voting directions to your proxy - Please mark only one of the boxes
with an "X" for each resolution to indicate your directions.
Business For Agains Abstai
t n
Resolution 1. Adoption of
Remuneration Report
Resolution 2. Re-election of Matthew
Bowles
Resolution 3. Re-election of Julian
Babarczy
Resolution 4. Ratification of Prior
Issue of Options
Resolution 5. Approval of Future
Placement of Shares
Resolution 6. Issue of 10,000,000
Incentive Options to Lennard Kolff Van
Oosterwijk
Resolution 7: Issue of 5,000,000
Incentive Options to Warwick Grigor
Resolution 8: Issue of 5,000,000
Incentive Options to Matthew Bowles
Resolution 9: Issue of 5,000,000
Incentive Options to Julian Babarczy
Resolution 10: Issue of 1,000,000
Incentive Options to Aaron Finlay
Resolution 11: Issue of 1,000,000
Incentive Options to Winton Willesee
If you mark the "Abstain" box with an "x" for a particular
resolution, you are directing your proxy not to vote on your behalf
on a show of hands or on a poll.
PLEASE SIGN HERE This section must be signed in accordance with
the instructions overleaf to enable your directions to be
implemented
Individual or Shareholder 2 Shareholder 3
Shareholder 1
Sole Director and Director Director/Company
Sole Company Secretary
Secretary
How to complete this Proxy Form
1. Your Name and Address
Please print your name and address as it appears on your holding
statement and the Company`s share register. If Shares are jointly held,
please ensure the name and address of each joint shareholder is
indicated. Shareholders should advise the Company of any changes.
Shareholders sponsored by a broker should advise their broker of any
changes. Please note, you cannot change ownership of your securities
using this form.
2. Appointment of a Proxy
If you wish to appoint the Chairman of the Meeting as your proxy, mark
the box. If the person you wish to appoint as your proxy is someone
other than the Chairman of the Meeting please write the name of that
person. If you leave this section blank, or your named proxy does not
attend the meeting, the Chairman of the Meeting will be your proxy. A
proxy need not be a shareholder of the Company.
3. Votes on Resolutions
You may direct your proxy how to vote by placing a mark in one of the
boxes opposite each Resolution. All your shareholding will be voted in
accordance with such a direction unless you indicate only a portion of
voting rights are to be voted on any Resolution by inserting the
percentage or number of shares you wish to vote in the appropriate box
or boxes. If you do not mark any of the boxes on a given Resolution,
your proxy may vote as he or she chooses. If you mark more than one box
on a Resolution your vote on that Resolution will be invalid.
If the Chairman or other Key Management Personnel or their Closely
Related Parties is your proxy, that person will not be able to vote on
your behalf in respect of Resolution 1 (Remuneration Report) if you have
not directed them how to vote on that Resolution.
4. Appointment of a Second Proxy
You are entitled to appoint up to two persons as proxies to attend the
meeting and vote on a poll. If you wish to appoint a second proxy,
please write the name of that person. To appoint a second proxy you must
state (in the appropriate box) the percentage of your voting rights
which are the subject of the relevant proxy. If the Proxy Form does not
specify a percentage, each proxy may exercise half your votes.
Fractions of votes will be disregarded.
5. Signing Instructions
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, all of the
shareholders should sign.
Power of Attorney: to sign under Power of Attorney, you must have
already lodged this document with the company`s
share registry. If you have not previously lodged
this document for notation, please attach a
certified photocopy of the Power of Attorney to this
form when you return it.
Companies: where the company has a Sole Director who is also the
Sole Company Secretary, this form must be signed by that
person. If the company (pursuant to section 204A of the
Corporations Act 2001) does not have a Company Secretary,
a Sole Director can also sign alone. Otherwise this form
must be signed by a Director jointly with either another
Director or a Company Secretary. Please indicate the
office held by signing in the appropriate place. If a
representative of the corporation is to attend the
meeting a "Certificate of Appointment of Corporate
Representative" should be produced prior to admission.
6. Lodgment of a Proxy
This Proxy Form (and any Power of Attorney under which it is signed)
must be received at the address given below not later than 48 hours
before the commencement of the meeting. i.e. no later than 12.00 noon
(EST) on 26 May 2012. Any Proxy Form received after that time will not
be valid for the scheduled meeting. This Proxy Form (and any Power of
Attorney and/or second Proxy Form) may be sent or delivered to the
Company`s registered office at Suite 25, 145 Stirling Highway, Nedlands
WA 6009, posted to PO Box 3144 Nedlands WA 6009, faxed to +61 (0) 8 9389
3199 or emailed to winton@azc.com.au.
ANNEXURE A
Terms and Conditions of Tranche 1 Options - (Exercisable at $0.03, expiring
on 10 November 2013)
(a) Each Option entitles the holder to subscribe for a Share in Tawana
Resources NL at the exercise price ($0.03).
(b) The Options are exercisable on and from the date of issue and expire at
5pm EST on or before the expiry date. Any Options not exercised on or
before the expiry date (10 November 2013) will automatically lapse.
(c) All Shares in Tawana Resources NL allotted on the exercise of Options
will rank equally in all respects with the then existing Shares.
(d) The Options are not transferable and it is not intended that application
will be made to ASX for quotation of the Options. Tawana Resources NL
must apply for quotation of all Shares in Tawana Resources NL allotted
pursuant to the exercise of Options not later than 10 Business Days
after the date of allotment.
(e) Holders may only participate in new issues of securities to holders of
Shares in Tawana Resources NL if the Options have been exercised and
Shares allotted in respect of the Options before the record date for
determining entitlements to the issue. The Company must give to holders
at least 7 business days notice of any new issue before the record date
for determining entitlements to the issue in accordance with the ASX
Listing Rules.
(f) There will be no change to the exercise price of the Options or the
number of Shares over which the Options are exercisable in the event of
Tawana Resources NL making a pro rata issue of Shares or other
securities to the holders of Shares in Tawana Resources NL (other than a
bonus issue).
(g) If there is a bonus issue ("Bonus Issue") to the holders of Shares in
Tawana Resources NL, the number of Shares over which the Options are
exercisable will be increased by the number of Shares which the holder
would have received if the Option had been exercised before the record
date for the Bonus Issue ("Bonus Shares"). The Bonus Shares must be
paid up by Tawana Resources NL out of the profits or reserves (as the
case may be) in the same manner as was applied in the Bonus Issue and
upon issue rank equally in all respects with the other Shares on issue
as the date of issue of the Bonus Shares.
(h) If prior to the expiry date, there is a reorganisation of the issued
capital of Tawana Resources NL, the Options are to be treated in the
manner set out in the ASX Listing Rules.
(i) The options will immediately lapse if the employee resigns or is
terminated as an employee on or before the first anniversary of the date
of engagement of the employee with the company.
ANNEXURE B
Terms and Conditions of Tranche 2 Options - (Exercisable at $0.05, expiring
on 10 November 2015)
(a) Each Option entitles the holder to subscribe for a Share in Tawana
Resources NL at the exercise price ($0.05).
(b) The Options are exercisable on and from the date of issue and expire at
5pm EST on or before the expiry date. Any Options not exercised on or
before the expiry date (10 November 2015) will automatically lapse.
(c) All Shares in Tawana Resources NL allotted on the exercise of Options
will rank equally in all respects with the then existing Shares.
(d) The Options are not transferable and it is not intended that application
will be made to ASX for quotation of the Options. Tawana Resources NL
must apply for quotation of all Shares in Tawana Resources NL allotted
pursuant to the exercise of Options not later than 10 Business Days
after the date of allotment.
(e) Holders may only participate in new issues of securities to holders of
Shares in Tawana Resources NL if the Options have been exercised and
Shares allotted in respect of the Options before the record date for
determining entitlements to the issue. The Company must give to holders
at least 7 business days notice of any new issue before the record date
for determining entitlements to the issue in accordance with the ASX
Listing Rules.
(f) There will be no change to the exercise price of the Options or the
number of Shares over which the Options are exercisable in the event of
Tawana Resources NL making a pro rata issue of Shares or other
securities to the holders of Shares in Tawana Resources NL (other than a
bonus issue).
(g) If there is a bonus issue ("Bonus Issue") to the holders of Shares in
Tawana Resources NL, the number of Shares over which the Options are
exercisable will be increased by the number of Shares which the holder
would have received if the Option had been exercised before the record
date for the Bonus Issue ("Bonus Shares"). The Bonus Shares must be
paid up by Tawana Resources NL out of the profits or reserves (as the
case may be) in the same manner as was applied in the Bonus Issue and
upon issue rank equally in all respects with the other Shares on issue
as the date of issue of the Bonus Shares.
(h) If prior to the expiry date, there is a reorganisation of the issued
capital of Tawana Resources NL, the Options are to be treated in the
manner set out in the ASX Listing Rules.
(i) The options will immediately lapse if the employee resigns or is
terminated as an employee on or before the first anniversary of the date
of engagement of the employee with the company.
ANNEXURE C
Terms and Conditions of Incentive Options - (Exercisable at a price that
is 130% of the volume weighted average market price of the Company`s
Shares, calculated over the last 5 days on which sales in the Company`s
Shares were recorded before the date of the Company`s 2012 Annual
General Meeting, expiring on 30 April 2015)
The terms and conditions of the Class I Incentive Options ("Incentive
Options") are set out below:
1. General
1.1 No monies will be payable for the issue of the Incentive Options.
1.2 A certificate will be issued for the Incentive Options.
1.3 The Incentive Options shall expire at 5pm WST on 30 April 2015
("Expiry Date").
1.4 Each Incentive Option shall carry the right, subject to any
Shareholder approval required under the Corporations Act or the ASX
Listing Rules, to subscribe for one fully paid ordinary share in
the Company ("Share").
1.5 Incentive Options may be exercised in whole or in part in parcels.
An exercise of only some Incentive Options shall not affect the
rights of the party holding the option ("Optionholder"), to the
balance of the Incentive Options held by the Optionholder.
1.6 The Incentive Options have an exercise price that is 130% of the
volume weighted average market price of the Company`s Shares,
calculated over the last 5 days on which sales in the Company`s
Shares were recorded before the date of the Company`s 2012 Annual
General Meeting each ("Exercise Price").
1.7 The Exercise Price for the Incentive Options shall be payable in
full on exercise of those Incentive Options.
1.8 Subject to clause 2.2 the Incentive Options may be exercised by the
Optionholder at any time after their grant and before the Expiry
Date.
1.9 Incentive Options are only exercisable by the delivery to the
registered office of the Company of a notice in writing. The notice
must specify the number of Incentive Options being exercised and
must be accompanied by:
(a) the option certificate for those Incentive Options, for
cancellation by the Company; and
(b) payment for the Exercise Price for each Share to be issued on
exercise of the Incentive Options specified in the notice.
The notice is only effective (and only becomes effective) when the
Company has received value for the full amount of the Exercise Price
(for example, if the Exercise Price is paid by cheque, by clearance of
that cheque) by the Expiry Date.
1.10 The Company shall allot the resultant Shares and deliver the
holding statements within 10 Business Days of the exercise of the
Incentive Options.
1.11 Incentive Options may be exercised into Shares to be held in the
name of the Optionholder`s nominee.
1.12 The Incentive Options are not transferable and it is not intended
that an application will be made to ASX for the quotation of the
Incentive Options.
1.13 Shares allotted pursuant to an exercise of Incentive Options shall
rank, from the date of allotment, equally with existing Shares of
the Company in all respects.
1.14 The Company shall, in accordance with the Listing Rules, make
application to have Shares allotted pursuant to an exercise of
Incentive Options listed for Official Quotation on the ASX, if the
Company is listed on the ASX at the time.
1.15 The Optionholder is not entitled to participate in any new issue of
securities to existing holders of Shares in the Company unless the
Optionholder exercises the Incentive Options before the record date
for the determination of entitlements to the new issue of
securities and participates as a result of being holders of Shares.
The Company must give the Optionholder, in accordance with the
Listing Rules, notice of any new issue of securities before the
record date for determining entitlements to the new issue.
1.16 If there is a bonus share issue ("Bonus Issue") to the holders of
Shares, the number of Shares over which an Incentive Option is
exercisable will be increased by the number of Shares which the
Optionholder would have received if the Incentive Option had been
exercised before the record date for the Bonus Issue ("Bonus
Shares"). The Bonus Shares must be paid up by the Company out of
the profits or reserves (as the case may be) in the same manner as
was applied in the Bonus Issue and upon issue rank pari passu in
all respects with the other shares of that class on issue at the
date of issue of the Bonus Shares.
1.17 If there is a pro rata issue (other than a Bonus Issue) to the
holders of Shares during the currency of, and prior to the exercise
of any Incentive Options, the Exercise Price of an Incentive Option
and the number of Shares over which the Incentive Options are
exercisable will not be adjusted.
1.18 If, prior to the expiry of any Incentive Options, there is a
reorganisation of the issued capital of the Company, then the
rights of the Optionholder (including the number of Incentive
Options to which each a Optionholder is entitled and the Exercise
Price) is changed to the extent necessary to comply with the
Listing Rules applying to a reorganisation of capital at the time
of the reorganisation.
1.19 The Incentive Options will not give any right to participate in
dividends until Shares are allotted pursuant to the exercise of the
relevant Incentive Options.
2. Lapse of Incentive Options
2.1 Incentive Options not validly exercised on or before the Expiry
Date will automatically lapse.
2.2 If at any time prior to the Expiry Date an Optionholder dies, the
deceased Optionholder`s Legal Personal Representative may:
(a) elect to be registered as the new holder of the deceased
Optionholder`s Incentive Options;
(b) whether or not he or she becomes so registered, exercise those
Incentive Options in accordance with and subject to these
terms as if he were the Optionholder of them; and
(c) if the deceased Optionholder had already given the Company a
notice of exercise of his or her Incentive Options, pay the
Exercise Price in respect of those Incentive Options.
2.3 The Incentive Options will immediately lapse if the Optionholder
resigns as a director or Company Secretary of the Company, or is
removed from the Board of the Company for any reason.
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
02 May 2012
Date: 02/05/2012 11:45:01 Supplied by www.sharenet.co.za
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