TAWANA RESOURCES NL - Notice of Annual General Meeting

2017-04-21 13:38:00

TAW 201704210024A
Notice of Annual General Meeting

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”)


NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:

TIME:            10.30am

DATE:            23 May 2017

PLACE:           Quest West Perth, 54 Kings Park Road, West Perth WA 6005


 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 vote at the Meeting are those who
 are registered Shareholders at 10.30am on 21 May 2017.



21 April 2017

Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
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 2016 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, with or without amendment, 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 2016.”

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

     Voting Prohibition Statement:
     A vote on this Resolution must not be cast (in any capacity) by or on behalf of either 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.

     However, a person (the voter) described above may cast a vote on this Resolution as a
     proxy if the vote is not cast on behalf of a person described above and either:
     (a)        the voter is appointed as a proxy by writing that specifies the way the proxy is to
                vote on this Resolution; or
     (b)        the voter is the Chair and the appointment of the Chair as proxy:
                (i)       does not specify the way the proxy is to vote on this Resolution; and
                (ii)      expressly authorises the Chair to exercise the proxy even though this
                          Resolution 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, with or without amendment, the following
     resolution as an ordinary resolution:

           “That, for the purpose of clause 11.3 of the Constitution and for all other
           purposes, Robert Benussi, a Director, retires by rotation, and being eligible,
           is re-elected as a Director.”

4.   RESOLUTION 3 – ELECTION OF DIRECTOR – MARK CALDERWOOD

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

           “That, for the purpose of clause 11.6 of the Constitution, ASX Listing Rule
           14.4 and for all other purposes, Mark Calderwood, a Director who was


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           appointed casually on 11 July 2016, retires, and being eligible, is elected as
           a Director.”

5.   RESOLUTION 4 – APPROVAL OF 10% PLACEMENT CAPACITY

     To consider and, if thought fit, to pass the following resolution as a special
     resolution:

           “That, for the purposes of Listing Rule 7.1A and for all other purposes,
           approval is given for the Company to issue up to that number of Equity
           Securities equal to 10% of the issued capital of the Company at the time of
           issue, calculated in accordance with the formula prescribed in ASX Listing
           Rule 7.1A.2 and otherwise on the terms and conditions set out in the
           Explanatory Statement.”

     Voting Exclusion: The Company will disregard any votes cast on this Resolution by any
     person who may participate in the issue of Equity Securities under this Resolution and a
     person who might obtain a benefit, except a benefit solely in the capacity of a holder of
     ordinary securities, if the Resolution is passed and any associates of those persons.
     However, the Company will 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 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 – RATIFICATION OF PRIOR ISSUE – ACQUISITION SHARES

     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 7.4 and for all other purposes,
           Shareholders ratify the issue of 7,092,198 Shares on the terms and
           conditions set out in the Explanatory Statement.”

     Voting Exclusion: The Company will disregard any votes cast on this Resolution by 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 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 – RATIFICATION OF PRIOR ISSUE – LEAD MANAGER SHARES

     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 7.4 and for all other purposes,
           Shareholders ratify the issue of 1,500,000 Shares on the terms and
           conditions set out in the Explanatory Statement.”

     Voting Exclusion: The Company will disregard any votes cast on this Resolution by 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 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.
8.    RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE – PLACEMENT OPTIONS

      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 7.4 and for all other purposes,
            Shareholders ratify the issue of 2,500,000 Options on the terms and
            conditions set out in the Explanatory Statement.”

      Voting Exclusion: The Company will disregard any votes cast on this Resolution by 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 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.

9.    RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE – CANACCORD OPTIONS

      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 7.4 and for all other purposes,
            Shareholders ratify the issue of 9,000,000 Options on the terms and
            conditions set out in the Explanatory Statement.”

      Voting Exclusion: The Company will disregard any votes cast on this Resolution by 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 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.

10.   RESOLUTION 9 – ISSUE OF OPTIONS TO RELATED PARTY – MICHAEL NAYLOR

      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 10.11 and for all other purposes,
            approval is given for the Company to issue 1,000,000 Options to Michael
            Naylor (or his nominee) on the terms and conditions set out in the
            Explanatory Statement.”

      Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution
      by Michael Naylor (or his nominee) and any of their associates. 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 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.

      Voting Prohibition Statement:
      A person appointed as a proxy must not vote, on the basis of that appointment, on this
      Resolution if:
      (a)      the proxy is either:
               (i)       a member of the Key Management Personnel; or
               (ii)      a Closely Related Party of such a member; and
      (b)      the appointment does not specify the way the proxy is to vote on this
               Resolution.
      However, the above prohibition does not apply if:
      (a)      the proxy is the Chair; and
         (b)       the appointment expressly authorises the Chair to exercise the proxy even
                   though this Resolution is connected directly or indirectly with remuneration of a
                   member of the Key Management Personnel.

11.      RESOLUTION 10 – ISSUE OF OPTIONS TO RELATED PARTY – ROBERT BENUSSI

         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 10.11 and for all other purposes,
               approval is given for the Company to issue 500,000 Options to Robert
               Benussi (or his nominee) on the terms and conditions set out in the
               Explanatory Statement.”

         Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution
         by Robert Benussi (or his nominee) and any of their associates. 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 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.

         Voting Prohibition Statement:
         A person appointed as a proxy must not vote, on the basis of that appointment, on this
         Resolution if:
         (a)      the proxy is either:
                  (i)       a member of the Key Management Personnel; or
                  (iii)     a Closely Related Party of such a member; and
         (b)      the appointment does not specify the way the proxy is to vote on this
                  Resolution.
         However, the above prohibition does not apply if:
         (a)      the proxy is the Chair; and
         (b)      the appointment expressly authorises the Chair to exercise the proxy even
                  though this Resolution is connected directly or indirectly with remuneration of a
                  member of the Key Management Personnel.



Dated: 21 April 2017

By order of the Board




Michael Naylor
Executive Director and Company Secretary


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.
Shareholders and their proxies should be aware that changes to the Corporations Act made in
2011 mean that:
-        if proxy holders vote, they must cast all directed proxies as directed; and
-        any directed proxies which are not voted will automatically default to the Chair, who
         must vote the proxies as directed.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact
the Company Secretary on +61 8 9489 2600.
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 2016 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.

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. However, such a resolution is advisory only and does not bind
        the company or the directors of 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 a financial year.

        The chair of the meeting must allow a reasonable opportunity for its shareholders
        to ask questions about or make comments on the remuneration report at the
        annual general meeting.

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.


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      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.

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 24 May 2016, retires by rotation and seeks re-election.

3.2   Qualifications and other material directorships

      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 does not hold other directorships in listed companies.

3.3   Independence

      If elected the board considers Mr Benussi will be an independent director.

3.4   Board recommendation

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

4.    RESOLUTION 3 – ELECTION OF DIRECTOR – MARK CALDERWOOD

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 Calderwood, having been appointed by other Directors on 11 July 2016 in
      accordance with the Constitution, will retire in accordance with the Constitution
      and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.
4.2   Qualifications and other material directorships

      Mr Calderwood has extensive experience in mineral exploration and production
      management, is an authority on pegmatites and was a co-author of the
      ‘Pegmatites of Western Australia”. Mr Calderwood was CEO of Perseus Mining
      Limited for 9 years and is currently non-executive director of three junior gold
      explorers.

4.3   Independence

      Mr Calderwood is the Managing Director of Tawana and hence if elected the
      board does not consider Mr Calderwood will be an independent director.

4.4   Board recommendation

      The Board supports the re-election of Mr Calderwood and recommends that
      Shareholders vote in favour of Resolution 3.

5.    RESOLUTION 4 – APPROVAL OF 10% PLACEMENT CAPACITY

5.1   General

      ASX Listing Rule 7.1A provides that an Eligible Entity (as defined below) may seek
      shareholder approval by special resolution passed at an annual general
      meeting to have the capacity to issue up to that number of Equity Securities (as
      defined below) equal to 10% of its issued capital (10% Placement Capacity)
      without using that company’s existing 15% annual placement capacity granted
      under ASX Listing Rule 7.1.

      An Eligible Entity is one that, as at the date of the relevant annual general
      meeting:

      (a)       is not included in the S&P/ASX 300 Index; and

      (b)       has a maximum market capitalisation (excluding restricted securities
                and securities quoted on a deferred settlement basis) of $300,000,000.

      As at the date of this Notice, the Company is an Eligible Entity as it is not
      included in the S&P/ASX 300 Index and has a current market capitalisation of
      $106,992,956 (based on the number of Shares on issue and the closing price of
      Shares on the ASX on 11 April 2017).

      An Equity Security is a share, a unit in a trust, a right to a share or unit in a trust or
      option, an option over an issued or unissued security, a convertible security, or,
      any security that ASX decides to classify as an equity security.

      Any Equity Securities issued under the 10% Placement Capacity must be in the
      same class as an existing class of quoted Equity Securities.

      As at the date of this Notice, the Company currently has one class of quoted
      Equity Securities on issue, being the Shares (ASX Code: TAW).

      If Shareholders approve Resolution 4, the number of Equity Securities the
      Company may issue under the 10% Placement Capacity will be determined in
      accordance with the formula prescribed in ASX Listing Rule 7.1A.2.
      Resolution 4 is a special resolution. Accordingly, at least 75% of votes cast by
      Shareholders present and eligible to vote at the Meeting must be in favour of
      Resolution 4 for it to be passed.

5.2   Technical information required by ASX Listing Rule 7.1A

      Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below
      is provided in relation to this Resolution 4:

      (a)     Minimum Price

              The minimum price at which the Equity Securities may be issued is 75% of
              the volume weighted average price of Equity Securities in that class,
              calculated over the 15 ASX trading days on which trades in that class
              were recorded immediately before:

              (i)      the date on which the price at which the Equity Securities are
                       to be issued is agreed; or

              (ii)     if the Equity Securities are not issued within 5 ASX trading days of
                       the date in section 5.2(a)(i), the date on which the Equity
                       Securities are issued.

      (b)     Date of Issue

              The Equity Securities may be issued under the 10% Placement Capacity
              commencing on the date of the Meeting and expiring on the first to
              occur of the following:

              (i)      12 months after the date of this Meeting; and

              (ii)     the date of approval by Shareholders of any transaction under
                       ASX Listing Rules 11.1.2 (a significant change to the nature or
                       scale of the Company’s activities) or 11.2 (disposal of the
                       Company’s main undertaking) (after which date, an approval
                       under Listing Rule 7.1A ceases to be valid),

              (10% Placement Capacity Period).

      (c)     Risk of voting dilution

              Any issue of Equity Securities under the 10% Placement Capacity will
              dilute the interests of Shareholders who do not receive any Shares under
              the issue.

              If Resolution 4 is approved by Shareholders and the Company issues the
              maximum number of Equity Securities available under the 10%
              Placement Capacity, the economic and voting dilution of existing
              Shares would be as shown in the table below.

              The table below shows the dilution of existing Shareholders calculated in
              accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the
              basis of the market price of Shares and the number of Equity Securities
              on issue as at 11 April 2017.

              The table also shows the voting dilution impact where the number of
              Shares on issue (Variable A in the formula) changes and the economic
dilution where there are changes in the issue price of Shares issued
under the 10% Placement Capacity.

   Number of
   Shares on                                         Dilution
     Issue
 (Variable ‘A’       Issue Price           $0.14                $0.28            $0.42
 in ASX Listing      (per Share)
                                     50% decrease          Issue Price      50% increase
  Rule 7.1A2)                         in Issue Price                        in Issue Price
                       Shares
                    issued - 10%        38,211,770         38,211,770         38,211,770
     382,117,700
                        voting            Shares             Shares             Shares
      (Current         dilution
     Variable A)
                    Funds raised        $5,349,648         $10,699,296       $16,048,944
                       Shares
     573,176,550    issued - 10%        57,317,655         57,317,655         57,317,655
        (50%            voting            Shares             Shares             Shares
     increase in       dilution
     Variable A)
                    Funds raised        $8,024,471         $16,048,943       $24,073,415
                       Shares
     764,235,400    issued - 10%        76,423,540         76,423,540         76,423,540
        (100%           voting            Shares             Shares             Shares
     increase in       dilution
     Variable A)
                    Funds raised       $10,699,295         $21,398,591       $32,097,886

*The number of Shares on issue (Variable A in the formula) could increase as a result
of the issue of Shares that do not require Shareholder approval (such as under a pro-
rata rights issue or scrip issued under a takeover offer) or that are issued with
Shareholder approval under Listing Rule 7.1.
The table above uses the following assumptions:
1.    There are currently 382,117,700 Shares on issue;
2.    The issue price set out above is the closing price of the Shares on the ASX on 11
      April 2017.
3.    The Company issues the maximum possible number of Equity Securities under
      the 10% Placement Capacity.
4.    The Company has not issued any Equity Securities in the 12 months prior to the
      Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with
      approval under ASX Listing Rule 7.1.
5.    The issue of Equity Securities under the 10% Placement Capacity consists only of
      Shares. It is assumed that no Options are exercised into Shares before the date
      of issue of the Equity Securities.
6.    The calculations above do not show the dilution that any one particular
      Shareholder will be subject to. All Shareholders should consider the dilution
      caused to their own shareholding depending on their specific circumstances.
7.    This table does not set out any dilution pursuant to approvals under ASX Listing
      Rule 7.1.
8.    The 10% voting dilution reflects the aggregate percentage dilution against the
      issued share capital at the time of issue. This is why the voting dilution is shown in
      each example as 10%.
9.    The table does not show an example of dilution that may be caused to a
      particular Shareholder by reason of placements under the 10% Placement
      Capacity, based on that Shareholder’s holding at the date of the Meeting.
      Shareholders should note that there is a risk that:

      (i)     the market price for the Company’s Shares may be significantly
              lower on the issue date than on the date of the Meeting; and

      (ii)    the Shares may be issued at a price that is at a discount to the
              market price for those Shares on the date of issue.

(d)   Purpose of Issue under 10% Placement Capacity

      The Company may issue Equity Securities under the 10% Placement
      Capacity for the following purposes:

      (i)     as cash consideration in which case the Company intends to
              use funds raised for the acquisition of new resources, assets and
              investments (including expenses associated with such an
              acquisition), continued exploration expenditure, development
              and/or construction on the Company’s current assets and
              Project (funds would then be used for project, feasibility studies
              and ongoing project administration), general working capital;
              or

      (ii)    as non-cash consideration for the acquisition of new resources
              assets and investments, in such circumstances the Company will
              provide a valuation of the non-cash consideration as required
              by listing Rule 7.1A.3.

      The Company will comply with the disclosure obligations under Listing
      Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

(e)   Allocation policy under the 10% Placement Capacity

      The recipients of the Equity Securities to be issued under the 10%
      Placement Capacity have not yet been determined. However, the
      recipients of Equity Securities could consist of current Shareholders or
      new investors (or both), none of whom will be related parties of the
      Company.

      The Company will determine the recipients at the time of the issue under
      the 10% Placement Capacity, having regard to the following factors:

      (i)     the purpose of the issue;

      (ii)    alternative methods for raising funds available to the Company
              at that time, including, but not limited to, an entitlement issue or
              other offer where existing Shareholders may participate;

      (iii)   the effect of the issue of the Equity Securities on the control of
              the Company;

      (iv)    the circumstances of the Company, including, but not limited
              to, the financial position and solvency of the Company;

      (v)     prevailing market conditions; and

      (vi)    advice from corporate, financial and broking advisers (if
              applicable).
                Further, if the Company is successful in acquiring new resources, assets
                or investments, it is likely that the recipients under the 10% Placement
                Capacity will be vendors of the new resources, assets or investments.

      (f)       Previous approval under ASX Listing Rule 7.1A

                The Company did not previously obtain approval from its Shareholders
                pursuant to ASX Listing Rule 7.1A at its annual general meeting held on
                24 May 2016 (Previous Approval). As such, the Company has not issued
                any Equity Securities pursuant to the Previous Approval.

                During the 12 month period preceding the date of the Meeting, being
                on and from 23 May 2016, the Company otherwise issued a total of
                308,354,950 Shares and 23,375,000 Options which represents
                approximately 443% of the total diluted number of Equity Securities on
                issue in the Company on 23 May 2016, which was 74,887,751.

                Further details of the issues of Equity Securities by the Company during
                the 12 month period preceding the date of the Meeting are set out in
                Schedule 1.

      (g)       Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

                When the Company issues Equity Securities pursuant to the 10%
                Placement Capacity, it must give to ASX:

                (i)      a list of the recipients of the Equity Securities and the number of
                         Equity Securities issued to each (not for release to the market),
                         in accordance with Listing Rule 7.1A.4; and

                (ii)     the information required by Listing Rule 3.10.5A for release to the
                         market.

5.3   Voting Exclusion

      A voting exclusion statement is included in this Notice. As at the date of this
      Notice, the Company has not invited any existing Shareholder to participate in
      an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing
      Shareholders will be excluded from voting on Resolution 4.

6.    RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE – ACQUISITION SHARES

6.1   General

      On 27 March 2017, the Company issued 7,092,198 Shares (Acquisition Shares) at
      a deemed issue price of $0.141 per Share in consideration for the acquisition of
      the Cowan and Yallari Lithium Projects as announced on 6 March 2017.

      Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the
      issue of those Acquisition Shares (First Ratification).

      ASX Listing Rule 7.1 provides that a company must not, subject to specified
      exceptions, issue or agree to issue more equity securities during any 12 month
      period than that amount which represents 15% of the number of fully paid
      ordinary securities on issue at the commencement of that 12 month period.

      ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that
      where a company in general meeting ratifies the previous issue of securities
      made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did
      not breach ASX Listing Rule 7.1) those securities will be deemed to have been
      made with shareholder approval for the purpose of ASX Listing Rule 7.1.

      By ratifying this issue, 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.

6.2   Technical information required by ASX Listing Rule 7.4

      Pursuant to and in accordance with ASX Listing Rule 7.5, the following
      information is provided in relation to the First Ratification:

      (a)       7,092,198 Acquisition Shares were issued;

      (b)       the deemed issue price was $0.141 per Acquisition Share;

      (c)       the Acquisition Shares issued were all fully paid ordinary shares in the
                capital of the Company issued on the same terms and conditions as the
                Company’s existing Shares other than 3,546,099 Acquisition Shares which
                are subject to a voluntary 12 month trading restriction;

      (d)       the Acquisition Shares were issued to the vendors of the Cowan and
                Yallari Lithium Projects. None of these parties are related parties of the
                Company; and

      (e)       no funds raised from this issue rather the issue was in consideration for
                the acquisition of the Cowan and Yallari Lithium Projects.

7.    RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE – LEAD MANAGER SHARES

7.1   General

      On 24 August 2016, the Company issued 1,500,000 Shares (Lead Manager
      Shares) to Canaccord Genuity (Australia) Pty Ltd (Canaccord) at a deemed
      issue price of $0.025 per Share in consideration for lead manager services
      provided in relation to the capital raising as announced on 11 July 2016 to raise
      $1,750,000 (Capital Raising).

      Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the
      issue of those Lead Manager Shares (Second Ratification).

      A summary of ASX Listing Rules 7.1 and 7.4 is set out in section 6.1 above.

      By ratifying this issue, 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.

7.2   Technical information required by ASX Listing Rule 7.4

      Pursuant to and in accordance with ASX Listing Rule 7.5, the following
      information is provided in relation to the Second Ratification:

      (a)       1,500,000 Lead Manager Shares were issued;

      (b)       the deemed issue price was $0.025 per Lead Manager Share;
      (c)       the Lead Manager Shares issued were all fully paid ordinary shares in the
                capital of the Company issued on the same terms and conditions as the
                Company’s existing Shares;

      (d)       the Lead Manager Shares were issued to Canaccord, who is not a
                related party of the Company; and

      (e)       no funds raised from this issue rather the issue was in consideration for
                lead manager services provided in relation to the Capital Raising.

8.    RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE – PLACEMENT OPTIONS

8.1   General

      On 16 June 2016, the Company issued 2,500,000 Options exercisable at $0.035
      on or before 14 June 2018 (Placement Options) to Canaccord in consideration
      for lead manager services provided in relation to the placement of the shortfall
      shares as a result of the Company’s 1 for 1 non-renounceable rights issue as
      announced on 4 May 2016 (Rights Issue).

      Resolution 7 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the
      issue of those Placement Options (Third Ratification).

      A summary of ASX Listing Rules 7.1 and 7.4 is set out in section 6.1 above.

      By ratifying this issue, 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.

8.2   Technical information required by ASX Listing Rule 7.4

      Pursuant to and in accordance with ASX Listing Rule 7.5, the following
      information is provided in relation to the Third Ratification:

      (a)       2,500,000 Placement Options were issued;

      (b)       the Placement Options were issued on the terms and conditions set out
                in Schedule 2;

      (c)       the Placement Options were issued to Canaccord, who is not a related
                party of the Company; and

      (d)       no funds raised from this issue rather the issue was in consideration for
                services provided in relation to the placement of the shortfall pursuant
                to the Rights Issue.

9.    RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE – CANACCORD OPTIONS

9.1   General

      On 12 April 2017, the Company issued 9,000,000 Options to Canaccord in
      consideration for corporate advisory services, as follows:

      (a)       3,000,000 Options exercisable at $0.20 on or before 12 April 2020;

      (b)       3,000,000 Options exercisable at $0.25 on or before 12 April 2020; and

      (c)       3,000,000 Options exercisable at $0.30 on or before 12 April 2020,
       and otherwise on the terms and conditions set out in Schedule 3 (together, the
       Canaccord Options).

       Resolution 8 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the
       issue of those Canaccord Options (Fourth Ratification).

       A summary of ASX Listing Rules 7.1 and 7.4 is set out in section 6.1 above.

       By ratifying this issue, 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.

9.2    Technical information required by ASX Listing Rule 7.4

       Pursuant to and in accordance with ASX Listing Rule 7.5, the following
       information is provided in relation to the Fourth Ratification:

       (a)       9,000,000 Canaccord Options were issued;

       (b)       the Canaccord Options were issued on the terms and conditions set out
                 in Schedule 3;

       (c)       the Canaccord Options were issued to Canaccord, who is not a related
                 party of the Company; and

       (d)       no funds raised from this issue rather the issue was in consideration for
                 services provided in relation to corporate advisory services.

10.    RESOLUTIONS 9 AND 10 – ISSUE OF OPTIONS TO RELATED PARTIES

10.1   General

       The Company has agreed, subject to obtaining Shareholder approval, to issue
       1,500,000 Options (Related Party Options) to Michael Naylor and Robert Benussi
       (or their nominees) (Related Parties) on the terms and conditions set out below.

       Resolutions 9 and 10 seeks Shareholder approval for the grant of the Related
       Party Options to the Related Parties.

10.2   Chapter 2E of the Corporations Act

       For a public company, or an entity that the public company controls, to give a
       financial benefit to a related party of the public company, the public company
       or entity must:

       (a)       obtain the approval of the public company’s members in the manner
                 set out in sections 217 to 227 of the Corporations Act; and

       (b)       give the benefit within 15 months following such approval,

       unless the giving of the financial benefit falls within an exception set out in
       sections 210 to 216 of the Corporations Act.

       The grant of the Related Party Options constitutes giving a financial benefit and
       Messrs Naylor and Benussi are related parties of the Company by virtue of being
       Directors.
       The Directors (other than Mr Naylor who has a material personal interest in the
       Resolution 9 and Mr Benussi who has a material personal interest in Resolution 10)
       consider that Shareholder approval pursuant to Chapter 2E of the Corporations
       Act is not required in respect of the grant of Related Party Options because the
       agreement to grant the Related Party Options is considered reasonable
       remuneration in the circumstances and was negotiated on an arm’s length
       basis.

10.3   ASX Listing Rule 10.11

       ASX Listing Rule 10.11 also requires shareholder approval to be obtained where
       an entity issues, or agrees to issue, securities to a related party, or a person
       whose relationship with the entity or a related party is, in ASX’s opinion, such that
       approval should be obtained unless an exception in ASX Listing Rule 10.12
       applies.

       As the grant of the Related Party Options involves the issue of securities to a
       related party of the Company, Shareholder approval pursuant to ASX Listing Rule
       10.11 is required unless an exception applies. It is the view of the Directors that
       the exceptions set out in ASX Listing Rule 10.12 do not apply in the current
       circumstances.

10.4   Technical Information required by ASX Listing Rule 10.13

       Pursuant to and in accordance with ASX Listing Rule 10.13, the following
       information is provided in relation to Resolutions 9 and 10:

       (a)     the Related Party Options will be granted to Messrs Naylor and Benussi
               (or their nominees);

       (b)     the number of Related Party Options to be issued is 1,500,000, as follows:

               (i)      1,000,000 Related Party Options to Mr Naylor (or his nominee)
                        and

               (ii)     500,000 Related Party Options to Mr Benussi (or his nominee);

       (c)     the Related Party Options will be granted no later than 1 month 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) and it is
               intended that issue of the Options will occur on the same date;

       (d)     the Related Party Options will be issued for nil cash consideration,
               accordingly no funds will be raised; and

       (e)     the terms and conditions of the Related Party Options are set out in
               Schedule 4.

       Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the
       Related Party Options as approval is being obtained under ASX Listing Rule
       10.11. Accordingly, the grant of Related Party Options to the Related Parties (or
       their nominees) will not be included in the use of the Company’s 15% annual
       placement capacity pursuant to ASX Listing Rule 7.1.
GLOSSARY

$ means Australian dollars.

10% Placement Capacity has the meaning given in Section 5.1.

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

ASIC means the Australian Securities & Investments Commission.

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.

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).

Canaccord Option means an Option granted pursuant to Resolution 8 with the terms and
conditions set out in Schedule 3.

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.

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.

Eligible Entity means an entity that, at the date of the relevant general meeting:

(a)     is not included in the S&P/ASX 300 Index; and
(b)     has a maximum market capitalisation (excluding restricted securities and
        securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible
security and any security that ASX decides to classify as an Equity Security.

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.

Optionholder means a holder of an Option or Related Party Option as the context
requires.

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

Placement Option means an Option granted pursuant to Resolution 7 with the terms and
conditions set out in Schedule 2.

Proxy Form means the proxy form accompanying the Notice.

Related Party Option means an Option granted pursuant to Resolutions 9 and 10 with the
terms and conditions set out in Schedule 4.

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 2016.

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.

Variable A means “A” as set out in the formula in ASX Listing Rule 7.1A(2).

WST means Western Standard Time as observed in Perth, Western Australia.
SCHEDULE 1 – ISSUES OF EQUITY SECURITIES SINCE 23 MAY 2016

Date            Quantity      Class        Recipients         Issue price and        Form of consideration
                                                            discount to Market
                                                                  Price (if
                                                                applicable)1

Issue – 12      3,000,000   Unquoted      Canaccord         No issue price (non     Consideration: issued to
April 2017                  Options11                       cash consideration)   Canaccord as consideration
                                                                                    for corporate advisory
Appendix                                                                                   services
3B – 13 April
2017                                                                               Current value15 = $746,286

Issue – 12      3,000,000   Unquoted      Canaccord         No issue price (non     Consideration: issued to
April 2017                  Options12                       cash consideration)   Canaccord as consideration
                                                                                    for corporate advisory
Appendix                                                                                   services
3B –13 April
2017                                                                               Current value15 = $734,743

Issue – 12      3,000,000   Unquoted      Canaccord         No issue price (non     Consideration: issued to
April 2017                  Options13                       cash consideration)   Canaccord as consideration
                                                                                    for corporate advisory
Appendix                                                                                   services
3B – 13 April
2017                                                                               Current value15 = $724,579

Issue – 27      7,092,198    Shares2     The vendors of     No issue price (non   Consideration: consideration
March 2017                              the Cowan and       cash consideration)     for the acquisition of the
                                          Yallari Lithium                          Cowan and Yallari Lithium
Appendix                                    Projects                                         Projects
3B – 27
March 2017                                                                        Current value15 = $1,985,815

Issue – 27      500,000     Unquoted    Employees and       No issue price (non    Consideration: issued to
March 2017                   Options3     consultants in    cash consideration)   employees pursuant to the
                                          accordance                                        Plan
Appendix                                    with the
3B – 27                                    Company’s                               Current value15 = $115,673
March 2017                                 Employee
                                             Option
                                         Incentive Plan

Issue – 27      1,500,000   Unquoted    Employees and       No issue price (non    Consideration: issued to
March 2017                   Options4    consultants in     cash consideration)   employees pursuant to the
                                         accordance                                         Plan
Appendix                                 with the Plan
3B – 27                                                                            Current value15 = $376,854
March 2017

Issue – 27      750,000     Unquoted    Employees and       No issue price (non    Consideration: issued to
March 2017                   Options5    consultants in     cash consideration)   employees pursuant to the
                                         accordance                                         Plan
Appendix                                 with the Plan
3B – 27                                                                            Current value15 = $188,603
March 2017

Issue – 27      500,000     Unquoted    Employees and       No issue price (non    Consideration: issued to
March 2017                   Options6    consultants in     cash consideration)   employees pursuant to the
                                         accordance                                         Plan
Appendix                                 with the Plan
3B – 27                                                                            Current value15 = $122,831
March 2017

Issue – 6       2,625,000   Unquoted    Employees and       No issue price (non    Consideration: issued to
January                      Options7    consultants in     cash consideration)   employees pursuant to the
2017                                     accordance                                         Plan
                                         with the Plan
Appendix                                                                           Current value15 = $661,302
3B – 6
January
2017

Issue – 5       3,171,000    Shares2     Sophisticated        $0.12 per Share      Amount raised = $380,520
January                                 and professional    (discount of 14.3%)
2017                                       investors                                  Amount spent = $0

Appendix                                                                                  Use of funds:
3B – 5                                                                            N/A – no funds spent to date
January                                                                       Amount remaining = $380,520
2017
                                                                              Proposed use of remaining
                                                                                           funds5
                                                                               to advance the Bald Hill
                                                                              Project and Cowan Lithium
                                                                                Project including further
                                                                               drilling, metallurgical test
                                                                               work, engineering studies
                                                                              and potential development
                                                                                         scenarios

Issue – 30   27,200,175   Shares2    Sophisticated       $0.12 per Share       Amount raised = $3,264,021
December                            and professional   (discount of 20.2%)
2016                                  investors as                              Amount spent = $644,541
                                    announced on                                       Use of funds:
Appendix                              26 October
3B – 30                                                                        to advance the Bald Hill
                                         2016                                 Project and Cowan Lithium
December
2016                                                                            Project including further
                                                                               drilling, metallurgical test
                                                                               work, engineering studies
                                                                              and potential development
                                                                                         scenarios
                                                                                  Amount remaining =
                                                                                     $2,619,480
                                                                              Proposed use of remaining
                                                                                           funds14
                                                                               to advance the Bald Hill
                                                                              Project and Cowan Lithium
                                                                                Project including further
                                                                               drilling, metallurgical test
                                                                               work, engineering studies
                                                                              and potential development
                                                                                         scenarios.

Issue – 30   50,000,000   Shares2      Vendors of      No issue price (non    Consideration: consideration
December                            Lithco No 2 Pty    cash consideration)      for the vendors of Lithco
2016                                   Ltd (Lithco)
                                                                              Current value15 = $14,000,000
Appendix
3B – 30
December
2016

Issue – 24   1,000,000    Shares2     Issued upon        $0.06 per Share        Amount raised = $60,000
November                               exercise of     (discount of 29.4%)
2016                                     Options                                Amount spent = $60,000

Appendix                                                                      Use of funds: working capital
3B – 25                                                                         Amount remaining = $0
November
2016

Issue – 1    29,628,826   Shares2    Sophisticated       $0.12 per Share       Amount raised = $3,555,459
November                            and professional   (discount of 17.24%)
2016                                  investors as                             Amount spent = $3,555,459
                                    announced on                                       Use of funds:
Appendix                              26 October
3B – 1                                                                         to advance the Bald Hill
                                         2016                                 Project and Cowan Lithium
November
2016                                                                            Project including further
                                                                               drilling, metallurgical test
                                                                               work, engineering studies
                                                                              and potential development
                                                                                         scenarios
                                                                                Amount remaining = $0

Issue – 29   5,000,000    Shares2      Vendors of      No issue price (non    Consideration: consideration
September                            Lithium Africa    cash consideration)     for the vendors of Lithium
2016                                No 1 Pty Ltd as                                Africa No 1 Pty Ltd
                                    announced on
Appendix                            23 September                              Current value15 = $1,400,000
3B – 30                                    2016
September
2016

Issue – 24   50,380,000   Shares2   Professional and    $0.025 per Share       Amount raised = $1,259,500
August                                    sophisticated      (discount of 73.7%)    Amount spent = $1,259,500
2016                                        investors
                                           pursuant to                                     Use of funds:
Appendix                                tranche 2 of the                           exploration programs on the
3B – 24                                    Company’s                               Mount Belches Projects and
August                                    capital raising                            General working Capital
2016                                    of $1,750,000 as
                                                                                      Amount remaining = $0
                                        approved on 23
                                           August 2016

Issue – 24     40,000,000    Shares2    Vendors of Mt        No issue price (non   Consideration: consideration
August                                  Belches Pty Ltd      cash consideration)   for the vendors of Mt Belches
2016                                                                                          Pty Ltd
Appendix                                                                           Current value15 = $11,200,000
3B – 24
August
2016

Issue – 24     1,500,000     Shares2    Lead Manager         No issue price (non   Consideration: consideration
August                                        to the         cash consideration)   for lead manager services in
2016                                      Company’s                                  relation to the Placement
                                         capital raising
Appendix                                of $1,750,000 as                            Current value15 = $420,000
3B – 24                                 approved on 23
August                                    August 2016
2016                                      (Placement)

Issue – 24     3,000,000    Unquoted       Issued to         No issue price (non      Consideration: issued to
August                       Options8     Directors in       cash consideration)   Directors pursuant to the Plan
2016                                     accordance
                                         with the Plan                              Current value15 = $789,024
Appendix
3B – 24
A