Ann: Tawana & Alliance to Merge and Capital Raising & SIA, page-17

Spin
-
out Transaction
Tawana announced on 22 March 2018 its intention to seek Tawana Shareholder approval to restructure its assets
in order to focus on the Bald Hill Project (
Spin
-
out Transaction
). As part
of the Spin
-
out Transaction, Tawana
will transfer its interests in the Cowan Lithium Project and the Yallari Lithium Project in Western Australia, and
the Mofe Creek Iron Ore Project in Liberia into a wholly owned public company (
SpinCo
) before undertaking
a
capital and distribution by way of in‐specie distribution of 85% of all SpinCo shares to Tawana Shareholders.
Subject to Tawana Shareholder approval, the Spin
-
out Transaction is envisaged to complete by June 2018
.
The Merger and the Spin
-
out Transac
tion are independent of each other and are not inter
-
conditional.
It is
expected that the Spin
-
out Transaction will be completed prior to implementation of the Merger.