Tawana Resources NL (ASX:TAW) signed a definitive scheme implementation agreement to acquire Alliance Mineral Assets Limited (Catalist:40F) in a reverse merger transaction on April 5, 2018. Under the terms of the transaction, the new shares of Alliance Mineral Assets will be issued at the ratio of 1:10 shares for every one share of Tawana Resources NL. As per the terms, shares of Tawana Resources NL, which are issued as a result of the exercise of any existing options, will also be acquired. With respect to the options on issue, the option holders of Tawana Resources have entered into option holder agreements with Tawana to have Alliance Mineral Assets shares issued in consideration for the options being cancelled. Post completion, the existing shareholders of Alliance will own approximately 51% and existing Tawana’s shareholders will own approximately 49% stake of the merged entity. Tawana Resources will be removed from the official list of ASX and Johannesburg Stock Exchange. Post completion, Alliance Mineral Assets Limited will be listed on both Singapore Stock Exchange and Australia Stock Exchange. The selling shareholders can elect to receive the consideration in the form of SGX listed shares rather than in the form of ASX listed shares. On July 9, 2018, the implementation agreement was amended. As per the amended agreement, the shareholders with a registered address in South Africa will be treated as ineligible shareholders for the purposes of the scheme, and will receive the net proceeds from the sale of the Alliance’s shares which they would have otherwise received in lieu of receiving Alliance’s shares under the scheme. 0.35 million Alliance’s shares will issued to the holders of Tawana’s options with an exercise price of AUD 0.50 and an expiry date of April 6, 2021 as consideration payable for the cancellation of those options. The implementation agreement also includes customary deal protections for both Tawana and Alliance including no shop, no talk provisions, no due diligence, etc. A termination fee of AUD 2 million is payable by either of the parties in case of breach of contract. The merged company will have four Directors of Tawana Resources NL, two Directors of Alliance Mineral Assets Limited and an additional Independent Director elected by Alliance Mineral Assets Limited. Mark Barlow Turner, currently independent Non-Executive Director of Tawana, will be appointed as Non-Executive Chairman of merged group, Mark Calderwood, currently Managing Director of Tawana, will be appointed Managing Director of merged group, Robert Scott Vassie, currently independent Non-Executive Director of Tawana will become an independent Non-Executive Director of merged group, Joshua Ong, currently independent Non-Executive Director of Alliance will join as independent Non-Executive Director and Vicki Xie, currently Non-Executive Director of Tawana will become a Non-Executive Director of the merged company. Also, Arnold Chan Ming Fai, Non-Executive Director of Burnwill Holdings Limited, Ong Kian Guan, independent Non-Executive Director of Alliance Mineral Assets, and Geoffrey William McNamara will become Non-Executive Director (nominee of Burnwill Holdings Limited), independent Non-Executive Director, and independent Non-Executive Director respectively, of the merged group. Tawana’s employees will continue in their current roles within the merged group. The merged group will remain headquartered in Perth, Western Australia and will, subject to satisfying the ASX’s admission requirements, become dual listed with primary listings on the ASX in addition to maintaining Alliance’s current primary listing on the Catalist. Tawana’s listing on the JSE will be relinquished. As of September 27, 2018, for and behalf of merged group, Tawana Resources secured a conditional AUD 40 million standby line of credit from Tribeca Investment Partners Pty Ltd and other investors available for drawdown by the merged group and part of the conditional standby credit facility is intended to facilitate the admission of Alliance Mineral Assets Limited on ASX following implementation of the scheme. The deal is subject to approvals from shareholders of Alliance Mineral Assets Limited and Tawana Resources NL by the requisite majorities, SGX approvals, ASX approvals, including approval of the admission of Alliance Mineral Assets to, and official quotation of Alliance's shares on, the official list of the ASX, regulatory approvals in Singapore and Australia including Australia’s Foreign Investment Review Board, court approval including Australian court, JSE, ASIC and others, approval for the listing and quotation of the new consideration shares from SGX, subject to receipt of a valuation report as required under the SGX listing rules and independent expert appointed by Tawana Resources NL concluding that the deal is in the best interests of shareholders etc. The Board of Directors of Alliance Mineral Assets Limited and Tawana Resources NL unanimously recommend that shareholders should vote in favor of the deal. Burwill Holdings Ltd, Lim Keng Hock Jonathan and Living Waters Mining (Australia) Pty Ltd, shareholders of Alliance Mineral Assets Limited and certain shareholders of Tawana Resources NL have confirmed to vote in favor of the merger. Approval from shareholders of both the companies is expected to be received in early September 2018. As on June 11, 2018, approval from shareholders of Alliance is expected on August 21, 2018. As on June 8, 2018, SGX announced that it has no objection on the merger. As of June 12, 2018, a notice of no objection to the merger from the Australian Treasurer was received. This satisfies the FIRB approval condition. On August 10, 2018, Alliance Mineral Assets Limited received a listing and quotation notice from the SGX-ST for issuance of new consideration shares. The meeting of shareholders of Alliance Mineral Assets Limited is expected to be held on September 21, 2018 whereas the meeting of the shareholders of Tawana Resources NL is expected to be held on September 24, 2018. As of September 19, 2018, ASX listing condition got waived off as the ASX’s emphasis of matter requirement would not be capable of satisfaction within the current timetable for the merger. Alliance Mineral will not seek admission to the official list of ASX and will remain listed only on SGX. On September 21, 2018, the shareholders of Alliance Mineral approved the deal. As of October 31, 2018, Tawana will seek approval of the proposed supplementary disclosure at a Federal Court hearing set down for November 8, 2018 and second Court hearing for approval of the merger will be in early December 2018. As of November 7, 2018, the condition of official quotation of Alliance's shares on, the official list of the ASX has been reinstated. The reinstatement of the ASX listing condition means that the merger will only proceed if Alliance is admitted to the official list of the ASX. As on November 27, 2018, shareholders of Tawana Resources approved the transaction. As of November 27, 2018, second court hearing for approval of the merger will be held on December 3, 2018. As of November 29, 2018, ASX Limited has approved the listing of shares on Stock Exchange. As of December 3, 2018, Federal Court of Australia approved the transaction. As on June 11, 2018, the deal is expected to close on September 13, 2018. As on July 9, 2018, the deal is expected to close on September 26, 2018. As of August 20, 2018, the scheme implementation date is October 17, 2018. As of September 27, 2018, the scheme is expected to be implemented in November 2018. As of October 31, 2018, the scheme is expected to be implemented in mid-December 2018. As of November 7, 2018 the scheme is expected to be implemented on December 14, 2018. Tawana Resources NL (ASX:TAW) completed the acquisition of Alliance Mineral Assets Limited (Catalist:40F) in a reverse merger transaction on December 14, 2018. Alliance Mineral's shares will commence trading on a normal settlement basis on December 17, 2018 under ASX ticker code A40. Tawana Resources NL will apply to terminate the official quotation of Tawana Resources NL shares and to remove Tawana Resources NL from the Official List of ASX from December 17, 2018. Following implementation of the Scheme, Pauline Gately, Shaun Menezes, Mahtani, Bhagwandas and Chan Hung Chiu Eddy have each resigned as Directors of Tawana Resources N with immediate effect. Mark Turner, Mark Calderwood, Robert Vassie, Vicki Xie, Geoffrey McNamara and Chan Ming Fai (Arnold) have been appointed as Directors of Tawana Resources NL with immediate effect. Shaun Menezes and Fiona Leaw have resigned as joint Company Secretaries with Alexei Fedotov and Joanna Kiernan appointed as joint Company Secretaries of Tawana Resources NL with immediate effect.