Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
Information or documents not available now must be given to ASX as soon as
available. Information and documents given to ASX become ASX''s property and
may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99,
01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13
Name of entity
New Talisman Gold Mines Limited
ABN
ARBN 009 474 702
We (the entity) give ASX the following information.
Part 1 All issues
You must complete the relevant sections (attach sheets if there is not enough
space).
1 +Class of +securities issued or to be issued
Fully paid ordinary shares
2 Number of +securities issued or to be issued (if known) or maximum
number which may be issued
Up to 2,453,167,758 ordinary shares
3 Principal terms of the +securities (e.g. if options, exercise price
and expiry date; if partly paid +securities, the amount outstanding and due
dates for payment; if +convertible securities, the conversion price and dates
for conversion)
Fully paid ordinary shares on payment of NZ$0.005 or AU$0.005 per share
4 Do the +securities rank equally in all respects from the +issue date
with an existing +class of quoted +securities?
If the additional +securities do not rank equally, please state:
o the date from which they do
o the extent to which they participate for the next dividend, (in the
case of a trust, distribution) or interest payment
o the extent to which they do not rank equally, other than in relation
to the next dividend, distribution or interest payment Yes
5 Issue price or consideration
NZ$0.005 or AU$0.005 per share
6
Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify
those assets)
The Company intends utilising the funds raised through this offer as
follows in order of priority:
1) Initiating the bulk sampling programme and associated works
immediately following completion of the raise
2) Accelerating the bulk sampling programme to maximise ore extraction
within the terms of the granted resource consents and traffic management plan
3) Complete the feasibility study on the project
4) Accelerating the transition from bulk sampling to Phase 1 of the
longer term production plan
5) Identifying additional gold mineralisation that could be upgraded to
JORC 2012 compliant resources from the recently acquired digital historic
production data and new exploration targets within the permit
6) Fund the Company''s obligations under the Rahu Joint Venture with
Newcrest Mining.
7) Working Capital
6a
Is the entity an +eligible entity that has obtained security holder approval
under rule 7.1A?
If Yes, complete sections 6b - 6h in relation to the +securities the subject
of this Appendix 3B, and comply with section 6i Yes
6b
The date the security holder resolution under rule 7.1A was passed 11
September 2015
6c
Number of +securities issued without security holder approval under rule 7.1
Not applicable
6d
Number of +securities issued with security holder approval under rule 7.1A
Not applicable
6e
Number of +securities issued with security holder approval under rule 7.3, or
another specific security holder approval (specify date of meeting)
Not applicable
6f
Number of +securities issued under an exception in rule 7.2 Not
applicable
6g
If +securities issued under rule 7.1A, was issue price at least 75% of 15 day
VWAP as calculated under rule 7.1A.3? Include the +issue date and both
values. Include the source of the VWAP calculation. Not applicable
6h
If +securities were issued under rule 7.1A for non-cash consideration, state
date on which valuation of consideration was released to ASX Market
Announcements Not applicable
6i
Calculate the entity''s remaining issue capacity under rule 7.1 and rule 7.1A
- complete Annexure 1 and release to ASX Market Announcements
Rule 7.1: 122,658,387
Rule 7.1A: 81,772,258
7 +Issue dates
Note: The issue date may be prescribed by ASX (refer to the definition of
issue date in rule 19.12). For example, the issue date for a pro rata
entitlement issue must comply with the applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
17 June 2016
Number +Class
8 Number and +class of all +securities quoted on ASX (including the
+securities in section 2 if applicable)
Up to 3,270,890,344
119,851,516
Ordinary shares
Options @ 2 cents expiry 28/11/2017
Number +Class
9 Number and +class of all +securities not quoted on ASX (including the
+securities in section 2 if applicable)
4,500,000
1,250,000
Options under Employee Share Option Plan expiry 13/11/2018
Options under Employee Share Option Plan expiry 13/11/2019
10 Dividend policy (in the case of a trust, distribution policy) on the
increased capital (interests)
No dividend distribution is envisaged in the near future
Part 2 Pro rata issue
11 Is security holder approval required?
No
12 Is the issue renounceable or non-renounceable?
Renounceable
13 Ratio in which the +securities will be offered
3 shares for every share held
14 +Class of +securities to which the offer relates Ordinary
shares
15 +Record date to determine entitlements 7.00pm (NZ time), 24th May
2016
16 Will holdings on different registers (or subregisters) be aggregated
for calculating entitlements? Yes
17 Policy for deciding entitlements in relation to fractions
Rounded down
18 Names of countries in which the entity has security holders who will
not be sent new offer documents
Note: Security holders must be told how their entitlements are to be dealt
with.
Cross reference: rule 7.7. United Arab Emirates
Belgium
Switzerland
China
Germany
France
United Kingdom
Hong Kong
Japan
Sri Lanka
Philippines
Sweeden
Singapore
USA
Virgin Islands
South Africa
19 Closing date for receipt of acceptances or renunciations 14
June 2016
20 Names of any underwriters
N/A
21 Amount of any underwriting fee or commission N/A
22 Names of any brokers to the issue
N/A
23 Fee or commission payable to the broker to the issue N/A
24 Amount of any handling fee payable to brokers who lodge acceptances
or renunciations on behalf of security holders N/A
25 If the issue is contingent on security holders'' approval, the date of
the meeting N/A
26 Date entitlement and acceptance form and offer documents will be sent
to persons entitled 25 May 2016
27 If the entity has issued options, and the terms entitle option
holders to participate on exercise, the date on which notices will be sent to
option holders N/A
28 Date rights trading will begin (if applicable) 23 May 2016
29 Date rights trading will end (if applicable)
5.00pm (AEST), 6th June 2016
30 How do security holders sell their entitlements in full through a
broker? Contact an ASX or NZX participant
31 How do security holders sell part of their entitlements through a
broker and accept for the balance? Contact an ASX or NZX participant
32 How do security holders dispose of their entitlements (except by sale
through a broker)? N/A
33 +Issue date
17 June 2016
Part 3 Quotation of securities
You need only complete this section if you are applying for quotation of
securities
34 Type of +securities
(tick one)
(a) 1
+Securities described in Part 1
(b) 0
All other +securities
Example: restricted securities at the end of the escrowed period, partly paid
securities that become fully paid, employee incentive share securities when
restriction ends, securities issued on expiry or conversion of convertible
securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or documents
35 0
If the +securities are +equity securities, the names of the 20 largest
holders of the additional +securities, and the number and percentage of
additional +securities held by those holders
36 0
If the +securities are +equity securities, a distribution schedule of the
additional +securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
37 0
A copy of any trust deed for the additional +securities
Entities that have ticked box 34(b)
38 Number of +securities for which +quotation is sought
39 +Class of +securities for which quotation is sought
40 Do the +securities rank equally in all respects from the +issue date
with an existing +class of quoted +securities?
If the additional +securities do not rank equally, please state:
o the date from which they do
o the extent to which they participate for the next dividend, (in the
case of a trust, distribution) or interest payment
o the extent to which they do not rank equally, other than in relation
to the next dividend, distribution or interest payment
41 Reason for request for quotation now
Example: In the case of restricted securities, end of restriction period
(if issued upon conversion of another +security, clearly identify that other
+security)
Number +Class
42 Number and +class of all +securities quoted on ASX (including the
+securities in clause 38)
Quotation agreement
1 +Quotation of our additional +securities is in ASX''s absolute
discretion. ASX may quote the +securities on any conditions it decides.
2 We warrant the following to ASX.
o The issue of the +securities to be quoted complies with the law and
is not for an illegal purpose.
o There is no reason why those +securities should not be granted
+quotation.
o An offer of the +securities for sale within 12 months after their
issue will not require disclosure under section 707(3) or section 1012C(6) of
the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers
for the securities in order to be able to give this warranty
o Section 724 or section 1016E of the Corporations Act does not apply
to any applications received by us in relation to any +securities to be
quoted and that no-one has any right to return any +securities to be quoted
under sections 737, 738 or 1016F of the Corporations Act at the time that we
request that the +securities be quoted.
o If we are a trust, we warrant that no person has the right to return
the +securities to be quoted under section 1019B of the Corporations Act at
the time that we request that the +securities be quoted.
3 We will indemnify ASX to the fullest extent permitted by law in
respect of any claim, action or expense arising from or connected with any
breach of the warranties in this agreement.
4 We give ASX the information and documents required by this form. If
any information or document is not available now, we will give it to ASX
before +quotation of the +securities begins. We acknowledge that ASX is
relying on the information and documents. We warrant that they are (will be)
true and complete.
Sign here: ............................................................
Date: 19 May 2016
Director
Print name: Matthew Geoffrey Hill
Appendix 3B - Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible
entities
Introduced 01/08/12 Amended 04/03/13
Part 1
Rule 7.1 - Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement capacity is
calculated
Insert number of fully paid +ordinary securities on issue 12 months before
the +issue date or date of agreement to issue 731,421,325
Add the following:
o Number of fully paid +ordinary securities issued in that 12 month
period under an exception in rule 7.2
o Number of fully paid +ordinary securities issued in that 12 month
period with shareholder approval
o Number of partly paid +ordinary securities that became fully paid in
that 12 month period
Note:
o Include only ordinary securities here - other classes of equity
securities cannot be added
o Include here (if applicable) the securities the subject of the
Appendix 3B to which this form is annexed
o It may be useful to set out issues of securities on different dates
as separate line items
64,028,534
2,272,727
20,000,000
N/A
Subtract the number of fully paid +ordinary securities cancelled during that
12 month period
N/A
"A" 817,722,586
Step 2: Calculate 15% of "A"
"B" 0.15
[Note: this value cannot be changed]
Multiply "A" by 0.15 122,658,387
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that
has already been used
Insert number of +equity securities issued or agreed to be issued in that 12
month period not counting those issued:
o Under an exception in rule 7.2
o Under rule 7.1A
o With security holder approval under rule 7.1 or rule 7.4
Note:
o This applies to equity securities, unless specifically excluded - not
just ordinary securities
o Include here (if applicable) the securities the subject of the
Appendix 3B to which this form is annexed
o It may be useful to set out issues of securities on different dates
as separate line items
N/A
"C" N/A
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement
capacity under rule 7.1
"A" x 0.15
Note: number must be same as shown in Step 2 122,658,387
Subtract "C"
Note: number must be same as shown in Step 3 N/A
Total ["A" x 0.15] - "C" 122,658,387
[Note: this is the remaining placement capacity under rule 7.1]
Part 2
Rule 7.1A - Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement capacity is
calculated
"A"
Note: number must be same as shown in Step 1 of Part 1 817,722,586
Step 2: Calculate 10% of "A"
"D" 0.10
Note: this value cannot be changed
Multiply "A" by 0.10
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that
has already been used
Insert number of +equity securities issued or agreed to be issued in that 12
month period under rule 7.1A
Notes:
o This applies to equity securities - not just ordinary securities
o Include here - if applicable - the securities the subject of the
Appendix 3B to which this form is annexed
o Do not include equity securities issued under rule 7.1 (they must be
dealt with in Part 1), or for which specific security holder approval has
been obtained
o It may be useful to set out issues of securities on different dates
as separate line items 81,772,258
"E" N/A
Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement
capacity under rule 7.1A
"A" x 0.10
Note: number must be same as shown in Step 2 81,772,258
Subtract "E"
Note: number must be same as shown in Step 3 N/A
Total ["A" x 0.10] - "E" 81,772,258
Note: this is the remaining placement capacity under rule 7.1A
End CA:00282663 For:NTL Type:GENERAL Time:2016-05-19 13:11:29