NEW TALISMAN GOLD MINES LIMITED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
New Talisman Gold Mines Limited ("the Company") advises that its Annual
Meeting of Shareholders will be held in the Jubilee Building, 545 Parnell
Road, Parnell, Auckland, New Zealand on Wednesday 14 September 2016
commencing at 11.00 am
The business of the Annual Meeting will be:
ITEM A - PRESENTATIONS
(a) The Chairman''s address to shareholders.
(b) To receive and consider the Annual Report including the Financial
Statements and the Auditor''s Report for the year ended 31 March 2016.
ITEM B - RESOLUTIONS
To consider and, if thought fit, pass the following resolutions of the
Company:
Appointment of Directors
1 To elect Murray Ronald Stevens (appointed by the Board as a director on 9
May 2016) as a Director. This resolution is to be passed as an ordinary
resolution.
2 To elect Anthony Verne Haworth (appointed by the Board as a director on 24
August 2016) as a Director. This resolution is to be passed as an ordinary
resolution.
3 To elect Charbel Nader (appointed by the Board as a director on 24 August
2016) as a Director. This resolution is to be passed as an ordinary
resolution.
Director Re-election
4 To re-elect Matthew Geoffrey Hill as a Director. This resolution is to be
passed as an ordinary resolution.
Auditor Remuneration
5 To authorise the Directors to fix the remuneration of the Company''s
auditors, DFK Oswin Griffiths Carlton. This resolution is to be passed as an
ordinary resolution.
Increase of Directors'' Remuneration Pool
6 To approve, for all purposes (including NZX Main Board Listing Rule 3.5.1
and ASX Listing Rule 10.17), the maximum aggregate Directors'' fees payable to
Directors be increased by NZ$75,000 from NZ$125,000 to NZ$200,000 per annum,
with such fees to be allocated on a basis determined by the Independent
Directors. This resolution is to be passed as an ordinary resolution.
Further information
The Explanatory Notes accompanying this Notice of Annual Meeting are
incorporated in, and comprise part of, this Notice of Annual Meeting.
Shareholders are specifically referred to the Glossary in the Explanatory
Notes which contains definitions of terms used both in this Notice of Annual
Meeting and the Explanatory Notes.
Proxies and representatives
You may exercise your right to vote at the meeting either by being present in
person or by appointing a proxy to attend and vote in your place. A proxy
need not be a shareholder of the Company. A body corporate shareholder may
appoint a representative to attend the meeting on its behalf.
A proxy will vote as directed in the proxy form or, if voting is left to the
proxy''s discretion, then the proxy will decide how to vote on the resolutions
(or on any motions from the floor moved at the meeting).
A proxy form is attached to this Notice of Annual Meeting. If you wish to
vote by proxy you must complete the form and produce it to the Company at its
registered office, Nathan House, 541 Parnell Road, Parnell, Auckland, New
Zealand so as to ensure that it is received at least 48 hours before the
meeting.
By order of the Board
Matthew Hill
Company Secretary
29 August 2016
EXPLANATORY NOTES
These Explanatory Notes have been prepared for the information of
shareholders in relation to the business to be conducted at the Company''s
2016 Annual Meeting.
The purpose of these Explanatory Notes 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 Meeting.
These Explanatory Notes should be read in conjunction with the Notice of
Annual Meeting. Capitalised terms in these Explanatory Notes are defined in
the Glossary.
Resolutions 1, 2, 3, 4, 5 and 6 are ordinary resolutions and require the
approval of a simple majority of votes cast at the meeting by shareholders
entitled to vote and voting.
Resolution 1 - Appointment of Director (Murray Stevens)
On 9 May 2016, Murray Stevens was appointed to the board by a resolution of
directors. He retires under clause 26.2 of the Company''s constitution and,
being eligible, offers himself for election. In terms of the NZX Main Board
Listing Rules, the Board has determined that Murray Stevens is an Independent
Director. A brief biography of Mr Stevens is as follows:
Mr Murray Ronald Stevens, BSc, MSc(Hons), Dip.Geol.Sci, MAusIMM
Non-executive (Independent) Director
Mr Stevens has BSc and MSc (Hons) degrees in geology from the University of
Auckland and a Post-graduate Diploma in Geoscience from Macquarie University
in Sydney majoring in Mineral Economics.
Mr Stevens has over than 35 years of experience as a geologist and has
provided consulting services to NTL since 2002.
Mr Stevens has extensive expertise exploring for epithermal gold deposits in
the Coromandel and the wider Asia-Pacific region. He has held senior
management and consulting roles in a number of public and private companies
and was NTL''s (formerly Heritage Gold Ltd) first exploration manager from
1987 to 1996. He was instrumental in recognising the potential for the
Talisman mine and the Rahu area when NTL acquired these areas in the early
1990''s. Murray played a key role in the original discovery made at Rahu and
was the exploration consultant for NTL when the work undertaken between 2003
and 2006 delineated the current resources at Talisman.
Resolution 2 - Appointment of Director (Tony Haworth)
On 24 August 2016, Tony Haworth was appointed to the board by a resolution of
directors. He retires under clause 26.2 of the Company''s constitution and,
being eligible, offers himself for election. In terms of the NZX Main Board
Listing Rules, the Board has determined that Tony Haworth is an Independent
Director. A brief biography of Mr Haworth is as follows:
Mr Tony Haworth, M.Sc (Tech), M.Sc (Fin), M.AusIMM
Mr Haworth has over 20 years'' experience spanning a variety of geological,
corporate, finance and governance roles across the minerals industry and as a
corporate adviser and investment banker.
Mr Haworth began his career as an Exploration Geologist with Heritage Gold
(now NTL) and has worked in New Zealand and offshore for a range of private
and public listed companies. His other previous roles include General Manager
of Mawarid Mining (formerly National Mining Company) in Oman and Director of
Liberty Gold Corporation in London. He is currently a Director at New Zealand
corporate advisory firm Campbell MacPherson Ltd where he specialises in
mergers and acquisitions, corporate valuation and financial analysis.
Mr Haworth holds a Masters in Finance from London Business School and a
Masters in Earth Science from the University of Waikato and is a Member of
the Australasian Institute of Mining and Metallurgy.
Resolution 3 - Appointment of Director (Charbel Nader)
On 24 August 2016, Charbel Nader was appointed to the board by a resolution
of directors. He retires under clause 26.2 of the Company''s constitution
and, being eligible, offers himself for election. In terms of the NZX Main
Board Listing Rules, the Board has determined that Charbel Nader is an
Independent Director. A brief biography of Mr Nader is as follows:
Charbel Nader is an investment banker with extensive experience in corporate
finance and strategic advisory and board roles, including experience in
mergers and acquisitions and project finance. Mr Nader has worked across a
range of industries and has expertise in the finance of capital intensive
projects with volatile returns. Mr Nader was formerly deputy chairman of
Aspermont Ltd publisher of the Mining Journal and organiser of the Mines and
Money events in Hong Kong, London and Melbourne. Mr Nader was head of Pitt
Capital Partners Melbourne office (a subsidiary of Washington H Soul
Pattinson), and founding Chairman of successful media start up and oversaw
its sale to Fairfax Ltd for in excess of $100m. He is Non-Executive Director
of Madman Entertainment, distributor of the highly successful New Zealand
film The Hunt for the Wilderpeople. He has been a director of gold mining
companies with assets in Hungary. Mr Nader has a Bachelor of Commerce and
Masters of Applied Finance from the University of Melbourne, is Chartered
Accountant and is a fellow of the Tax Institute of Australia.
Resolution 4 - Director Re-election
Matthew Geoffrey Hill retires as a director by rotation under clause 27.2 of
the Company''s constitution and, being eligible, offers himself for
re-election. A brief biography of Mr Hill is as follows:
Matthew Geoffrey Hill MBA, MAICD
Chief Executive Officer
Mr Hill is the Executive Director of International Pacific Capital, and
Managing Director of Asia Pacific Capital Group Limited. Matthew is an
experienced merchant banker having worked previously at Potter Warburg (now
UBS); Eventures (a joint venture between Newscorp and Softbank); Pitt Capital
and Souls Private Equity Limited. Matthew specializes in resources and
company listings on the ASX and NZX and acts for a number of multinational
clients. Matthew has been responsible for leading the company into the
development phase at the Talisman mine since his appointment in late 2012 and
is primarily responsible for day to day operations and capital raising
initiatives of the company. Mr. Hill is an alternate director of Pacific
American Coal and a director of Broken Hill Prospecting Limited both listed
on the ASX. Matthew Holds a Graduate Diploma in Applied Finance and Master of
business administration. He is a fellow of the FINSIA and a member of the
Australian Institute of Company Directors.
Mr Hill was appointed as alternate director for Geoffrey Hill on 1 December
1999, and has served for nearly 10 years since his appointment as Director on
10 October 2006 and Executive Director on 3 September 2012. Matthew is a
Director of Broken Hill Prospecting Limited ASX:BPL which holds a cobalt and
heavy mineral sands project near Broken Hill in NSW Australia, He is also
alternate director for Geoffrey Hill on Pacific American Coal ASX:PAK
Resolution 5 - Auditor Remuneration
Under section 207T of the Companies Act 1993, DFK Carlton are automatically
reappointed as the auditors of the Company. Section 207S of the Companies
Act 1993 provides that the fees and expenses of the auditor are to be fixed
in such a manner as the Company determines at the annual shareholder meeting.
The proposed resolution is to authorise the Directors to fix the
remuneration of the auditors.
Resolution 6 - Increase of Directors'' Remuneration Pool
The Company seeks approval under NZX Main Board Listing Rule 3.5.1(a) and ASX
Listing Rule 10.17 to increase Director fees from an aggregate of NZ$125,000
per annum to an aggregate of NZ$200,000 per annum. The current total
remuneration pool was set at $125,000 per annum at the Company''s 2013 Annual
Meeting.
The Board considers that it is reasonable and appropriate to seek an increase
in fees in order to appoint and retain as Directors persons of high calibre
in possession of the range of skills required in order to adequately meet the
needs of the Company. As the Company continues its progression to producer,
differing and additional skill sets are required at the board level and the
pool will need to be increased to take into account the increase in the
board''s current skills and capabilities by the recent appointments of Murray
Stevens, Charbel Nader, Tony Haworth as set out in this Notice of Annual
Meeting.
For the purposes of ASX Listing Rule 10.17, no securities have been issued to
the Company''s non-executive Directors with the approval of shareholders under
ASX Listing Rules 10.11 or 10.14 at any time in the past three years, save in
respect of the issue of 10,000,000 ordinary shares in the Company to James
Murray McKee (at NZ$0.007 per share) and 10,000,000 shares to Matthew Hill
(at NZ$0.007 per share) on 29 September 2015 (as approved by the Company''s
shareholders at the Annual Meeting on 11 September 2015).
Voting Exclusion: The Company will disregard any votes cast on this
resolution 6 by any Director of the Company and any Associated Person of a
Director. However, the Company need not disregard a vote if:
o it is cast by a person as proxy for a person who is entitled to vote in
accordance with the directions on the proxy form; or
o 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.
Glossary
In these Explanatory Notes and the accompanying Notice of Annual Meeting, the
following terms have the following meaning unless the context otherwise
requires:
Board Board of Directors
Company New Talisman Gold Mines Limited ARBN 009 474 702
Director A director of the Company
End CA:00288083 For:NTL Type:MEETING Time:2016-08-29 15:53:16