New issue announcement,
application for quotation of additional securities
and agreement
| Name of entity |
| New Talisman Gold Mines Limited |
| ABN |
| 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 | 2,000,000 | ||||
| 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 in payment ofA 1.1 cent per share
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| 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:
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The ordinary shares rank equally in all respects with ordinary fully paid shares | ||||
| 5 | Issue price or consideration | A$22,000.00 | ||||
| 6 | Purpose of the issue(If issued as consideration for the acquisition of assets, clearly identify those assets) | Issue of ordinary shares on exercise of 2,000,000 unlisted options in accordance with ASX Listing Rule 7.2 exception 9(b) | ||||
| 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 | 19 September 2013 | ||||
| 6c | Number of +securities issued without security holder approval under rule 7.1 | Nil | ||||
| 6d | Number of +securities issued with security holder approval under rule 7.1A | Nil | ||||
| 6e | Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) | Nil | ||||
| 6f | Number of +securities issued under an exception in rule 7.2 | 2,000,000 | ||||
| 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. | NA | ||||
| 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 | NA | ||||
| 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 | 84,482,525 under Rule 7.156,588,350 under Rule 7.1A | ||||
| 7 | +Issue datesNote: 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. | 25 February 2014 | ||||
| Number | +Class | |||||
| 8 | Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable) | 565,883,501119,851,516 | Ordinary SharesOptions | |||
| Number | +Class | |||||
| 9 | Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) | 2,000,000 4,500,000
2,000,000 |
Options expiring 11 November 2018 Options expiring 13 November 2018
Options expiring 13 February 2019 |
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| 10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) | |||||
Part 2 ‑ Pro rata issue
| 11 | Is security holder approval required? | ||
| 12 | Is the issue renounceable or non-renounceable? | ||
| 13 | Ratio in which the +securities will be offered | ||
| 14 | +Class of +securities to which the offer relates | ||
| 15 | +Record date to determine entitlements | ||
| 16 | Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? | ||
| 17 | Policy for deciding entitlements in relation to fractions | ||
| 18 | Names of countries in which the entity has security holders who will not be sent new offer documentsNote: Security holders must be told how their entitlements are to be dealt with.Cross reference: rule 7.7. | ||
| 19 | Closing date for receipt of acceptances or renunciations | ||
| 20 | Names of any underwriters | ||
| 21 | Amount of any underwriting fee or commission | ||
| 22 | Names of any brokers to the issue | ||
| 23 | Fee or commission payable to the broker to the issue | ||
| 24 | Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders | ||
| 25 | If the issue is contingent on security holders’ approval, the date of the meeting | ||
| 26 | Date entitlement and acceptance form and offer documents will be sent to persons entitled | ||
| 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 | ||
| 28 | Date rights trading will begin (if applicable) | ||
| 30 | How do security holders sell their entitlements in full through a broker? | ||
| 31 | How do security holders sell part of their entitlements through a broker and accept for the balance? | ||
| 32 | How do security holders dispose of their entitlements (except by sale through a broker)? | ||
| 33 | +Issue date | ||
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) | ü | +Securities described in Part 1 |
| (b) | All other +securitiesExample: 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 | 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 | If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories1 – 1,0001,001 – 5,0005,001 – 10,000
10,001 – 100,000 100,001 and over |
|
| 37 | 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:
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| 41 | Reason for request for quotation nowExample: 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.
- The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
- There is no reason why those +securities should not be granted +quotation.
- 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
- 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.
- 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.
Sue Sangster,
Company Secretary
25 February 2014