Appendix 3B

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 SharesOptions
     
2 Number of +securities issued or to be issued (if known) or maximum number which may be issued  Up to 282,941,751 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 0.8 cent or AU 0.8 cent 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:

  • the date from which they do
  • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
  • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
The ordinary shares rank equally in all respects with ordinary fully paid shares.    
       
5 Issue price or consideration  NZ 0.8 cent or AU 0.8 cent payable in cash for each fully paid share    
     
6 Purpose of the issue(If issued as consideration for the acquisition of assets, clearly identify those assets) 

 

 

 

 

 

To initiate production at the Talisman Mine and fund general 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 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 Up to 282,941,751 Shares
       
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. 10 June 2014
     
    Number +Class
8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)  

 

Up to 848,825,252 Ordinary Shares 
    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

 

     
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) NA

 

 

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 One share for every two shares held
     
14 +Class of +securities to which the offer relates Ordinary SharesOptions
     
15 +Record date to determine entitlements 9 May 2014 
     
16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? Yes
     
17 Policy for deciding entitlements in relation to fractions  0.5 or more rounded up
     
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. BelgiumChinaFrance

Germany

Hong Kong

Japan

Philippines

Singapore

Sri Lanka

Sweden

United Arab Emirates

United Kingdom

United States of America

Virgin Islands

     
19 Closing date for receipt of acceptances or renunciations 3 June 2014
     
20 Names of any underwriters   NA
     
21 Amount of any underwriting fee or commission NA
     
22 Names of any brokers to the issue   NA
     
23 Fee or commission payable to the broker to the issue NA
     
24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders NA
     
25 If the issue is contingent on security holders’ approval, the date of the meeting NA
     
26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 14 May 2014
     
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 NA
     
28 Date rights trading will begin (if applicable) 7 May 2014
     
29 Date rights trading will end (if applicable)   27 May 2014
     
30 How do security holders sell their entitlements in full through a broker? Contact an ASX or NZX participant to sell all or part of the entitlement
     
31 How do security holders sell part of their entitlements through a broker and accept for the balance? Contact an ASX or NZX participant to sell all or part of the entitlement
     
32 How do security holders dispose of their entitlements (except by sale through a broker)? NA
     
33 +Issue date   10 June 2014

 

 

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 – 5,000

5,001 – 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:

  • the date from which they do
  • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
  • 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 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.

 

                                  5 May 2014

 

Sign here:        ………………………………………….Date: …………………….

                        (Director/Company secretary)

 

                        Susan Lee Sangster

Print name:      …………………………………………………

 

== == == == ==

 Download Appendix 3B