POLICY FOR TRADING
NEW TALISMAN GOLD MINES LIMITED (“COMPANY”)
Directors, officers, employees and consultants who wish to trade in Company securities must first have regard to the statutory provisions of the NZ Securities Act and the Australian Corporations Act dealing with insider trading and market manipulation.
The Company’s Board of Directors has adopted this trading policy which applies to all directors, officers, employees and consultants of the Company. It is important to remember that although this trading policy only applies to the persons specified above, the insider trading prohibitions apply to all persons, including members of your family.
Scope
This policy extends to trading in the Company securities by a director or officer (“Key Management Person/Personnel”) being those persons having authority and responsibility for planning, directing and controlling the Company’s activities, whether directly or indirectly, including, without limitation, directors of the Company and the Company’s senior management team.
This policy applies to any trading in the Company securities by a related body corporate or director or secretary of a related body corporate (“associate”) in which the Key Management Person has a relevant interest.
Trading in Company securities by a spouse or de facto spouse of a Person, a parent, son or daughter of a Key Management Person and an entity over which a person referred to above has control or two or more persons referred to above together have control (“related party”) should also be considered with reference to this policy.
This Policy also applies to the Company’s related entities.
Excluded Trading
This policy does not apply to undertakings to accept, or the acceptance of:
1. a takeover offer;
2. transfers of the Company’s securities resulting in no change in beneficial interests in those securities (eg transfer from one personal security holder to another);
3. participation in and acceptance of, or trading under an offer or invitation made to all or most of the security holders, such as a rights issue, a share purchase plan, a dividend or distribution reinvestment plan and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the New Talisman Gold Board of directors. This includes decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue;
4. where a Key Management Person is a trustee, trading in the Company securities by that trust provided the Key Management person is not a beneficiary of the trust and any decision to trade during a closed period is taken by the other trustees or by the investment managers independently of the Key Management person;
5. trading under a non-discretionary plan or employee share plan of the Company for which written clearance has been provided in accordance with the procedures set out in the trading policy and where the Key Management Person did not enter into the plan or amend the plan during a closed period and the trading plan does not permit the Key Management Person to exercise any influence or discretion over how, when and whether to trade.
Insider Trading Prohibition
Liability for insider trading is not limited to those who are connected or related to the issuer.
A person becomes an insider by possessing inside information, rather than by being connected to the Company to which the inside information relates.
An information insider is someone who has material information about a public issuer that is not generally available to the market, where the person knows or should know that the information is material and is not generally available. Material information is information that would be expected to materially affect the issuer’s share price if it were generally known.
Information insiders must not trade in securities, disclose the information to others to trade on, or advise or encourage anyone else to trade or hold securities.
Anyone who breaches the new insider trading law will be liable for substantial civil penalties. The maximum penalty in any case will be the greater of:
• the consideration paid for the shares;
• three times any profit made or loss avoided; or
• $1 million.
Knowingly breaching this law will be a criminal offence. Anyone convicted could face up to five years imprisonment or a fine of up to $300,000 for an individual and $1 million for a body corporate.
Trading Restrictions
Key Management Personnel, employees and consultants of the Company must not, whether in their own capacity or as an agent for another, subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase or sell, any securities (ie. shares or options) in the Company, or procure or advise another person to do so:
1. if that Key Management Person, employee or consultant possesses information that a reasonable person would expect to have a material effect on the price or value of the securities or influence a person’s decision to buy or sell the securities in the Company if the information was generally available;
2. if the Key Management Personnel, employees or consultant knows or ought reasonably to know, that:
(a) the information is not generally available; and
(b) if it were generally available, it might have a material effect on the price or value of the securities or influence a person’s decision to buy sell or hold the securities in the Company; and
3. without first seeking and obtaining written acknowledgement from the Chair, Audit Committee Chair or Executive Director.
Further, Key Management Personnel, employees and consultants must not either directly or indirectly pass on this kind of information to another person if they know, or ought reasonably to know, that this other person is likely to deal in the securities of the Company or procure another person to do so.
Key Management Personnel, employees or consultant must not obtain margin loans using Company securities (either solely or part of a portfolio) as a security for loans.
Key Management Personnel must not enter into transactions or arrangements which operate to limit the economic risk of their security holding in the Company without first seeking and obtaining written acknowledgement from the Chair, Audit Committee Chair or Executive Director; and Key Management Personnel are prohibited from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements.
Market Manipulation
Market manipulation is behaviour or practices likely to give a false or misleading impression about the supply, demand, price or value of securities traded on a registered exchange.
The market manipulation law prohibits:
1. making false or misleading statements or spreading information which is likely to induce a person to trade or which might affect the price of the securities; and
2. creating a false or misleading appearance of securities trading.
Any trade that does not result in a change of beneficial ownership will be presumed to give a misleading appearance of trading activity unless it can be shown that the transaction took place for a legitimate reason. This also applies where a person places matching buy and sell orders for a security.
Penalties for breaching the market manipulation laws are similar to those for insider trading and include criminal offence provisions.
Clearance Prior to Trading
Key Management Personnel, employees and consultants may not trade in the Company’s securities without first obtaining written permission before commencing the transaction from:
1. in the case of employees and consultants, the Executive Director or in his absence, the Audit Committee Chair;
2. in the case of a director, or their associates (including spouses and de facto spouses or the director’s parents or children), the Chair or in his absence, the Executive Director;
3. in case of the Executive Director, the Chair or, in his absence, the Chair of the Audit Committee; or
4. in the case of the Chair, the Chair of the Audit Committee.
An application (Appendix 1) must be completed, submitted and approved. The transaction must be completed within 14 days of written approval being given and details of the transaction given to the Company Secretary.
Long Term Trading
The Company wishes to encourage Key Management Personnel, employees and consultants to adopt a long term attitude to investment in the Company’s securities.
Key Management Personnel, employees or consultant must not buy and sell securities of the Company on a short term basis (that is, within a three month period) except in exceptional circumstances and provided prior approval is sought and granted.
Prohibited Trading Periods (Closed Periods)
Key Management Personnel, employees or consultants must not trade in Company securities during prohibited trading periods (closed periods). These are the period commencing six weeks prior and ending 24 hours after the release of:
1. announcement of the Company’s full year results;
2. announcement of the Company’s half year results; and
3. any other period determined by the Board from time to time including consideration of matters which are subject to the exceptions to the continuous disclosure requirements set out in ASX Listing Rule 3.1A and NZX Listing Rule 10.1.1.
Key Management Personnel, employees or consultants must not trade in Company securities during the period four weeks prior and ending 24 hours after the release of quarterly cash flow reports.
Exceptional Circumstances
In exceptional circumstances Key Management Personnel, employees and consultants may apply for approval to trade during a closed period provided that the Key Management Personnel, employees or consultant is not in possession of price sensitive information.
The Chair, Audit Committee Chair or Executive Director may grant written permission to trade in the Company securities if they are satisfied that the person’s circumstances amount to exceptional circumstances due to:
1. the person suffering severe and unforseen financial hardship;
2. the person suffering severe and unforseen health issues;
3. the person bound by a court order, enforceable undertaking or other legal or regulatory requirement to transfer or sell Company securities; or
4. the person’s circumstances being otherwise exceptional and the proposed trading is the only reasonable course of action available.
An application (Appendix 1) must be completed, submitted and approved as described in clearance prior to trading. The transaction must be completed within 14 days of written approval being given and details of the transaction given to the Company Secretary.
Notification
Directors must disclose details of changes in securities of the Company they hold (directly or indirectly) to the Company secretary as soon as reasonably possible after the date of the contract to buy and sell the securities (“Contract Date”) but in any event:
1. no later than 3 business days after the Contract Date; or
2. if you begin to have or cease to have a substantial shareholding or there is a change in your substantial holding, the business day after the Contract Date.
Directors are referred to the Company’s Director’s Disclosure Obligations document and Director’s Declaration of Interest Form. The Company secretary is to maintain a register of notifications and acknowledgements given in relation to trading in the Company’s securities. The Company secretary must report all notifications of dealings in the Company’s securities to the next board meeting of the Company.
Directors are reminded that it is their obligation under the NZ Securities Act and section 205G of the Corporations Act to notify the market operator within 14 days after any change in a director’s interest.
Breaches
Breach of the insider trading prohibition could expose you to criminal and civil liability. Breach of insider trading law or this Policy will be regarded by the Company as serious misconduct which may lead to disciplinary action and/or dismissal.
This Policy does not contain an exhaustive analysis of the restrictions imposed on, and the very serious legal ramifications of, insider trading. Directors, officers, employees and consultants who wish to obtain further advice in this matter, are encouraged to contact the Company Secretary.
APPENDIX 1
REQUEST FOR CONSENT TO BUY OR SELL NEW TALISMAN GOLD MINES LTD SECURITIES
New Talisman Gold Mines Limited
541 Parnell Road
AUCKLAND
For: Chair/Audit Committee Chair/Executive Director
1 Your Description
Name: _______________________________________________
Address: _______________________________________________
_______________________________________________
Office or Position: ________________________________________________
Employer: _______________________________________________
Division: _______________________________________________
If I receive consent I intend to complete the following transaction within 14 days of that consent:
2 Description of Securities
Type/Class: ____________________________________________
Number: _______________________________________________
3 Type of Proposed Transaction
Description: Purchase/Sale/Subscription/Gift/Receipt/Other (specify):
_________________________________________________________
Will the transaction be conducted on the New Zealand Stock Exchange?
Yes/No
If “No”, how will the transaction be conducted:
_________________________________________________________
_________________________________________________________
Likely date of transaction (e.g. not before [date], not after [date]:
_________________________________________________________
Reasons for the transaction: __________________________________
_________________________________________________________
4 Inside information known to me
_________________________________________________________
_________________________________________________________
5 Representations
I hereby declare:
5.1 The decision to conduct the proposed transaction has not been made on the basis of information:
5.1.1 which would affect or would be likely to affect materially the price of New Talisman Gold Mines securities if it was publicly available; and
5.1.2 which is not publicly available;
5.2 If this notice relates to a proposed purchase or acquisition of New Talisman Gold Mines securities, I do not intend to sell the securities within six months of their purchase or acquisition.
5.3 The securities are to be sold or purchased in my own name or in the name of or on behalf of my spouse or children.
5.4 I believe the transaction will be at fair value.
6 Request
I request New Talisman Gold Mines consent to the proposed transaction.
I certify that the details given above are complete, true and correct
__________________________ __________________________
Signature Date
Approval given:
__________________________ __________________________
Signature Date
Name:_____________________ Date:_____________________
Position:___________________