Ann: MEETING: NTL: Notice of Annual Meeting and P

• Release Date: 04/09/13 17:45
• Summary: MEETING: NTL: Notice of Annual Meeting and Proxy Form
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NTL
04/09/2013 15:45
MEETING

REL: 1545 HRS New Talisman Gold Mines Limited

MEETING: NTL: Notice of Annual Meeting and Proxy Form

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 Thursday 19 September 2013 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 2013.

ITEM B - RESOLUTIONS
To consider and, if thought fit, pass the following resolutions of the
Company:
1 Director Re-election
To re-elect James Murray McKee as a Director.  This resolution is to be
passed as an ordinary resolution.
2 Auditor Remuneration
To authorise the Directors to fix the remuneration of the Company's auditors,
DFK Carlton.  This resolution is to be passed as an ordinary resolution.
3 Approve professional investor placement of 23 May 2013
To approve and ratify, for all purposes (including NZSX Listing Rule
7.3.5(a)(iii) and ASX Listing Rule 7.4) the issue on 23 May 2013 of
49,410,000 ordinary shares in the Company to institutional and professional
investors at an issue price of AUD$0.011 per share.  This resolution is to be
passed as an ordinary resolution.
4 Increase share issue capacity under ASX Listing Rule 7.1A
To approve, for all purposes (including ASX Listing Rule 7.1A), the issue of
equity securities of up to 10% of the equity securities of the Company
calculated in accordance with the formula prescribed in ASX Listing Rule
7.1A.2 and on the terms and conditions in the Explanatory Notes.  This
resolution is to be passed as a special resolution.
5 Increase in share issue capacity under NZSX Listing Rule 7.3.1(a)
Subject to resolution 4 being passed, to approve, for all purposes (including
NZSX Listing Rule 7.3.1(a)), the issue of equity securities of up to 5% of
the equity securities of the Company on the terms and conditions of as set
out in the Explanatory Notes.  This resolution is to be passed as an ordinary
resolution.
6 Adopt Director and Employee Option Plan
For the purpose of ASX Listing Rule 7.2 (Exception 9) and for all other
purposes, approval is sought to adopt the New Talisman Gold Mines Ltd Option
Plan and to issue of securities under that plan on the terms and conditions
summarised in the Explanatory Notes.  This resolution is to be passed as an
ordinary resolution.
7 Approve Issue of Securities to Directors under Option Plan
Subject to the passing of Resolution 6, for the purposes of ASX Listing Rule
10.14, and for all other purposes, approval is sought to issue executive
directors or directors up to 5,500,000 options under the New Talisman Gold
Mines Limited Option Plan on the terms and conditions summarised in the
Explanatory Notes.  This resolution is to be passed as an ordinary
resolution.
8 Increase Director Fees
That, for all purposes (including NZSX Listing Rule 3.5.1 and ASX Listing
Rule 10.17), the maximum aggregate Directors' fees payable to Directors be
increased by NZ$29,000 from NZ$96,000 to NZ$125,000 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 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
Sue Sangster
Company Secretary
4 September 2013
End CA:00240698 For:NTL    Type:MEETING    Time:2013-09-04 15:45:18