Ann: GENERAL: NTL: Notice of Offer of Same Class Financial...

• Release Date: 29/08/14 10:36
• Summary: GENERAL: NTL: Notice of Offer of Same Class Financial Products for Issue
• Price Sensitive: No
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					NTL
29/08/2014 10:36
GENERAL

REL: 1036 HRS New Talisman Gold Mines Limited

GENERAL: NTL: Notice of Offer of Same Class Financial Products for Issue

New Talisman Gold Mines Limited (New Talisman) intends to undertake an offer
of up to 204,219,035 new listed shares (the Offer) from the shortfall from
the pro rata 1 for 2 renounceable rights offer which closed on 6 June 2014.

Pursuant to clause 17(1)(a) of Schedule 1 of the Financial Markets Conduct
(Phase 1) Regulations 2014 (Regulations) and clause 59 of Schedule 4 of the
Financial Markets Conduct Act 2013 (FMCA), New Talisman advises that:

1 The Offer is being made in reliance upon the exclusion in clause 19 of
Schedule 1 of the FMCA and New Talisman is giving this notice under clause
17(1)(a) of Schedule 1 of the Regulations.
2 As at the date of this notice, New Talisman is in compliance with:
2.1 the continuous disclosure obligations that apply to it in relation to New
Talisman listed shares;
2.2 its "financial reporting obligations" within the meaning set out in
clause 17(4) of Schedule 1 of the Regulations.
3 As at the date of this notice, there is no information that is "excluded
information" within the meaning set out in clause 17(4) of Schedule 1 of the
Regulations.
4 The potential effects that the Offer and acquisition of new shares will
have on the "control" (within the meaning of clause 48 of Schedule 1 of the
FMCA) of New Talisman and the consequences of those effects are as follows:
4.1 As at the date of this notice, the one substantial security holder in New
Talisman is Hamish Edward Elliot Brown (reported percentage holding of
11.64%) who does not control New Talisman.
4.2 Although shareholders with registered addresses outside of New Zealand
and Australia are not eligible to participate in the Offer (and their
percentage shareholding will be diluted as a result of the issue of new
shares), the combined percentage interest of those ineligible shareholders is
not sufficiently significant for its dilution to have a material effect on
the control of New Talisman if all eligible shareholders take up their
entitlements.
4.3 New Talisman has not sought a waiver from NZX Main Board Listing Rule 7.5
(regulating issues of shares which could affect the effective control of New
Talisman), and the Takeovers Code will also prevent any person holding or
controlling 20% or more of the voting securities in New Talisman as a result
of the Offer.
4.4 Accordingly, the Offer is not expected to have any material effect or
consequence on the control of New Talisman.

Yours sincerely,

Sue Sangster
Company Secretary
New Talisman Gold Mines Limited
+ 64 9 303 1893

About New Talisman Gold Mines Ltd
New Talisman Gold is a dual listed (NZSX & ASX: NTL) leading New Zealand
minerals development company with 1890 shareholders who are mainly from
Australia and New Zealand. The company's flagship asset the Talisman mine
holds a JORC compliant mineral resource, a JORC compliant reserve and has
been granted resource consents and access arrangements for the initial phase
of the project. The company is currently initiating bulk sampling at Talisman
and continues to advance the development of the mine. New Talisman's wholly
owned subsidiary Coromandel Gold Limited with a separate management and
board, holds a portfolio of highly prospective mineral interests and gold
properties in the Hauraki and Northland Districts of New Zealand. CGL is
currently working toward establishing itself as a separate listed entity.
Through a subsidiary company, New Talisman Gold owns 20.29% of Broken Hill
Prospecting Limited, which holds a significant cobalt project at Thackaringa,
about 25 kilometres south-west of Broken Hill in Australia and a heavy
mineral sands exploration portfolio.BPL is listed on the ASX (Code: BPL).
More about New Talisman Gold at www.newtalisman.co.nz
End CA:00254587 For:NTL    Type:GENERAL    Time:2014-08-29 10:36:46