Ann: RIGHT: NTL: Notice of Offer of Same Class Fi

• Release Date: 05/05/14 10:58
• Summary: RIGHT: NTL: Notice of Offer of Same Class Financial Products
• Price Sensitive: No
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					NTL
05/05/2014 08:58
RIGHT

REL: 0858 HRS New Talisman Gold Mines Limited

RIGHT: NTL: Notice of Offer of Same Class Financial Products

5 May 2014
Client Market Services
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington 6011
NEW TALISMAN GOLD MINES LIMITED (NZX: NTL)
NOTICE OF OFFER OF SAME CLASS FINANCIAL PRODUCTS FOR ISSUE
New Talisman Gold Mines Limited (New Talisman) intends to undertake a
pro-rata 1 for 2 renounceable rights offer of new listed shares (the Offer).
Pursuant to clause 17(1)(a) of Schedule 1 of the Financial Markets Conduct
(Phase 1) Regulations 2014 (FMC Regulations) and clause 59 of Schedule 1 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, other than that New Talisman is continuing to negotiate
definitive documentation for the convertible note facility advised to the
market on 28 April 2014.
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 substantial security holders in New
Talisman are Hamish Edward Elliot Brown (reported percentage holding of 8.3%)
and HFT Nominees Pty Limited (reported percentage holding of 6.40%).  None of
the substantial shareholders control New Talisman.
4.2 If all eligible shareholders take up their pro rata entitlements to new
shares under the Offer, their percentage shareholding in New Talisman will
remain the same and there will be no effect on the control of New Talisman,
provided that the entitlements of ineligible shareholders are taken up by
third parties.
4.3 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.
4.4 If some eligible shareholders do not take up their full entitlement, such
shareholders' percentage shareholding will be reduced (relative to those who
did take up their full entitlement), and New Talisman will be entitled to
allocate that shortfall to other parties who have taken up their full
entitlement.
4.5 In addition, if there is a shortfall under the Offer (following any
applications for additional new shares, as described above), New Talisman
will be entitled to place the shortfall to any persons (subject to complying
with applicable securities laws and listing rules).
4.6 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.
4.7 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 1800 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 holds a portfolio of high quality mineral interests and gold
properties in the Hauraki and Northland Districts of New Zealand.
New Talisman Gold owns 21.7% of Broken Hill Prospecting Limited, which holds
a cobaltiferous pyrite project at Thackaringa, about 25 kilometres south-west
of Broken Hill in Australia. BPL is listed on both the ASX and NZSX (Code:
BPL).
More about New Talisman Gold at www.newtalisman.co.nz
End CA:00250083 For:NTL    Type:RIGHT      Time:2014-05-05 08:58:16