Ann: RIGHT: NTL: Rights Issue Disclosure Document

• Release Date: 06/05/14 14:17
• Summary: RIGHT: NTL: Rights Issue Disclosure Document
• Price Sensitive: No
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					NTL
06/05/2014 12:17
RIGHT

REL: 1217 HRS New Talisman Gold Mines Limited

RIGHT: NTL: Rights Issue Disclosure Document

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

ANNOUNCEMENT BY NEW TALISMAN GOLD MINES LIMITED (NTL)
FOR IMMEDIATE RELEASE
Rights Issue Offer Document

New Talisman advises that its Offer Document dated 5 May 2014 is available on
the Company's website www.newtalisman.co.nz or from the NZX Main Board and
Australian Securities Exchange announcement platforms.
Shareholders with a registered address in New Zealand or Australia are
entitled to subscribe for one new share for every two shares held at the
Record Date on payment of NZ 0.8 cent or AU 0.8 cent per new share.
New Talisman intends to use the proceeds from the Offer to initiate
production at the Talisman Mine and fund general working capital.
Application has been made for permission to quote the Rights on the NZX Main
Board and all the requirements of NZX Limited (NZX) relating thereto that can
be complied with on or before the date of this announcement have been duly
complied with. The new shares have been accepted for quotation by NZX and
will be quoted upon completion of allotment procedures.  NZX accepts no
responsibility for any statement in this announcement. NZX Main Board is a
registered market operated by NZX, which is a registered exchange under the
Securities Markets Act 1988 (New Zealand).
Application has also been made to quote the Rights on the Australian
Securities Exchange (ASX), and application will be made for quotation of the
new share on ASX.  However ASX Limited accepts no responsibility for any
statement in this announcement.  ASX is not regulated under New Zealand law.
Sue Sangster
Company Secretary
+ 64 9 3031893

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About New Talisman Gold Mines Ltd
New Talisman Gold is a dual listed (NZX Main Board & ASX: NTL) with 1800
shareholders who are mainly from Australia and New Zealand. It is a leading
New Zealand minerals development and exploration company with a portfolio of
high quality mineral interests. Its gold properties near Paeroa in the
Hauraki District of New Zealand are a granted mining permit, including a JORC
compliant mineral resource within the original Talisman underground mine, and
an adjacent exploration permit along strike from the mine. The company is now
advancing its plans to develop the mine, and advance the exploration project.
Through a subsidiary company, New Talisman Gold owns 21.7% of Broken Hill
Prospecting Limited, which is planning to develop a cobalt project at
Thackaringa, about 25 kilometres south-west of Broken Hill in Australia. BPL
is listed on the ASX (Code: BPL). More about New Talisman Gold at
www.newtalisman.co.nz
End CA:00250133 For:NTL    Type:RIGHT      Time:2014-05-06 12:17:39