NTL Rights Offer Open
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__________________________________________________________________________
21
st
February 2023
ANNOUNCEMENT BY NEW TALISMAN GOLD MINES LIMITED
(NZX: NTL, ASX: NTL)
FOR IMMEDIATE RELEASE
Rights Issue – Offer Open
3 FOR 5 PRO-RATA RIGHTS OFFER OF NEW SHARES
Dear Shareholder,
I am pleased to confirm the NTL Rights Offer is now Open and welcome participation from our
shareholders.
Over the last 12 months the new Board of New Talisman has been fully focussed on delivering results
for our loyal shareholders. Our goals over the last year have been to:
• stabilise the company – achieved
• reduce overheads and improve efficiencies – achieved
• Talisman mine – producing gold in 2023 – on track.
In order to produce gold at Talisman we estimated that we will need approximately NZ$3.45 million
dollars of capital to fund the development of Talisman and get to gold production. We have raised one
million dollars of the funds needed by way of Convertible Note in April 2022. We now seek your support
to raise additional funds to seek to bring Talisman into production and finally realise the potential value
of this company for shareholders.
We recognise that NTL has made numerous calls for capital over many years. However, your
new Board has a very specific and realistic plan to develop Talisman with the goal to be
generating profit and returns for shareholders by the end of 2023. If we cannot complete this
capital raise, the Board’s view is that there are very few options left for the company.
The Board has reviewed the Capital Raising methods open to it and determined that a Rights Issue,
with an oversubscription facility, will be the fairest to all shareholders.
Information in relation to the capital raise can be accessed from NZX under the ticker “NTL”.
https://www.nzx.com/companies/NTL/announcements
Those Directors with shareholdings intend to participate in the rights issue. NTL has also received
indications from its two largest shareholders that they intend to participate in the issue. However, no
assurances can be given on the total amount that will be raised from the issue or from any particular
shareholder.
Full details of the offer are described below, with more information in the Frequently Asked Questions
on pages 10-11 on the Offer Document of which you can read in detail at www.shareoffer.co.nz/ntl.
The development plan for Talisman is focused on:
• Recommencing underground activities at Talisman mine
• Advancing the Mystery Vein drive which has random chip sampled at promising levels of a
weighted average 39.35g/t Au and 34.75g/t Ag, as previously announced on 8 May 2018 which
can be found on the following link:
https://www.asx.com.au/asxpdf/20180508/pdf/43tvlpmv420f4f.pdf
• Opening a second face on the Mystery vein, increasing production volumes, which will also
provide the required Second egress (exit).
• Production of gold/silver concentrate to produce bullion
On behalf of New Talisman Gold Mines Limited, I present to you a 3 for 5 pro-rata rights issue, for your
consideration.
2b Gibraltar Cres,
Parnell, Auckland 1052
Office +64 9 303 1893
info@newtalisman.co.nz
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The Company is offering New Shares at an Issue Price of NZ$0.018 or AU$0.017 per New Share,
on the basis of 3 New Shares for every 5 Existing Shares held as at the Record Date.
Eligible shareholders are all persons who were shareholders recorded on NTL’s register at 7:00pm
(NZDT)/ 5:00pm (AEDT) on 20 February 2023 that:
1. have a registered address in New Zealand or Australia; and
2.
are not in the United States and are not acting for the account or benefit of a person in the United
States.
All Eligible Shareholders are entitled to participate in this Offer. If you accept your Entitlement in full,
you can also apply for Additional New Shares (i.e. Shares in excess of your pro rata Entitlement)
through the Oversubscription Facility. If you do not wish to take up your Entitlement under the Offer,
you will not be entitled to sell your Rights on the NZX Main Board or ASX.
The structure and pricing of this Offer allows all Eligible Shareholders an opportunity to participate
directly in the development of the Talisman mine and to finally be part of the future success and
profitability of NTL. The FAQs on page 10-11 in the Offer Document will hopefully address questions
you might have about why you should consider this investment.
Please note that applications to participate in the Offer can only be made online at
www.shareoffer.co.nz/ntl. Only shareholders on the register at the Record Date with an address in
New Zealand or Australia can participate in the Offer. Applications for new shares must be
received (with payment) by Computershare by no later than 5.00pm (NZDT) / 3:00pm (AEDT)
on 10 March 2023.
Further details about the Offer, including how to apply, are set out in the Offer Document, which
can be found at www.shareoffer.co.nz/ntl. You should read the Offer Document carefully before
deciding whether to participate in the Offer.
If you have any questions in relation to the completion of an online application, please contact
Computershare Investor Services Limited on:
• New Zealand: 0800 650 034 (NZ)
• Australia: 1800 501 366 (freephone within Australia only)
• Australia: +61 3 9415 4083 (AU)
or alternatively email ntl@computershare.co.nz.
If you are keen to know more about NTL, please contact NTL Director Mr John Upperton on
Ph: +64 9 303 1893 or email john@newtalisman.co.nz.
.
I will participate in the Offer and encourage you to join me in finally realising the potential of the
Company.
Yours sincerely,
Samantha Sharif
Chair
New Talisman Gold Mines Limited
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___________________________________________________________________________________
21
st
February 2023
NZX Market Announcements
Wellington
ASX Company Announcements Office
Perth
NEW TALISMAN GOLD MINES LIMITED (NZX: NTL, ASX: NTL)
RIGHTS ISSUE NOTIFICATION TO INELIGIBLE SHAREHOLDERS
New Talisman Gold Mines Limited (the Company) has announced an intention to undertake a
rights issue of new shares at NZ$0.018 or AU$0.017 per new share (Offer). The Offer will be
made under section 708AA of the Corporations Act 2001 (Act) and clause 19 of Schedule 1 to
the Financial Markets Conduct Act 2013 (FMCA).
The Company considers that the legal requirements of jurisdictions other than New Zealand and
Australia are such that it would be unreasonable and unduly onerous for the Company to make
the Offer in those jurisdictions. This decision was made having regard to:
• the small number of shareholders in those overseas jurisdictions to whom offers would
otherwise be made;
• the number and value of securities or interests that would otherwise be offered for issue
(approximately 0.5% of the current share capital);
• the likelihood of those shareholders electing to participate in the Offer if offered to them; and
• the costs of complying with overseas legal requirements.
The Company has therefore decided only to extend the Offer to shareholders with an address in
New Zealand or Australia as at 7.00pm (NZ time) on 20 February 2023 (Record Date), and who
are not in the United States or acting for the account or benefit of any person in the United States
(Eligible Shareholders).
Under the terms of the Offer, you are not an Eligible Shareholder. Accordingly, you will not be
offered any shares or interests under the Offer and cannot subscribe for shares under the Offer
and you will not be sent a copy of the Offer Document.
This letter’s purpose is to inform you about the Offer. It is neither an offer to issue shares to
you, nor an invitation for you to apply for shares. You are not required to do anything in response
to this letter. However, you may still receive some benefit from the Offer, as described below.
Shares attributable to those shareholders who are not Eligible Shareholders (Ineligible
Shareholders) will be issued to a nominee appointed by the Company which will arrange to sell
those shares on the behalf of Ineligible Shareholders. Any net proceeds of that process will be
paid to Ineligible Shareholders on a pro-rata basis, provided the amount payable to any holder
exceeds NZ$2.50.
Samantha Sharif
Chair
New Talisman Gold Mines Limited
2b Gibraltar Cres,
Parnell, Auckland 1052
Office +64 9303 1893
info@newtalisman.co.nz
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