Proposed Voluntary Delisting from ASX

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__________________________________________________________________________
18 November 2024
ANNOUNCEMENT BY NEW TALISMAN GOLD MINES LIMITED
(NZX: NTL, ASX: NTL)
FOR IMMEDIATE RELEASE
Proposed Voluntary Delisting from the ASX
New Talisman Gold Mines Limited (NTL or the Company) (ASX:NTL) advises that it has
submitted a formal request to the Australian Securities Exchange (ASX) to be removed from
the official list of the ASX (Official List) in accordance with ASX Listing Rule 17.11 (ASX
Delisting).
The ASX has subsequently confirmed that it will remove NTL from the Official List, subject to
certain conditions being satisfied, including that the Company send a separate communication
(in a form acceptable to ASX) to all Company shareholders (Shareholders) setting out certain
information in relation to the Delisting.
NTL’s primary listing is on the NZX Main Board market operated by NZX Limited (NZX) and
its listing on the ASX is its secondary listing. Following the ASX Delisting, NTL’s shares
(Shares) will no longer be quoted or able to be traded on the ASX, however, NTL will continue
to be listed on the NZX and trading of NTL’s Shares on the NZX will continue. In addition,
following the ASX Delisting, NTL will remain incorporated in New Zealand and will continue
to be subject to the relevant corporate and securities laws of New Zealand as well as the rules
and regulations of the Financial Markets Authority and NZX Listing Rules.
Background and rationale for the ASX Delisting
The key reasons of the Board for seeking removal of the Company from the ASX and retaining
the Company’s primary listing on the NZX, are set out below.
Key operations and management are in New Zealand
NTL is a New Zealand incorporated company headquartered in Auckland with its principal
mining interests in New Zealand. NTL is developing the historic Talisman Mine in the Hauraki
Gold Field. The Hauraki Gold Field has epithermal gold deposits that have produced some of
the richest gold bearing ore bodies in the world. NTL’s original focus, as Heritage Gold NZ
Limited, was to acquire prime gold areas in the Coromandel region – the heartland of the New
Zealand gold industry. While NTL initially had some assets in Australia, these have been
divested and NTL’s current focus (as announced on ASX) is on the development of the
Talisman Mine located between the towns of Paeroa and Waihi in New Zealand. In addition
to the focus on NTL’s mining operations being in New Zealand, NTL’s current Directors and
senior management are all based in New Zealand.
Majority of Shareholders are based in New Zealand
During NTL’s early growth stages in the late 1980’s / early 1990’s, listing the Company on
ASX presented an appealing opportunity for (a) the Company to fuel growth on a public
market, and (b) Australian investors to gain exposure to a high-growth New Zealand based
mining company.
2b Gibraltar Cres,
Parnell, Auckland 1052
Office +64 9 303 1893
info@newtalisman.co.nz

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However, notwithstanding NTL’s listing on ASX, more than two thirds of the Company’s issued
share capital is held on the share register in New Zealand, with the minority being held on the
ASX. NTL’s Shareholder base is focused in New Zealand with approximately 87.63% and the
majority of trading occurs on the NZX. For example, for the 5 trading days to 6 November
2024, 1.42 million Shares traded through NZX and only 16,669 Shares through ASX.
Limited trading and liquidity
NTL’s Shareholders are not obtaining the anticipated benefits of an ASX listing due to a lack
of liquidity in the market for NTL’s Shares on ASX. Since listing on the ASX on 28 May 1987,
trading in NTL’s Shares has generally had a low level of liquidity with low trading volumes on
the ASX. The Company also notes that during its most recent rights issue which was
completed in August 2024, less than 10% of the funds were raised from the Australian
Shareholders on ASX.
The Board believes that the resultant spread of Shareholders and their aggregate holdings is
insufficient to maintain an orderly and liquid market in NTL’s Shares on ASX. Exacerbating
this is:
(a) the Company’s concentrated shareholding with as at 8 November 2024, the
Company’s top 20 Shareholders, holding an aggregate of approximately 52.65% of
NTL’s issued share capital; and
(b) a large number of NTL’s Shareholders hold an ‘unmarketable parcel’ of Shares (being
1,953 Shareholders out of 2,742 at 12 November 2024 (of which 672 are on the
Australian register out of 925 Australian register Shareholders) based on the closing
price of NTL Shares on 12 November 2024 of $0.023) resulting in a limited market for
trading in NTL’s Shares on the ASX.
Costs of continued listing on the ASX
NTL’s secondary listing on the ASX has resulted in significant additional costs to the Company
which impacts its financial performance. Following the ASX Delisting, the Company will
reduce its financial, administrative and compliance obligations and costs associated with
maintaining its ASX listing, freeing up working capital for investment in its NZ operations.
Management estimates that costs attributable to NTL’s listing on the ASX are approximately
A$81,816 per annum.
Management time and effort
A significant portion of NTL’s management time is dedicated to matters, directly and indirectly,
relating to NTL’s ASX listing and obligations. Following the ASX Delisting, NTL’s
managements’ time can be spent on other business and operational matters that would add
value to NTL and better benefit its Shareholders.
Based on the reasons set out above, the Board is of the view that it is in the best interests of
NTL and all NTL Shareholders that NTL delist form the ASX at this time and continue its listing
on the NZX.
Conditions for the ASX Delisting
ASX’s decision to approve the ASX Delisting is subject to the Company’s compliance with the
following conditions:
(a) the company sends a written or electronic communication to all Shareholders, in
form and substance satisfactory to ASX, setting out:

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(i) the nominated time and date at which the entity will be removed from the ASX
official list and that:
(A) if they wish to sell their Shares on the ASX, they will need to do so before
then; and
(B)
if they don’t, thereafter they will only be able to sell their Shares on-
market on the NZX; and
(b) generally what they will need to do if they wish to sell their Shares on the NZX;

(c) the removal of the Company from the ASX Official List not to take place any earlier
than one month after the above-mentioned communication has been sent to
Shareholders, so that Shareholders have at least that period to sell their Shares on
the ASX should they wish to do so.
The Company intends to fully comply with the above conditions. In particular, the Company
notes that it intends to dispatch the required Shareholder communication to all Shareholders
on or around 19 November 2024 and, subject to agreement with ASX, expects to be removed
from the Official List of the ASX on 20 December 2024, being no earlier than one month from
the date the Shareholder communication has been sent to Shareholders. Any changes to this
timetable will be notified by a market announcement to the ASX.
ASX Delisting timetable
The proposed timetable for the ASX Delisting is as follows:
Event Key Dates*
Record Date for Unmarketable Parcel Sale
Facility
Request for formal approval of Delisting
from ASX and receipt of formal approval
from the ASX
15 November 2024
Announce proposed ASX Delisting 18 November 2024
Dispatch information to Shareholders in
relation to ASX Delisting and their available
options
19 November 2024
Dispatch Unmarketable Parcel Sale Facility
documents
21 November 2024
Unmarketable Parcel Sale Facility open 22 November 2024
Removal of Company from the Official List
of ASX
20 December 2024

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Closing time for receipt of Retention Forms
for Unmarketable Parcels (Closing Time)
18 February 2025
Earliest date unmarketable parcels can be
sold under the sale facility (Disposal Date)
24 February 2025
*All dates in the above timetable are indicative only and may be subject to change by the
Company or ASX. Any material changes to the timetable will be announced by the Company
to the ASX and NZX.
Consequences of the ASX Delisting for the Company and its Shareholders
After ASX Delisting, the key consequences for the Company and its Shareholders include the
following:
(a) the Company's Shares will cease to be quoted and traded on the ASX and
Shareholders will no longer be able to trade their Shares on the ASX. This means
Shareholders will no longer have the ability to sell their existing Shares and realise
their investment in the Company by way of trading on the ASX;
(b) Shareholders will still be able to trade their Shares on the NZX or via an off-market
private transaction (subject to compliance with New Zealand law);
(c) the Company will continue to be bound by the NZX Listing Rules which provide
substantially similar levels of protection to the Company’s Shareholders as the ASX
Listing Rules which will no longer apply to the Company;
(d) the Company will continue to comply with its continuous disclosure obligations as a
result of its continued listing on the NZX. Copies of its announcements will be
available on the NZX platform and on NTL’s website; and
(e) the Company will no longer be able to raise capital on the ASX from the issue of
Shares to be quoted on the ASX.
Arrangements for NTL Shareholders to sell Shares on the ASX
Shareholders holding NTL Shares on the Australian register, may sell their Shares on the
ASX up until the date the Company is removed from the Official List of ASX which is expect
to take place on 20 December 2024. This will provide such Shareholders with around one
month to sell their Shares on ASX if they wish to exit their investment in the Company prior to
the ASX Delisting. If any such Shareholders have not sold their Shares on the ASX prior to
Delisting, their shareholdings will be transferred to the New Zealand register and will be able
to be sold through the NZX Main Board via a broker who is able to sell Shares on NZX or
through an off-market private transaction (subject to compliance with New Zealand law).
Unmarketable Parcel Sale Facility
NTL will seek to ensure that its small retail Shareholders are protected, by providing a
mechanism to sell their shareholdings prior to the ASX Delisting. Accordingly, in parallel with
the ASX Delisting, NTL intends to establish an unmarketable parcel sale facility
(Unmarketable Parcel Sale Facility) under which Shareholders holding Shares with a
market value of less than NZ$1,000 as at 15 November 2024
1
(being the Record Date)
(equating to 47,619 Shares, as at the Record Date) will have their Shares sold without having

1
This equates to approximately A$907 based on an exchange rate of NZD:AUD of 0.9077 as at 15 November
2024.

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to act through a broker or pay brokerage or handling fees. NTL will pay the costs associated
with the sale and transfer of Shares through the Unmarketable Parcel Sale Facility (excluding
as a result of any tax consequences).
Craigs IP has been appointed as the Company’s broker to aggregate the unmarketable
parcels and sell the Shares on-market. Sale of the unmarketable parcels will take place no
earlier than 3 months from the date that notice of the sale facility is sent to holders of
unmarketable parcels (ie. which is expected to be no earlier than 24 February 2024) in
accordance with NTL’s constitution (Disposal Date). As such, Shares under the
Unmarketable Parcel Sale Facility will be sold on-market on the NZX as, subject to completion
of the Delisting, NTL’s Shares will no longer be trading on the ASX at the time of sale.
Following the sale of unmarketable parcels, holders will be paid their proportion of the sale
proceeds based on a volume weighted average price for their Shares.
Further details of the Unmarketable Parcel Sale Facility will be released by the Company via
an ASX announcement shortly.
Eligible Shareholders will have the ability to elect to "opt out" of the Unmarketable Parcel Sale
Facility by completing and submitting a retention form to the Company in accordance with the
instructions detailed in the sale facility announcement. Shareholders are advised that the
Unmarketable Parcel Sale Facility is separate to, and independent of, the ASX Delisting and
will be completed irrespective of whether the ASX Delisting proceeds.
Remedies available to Shareholders
In circumstances where a Shareholder considers that as a result of the ASX Delisting the
affairs of the Company are being conducted in a manner that is oppressive, unfairly
discriminatory or unfairly prejudicial to that Shareholder, that Shareholder may apply to the
Court for an order seeking remedies under section 174 of the Companies Act 1993 (New
Zealand). Such orders could include an order that the Company be wound up or an order
regulating the conduct of the Company’s affairs in the future.
This announcement has been authorised by the Board of Directors.



Jane Bell
Company Secretary
New Talisman Gold Mines Limited