New Talisman Gold Mines Ltd logo

Letter to Shareholders - NTL Voluntary Delisting from ASX

Listing Change18 November 2024NTLIndustrials

________________________________________________________________________________________
19 November 2024


Dear Shareholder

Delisting of New Talisman Gold Mines Limited from the ASX and Unmarketable Parcel Sale Facility

New Talisman Gold Mines Limited (Company) (ASX: NTL) has requested and received approval from ASX Limited

(ASX) to remove its ordinary shares (Shares) from the official list of ASX (the Delisting) subject to complying with

certain conditions which are described in the Company’s Delisting announcement dated 18 November 2024.

Following the Delisting, NTL’s shares will no longer be quoted or able to be traded on the ASX, however, NTL will

continue to be listed on the NZX Main Board market operated by NZX Limited (NZX) and trading of NTL’s Shares

on the NZX will continue.

In conjunction with the Delisting, the Company is proposing to facilitate an unmarketable parcel sale facility to

allow holders of unmarketable parcels of shares to have their shares sold on-market without having to act

through a broker or pay brokerage or handling fees (Unmarketable Parcel Sale Facility). Documents setting out

further details of the Unmarketable Parcel Sale Facility are expected to be dispatched to holders of

unmarketable parcels on or around 21 November 2024 together with a set of Frequently Asked Questions.

This letter contains important information about your holding of Shares, the Unmarketable Parcel Sale Facility

and the Delisting process.

The information in this letter does not take into account your individual investment objectives, financial situation

and needs. The information in this letter is of a general nature and is not financial product advice and should

not be relied upon as the sole basis for any investment decision. As a shareholder of NTL (Shareholder) you

should consult your financial, legal, tax or other professional adviser if you have any queries in relation to the

information contained in this letter or how you should act with respect to your holding of Shares.

Delisting of the Company from ASX

On 15 November 2024, the Company received formal ASX approval for its removal from the official list of ASX

subject to complying with certain conditions which are set out in detail in the Company’s Delisting

announcement dated 18 November 2024, including that the Company send this communication to its

Shareholders.

Subject to those conditions being satisfied, trading in the Company’s Shares will be suspended with effect from

close of trading on ASX on 20 December 2024 (the Suspension Date). Removal of the Company from the official

list of ASX is then expected to occur on 20 December 2024 (the Delisting Date).

This letter seeks to provide Shareholders with information about the Delisting process, the options available to

Shareholders in connection with their holdings of Shares and certain implications which may arise for

Shareholders as a result of the Delisting.


2b Gibraltar Cres,

Parnell, Auckland 1052

Office +64 9 303 1893

info@newtalisman.co.nz



Reasons for Delisting from ASX

The key reasons for NTL seeking to delist from the ASX at this time are set out below:

 NTL is based in New Zealand with its mining operations, current Directors and senior management all

based in New Zealand;

 a majority of NTL’s Shareholders are based in New Zealand with approximately 87.63% of NTL’s issued

share capital held by New Zealand based Shareholders and the majority of trading occurs on the NZX;

 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;

 NTL’s secondary listing on the ASX has resulted in significant additional costs to the Company and

following Delisting, such funds can otherwise be used by NTL; and

 a significant portion of NTL’s management time is dedicated to matters, directly and indirectly, relating

to NTL’s ASX listing and obligations. Following Delisting, this management time can be otherwise

utilised to best benefit NTL and 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

Shareholders that NTL delist from the ASX at this time and continue its listing on the NZX.

Further details of the Board’s reasons for seeking the Delisting and the consequences of the Delisting on NTL

and its Shareholders are set out in NTL’s Delisting announcement released on the ASX on 18 November 2024.

Delisting Process

No Shareholder approval

As the Company will retain its primary listing on the Main Board of the NZX following the Delisting, the Company

is not required to seek Shareholder approval of the proposed Delisting for the purpose of the ASX Listing Rules.


Suspension of Shares from ASX trading and delisting

Shares will trade on the ASX until the close of trading on 20 December 2024, when trading on the ASX will be

suspended. Following the suspension of ASX trading in Shares, Shareholders will no longer be able to trade

holdings of Shares on the ASX. The Company will then be removed from the official list of ASX on 20 December

2024.

Transfer of Shares to New Zealand register

After NTL is delisted from ASX on 20 December 2024, shareholdings remaining on the Australian register will be

transferred to NTL’s New Zealand register. Shareholders are not required to do anything to facilitate the transfer

of Shares between the two registers.

Unmarketable Parcel Sale Facility

In proposing the Delisting, the Board recognises that it would be beneficial to provide a liquidity mechanism for

Shareholders holding a smaller number of Shares, who do not wish to continue holding Shares that are listed

only on the NZX. Accordingly, in addition to the ability of Shareholders to sell their Shares (if any) on ASX up to

the Suspension Date, the Company is offering the Unmarketable Parcel Sale Facility to enable Shareholders who

hold Shares with a market value of less than NZ$1,000 at 15 November 2024

1

(being, the Record Date) (equating

to 45,454 Shares, as at the Record Date) (Unmarketable Parcel) to sell their entire Shareholding on-market in


1

This equates to approximately A$907 based on an exchange rate of NZD:AUD 0.9007 as at 15 November 2024.



conjunction with Delisting without incurring brokerage costs, unless they expressly opt-out and transfer to the

New Zealand register.

Craigs IP has been appointed as the Company’s broker to aggregate the Unmarketable P arcels 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. no earlier than 21 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 set out in the sale facility documents that are

expected to be dispatched to Shareholders on or around 21 November 2024. Eligible Shareholders will have the

ability to elect to "opt out" of the Unmarketable Parcel Sale Facility by completing and submitting a retention

form (Retention Form) to the Company’s registrar in accordance with the instructions detailed in the

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.

Indicative dates for the Unmarketable Parcel Sale Facility and Delisting process

The following table sets out the indicative timetable for the Delisting and the Unmarketable Parcel Sale Facility.

Unless otherwise indicated, all dates are Sydney, Australia dates.

DATE ACTION

15 November 2024

Record Date for Unmarketable Parcel Sale Facility

Request for formal approval of Delisting from ASX and receipt of formal approval

from the ASX

18 November 2024

Announce proposed ASX Delisting

19 November 2024 Dispatch information to Shareholders in relation to ASX Delisting and their

options

21 November 2024

Dispatch Unmarketable Parcel Sale Facility documents

22 November 2024

Unmarketable Parcel Sale Facility open

20 December 2024

Suspension from trading (close of trading) (Suspension Date)

20 December 2024

Removal of the Company from the Official List of the ASX (Delisting Date)

18 February 2025 Closing time for receipt of Retention Forms for the Unmarketable Parcel Sale

Facility (Closing Time)

24 February 2025 Earliest date for sale of Unmarketable Parcels (Disposal Date)

Note: All dates and times above are Sydney, Australia time. The Company will also inform Shareholders of any changes to the indicative

timetable referred to above by market announcement made via the ASX / NZX company announcements platform, as applicable.




Options for Shareholders on Delisting of NTL from ASX

Shareholders will have the options set out below with respect to their shareholdings in conjunction with the

Delisting of NTL from the official list of ASX.

A. For holders of Unmarketable Parcels

Option 1

Sell your Unmarketable Parcel


If you hold an Unmarketable Parcel and wish to sell your Shares through the

Unmarketable Parcel Sale Facility, you should take no action. By taking no action, you

will be deemed to have irrevocably appointed the Company as your agent to:

 sell all of your Shares on-market on the NZX; and

 deal with the proceeds of the sale by paying you a proportion of the sale

proceeds based on a volume weighted average price for your Shares.

Payment for your Shares will be remitted to you as soon as practicable following the sale

of all Shares sold under the Unmarketable Parcel Sale Facility. The earliest date your

Shares will be sold is 24 February 2025 and payment for your Shares will take place

after that.

Option 2

Retain your Unmarketable Parcel


If you do not wish to sell your Unmarketable Parcel, you must OPT-OUT of the

Unmarketable Parcel Sale Facility by completing and returning the enclosed Retention

Form, in accordance with the instructions on the Retention Form before the Closing

Time, being 18 February 2025.

Following the Delisting, you will continue to hold your Unmarketable Parcel which may

only be traded on the NZX on and from Delisting,

B. For all other holders of NTL Shares

Option 3

Sell some or all of your Shares on ASX prior to Delisting


You can sell your Shares on ASX at any time prior to close of trading on the Suspension

Date being 20 December 2024 as you may have previously done, eg. by contacting your

broker or financial adviser or through an online share trading platform.

As the removal of the Company from the Official List of the ASX will not take place until

one month after the date of this letter, you will have a period of one month to sell your

Shares on the ASX should you wish to do so before Delisting.

After close of trading on the Suspension Date, you will not be able to sell your Shares

on the ASX.

If you elect to sell your Shares on the ASX prior to close of trading on the Suspension

Date, you will be responsible for any costs associated with the sale of your Shares as is

customary, including any broker commission.

Option 4

Retain all or part of your shareholding in NTL – your shareholding will be

transferred from the Australian to New Zealand register if you do nothing


If you wish to retain all or part of your holding in NTL, simply do nothing in relation to those

Shares. In that case, after the Delisting Date, shareholdings remaining on the Australian

register will be transferred to the Company’s New Zealand register.

You are not required to do anything to facilitate the transfer of your Shares between the

two registers. There is no fee payable for the transfer. The Company share registry,

Computershare Investor Services, will send you a holding statement shortly after the

transfer occurs.



Once this occurs, you will be able to trade your Shares on the NZX by contacting an

Australian broker licensed to trade on the NZX or a New Zealand broker directly.

You will be responsible for any brokerage fees and other costs that may be related to the

sale of your Shares on the NZX.

Should you have any questions related to this option, please contact Computershare

Investor Services on 0800 650 034 (toll free within New Zealand) or +64 9 488 8793,

otherwise for Australian shareholders 1800 501 366 (toll free within Australia) or +61 3

9415 4083 in each case from 8:30am to 5.00pm Monday to Friday (NZT) (excluding public

holidays).


Further information

If you have any queries on the options above or the Delisting of NTL from ASX, please contact

Computershare Investor Services on 0800 650 034 (toll free within New Zealand) or +64 9 488 8793,

otherwise for Australian shareholders 1800 501 366 (toll free within Australia) or +61 3 9415 4083 in each

case from 8:30am to 5.00pm Monday to Friday (NZT) (excluding public holidays).


New Talisman Gold Mines Limited

ARBN 009 474 702

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.