Letter to Shareholders re Unmarketable Parcels
________________________________________________________________________________________
21 November 2024
Dear Shareholder
New Talisman Gold Mines Limited (NZX/ASX:NTL) – Notice of Unmarketable Parcel Sale Facility
New Talisman Gold Mines Limited ARBN 009 474 702 (Company or NTL) is pleased to advise that in
conjunction with its proposed delisting from the Official List of the ASX (Delisting), it has established an
Unmarketable Parcel Share Sale Facility (Facility) for holders of parcels of fully paid ordinary shares in NTL
(Shares) with a market value of less than NZ$1,000
1
(Unmarketable Parcel) as at the close of trading on 15
November 2024 (Record Date).
Based on the closing price of Shares on 15 November 2024 (Record Date), any shareholding of 45,454 Shares
or less constitutes an Unmarketable Parcel.
The Company appreciates that Unmarketable Parcels can be difficult or expensive to sell, so the Company has
established the Facility to enable shareholders who hold Unmarketable Parcels to sell their Shares without
having to act through a broker or pay brokerage or handling fees. The Company will pay all costs associated
with the sale and transfer of Shares through the Facility (excluding any tax consequences of the sale, which will
be the responsibility of the relevant shareholder).
The Facility, whilst benefitting small shareholders, will also benefit the Company as it is expected to reduce the
administration costs associated with maintaining a large number of small shareholdings on the Company’s
share register.
The Company has the ability to establish the Facility and facilitate the sale of Unmarketable Parcels under the
Company’s Constitution (Constitution), the ASX Listing Rules and the NZX Listing Rules.
The Facility has been established separate to, and independent of, the Company's proposed Delisting from the
official list of the ASX (refer to NTL’s ASX announcement dated 18 November 2024 for further details) such that
Unmarketable Parcels will be sold under the Facility even if the Delisting does not proceed.
Why are you receiving this Notice?
Our records indicate that you are the holder of an Unmarketable Parcel based on the price of Shares as at the
close of trade on the Record Date.
If you wish to sell your Unmarketable Parcel through the Facility without incurring any brokerage or handling
costs, you do not need to take any action.
If you wish to retain your shareholding, you must advise the Company that you do not wish to sell your Shares
by completing the enclosed share retention form (Retention Form) and returning it to the Company's share
registry, Computershare Investor Services (Computershare), in accordance with the instructions on the
Retention Form before 5.00pm (AEDT) on 18 February 2025 (Closing Time).
New Talisman will engage an NZX firm 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 of the Notice (ie. no later earlier than 24 February 2025) in accordance with NTL’s Constitution (Disposal
1
This equates to approximately A$907 based on an exchange rate of NZD:AUD of 0.9077 as at 15 November 2024.
2b Gibraltar Cres,
Parnell, Auckland 1052
Office +64 9 303 1893
info@newtalisman.co.nz
Date). As such, the Shares under the 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 the
Unmarketable Parcels, holders will be paid their proportion of the sale proceeds based on a volume weighted
average price for their Shares.
If, at the Closing Time, the value of your Shares has increased such that you no longer have an Unmarketable
Parcel (e.g. due to an increase in the market price of Shares or the number of Shares you hold), your Shares will
not be sold.
If you have multiple holdings of Shares which, if aggregated, would not constitute an Unmarketable Parcel, you
may 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) or email
enquiry@computershare.co.nz to amalgamate your holdings. In these circumstances, your Shares will not be
sold.
You should be aware that the fact the Shares held by you are described in this notice as an 'Unmarketable
Parcel' does not mean that you cannot sell your Shares at any time. The use of the term 'Unmarketable Parcel'
in this Notice is to identify the value of Shares which are eligible for sale through the Facility.
Please note that, pursuant to the Constitution, ASX Listing Rules and NZX Listing Rules, the Company will not
sell your Shares in the event that a third party announces a takeover offer for the Company.
Key Dates
The key dates in relation to the Facility are set out below:
Event Date
Record Date for establishing holders of
Unmarketable Parcels
15 November 2024
ASX announcement regarding Unmarketable Parcel
Sale Facility
21 November 2024
Notice and Retention Form dispatched to
shareholders holding Unmarketable Parcel
21 November 2024
Closing time for receipt of Retention Notices
(Closing Time)
18 February 2025
Earliest date for sale of Unmarketable Parcels
(Disposal Date) and announcement of the
outcome of the Facility
No earlier than 24 February 2025
What do you need to do?
As a holder of an Unmarketable Parcel, your options are described below:
1. Sell your Unmarketable Parcel (Option 1)
1.1 If you wish to sell your Shares through the Facility, you should take no action. By taking no action, you
will be deemed to have irrevocably appointed NTL as your agent to:
(a) sell all of your Shares on market on the NZX (noting that, subject to the Delisting
completing, NTL’s Shares will no longer be quoted on the ASX at the time of sale);
and
(b) deal with the proceeds of the sale as set out in this Notice.
1.2 Payment for your Shares will be remitted to you as soon as practicable following the sale of all Shares
sold under the Facility. If you wish to provide your direct credit details or update your direct credit
details in order to receive payment to your bank account, you can complete the enclosed NZD or AUD
Direct Credit Form and return to Computershare Investor Services at enquiry@computershare.co.nz.
If you have not received a Direct Credit Form, Computershare already has your bank account on file. If
you wish to update this, please email enquiry@computershare.co.nz
2. Retain your Unmarketable Parcel (Option 2)
2.1 If you do not wish to sell your Unmarketable Parcel, you must OPT- OUT of the 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).
2.2 Please note that the tax consequences from the sale of your Shares will be your responsibility.
2.3 In accordance with its continuous disclosure obligations, NTL may release information to the ASX
which may affect your decision as to whether you wish to sell or retain your Shares. If such information
is released, it will be published on the ASX website: https://www.asx.com.au/markets/trade-our-cash-
market/historical-announcements
2.4 NTL reserves the right to change any of the dates referred to in this Notice or the enclosed Retention
Form, or to vary, cancel or delay the Facility or the sale of your Shares at any time before your Shares
are sold, by making an announcement to ASX.
INFORMATION SHEET
1. What is an Unmarketable Parcel?
An Unmarketable Parcel is a holding of fully paid ordinary shares in New Talisman Gold Mines
Limited (NTL or Company) (Shares) that is valued at less than NZ$1,000
2
as at market close on 15
November 2024 (Record Date). This is equivalent to a holding of less than 45,454 Shares as at the
Record Date.
2. Why has the Facility been established?
NTL has decided to establish an Unmarketable Parcel Sale Facility (Facility) in conjunction with its
proposed delisting from the Official List of the ASX (Delisting) (refer to ASX announcement dated 18
November 2024), to enable you to sell your Unmarketable Parcel without incurring brokerage or
handling costs that could otherwise make a sale of your Unmarketable Parcel uneconomic or difficult.
The sale of Unmarketable Parcels through the Facility will also enable NTL to reduce administrative
costs associated with maintaining a large number of relatively small holdings of Shares.
3. Why have I received this Notice?
You have received this Notice because our records indicate that you are a holder of an Unmarketable
Parcel of Shares based on the price of Shares as at the close of trade on the Record Date
4. What do I need to do to sell my Shares?
If you wish to sell your Shares, you should take no action. Your Shares will be sold through the
Facility.
5. What if I do not wish to sell my Unmarketable Parcel?
If you do not wish to sell your Shares, you must OPT-OUT of the Facility by completing and returning
the enclosed Retention Form, in accordance with the instructions on the Retention Form so that it is
received by NTL’s share registry (Computershare) before 5.00pm (AEDT) on 18 February 2025
(Closing Time). A Retention Form is enclosed with this Notice.
Alternatively, you can purchase more Shares on-market to increase your holding to at least
NZ$1,000
3
worth of Shares as at the Closing Time. See Question 12 below for further information.
6. How will my Shares be sold under the Facility?
The Company may sell your Shares on-market or in any other way the Company considers fair and
reasonable in the circumstances (including via off-market sale).
7. What price will I receive for Shares sold through the Facility?
The price for the sale of the Shares under the Facility has not been fixed and will be the prevailing
market price for the Shares at which the broker is able to sell the Shares on market on the NZX
(noting that the Shares will no longer be quoted on the ASX at the time of sale on the Disposal Date).
While the Company’s broker will endeavour to procure the best price for the Shares, there can be no
assurance as to what this price will be, or that it will be the best price possible. You will receive a
volume weighted average price for your Shares sold under the Facility and will not have control over
the time or price at which your Shares are sold, and the price you receive may not reflect the price of
2
This equates to approximately A$907 based on an exchange rate of NZD:AUD of 0.9077 as at 15 November
2024.
Shares appearing in the media or quoted by the NZX or ASX on any given day, nor be the best price
for Shares available on the day your Shares are sold.
8. Do I need to pay anything if I participate in the Facility?
NTL will pay all costs and expenses arising in connection with the Facility (apart from any costs
generated by your bank for the receipt of your payment). Any tax payable, or other tax consequences
from the sale, will be your responsibility.
9. When will I receive the proceeds for the Shares sold?
Payment will be remitted to you as soon as practicable following the sale of all Shares sold under the
Facility. It should be noted that Shares under the Facility will not be sold until at least 3 months after
the date of this notice (Disposal Date), in accordance with NTL’s Constitution. Payment will be made
via a direct credit to your bank account at a New Zealand financial institution (in New Zealand dollars)
or Australian financial institution (in Australian dollars) (where you have nominated a relevant bank
account to receive payment). If a bank account has not been provided, payment will be withheld until
you provide details to make a payment to you.
If you wish to provide your direct credit details or update your direct credit details in order to receive
payment to your bank account, you can complete the enclosed NZD or AUD Direct Credit form and
return to Computershare Investor Services at enquiry@computershare.co.nz. If you have not received
a Direct Credit Form, Computershare already has your bank account on file. If you wish to update
this, please email enquiry@computershare.co.nz.
10. What are the advantages and disadvantages of participating in the Facility?
You may consider the following consequences of participating in the Facility to be advantageous:
▪ receiving a cash payment from the sale of your Unmarketable Parcel;
▪ avoiding any brokerage or related selling expenses in connection with the sale of your
Shares; and
▪ utilising a cost effective way of disposing of an Unmarketable Parcel.
You may consider the following consequences of participating in the Facility to be disadvantageous:
▪ no longer holding any Shares in NTL (unless you subsequently purchase more Shares);
▪ possible capital gains tax being payable following the sale of your Shares; and
▪ the possibility that the price of the Shares may subsequently rise following the sale of your
Shares.
11. What if the price of Shares changes between the Record Date and the Closing Time?
If the market price of Shares increases between the Record Date and the Closing Time, such that at
the Closing Time, the value of your Shares is equal to or greater than NZ$1,000
3
, your Shares will not
be sold through the Facility.
12. If I buy more Shares, will I retain my holding?
NTL will not sell your Shares if you increase your holding to a marketable parcel, being a holding of
Shares with a market value of at least NZ$1,000
3
based on the price of Shares at the Closing Time.
Please note that any additional Shares acquired must be registered by the Closing Time, under the
same name and address and with the same holder number (SRN, HIN, CSN) as detailed in the
enclosed Retention Form.
13. What if I hold multiple Unmarketable Parcels of Shares?
If you hold multiple Unmarketable Parcels of Shares, you must complete and return a Retention Form
for each separate Unmarketable Parcel that you wish to retain.
14. Will the sale of my Shares proceed if the Delisting does not proceed?
The Facility has been established separate to, and independent of, the Company's Delisting, such
that Unmarketable Parcels will be sold under the Facility even if the Delisting does not proceed.
15. What if my holding of Shares is held on the ASX?
If you hold shares on the ASX (and you do not sell your shares before the ASX Delisting date), your
shares will be moved to the NZX register.
16. Does NTL have the authority to establish the Facility?
NTL has the ability to establish the Facility and facilitate the sale of Unmarketable Parcels under its
Constitution, the ASX Listing Rules and the NZX Listing Rules.
17. Where can I obtain further information?
If you have any other questions about the operation of the Facility, please contact NTL at
ntl@computershare.co.nz
18. What if I am unsure of what to do?
If you are in doubt about what to do, you should consult a financial, legal or taxation adviser. This
Information Sheet does not constitute advice, nor is it a recommendation to sell, buy or hold Shares.
19. Important notes
NTL reserves the right to change any of the dates referred to in this Notice or the enclosed Information
Sheet or Retention Form, or to vary, cancel or delay the Facility or the sale of your Shares at any time
before your Shares are sold, by making an announcement on the ASX.
The Company is not bound to sell any or all of the Shares that may be available for it to sell under the
Facility, and there is no guarantee that the Company will be able to sell your Shares. In addition, the
sale proceeds may differ from the market value of your Shares on the Record Date, depending on
movements in the market price of the Shares and on the Company's ability to procure purchasers.
For further Information, please contact:
Jane Bell
Company Secretary
New Talisman Gold Mines Limited
ARBN 009 474 702
NEW TALISMAN GOLD MINES LIMITED
MINIMUM HOLDING RETENTION FORM
CSN/Holder Number
Number of shares held as
at 15 November 2024:
Only complete this form if you DO NOT want your New Talisman Gold Mines Limited (“NTL”) shares to be sold
under NTL's Unmarketable Parcel Sale Facility as described in NTL's Notice of Unmarketable Parcel Sale Facility,
dated 21 November 2024 (“Notice”).
Your Retention Form must be received by Computershare by 5pm, Tuesday 18 February 2025.
I/We wish to continue to hold less than the Minimum Holding of NTL shares as described in the Notice.
Dated and executed the day of 2024/5
FOR AN INDIVIDUAL/ATTORNEY AND JOINT
SHAREHOLDERS
FOR A COMPANY
Your signature(s) Director/Duly authorised signatory
Your signature(s) Director/Duly authorised signatory
Contact Details: Please provide your contact details below.
Contact Name: Telephone:
Email Address:
INSTRUCTIONS FOR COMPLETION OF THIS MINIMUM HOLDING RETENTION FORM
•Notification by a shareholder that is a company must be signed on behalf of the company by a person/persons duly
authorised for that purpose.
•Joint shareholders must all sign the Minimum Holding Retention Form.
•This Minimum Holding Retention Form may be executed by an attorney, in which case the relevant Power of Attorney, if
it has not already been noted by Computershare, must accompany this Form and the certificate printed overleaf must be
completed. If the Power of Attorney has been noted by Computershare, please state this under the signature of the
attorney.
•When completed, send this Minimum Holding Retention Form to Computershare (details below).
The signed Minimum Holding Retention Form must be received by Computershare by 5pm, Tuesday, 18 February
2025. Please allow sufficient time for posting/delivery or email to the email address below.
Computershare Investor Services Limited
Private Bag 92119
Victoria Street West
Auckland 1142
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Contact Details
Phone: 0800 650 034 or +64 9 488 8793 New Zealand
Phone: 1800 501 366 or +61 3 9415 4083 Australia
Email: ntl@computershare.co.nz
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY/AGENT
Please complete the following if you are acting on behalf of someone for whom you hold Power of Attorney/Agent.
Select representation: Power of Attorney [ ] Agent [ ]
I, (Name of Attorney/Agent)
of, (Address and Occupation of Attorney/Agent)
HEREBY CERTIFY THAT:
1. As Attorney/Agent of under a deed/agreement dated (dd/mm/yy)
given to me by him/her/them
2.I have executed the application to continue to hold NTL shares as Attorney/Agent pursuant to the powers
conferred on me by that Power of Attorney/Agreement.
3. At the date of this certificate I have not received any notice or information of the revocation of that
appointment, whether by the death or dissolution of the donor or otherwise.
Signed at this day of 2024/5
Signature of Attorney/Agent
Update your information:
Online:
www.investorcentre.com/nz
By email:
enquiry@computershare.co.nz
By mail:
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142
New Zealand
For all enquiries:
Phone: +64 9 488 8777
Email: enquiry@computershare.co.nz
New Talisman Gold Mines Limited – Direct Credit Form
With reference to the Notice of Unmarketable Parcel Sale Facility, if Option 1 applies and you wish to have the proceeds
of the sale of your shares deposited into your bank account, please provide your bank account details below. If
you do not provide a bank account, payment for your shares will be withheld until a bank account is provided
Common Shareholder Number (CSN) / Holder Number/HIN
Full name(s) of registered Securityholder(s) (as it appears on the register)
Email address
If you wish to receive future communications by email f ro m the companies you currently hol d securities with that offer electronic communications,
please enter your email address in the box provided. If you wish to receive communications by post, do not provide your email address.
Signature of securityholder(s)
Note: This section must be signed for your instructions to be executed.
I/We authorise you to act in accordance with my/our instructions set out above.
Securityholder 1 Joint securityholder 2 Joint securityholder 3
This form should be signed by all securityholders. If signed by the securityholder’s attorney, a certified copy of the power of attorney must
be attached to this form unless it has previously been noted by the registry. If executed by a company, the form must be signed in
accordance with the company’s constitution and the Companies Act 1993.
Australian bank account details
BSB Account number
Name in which account is held
Update your information:
Online:
www.investorcentre.com/nz
By email:
enquiry@computershare.co.nz
By mail:
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142
New Zealand
For all enquiries:
Phone: +64 9 488 8777
Email: enquiry@computershare.co.nz
New Talisman Gold Mines Limited – Direct Credit Form
With reference to the Notice of Unmarketable Parcel Sale Facility, if Option 1 applies and you wish to have the proceeds
of the sale of your shares deposited into your bank account, please provide your bank account details below. If
you do not provide a bank account, payment for your shares will be withheld until a bank account is provided
Common Shareholder Number (CSN) / Holder Number/HIN
Full name(s) of registered Securityholder(s) (as it appears on the register)
Bank
Branch Account number Suffix
Name in which account is held
Cash Management Account Reference Number (where applicable and the bank account number above belongs to a broker or custodian)
Email address
If you wish to receive future communications by email from the companies you currently hol d securities with that offer electronic communications,
please enter your email address in the box provided. If you wish to receive communications by post, do not provide your email address.
Signature of securityholder(s)
Note: This section must be signed for your instructions to be executed.
I/We authorise you to act in accordance with my/our instructions set out above.
Securityholder 1 Joint securityholder 2 Joint securityholder 3
This form should be signed by all securityholders. If signed by the securityholder’s attorney, a certified copy of the power of attorney must
be attached to this form unless it has previously been noted by the registry. If executed by a company, the form must be signed in
accordance with the company’s constitution and the Companies Act 1993.
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