Appendix 3B | NEW TALISMAN GOLD MINES

New issue announcement,

application for quotation of additional securities

and agreement

Name of entity

New Talisman Gold Mines Limited

ABN

009 474 702

We (the entity) give ASX the following information.

Part 1 ‑ All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+Class of +securities issued or to be issued	Fully Paid Ordinary SharesOptions

2	Number of +securities issued or to be issued (if known) or maximum number which may be issued	Up to 282,941,751 Ordinary Shares

3	Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Fully paid ordinary shares on payment of NZ 0.8 cent or AU 0.8 cent per share


4	Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment		The ordinary shares rank equally in all respects with ordinary fully paid shares.

5	Issue price or consideration		NZ 0.8 cent or AU 0.8 cent payable in cash for each fully paid share

6	Purpose of the issue(If issued as consideration for the acquisition of assets, clearly identify those assets)		To initiate production at the Talisman Mine and fund general working capital

6a	Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i		Yes

6b	The date the security holder resolution under rule 7.1A was passed		19 September 2013

6c	Number of +securities issued without security holder approval under rule 7.1		Nil

6d	Number of +securities issued with security holder approval under rule 7.1A		Nil

6e	Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)		Nil

6f	Number of +securities issued under an exception in rule 7.2		Up to 282,941,751 Shares

6g	If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.		NA

6h	If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements		NA

6i	Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements		84,482,525 under Rule 7.156,588,350 under Rule 7.1A

7		+Issue datesNote: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.Cross reference: item 33 of Appendix 3B.	10 June 2014

			Number	+Class
8		Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)	Up to 848,825,252	Ordinary Shares
			Number	+Class
9		Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	2,000,000 4,500,000 2,000,000	Options expiring 11 November 2018 Options expiring 13 November 2018 Options expiring 13 February 2019

10		Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	NA

Part 2 ‑ Pro rata issue

11	Is security holder approval required?	No

12	Is the issue renounceable or non-renounceable?	Renounceable

13	Ratio in which the +securities will be offered	One share for every two shares held

14	+Class of +securities to which the offer relates	Ordinary SharesOptions

15	+Record date to determine entitlements	9 May 2014

16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Yes

17	Policy for deciding entitlements in relation to fractions	0.5 or more rounded up

18	Names of countries in which the entity has security holders who will not be sent new offer documentsNote: Security holders must be told how their entitlements are to be dealt with.Cross reference: rule 7.7.	BelgiumChinaFrance Germany Hong Kong Japan Philippines Singapore Sri Lanka Sweden United Arab Emirates United Kingdom United States of America Virgin Islands

19	Closing date for receipt of acceptances or renunciations	3 June 2014

20	Names of any underwriters	NA

21	Amount of any underwriting fee or commission	NA

22	Names of any brokers to the issue	NA

23	Fee or commission payable to the broker to the issue	NA

24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	NA

25	If the issue is contingent on security holders’ approval, the date of the meeting	NA

26	Date entitlement and acceptance form and offer documents will be sent to persons entitled	14 May 2014

27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	NA

28	Date rights trading will begin (if applicable)	7 May 2014

29	Date rights trading will end (if applicable)	27 May 2014

30	How do security holders sell their entitlements in full through a broker?	Contact an ASX or NZX participant to sell all or part of the entitlement

31	How do security holders sell part of their entitlements through a broker and accept for the balance?	Contact an ASX or NZX participant to sell all or part of the entitlement

32	How do security holders dispose of their entitlements (except by sale through a broker)?	NA

33	+Issue date	10 June 2014

Part 3 ‑ Quotation of securities

You need only complete this section if you are applying for quotation of securities

34	Type of +securities(tick one)
(a)	ü	+Securities described in Part 1

(b)	All other +securitiesExample: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35		If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

36		If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories1 – 1,0001,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over

37	A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

38	Number of +securities for which +quotation is sought

39	+Class of +securities for which quotation is sought

40	Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41	Reason for request for quotation nowExample: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security)

		Number	+Class
42	Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

Quotation agreement

1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

2 We warrant the following to ASX.

The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

There is no reason why those +securities should not be granted +quotation.

An offer of the ⁺securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

5 May 2014

Sign here: ………………………………………….Date: …………………….