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NTL 2020 Annual Report

Annual Report29 June 2020NTLIndustrials

www.newtalisman.co.nz
ANNUAL REPORT 2020

TALISMAN GOLD MINE ESTABLISHED 1894

NEW TALISMAN GOLD
ANNUAL REPORT 2020

2

CONTENTS

Directors’ Report 4

Board of Directors 10

Audit Report 11

Financial Statements 15

Notes to the Financial Statements 18

Tenement Schedule 23

Additional Information 26

Corporate Governance 28

Company Directory back page

TALISMAN GOLD MINE ESTABLISHED 1894

ANNUAL REPORT 2020NEW TALISMAN GOLD
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1852 – Gold discovered on the Coromandel

1875 – Ohinemuri goldfield opened for prospecting

1882 – Maria Vein discovered at Mt Karangahake

1883 – Crown Mine established

1887 – Woodstock Mine established

1894 – Historical Talisman Mine established

1904 – Woodstock Mine incorporated into Talisman

1919 – Talisman Closure

1928 – Crown Mine closure

1971 – Southern Cross Minerals begin exploration

1980 – NZ Goldfields registered

1985 – NZ Goldfield/Freeport JV

1987 – NZ Goldfields/Cyprus Minerals JV

1989 – Discovery of Dubbo Zone

1993 – Southern Mining license lapses

1995 – Exploration Permit granted to Heritage Gold

2003 – 1st Phase exploration – 109 600 Oz

2006 – 2nd Phase exploration – 205 000 Oz

2012 – Renamed New Talisman Gold Mines Limited

2012 – Scoping Study completed

2013 – Pre-Feasibility Study completed

2013 – Advanced stage access negotiations

2013 – Detailed planning in process for Bulk Sampling

2013 – Feasibility Study commissioned

2013 – Bulk sampling Project Plan Completed

2013 – Resource consent granted

2013 – Access Arrangement approved

2014 – Authority to Enter and Operate obtained

2014 – Rahu Mineral Resource Estimate

2014 – First Gold Production of 64Oz Au @47g/t

2014 – Health and Safety plan lodged

2015 – Water Management Plan reviewed

2015 – Second ore treatment yields 16 Oz Au @ 37g/t

2015 – Judicial Review successfully defended

2016 – Traffic Management Plan Approved

2016 - Initiate Bulk Sampling Project

2016 – Identify and evaluate additional resources

2016 – Site Establishment

2016 – Initial Mine refurbishment

2016 – Finalisation of Proposed Newcrest JV

2016 – Rehabilitation to Mystery Vein

2016 – Development of Mystery Block

2017 – Rehabilitation to Dubbo

2017 – Development of Dubbo Block

2017 - Prefeasibility study

2018 – Initiate extraction activities

2019 – Commissioning of pilot plant,

2019 – Completion of metallurgical testwork,

2020 – Completion of Mineral Resource estimate

update and review

2020 – Extraction activities at Mystery

2020 – Design and planning of larger plant

19032003

2004

2018

2013

2017

NEW TALISMAN GOLD
ANNUAL REPORT 2020

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Dear Shareholders

2019 marked the 125th year of the Talisman mine. Even after 125 years the Talisman mine continues to delight and surprise its

operators. Despite various challenges over the life of the mine its resilience has shone through and the opportunities still abound.

The market climate for the minerals industry in New Zealand during 2020 has been less than optimal with a looming election, Covid

19 and a Labour coalition government that has failed to deliver in a number of key policy areas. Your company however, has been able

to operate the Talisman Mine project successfully in the Karangahake Gorge in a manner that recognises the values of environmental

sustainability.

While the year has been a challenging one, it is never the less one which marks the achievement of several milestones in the

development of your company. Of the numerous accomplishments during the year some require particular mention :

• Completion of rehabilitation works opening up both Mystery and Dubbo veins

• Completion of Phase 1 Metallurgical testwork –Gold and precious metals recovery rates achieved.

• Phase 2 metallurgical testwork commenced

• Commencement of extraction activities

• Completion of successful capital raising of 3.6M

• Commencement of design and planning for larger volume plant

• Completion of an updated Mineral Resource estimate for the Maria and Mystery veins

• Completion of peer review of the Resource estimate by AMC Consultants

The second half of the year was heavily influenced by the completely unforeseen effects of the COVID pandemic. Restrictions began

with implementing distancing controls, which are more difficult in the close confines underground at Talisman, and eventually led

to the halting of almost all commercial activities in New Zealand and across the globe. Many economies remain in various levels of

lockdown.

The uncertainty caused widespread

panic and volatility across the world’s

capital markets with the US markets

crashing leading the US government

to inject billions of dollars into the

equity markets. The resulting rally did

not reflect the widespread damage

growing exponentially across many

states in the US causing volatility and

uncertainty.

With uncertainly, investors fled to the

safety of gold with both Reserve Banks

increasing their gold reserves as well as

major institutions. This has resulted in

gold reaching new highs in NZD terms

further driven by supply interruptions

caused by the impact of lockdowns on

mining operations across the globe.

The lockdowns and restrictions

had a significant impact on the

implementation of the mine plan and

international supply chains ultimately

resulting in the decision to focus the

team on two key areas least impacted,

being, the completion of the Mineral

Resource estimate and peer review,

and the processing plant design and

equipment specification.

The primary focus remains on

delivering a production route for the

Talisman ore following the completion

of a majority of the testwork at the pilot

plant as set out in the following report.

REPORT TO THE SHAREHOLDERS

OF NEW TALISMAN GOLD MINES LTD

HIGHLIGHTS

ANNUAL REPORT 2020


Gold Price NZD

ANNUAL REPORT 2020NEW TALISMAN GOLD
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TALISMAN MINE –OPERATIONS

The financial year commenced in a strong position through completion of an SPP which was strongly supported by shareholders,

raising 3.6M NZD. This met the estimated extraction activities at the mine and allowed activities to be accelerated in the first quarter

resulting in access to the BM37 Dubbo area to be completed. This area had been inaccessible for decades following a major rock fall

which occurred after the last mining which ceased in 1992.

The removal of over 200 tonnes of material to gain access to the BM37 rise revealed an excavation that was larger than expected.

Poor support and less than optimal mining methods used by previous operators resulted in challenging geotechnical conditions.

This prevented easy access to mining blocks which could be targeted for initial extraction due to the costs to support and stabilize

the area above the historic excavation. The

production plan was reviewed to take into

account the conditions and a revised plan to

develop a decline system providing access to

the ground 7m below BM37 was completed.

This plan was outlined to shareholders at the

2019 AGM. This planning was complete in the

first quarter of the financial year while at the

same time the pilot plant was consented and

commenced processing high grade ore into a

concentrate which graded at 800g/t Au.

Focus then turned to Mystery with an aim to

complete rehabilitation works through to the

face of the Mystery vein, these works were

complete by the end of the first half of the

financial year. It was decided through the

Terra Firma team to commence blasting and

drive the face of Mystery forward revealing

the continuation of the vein with samples

resulting in grades as high as 40g/t Au. The

continued mineralization further highlights

Mystery as having both high grade blast ready

ore blocks as well as the potential to expand

the resources.

Mystery – Blast ready - Highly prospective

The Mystery Vein was discovered in the 1980’s, by then operator Cyprus Mines Corporation in joint venture with New Zealand Gold

Fields Ltd, when developing Keillors Crosscut to connect the Talisman Mine with the adjacent Crown Mine. This crosscut intersected

a previously unidentified vein, now called Mystery Vein, approximately mid-way between the historically productive Maria and Crown

vein systems. It is believed that this vein had not been identified previously because of its location on the boundary between the two

historic mining permits, although there is evidence that the vein may have been encountered in the lower levels of the Talisman Mine.

The vein shows similar geological characteristics to the adjacent veins and follows a similar north south strike direction, suggesting

that this may be the same vein system worked at the historic Rhoderick Dhu Mine, which is located roughly mid-way between the

Talisman and Crown Mines around 100m below the current exposure on No 8 Level and some 500m to the north.

A focal point of the underground activities at the Talisman was to extend the face of the Mystery north drive. The drive was extended

by an additional 6.1m and significant in fill sampling carried out. This data was incorporated in the recently released mineral resource

estimate and the Company is greatly encouraged by the increased grade of this resource, (14,000 tonnes at 25 g/t equivalent bullion

1

grade for 11,000 equivalent bullion ounces inferred). This estimate supports NTL’s view of the future production potential of the

Mystery and as part of the ongoing drive to production from this area and activities over the next quarter prioritize enhancing the

Company’s understanding of this vein given its potential to be a major contributor to mine life.

The vein has been exposed over a strike length of some 50m and regular sampling carried out by New Talisman (then called Heritage

Gold) identified samples on the face of Mystery with grades of up to 50 g/t Au . The northward strike extension of the vein represents

an exploration target with resource potential of between 200,000t to 500,000t at between 10g/t Au and 20g/t Au. This potential

quantity and grade is conceptual in nature, there has been insufficient exploration to estimate a Mineral Resource and it is uncertain

if further exploration will result in the estimation of a Mineral Resource. The connection between Mystery and Rhoderick Dhu is

conceptual in nature and will need to be tested by step-out drilling. There is also potential to track the southward extent of the

Roderick Dhu vein, and other veins that crop out in the corridor between Maria and Welcome using lower-cost, surface exploration

techniques prior to drill testing.

Testing of the resue mining method at the Mystery vein, where the vein and associated waste material are extracted in separate cuts,

is proving successful with the primary extraction of the vein achieving a clean break on the contact between the vein and host rock.

This enables the vein material to be loaded separately from the waste, maximising the grade of ore trammed to the run of mine

stockpile. Successful long-term implementation of this mining method will hold significant commercial advantages for the mine

through reducing the tonnage of ore to be transported and milled, and correspondingly reducing the costs involved, while at the

same time increasing the feed grade of the milled material as very little waste would be included.

1

For reporting purposes, all resources are reported as equivalent bullion values, due to bullion values rather than gold and silver grades

being the only grade information that is available for historic channel samples. Conversion of more recent gold and silver values to equivalent

bullion values uses the formula: Equivalent bullion grade = Gold grade + (Silver grade * 0.031609), which is based on historical prices of gold

and silver. The equivalent bullion value of the resource is the same as an estimated gold equivalent grade due to the manner in which the

historic and modern bullion values have been determined. Bullion conversions by NTL were based on a constant gold price of at £4-6s-0d/oz

or USD20.47/oz during the period of historical production. Silver prices ranged from USD 0.49 to USD 1.03/oz

The face of the Mystery Drive showing the extension of the vein before sidewall waste is removed

NEW TALISMAN GOLD
ANNUAL REPORT 2020

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Exploration and Resource Development

During 2019 the company undertook to update the Mineral

Resource estimate for the Maria and Mystery veins as new

information became available. The update included all the

previous Resource areas with the exception of the Crown resource

which remains at 31,000 equivalent bullion ounces.

This update includes all geochemical and geotechnical data

and incorporates new survey data gathered by the Company

during the reopening of the mine’s No 8 level. It incorporates

several recommendations made by GEOS Mining during

their independent review of the 2017 MRE as well as those

recommendations made by AMC Consultants following their

review of the 2019 MRE also being adopted in the update.

Potential extensions to the current resources have been also been

identified within the main quartz vein host structures and proximal

veins. These are in the process of being prioritized with the focus

on those areas that can, with additional cost effective exploration,

be developed into viable exploration targets with potential to

upgrade to an appropriate resource category under the JORC

Code 2012.

The resource estimate, internal documentation and data were

submitted for independent peer review by Mr. Peter Stoker of

AMC Consultants (Pty) Ltd. AMC are an internationally recognized

consultancy. Mr. Stoker is regarded as a world leading authority

on the reporting of mineral resources.

Note: - Data sources include historic bullion samples, drill holes and underground channel samples

• Mineral Resources are reported on a 100% basis to a nominal 2.2 Bullion equivalent grams per tonne cut-off grade which was

determined in 2017 based on estimates of mining costs, metallurgical recoveries, treatment and refining costs, general and

administration costs, royalties, and commodity prices.

• Ounces are estimates of metal contained in the Mineral Resource and do not include allowances for processing losses.

• For reporting purposes, all resources are reported as equivalent bullion values, due to bullion values rather than gold and silver

grades being the only grade information that is available for historic channel samples. Conversion of more recent gold and silver

values to equivalent bullion values uses the formula: Equivalent bullion grade = Gold grade + (Silver grade * 0.031609), which

is based on historical prices of gold and silver. The equivalent bullion value of the resource is the same as an estimated gold

equivalent grade due to the manner in which the historic and modern bullion values have been determined. Bullion conversions

by NTL were based on a constant gold price of at £4-6s-0d/oz or USD20.47/oz during the period of historical production. Silver

prices ranged from USD 0.49 to USD 1.03/oz.

• Tonnage and grade measurements are in metric units. Gold ounces are reported as troy ounces. Rounding as required by

reporting guidelines may result in apparent summation differences between tonnes, grade and contained metal content.

Resource CategoryOre Zone/VeinTonnes Grade g/tOunces Bullion

equivalent

IndicatedTalisman Bonanza 29,0004.34,100

IndicatedDubbo 15,0009.04,400

IndicatedDubbo splay 4,30019.02,600

IndicatedWoodstock 35,0005.15,600

IndicatedWoodstock splay 22,0005.13,600

Total Indicated110,0006.020,000


InferredTalisman-Bonanza 300,00019.0190,000

InferredDubbo 150,00023.0110,000

InferredDubbo splay 56014.0250

InferredWoodstock 62,0005.611,000

InferredWoodstock splay 20,0004.72,900

InferredMystery 14,00025.011,000

Total Inferred 550,00019.0330,000

Total Resources (* Crown excluded)660,00017.0350,000

ANNUAL REPORT 2020NEW TALISMAN GOLD
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The table opposite excludes the Mineral Resource Estimate for the Crown/Welcome vein system, that were not reassessed during

2019 and were not included in the review by AMC but remain part of the total Talisman Mineral Resource. Resources attributable to

the Crown/Welcome system are estimated previously at 31,000 equivalent bullion ounces. This information was prepared and first

disclosed under the JORC Code 2004. It has not been updated since to comply with the JORC Code 2012 on the basis that the

information has not materially changed since it was last reported A revised assessment of the resource potential of Crown/Welcome,

conforming to the reporting standards of the 2012 JORC Code, is planned for the future and will include the remaining data acquired

in 2004. The more detailed information, including JORC table 1, was released to the market on 24/06/2020. Please see the full report

at https://www.asx.com.au/asxpdf/20200624/pdf/44jxg7jlm05d5q.pdf

NTL is aware that the updated estimate of mineral resources within the Maria and Mystery Veins, as well as the change in gold price,

are likely to have a material effect on the outcome of any previously announced studies and/or Ore Reserves. In the coming year

further sampling and exploration activities at the mine will aim to identify key exploration targets with a focus on supporting the

Mystery vein developments.

Metallurgical testwork and Processing plant

The primary effort in the first half of the financial year was directed towards securing a means of processing the ore produced at the

mine. This has involved procurement, consenting and operation of a pilot processing plant to verify previous metallurgical testwork

results. The pilot plant comprises scaled-down processing units (jaw crusher, rod mill, centrifuge, shaker table) that replicate the

operations of a commercial plant to the same design as was used in metallurgical testwork carried out in South Africa . The plant relies

on gravitational effect to separate gold and other metals from the host rock, resulting in a metal concentrate, which can be treated

further or sold directly, and inert tailings that can be disposed of in a number of ways without any environmental consequences.

It is likely that these tailings will have a commercial value through use in industrial applications which will contribute towards the

overall value of the project while at the same time relieving the company of the cost of disposal.

This critical milestone allows the scoping siting and ultimately procurement of a suitable plant meeting higher volumes with an

application for resource consent for the larger plant to be lodged once the specific plant has been identified. While a number of

plants which may suit have been located the travel restrictions still in place mean site visits may be some time away.

The process schematic of the proposed flowsheet and plant process is shown below.

Figure 1: Process flow diagram

Following grant of resource consent in early July commissioning of the plant was completed and processing of the high-grade

samples taken from the Talisman Mine commenced early in the September quarter.

Testwork Results

Phase 1 of the testwork was completed during the year and positive results been obtained. The full results are contained in the following

market announcement https://www.asx.com.au/asxpdf/20191031/pdf/44b43j3bbh8kx0.pdf and are discussed in subsequent sections.

Grind size

A particle size analysis of samples taken of ore exiting the mill was carried out by SGS analytical laboratories. The results of these tests

confirm that the mill is effective at achieving the desired grind size with 98% of the ore less than 100μm and 96.1% less than 75μm.

Primary Recovery

In order to quantify the effectiveness of gold recovery into the primary concentrate a total of nine test batches were run, six on ore

sourced from the Dubbo Zone and three from Mystery. The results are as follows:

• On average 64% of the gold and 38% of the silver is recovered into 15% of the ore i.e. each tonne of ore treated yields 150kg of

concentrate;

• The average feed grade for Maria Ore was 10.05 g/t and for the Mystery Vein 9.61g/t both measured through sampling of mill

output;

• Concentrate grade of 41.5g/t was achieved for the Maria vein and 40.7g/t for the Mystery Vein;

The results prove that the process is capable of producing a concentrate that can be sold directly to a third-party operator.

NEW TALISMAN GOLD
ANNUAL REPORT 2020

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Secondary Concentrate

The effectiveness of further processing concentrate over the shaker table was quantified through the treatment of approximately 40kg

of primary concentrate in two batches which yielded 650g and 600g of secondary concentrate at grades of 989g/t gold and 4,120g/t

silver, and 876g/t gold and 2800 g/t silver respectively. High levels of other metals such as iron, copper and zinc are reported in the

concentrate. Approximately 1.2kg of this concentrate has been produced to date.

While there is significant opportunity to improve on the above results through varying of grind size etc. the results have provided the

company with sufficient confidence in the process to proceed with the design and costing of a larger facility to cater for the needs of

the project.

The ability to replicate the results is of primary importance to the consent, design and commissioning of a commercial scale gold

processing plant capable of processing the mines planned output.

Plant configuration and design

The company carried out the initial design work for the larger gravity plant by Terra Firma. Terra Firma have also expressed interest in

working with the company to develop a larger capacity plant and, with completion of Phase 1 both parties are now able to negotiate

commercial terms

ANNUAL REPORT 2020NEW TALISMAN GOLD
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CORPORATE

During the period the company progressed discussions with a number of parties who have approached the company on the Talisman

Mine project, once the second phase of metallurgical testwork is complete the board will be in a better position to contemplate

commercial proposals.

Joint venture opportunity

While planning has been focused on the development of a plant internally, the board determined that there is a potential opportunity

for a third party to finance the plant or part of a plant with NTL reducing the funding requirement from shareholders for a processing

capability which did not form part of the previous capital raising. The development of a processing facility is the key focus currently

further highlighted with the recent closure of the Waihi plant leaving no processing facility in the area for potential toll treatment in the

near term. While yet to reach a commercial conclusion, the company is confident that it may secure a partner to develop a processing

and milling function which is currently absent from the NZ market. This will allow the company to focus its resources on extractive

activities and evaluate the potential mineral targets which have been further highlighted in the updated 2019 MRE report, through to

exploration activities with potential to enhance the various resource categories and support the growing geological concept around

the Mystery Vein amongst other near term targets.

Corporate discussions have been underway for some time with both Terra Firma Mining, New Talisman’s contractor, and a NZ based

group focused on the minerals industry, in regard to the potential for a long term toll treatment agreement to be offered by New

Talisman in return for building operating and financing a regionally based plant. NTL is currently developing a base case which would

deliver a processing capability for Talisman and provide excess capacity for Talismans long term needs as well as a number of projects

which would be viable if a processing capability was available. NTL has identified three projects that are targeted for engagement

following the team completing market soundings on the level of interest in a fixed rate per tonne processing fee. Discussions

suggested that consolidation of feedstock from mining projects which are capable of extracting ore but have no processing capability

may be viable.

A business planning memorandum is currently underway in order to evaluate the economic viability of a processing plant in a joint

venture which would allow NTL to accelerate the developments at the mine and allow increased volumes of ore to be extracted and

stockpiled while the plant is being commissioned.

Work also continues on the planning and costings to attain a resource consent application for full mining in line with the 15 years

remaining on the mine permit and expert consultants were engaged to assist in the application process.

Summary

2020 has been a year not as planned but we continue to progress amid the charged political environment and continuing covid

complications. We anticipate the balance of 2020 year to require careful navigation however we aim to continue progressing the

development plan as we head toward production. It has only been in recent weeks following the removal of most restrictions that the

mine has been able to be accessed so that the planning for blasting at Mystery could be completed. Terra Firma have now completed

the planning activities for Mystery aimed at both driving the face forward as well as seeking to confirm that the encouraging gold

grades sampled continue along strike. This has the potential to deliver both tonnage of paydirt for stockpiling and important

geological data supporting the Mystery – Rhoderick Dhu geological concept.

The Board took measures early in the year to conserve the company’s cash and a 20% reduction to directors fees, management costs

and corporate overheads was made prior to the issue of an SPP raising 3.6M these reductions remain in place and the board continues

to maintain cost controls in activities being undertaken.

With extraction commencing and resulting ore being stockpiled the strategy is to align the processing capability so as Ore can be

processed once the resource consent which has a 2 year limit is triggered.

The Mineral Resource Estimate which was completed in 2017 was peer reviewed in 2018 and the recommendations resulted in the

decision to update the Mineral Resource Estimate by an independent Senior Geologist and engage an expert to peer review the

updated MRE. The completion of the updated Mineral Resource estimate and peer review of such by internationally recognized AMC

Consultants confirmed that the estimate is reported in accordance with the JORC Code 2012 edition. The completion of the recent

MRE and other new data gained during the year has supported the near term focus on the highly prospective and recently discovered

Mystery vein .

The core focus is on the development of a processing route for the ore so as to ensure that the bulk sampling resource consent is not

deemed to have commenced until the first ore is transported from the mine portal to the plant.

During the year the company advanced both areas of underground operations and resource development.

Tenement Holdings

Project Permit Number Ownership

Talisman MMP 51326 100% New Talisman Gold Mines Ltd

Rahu MEP 60144 100% Rahu Resources Pty Ltd a 100% owned subsidiary of NTL

Competent Persons Statements

The information in the report to which this statement is attached that relates to Exploration Targets or Mineral Resources contained

within the Maria and Mystery Vein systems is based on information compiled by Jackie Hobbins, a Competent Person who is a

Member of the Australian Institute of Geoscientists. She has sufficient experience that is relevant to the style of mineralisation and type

of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition

of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Ms Hobbins is an independent

consultant employed by Hobbins Consulting Limited and has no financial interests in New Talisman Gold Mines Limited or any

associated companies and was remunerated for this report on a standard fee for time basis.

The information in this report that relates to exploration results, exploration targets and mineral resources contained within the Crown

and Welcome vein systems is based on information compiled by or supervised by Mr Murray Stevens. Mr Stevens is a consulting

geologist and director of New Talisman Gold Mines Ltd, who is a corporate member of the AusIMM. Mr Stevens has sufficient

experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken

to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral

Resources and Ore Reserves”.

NEW TALISMAN GOLD
ANNUAL REPORT 2020

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BOARD OF DIRECTORS

Mr Charbel Nader B.com, M App Fin, CA, CTA

Chairman and Non-executive Director

Mr Nader is an investment banker with extensive experience

in corporate finance and strategic advisory and board roles,

including experience in mergers and acquisitions project

finance. Charbel has worked across a range of industries and has

expertise in the finance of capital intensive projects with volatile

returns. Charbel was formerly deputy chairman of Aspermont Ltd

publisher of the Mining Journal and organiser of the Mines and

Money events in Hong Kong, London and Melbourne.

Mr Nader was, head of Pitt Capital Partners Melbourne office

(a subsidiary of Washington H Soul Pattinson), and founding

Chairman of a successful media start up and oversaw its sale

to Fairfax Ltd for in excess of $100m. He is Non-Executive

Director of Madman Entertainment, distributor of the highly

successful New Zealand film The Hunt for the Wilderpeople.

He has been a director of gold mining companies with assets

in Hungary. Mr Nader is a non executive Director of United

Networks Ltd, Chairman Growth Factor Ltd. He has a Bachelor of

Commerce and Masters of Applied Finance from the University

of Melbourne, is Chartered Accountant and is fellow of the

Tax Institute of Australia. First appointed August 24, 2016 and

re-elected September 18, 2019

Matthew Geoffrey Hill MBA, MAICD, Ffin

Chief Executive Officer

Mr Hill is an Executive Director of International Pacific Capital

Limited, and Managing Director of Asia Pacific Capital Group

Limited. Matthew is an experienced merchant banker having

worked previously at Potter Warburg (now UBS); Eventures (a

joint venture between Newscorp and Softbank); Pitt Capital and

Souls Private Equity Limited. Matthew specialises in resources

and company listings on the ASX and NZX.

Matthew has been responsible for leading the company from

exploration into the development phase at the Talisman mine

since his appointment in late 2012 and is primarily responsible

for day to day operations and capital raising initiatives of

the company. Mr. Hill is a non-executive director of Broken

Hill Prospecting Limited ASX:BPL which holds interests the

Thackaringa cobalt project near Broken Hill in NSW Australia and

a portfolio heavy mineral sands tenements in the Murray Basin.

Matthew is also alternate director for Geoffrey Hill on Pacific

American Coal ASX:PAK .

Mr Hill Holds a Graduate Diploma in Applied Finance and Master

of Business Administration. He is a fellow of the FINSIA and a

member of the Australian Institute of Company Directors.

Mr Hill was appointed to the New Talisman Board as Alternate

Director for Geoffrey Hill on 1 December 1999, and has served

as a full Director for nearly 13 years since his appointment on 10

October 2006 and Appointed as CEO/Managing Director on 3

September 2012. Re-elected September 18, 2019.

Mr Murray Ronald Stevens, BSc, MSc(Hons),

Dip.Geol.Sci, MAusIMM

Non-executive Director

Mr Stevens has BSc and MSc (Hons) degrees in geology from

the University of Auckland and a Post-graduate Diploma in

Geoscience from Macquarie University in Sydney majoring in

Mineral Economics.

Mr Stevens has over than 35 years of experience as a geologist

and has provided consulting services to NTL since 2002.

Mr Stevens has extensive expertise exploring for epithermal gold

deposits in the Coromandel and the wider Asia-Pacific region. He

has held Senior Management and consulting roles in a number of

public and private companies and was NTL’s (formerly Heritage

Gold Ltd) first Exploration Manager from 1987 to 1996. He was

instrumental in recognizing the potential for the Talisman Mine

and the Rahu area when NTL acquired these areas in the early

1990’s. Murray played a key role in the original discovery made

at Rahu and was the exploration consultant for NTL when the

work undertaken between 2003 and 2006 delineated the current

resources at Talisman.

First appointed May 9, 2016 and re-elected September 20, 2017.

Mr Tony Haworth, M.Sc (Tech), M.Sc (Fin),

M.AusIMM, MAICD

Independent Director

Mr Haworth has over 20 years’ experience spanning a variety of

geological, corporate, finance and governance roles across the

minerals industry and as a corporate adviser and investment

banker.

Mr Haworth began his career as an Exploration Geologist with

Heritage Gold (now NTL) and has worked in New Zealand and

offshore for a range of private and public listed companies.

His other previous roles include General Manager of Mawarid

Mining (formerly National Mining Company) in Oman, Director

of Liberty Gold Corporation in London and Director at New

Zealand corporate advisory firm Campbell MacPherson Ltd. He

is currently an Investment Manager with New Zealand Trade &

Enterprise.

Mr Haworth holds a Masters in Finance from London Business

School and a Masters in Earth Science from the University of

Waikato. He is a corporate Member of the Australasian Institute

of Mining and Metallurgy and a Member of the Australian

Institute of Company Directors. First appointed August 24, 2016

and re-elected September 12, 2018.

From L-R: Murray Stevens, Tony Haworth, Charbel Nader, Matt Hill

ANNUAL REPORT 2020NEW TALISMAN GOLD
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AUDITOR’S REPORT

NEW TALISMAN GOLD
ANNUAL REPORT 2020

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ANNUAL REPORT 2020NEW TALISMAN GOLD
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NEW TALISMAN GOLD
ANNUAL REPORT 2020

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ANNUAL REPORT 2020NEW TALISMAN GOLD
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NEW TALISMAN GOLD MINES LIMITED

Statement of Comprehensive Income

For year ended 31 March 2020

GroupParent


Note20202019 20202019

NZ$NZ$ NZ$NZ$

Continuing Operations


Other Operating income239,51186,734 39,51186,734

Operating and administrative expenses3, 4(996,071) (1,290,061) (972,000) (1,276,164)


Exploration costs written off 10(2,757,313)--

Gain/(loss) from operations (3,713,873) (1,203,327) (932,489) (1,189,430)

Net profit/(loss) for the year (3,713,873)(1,203,327) (932,489)(1,189,430)


Other Comprehensive Income / (Loss)-1,783-1,783

Total comprehensive income/(loss)(3,713,873) (1,201,544) (932,489)(1,187,647)

Net profit/(loss) attributable to equity

holders of the parent

(3,713,873) (1,201,544) (932,489)(1,187,647)

Comprehensive profit/(loss) attributable

to equity holders of the parent

(3,713,873) (1,201,544) (932,489)(1,187,647)

Earnings per share

Basic earnings/(loss) per share

From continuing operations(0.15) cent (0.06) cent (0.04) cent (0.05) cent

Diluted earnings/(loss) per share

From continuing operations(0.15) cent (0.06) cent (0.04) cent (0.05) cent

The accompanying notes form part of these financial statements

NEW TALISMAN GOLD MINES LIMITED

Statement of Changes in Equity

For the Year Ended 31 March 2020

Group 2020Group 2019

Note

Share

Capital

Capital

Reserves

Retained

Earnings

Total

Equity

Share

Capital

Capital

Reserves

Retained

Earnings

Total

Equity

NZ$NZ$NZ$NZ$NZ$NZ$NZ$NZ$

Profit/(Loss)--(3,713,873)(3,713,873)--(1,203,327)(1,203,327)

Other comprehensive

income/(loss)

---- -1,7831,783

Proceeds from share

capital issued

--------

Transfer to

accumulated income

7--------

Equity at beginning

of year

38,216,371-(18,562,587)19,653,78434,590,849-(17,361,043)17,229,806

Equity at end of year 738,216,371-(22,276,460)15,939,91134,590,849-(18,562,587)16,028,262

Parent 2020Parent 2019

Note

Share

Capital

Capital

Reserves

Retained

Earnings

Total

Equity

Share

Capital

Capital

Reserves

Retained

Earnings

Total

Equity

NZ$NZ$NZ$NZ$NZ$NZ$NZ$NZ$

Total comprehensive

income/(loss)

-

-

(932,489)(932,489)-

-

(1,187,647)(1,187,647)

Proceeds from share

capital issued

-

-

------

Transfer to

accumulated income

7--------

Equity at beginning

of year

38,216,371-(21,278,596)16,937,77534,590,849-(20,090,949)14,499,900

Equity at end of year 738,216,371-(22,211,085)16,005,28634,590,849-(21,278,596)13,312,253

The accompanying notes form part of these financial statements

NEW TALISMAN GOLD
ANNUAL REPORT 2020

16

NEW TALISMAN GOLD MINES LIMITED

Statement of Financial Position

As at 31 March 2020


Group Parent

Note 2020201920202019

EquityNZ$ NZ$ NZ$ NZ$ 

Attributable to parent company shareholders715,939,91116,028,262 16,005,28613,312,253

15,939,91116,028,262 16,005,286 13,312,253

Term liabilities

Rehabilitation Reserve

932,215 32,215 32,215 32,215

Total term liabilities32,215 32,21532,215 32,215

Current liabilities

Payables2072,511402,046 72,511402,046

Employee benefits2118,2401 9 , 9 9 7 18,2401 9 , 9 9 7

Total current liabilities90,751422,04390,751422,043

Total liabilities 122,966454,258122,966 454,258

Total equity and liabilities 16,062,87716,482,52016,128,252 13,766,511

Current assets

Cash2,495,718 1,243,6562,495,718 1,243,656

Receivables and prepayments22178,617 172,066 245,266206,641

Total current assets 2,674,3371,415,7222,740,984 1,450,297

Non-current assets

Property, plant & equipment

9227,421259,960 227,421259,960

Assets under construction913,143,90112,034,57513,143,90112,034,575

Intangible exploration assets1011,6372,760,95010,57510,575

Investments115,58111,313 5,37111,104

Total non-current assets 13,388,54015,066,79813,387,26812,316,214

Total assets 16,062,87716,482,52016,128,252 13,766,511

For and on behalf of the Board:


C Nader (Chairman) M G Hill

29 June 2020 29 June 2020

The accompanying notes form part of these financial statements . * See note 13.

ANNUAL REPORT 2020NEW TALISMAN GOLD
17

NEW TALISMAN GOLD MINES LIMITED

Statement of Cash Flows

For year ended 31 March 2020


Group Parent

Note20202019 2020 2019

NZ$ NZ$   NZ$ NZ$

Cash flows from operating activities


Cash was provided from:


Interest received4,46362,081 4,46362,081

Other-- --


4,46362,081 4,463 62,081

Cash was disbursed to:

Payments to suppliers(1,213,341)(1,115,353) (1,221,341)(1,115,353)

Rent(23,414)(25,508)(23,414)(25,508)

Payments to and on behalf of employees - -


(1,236,755)(1,140,861) (1,244,755) (1,140,861)

Net cash outflows from operating activities15(1,232,292)(1,078,780) (1,240,292) (1,078,780)

Cash flows from investing activities

Cash was provided from:

Intercompany loan repayments----

Proceeds from sale of shares----

----

Cash was applied to:

Prospecting and mine development expenditure(1,117,326)(2,277,704) (1,109,326)(2,256,183)

Purchase of property, plant and equipment(19,169)(217,188) (19,169)(217,188)

Intercompany loans -- (21,521)

(1,136,495)(2,494,892) (1,128,495)(2,494,892)

Net cash outflows from investing activities (1,136,495)(2,494,892) (1,128,495) (2,494,892)

Cash flows from financing activities

Cash was provided from:

Issue of shares

3,625,522-


3,625,522-

3,625,522-3,625,522-

Cash was applied to:

Issue of shares----

----

Net cash inflows from financing activities3,625,522-3,625,522-

Net increase /(decrease) in cash held1,256,735(3,573,672) 1,256,735(3,573,672)

Effect of changes in exchange rates (4,673)(11,422)(4,673)(11,422)

Cash at beginning of year1,243,6564,828,750 1,243,6564,828,750

Cash at end of year 2,495,7181,243,656 2,495,718 1,243,656

CASH COMPRISES:

Cash2,390,718121,884 2,390,718121,884

Short term deposits105,0001,121,772 105,0001,121,772


2,495,7181,243,656 2,495,718 1,243,656

All cash balances are available without restriction except for NZ$105,000 held on deposit as security for guarantees issued by the bank.

The bank holds a $75,000 bond on behalf of the NZ Stock Exchange for the term of the exchange listing and a $30,000 bond on behalf

of the Department of Conservation held for any potential mining rehabilitation.

NEW TALISMAN GOLD
ANNUAL REPORT 2020

18

1. STATEMENT OF ACCOUNTING POLICIES

Reporting entity

New Talisman Gold Mines Limited is a profit-oriented company

incorporated and domiciled in New Zealand, registered under

the Companies Act 1993 and listed on the New Zealand Stock

Exchange (NZX) and the Australian Stock Exchange (ASX).

The company is an FMC reporting entity for the purposes of the

Financial Markets Conduct Act 2013 and the financial statements of

the company and group have been prepared in accordance with the

Financial Markets Conduct Act 2013 and comply with NZX Listing

Rule 10.6.1 with the exception that separate financial statements

for the parent have been presented as the parent engages in the

majority of the group’s business activities.

The group consists of New Talisman Gold Mines Limited (the

“company”) and its subsidiaries (the “group”) and these financial

statements comprise the separate financial statements of the

parent company and the consolidated financial statements of the

group. The group is engaged in mine development and mineral

exploration.

These financial statements were approved for issue by the Directors

on 29 June 2020.

Statement of compliance

These consolidated and parent financial statements have been

prepared in accordance with New Zealand generally accepted

accounting practice (NZ GAAP), the requirements of the

Companies Act 1993 and comply with New Zealand equivalents to

the International Financial Reporting Standards (NZ IFRS) and with

International Financial Reporting Standards (IFRS).

Measurement base

The accounting principles adopted are those recognised as

appropriate for the measurement and reporting of financial

performance and financial position on the historical cost basis

modified by the revaluation of certain assets. The accrual basis of

accounting has been used unless otherwise stated and the financial

statements have been prepared on a going concern basis.

The information is presented in New Zealand dollars which is the

company’s functional currency.

Use of estimates and judgements

The preparation of financial statements in conformity with NZ

IFRS requires management to make judgements, estimates and

assumptions that affect the application of accounting policies and

the reported amounts of assets, liabilities, income and expenses.

Where material, information on significant assumptions and

estimates is provided in the relevant accounting policy or will be

provided in the relevant note.

The estimates and associated assumptions are based on historical

experience and other factors that are believed to be reasonable

under the circumstances. Actual results may differ from these

estimates.

The group has made significant accounting estimates in respect of:

• the assessment of impairment to capitalised exploration and

development expenditure, and

• the anticipated rehabilitation costs at the conclusion of mining.

The estimate does not have a profit effect in the current year.

Estimates and underlying assumptions are reviewed on an ongoing

basis. Revisions to accounting estimates are recognised in the

year in which the estimates are revised and in any future periods

affected.

Specific accounting policies

The following specific accounting policies, which materially affect

the measurement of financial performance and financial position,

have been applied consistently.

(a) Prospecting costs

Acquisition, exploration and development expenditure on

exploration and mining tenements is initially recorded at cost.

Exploration and evaluation costs are capitalised as deferred

expenditure.

In the event where exploration demonstrates a permit area is no

longer prospective for economically recoverable reserves, or the

exploration or prospecting permit is relinquished, the value or cost

of the tenement is immediately recognised as an expense in the

statement of comprehensive income.

Prospecting costs are expected to be recovered from future mining

revenues. The recoverability of exploration and evaluation assets

is contingent upon future events, such as technical success and

commercial development, sale of the area of interest, the results

of further exploration, agreements entered into with other parties,

and also upon meeting commitments under the terms of the

permits.

(b) Mining tenements

When a tenement is assessed as capable of sustaining commercial

mining operations, capitalised exploration and evaluation

expenditure is reclassified as assets under construction and is

disclosed as a component of property, plant and equipment.

All subsequent development expenditure, net of any proceeds

from ore sales during the development stage, is capitalised

and classified as assets under construction. On completion of

development, the value or cost of accumulated exploration and

development costs will be reclassified as other mineral assets and

amortised on the basis of units of production over the expected

productive life of the mine. Provisions for closure and rehabilitation

are initially recognised when an environmental disturbance first

occurs. The estimate for the rehabilitation provision is reviewed by

management at each reporting date and an assessment is made

on whether the estimate continues to reflect the company’s present

legal and constructive obligations.

(c) Property plant and equipment

All property, plant and equipment is initially recorded at cost.

When an item of property, plant and equipment is disposed of,

the gain or loss is recognised in the statement of comprehensive

income and is calculated as the difference between the sale price

and the carrying value.

(d) Depreciation

Depreciation is provided on all tangible property, plant and

equipment on a straight line basis at rates calculated to allocate

the difference between the cost and residual values of each asset

over its estimated useful life. For this purpose, the company

has adopted the depreciation rates set by the Inland Revenue

Department as appropriate.

Rates used during the year were:

Computer software and hardware Straight line 13.5-50%

Field equipment Straight line 7-30%

Fixtures and fittings Straight line 9-10%

Motor Vehicles Straight line 10.5-30%

(e) Impairment of assets

At each reporting date, the carrying amounts of tangible and

intangible assets are reviewed to determine whether there is any

indication of impairment. If the recoverable amount of an item of

property, plant and equipment is less than its carrying amount, the

item is written down to its recoverable amount and the write down

recognised as an expense in the statement of comprehensive

income. Recoverable amount is the higher of fair value less costs

to sell and value in use.

If the carrying value of intangible capitalised exploration expenditure

exceeds the value determined by an independent valuation,

the asset is written down and the write-down recognised as an

expense. A reversal of an impairment loss for an asset is recognised

immediately in the statement of comprehensive income.

(f) Segment information

Operating segments are reported if:

• Revenue is 10% or more of combined operating segment

revenues;

• The absolute value of profit or loss is greater than 10% of the

combined reported profits or losses of all operating segments,

whichever is greater;

• Assets are 10% or more of the combined assets of all operating

segments; or

NOTES TO THE FINANCIAL STATEMENTS

For year ended 31 March 2020

ANNUAL REPORT 2020NEW TALISMAN GOLD
19

NOTES TO THE FINANCIAL STATEMENTS

For year ended 31 March 2020

• Information about the segment would be useful to users of

the financial statements.

(g) Income tax

The company is a mining company for New Zealand tax purposes.

All exploration and development expenditure, including the cost

of mining assets, is tax deductible in the year the expenditure is

incurred. Mining losses can be set off against non-mining income

in the ratio 3:2.

Deferred taxation assets are recognised in the financial statements

only to the extent that it is probable that there will be future taxable

profit to utilise them.

(h) Share capital

Ordinary shares and options are classified as equity. Direct costs of

issuing shares and options are deducted from the proceeds of the issue.

(i) Cash flows

For the purpose of the statement of cash flows, cash includes cash

on hand, deposits held at call with banks and short-term highly

liquid investments with original maturities of three months or less.

(j) Employee entitlements

The liability for annual leave is accrued and recognised in the statement

of financial position. Annual leave is recorded at the undiscounted

amount expected to be paid for the entitlement earned.

(k) Foreign currencies

Transactions in foreign currencies are converted into NZ currency

at the rate of exchange ruling at the date of the transaction. At

balance date foreign monetary assets and liabilities are translated

at the closing rate and exchange variations resulting from these

translations are recognised in the statement of comprehensive income.

(l) Leases

New Talisman group leases certain equipment, land and buildings

on a short term basis or of low value assets. The lease payments

are included in the statement of comprehensive income in equal

instalments over the lease term.

Lease of right to use assets are capitalised at the lower of fair value

and the present value of the minimum lease payments. Leased

assets are recognised at cost and depreciated over their respective

estimated useful lives.

(m) Basis of consolidation

The consolidated financial statements include the parent company

and all subsidiaries over which the parent company has the power

to control the financial reporting and operating policies. The

purchase method is used to prepare the consolidated financial

statements, which involves adding together like terms of assets,

liabilities, income and expenses on a line-by-line basis. All significant

intercompany transactions are eliminated on consolidation. In the

parent company’s separate financial statements, the investment in

subsidiaries is stated at cost less any impairment losses.

(n) Financial instruments

Financial instruments recognised in the statement of financial

position include cash balances, receivables, payables, investments

in and loans to others and borrowing. The parent and group have

no off-balance sheet financial instruments.

(1) Receivables and payables

Receivables and payables are initially recorded at fair value and

subsequently at amortised cost using the effective interest method.

Due allowance is made for impaired receivables (doubtful debts).

The resulting carrying amount for receivables is not materially

different from estimated realisable value.

(2) Share investments

Share investments in listed companies are designated as financial

assets at fair value. They are initially recorded at cost and

subsequently at market value. Gains or losses are recorded in profit

or loss. Share investments in unlisted companies cannot be reliably

valued. They are therefore carried at cost less any impairment

losses. Impairment losses, once recognised, are not reversed even

if the circumstances leading to the impairment are resolved.

A gain or loss on financial instruments stated at market value is

recognised in the statement of comprehensive income.

(o) Goods and Services Tax

All amounts are shown exclusive of Goods and Services Tax (GST),

except for receivables and payables that are stated inclusive of

GST. The net amount of GST recoverable or payable is included

as part of the receivables or payables balance in the statement of

financial position.

(p) Earnings per share

The Group presents basic and diluted earnings per share (EPS)

data for its ordinary shares. Basic EPS is calculated by dividing the

profit or loss attributable to ordinary shareholders of the parent

by the weighted average number of ordinary shares outstanding

during the year, adjusted for own shares held. Diluted earnings

per share is determined by adjusting the profit or loss attributable

to ordinary shareholders and the weighted average number of

ordinary shareholders outstanding, adjusted for the effects of all

dilutive potential ordinary shares, comprising share options.

(q) Revenue recognition

Revenue is recognised at the fair value of the consideration

received net of the amount of GST. Revenue is recognised when

the significant risks and rewards of ownership of gold-bearing ore

have been transferred to the buyer.

(r) Change in Accounting Policies

The Group has adopted NZ IFRS 16 during the period (please

refer to (s) for further details. There have been no other significant

changes in accounting policies. All policies have been applied on

bases consistent with those used in the prior period.

(s) New and revised standards

Adoption of Standards, Interpretations and modifications

Adoption of NZ IFRS 16 Leases:

The Group has adopted NZ IFRS 16 during the year. NZ IFRS 16 has

had minimal impact on the Group’s statement of comprehensive

income as the Group only have short term leases which continue

to be recognised in the statement of comprehensive income on a

cost basis.

The Group does not lease any right of use assets that are not low

value assets.

The permits held by the Group for the exploration of the mine has

not been capitalised as permitted by NZ IFRS 16.

(t) Inventories

Inventories are valued at the lower of weighted average cost and

net realisable value. Costs include mining and production costs as

well as commercial, environmental, health and safety expenses,

and stock movements.

2. OPERATING INCOME

Group

Mar 2020

NZ$

Group

Mar 2019

NZ$

Parent

Mar 2020

NZ$

Parent

Mar 2019

NZ$

Interest4,46352,2524,46352,252

Reimbursement of Expenditure----

Sundry income35,04834,48235,04834,482

Total operating income

39,51186,73439,51186,734

NEW TALISMAN GOLD
ANNUAL REPORT 2020

20

3. OPERATING AND ADMINISTRATION EXPENSES BY NATURE

GroupGroupParentParent

Mar 2020Mar 2019Mar 2020Mar 2019

NZ$NZ$NZ$NZ$

Auditor’s fees – auditing financial statements33,11934,05834,05834,058

Consultancy Fees116,45644,37934,50334,503

Depreciation51,70846,90646,90646,906

Director fees136,426140,000140,000140,000

Foreign exchange loss/(gain)4,67311,42611,42611,426

Kiwisaver3,9805,0255,0255,025

Legal fees26,64297,16797,16797,167

Rental and lease costs23,41425,50825,50825,508

Share revaluation loss/(gain)5,73244,68544,68544,685

Other593,921840,907836,886836,886

Total administration expenses996,0711,290,0611,276,1641,276,164

4. DIRECTOR AND EMPLOYEE REMUNERATION

Director remuneration

20202018

NZ$NZ9

MG Hill (Executive Director)*306,000415,000

C Nader 68,42650,000

J M McKee-10,000

A V Haworth34,00040,000

M R Stevens 34,00040,000

*Of which $39,780 (2019: $101,800) is expensed as consultancy fees and the remainder is capitalised in the Statement of Financial Position

as Talisman development expenditure. The development expenditure amount is based on time spent on directly attributable mine

development activities.

Director fees paid were reduced by 20% effective 1 September 2019.

During the reporting period, no options were issued to directors or employees. In the prior year, no options were issued to directors or

employees.

Remuneration of Employees

During the reporting period, one employee received remuneration and benefits of between $170,000 and $180,000. The remuneration

included Kiwisaver contributions of $3,980.

Employee share option plan2020

Number

2019

Number

Unlisted options Issued to employees --

Unlisted options Issued to directors --

Total unlisted options issued during the period--

Balance of options at start of periodNil4,250,000

Unlisted options converted to fully paid shares during the periodNilNil

Options cancelled during the periodNil4,250,000

Unlisted options on issue at end of the periodNilNil

5. TAXATION

Group

2020

NZ$

Group

2019

NZ$

Parent

2020

NZ$

Parent

2019

NZ$

Operating loss before taxation(3,713,873)(1,203,327)(932,489)(1,189,430)

Prima facie income tax at 28%

(1,039,884)(336,932)(261,097)(333,040)

Add/(subtract) the taxation effect of permanent differences:

Capital Loss on Disposal of Investments----

IRD Penalties-154-154

Non-Deductable Legal Fees Adjustment6,612-6,612-

Non- Deductable Entertainment Adjustment158272158272

Other Non-Deductible Expenses14,419-14,419-

Tax losses not recognised

(1,018,695)(336,506)(239,908)(332,614)

Temporary differences not recognised(600)-(600)-

Income tax expense/(benefit) not recognised

(1,019,295)(336,506)(240,508)(332,614)

Deferred tax will not be recognised unless future taxable profit is probable.

The parent company has the following estimated taxation losses available:

NOTES TO THE FINANCIAL STATEMENTS

For year ended 31 March 2020

ANNUAL REPORT 2020NEW TALISMAN GOLD
21

NOTES TO THE FINANCIAL STATEMENTS

For year ended 31 March 2020

(a) mining losses to offset against future mining income of NZ$10,886,706 (2019: NZ$10,878,656) and

(b) non-mining taxation losses of NZ$17,128,268 (2019: NZ$16,029,805).

The mining losses are currently being assessed by the IRD and the company is working closely with their representatives to confirm

balances brought forward from previous years. Such losses will only be available to be offset if:

(a) the company derives future assessable income of a nature and an amount sufficient to enable the benefit of the losses to be

realised;

(b) the company continues to comply with the conditions for deductibility imposed by the law;

(c) there are no adverse changes in tax legislation or tax rates which affect the company in realising the benefit from the

deduction for the losses.

At balance date the company’s imputation credit account balance was $8,944.40 (2019: $8,943.45).

6. SEGMENT INFORMATION

During the current period, the company had only one business segment - mineral exploration, within New Zealand.

7. EQUITY & RESERVES

EquityGroup

2020

NZ$

Group

2019

NZ$

Parent

2020

NZ$

Parent

2019

NZ$

Share capital38,216,37134,590,84938,216,37134,590,849

Capital reserve----

Share premium reserve----

Asset revaluation reserve

Share revaluation reserve

--

-

--

-

Accumulated deficit(22,276,460)(18,562,587)(22,211,085)(21,278,596)

Total parent shareholder equity15,939,91116,028,26216,005,28613,312,253

The group’s capital is managed with the objective of maintaining adequate working capital so that all obligations can be met on time.

All components of equity are regarded as “capital”. All internal capital management objectives have been met. This has not changed

since last year.

Accumulated deficitGroup

2020

NZ$

Group

2019

NZ$

Parent

2020

NZ$

Parent

2019

NZ$

Balance at beginning of year(18,562,587)(17,361,043)(21,278,596)(20,090,949)

Net loss attributable to shareholders (3,713,873)(1,203,327)(932,489)(1,189,430)

Other Comprehensive Income-1,783-1,783

Transfer of Reserves ----

Balance at end of year(22,276,460)(18,562,587)(22,211,085)(21,278,596)

Share capital Group and Parent

Ordinary shares

2020

Number

2019

Number

2020

NZ$

2019

NZ$

Balance beginning of year2,164,503,3032,164,503,30334,590,84934,590,849

Shares Issued527,681,022-3,625,522-

Transfer from Reserves----

Balance at end of year2,692,184,3252,164,503,30338,216,37134,590,849

All authorised shares have been issued, are fully paid, have equal voting rights and will share equally in dividends and surplus on winding

up. The shares have no par value.

Share based payments

There were no share-based payment arrangements that existed during the period under review. (2019: Nil)

Transfer of Reserves

During the period under review all Asset Revaluation, Share Premium and Capital reserves were transferred to Accumulated Income.

Listed options Group and Parent


2020

Number

2019

Number

Balance at beginning of year 17,036,38417,036,384

Expired Options- -

Issued Options--

Balance at end of year17,036,38417,036,384

Listed options can be exercised on or before 30 September 2022. Conversion price is A$0.055. When exercised, one option will convert

to one fully paid ordinary share.

NEW TALISMAN GOLD
ANNUAL REPORT 2020

22

NOTES TO THE FINANCIAL STATEMENTS

For year ended 31 March 2020

Unlisted Options Group and Parent

Options issued to employees:

2020

Number

2019

Number

Opening Balance of options on issue1,250,0001,250,000

Unlisted options cancelled during period1,250,0001,250,000

Unlisted options converted to fully paid share at A 1.1 cent each--

Total unlisted options on issue to employees --

Options issued to directors:

Unlisted options issued during the period--

Total unlisted options on issue to directors --

Total unlisted options on issue at end of year--

Total listed and unlisted options on issue at end of year17,036,38417,036,384

Options issued to directors and employees have not been recognised in these financial statements

because they were issued for no consideration during a rights issue.

Nil unlisted employee options were converted during the year (Last Year Nil).

New Talisman Gold Mines Limited issued 527,681,022 ordinary shares during the period. These newly issued shares were issued as part

of a share purchase plan whereby New Talisman Gold Mines Limited will issue or transfer to each shareholder that were issued shares

under the share purchase plan 1 loyalty share for every 5 shares provided the shareholder continues to hold those shares on 26 June

2020. The loyalty shares will be issued for nil additional consideration. The share purchase plan loyalty shares will potentially give rise

to 105,536,204 new shares being issued.

8. RELATED PARTY TRANSACTIONS

Payments for consulting services to companies in which directors and major shareholders have a substantial interest amounted to NZ$328,629

(2019:NZ$462,447). At balance date, creditors included NZ$Nil payable to directors and other related companies (2019:NZ$149,894). Related

party debtors totalled $2,194 at balance date (2019:NZ$2,194) and no related party debts were written off during the year.

9. PROPERTY, PLANT & EQUIPMENT

Group and Parent

Fixtures &

fittings

NZ$

Office

equipment

NZ$

Field

equipment

NZ$

Motor

Vehicles

NZ$

Total

NZ$

Year ended 31 March 2019

Carrying amount 1 April 201839029,19837,79822,29189,677

Additions-701216,487-217,188

Depreciation(125)(17,262)(20,623)(8,896)(46,906)

Carrying amount

26512,637233,66413,395259,960

31 March 2019

Cost1,26047,378262,87829,655341,171

Depreciation(995)(34,741)(29,215)(16,260)(81,211)

Carrying amount

26512,637233,66413,395259,960

Year ended 31 March 2020

Carrying amount 1 April 2019

26512,637233,66413,395259,961

Additions-4,169-15,00019,169

Depreciation(125)(13,123)(28,645)(9,816)(51,709)

Carrying amount

1403,683205,01918,579227,421

31 March 2020

Cost1,26051,547262,87844,655360,340

Depreciation(1,120)(47,864)(57,859)(26,076)(132,919)

Carrying amount

1403.683205,01918,579227,421


ASSETS UNDER CONSTRUCTION

Group and Parent

Talisman mine development20202019

NZ$NZ$

Balance at beginning of year12,034,5759,638,268

Development expenditure1,109,3272,396,307

Balance at end of year13,143,90112,034,575

A mine is currently being developed on the Talisman Mining permit and development expenditure has been recorded at cost in the

statement of financial position.

Development expenditure consists of mining development costs, professional salaries, data acquisitions and all overhead expenses

relating to the operation of the mine. Management assesses the allocation of directly attributable overheads at the end of each reporting

date.

The directors have provided for rehabilitation costs of the Talisman mine site on its closure. The estimated cost is $32,215 (2019: $32,215).

The same value has been included in the development expenditure.

In June 2018, an independent valuation report that complies with the 2015 Valmin Code was obtained from Geos Mining Mineral

Consultants for the Talisman Permit inclusive of Talisman and Talisman Deeps. The independent valuation indicated a value of the

Talisman project MP51326 in the range of $11.7m to $26.4m with a preferred value of $18.8m.

ANNUAL REPORT 2020NEW TALISMAN GOLD
23

NOTES TO THE FINANCIAL STATEMENTS

For year ended 31 March 2020

The Geos report confirmed that the Company’s technical statement on the Talisman mine and Technical reports, including the 2018

Prefeasibility and Scoping studies are reported in compliance with the reporting requirements of the 2012 JORC Code. The Geos report

confirmed that the resource classifications of the 2017 Mineral resource estimate are consistent with the principles of the JORC Code 2012.

10. INTANGIBLE EXPLORATION ASSETS

Group Parent

2020

NZ$

2019

NZ$

2020

NZ$

2019

NZ$

Prospecting costs

Balance at beginning of year2,760,9502,752,90010,57510,575

Development expenditure 8,0008,050--

Impairment of prospecting costs(2,757,313)---

Balance at end of year

11,6372,760,95010,57510,575

Group Parent

2020201920202019

NZ$NZ$NZ$NZ$

Gross prospecting costs

Gross cost of current permit11,6372,760,95010,57510,575

Balance at end of year

11,6372,760,95010,57510,575

Exploration and evaluation expenditure is recorded at cost. The Group recorded an impairment in the carrying value of the Rahu

exploration asset due to uncertainty around access to the land.

TENEMENT SCHEDULE:

Permits held by New Talisman Gold Mines Limited Group:

51 326 Talisman (Mining) – Granted mining permit, Coromandel, New Zealand

60 144 Rahu (Exploration)

11. SHARE INVESTMENTS

GroupGroupParentParent

2020201920202019

NZ$NZ$NZ$NZ$

Investment in listed companies – at fair value5,5818,1425,3717,933

Investment in unlisted companies – at cost-3,171-3,171

Total share investments

5,58111,3135,37111,104


Investment in listed companies includes the investment in Broken Hill Prospecting Limited.

Unlisted shares are held for the long term. They are stated at cost because fair value cannot be reliably measured.

12. SUBSIDIARY COMPANIES

Percent held Incorp Balance Activity

2020 2019 in date

Subsidiaries

Coromandel Gold Limited 100% 100% NZ 31 March Share investment

Northland Minerals Limited 100% 100% NZ 31 March Minerals exploration

Rahu Resources Pty Limited 100% 100% NZ 31 March Minerals exploration

All subsidiaries are direct subsidiaries of the Company. The investment in each subsidiary is recorded at cost (NZ$Nil) in the company’s

statement of financial position. Coromandel Gold and Northland Minerals did not trade during the year.

13. FINANCIAL INSTRUMENTS

Credit Risk

Financial instruments which potentially subject the company to credit risk principally consist of bank balances and receivables. Surplus

funds are placed in interest bearing accounts with major trading banks and the company does not anticipate non-performance by those

parties. Maximum exposure to credit risk at balance date is represented by the carrying value of the financial instruments. No collateral

is held on these assets and the balances are stated net of recognised impairment losses. Cash at bank represented 97% of total cash and

receivables. The group deals only with banks having at least an A credit rating.

Currency Risk

The company has exposure to foreign exchange risk as a result of transactions from normal trading activities mainly denominated in

Australian currencies. The company holds funds in an Australian currency bank account. Exposure to exchange risk is unhedged.

Liquidity Risk

Management supervises liquidity through cashflow forecasting, budgeting and by carefully controlling cash outflows from existing cash

resources. The group relies on new equity to fund exploration and mine development expenditure.

Interest Rate Risk

At balance date the company had no exposure to interest rate risks. The table below shows short term deposits held at balance date:

Re-pricing AnalysisEffective Interest RateTotal

NZ$

6 months or less

NZ$

Short term bank deposits2.65-2.95%105,000105,000

Over the long term, changes in interest rates and reduced amounts on deposit will affect profit or loss.

NEW TALISMAN GOLD
ANNUAL REPORT 2020

24

Fair Values

Fair values used in the measurement of financial instruments may vary from values directly observed in active markets to those that must

be derived without reference to observable data. Investments in listed companies are measured at fair value based on quoted prices

in active markets. As stated in Note 11, the fair value of unlisted shares cannot be reliably measured and are stated at cost. Except for

unlisted shares, there is no material difference between the carrying amounts and estimated fair values of the company’s financial assets

and liabilities.

14. COMMITMENTS

Short Term lease commitments

Lease commitments under non-cancellable operating leases:

Group & Parent

20202019

NZ$NZ$

Not later than one year20,46523,535

Later than one year but not later than five years--

20,46523,535

The company currently leases offices on an annual basis.

The group has capital commitments of NZ$Nil (2019:Nil).

15. RECONCILIATION OF OPERATING CASHFLOW AND REPORTED DEFICIT

GroupParent

2020

NZ$

2019

NZ$

2020

NZ$

2019

NZ$

Net profit/(deficit) after taxation

(3,713,873)(1,203,327)(932,489)(1,189,430)

Add non-cash items:

Depreciation

51,70846,90651,70846,906

Impairment of prospecting costs

2,757,313---

Field expenditure write off

----

Share revaluation (gain)/loss

5,73244,6855,73244,685

Provision For Doubtful Debts

----

Share based payments

----

Capital loss on sale of shares

----

In Specie Share Distributions

----

Development expenditure owing

--

Revaluation of Investments

----

Exchange (gain)/loss

4,67311,4264,67311,426

2,819,426103,01762,113103,017

Add (less) movement in working capital:

Decrease (increase) in debtors

(88)1,1124,0761,112

Increase (decrease) in creditors

(331,292)187,129(331,292)187,129

Decrease (increase) in accrued income

5,3659,8295,3659,829

Decrease (increase) in Stock on Hand

(35,048)(34,482)(35,048)(34,482)

Decrease (increase) in Development WC

-(110,455)-(102,405)

Decrease (increase) in prepayments

(43,564)(3,644)(43,564)(3,644)

Decrease (increase) in intercompany loans

--(36,235)(22,410)

Decrease (increase) in GST

66,782(27,959)66,782(27,496)

(337,845)21,530(369,916)7,633

Net cash outflows from operating activities

(1,232,292)(1,078,780)(1,240,292)(1,078,780)

16. CONTINGENT LIABILITIES

Group and Parent

Mar 2020

NZ$

Mar 2019

NZ$

Contingent liabilities--

17. NET TANGIBLE ASSETS PER SECURITY Group and Parent

Mar 2020

NZ$

Mar 2019

NZ$

Net tangible assets

Net tangible assets per security

15,931,398

0.59 cent

13,267,312

0.61 cent

NOTES TO THE FINANCIAL STATEMENTS

For year ended 31 March 2020

ANNUAL REPORT 2020NEW TALISMAN GOLD
25

NOTES TO THE FINANCIAL STATEMENTS

For year ended 31 March 2020

18. GOING CONCERN

The financial report has been prepared on a going concern basis. The directors have raised sufficient funds to ensure that financial

obligations can continue to be met for longer than 12 months.

19. EARNINGS PER SHARE


Group

Mar 2020

Group

Mar 2019

Parent

Mar 2020

Parent

Mar 2019

Profit/(loss) from continuing operations

Weighted average number shares

(3,710,748)

2,495,247,337

(1,203,327)

2,164,503,303

(929,365)

2,495,247,337

(1,189,430)

2,164,503,303

Basic earnings per share

Diluted average shares on issue

(0.15) cent

2,512,283,721

(0.06) cent

2,187,705,676

(0.04) cent

2,512,283,721

(0.06) cent

2,187,705,676

Diluted earnings per share

(0.15) cent(0.06) cent

(0.04) cent(0.06) cent

Weighted average number shares

Weighted average number options

2,495,247,337

17,036,384

2,164,503,303

17,036,384

2,495,247,337

17,036,384

2,164,503,303

17,036,384

Diluted average share on issue

2,512,283,7212,181,539,687

2,512,283,7212,181,539,687

20. PAYABLES

Group

Mar 2020

Group

Mar 2019

Parent

Mar 2020

Parent

Mar 2019

NZ$NZ$NZ$NZ$

Trade payables54,898384,04654,898384,046

Audit Accrual17,61318,00017,61318,000


72,511402,04672,511402,046

Trade Payables

Trade payables are unsecured and are usually paid within 30 days of recognition.

21. EMPLOYEE BENEFITS

Group

Mar 2020

Group

Mar 2019

Parent

Mar 2020

Parent

Mar 2019

NZ$NZ$NZ$NZ$

Balance at beginning of year19,99721,33019,99721,330

Additional provision----

Amount utilised(1,757)(1,333)(1,757)(1,333)

Balance at end of year

18,24019,99718,24019,997

Employee benefits accrued comprise holiday pay.

22. RECEIVABLES AND PREPAYMENTS

Group

Mar 2020

NZ$

Group

Mar 2019

NZ$

Parent

Mar 2020

NZ$

Parent

Mar 2019

NZ$

Sundry receivables97,516129,16297,516133,327

Accrued income-5,365-5,365

Prepayments81,10337,53981,10337,539

Intercompany advances--66,64730,410

178,619172,066245,266206,641

Trade Receivables

All financial assets are within the contractual terms. None are overdue and none are impaired. No collateral is held for receivables.

23. PRIOR PERIOD ADJUSTMENT

No prior period adjustments have been made.

24. SIGNIFICANT EVENTS SINCE BALANCE DATE

Subsequent to balance date the final peer review of the updated 2019 Mineral Resource Estimate(MRE) was finalised and best practice

recommendations adopted. The peer review of the 2019 MRE confirmed JORC 2012 compliance. The peer review was completed by Mr. Peter

Stocker of AMC Consultants (pty) Ltd. AMC is an internationally recognised consultancy.

W Chowles, the operations manager transitioned from an employee to a consultant on 31 May 2020 and has been retained as a

principal mining engineer. There has been no effect on the operations of the company.

NEW TALISMAN GOLD
ANNUAL REPORT 2020

26

ADDITIONAL INFORMATION

DIRECTOR INFORMATION AND DISCLOSURE OF DIRECTORS INTERESTS

The following general disclosures of interest were received in relation to the year ended 31 March 2020:

DirectorRelevant interest in Ordinary SharesRelevant Interest in Unlisted Options

M G Hill42,159,0850

M Stevens60,0000

C Nader00

A V Haworth4,5000

TOP 20 OPTION HOLDERS as of 19 JUNE 2020

RankNameUnits% of

Units

1.COSMO BRYAN BOREHAM1,000,0005.87

2.CHARLES PLEWINSKI533,6363.13

3.KA FU TSE287,0641.69

4.MURRAY LAWRENCE CAMERON286,3641.68

5.STEPHEN BAGGETT254,5451.49

6.WARWICK JOHN LANGE244,0901.43

7.MICHAEL MCGOWAN200,0001.17

8.CITICORP NOMINEES PTY LIMITED181,8181.07

9.ALAENA THERESA WILLIAMS136,3640.80

10.ANDREW WARREN MCLAUGHLIN136,3640.80

11.BART KLUMPERS & MARYKE CORNELIA KLUMPERS136,3640.80

12.BEAZER INVESTMENT LIMITED136,3640.80

13.BENJAMIN PETER WOOLLCOMBE136,3640.80

14.BOON SIN LIEW136,3640.80

15.BOYI WEI136,3640.80

16.BRUCE JEFFREY DALTON & KAREN JOY DALTON136,3640.80

17.CHI HUA CHEN136,3640.80

18.CHRISTOPHER DAVID ENGLISH & JACQUELINE ENGLISH136,3640.80

19.CHRISTOPHER JOHN POSTLEWAIGHT136,3640.80

20.CHUNG KAN CHOW136,3640.80

Total top 20 holders of 30/09/2022 Aud $0.05 Options4,623,88527.14

Total listed options17,036,384

ANNUAL REPORT 2020NEW TALISMAN GOLD
27

HOLDING RANGEOrdinary Shares as of 31 May 2020

RangeTotal holdersShares Held% of Issued Capital

1 - 1,00010312,5930.00

1,001 - 5,000213618,3120.02

5,001 - 10,000150965,3640.04

10,001 - 100,00095936,547,2111.36

100,001 - 9,999,999,999,9996442,654,040,84598.58

Total2,8202,692,184,325100.00

TOP 20 ORDINARY SHAREHOLDERS as of 19 June 2020

RankNameUnits% of Units

1.HAMISH EDWARD ELLIOT BROWN311,081,81811.55

2.BEVERLEY IDA EVANS93,104,5453.46

3.RIUO HAURAKI LIMITED89,855,8193.34

4.JOHN KILDARE UPPERTON69,301,7092.57

5.NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH

ACCOUNT>

55,705,8652.07

6.RA KOURA LIMITED46,999,9991.75

7.MATTHEW GEOFFREY HILL42,940,9031.60

8.INTERNATIONAL PACIFIC SECURITIES LIMITED42,154,1171.57

9.FEOH PTY LTD <KARLSON INVESTMENT A/C>39,538,9621.47

10.CHRISTOPHER DAVID ENGLISH + JACQUELINE ENGLISH

<KRINGLES SUPER FUND A/C>

35,758,9101.33

11.HILL FAMILY GROUP PTY LIMITED28,096,5071.04

12.THOMAS HERBERT TEBBS GOTHORP26,253,7830.98

13.CHI HUA CHEN20,546,5880.80

14.BOYI WEI20,000,0000.74

15.PETER WILLIAM HALL20,000,0000.74

16.HOI YEE JULIE TSE19,118,1030.71

17.RONALD JOHN SCOTT19,090,9080.71

18.CHUNG KAN CHOW18,583,1860.69

19.ROBERT MARSHALL WALSHAM + RACHEL SANDRA WALSHAM

<R & R WALSHAM FAMILY A/C>

18,059,9780.67

20.BEAZER INVESTMENT LIMITED16,363,9660.76

Total Top 20 holders of Ordinary Shares1,033,555,66638.39

Total issued Capital2,692,184,325

NEW TALISMAN GOLD
ANNUAL REPORT 2020

28

CORPORATE GOVERNANCE

In accordance with the NZX Corporate Governance Code 2020 (“NZX Code”), and the ASX Corporate Governance Council’s Principles

and Recommendations (4th Edition) (“ASX Recommendations”) New Talisman Gold Mines Ltd (“Company”) has adopted systems of

control and accountability as the basis for corporate governance best practice.

Policies and Charters (for the board and its committees), including the Company’s Code of Ethics and other policies and procedures

relating to the Board and its responsibilities are available on the Company’s website www.newtalisman.co.nz

Commensurate with the spirit of the NZX Code and the ASX Recommendations, the Company has followed each recommendation where

the Board has considered the recommendation to be an appropriate benchmark for its corporate governance practices, taking into

account factors such as the size of the Company and the Board, resources available and activities of the Company.

After due consideration by the Board during the Company’s 2019/2020 financial year (“reporting period”) the Company’s corporate

governance practices departed from the NZX Code or ASX Recommendations only as set out below.

The information in this statement is current at 31 March 2020.

EXPLANATIONS FOR DEPARTURES FROM NZX CORPORATE GOVERNANCE CODE 2020

RecommendationNotification of DepartureExplanation for Departure

2.5: An issuer should have a written

diversity policy which includes

requirements for the board or a

relevant committee of the board to set

measurable objectives for achieving

diversity (which, at a minimum, should

address gender diversity) and to assess

annually both the objectives and the

entity’s progress in achieving them.

The issuer should disclose the policy or

a summary of it.

The Company has established a

diversity policy, a copy of which is

disclosed on the Company’s website.

However, the policy does not include

requirements for the board to establish

measurable objectives for achieving

gender diversity, or for the board to

assess annually the objectives and the

progress towards achieving them.

The Board considers the size of the Company’s

operations make it impractical to establish

meaningful measurable objectives for achieving

gender diversity.

EXPLANATIONS FOR DEPARTURES FROM ASX CORPORATE GOVERNANCE PRINCIPLES

AND RECOMMENDATIONS (4th Edition)

The Company has followed each of the ASX Recommendations during the reporting period, except in relation to the matters specified below:

RecommendationNotification of DepartureExplanation for Departure

1.5(b): The Company should establish

and disclose a diversity policy. The

policy should include requirements

for the board to establish measurable

objectives for achieving gender

diversity and for the board to assess

annually both the objectives and the

progress towards achieving them.

The Company has established a

diversity policy, a copy of which is

disclosed on the Company’s website.

However, the policy does not include

requirements for the board to establish

measurable objectives for achieving

gender diversity, or for the board to

assess annually the objectives and the

progress towards achieving them.

The Board considers the size of the Company’s

operations make it impractical to establish

meaningful measurable objectives for achieving

gender diversity.

1.5(c): Disclose in each annual

report the measurable objectives for

achieving gender diversity set by the

Board in accordance with the diversity

policy and progress towards achieving

them.

No measurable objectives for achieving

gender diversity have been set by the

Board.

The Board considers the size of the Company’s

operations make it impractical to establish

meaningful measureable objectives for

achieving gender diversity. However, the Board

recognises the importance of diversity and has

therefore adopted a diversity policy, a copy of

which is available on the Company’s website.

BOARD COMPOSITION AND EXPERTISE

The Company has established the functions reserved to the Board, and those delegated to senior executives and has set out these

functions in a Statement of Board and Management Functions, which is disclosed on the Company’s website.

A profile of each director containing the skills, experience, expertise, formal qualifications and term of office of each director is set out in

the director profiles in this Annual Report.

The mix of skills and diversity that the Board is seeking to achieve in its membership is significant experience and expertise in: mine

development and underground operations, geological modelling, financial reporting, financial markets, risk management, statutory

compliance, resource management, health and safety and employment. Each of these skills are represented in the Board’s current

composition except significant experience and expertise in financial reporting and mine development. These skills are represented in the

senior management team. The size of the Board and the development of the Company’s projects places constraints on the mix of skills

the Board is able to achieve.

It is the policy of the Board that in determining candidates for the Board, the following process shall occur:

ANNUAL REPORT 2020NEW TALISMAN GOLD
29

a. The Nomination Committee (or equivalent) evaluates the

range of skills, experience and expertise of the existing Board.

In particular, the Nomination Committee (or equivalent) is to

identify the particular skills that will best increase the Board’s

effectiveness. Consideration is also given to the balance of

independent directors on the Board.

b. A potential candidate is considered with reference to their

skills and expertise in relation to other Board members.

c. If relevant, the Nomination Committee recommends an

appropriate candidate for appointment to the Board. Any

appointment made by the Board is subject to ratification by

shareholders at the next general meeting.

The Board recognises that Board renewal is critical to performance

and the impact of Board tenure on succession planning.

Re-appointment of directors is not automatic. The Company’s

Policy and Procedure for Selection and (Re)Appointment of

Directors is disclosed on the Company’s website.

IDENTIFICATION OF INDEPENDENT

DIRECTORS

In considering independence of directors, the Board refers to the

criteria for independence as set out in NZX Listing Rule 3.3.2 and

Box 2.1 of the ASX Recommendations (“Independence Criteria”).

Applying the Independence Criteria during the reporting period

and at balance date the Board comprises a majority of independent

directors. The independent directors of the Company were the

Chair, Charbel Nader, J (Murray) McKee, and Anthony Haworth.

Murray Stevens is not an independent director as he provides

consultancy services to the company from time to time, and

Matthew Hill is not an independent director as he is the Chief

Executive Officer.

STATEMENT CONCERNING AVAILABILITY

OF INDEPENDENT PROFESSIONAL ADVICE

If a director considers it necessary to obtain independent professional

advice to properly discharge the responsibility of his/her office

as a director then, provided the director first obtains approval for

incurring such expense from the Chair, the Company will pay the

reasonable expenses associated with obtaining such advice.

DIRECTOR REMUNERATION

Details of remuneration are contained in the Notes to the Financial

Statements forming part of this report.

The Company’s Remuneration Policy is disclosed on the Company’s

website. Remuneration of Directors and senior executives is set by

reference to payments made by other companies of similar size

and industry, and by reference to the skills and experience of the

Directors and executives.

There is currently no direct link between remuneration paid to any

of the non-executive directors and corporate performance such as

bonus payments for achievement of key performance indicators.

There are no termination, retirement or Company superannuation

scheme benefits for non-executive directors.

PERFORMANCE EVALUATION OF THE

BOARD, COMMITTEES AND SENIOR

EXECUTIVES

The board reviews the size and composition of the board and the

mix of existing and desired competencies across members from

time to time. Criteria considered by the directors when evaluating

prospective candidates are contained in the board’s charter. The

chair of the board is responsible for ensuring a regular review of

the performance of the board, committees and individual directors

occurs at least annually. The chair is responsible for determining

the process under which this evaluation takes place. The board

reviews annually the size and composition of the board and the

mix of existing and desired competencies across members.

The board is responsible for evaluating the performance of

senior executives. The board evaluates the performance of

senior executives via an ongoing process of assessment and a

formal annual review in December. During the formal review, the

senior executive’s performance is measured against their role’s

assessment criteria.

The Company’s Process for Performance Evaluations is disclosed

on the Company’s website.

CORPORATE CODE OF CONDUCT

The board has adopted a Corporate Code of Conduct (available

on the Company’s website). Directors, employees and consultants

must comply with the policies which the Board has endorsed to

achieve ethical behaviour and efficiency within the authorities and

discretions designated to them, avoiding putting themselves in

a position where they stand to benefit personally or be accused

of insider trading. Compliance with all laws and regulations and

maintenance of confidentiality and honesty is expected. The

Corporate Code of Conduct forms part of every employment and

consultancy agreement. Failure to comply can result in disciplinary

action, including, where appropriate, dismissal. The Board has not

adopted a Whistleblower Policy. However, employees have direct

access to the Chair and are encouraged to contact the Chair with

any suspected departure from the Company’s Code of Conduct.

GENDER DIVERSITY

The board has adopted a Diversity Policy (available on the

Company’s website). As noted above, the Diversity Policy does

not include requirements for the board to establish measurable

objectives for achieving gender diversity. Gender diversity at

balance date for the reporting period:

ComponentTotalFemale

Component

% Female

Component

Board of Directors400%

Senior Executives100%

Consultants4375%

TOTAL*9333%

* Total comprises the figures for the whole organisation.

The Board considers that the Company complied with its diversity

policy during the reporting period.

AUDIT COMMITTEE

The Audit Committee as at the end of the reporting period consists

of the following non-executive independent directors: Anthony

Haworth (Chair), Charbel Nader and Murray Stevens. The Board

deals with any conflicts of interest that may occur when convening

in the capacity of the Audit Committee by ensuring that the director

with conflicting interests is not party to the relevant discussions.

During the reporting, period the Audit Committee had the

opportunity to meet with the external auditor in respect of the

financial reports. The Audit Committee is responsible for reviewing

Annual and Interim Financial Statements, related stock exchange

announcements and all other financial information published or

released to the market; monitoring and making recommendations

for improvement in internal control environment, including

effectiveness and efficiency of operations, reliability of financial

reporting and compliance with applicable laws and regulations;

overseeing the risk management and compliance framework; the

appointment, removal and remuneration of the external auditors;

reviewing the terms of their engagement and the scope and

quality of the audit, reviewing and approving the nature and scope

of non-audit services and ensuring rotation of the external audit

engagement partner.

Details of each of the director’s qualifications are included in the

Board of Director’s Profiles. All members of the sub committee

considered themselves to be financially literate and have financial

experience and industry knowledge. Mr Haworth and Mr Stevens

have significant experience in mineral exploration, development

and valuation at senior advisory level, Mr Nader has gained

CORPORATE GOVERNANCE

NEW TALISMAN GOLD
ANNUAL REPORT 2020

30

significant financial experience from his background in investment

banking and corporate finance.

The Company has established a Procedure for the Selection,

Appointment and Rotation of its External Auditor, which is disclosed

on the Company’s website. The Board is responsible for the initial

appointment of the external auditor and the appointment of a new

external auditor when any vacancy arises, as recommended by the

Audit Committee (or its equivalent). Candidates for the position of

external auditor must demonstrate complete independence from

the Company through the engagement period. The Board may

otherwise select an external auditor based on criteria relevant to

the Company’s business and circumstances. The performance of

the external auditor is reviewed on an annual basis by the Audit

Committee (or its equivalent) and any recommendations are made

to the Board.

NOMINATION AND REMUNERATION

COMMITTEE

The Nomination and Remuneration Committee (N&R) as at the

end of the reporting period consists of the following non-executive

independent directors: Charbel Nader, Anthony Howarth and

Matthew Hill. Some responsibilities of the N&R Committee were

also addressed by the full Board at Board and Strategy meetings

during the reporting period. The Board has adopted, and the

N&R Committee applies a Nomination Committee Charter and a

Remuneration Policy which is available on the Company’s website.

Duties of the N&R Committee includes reviewing remuneration

of executive and non-executive directors, incentive schemes and

reviewing the Remuneration Committee Policy (disclosed on the

Company’s website).

The Board has adopted, and the Remuneration Committee

applies, a Remuneration Committee Charter which is available on

the Company’s website.

HEALTH SAFETY SECURITY AND

ENVIRONMENT COMMITTEE

The Health Safety Security and Environment Committee (HSSE) as

at the end of the reporting period consists of the following directors:

Murray Stevens, Anthony Haworth, and Matthew Hill, independent

adviser Craig Smith is also a member of the committee. Some

responsibilities of the HSSE Committee were also addressed by

the full Board at Board and Strategy meetings during the reporting

period. The Board has adopted, and the HSSE Committee applies

a HSSE Committee Charter which is available on the Company’s

website

The Company’s Policy for Trading, which is disclosed on the

Company’s website, states that key management personnel must

not enter into transactions or arrangements which operate to

limit the economic risk of their security holding in the Company

without first seeking and obtaining written acknowledgement

from the Chair, Audit Committee Chair or Executive Director; and

Key Management Personnel are prohibited from entering into

transactions or arrangements which limit the economic risk of

participating in unvested entitlements.

MEETING ATTENDANCE

Director/ConsultantBoardAuditNominationHSSE

M Hill9/92/21/11/1

M Stevens9/92/21/11/1

C Nader9/92/21/1n/a

A Haworth9/92/21/1n/a

W Chowlesn/an/an/a1/1

C Smithn/an/an/a0/1


RISK MANAGEMENT

The Company has continued to develop its strategies for managing

risk during the reporting period, particularly where internal controls

are concerned. The Company’s internal controls are reviewed by

the external auditor twice a year, and are monitored regularly by

the independent directors. The Board relies on the sign-off of

senior management with respect to the financial reports, which

sign-off has been provided in respect of the Company’s 2019/2020

financial statements.

The Company has adopted a Risk Management Policy (a summary

is available on the Company’s website). Under the Policy, the Board

delegates day-to-day management of risk to the Chief Executive

Officer. The Policy sets out the role of the Chief Executive Officer

and accountabilities. It also contains the Company’s risk profile

and describes some of the policies and practices the Company has

in place to manage specific business risks.

The process of management of material business risks is allocated

to the business risk owners within the management team. The

Board relies on risk controls being implemented effectively and the

primary risk controls reviewed monthly through a standing item on

the Board agenda. The Company is in the process of updating its

Risk Management Policy to include formal processes to identify,

manage and mitigate risk, using a risk register. A significant body

of work was completed during the reporting period addressing

mine operational risks. This document will be reviewed externally

by government regulators. Certain risks pertinent to the sector in

which the Company operates are not able to be managed at this

time, for example the price of gold.

Material business risks reported on during the reporting period

included statutory compliance, health and safety in the operational

environment, sustainability of the company’s ore resources,

environmental risk working in a conservation estate, internal audit

compliance, adequacy of computer systems, ethical conduct and

business practice, retention of key staff, financial reporting and

liquidity risk.

The Board has required management to design, implement and

maintain risk management and internal control systems to manage

the Company’s material business risks. The Board also requires

management to report to it confirming that those risks are being

managed effectively. The Board receives on a regular basis reports

from management as to the effectiveness of the Company’s

management of its material business risks, risk evaluation, analysis

and treatment. Risk management is a standing item on the Board

agenda, giving opportunity for Board discussion. The Audit

Committee and the full Board addresses areas of risk and evaluates

the effectiveness of controls.

ASSURANCES TO THE BOARD

The Chief Executive Officer (CEO) and the Chief Financial officer

(CFO) are not required to provide a declaration to the Board in

accordance with section 295A of the Corporations Act (Australia)

as the Company is instead subject to the laws of New Zealand.

However, the Board requires the CEO and the CFO to provide a

declaration confirming that the financial reports for the reporting

period present a true and fair view, in all material respects, of the

Company’s financial condition and operational results, and are in

accordance with relevant accounting standards. Assurance is also

given that the financial statements are founded on a sound system

of risk management and internal compliance and control and that

the Company’s risk management and internal compliance and

control is operating efficiently and effectively.

CORPORATE GOVERNANCE

ANNUAL REPORT 2020NEW TALISMAN GOLD
31

CONTINUOUS DISCLOSURE

The Company has adopted a Continuous Disclosure Policy which

sets out obligations for directors, employees and consultants in

relation to continuous disclosure. The Company has also adopted

Compliance Procedures to ensure compliance with the ASX

Listing Rule requirements in relation to continuous disclosure,

and to ensure accountability at a senior executive level for that

compliance. Summaries of both these documents are available

on the Company’s website. In accordance with the NZX and ASX

Listing Rules, the Company is required to disclose to the market

matters which could be expected to have a material effect on

the price or value of the Company’s securities. Management

processes are in place to ensure that all material matters which

may potentially require disclosure are promptly reported to

the Chief Executive Officer or the Company Secretary who is

responsible for ensuring that such information is not released to

any person until the NZX and ASX have confirmed its release to

the market.

SHAREHOLDER COMMUNICATION

The Board has adopted a Shareholder Communication Policy, a

copy of which is disclosed on the Company’s website.

DIRECTOR AND OFFICER LIABILITY

INSURANCE

The Company maintains director and officer liability insurance

and indemnifies directors and officers of the Company against

all liabilities which may arise out of the performance of normal

duties as directors or officers, unless the liability relates to conduct

involving a lack of good faith. This includes indemnity of costs and

expenses incurred in defending an action that falls within the scope

of the indemnity.

MATERIALITY

Independence of directors, the Board refers to the thresholds for

qualitative and quantitative materiality as adopted by the Board

and contained in the Board Charter, which is disclosed in full on

the Company’s website. Balance sheet items are material if they

have a value of more than 10% of pro-forma net asset. Profit and

loss items are material if they have an impact on the current year

operating result of 10% or more. Items are also material if they

impact on the reputation of the Company, they involve a breach

of legislation; they are outside the ordinary course of business;

they could affect the Company’s rights to its assets; if accumulated,

they would trigger the quantitative tests; they involve a contingent

liability that would have a probable effect of 10% or more on

balance sheet or profit and loss items; or they will have an effect

on operations which is likely to result in an increase or decrease

in net income or dividend distribution of more than 10%. Criteria

for determining the materiality of contracts can be found in

“Board and Management” under Corporate Governance on the

Company’s website.

SHARE TRADING

The Company has adopted a Share Trading Policy to assist with

compliance with insider trading regulations under the Securities

Market Act 1988 (New Zealand) and the Corporations Act 2001

(Australia). This policy restricts directors, employees and consultants

from trading in a number of ways and is available on the Company’s

website. Application must be made by directors, employees and

consultants to the Company for approval prior to trading in the

Company’s securities. A requirement to comply with this policy

forms part of every employment or consultancy agreement. forms

part of every employment or consultancy agreement.

SUMMARY OF WAIVERS

No waivers to the rules were requested to the Stock Exchanges

during the reporting period.

CORPORATE GOVERNANCE

COMPANY DIRECTORY
DIRECTORS

Charbel Nader (Chairman, Independent)

Tony Haworth (Independent Director)

Murray R Stevens (Director)

Matthew G Hill (Chief Executive Officer)

COMPANY SECRETARY

S Jane Bell

REGISTERED (HEAD) OFFICE

541 Parnell Road, Parnell

Auckland, New Zealand

Telephone (+64 9) 303-1893

Facsimile (+64 9) 303-1612

Email: office@newtalisman.co.nz

Website: www.newtalisman.co.nz

PRINCIPAL OFFICE IN AUSTRALIA

1st Floor, 25 Richardson Street

West Perth

Western Australia 6005

Telephone (+61 8) 9481-2040

Facsimile (+61 8) 9481-2041

BANKERS

Westpac Bank, Auckland

National Australia Bank, West Perth

AUDITORS

Scott Bennison

c/- K S Black & Co

Level 5

350 Kent Street,

Sydney, 2000

SOLICITORS

Chapman Tripp, Auckland

Williams & Hughes, Perth

SECURITIES LISTED

New Zealand Stock Exchange

Code: Shares NTL; Options NTLOB

Australian Securities Exchange

Code: Shares NTL, Options NTLOB

SHARE REGISTRARS

New Zealand:

Computershare Investor Services Limited

Private Bag 92119

Auckland 1142

159 Hurstmere Road

Takapuna, Auckland 0622.

New Zealand

Telephone (+64 9) 488 8777

Facsimile (+64 9) 488 8787

Australia:

Computershare Investor Services Pty Limited

Yarra Falls

452 Johnston Street

Abbotsford Victoria 3067, Australia

Telephone 1300 850 505

Overseas callers (+61 3) 9415 4000

Managing your shareholding online:

To change your address, update your payment

instructions and view your investment portfolio

including transactions please visit

www.computershare.co.nz/investorcentre

General enquiries can be directed to:

enquiry@computershare.co.nz

Please assist our registrar by quoting your CSN or

shareholder number

www.newtalisman.co.nz

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.