NTL 2020 Annual Report
www.newtalisman.co.nz
ANNUAL REPORT 2020
TALISMAN GOLD MINE ESTABLISHED 1894
NEW TALISMAN GOLD
ANNUAL REPORT 2020
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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.