2020 Notice of Annual General Meeting

100401149/7880441.1
NEW TALISMAN GOLD MINES LIMITED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
New Talisman Gold Mines Limited (“NTL” or the “Company”) advises that its Annual
Meeting of Shareholders will be held on a virtual basis on Thursday 6 August 2020
commencing at 11.00 am
Details of how to participate in the Annual Meeting virtually (including as to viewing
presentations, asking questions and voting) are described in this Notice of Meeting.
The business of the Annual Meeting of Shareholders will be:
ITEM A - PRESENTATIONS
(a) The Chairman’s address to shareholders.
(b) To receive and consider the Annual Report including the Financial Statements and the
Auditor’s Report for the year ended 31 March 2020.
ITEM B – RESOLUTIONS
To consider and, if thought fit, pass the following ordinary resolutions of the Company:
1. Director Re-election: Murray Stevens
To re-elect Murray Stevens, who retires and is eligible for re-election, as a Director of the
Company.
2. Auditor Remuneration
To authorise the Directors to fix the remuneration of the Company’s auditor, Scott
Bennison of KS Black & Co.
Further Information
The Explanatory Notes accompanying this Notice of Annual Meeting of Shareholders are
incorporated in, and comprise part of, this Notice of Annual Meeting of Shareholders.
Virtual Webcast meeting
Shareholders can only participate in the annual meeting virtually through our online webcast,
further details of how to participate are described at the back of this notice. To participate,
shareholders will need their CSN or securityholder number which can be found on their
Voting/Proxy Form. Shareholders will be able to view presentations, ask questions and cast
their vote from their own computers, mobiles or similar devices.
Proxies and representatives
You may exercise your right to vote at the meeting either by being present at the virtual
meeting or by appointing a proxy to attend and vote in your place. A proxy need not be a
shareholder of the Company. A body corporate shareholder may appoint a representative to
attend the meeting on its behalf.
A proxy form is enclosed with this Notice of Annual Meeting of Shareholders. If you wish to
vote by proxy you must complete the form and deliver it to Computershare, Level 2, 159
Hurstmere Road, Takapuna, Auckland, New Zealand or post to Computershare Private Bag
92119 Auckland 1142 New Zealand, so as to ensure that it is received by 11am on Tuesday
4 August 2020.
If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or
your named proxy does not attend the meeting, the Chairman of the meeting will be your
proxy and will vote in accordance with your express direction.
A proxy will vote as directed in the proxy form or, if voting is left to the proxy’s discretion,
then the proxy will decide how to vote on the resolutions (or on any motions from the floor
moved at the meeting). The Chairman and other directors intend to vote any discretionary
proxies in favour of the resolutions.
By order of the Board


Jane Bell
Company Secretary
7 July 2020

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EXPLANATORY NOTES
These Explanatory Notes have been prepared for the information of shareholders in relation to
the business to be conducted at the Company’s 2020 Annual Meeting of Shareholders.
All resolutions are ordinary resolutions and require approval of a simple majority of votes cast
at the meeting by shareholders entitled to vote and voting.
Resolution 1 – Director Re-election: Murray Stevens
Under the NZX Listing Rules, an NTL director must not hold office (without re-election) past
the third annual shareholders’ meeting following the director’s appointment, or three years,
whichever is longer. Accordingly, Murray Stevens is required to retire at this meeting. Mr
Murray, being eligible, offers himself for re-election, and the Board unanimously supports his
re-election and recommends that shareholders vote in favour of Resolution 1.
Mr Stevens will not be an independent director (as determined by the Board using the
definition in the NZX Listing Rules), if elected, as he provides consultancy services to the
Company from time to time.
A brief biography of Mr Stevens follows:
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 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 1990s. Mr
Stevens 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.
Resolution 2 – Auditor Remuneration
Section 207T of the Companies Act 1993 provides that a company’s auditor is automatically
reappointed unless the shareholders resolve to appoint a replacement auditor or there is some
other reason for the auditor not to be reappointed. The Company wishes for Scott Bennison of
KS Black & Co to continue as the auditor of the Company, and Scott Bennison at KS Black & Co
has indicated his willingness to continue in office.
Section 207S of the Companies Act 1993 provides that the fees and expenses of the auditor
are to be fixed in such a manner as the Company determines at the annual shareholder
meeting. The Board proposes that, consistent with past practice, the auditor’s fees and
expenses be fixed by the Directors. The Board unanimously recommends that shareholders
vote in favour of Resolution 2.

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PARTICIPATION IN VIRTUAL MEETING
Due to limitations on travel relating to COVID-19, the Annual Meeting will be held virtually. All
shareholders will have the opportunity to attend and participate in the Annual Meeting online via
an internet connection using a computer, laptop, tablet or smartphone. Shareholders will not
be able to attend the Annual Meeting in person but only through the internet or smartphone app.

To access the online AGM you must register at http://newtalisman.onlineagm.co.uk/register.
Once registered you will receive a confirmation email with details of the event and the web
address for the AGM. You must have access to the email you registered with to login on the
day of the event. You may only use an email address once for login to the AGM. You will be
able to submit questions to the board via the AGM site on the day, there will also be the ability
to cast your vote, votes are weighted per share holder, so you only need to vote once on the
system.
The system is compatible with Chrome, Edge and Safari. It is optimised for use on PC/Laptop
and functions on tablet and smartphone. Please ensure all operating systems and apps have
installed the latest updates.

Shareholders may vote on the resolutions to be put to shareholders and ask questions, by using
their own computers or mobile devices through the online participation portal. Shareholders
may also send questions in advance of the meeting to info@newtalisman.co.nz.

Shareholders will still be able to appoint a proxy to vote for them or cast a postal vote as they
otherwise would, by following the instructions on the Voting and Proxy Form and this Notice of
Annual Meeting.


QUESTIONS IN ADVANCE OF THE MEETING
To assist the Board to provide answers to questions from shareholders, New Talisman Gold is
offering a facility for shareholders to submit questions in advance of the Annual Meeting.
Questions should relate to matters that are relevant to the Annual Meeting including matters
arising from the financial reports and any general questions regarding the operations of New
Talisman Gold. Individual responses to questions will not be provided, but the Chair will, at the
Annual Meeting, endeavour to address commonly raised questions. Questions can be submitted
in writing with Proxy/Voting forms. Alternatively, you can email your questions to:
info@newtalisman.co.nz

VIRTUAL MEETING
On account of the global Covid-19 pandemic, the Company will hold its first virtual Annual Meeting.
All shareholders will have the opportunity to attend and participate in the 2020 Annual Meeting online via an internet connection
(using a computer, laptop, tablet or smartphone). The virtual meeting will be accessible on both desktop and mobile devices.
Please refer to the Notice of Meeting that accompanies this Proxy/Voting Form for further details.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
At least one joint security holder should sign this form (on behalf of all joint
security holders). If different joint security holders purport to appoint different
proxies, the vote of the proxy appointed by the first named joint security holder
will prevail.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director, authorised signatory or attorney.
Please sign in the appropriate place and indicate the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.
How to Vote on Items of Business
All your securities will be voted in accordance with your directions..
Appointment of Proxy
If you do not plan to attend the virtual meeting, you may appoint a proxy. The
Chairman of the meeting, or any other director, is willing to act as proxy for any
shareholder who wishes to appoint him or her for that purpose. To do this, enter
‘the Chairman’ or the name of your proxy in the space allocated in ‘Step 1’of
this form. Alternatively you can appoint a proxy online at www.investorvote.co.nz.
The Chairman and other directors intend to vote any discretionary proxies in
favour of the resolutions. If, in appointing a proxy, you have inadvertently not
named someone to be your proxy (on the enclosed proxy form), or your named
proxy does not attend the virtual meeting, the Chairman of the meeting will be your
proxy and will vote in accordance with your express direction.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote as they choose. If you
mark more than one box on an item your vote will be invalid on that item.
Attending the Meeting
Attendance and participation will be through a live webcast, accessed through an
internet connected computer, tablet, smartphone or similar device. Please refer
to the Notice of Meeting that accompanies this Voting and Proxy Form, for further
instructions.
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Proxy/Voting Form
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Turn over to complete the form to vote
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 11:00am Tuesday 4 August 2020

If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and email
address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
I/We being a shareholder/s of New Talisman Gold Mines Limited
Items of Business - Voting Instructions
STEP 2
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be
counted in computing the required majority. If you return this form without directing the proxy how to vote on any particular matter, the proxy will
vote as he or she thinks fit.
Signature of Securityholder(s) This section must be completed.
SIGN
Individual/Authorised officer or attorneyIndividual/Authorised officer or attorneyIndividual/Authorised officer or attorney
Securityholder 1Securityholder 2 (if applicable)Securityholder 3 (if applicable)
Contact Name Contact Daytime Telephone Date
Ordinary Business
Resolution 1 To re-elect Murray Stevens as a Director.
Resolution 2
To authorise the Directors to fix the remuneration of the Company’s auditor, Scott Bennison of
KS Black & Co.
ForAgainstAbstain
Proxy
Discretion
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the virtual Annual Meeting of Shareholders
of New Talisman Gold Mines Limited to be held on Thursday 6 August 2020 at 11:00am and at any adjournment of that meeting.
Shareholders can still attend the meeting electronically, even if they have appointed a proxy (although they
will not be able to vote if a proxy has been appointed).