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NTL Annual Report for the Year Ended 31 March 2021

Annual Report30 June 2021NTLIndustrials

ANNUAL REPORT 2021
RESPONSIBLE, ENVIRONMENTALLY SUSTAINABLE MINING

www.newtalisman.co.nz

NEW TALISMAN GOLD
ANNUAL REPORT 2021

2

CONTENTS

Directors’ Report 3

Board of Directors 9

Audit Report 10

Financial Statements 14

Notes to the Financial Statements 17

Tenement Schedule 22

Additional Information 26

Corporate Governance 28

Company Directory back page

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

TALISMAN GOLD MINE

ESTABLISHED 1894

ANNUAL REPORT 2021NEW TALISMAN GOLD
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Dear Shareholders

Without doubt 2020 was a year of frustrations with the impacts of Covid-19 being felt across the New Zealand economy. The stop

start of lockdowns and limitations to operating at various response levels made for a challenging operating environment. Much of

the world is still severely impacted by the virus while NZ is now relatively back to normal. Despite these challenges we have made

progress on our revised strategy. In the first half of the year your directors and management when Covid 19 restrictions limited

activities, took the opportunity to review the Company’s priorities and set a course for the future. The Board determined three key

areas of priority:

• Identifying a treatment route of the ore

• Identify a secondary source of ore to allow for economic scale of operations

• Identify additional targets within the Talisman Mine and leverage off the large inferred resource outlined in the Talisman

Deeps work.

In the second half of the year we have begun to execute on that plan by identifying opportunities for expansion of our resource base

and locating a suitable site for development of a processing plant.

The market climate for the minerals industry in New Zealand during 2021 remains generally less than optimal. Your company

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

sustainability and has successfully had its access arrangement and authority to enter and operate renewed by the Department of

Conservation post balance date.

While the year again 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:

• Strategic management review of the business complete

• NZ based environmentally sustainable treatment options identified for gold ore processing.

• NTL secures option to purchase Broken Hills Historical Mine Ltd

• Authority to enter and Operate Talisman renewed

• Access agreement with Department of Conservation renewed.

• Mystery planning complete and blasting to commence shortly once processing route is finalised

• Work programme for exploiting further identified targets for resource development

• Mystery Vein drive planned and TFM engaged to recommence at Mystery

• Coromandel Gold Limited to develop exploration projects and to be listed on NZX or ASX

• Coromandel Gold identify additional assets on the NZ West Coast.

• Company to leverage its extensive exploration database on mineral projects in NZ to look at critical minerals opportunities.

Management and the directors greatly appreciate the continued support from existing and new shareholders and note that the share

trading platform Sharesies now holds 7.24% of the Company giving small investors the opportunity to participate in the development

of NTL’s environmentally sustainable gold projects.

REPORT TO THE SHAREHOLDERS

OF NEW TALISMAN GOLD MINES LTD

HIGHLIGHTS

ANNUAL REPORT 2021

NEW TALISMAN GOLD
ANNUAL REPORT 2021

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TALISMAN MINE-CURRENT RESOURCES

Resource CategoryOre Zone/VeinTonnes

Grade g/t Bullion

equivalent

Ounces 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

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

TALISMAN MINE –OPERATIONS

Development and extraction activities are now focused on

gaining a better understanding of the Mystery Vein with activities

focused on extending the drive further along strike to the north

and stockpiling extracted ore.

From the perspective of the Hauraki District Council the

resource consent for bulk sampling only commences once

trucks commence transporting ore on the access road. Once this

commences the Company has a two year window to transport

ore off site for processing. All underground work to date has

been preparatory to triggering the consent to transport.

Progress was made during the year on areas which will support

the permitting application required to be lodged for a scaled-up

processing plant to treat Talisman and potentially other ores. A

suitable site for processing of ore has now been located and

water discharge and other requirements are being worked

through prior to lodgment. The identification and commercial

scope of a registered mine surveyor was undertaken during

the year and Terra Firma (TFM) are in the process of making

the appointment as SSE which is a statutory appointment

required under the Health and Safety in Employment (Mining

Operations and Quarrying Operations) Regulations 2015 and is

a prerequisite to commencement of activities at Mystery.

In preparing the short term development plans TFM and NTL

management looked at various ways to maximize the Mystery

drive extension as well as locating and planning a programme

to upgrade the resource category at Mystery, (currently 14,000t

@ 25g/t Au(equiv) Inferred and extend and quantify a larger

resource here incorporating the extensions along strike toward

the Rhoderick Dhu workings.

The Mystery vein has been exposed over a strike length of

some 50m and regular sampling carried out by New Talisman

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.

NTL continues to contract Terra Firma to ensure compliance with

relevant legislation through regular inspections of the condition

of underground workings, monitoring of underground air quality

and maintenance of the ventilation and electrical infrastructure.

General maintenance and pest control continues to be routinely

undertaken.

NTL has implemented its programme of resource confirmation

and modelling work under phase 4 of the Talisman Deeps project,

which continued during the year. This is focusing on areas within

the mine and nearby that can be readily accessed using existing

underground infrastructure and which target areas that can be

added to the current resources. This includes evaluating areas

of the large 350Koz Indicated and Inferred resource confirmed

during the earlier phases of the Talisman Deeps project. Once

completed the results will be released and incorporated into the

resource estimate at Talisman.

ANNUAL REPORT 2021NEW TALISMAN GOLD
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.

The table above 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 were 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.

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 is likely to have a material effect on

the outcome of any previously announced studies and/or Ore Reserves.

TALISMAN MINE-PROCESSING

The Company has previously announced the results of its pilot plant test work on Dubbo and Mystery ores with encouraging results

for recovery of gold and silver using gravity techniques alone and/or a combined gravity/flotation process route.

During the year NTL have been pursuing the best route to economic production scale recovery. The Company has been in discussions

with the New Zealand Institute for Minerals to Materials, (NZIMMR) to assist in developing an economic scale process route. The

Company is pleased to advise that it has despatched a one tonne sample of crushed Talisman ore to NZIMMR where it will undergo

a range of tests to optimise the process flow route and plant sizing for commercial production.

In conjunction with this the Company is in the final phases of site selection in an industrial zoned site for setting up its processing plant

for commercial production.

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NEW TALISMAN GOLD
ANNUAL REPORT 2021

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Broken Hill Gold Mine Project

During the year the opportunity to acquire 100% of the shares in Broken Hills Historic Mine Limited arose. NTL have negotiated an

option agreement to purchase with the owners of Mining Permit 53173 and Special Purpose Mining Permit 42024 which cover the

historic Broken Hills Mine near Tairua on the Coromandel Peninsula.

The Broken Hills Historic Mine has been developed and mined by a family group on a small scale for over 20 years in an environmentally

sustainable manner and its acquisition subject to favourable due diligence by NTL has a number of additional benefits to the Talisman

project and NTL shareholders, environment and the community at large. Broken Hills Historic Mine use narrow vein mining techniques

that are well proven to maximise extraction of high grade ore and minimisation of dilution with negligible environmental impact.

The Broken Hills mine utilises rail as the main transportation method and an electric locomotive to haul rolling stock.

The Broken Hills Mine is an example of a rhyolite hosted epithermal gold silver deposit and is one of the few economic gold deposits

of this type on the eastern side of the Coromandel Peninsula.

Gold and silver mineralization at Broken Hills is hosted in a series of north, northwest trending, steeply westward dipping quartz veins

that pinch and swell from several centimeters up to several meters. Up to 6 main veins are recognised to date. Additional ore is found

in hydrothermal breccia and breccia pipes.

The deposit is regarded as representing the upper levels of an epithermal system as evidenced by the presence of hot spring sinters

and hydrothermal breccia. This gives scope in the future of depth continuations of the deposit.

NTL are particularly encouraged by the fact that modern mining has been confined to the current battery level and drives off this but

there has been virtually no development at depth. We see an opportunity here to establish a substantial resource below the current

workings, evidence of this potential is indicated by the results of historic drill hole ACM DDH-03 that intersected 4 veins approx. 40m

vertically beneath the current workings. (Drilled by ACM minerals in 1989)

ACMDDH-03: 73.0-74.0m, 1.0m @ 6.3g/t Au,

84.0-85.0m, 1,0m @ 4.0g/t Au

121.0-122.05m,1.05m @35.0g/t Au

158.95 – 160.0m. 1.05m @4.8/g/t Au

The Company sees the potential to continue mining of the high grade epithermal veins and augment ore from Talisman as they are

metallurgically similar at a processing site that minimizes transport costs.

Of note is that this rhyolite hosted deposit style is now recognised to have potential to host major gold deposits and Broken Hills is

located around 20 kilometers north of the largest deposit of this type of mineralization discovered to date, the Wharekirauponga (“WKP”)

deposit which is currently being developed by OceanaGold Corporation (TSX: OGC) (ASX: OGC) where they have announced

Indicated and Inferred resources of approximately 1.45 million oz of gold and 2.3 million oz of Ag.

Further detail about the acquisition can be found in the release dated January 27, 2021 https://www.nzx.com/announcements/366790

https://www.nzx.com/announcements/366790

Location map of the Broken Hills Gold Mine Project near Tairua

ANNUAL REPORT 2021NEW TALISMAN GOLD
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NEW TALISMAN GOLD
ANNUAL REPORT 2021

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CORPORATE

Following the end of the year the executive team progressed commercial discussions and subsequently the management and

technical team met with a major industry group’s Metallurgy and Minerals science experts at their processing and research facility. The

facility provides for the analysis and processing options for various minerals, ores and other elements using a variety of separation

processes and potential to concentrate other minerals and inclusions which hold commercial value.

A long term proposal is currently under review by the major group which allows for an initial processing of Talisman stockpiled ore.

The management team are in the process of agreeing the initial transport of ore from stockpiles located off site for metallurgical

analysis, mineralogy and processing route options while the potential for a commercial processing agreement is negotiated subject

to test work results.

Summary

2021 has been a challenging year however your Company has made progress amid the current political environment and continuing

Covid 19 complications. We aim to continue progressing the development plan as we head toward production. It has only been in

recent weeks that we have identified suitable facilities to locate our processing facilities.

The Board continues to take measures to conserve the Company’s cash with a continuation of the 20% reduction to directors fees,

management costs and corporate overheads still in place.

Tenement Holdings

Project Permit Number Ownership

Talisman MMP 51326 100% New Talisman Gold Mines Ltd

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”.

ANNUAL REPORT 2021NEW TALISMAN GOLD
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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, and founding

Chairman of a successful media start up and oversaw its sale to

Fairfax Ltd for in excess of $100m.

He is currently a Non-Executive Director of Madman

Entertainment, Hubify Ltd (ASX: HFY), Realestateview.com.au Ltd

and Chairman of Movigo Group Ltd (Right 2 Drive).

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 August 06, 2020.


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

BOARD OF DIRECTORS

NEW TALISMAN GOLD
ANNUAL REPORT 2021

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AUDITOR’S REPORT

ANNUAL REPORT 2021NEW TALISMAN GOLD
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NEW TALISMAN GOLD
ANNUAL REPORT 2021

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ANNUAL REPORT 2021NEW TALISMAN GOLD
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NEW TALISMAN GOLD
ANNUAL REPORT 2021

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NEW TALISMAN GOLD MINES LIMITED

Statement of Comprehensive Income

For year ended 31 March 2021


GroupParent

Note

20212020

Restated

20212020

Restated

NZ$NZ$NZ$NZ$

Continuing Operations

Other Operating income2247,71839,511247,71839,511

Operating and administrative expenses

3, 5(763,892)(970,145)(751,729)(946,074)

Exploration costs written off

10-(2,757,313)--

Gain/(loss) from operations(516,174)(3,687,947)(504,011)(906,563)

Finance Costs4(1,483)-(1,483)-

Net profit/(loss) for the year(517,657)(3,687,947)(505,494)(906,563)

Other Comprehensive Income /(Loss)----

Total comprehensive income/(loss)(517,657)(3,687,947)(505,494)(906,563)

Net profit/(loss) attributable to equity holders

of the parent

(517,657)(3,687,947)(505,494)(906,563)

Comprehensive profit/(loss) attributable to

equity holders of the parent

(517,657)(3,687,947)(505,494)(906,563)

Earningspershare

Basic earnings/(loss) per share

From continuing operations(0.03)cent(0.14)cent(0.02)cent(0.03)cent

Diluted earnings/(loss) per share

From continuing operations(0.03)cent(0.14)cent(0.02)cent(0.03)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 2021

Group 2021Group 2020 Restated

NoteShare

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)--(517,657)(517,657)--(3,687,947)(3,687,947)

Other comprehensive

income/(loss)

--------

Proceeds from share

capital issued

--------

Transfer to

accumulated income

8--------

Equity at beginning

of year

38,216,371-(22,250,534)15,965,83738,216,371-(18,562,587)19,653,784

Equity at end of year838,216,371-(22,768,191)15,448,18038,216,371-(22,250,534)15,965,837

Parent 2021Parent 2020 Restated

NoteShare

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)

--(505,494)(505,494)--(906,563)(906,563)

Proceeds from share

capital issued

--------

Transfer to

accumulated income

8--------

Equity at beginning

of year

38,216,371-(22,185,159)16,031,21238,216,371-(21,278,596)16,937,775

Equity at end of year838,216,371-(22,690,653)15,525,71838,216,371-(22,185,159)16,031,212

The accompanying notes form part of these financial statements

ANNUAL REPORT 2021NEW TALISMAN GOLD
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NEW TALISMAN GOLD MINES LIMITED

Balance Sheet

As at 31 March 2021

GroupParent

2021

2020

Restated2021

2020

Restated

NoteNZ$NZ$NZ$NZ$

Equity

Attributable to parent company shareholders

815,448,18015,965,83715,525,71816,031,212

15,448,18015,965,83715,525,71816,031,212

Term liabilities

Long term lease liabilities

Rehabilitation Reserve

23

10

41,305

32,215

-

32,215

41,305

32,215

-

32,215

Total term liabilities73,52032,21573,52032,215

Current liabilities

Payables21132,57746,585132,57746,585

Employee benefits22-18,240-18,240

Short Term Lease Liabilities2324,141-24,141-

Total current liabilities156,71864,825156,71864,825

Total liabilities230,23897,040230,23897,040

Total equity and liabilities15,678,41816,062,87715,755,95616,128,252

Current assets

Cash1,110,6952,495,7181,110,6952,495,718

Receivables and prepayments24414,643178,619493,453245,266

Total current assets1,525,3382,674,3371,604,1482,740,984

Non-current assets

Property, plant & equipment10191,388227,421191,388227,421

Assets under construction1013,699,68813,143,90113,699,68813,143,901

Right of use assets1064,539-64,539-

Intangiblee xploration assets1111,63711,63710,57510,575

Investments12185,8285,581185,6185,371

Total non-current assets14,153,08013,388,54014,151,80813,387,268

Total assets15,678,41816,062,87715,755,95616,128,252

For and on behalf of the Board:


C Nader (Chairman) M G Hill

29 June 2021 29 June 2021

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

NEW TALISMAN GOLD
ANNUAL REPORT 2021

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16

NEW TALISMAN GOLD MINES LIMITED

Statement of Cash Flows

For year ended 31 March 2021

GroupParent

Note2021202020212020

Cash flows from operating activitiesNZ$NZ$NZ$NZ$

Cash was provided from:

Interest received1,6694,4631,6694,463

Other

----

1,6694,4631,6694,463

Cash was disbursed to:

Interest expense on leases(1,483)-(1,483)-

Payments to suppliers and employees

(682,838)(1,213,341)(682,838)(1,221,341)

Rent

(13,406)(23,414)(13,406)(23,414)

(697,727)(1,236,755)(697,727)(1,244,755)

Net cash outflows from operating activities15(696,068)(1,232,292)(696,068)(1,240,292)

Cashflows from investing activities

Cash was provided from:

Intercompany loan repayments---

Proceeds from disposal of property, plant and

equipment

1,304-1,304-

Proceeds fromsale of shares

----

1,304-1,304-

Cash was applied to:

Prospecting and mine development expenditure(529,787)(1,117,326)(529,787)(1,109,326)

Purchase of property, plant and equipment-(19,169)-(19,169)

Investments(164,472)-(164,472)-

Intercompany loans

----

(694,259)(1,136,495)(694,259)(1,128,495)

Net cash outflows from investing activities(692,955)(1,136,495)(692,955)(1,128,495)

Cash flows from financing activities

Cash was provided from:

Issue of shares3,625,5223,625,522

Other

----

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

Cash was applied to:

Issue of shares----

Lease liabilities & right of use assets(9,177)-(9,177)-

(9,177)-(9,177)-

Net cash inflows from financing activities(9,177)3,625,522(9,177)3,625,522

Net increase /(decrease) in cash held(1,398,200)1,256,735(1,398,200)1,256,735

Effect of changes in exchange rates13,177(4,673)13,177(4,673)

Cash at beginning of year2,495,7181,243,6562,495,7181,243,656

Cash at end of year1,110,6952,495,7181,110,6952,495,718

CASH COMPRISES:

Cash1,005,6952,390,7181,005,6952,390,718

Short term deposits105,000105,000105,000105,000

1,110,6952,495,7181,110,6952,495,718

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.

ANNUAL REPORT 2021NEW TALISMAN GOLD
17

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 2021.

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 13.5-67%

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;

NOTES TO THE FINANCIAL STATEMENTS

For year ended 31 March 2021

NEW TALISMAN GOLD
ANNUAL REPORT 2021

18

NOTES TO THE FINANCIAL STATEMENTS

For year ended 31 March 2021

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

segments; or

• 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

A lessee is required to recognise a right-of-use asset representing

its right to use the underlying leased asset and a lease liability

representing its obligation to make lease payments. A depreciation

charge for right-of-use assets for lease liabilities and an interest

charge for lease liabilities will be recognised in the Statement of

Profit or Loss and Other Comprehensive Income.

Leases on a short term basis or of low value assets are recognised

as lease payments which are included in the statement of

comprehensive income in equal instalments over the lease term.

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

not been capitalised as permitted by NZ IFRS 16.

(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

the statement of comprehensive income. 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 EPS 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

There have been no significant changes in accounting policies. All

policies have been applied on bases consistent with those used in

the prior period.

(s) 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 2021

NZ$

Group

Mar 2020

NZ$

Parent

Mar 2021

NZ$

Parent

Mar 2020

NZ$

Interest1,6694,4631,6694,463

Reimbursement of Expenditure----

Sundry income246,04935,048246,04935,048

Total operating income247,71839,511247,71839,511

ANNUAL REPORT 2021NEW TALISMAN GOLD
19

3. OPERATING AND ADMINISTRATION EXPENSES BY NATURE

Group

Mar 2021

NZ$

Group

Mar 2020

NZ$

Parent

Mar 2021

NZ$

Parent

Mar 2020

NZ$

Accountancy fees110,273117,406110,273117,406

Auditor’s fees – auditing financial statements37,81333,11937,81333,119

Consultancy fees68,224116,45668,224107,593

Depreciation41,76951,70841,76951,708

Director fees85,333110,50085,333110,500

Foreign exchange loss/(gain)(13,177)4,673(13,177)4,673

Insurance59,83634,25759,83634,257

Kiwisaver-3,980-3,980

Legal fees23,97926,64223,97926,642

Rental and lease costs13,40623,41413,40623,414

Secretarial expenses52,00055,25052,00055,250

Security79,28284,28379,28284,283

Share registry 59,514118,63559,514118,635

Share revaluation loss/(gain)(15,775)5,732(15,775)5,732

Stock exchange fees56,69049,10556,69049,105

Other104,725134,98592,562119,777

Total administration expenses763,892970,145751,729946,074

4. FINANCE COSTS

Group

Mar 2021

NZ$

Group

Mar 2020

NZ$

Parent

Mar 2021

NZ$

Parent

Mar 2020

NZ$

Interest and finance charges paid on lease liabilities1,483-1,483-

Total operating income1,483-1,483-

5. DIRECTOR AND EMPLOYEE REMUNERATION

Director remuneration2021

NZ$

2020

Restated**

NZ$

MG Hill (Executive Director)*288,000306,000

C Nader 40,00042,500

A V Haworth13,33334,000

M R Stevens 32,00034,000

*Of which $37,440 (2020: $39,780) 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.

**Please refer to note 25 for further details on the prior period restatement.

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

A V Haworth resigned as Director effective 1 September 2020.

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 $50,083. The remuneration included Kiwisaver

contributions of $495. The employee resigned in May 2020.

6. TAXATION

Group

2021

NZ$

Group

Restated

2020

NZ$

Parent

2021

NZ$

Parent

Restated

2020

NZ$

Operating loss before taxation

(517,657)(3,687,947)(505,494)(906,563)

Prima facie income tax at 28%

(144,944)(1,032,625)(141,538)(253,838)

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

Non- Deductible Legal Fees Adjustment-6,612-6,612

Non- Deductible Entertainment Adjustment155158155158

Other Non-Deductible Expenses

-14,419-14,419

Tax losses not recognised

(144,789)(1,011,436)(141,383)(232,649)

Temporary differences not recognised

-(600)-(600)

Income tax expense/(benefit) not recognised(144,789)(1,012,036)(141,383)(233,249)

NOTES TO THE FINANCIAL STATEMENTS

For year ended 31 March 2021

NEW TALISMAN GOLD
ANNUAL REPORT 2021

20

NOTES TO THE FINANCIAL STATEMENTS

For year ended 31 March 2021

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

The parent company has the following estimated taxation losses available:

(a) mining losses to offset against future mining income of NZ$10,911,653 (2020: NZ$10,902,295) and

(b) non-mining taxation losses of NZ$18,564,463 (2020: NZ$18,082,741).

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 $559 (2020: $3,087).

7. SEGMENT INFORMATION

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

8. EQUITY & RESERVES

EquityGroup

2021

NZ$

Group

2020 Restated

NZ$

Parent

2021

NZ$

Parent

2020 Restated

NZ$

Share capital38,216,37138,216,37138,216,37138,216,371

Accumulated deficit(22,768,191)(22,250,534)(22,690,653)(22,185,159)

Total parent shareholder equity15,448,18015,965,83715,525,71816,031,212

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

2021

NZ$

Group

2020 Restated

NZ$

Parent

2021

NZ$

Parent

2020 Restated

NZ$

Balance at beginning of year(22,250,534)(18,562,587)(22,185,159)(21,278,596)

Net loss attributable to shareholders (517,658)(3,687,947)(505,494)(906,563)

Other Comprehensive Income----

Transfer of Reserves ----

Balance at end of year(22,768,191)(22,250,534)(22,690,653)(22,185,159)

Share capital Group and Parent

Ordinary shares

2021

Number

2020

Number

2021

NZ$

2020

NZ$

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

Shares Issued100,041,038527,681,022-3,625,522

Transfer from Reserves----

Balance at end of year2,792,225,3632,692,184,32538,216,37138,216,371

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. (2020: 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

2021

Number

2020

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.

ANNUAL REPORT 2021NEW TALISMAN GOLD
21

NOTES TO THE FINANCIAL STATEMENTS

For year ended 31 March 2021

Unlisted Options Group and Parent

Options issued to employees:2021 Number 2020 Number

Opening Balance of options on issue-1,250,000

Unlisted options cancelled during period-1,250,000

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

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

New Talisman Gold Mines Limited issued 100,041,038 ordinary shares during the period by way of loyalty shares as part of the July 2020

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 were issued for nil additional consideration.

9. RELATED PARTY TRANSACTIONS

Payments for consulting services to companies in which directors and major shareholders have a substantial interest amounted to

NZ$338,499 (2020:NZ$328,629). At balance date, creditors included NZ$48,394 payable to directors and other related companies

(2020:NZ$Nil). Related party debtors totalled $3,972 at balance date (2020:NZ$2,194) and no related party debts were written off during

the year.

10. PROPERTY, PLANT & EQUIPMENT

Group and Parent

Fixtures &

fittings

NZ$

Office

equipment

NZ$

Field

equipment

NZ$

Motor

Vehicles

NZ$

Total

NZ$

Year ended 31 March 2020

Carrying amount 1 April 201926512,637233,66413,395259,961

Additions-4,169-15,00019,169

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

Carrying amount1403,683205,01918,579227,421

31 March 2020

Cost1,26051,547262,87844,655360,340

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

Carrying amount1403,683205,01918,579227,421

Year ended 31 March 2021

Carrying amount 1 April 20201403,683205,01918,579227,421

Disposals---(4,349)(4,349)

Depreciation(95)(1,622)(28,243)(1,724)(31,684)

Carrying amount452,061176,77612,506191,388

31 March 2021

Cost1,26051,547262,87844,655360,340

Depreciation(1,215)(49,486)(86,102)(32,149)(168,952)

Carrying amount452,061176,77612,506191,388


ASSETS UNDER CONSTRUCTION

Group & Parent

Talisman mine development20212020

NZ$NZ$

Balance at beginning of year13,149,90112,034,575

Development expenditure549,7871,109,327

Balance at end of year13,699,68813,143,901

NEW TALISMAN GOLD
ANNUAL REPORT 2021

22

22

NOTES TO THE FINANCIAL STATEMENTS

For year ended 31 March 2020

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 (2020: $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.

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.

RIGHT OF USE ASSETS

The company has recognised a right of use asset for the lease of the premises situated at 547 Parnell Road, Auckland. The Group had

entered into a lease agreement on 6 October 2020 for a lease term of three years. The Group had previously held a short term lease

agreement for its previous premises situated at 541 Parnell Road, Auckland, hence no right of use asset for these premises were previously

recorded.

Movements in right of use assets are summarised below: Group Parent

2021

NZ$

2020

NZ$

2021

NZ$

2020

NZ$

Balance at beginning of year----

Additions74,624-74,624-

Depreciation Charge(10,085)-(10,085)-

Balance at end of year

64,539-64,539-


11. INTANGIBLE EXPLORATION ASSETS

Group Parent

2021

NZ$

2020

NZ$

2021

NZ$

2020

NZ$

Prospecting costs

Balance at beginning of year11,6372,760,95010,57510,575

Development expenditure -8,000--

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

Balance at end of year

11,63711,63710,57510,575


Group Parent

2021

NZ$

2020

NZ$

2021

NZ$

2020

NZ$

Gross prospecting costs

Gross cost of current permit

11,63711,63710,57510,575

Balance at end of year11,63711,63710,57510,575

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) - After consultation with NZPAM, the Group was encouraged to:

• apply for a change of conditions of this permit, and

• apply for an extension of land to the Talisman 51326 permit.

The Group continues to have land access agreements in place with private landholders related to the permit area. Given the complexities

and uncertainty related to Rahu, the Group prescribes no value in the balance sheet to this permit.

12. SHARE INVESTMENTS

Group

2021

NZ$

Group

2020

NZ$

Parent

2021

NZ$

Parent

2020

NZ$

Investment in listed companies – at fair value21,3565,58121,1465,371

Unlisted options to acquire – at cost value109,348-109,348-

Vanuatu Project Costs55,124-55,124-

Total share investments

185,8285,581185,6185,371

ANNUAL REPORT 2021NEW TALISMAN GOLD
23

Investment in listed companies includes the investment in American Rare Earths Limited.

Unlisted shares are held for the long term. As announced by the company on 27 January 2021, the company has acquired an option to

purchase Broken Hills Historic Mine Limited subject to due diligence. As at balance date the option remains unexercised.

13. SUBSIDIARY COMPANIES

Percent held Incorp Balance Activity

2021 2020 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.

14. 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 deposits0.55-2.25%105,000105,000

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.

15. RECONCILIATION OF OPERATING CASHFLOW AND REPORTED DEFICIT

GroupParent

2021

NZ$

2020

NZ$

2021

NZ$

2020

NZ$

Net profit/(deficit) after taxation

(517,657)(3,713,873)(505,494)(932,489)

Add non-cash items:

Depreciation41,76951,70841,76951,708

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

Loss on disposal of property, plant & equipment3,044-3,044-

Share revaluation (gain)/loss(15,775)5,732(15,775)5,732

Exchange (gain)/loss

(13,177)4,673(13,177)4,673

15,8612,819,42615,86162,113

Add (less) movement in working capital:

Decrease (increase) in debtors748(88)7484,076

Increase (decrease) in creditors 59,992(331,292)59,992(331,292)

Increase (decrease) in employee benefits (18,240)-(18,240)-

Decrease (increase) in accrued income-5,365-5,365

Decrease (increase) in Stock on Hand(244,745)(35,048)(244,745)(35,048)

Decrease (increase) in Development WC----

Decrease (increase) in prepayments5,447(43,564)5,447(43,564)

Decrease (increase) in intercompany loans--(9,163)(36,235)

Decrease (increase) in GST

2,52666,782(474)66,782

50,473(337,845)38,310(369,916)

Net cash outflows from operating activities(696,068)(1,232,292)(696,068)(1,240,292)

NOTES TO THE FINANCIAL STATEMENTS

For year ended 31 March 2021

NEW TALISMAN GOLD
ANNUAL REPORT 2021

24

24

NOTES TO THE FINANCIAL STATEMENTS

For year ended 31 March 2021

16. COMMITMENTS

The group has capital commitments of NZ$Nil (2020:Nil).

17. CONTINGENT LIABILITIES

Group and Parent

Mar 2021

NZ$

Mar 2020

NZ$

Contingent liabilities--

18. NET TANGIBLE ASSETS PER SECURITY Group and Parent

Mar 2021

NZ$

Mar 2020

NZ$

Net tangible assets

Net tangible assets per security

15,568,058

0.56 cent

15,931,398

0.59 cent

19. 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.

20. EARNINGS PER SHARE

Group

Mar 2021

Group

Mar 2020

Parent

Mar 2021

Parent

Mar 2020

Profit/(loss) from continuing operations

Weighted average number shares

(516,174)

2,765,090,944

(3,710,748)

2,495,247,337

(505,494)

2,765,090,944

(929,365)

2,495,247,337

Basic earnings per share

Diluted average shares on issue

(0.03) cent

2,782,127,328

(0.15) cent

2,512,283,721

(0.02) cent

2,782,127,328

(0.04) cent

2,512,283,721

Diluted earnings per share(0.03) cent(0.15) cent(0.02) cent(0.04) cent

Weighted average number shares

Weighted average number options

2,765,090,944

17,036,384

2,495,247,337

17,036,384

2,765,090,944

17,036,384

2,495,247,337

17,036,384

Diluted average share on issue2,782,127,3282,512,283,7212,782,127,3282,512,283,721

21. PAYABLES

Group

Mar 2021

NZ$

Group

Mar 2020

NZ$

Parent

Mar 2021

NZ$

Parent

Mar 2020

NZ$

Trade payables112,25328,972112,25328,972

Audit Accrual20,32417,61320,32417,613

132,57746,585132,57746,585

Trade Payables

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

22. EMPLOYEE BENEFITS

Group

Mar 2021

NZ$

Group

Mar 2020

NZ$

Parent

Mar 2021

NZ$

Parent

Mar 2020

NZ$

Balance at beginning of year18,24019,99718,24019,997

Additional provision----

Amount utilised(18,240)(1,757)(18,240)(1,757)

Balance at end of year-18,240-18,240

Employee benefits accrued comprise holiday pay.

ANNUAL REPORT 2021NEW TALISMAN GOLD
25

23. LEASE LIABIITIES

Lease commitments under non-cancellable operating leases:

Group

Mar 2021

NZ$

Group

Mar 2020

NZ$

Parent

Mar 2021

NZ$

Parent

Mar 2020

NZ$

Balance at beginning of year----

Leases entered into during the year74,624-74,624-

Interest Expense1,483-1,483-

Principal repayments(10,661)-(10,661)-

Balance at end of year65,446-65,446-

Short term lease liabilities24,141-24,141-

Long term lease liabilities41,305-41,305-

65,446-65,446-

23. RECEIVABLES AND PREPAYMENTS

Group

Mar 2021

NZ$

Group

Mar 2020

NZ$

Parent

Mar 2021

NZ$

Parent

Mar 2020

NZ$

Sundry receivables338,98797,516341,98797,516

Prepayments75,65681,10375,65681,103

Intercompany advances--75,81066,647

414,643178,619493,453245,266

Trade Receivables

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

24. PRIOR PERIOD ADJUSTMENT

In preparation of the 2021 financial statements, a prior period error was identified relating to an overstatement in the Director Fees due

to the miscalculation of New Zealand Goods and Service Tax on the payment to Mr C Nader who is an Australian based tax resident.

The impact on the financial statements has been that Mr C Nader’s director remuneration was overstated by $25,926. The 2020

comparatives for both the Group and the Parent have been restated to correct and reduce Mr C Nader’s Director Fees by $25,926 (and

therefore the total Directors fees were down to $110,500).

In addition, the total Directors fees were corrected down to $416,500 from $442,426.

No other prior period adjustments have been made.

25. SIGNIFICANT EVENTS SINCE BALANCE DATE

Subsequent to year end, the company sent one tonne of Talisman ore to a testing facility run by NZ Institute for Minerals to Materials

Research (NZIMMR) for processing and metallurgical assessment to inform the company’s planning in relation to the optimal processing

route and plant configuration. The company’s officers have visited the testing facilities at NZIMMR and discussions are underway to form

a joint entity to assist the company with processing and refining of ore.

NOTES TO THE FINANCIAL STATEMENTS

For year ended 31 March 2021

NEW TALISMAN GOLD
ANNUAL REPORT 2021

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 2021:

DirectorRelevant interest in Ordinary SharesRelevant Interest in Unlisted Options

M G Hill42,190,903136,364

M Stevens60,0000

C Nader00

TOP 20 OPTION HOLDERS as of 18 JUNE 2021

RankNameUnits% of

Units

1.COSMO BRYAN BOREHAM1,000,0005.87

2.CHARLES PLEWINSKI

383,6362.25

3.RALPH MANNO & CHRISTINE ANNE D’AHREMBRG

356,3642.09

4.KA FU TSE

287,0641.69

5.MURRAY LAWRENCE CAMERON

286,3641.68

6.STEPHEN BAGGETT

254,5451.49

7.WARWICK JOHN LANGE

216,0901.27

8.MICHAEL MCGOWAN

200,0001.17

9.CITICORP NOMINEES PTY LIMITED

181,8181.07

10.ALAENA THERESA WILLIAMS

136,3640.80

11.ANDREW WARREN MCLAUGHLIN

136,3640.80

12.BART KLUMPERS & MARYKE CORNELIA KLUMPERS

136,3640.80

13.BEAZER INVESTMENT LIMITED

136,3640.80

14.BENJAMIN PETER WOOLLCOMBE

136,3640.80

15.BOON SIN LIEW

136,3640.80

16.BOYI WEI

136,3640.80

17.BRUCE JEFFREY DALTON & KAREN JOY DALTON

136,3640.80

18.CHI HUA CHEN

136,3640.80

19.CHRISTOPHER DAVID ENGLISH & JACQUELINE ENGLISH

136,3640.80

20.CHRISTOPHER JOHN POSTLEWAIGHT136,3640.80

Total top 20 holders of 30/09/2022 Aud $0.05 Options4,665,88527.39

Total listed options17,036,384

ANNUAL REPORT 2021NEW TALISMAN GOLD
27

HOLDING RANGEOrdinary Shares as of 18 June 2021

RangeTotal holdersShares Held% of Issued Capital

1 - 1,00010512,9300.00

1,001 - 5,000216625,0450.02

5,001 - 10,000144914,9120.03

10,001 - 100,00097537,618,1871.35

100,001 – 500,000832179,922,3936.44

500,000 Over6752,573,131,89692.15

Total2,9472,792,225,363100.00

TOP 20 ORDINARY SHAREHOLDERS as of 18 June 2021

RankNameUnits% of Units

1.HAMISH EDWARD ELLIOT BROWN350,000,00012.53

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

ACCOUNT>

206,505,2507.40

3.BEVERLEY IDA EVANS96,000,0003.44

4.JOHN KILDARE UPPERTON91,466,4663.28

5.RA KOURA LIMITED49,424,2071.77

6.MATTHEW GEOFFREY HILL42,190,9031.54

7.CHRISTOPHER DAVID ENGLISH + JACQUELINE ENGLISH

<KRINGLES SUPER FUND A/C>

35,758,9101.28

8.HILL FAMILY GROUP PTY LIMITED28,096,5071.01

9.THOMAS HERBERT TEBBS GOTHORP25,500,8740.91

10.ROBERT MARSHALL WALSHAM + RACHEL SANDRA WALSHAM

<R & R WALSHAM FAMILY A/C>

22,906,0000.82

11.RONALD JOHN SCOTT22,000,0000.79

12.CHI HUA CHEN21,982,7420.79

13.PETER WILLIAM HALL21,000,0000.75

14.CHUNHANG LI20,000,0000.72

15.HOI YEE JULIE TSE19,554,4670.70

16.CHUNG KAN CHOW19,455,9130.70

17.ALLAN MICHAEL NOBILO + LYNNE NOBILO18,953,5870.68

18.RUSSELL BARRY JAMES18,824,1570.67

19.WILLIAM GEOFFREY KROON18,462,7070.66

20.ACEMAC PTY LIMITED<MAC SUPER A/C>17,299,1780.62

Total Top 20 holders of Ordinary Shares1,145,382,06841.02

Total issued Capital2,792,225,363

NEW TALISMAN GOLD
ANNUAL REPORT 2021

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 2020/2021 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 2021.

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 2021NEW 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 2.1.1 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 and Murray Stevens. Murray Stevens is an

independent director as while he provides consultancy services to

the company from time to time, the nature and extent of those

consultancy services are not material. 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 Directors300%

Consultants4375%

TOTAL*7343%

* 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: Charbel

Nader(Chair), Matthew Hill 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 Stevens has significant

experience in mineral exploration, development and valuation

at senior advisory level, Mr Nader has gained significant financial

experience from his background in investment banking and

corporate finance.

CORPORATE GOVERNANCE

NEW TALISMAN GOLD
ANNUAL REPORT 2021

30

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, Murray Stevens 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, 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/ConsultantBoardAudit

M Hill9/92/2

M Stevens9/92/2

C Nader9/92/2

T Haworth*4/91/2

*T Haworth directorship ceased effective 1 September 2020

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 2020/2021

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.

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

CORPORATE GOVERNANCE

ANNUAL REPORT 2021NEW TALISMAN GOLD
31

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

www.newtalisman.co.nz
COMPANY DIRECTORY

DIRECTORS

Charbel Nader (Chairman, Independent)

Murray R Stevens (Director)

Matthew G Hill (Chief Executive Officer)

COMPANY SECRETARY

S Jane Bell

REGISTERED (HEAD) OFFICE

547 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

MinterEllisonRuddWatts Auckland

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.