2021 Notice of Annual Meeting and Proxy Form

100451651/8825867.2
NEW TALISMAN GOLD MINES LIMITED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
New Talisman Gold Mines Limited (“NTL” or the “Company”) advises that its Annual
Meeting of Shareholders will be held on a virtual basis on Wednesday 29 September
2021 commencing at 1.00 pm
Details of how to participate in the Annual Meeting virtually (including as to viewing
presentations, asking questions and voting) are described in this Notice of Meeting.
The business of the Annual Meeting of Shareholders will be:
ITEM A - PRESENTATIONS
(a) The Chairman’s address to shareholders.
(b) To receive and consider the Annual Report including the Financial Statements and the
Auditor’s Report for the year ended 31 March 20 21.
ITEM B – RESOLUTIONS
To consider and, if thought fit, pass the following ordinary resolutions of the Company:

1. Director Election: Kelly Wyse*
To elect Kelly Wyse, who was recently appointed as an additional Director of the Company
by the Board.
2. Director Election: Victor Rabone*
To elect Victor Rabone, who was recently appointed as an additional Director of the
Company by the Board.
*Kelly Wyse and Victor Rabone are existing Directors recently appointed by the board. They
are endorsed by the Board and the Company for election by shareholders. They were invited
onto the Board to broaden and diversify the Board’s skills. Kelly Wise is an “independent
director” under the NZX Listing Rules. Victor Rabone is not independent.

3. Director Election: John Upperton##
To elect John Upperton, who has been nominated by a shareholder for election as a
Director of the Company.
## The Board does not recommend that Mr Upperton be elected to the Board of Directors. Mr
Upperton may be an “independent director” for the purposes of the NZX Listing Rules, if
elected, depending on the extent of his association, including in concert conduct, with other
shareholders (which has not, at the date of this notice, been disclosed to the Company).

4. Auditor Remuneration
To authorise the Directors to fix the remuneration of the Company’s auditor, Scott
Bennison of KS Black & Co.
Further Information
The Explanatory Notes accompanying this Notice of Annual Meeting of Shareholders are
incorporated in, and comprise part of, this Notice of Annual Meeting of Shareholders.
Virtual Webcast meeting
Shareholders can only participate in the annual meeting virtually through our online webcast,
further details of how to participate are described at the back of this notice. To participate,
shareholders will need their CSN or securityholder number which can be found on their
Voting/Proxy Form. Shareholders will be able to view presentations, ask questions and cast
their vote from their own computers, mobiles or similar devices.
Proxies and representatives
You may exercise your right to vote at the meeting either by being present at the virtual
meeting or by appointing a proxy to attend and vote in your place. A proxy need not be a
shareholder of the Company. A body corporate shareholder may appoint a representative to
attend the meeting on its behalf.

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A proxy form is enclosed with this Notice of Annual Meeting of Shareholders. If you wish to
vote by proxy you must complete the form and produce it to the Company’s Share Registrar,
Computershare Investor Services Ltd, either by mailing to Computershare Investor Services
Ltd, Private Bag 92119, Auckland 1142 New Zealand, or lodge your proxy appointment online
at www.investorvote.co.nz
(in each case), so as to be received no later than 48 hours before
the meeting is due to begin 1pm on Monday 27th September 2021.
If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or
your named proxy does not attend the meeting, the Chairman of the meeting will be your
proxy and will vote in accordance with your express direction.
A proxy will vote as directed in the proxy form or, if voting is left to the proxy’s discretion,
then the proxy will decide how to vote on the resolutions (or on any motions from the floor
moved at the meeting). The Chairman and other directors intend to vote any discretionary
proxies in favour of the resolutions.
By order of the Board


Jane Bell
Company Secretary
13 September 2021

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EXPLANATORY NOTES
These Explanatory Notes have been prepared for the information of shareholders in relation to
the business to be conducted at the Company’s 2021 Annual Meeting of Shareholders.
All resolutions are ordinary resolutions and require approval of a simple majority of votes cast
at the meeting by shareholders entitled to vote and voting.

Resolution 1 – Director election
Kelly Wyse was recently appointed as as an additional Director by the Board. Under clause 27.1
of the Company’s constitution, she retires and, being eligible, offers herself for election. A brief
biography of Ms Wyse is as follows:
Kelly Wyse BCom, CPA
Kelly has extensive finance and accounting experience having worked across a wide
range of sectors and roles. Kelly is the Financial Controller at Birch and Waite Foods
(Fortitude Private Equity investment) and has also held senior finance roles at Louis
Vuitton Moët Hennessy (LVMH) Australia & New Zealand and Brownes Dairy (Archer
Capital investment).
In addition to possessing significant experience across both management and financial
accounting, Kelly also has been actively involved in M&A processes from her time with
Private Equity backed Brownes Dairy and Birch and Waite Foods.
Kelly holds a Bachelor of Commerce, with a double major in accounting & finance from
Curtin University and is a certified practising accountant through CPA Australia.
The Board unanimously recommends that shareholders vote in favour of Resolution 1.
Resolution 2 – Director election
Victor Rabone was recently appointed as an additional Director by the Board. Under clause 27.1
of the Company’s constitution, he retires and, being eligible, offers himself for election. A brief
biography of Mr Rabone is as follows:
Victor Rabone, BE Civil Engineering
Victor is a Geotechnical Engineer with over 20 years of operational experience in all facets
of mining gained in New Zealand and internationally. He has specialised expertise in hard
rock underground mining.
Victor’s experience includes feasibility analysis, management of operations, geotechnical
stability analysis, ground support design and installation, drill and blast tunnel
development, rail haulage system's design and installation, mineral processing, refining
and environmental management.
Victor holds a number of certifications required to manage a hard rock underground gold
mining operation including Controlled Substance License, Handlers Certificate for blasting,
he holds an A Grade Tunnel Manager certification and a Site Senior Executive qualification.
Victor has in recent years been dedicated fulltime to the planning and development of the
Broken Hills Gold Mine in the Puketui valley, Coromandel Peninsula .
Victor is a member of a number of professional organisations; Engineering NZ, NZ
Geomechanics Society, NZ Tunnelling Society and the Railway Technical Society of
Australasia.
Victor has had experience in the project management of a variety of construction activities
such as installation of screw piles, seismic reinforcement using stone columns, geotechnical
drilling programmes, alluvial mining operations and underground mining and tunnelling
projects.
The Board unanimously recommends that shareholders vote in favour of Resolution 2.

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Resolution 3 – Director election
John Upperton has been nominated for consideration for appointment as an additional director
under clause 26.1 of the Company’s constitution by a shareholder of the Company before the
required close-off time. Mr Upperton did not seek to engage with the Company before he was
nominated, Mr Upperton has provided the following biography and statement in support of his
nomination:
John Upperton
My name is John Kildare Upperton and I accept nomination to stand for election to the
Board of Directors of New Talisman Gold Mines Ltd. I currently hold a little more than 3%
of shares on issue.
I have a successful background in both Commercial and Residential Construction Project
Management. Alongside these projects, I have also garnered considerable experience in
aspects of the RMA and District Planning requirements, including successfully
representing myself in Environment Court.
I have 16 years’ experience as a Managing Director of a Limited Company. I have also
served on and chaired several community organisations over a 25 year period.
I have also previously held a senior management role for one of NZ's leading Manuka
Honey producers, being responsible for the negotiation and placement of bee hives
across the North Island involving more than 300 landowners.
If elected, it is my intention to bring a stronger emphasis of Delivery Targets and
Management Accountability to the Company.

The Board unanimously recommends that shareholders vote against Resolution 3.
Mr Upperton has nominated himself for the Board. The Board and Management of the Company
have found Mr Upperton to be hostile to the existing Board and Management.
His election is likely to cause disruption to the Company and will in the opinion of the Board and
Management be an impediment to the smooth and efficient functioning of the Board and
Company. Mr Upperton’s skills and qualifications do not bring to the Board any additional
benefits. The Company is not able to verify that the above Biography provided by Mr Upperton
is accurate.

Resolution 4 – Auditor Remuneration
Section 207T of the Companies Act 1993 provides that a company’s auditor is automatically
reappointed unless the shareholders resolve to appoint a replacement auditor or there is some
other reason for the auditor not to be reappointed. The Company wishes for Scott Bennison of
KS Black & Co to continue as the auditor of the Company, and Scott Bennison at KS Black & Co
has indicated his willingness to continue in office.
Section 207S of the Companies Act 1993 provides that the fees and expenses of the auditor
are to be fixed in such a manner as the Company determines at the annual shareholder
meeting. The Board proposes that, consistent with past practice, the auditor’s fees and
expenses be fixed by the Directors. The Board unanimously recommends that shareholders
vote in favour of Resolution 4.

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

Shareholders and proxyholders can watch and vote during the virtual Annual Meeting via the
online platform at: https://ntlagm2021.chimeagm.live

To do this, you will need a computer or mobile/tablet device with internet access.
Shareholders: when you log onto the online platform, you will need to provide your username
and password. Your username is your CSN/shareholder number, and your password will be
your postcode or country of residence (if outside New Zealand).
Proxyholders: log-in details will be emailed to proxyholders (in the event that the nominated
proxy holder is not the New Talisman Chairman). This is reliant on shareholders disclosing
their nominated proxy’s email address when they appoint their proxy.
More information about how to use the Annual Meeting online platform is available in the virtual
meeting online guide, which is available on our website and on page 7 in this document.
Shareholders may vote on the resolutions to be put to shareholders, by using their own
computers or mobile devices through the online participation portal. Shareholders may also
send questions in advance of the meeting via the online participation portal.


Other options for voting
If you are unable to join us at the Annual Meeting, we encourage you to appoint a proxy to
attend and vote on your behalf. If you direct your proxy how to vote, your votes will be cast at
the meeting in accordance with your directions.
Shareholders can appoint a proxy online at
http://www.investorvote.co.nz or by following the instructions on the proxy/voting form that
you will receive from our share registrar, Computershare. These must be submitted by no later
than 1:00pm (NZDT) on Monday 27 September 2021 to be valid.
Even if you plan to attend the virtual meeting, you are encouraged to submit a directed proxy
in advance of the meeting so that your votes can still be counted if for any reason you cannot
attend (for example, if there is an issue with your internet connection on the day of the
meeting).

How to ask questions
We strongly encourage you to submit written questions to directors and New Talisman’s
auditor (KS Black) in advance of the meeting at:
https://ntlagm2021.chimeagm.live
During the course of the meeting, we will address as many of the more frequently raised
relevant questions received before 1:00pm (NZDT) on Monday 27 September 2021 as
possible.

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DIRECTIONS REGARDING THE MEETING
Eligibility to attend and vote
You are eligible to vote and attend the Annual Meeting if you are recognised as a shareholder
at 5.00pm (NZDT) on 24 September 2021. Transactions registered after that time will be
disregarded in determining entitlements to attend and vote at the Annual Meeting.
Registration
Your registration will be assumed if our system logs you as present. We will identify
shareholders registered as attending the Annual Meeting using your unique CSN/shareholder
number, which you will use as your username to gain access.
You can assess our online Annual Meeting portal from the date of this notice of meeting;
however the voting function will only be accessible once the Annual Meeting commences.

How to Vote
Live voting online during the Annual Meeting
To vote in person, please attend the Annual Meeting on the date, time and via the online
virtual link set out above in the notice. You will be able to vote for, against or abstain on each
item via the online platform.

Appointing a proxy
You can appoint a proxy to attend and vote on your behalf as an alternative to attending the
meeting.
You may appoint a proxy either online at www.investorvote.co.nz or by completing and
submitting your voting/proxy form which is enclosed at the back of this document, where full
details are disclosed on how to appoint a proxy. Your proxy submission must be received no
later than 1:00pm (NZDT) on 27 September 2021.
A proxy need not be a shareholder, and may be an individual or a company. If you are a
shareholder entitled to cast two or more votes, you may appoint up to two proxies. If you
appoint two proxies, you will need to submit two voting/proxy forms. You may specify the
proportion or number of votes each proxy is appointed to exercise; if this is not specified, each
proxy may exercise half of the votes disregarding fractions.
Any instrument of proxy deposited or received by the Company in which the name of the
appointee is not filled in shall be deemed to be given in the favour of the Chairman.
Submitting your voting/proxy form
Your submission must be received by no later than 1:00pm (NZDT) on 27 September 2021.
You can appoint your proxy:
Online: www.investorvote.co.nz

By mail:
Computershare Investor Services Limited Private Bag 92119
Auckland 1142
New Zealand

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VIRTUAL MEETING ONLINE GUIDE
Getting started
• Please make sure your browser is up to date on your smartphone, tablet or
computer. Chime Live works with all major browsers.
• The New Talisman Gold Mines Limited virtual Annual Meeting (New Talisman
AGM) will be available at https://ntlagm2021.chimeagm.live

• The New Talisman Annual Meeting online portal will be available for shareholders
to log in and familiarise themselves with the website, and submit questions for
directors and New Talisman’s auditor KS Black, from the date the notice of
meeting is released.

Logging in

• You will need to enter in two identifying factors to gain entry to the New
Talisman Gold Mines Ltd Annual Meeting online portal.
• The first is your log-in name, which is your CSN/security holder number which
was assigned to you when you became a shareholder of New Talisman by our
share registrar, Computershare. Your CSN/security holder number will be on
communications sent to you by Computershare with regard to your
shareholding.
• The second is a password. This will be your postcode or country of residence (if
outside New Zealand).
• If you opt to appoint a proxy and the proxy is not the New Talisman Chairman,
you will need to provide your proxy’s email address so that we can email your
proxy their log-in details. The email address can be provided via the same
channels that you appoint a proxy, which will be detailed on your voting/proxy
form. Cut-off times apply for appointing a proxy which are also detailed on this
form.
Home page
• Click the start button on the home page, you can navigate the New Talisman
AGM platform via the menu located on the left-hand side of the page.
• If you would prefer a different language, please select in the top right corner.

Voting
• The online voting function will open once the Annual Meeting goes live, which is
1:00pm New Zealand daylight savings time on Wednesday 29 September 2021.
The voting function will close on the cessation of the meeting by the Chairman.
• Each resolution to be voted on is listed in order and you can select from three
voting options: In Favour, Against or Abstain.
• To vote, you need to click on one of the voting options buttons. The button of
the option selected will change colour and a small lock icon will appear in the
bottom right-hand corner.
• Up until the Chairman closes the poll, you may change their vote, by clicking
on the lock icon of their previous choice and then selecting their preferred
option.
• Final voting results will be released on our website once the New Talisman AGM
has ended and all votes have been counted.

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Questions
• We strongly encourage you to submit questions for directors or auditors KS
Black via the New Talisman AGM online portal in advance of the meeting. During
the course of the meeting, we will address as many of the more frequently
raised relevant questions received before 1:00pm (NZDT) on 27 September
2021 as possible.
• Once in the online portal, you can submit your questions either via the menu tab
or the chat box at the bottom left-hand side of the page. Only you will be able to
view your questions submitted.

Live streaming of the Annual Meeting
• The format of New Talisman’s virtual Annual Meeting will be audio with a shared
screen.
• To access the live audio stream, you can click on the video camera icon located
at the top right-hand side of the page.
• The live stream will start 1:00pm New Zealand daylight savings time on
Wednesday 29 September 2021.

Troubleshooting
• We encourage you to access the online portal before the Annual Meeting.
• If you have any technical or log-in issues please contact
Virtual_Events_Questions@encore-anzpac.com

VIRTUAL MEETING
On account of the global Covid-19 pandemic, the Company will again hold a virtual Annual Meeting. All shareholders will have the
opportunity to attend and participate in the 2021 Annual Meeting online via an internet connection (using a computer, laptop, tablet
or smartphone). The virtual meeting will be accessible on both desktop and mobile devices. You will need your CSN/Securityholder Number
as username and postcode or country of residence (if outside New Zealand) as password to securely access the online meeting at
https://ntlagm2021.chimeagm.live. Please refer to the Notice of Meeting that accompanies this Proxy/Voting Form for further details.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
At least one joint security holder should sign this form (on behalf of all joint
security holders). If different joint security holders purport to appoint different
proxies, the vote of the proxy appointed by the first named joint security holder
will prevail.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director, authorised signatory or attorney.
Please sign in the appropriate place and indicate the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.
How to Vote on Items of Business
All your securities will be voted in accordance with your directions..
Appointment of Proxy
If you do not plan to attend the virtual meeting, you may appoint a proxy. The
Chairman of the meeting, or any other director, is willing to act as proxy for any
shareholder who wishes to appoint him or her for that purpose. To do this, enter
‘the Chairman’ or the name of your proxy in the space allocated in ‘Step 1’of
this form. Alternatively you can appoint a proxy online at www.investorvote.co.nz.
The Chairman and other directors intend to vote any discretionary proxies in
favour of the resolutions. If, in appointing a proxy, you have inadvertently not
named someone to be your proxy (on the enclosed proxy form), or your named
proxy does not attend the virtual meeting, the Chairman of the meeting will be your
proxy and will vote in accordance with your express direction.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote as they choose. If you
mark more than one box on an item your vote will be invalid on that item.
Attending the Meeting
Attendance and participation will be through a live webcast, accessed through an
internet connected computer, tablet, smartphone or similar device. Please refer
to the Notice of Meeting that accompanies this Voting and Proxy Form, for further
instructions.
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Proxy/Voting Form
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Turn over to complete the form to vote
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 1.00pm Monday 27 September 2021.

If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and
email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
I/We being a shareholder/s of New Talisman Gold Mines Limited
Items of Business - Voting Instructions
STEP 2
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be
counted in computing the required majority. If you return this form without directing the proxy how to vote on any particular matter, the proxy will
vote as he or she thinks fit.
Signature of Securityholder(s) This section must be completed.
SIGN
Individual/Authorised officer or attorneyIndividual/Authorised officer or attorneyIndividual/Authorised officer or attorney
Securityholder 1Securityholder 2 (if applicable)Securityholder 3 (if applicable)
Contact Name Contact Daytime Telephone Date
Ordinary Business
Resolution 1.

To elect Kelly Wyse, who was recently appointed as an additional Director of the Company by the board.
Endorsed by the Board
Resolution 2.
To elect Victor Rabone, who was recently appointed as an additional Director of the Company by the board.
Endorsed by the Board
Resolution 3.
To elect John Upperton, who has been nominated as a Director of the Company by a shareholder.
Not recommended by the Board
Resolution 4.
To authorise the Directors to fix the remuneration of the Company’s auditor, Scott Bennison of KS Black & Co.
ForAgainst
Abstain
Proxy
Discretion
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the virtual Annual Meeting of Shareholders
of New Talisman Gold Mines Limited to be held on Wednesday 29 September 2021 at 1.00pm and at any adjournment of that meeting.
Shareholders can still attend the meeting electronically, even if they have appointed a proxy (although they
will not be able to vote if a proxy has been appointed).