NTL Quarterly Activities Report to 30 Sept 2021

1

New Talisman Gold Mines
Limited

Responsible,
Environmentally
Sustainable Mining

ASX/NZX Code NTL
______________________

Commodity Exposure
GOLD and SILVER


Board

John Upperton Chairman/Independent Director
Calum McKenzie Independent Director
Victor Rabone Non-Executive Director
Jane Bell Company Secretary


Capital Structure
Ordinary Shares at 30/09/2021 3,207m



Share Price
Share Price at 28/10//2021 (NZX) 0.3cps
Share Price at 28/10//2021 (ASX) 0.2cps



New Talisman Gold Mines Limited

Address 547 Parnell Rd, Parnell,
Auckland
Phone +64 09 303 1893
Website www.newtalisman.co.nz

Email info@newtalisman.co.nz

Market Announcement
For Immediate Release
New Talisman Gold Mines Limited (NTL) is pleased to present a report
on activities for the quarter ended 30 September 2021

HIGHLIGHTS
• Vanuatu Transaction Complete
• Shareholders send message at ASM
• Broken Hill Deal Signed Off
• A$670k Placement Made
• Board Changes
Activities in the Quarter ended 30 September 2021 focused primarily around
completion of acquisitions and corporate administrative matters. Activities
at the Talisman mine were put on hold while focus was applied to
preparations for a Capital Raise to fund ongoing activities.
In July the Company announced it had completed the acquisition of
Canterbury Resources Ltd's Vanuatu assets. The New Talisman technical
team recognized the close similarities of Vanuatu gold mineralisation and
geological setting to that of New Zealand’s Hauraki gold deposits which hosts
world class deposits such as the Talisman and Martha Hill deposits in Waihi
and the Thames Bonanza gold deposits. Please see market announcement
released on 6 July, 2021 www.nzx.com/announcements/375147
. During the
Quarter the renewal of the Prospecting License 1851 in Vanuatu was lodged
with the relevant authorities in Vanuatu. It is understood at this stage that
renewal has been agreed in principle and the Company expects to receive
formal confirmation of the renewal in coming days.
At the end of July the Company announced a SPP Capital Raising see market
announcement https://www.nzx.com/announcements/376493
. The SPP
Capital Raising was subsequently replaced by a Renounceable Rights Issue at
NZ$0.002 or AU$0.002 per new share, please refer to the announcement
dated 20 September 2021.
https://www.nzx.com/announcements/379423 .
Subsequent to the end of the quarter this Rights Issue was terminated.
Further discussion on the reasons for termination of that issue are outlined
under post quarter events later in this update.
Towards the end of the quarter NTL concluded a private placement of
AU$670,000 for 335,000,000 ordinary shares on the same terms as the then
upcoming Rights Issue. Please see market announcement released 14
September 2021 https://www.nzx.com/announcements/379090
.
On 27 September the Company announced the acquisition of Broken Hill
Historic Gold Mine Ltd that was conditional upon the Crown Licence being
successfully transferred. https://www.nzx.com/announcements/379875


Quarterly Activities Report to 30 September 2021

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Much of the quarter was occupied with preparing documentation for the Acquisition of Broken Hill
and the Rights Issue. There were also responses required to numerous queries from NZX following
shareholder enquiries of them which resulted in a clarification notice being issued by the Company on
26 August 2021 https://www.nzx.com/announcements/377962

The Annual meeting of Shareholders (ASM) was held as a Virtual event at the end of September. The
shareholders gave clear direction to the Company in voting majority support of non-binding motions
from the floor to remove then Chair Charbel Nader and the Executive Director Matthew Hill from the
Board.
Prior to the ASM two new Directors were appointed to the Talisman Board to fill gaps in mining and
financial expertise. Ms Kelly Wyse and Mr Victor Rabone were appointed on 13 September 2021, these
appointments needed to be confirmed at the ASM. The Notice of Meeting for the ASM carried
recommendations from the Board to confirm the new directors and to oppose the nomination of
shareholder John Upperton. The ASM saw shareholders reject the Board's recommendation to
confirm Ms Wyse and also to reject the Board recommendation to oppose Mr Upperton, who was
elected to the Board. Mr Rabone was confirmed with a strong mandate. As earlier mentioned the non-
binding motions from the floor to remove Directors Nader and Hill sent a further strong message of
disapproval as to the performance level of the Board and as to who shareholders deemed responsible.
Post Quarter Activity
Board member Mr Murray Stevens resigned on the evening of 6th October and fortunately remains
available to the company on a consultative basis. Mr Stevens has indeed already assisted with matters
in Vanuatu, and continues to assess production records from the Broken Hill mine. The ability to access
Mr Stevens depth of knowledge of the Talisman mine is welcomed by the Company.
On 7
th
October a trading halt was put in place and an urgent Board meeting was convened, after
concerns were raised by the NZX on a number of matters put to it by Mr Upperton. It was clear at
that meeting that there was divergence of opinion as to the appropriate strategic direction for the
Company. Following the meeting, on the 8th October, the Company made the following
announcement:
“The Board met on 7 October for a lengthy discussion on these and other matters and reached the
conclusion that the reconstituted Board are no longer confident that the strategy outlined in the Rights
Offer document can be fulfilled in a timely manner, as was anticipated by the previous Board. The
Company has therefore decided to withdraw the Rights Offer until such time as a clear and united path
forward can be found at which point it can revisit its capital requirements and any capital raising
plans.”
Full text of the announcement made 8 October 2021 may be found on the following link
https://www.nzx.com/announcements/380598

Later on October 8, 2021 Mr Nader resigned from the Board effective immediately, followed later that
afternoon by Matthew Hill resigning his position as Director.
Company Secretary Ms Jane Bell also resigned at that point, but remained in a capacity to assist until

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a replacement could be found. The Company is pleased to announce that Ms Bell has reconsidered
her decision and entered an agreement this week to remain as Company Secretary on a part time
contract.
The Director resignations received in such short order instigated the need for immediate action on
appointment of Directors to satisfy NZX listing rules. Over the weekend of 9th/10th October Mr Calum
McKenzie MBA was appointed to the Board in an interim capacity to stabilise the Company. The Board
is indebted to Calum for stepping up and assisting the company through a turbulent time. Mr
Upperton was elected Chair. The Board also began a process of selecting suitable candidates to
broaden the skill base of the Board and hopes to be in a position to appoint two highly experienced
Directors upon completion of their due diligence.
On 13th October the Company announced it had given notice to terminate the management contract
of Asia Pacific Capital Group Ltd (APAC), whose principal Matthew Hill would be acting with reduced
delegated authority for the notice period. https://www.nzx.com/announcements/380876
.
On October 28
th
the Company received a claim of constructive dismissal from Mr Hill asserting that
Mr Hill is an employee, contrary to the contractual position between NTL and APAC agreed in March
2014. Given the position taken by APAC, NTL considered the contractual relationship had come to an
end.
Mr Hill asserts he is entitled to various employment related entitlements and compensation,
provisionally quantified at $892,000. NTL does not accept that Mr Hill has been an employee and
denies the claims. https://www.nzx.com/announcements/381747

Director Victor Rabone has been contracted on an interim basis for a three month period as
Operations manager reporting direct to the Chair, to oversee day to day requirements of the Talisman
mine.
Strategic Plan
The Chair has begun engaging with key stakeholders to reassure and maintain those relationships.
Considerable work has also gone into formulating a strategic plan for the company moving forward
under new direction and management, which once appraised and confirmed by the fully fledged Board
will be announced to the market. As previously indicated, a focus on core business will be central to
that plan.
While the events of early October were without doubt turbulent, shareholder sentiment from the
ASM has prevailed and the sought after changes have occurred, although it must be said, perhaps
more rapidly than anticipated. A clear date of demarcation in New Talisman's history was set on 9
October 2021. The new Board has set about implementing necessary change in performance and
delivery of objectives, and is determined to realise and indeed, add value to the Company, in line with
shareholder expectations of ethical and environmental standards.
Tenements
Talisman Mine – MP51326 100% New Talisman Gold Mines Limited
Capella Vanuatu – PL1851 (subject to application for renewal)