2022 Annual Report
ANNUAL REPORT 2022
www.newtalisman.co.nz
RESPONSIBLE, ENVIRONMENTALLY SUSTAINABLE MINING
NEW TALISMAN GOLD
ANNUAL REPORT 2022
2
CONTENTS
Chairman’s Report 3
Board of Directors 6
Audit Report 7
Financial Statements 13
Notes to the Financial Statements 17
Tenement Schedule 26
Additional Information 30
Corporate Governance 32
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 2022NEW TALISMAN GOLD
3
REPORT TO THE SHAREHOLDERS
OF NEW TALISMAN GOLD MINES LTD
HIGHLIGHTS
ANNUAL REPORT 2022
CHAIRMAN’S REPORT
Dear Shareholders
New Talisman’s Financial Year to 31st March 2022 saw Shareholder activism succeed at a level seldom seen in NZ, resulting in a
transformed Board of Directors and a renewed focus on bringing the company’s core asset, the Talisman gold mine, into production.
Votes for the removal of two longstanding directors at the ASM in September were carried, resulting in both directors resigning in
October and subsequently two new director appointments were made in November; they being Michael Stiassny and Samantha
Sharif.
October also saw the termination of Asia Pacific Capital’s management contract and the departure of its principal Matt Hill.
The following period was not without its distractions as the reconfigured Board dealt with a number of regulatory queries and also
reviews of transactions inherited from previous management. As a result, the Broken Hills Historic Mine purchase was cancelled
and the Board found the company to be bound to complete the Vanuatu exploration deal. While the quality of the exploration
opportunity is attractive, the timing of the latter purchase in the middle of a pandemic was less than ideal and is probably emblematic
of the reasons for the shareholder intervention.
Notwithstanding, I am of the view that the company is destined for better things. In the final quarter the Board was able to focus its
efforts on developing a new Strategic Plan for the company, which was announced to the market post period, in April.
The Directors focused on development of the Strategic Plan for the Talisman Mine and testing the underlying assumptions and
costings. The strategic plan includes:
• Recommencing underground activities at the mine, including developing the required Second Egress.
• Advancing the Mystery Vein Drive.
• Advancing the Mystery Vein will trigger the existing 2 year Bulk Sampling Consent.
• Opening a second face on the Mystery vein once the Second Egress is complete.
• Funding the implementation of the Traffic Management Plan
• Funding the Resource Consent application for Full Mining Consent
I would like to acknowledge the support of shareholders and fellow Board members through what has been a challenging, but in my
opinion, transformational period for the company.
John Upperton
Chair, New Talisman Gold Mines Limited
NEW TALISMAN GOLD
ANNUAL REPORT 2022
4
TALISMAN MINE
Mine-site activity remained on hold throughout the year with the focus for the second half of the year on development of the
Strategic Plan for the Talisman Mine and testing the underlying assumptions and costings. This ultimately culminated in the post
period announcement of the Strategic Plan and how it is intended to be funded – refer release dated 27 April 2022 which can be
found on the following link https://www.asx.com.au/asxpdf/20220427/pdf/458bz20069nqqx.pdf
The funding proposal will be put to a shareholder vote on 29th June, a vote that is pivotal to the company’s future.
NTL’s Access Agreement with the Department of Conservation was renewed in late January 2022. The company continues to engage
with stakeholders to enable a rapid mobilisation when onsite activities are able to recommence.
TALISMAN PROCESSING PLANT
NTL continues to evaluate processing options with third parties, and has preliminary designs for its own small scale plant if required.
Surety of a processing route for Talisman ore is an essential part of the Company’s future and the Board remains focused on securing
this through existing industry capacity or if need be, commissioning a small scale plant.
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
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.
ANNUAL REPORT 2022NEW TALISMAN GOLD
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VANUATU PROJECT
In December 2021 NTL finalised the acquisition of the Vanuatu assets of Canterbury Resources Limited (ASX:CBY)
By world standards Vanuatu is extremely underexplored. Modern exploration for gold started in the mid 1980’s and with sporadic
bursts mainly in the 1990’s and briefly in the early 2000’s. Further information about this acquisition can be found on the release dated
10 December 2020 https://www.asx.com.au/asxpdf/20201210/pdf/44qts898964wsv.pdf
This acquisition represents a rare opportunity to
acquire a strategic holding in a highly prospective
part of the Pacific Rim of Fire that extends from
Japan through the Philippines, PNG, Solomons,
Vanuatu, Fiji to New Zealand and identify
opportunities for hard rock exploration and alluvial
production opportunities.
Active mines in the region include OK Tedi (17Moz),
Porgera (7 Moz), Lihir (30Moz) and Vatukoula
(11Moz), Waihi (10 Moz), Talisman (3 Moz) plus
several world class deposits slated for development
such as Wafi Golpu, PNG, (28Moz), and Namosi,
Fiji, (5.5Moz). The nearest significant deposits to
Vanuatu are the Emperor (Vatukoula) gold mine to
the east in Fiji and Gold Ridge gold deposit to the
north in the Solomon Islands.
The Board will reassess the Vanuatu prospect once
the recapitalisation of the company is complete and
the world settles to a new normal post pandemic.
CORPORATE
NZ RegCo reviewed certain matters raised by shareholders during 2021. The outcome was that NZ RegCo found that NTL breached
multiple provisions of the NZX Listing Rules, in relation to the 2019 capital raise and also in relation to subsequent events in 2021,
when the previous Board and management were in place. NZ RegCo determined, that given the changes to the Board since the
2021 ASM, an educative outcome was appropriate, rather than taking enforcement action. Accordingly NZ RegCo published a report
regarding its review, instead of referring the matter to the NZ Markets Disciplinary Tribunal.
The Company considers this is a fair result for shareholders who had already demonstrated their displeasure with the previous Board
at the 2021 ASM. The process has been time consuming for the Board. Other than dealing with the current claim by Matthew Hill, we
are pleased to now be able to concentrate our effort on looking forward.
In March 2022 Matthew Hill (former Director) filed a claim with the NZ Employment Relations Authority. Mr Hill asserted in the claim
that he is entitled to various employment related entitlements and compensation, provisionally quantified at $817,537.
NTL does not accept that Mr Hill has been an employee, continues to deny the claims and considers them to be without foundation.
Mr Hill had specifically requested a management services contract for Asia Pacific Capital Group Limited.(APC) As part of NTL’s
defense, Mr Hill has been asked to provide financial records for a number of entities APC and he were involved with whilst contracting
to NTL.
The matter is currently in mediation and New Talisman will update the market if it is concluded. Further action against Mr Hill has not
been ruled out by the Company.
Tenement Holdings
Talisman MMP 51326 100% New Talisman Gold Mines Ltd
Capella Vanuatu PL 1851
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 was a 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”.
Pacific Rim = World Class Deposits
Right Neighbourhood Right Neighbourhood
NEW TALISMAN GOLD
ANNUAL REPORT 2022
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BOARD OF DIRECTORS
Mr John Upperton
Chairman and Non-executive Director
Mr Upperton has a background in both Commercial and
Residential Construction Project Management. Alongside these
projects, Mr Upperton has garnered considerable experience in
aspects of the RMA and District Planning requirements, including
successfully representing himself in Environment Court.
Mr Upperton has 16 years’ experience as Managing Director
of a Limited Company. He has served on and chaired several
community organisations over a 25 year period.
Mr Upperton has 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.
First appointed September 29, 2021
Mr A Victor Rabone, BE(Civil Engineering)
Director
Mr Rabone 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, International Society for Rock Mechanics and Rock
Engineering 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.
First appointed September 13, 2021.
Ms Samantha Sharif, LLM (Hons), LLB (Hons), Grad
Dip CSP, CMinstD
Independent Non-executive Director
Samantha Sharif is a Professional Director with extensive
leadership experience in infrastructure, resources, safety critical
industries, as well as investment and capital markets.
Ms Sharif is an experienced Board and Board Committee Chair,
and a Chartered Member of the Institute of Directors.
Samantha has experience as a CEO and has also practised as a
senior commercial lawyer, with post-graduate legal and finance
qualifications. Current governance roles include: SIL/MFL Mutual
Funds – Director, NZ Shareholders Association – Deputy Chair,
Motor Trades Association Group – Director, Chair of Audit &
Risk Committee, Chair of Investment Committee, Museum of
Transport & Technology (MOTAT) – Director, Dept of Corrections
Audit & Risk Committee – External Member
First appointed November 1, 2021.
Michael Stiassny LLB, BCom, FCA, CFInstD
Independent Non-executive Director
Michael has over 40 years’ experience as a Chartered Accountant,
specialising in strategic advice, insolvency, and turnaround
activities.
Michael is currently Chair of Ngāti Whātua Ōrākei Whai Rawa
Limited and Tower Limited, and a director of a number of other
companies.
Michael is a Chartered Fellow of The Institute of Directors in
NZ (Inc) (CFInstD) and is also past President of the Institute of
Directors. He is a Fellow of Chartered Accountants Australia and
New Zealand (retired) and a life member of RITANZ.
First appointed November 1, 2021.
ANNUAL REPORT 2022NEW TALISMAN GOLD
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AUDITOR’S REPORT
Scott Bennison
Level 1
251 Elizabeth Street
SYDNEY NSW 2000
ABN 48 117 620 556
20 Grose Street
NORTH PARRAMATTA NSW 2151
75 Lyons Road
DRUMMOYNE NSW 2047
PO BOX 2210
NORTH PARRAMATTA
Liability limited by a scheme
approved under Professional
Standards Legislation
Phone 02 8839 3000 Fax 02 8839
3055
WWW.ksblack.com.au
INDEPENDENT AUDITOR’S REPORT
To the Members of New Talisman Gold Mines Limited
Report on the Financial Statements.
Opinion
We have audited the financial report of New Talisman Gold Mines Limited (“the company”) and its
subsidiaries (together “the group”), which comprise the consolidated balance sheet as at 31 March 2022,
and the consolidated statement of comprehensive income, consolidated statement of changes in equity
and consolidated statement of cash flows for the year then ended of the group, and the notes to the
financial statements, including a summary of significant accounting policies.
In our opinion, the financial report presents fairly, in all material respects, the financial position of the
group as at 31 March 2022 and its financial performance and cash flows for the year then ended in
accordance with New Zealand equivalents to International Financial Reporting Standards and International
Financial Reporting Standards.
This report is made solely to the company’s shareholders, as a body. Our audit has been undertaken so
that we might state to the company’s shareholders those matters we are required to state to them in
an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the company and the company’s shareholders as a body,
for our audit work, for this report, or for the opinions we have formed.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our
responsibilities under those Standards are further described in the ‘Auditor’s responsibilities for the audit
of the financial report’ section of our report.
We are independent of the group in accordance with Professional and Ethical Standard 1 (revised) Code of
Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board, and
we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion. Other than our capacity as auditor, we have no other relationship with, or interest in New
Talisman Gold Mines Limited and its subsidiaries.
NEW TALISMAN GOLD
ANNUAL REPORT 2022
8
Scott Bennison
Level 1
251 Elizabeth Street
SYDNEY NSW 2000
ABN 48 117 620 556
20 Grose Street
NORTH PARRAMATTA NSW 2151
75 Lyons Road
DRUMMOYNE NSW 2047
PO BOX 2210
NORTH PARRAMATTA
Liability limited by a scheme
approved under Professional
Standards Legislation
Phone 02 8839 3000 Fax 02 8839
3055
WWW.ksblack.com.au
Material uncertainty related to going concern
We draw attention to Note 1 in the financial statements, which indicates that the Group’s financial
statements are prepared on a going concern basis.
The Group as at 31 March 2022 has NZ$492,507 cash available and we note that the Group is
undertaking a convertible note issue to raise $NZ3.5m to allow the Group to further advance its
underground mining activities.
We note that issue of convertible notes has not been approved by shareholders and if not approved,
this may create a material uncertainty related to going concern.
Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial report for the current period. These matters were addressed in the
context of our audit of financial report as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. For each matter below, our description of how our
audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial report section of the audit report, including in relation to these matters. Accordingly, our
audit included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial statements. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying financial statements.
Key audit matter How our audit addressed the key audit matter
Impairment of Assets under
construction
Refer to note 12 (Assets under
Construction)
At 31 March 2022, the Group had
originally capitalised mining tenement
costs of NZ$13.69m. IAS 136,
‘Impairment of Assets’ requires that the
recoverable amount of an asset, or cash
Our procedures included, amongst others:
Consideration of the Group’s board paper, “Impairment
of Assets under construction” dated 15 May 2022.
We have reviewed of the Technical Valuation 2021
prepared by GEOS Mining Minerals Consultants dated 17
November 2021 having regard to the underlying
estimates, assumptions, licence requirements,
discounted cash flow (DCF) inputs, discount rate and
other risk factors.
ANNUAL REPORT 2022NEW TALISMAN GOLD
9
Scott Bennison
Level 1
251 Elizabeth Street
SYDNEY NSW 2000
ABN 48 117 620 556
20 Grose Street
NORTH PARRAMATTA NSW 2151
75 Lyons Road
DRUMMOYNE NSW 2047
PO BOX 2210
NORTH PARRAMATTA
Liability limited by a scheme
approved under Professional
Standards Legislation
Phone 02 8839 3000 Fax 02 8839
3055
WWW.ksblack.com.au
generating unit to which it belongs, be
determined whenever an indicator of
impairment exists.
The Market Capitalisation of the Group
at reporting date was NZ$6.9m
compared with net assets of
NZ$14.916m.
We note that the market capitalisation
of the Group from decreased by 47%
compared with last financial year.
Post pandemic, the NZ economy is
experiencing high interest rates,
inflationary pressures and supply chain
concerns impacting the cost to exploit
resources and one consequence, may
be a further deterioration of its Market
Capitalisation.
We note the Group has now capitalised
mining tenement costs to NZ$9.029m
only.
Due to the above identified issues, the
Groups’ mining assets under
construction, and valuation thereto,
are a key audit matter requiring
disclosure.
We have reviewed the “Project Dragon” report prepared
by AMC Consultants Pty Limited dated 27 May 2020 which
discussed the resource grade in estimates used by the
Group
We reviewed the Pre-F easibility Update, and Technical
Report, prepared by New Talisman Gold Mines Limited
dated 8 June 2018 and compared consistency of
assumptions and estimates to the recent 2021
independent valuation, current economic conditions,
current licence conditions and future aspirations of the
Group.
We reviewed the Technical Valuation 2018 prepared by
GEOS Mining Minerals Consultants dated 8 June 201 8 and
compared consistency of assumptions and estimates to
the recent 2021 independent valuation, current economic
conditions, current licence conditions and future
aspirations of the Group.
We have assessed whether the external expert engaged
in the preparation of independent valuations and other
reports was appropriately experienced and qualified.
In reviewing impairment and fair value, we considered
post COVID pandemic New Zealand economic forecasts of
interest rates, inflation, and supply chain vulnerability,
and its impact on the discount rate applied to estimated
cash flows used for the purposes of consideration of
impairment and determination of fair value.
We undertook sensitivity analyses with respect to
quantity and grade of resources, and licen ce
requirements, in determining reasonableness of
estimated timing, grade and volumes of resources to be
drilled.
We checked the mathematical accuracy of the cash flow
models, testing inputs, from valuation reports produced,
as well as external input, including spot and forecast
prices for gold at the reporting date.
We assessed the accuracy of management’s forecasting
by assessing the reliability of historical forecasts and
reviewing whether current market conditions would
impact those forecasts.
Assessing whether appropriate disclosure regarding
significant areas of uncertainty has been made in the
financial report.
NEW TALISMAN GOLD
ANNUAL REPORT 2022
10
Scott Bennison
Level 1
251 Elizabeth Street
SYDNEY NSW 2000
ABN 48 117 620 556
20 Grose Street
NORTH PARRAMATTA NSW 2151
75 Lyons Road
DRUMMOYNE NSW 2047
PO BOX 2210
NORTH PARRAMATTA
Liability limited by a scheme
approved under Professional
Standards Legislation
Phone 02 8839 3000 Fax 02 8839
3055
WWW.ksblack.com.au
In our assessment of impairment, we considered the
impact of historical gold prices on the market
capitalisation of the Group.
We have relied upon representations from management
regarding cash flow projections, quality and grade of
resources, ability to raise capital, cost estimate of
extraction, licence requirements and other information.
Key audit matter How our audit addressed the key audit matter
Going concer
n
Refer to note 1 (Going Concern)
At 31 March 2022, the Group has
prepared its financial statements on a
going concern basis.
The Group has $NZ492k in available
cash reserves and seeks to raise
NZ$3.5m through the issue of
convertible notes.
In the event that the convertible note
issue is not approved by shareholders,
this may create a material uncertainty
related to going concern and needs to
be disclosed as a key audit matter.
Our procedures included, amongst others:
We have reviewed the Groups 12-month cash flow
forecast and reviewed whether the estimates are
reasonable.
We have reviewed the convertible note documentation
and its impact on the available cash reserves should it not
be approved by shareholders or issued in full.
We have considered the economic impact of rising
interest rates and inflation on cash flow projections.
We have relied upon representations from management
regarding cash flow projections.
Other Matter
We refe r to not e 3 to the financial statements, “Inventory” and not e tha t th e Group has included inventory
valued at NZ$314,275.
Inventory represents approximately 2.9 % and whilst not considered a key audi t matter for my report,
inventory is of significance importance and in my view, requires disclosure by way of other matter.
Due to COVID travel and other restrictions we have not physically sighted inventory for the year end.
Inventory related to the stockpile of gold ore bearing material intended to be produced once the
mine becomes operational pursuant to its current licence agreement.
The stockpile of gold ore bearing material is representative of the grade of resource included in
the independent valuation reports prepared for the Group.
We have been provided with representations from management and other parties confirming the
existence of inventory at year-end and due to the mine site being closed, the quantum of resource has not
changed.
ANNUAL REPORT 2022NEW TALISMAN GOLD
11
Scott Bennison
Level 1
251 Elizabeth Street
SYDNEY NSW 2000
ABN 48 117 620 556
20 Grose Street
NORTH PARRAMATTA NSW 2151
75 Lyons Road
DRUMMOYNE NSW 2047
PO BOX 2210
NORTH PARRAMATTA
Liability limited by a scheme
approved under Professional
Standards Legislation
Phone 02 8839 3000 Fax 02 8839
3055
WWW.ksblack.com.au
Information Other than the Financial Statements and Auditor’s Report
The directors of the company are responsible for the Annual Report, which includes information other
than the financial statements and auditor’s report which is expected to be made available to us after the
date of the auditor’s report.
Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained during the audit, or otherwise appears to be materially
misstated.
When we read the Annual Report if we conclude that there is a material misstatement therein, we are
required to communicate the matter to those charged with the governance and, if uncorrected, to take
appropriate action to bring the matter to the attention of users for whom our auditor’s report was
prepared.
Directors’ Responsibilities for the Financial Report
The directors are responsible, on behalf of the Group, for the preparation and fair presentation of the
financial statements in accordance with New Zealand equivalents to International Financial Reporting
Standards and International Financial Reporting Standards, and for such internal control as the
directors determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the group or cease
operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with International Standards on Auditing (New Zealand) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these consolidated financial
statements.
A further description of the auditor’s responsibilities for the audit of the financial statements is
NEW TALISMAN GOLD
ANNUAL REPORT 2022
12
Scott Bennison
Level 1
251 Elizabeth Street
SYDNEY NSW 2000
ABN 48 117 620 556
20 Grose Street
NORTH PARRAMATTA NSW 2151
75 Lyons Road
DRUMMOYNE NSW 2047
PO BOX 2210
NORTH PARRAMATTA
Liability limited by a scheme
approved under Professional
Standards Legislation
Phone 02 8839 3000 Fax 02 8839
3055
WWW.ksblack.com.au
located at External Reporting Board’s website: https://www.xrb.govt.nz/Site/Auditing_ Assurance
Standards/Current Standards/Page1.aspx. This description forms part of our auditor’s report.
Report on the Other Legal and Regulatory Requirements
The engagement partner on the audit resulting in this independent auditor’s report is Scott Bennison.
Scott Bennison
A Partner of KS Black & Co
Chartered Accountants
Dated:
Sydney
28 June 2022
ANNUAL REPORT 2022NEW TALISMAN GOLD
13
NEW TALISMAN GOLD MINES LIMITED
Statement of Comprehensive Income
For year ended 31 March 2022
GroupParent
Note
2022
NZ$
2021
Restated
NZ$
2022
NZ$
2021
Restated
NZ$
Continuing Operations
Revenue----
Cost of sales of goods3----
Gross Profit----
Other Operating income41,1912,9731,1912,973
Operating and administrative expenses5, 7(1,067,314)(763,892)(944,074)(751,729)
Impairment of mine development 12(4,650,097)-(4,650,097)-
Gain/(loss) from operations (5,716,220)(760,919)(5,592,980)(748,756)
Finance Costs6(3,100)(1,483)(3,100)(1,483)
Net profit/(loss) for the year (5,719,320)(762,402)(5,596,080)(750,239)
Other Comprehensive Income / (Loss)----
Total comprehensive income/(loss)(5,719,320)(762,402)(5,596,080)(750,239)
Net profit/(loss) attributable to equity holders
of the parent(5,719,320)(762,402)(5,596,080)(750,239)
Comprehensive profit/(loss) attributable to
equity holders of the parent(5,719,320)(762,402)(5,596,080)(750,239)
Earnings per share
Basic earnings/(loss) per share
From continuing operations(0.01) cent (0.03) cent(0.01) cent (0.02) cent
Diluted earnings/(loss) per share
From continuing operations(0.01) cent (0.03) cent(0.01) cent (0.02) cent
The accompanying notes form part of these financial statements
NEW TALISMAN GOLD
ANNUAL REPORT 2022
14
NEW TALISMAN GOLD MINES LIMITED
Statement of Changes in Equity
For the Year Ended 31 March 2022
Group 2022Group 2021 Restated
NoteShare
Capital
Capital
Reserves
Accumulated
Deficit
Total
Equity
Share
Capital
Capital
Reserves
Accumulated
Deficit
Total
Equity
NZ$NZ$NZ$NZ$NZ$NZ$ NZ$NZ$
Profit/(Loss)--(5,719,320)(5,719,320)--(762,402)(762,402)
Other comprehensive
income/(loss)
----
----
Net proceeds from
share capital issued10847,774--847,774----
Prior period
adjustment------(69,530)(69,530)
Transfer to
accumulated income10--------
Equity at beginning of
year38,216,371-(23,082,466)15,133,90538,216,371-(22,250,534)15,965,837
Equity at end of year 1039,064,145-(28,801,786)10,262,35938,216,371-(23,082,466)15,133,905
Parent 2022Parent 2021 Restated
NoteShare
Capital
Capital
Reserves
Accumulated
Deficit
Total
Equity
Share
Capital
Capital
Reserves
Accumulated
Deficit
Total
Equity
NZ$NZ$NZ$NZ$NZ$NZ$NZ$NZ$
Profit/(Loss)--(5,596,080)(5,596,080)--(750,239)(750,239)
Other comprehensive
income/(loss)--------
Net proceeds from
share capital issued10847,774--847,774----
Prior period
adjustment------(69,530)(69,530)
Transfer to
accumulated income10--------
Equity at beginning of
year38,216,371-(23,004,928)15,211,44338,216,371-(22,185,159)16,031,212
Equity at end of year 1039,064,145-(28,601,008)10,463,13738,216,371-(23,004,928)15,211,443
The accompanying notes form part of these financial statements
ANNUAL REPORT 2022NEW TALISMAN GOLD
15
NEW TALISMAN GOLD MINES LIMITED
Balance Sheet
As at 31 March 2022
Group Parent
Note
2022
NZ$
2021
Restated
NZ$
2022
NZ$
2021
Restated
NZ$
Equity
Attributable to parent company shareholders1010,262,35915,133,90510,463,13715,211,443
10,262,35915,133,90510,463,13715,211,443
Term liabilities
Long term lease liabilities
Rehabilitation Reserve
25
12
17,924
34,438
41,305
32,215
17,924
34,438
41,305
32,215
Total term liabilities52,36273,52052,36273,520
Current liabilities
Payables23200,436132,577200,436132,577
Employee benefits24----
Short Term Lease Liabilities2529,54024,14129,54024,141
Total current liabilities229,976156,718229,976156,718
Total liabilities 282,338230,238282,338230,238
Total equity and liabilities 10,544,69715,364,14310,745,47515,441,681
Current assets
Cash492,5071,110,695492,5071,110,695
Inventories3314,275314,275314,275314,275
Receivables and prepayments2692,379100,368644,980179,178
Total current assets 899,1611,525,3381,451,7621,604,148
Non-current assets
Property, plant & equipment12163,097191,388163,097191,388
Assets under construction129,029,76313,385,4139,000,00013,385,413
Right of use assets1246,05764,53946,05764,539
Intangible assets13330,86511,63710,57510,575
Investments1475,754185,82873,984185,618
Total non-current assets 9,645,53613,838,8059,293,71313,837,533
Total assets 10,544,69715,364,14310,745,47515,441,681
For and on behalf of the Board:
J K Upperton (Chairman) M P Stiassny
27 June 2022 27 June 2022
The accompanying notes form part of these financial statements.
NEW TALISMAN GOLD
ANNUAL REPORT 2022
16
16
NEW TALISMAN GOLD MINES LIMITED
Statement of Cash Flows
For year ended 31 March 2022
GroupParent
Note2022
NZ$
2021
NZ$
2022
NZ$
2021
NZ$
Cash flows from operating activities
Cash was provided from:
Interest received6911,6696911,669
Other----
6911,6696911,669
Cash was disbursed to:
Interest expense on leases(2,907)(1,483)(2,907)(1,483)
Payments to suppliers and employees(883,125)(682,838)(1,173,988)(682,838)
Rent(3,163)(13,406)(3,163)(13,406)
(889,195)(697,727)(1,180,058)(697,272)
Net cash outflows used in operating activities17(888,504)(696,068)(1,179,367)(696,068)
Cash flows from investing activities
Cash was provided from:
Intercompany loan repayments---
Proceeds from disposal of property, plant and
equipment-1,304-1,304
Proceeds from sale of shares----
-1,304-1,304
Cash was applied to:
Prospecting and mine development expenditure(292,224)(529,787)(262,461)(529,787)
Purchase of property, plant and equipment(2,489)-(2,489)-
Purchase of Investments(264,104)(164,472)-(164,472)
Intercompany loans ----
(558,817)(694,259)(264,950)(694,259)
Net cash outflows used in investing activities (558,817)(692,955)(264,950)(692,955)
Cash flows from financing activities
Cash was provided from:
Issue of shares
Other
847,774
-
-
-
847,774
--
847,774-847,774-
Cash was applied to:
Issue of shares----
Lease liabilities & right of use assets(26,146)(9,177)(26,146)(9,177)
(26,146)(9,177)(26,146)(9,177)
Net cash inflows from/(used in) financing
activities821,628(9,177)821,628(9,177)
Net (decrease) / increase in cash held(625,693)(1,398,200)(622,689)(1,398,200)
Effect of changes in exchange rates 7,50513,1774,50113,177
Cash and cash equivalents at beginning of year1,110,6952,495,7181,110,6952,495,718
Cash and cash equivalents at end of year 492,5071,110,695492,5071,110,695
CASH AND CASH EQUIVALENTS COMPRISES:
Cash387,5071,005,695387,5071,005,695
Short term deposits105,000105,000105,000105,000
492,5071,110,695492,5071,110,695
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 2022NEW 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 27 June 2022.
The financial report has been prepared on a going concern basis
due to the company being in the process to raise additional funds
through the issuing of convertible notes to ensure that financial
obligations can continue to be met for longer than 12 months.
Please refer to note 21 for further information.
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) 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.
(b) 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.
(c) 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.
(d) 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.
(e) 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%
(f) 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
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2022
NEW TALISMAN GOLD
ANNUAL REPORT 2022
18
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2022
as an expense. A reversal of an impairment loss for an asset is
recognised immediately in the statement of comprehensive
income.
(g) Segment information
Operating segments are reported if:
• Revenue is 10% or more of combined operating segment
revenues;
• The absolute value of profit or loss is greater than 10% of the
combined reported profits or losses of all operating segments,
whichever is greater;
• Assets are 10% or more of the combined assets of all operating
segments; or
• Information about the segment would be useful to users of
the financial statements.
(h) 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.
(i) 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.
(j) 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.
(k) 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.
(l) 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.
(m) 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.
(n) 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.
(o) 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.
(p) 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 balance sheet.
(q) 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.
(r) Revenue recognition
Revenue is recognised at the fair value of the consideration
received net of the amount of GST.
(s) 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.
2. CORRECTION OF A TECHNICAL ERROR
Subsequent to the publishing of the year ended 31 March 2021 financial statements, an adjustment to the financial statements was
made to correct a technical error. Previously, gold inventories held by New Talisman Gold Mines Limited was recorded within sundry
receivables in the Balance Sheet, and any net changes in gold inventories were recorded within sundry income in the Statement of
Comprehensive Income. No exploration costs had been released to the Statement of Comprehensive Income as costs attributed to
acquiring the inventories had been capitalised.
The classification of gold inventories within sundry receivables represents an incorrect application of accounting policy 1(o), as this
balance is not a financial instrument or financial asset.
The changes to the prior period comparatives are as follows:
ANNUAL REPORT 2022NEW TALISMAN GOLD
19
Statement of Comprehensive Income
Group
2021
Original
Group
2021
Restated
Continuing operations
Revenue--
Cost of sales of goods *--
Gross Profit--
Other operating income247,7182,973
Operating and administrative expenses(763,892)(763,892)
Gain/(loss) from operations(516,174)(760,919)
Finance costs(1,483)(1,483)
Net profit/(loss) for the year(517,657)(762,402)
Statement of Changes in Equity – Changes Only
Group
2021
Retained
Earnings
Original
Group
2021
Retained
Earnings
Restated
Profit/(Loss)(517,657)(762,402)
Prior period adjustment-(69,530)
Equity at beginning of year(22,250,534)(22,250,534)
Equity at end of year(22,768,191)(23,082,466)
Balance Sheet – Changes only
Group
2021
Original
Group
2021
Restated
Equity – Attributable to parent company shareholders15,448,18015,133,905
Current Assets
Inventories-314,275
Receivables and prepayments414,643100,368
Non-current assets
Assets under construction13,699,68813,385,413
Total assets15,678,41815,364,143
There are no other changes to the prior period comparatives.
3. COST OF SALES OF GOODS
Group
Mar 2022
NZ$
Group
Mar 2021
Restated
NZ$
Parent
Mar 2022
NZ$
Parent
Mar 2021
Restated
NZ$
Opening inventories314,275-314,275-
Current year mining exploration costs released (refer to
note 12)
-244,745-244,745
Correction of an error (refer to note 2)-69,530-69,530
Less closing inventories(314,275)(314,275)(314,275)(314,275)
Total operating income----
Inventories comprises of gold held by the company obtained through its mining exploration activities.
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2022
NEW TALISMAN GOLD
ANNUAL REPORT 2022
20
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2022
4. OPERATING INCOME
Group
Mar 2022
NZ$
Group
Mar 2021
Restated
NZ$
Parent
Mar 2022
NZ$
Parent
Mar 2021
Restated
NZ$
Interest69116696911,669
Reimbursement of Expenditure----
Sundry income5001,3045001,304
Total operating income1,1912,9731,1912,973
5. OPERATING AND ADMINISTRATION EXPENSES BY NATURE
Group
Mar 2022
NZ$
Group
Mar 2021
NZ$
Parent
Mar 2022
NZ$
Parent
Mar 2021
NZ$
Accountancy fees156,224110,273150,676110,273
Auditor’s fees – auditing and review of the financial
statements
49,09337,81349,09337,813
Consultancy fees32,41968,22432,41968,224
Depreciation57,42641,76957,42641,769
Director fees142,41885,333142,41885,333
Foreign exchange loss/(gain)(7,505)(13,177)(4,501)(13,177)
Insurance80,74359,83680,74359,836
Legal fees119,39923,979119,39923,979
Loss on Investments112,366---
Rental and lease costs3,16313,4063,16313,406
Secretarial expenses69,25052,00069,25052,000
Security64,11579,28264,11579,282
Share registry 99,65059,51499,65059,514
Share revaluation loss/(gain)(54,397)(15,775)(52,838)(15,775)
Stock exchange fees58,28156,69058,28156,690
Other84,669104,72574,78092,562
Total administration expenses1,067,314763,892944,074751,729
6. FINANCE COSTS
Group
Mar 2022
NZ$
Group
Mar 2021
NZ$
Parent
Mar 2022
NZ$
Parent
Mar 2021
NZ$
Interest paid on bank overdraft193-193-
Interest and finance charges paid on lease liabilities2,9071,4832,9071,483
Total operating income3,1001,4833,1001,483
7. DIRECTOR REMUNERATION
Director remuneration2022
NZ$
2021
NZ$
M G Hill (Former Executive Director – resigned 8 October 2021)*192,000288,000
C Nader 27,50040,000
A V Haworth-13,333
M R Stevens 18,65832,000
A V Rabone**33,808-
J K Upperton39,231-
M P Stiassny16,666-
S H Sharif16,666-
ANNUAL REPORT 2022NEW TALISMAN GOLD
21
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2022
*Of which $24,960 (2021: $37,440) is expensed as office 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.
**Mr Rabone was appointed as Operations Manager effective 18 October 2021 and was paid an additional $12,000 (2021: $nil) for this
role on top of his directors remuneration of $21,808 during the period. This expense was capitalised in the Balance Sheet as Talisman
development expenditure. The development expenditure amount is based on time spent on directly attributable mine development
activities.
All director fees paid were reduced by 20% from 1 September 2019 to 30 June 2021. All director fees were reinstated to 100% from 1 July
2021 onwards.
A V Rabone was appointed as Director effective 13 September 2021.
K Wyse was appointed as Director effective 13 September 2021. The election of Ms Wyse as Director at the company’s annual general
meeting was not resolved and she subsequently resigned as Director effective 29 September 2021.
J K Upperton was appointed as Director effective 29 September 2021 and was elected as Chair effective 11 October 2021.
M R Stevens resigned as Director effective 6 October 2021.
M G Hill resigned as Director effective 8 October 2021.
C Nader resigned as Chair and Director effective 8 October 2021.
Calum McKenzie was appointed as Director effective 11 October 2021 and resigned as a Director effective 1 November 2021.
M P Stiassny was appointed as Director effective 1 November 2021.
S H Sharif was appointed as Director effective 1 November 2021.
There were no other changes to the board of directors during this period.
During the reporting period, no options were issued to directors or employees. In the prior year, no options were issued to directors or
employees.
Remuneration of Employees
There were no employees during the reporting period.
8. TAXATION
Group
2022
NZ$
Group
2021
Restated
NZ$
Parent
2022
NZ$
Parent
2021
Restated
NZ$
Net profit / (loss) before taxation(5,719,320)(762,402)(5,596,080)(762,402)
Prima facie income tax at 28%(1,601,410)(213,473)(1,566,902)(213,473)
Add/(subtract) the taxation effect of permanent
differences:
Impairment of mine development1,302,131-1,302,131-
Non- Deductible Entertainment Adjustment104155104155
Loss on Investment31,462---
Other Non-Deductible Expenses----
Tax losses not recognised(267,713)(213,318)(264,667)(213,318)
Temporary differences not recognised----
Income tax expense/(benefit) not recognised(267,713)(213,318)(264,667)(213,318)
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$10,915,653 (2021: NZ$10,911,653) and
(b) non-mining taxation losses of NZ$19,035,456 (2021: NZ$19,552,999).
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 (2021: $559).
NEW TALISMAN GOLD
ANNUAL REPORT 2022
22
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2022
9. SEGMENT INFORMATION
During the current period, the company had one business segment - mineral exploration, within New Zealand and Vanuatu.
10. EQUITY & RESERVES
EquityGroup
2022
NZ$
Group
2021 Restated
NZ$
Parent
2022
NZ$
Parent
2021 Restated
NZ$
Share capital39,064,14538,216,37139,064,14538,216,371
Accumulated deficit
(28,801,786)
(23,082,466)(28,601,008)(23,004,928)
Total parent shareholder equity10,262,35915,133,90510,463,13715,211,443
The group’s capital is managed with the objective of maintaining adequate working capital so that all obligations can be met when they
fall due. All components of equity are regarded as “capital”. All internal capital management objectives have been met. There has been
no change to the management of capital since the prior year.
Accumulated deficitGroup
2022
NZ$
Group
2021 Restated
NZ$
Parent
2022
NZ$
Parent
2021 Restated
NZ$
Balance at beginning of year(23,082,466)(23,082,466)(23,004,928)(23,004,928)
Net profit / (loss) attributable to shareholders (5,719,320)(762,402)(5,596,080)(750,239)
Other Comprehensive Income----
Correction of an error (refer to note 2)-(69,530)(69,530)
Transfer of Reserves ----
Balance at end of year(28,801,786)(23,082,466)(28,601,008)(23,004,928)
Share capital Group and Parent
Ordinary shares
2022
Number
2021
Number
2022
NZ$
2021
NZ$
Balance beginning of year2,792,225,3632,692,184,32538,216,37138,216,371
Proceeds from Rights issues-100,041,038--
Proceeds from Private Placement335,000,000-647,774-
Proceeds from Settlement of Capella Vanuatu Limited62,080,075600,000
Proceeds from Settlement of Broken Hills Historic Mine
Limited
80,000,000---
Cancellation of shares issued (refer to note 14)(80,000,000)-(400,000)-
Transfer from Reserves----
Balance at end of year3,189,305,4382,792,225,36339,064,14538,216,371
All authorised shares have been issued, have equal voting rights and will share equally in dividends and surplus on winding up. The shares
have no par value.
New Talisman Gold Mines Limited issued 397,080,075 ordinary shares during the period by way of:
• Private placement of 335,000,000 new ordinary shares for the value of A$670,000 (less associated costs) as announced on 14
September 2021.
• Issue of 80,000,000 new ordinary shares for the value of $400,000 as announced on 28 September 2021 as part of the partial settlement
of the acquisition of 100% of the shares in Broken Hills Historic Mine Limited. These new shares were subsequently cancelled on
termination of the contract to purchase of 100% of the shares in Broken Hills Historic Mine Limited as announced on 25 November
2021.
• Issue of 62,080,075 new ordinary shares for the value of $200,000 as announced on 31 December 2021 as part of the partial settlement
of the acquisition of 100% of the shares in Capella Vanuatu Limited.
Share based payments
There were no share-based payment arrangements that existed during the year. (2021: Nil)
ANNUAL REPORT 2022NEW TALISMAN GOLD
23
Listed options Group and Parent
2022
Number
2021
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 ordinary share.
Unlisted Options Group and Parent
Options issued to employees:2022 Number 2021 Number
Opening Balance of options on issue--
Unlisted options cancelled during period--
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).
11. RELATED PARTY TRANSACTIONS
Payments for consulting services to companies in which directors and major shareholders have a substantial interest amounted to
NZ$221,287 (2021:NZ$338,499). These payments are detailed as follows:
Group and Parent
2022
NZ$
2021
NZ$
Asia Pacific Capital Group Limited (related to M G Hill)186,300331,200
Stevens and Associates (related to M R Stevens)22,9877,299
A V Rabone12,000-
Total221,287338,499
At balance date, creditors included NZ$83,586 payable to former directors and other related companies (2021:NZ$48,394). Related party
debtors totalled $7,395 at balance date (2021:NZ$3,972) and no related party debts were written off during the year.
The former NTL Board agreed to purchase Capella Vanuatu Limited during 2021. Mr M R Stevens was a member of the NTL Board
during the relevant time. Mr M R Stevens was also engaged and remunerated by Canterbury Resources Limited in relation to the sale
of Capella Vanuatu Pty Limited.
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2022
NEW TALISMAN GOLD
ANNUAL REPORT 2022
24
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2022
12. PROPERTY, PLANT & EQUIPMENT
Group and Parent
Fixtures &
fittings
Office
equipment
Field
equipment
Motor
Vehicles
Total
NZ$NZ$NZ$NZ$NZ$
Year ended 31 March 2021
Carrying amount 1 April 20201403,683205,01918,579227,421
Additions---(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
Year ended 31 March 2022
Carrying amount 1 April 2021452,061176,77612,506191,388
Additions-2,489--2,489
Disposals-----
Depreciation(20)(1,280)(27,905)(1,575)(30,780)
Carrying amount253,270148,87110,931163,097
31 March 2022
Cost1,26051,547262,87844,655360,340
Depreciation(1,235)(48,277)(114,007)(33,724)(197,243)
Carrying amount253,270148,87110,931163,097
ASSETS UNDER CONSTRUCTION
Mine developmentGroup
2022
NZ$
Group
2021
Restated
NZ$
Parent
2022
NZ$
Parent
2021
Restated
NZ$
Balance at beginning of year13,385,41313,149,90113,385,41313,149,901
Development expenditure294,447549,787264,684549,787
Mining exploration costs
released during the period
-(244,745)-(244,745)
Impairment of mine development (4,650,097)-(4,650,097)-
Correction of an error (refer to note 2)-(69,530)-(69,530)
Balance at end of year9,029,76313,385,4139,000,00013,385,413
A mine is currently being developed on the Talisman Mining permit and the Company holds a prospecting license at Capella in Vanuatu.
All 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 $34,438 (2021: $32,215).
The same value has been included in the development expenditure.
Impairment of Assets
The Group assesses each mining development at the end of each period to determine whether there are any indicators of impairment.
Where an indicator of impairment exists, an estimate of the recoverable amount is made.
The key assumptions and factors considered as part of this assessment of impairment includes:
• The current state of the mine
• The status of the mining permits held
• A formal independent valuation report on the mine
• Market capitalisation
• The strategic plan
ANNUAL REPORT 2022NEW TALISMAN GOLD
25
Talisman Mine Development
An independent Technical Valuation of the Talisman Gold Project was provided by Geos Mining Minerals Consultants as at 30 September
2021. The report concluded that a preferred valuation of the Project was NZ $15.6 million. This valuation is based on a six year period
discounted cash flow.
Furthermore, the mining permit consists of a two year bulk sampling period and will require an application for full mining. A two year
period discounted cash flow results in an indicative valuation of $9 million.
The Directors reviewed other factors as mentioned above that may indicate impairment.
Given the conditional nature of the mining permit, the difference in indicative valuation between the two abovementioned valuations,
and that no commercial activity has yet been generated from mining activities, the Directors concluded that an impairment to the
Talisman mine development would be appropriate. The Talisman mine development has therefore been impaired down to a net book
value of $9 million.
Vanuatu Mine Development
The Directors reviewed all factors as mentioned above that may indicate impairment to the Vanuatu mine development. Given this is a
relatively new development, acquired back in July 2021, the Directors believes the noted carrying values relating CVL are appropriate.
RIGHT OF USE ASSETS
The company has recognised a right of use asset for the lease of the premises situated at 547 Parnell Road, Auckland. The Group had
entered into a lease agreement on 6 October 2020 for a lease term of three years. The Group had previously held a short term lease
agreement for its previous premises situated at 541 Parnell Road, Auckland, hence no right of use asset for these premises were previously
recorded.
Movements in right of use assets are summarised below:
Group Parent
2022
NZ$
2021
NZ$
2022
NZ$
2021
NZ$
Balance at beginning of year64,539-64,539-
Additions8,16474,6248,16474,624
Depreciation Charge(26,646)(10,085)(26,646)(10,085)
Balance at end of year46,05764,53946,05764,539
13. INTANGIBLE ASSETS
Group Parent
2022
NZ$
2021
NZ$
2022
NZ$
2021
NZ$
Prospecting costs
Balance at beginning of year11,63711,63711,63710,575
Development expenditure ----
Impairment of prospecting costs----
Balance at end of year11,63711,63711,63710,575
Group Parent
2022
NZ$
2021
NZ$
2022
NZ$
2021
NZ$
Gross prospecting costs
Gross cost of current permit11,63711,63710,57510,575
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 at that time. Subsequently the Company has relinquished the exploration
license for the Rahu area and applied to extend the land area of the Talisman tenement to cover a large part of the area previously under
the Rahu tenement.
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2022
NEW TALISMAN GOLD
ANNUAL REPORT 2022
26
Group Parent
2022202120222021
NZ$NZ$NZ$NZ$
Goodwill
Balance at beginning of year----
Additions 319,228---
Amortisation Charge----
Impairment of Goodwill
Balance at end of year319,228---
Total Intangible Assets 330,86511,63710,57510,575
The goodwill has arisen from the acquiring of a business combination associated with the acquisition of the shares in Capella Vanuatu
Limited which was completed during the period. Management has assessed the above costs and believed that these costs are
representative of its fair value and thus, no amortisation of goodwill has been recorded.
TENEMENT SCHEDULE:
Permits held by New Talisman Gold Mines Limited Group:
51 326 Talisman (Mining) – Granted mining permit, Coromandel, New Zealand
1851 Capella Vanuatu - Prospecting License, Vanuatu
14. SHARE INVESTMENTS
Group
2022
NZ$
Group
2021
NZ$
Parent
2022
NZ$
Parent
2021
NZ$
Investment in listed companies – at fair value75,75421,35673,98421,146
Unlisted options to acquire – at cost value-109,348-109,348
Capella Vanuatu Limited-55,124-55,124
Total share investments75,754185,82873,984185,618
Investment in listed companies includes the investment in American Rare Earths Limited.
Unlisted options to acquire
As announced on 27 January 2021, the company had entered a binding option for the purchase of 100% of the shares in Broken Hills
Historic Mine Limited. The Final purchase price of the shares in Broken Hills Historic Mine Limited was $750,000. Settlement, along with
a final payment, of this share purchase was due to be completed by 31 December 2021. The company announced on 25 November 2021
that the company had terminated this binding agreement as the condition of obtaining consent under the Crown Minerals Act 1991 by
31 December 2021 had become incapable of being satisfied. As part of this termination, 80 million ordinary shares valued at $400,000
that were initially issued have subsequently been cancelled. All other associated costs were recorded as investment in unlisted options
to acquire until the company gains control of Broken Hills Historic Mine Limited at which point, the financial statements of Broken Hills
Historic Mine Limited would be consolidated with the rest of the Group. It was mutually agreed between both parties that the $100,000
deposit paid on signing of the Term Sheet would not be refunded by Broken Hills Historic Mine Limited to the company. This termination
has been reflected in these financial statements and the original cost value of the Broken Hills Historic Mine Limited of $112,367 has been
written off. The treatment of this cost value are as follows:
80 million New Talisman Gold Mine Limited shares issued$400,000
Cancellation of 80 million New Talisman Gold Mine Limited shares
issued
($400,000)
Funds paid on signing of the Term Sheet$100,000
Investment for the period$12,367
Total cost value$112,367
Capella Vanuatu Limited
As announced on 10 December 2020, the company had signed a binding term sheet for the purchase of 100% of the shares in Capella
Vanuatu Limited. The purchase of these shares was completed on 5 July 2021. All associated costs were recorded as investment in unlisted
options to acquire until the company gained control of Capella Vanuatu Limited at which point, the financial statements of Capella
Vanuatu Limited have been consolidated with the rest of the Group.
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2022
ANNUAL REPORT 2022NEW TALISMAN GOLD
27
15. SUBSIDIARY COMPANIES
Percent held Incorp Balance Activity
2022 2021 in date
Subsidiaries
Coromandel Gold Limited 100% 100% NZ 31 March Share investment
Critical Minerals Resources Limited 100% 100% NZ 31 March Minerals exploration
Rahu Resources Pty Limited 100% 100% NZ 31 March Minerals exploration
Capella Vanuatu Limited 100% 0% Vanuatu 31 March Minerals exploration
Capella Vanuatu Limited is a direct subsidiary of Coromandel Gold Limited. All other subsidiaries are direct subsidiaries of the company.
The investment in each subsidiary is recorded at cost (NZ$Nil) in the company’s statement of financial position. Critical Minerals Resources
Limited did not trade during the year.
Critical Minerals Resources Limited was previously known as Northland Minerals Limited.
16. 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
At present the Company does not hedge foreign currency transaction or translation exposures. 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.
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 10, 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.
17. RECONCILIATION OF OPERATING CASHFLOW AND REPORTED DEFICIT
GroupParent
2022
NZ$
2021
Restated
NZ$
2022
NZ$
2021
Restated
NZ$
Net profit / (loss) after taxation
(5,719,320)(762,402)(5,596,080)(750,239)
Add non-cash items:
Depreciation57,42641,76957,42641,769
Impairment of mine development4,650,097-4,650,097-
Loss on disposal of property, plant & equipment-3,044-3,044
Loss on investment109,346---
Share revaluation (gain)/loss(54,397)(15,775)(52,838)(15,775)
Exchange (gain)/loss
(7,505)(13,177)(4,501)(13,177)
4,754,96715,8614,650,18415,861
Add (less) movement in working capital:
Decrease (increase) in debtors(3,423)748(3,423)748
Increase (decrease) in creditors 67,86059,99267,86059,992
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2022
NEW TALISMAN GOLD
ANNUAL REPORT 2022
28
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2022
Increase (decrease) in employee benefits -(18,240)-(18,240)
Decrease (increase) in accrued income----
Decrease (increase) in Development WC----
Decrease (increase) in prepayments18,8605,44718,8605,447
Decrease (increase) in intercompany loans--(312,750)(9,163)
Decrease (increase) in GST
(7,448)2,526(4,018)(474)
72,51650,473(233,471)38,310
Net cash outflows used in operating activities(888,504)(696,068)(1,179,367)(696,068)
18. COMMITMENTS
The group has capital commitments of NZ$Nil (2021:Nil).
19. CONTINGENT LIABILITIES
Group and Parent
Mar 2022
NZ$
Mar 2021
NZ$
Contingent liabilities817,537-
As announced on 23 March 2022, Matthew Hill has filed a claim with the NZ Employment Relations Authority for $817,537 against the
company. The company does not accept that Mr Hill has been an employee of the Company and considers the claim has no merit. Mr
Hill had specifically requested a management services contract for Asia Pacific Capital Limited under which he provided services to the
Company since early 2014. No provision has been recorded in the financial statements in relation to this matter.
20. NET TANGIBLE ASSETS PER SECURITY
Group and Parent
Mar 2022
NZ$
Mar 2021
NZ$
Net tangible assets
Net tangible assets per security
9,931,494
0.31 cent
15,568,058
0.56 cent
21. GOING CONCERN
The Group and Parent financial statements are prepared on a going concern basis which anticipates the Company and entities it controls
will be able to continue its operations for the foreseeable future and will be able to realise its assets and discharge its liabilities and
commitments in the ordinary course of business.
The ability of the Company to continue as a going concern depends upon its ability to access suitable debt or equity capital to fund
its operations through to production. No assurance can be given that such capital will be available at all or on terms acceptable to the
Company. The directors announced on 27 April 2022 that the company will be offering a convertible debt security up to the value of
$3.5m on an 18 month term from drawdown in order to implement the company’s strategy plan. Refer to note 27 for further details.
22. EARNINGS PER SHARE
Group
Mar 2022
Group
Restated
Mar 2021
Parent
Mar 2022
Parent
Restated
Mar 2021
Profit/(loss) from continuing operations
Weighted average number shares
(5,719,320)
2,991,094,423
(762,402)
2,765,090,944
(5,596,080)
2,991,094,423
(750,239)
2,765,090,944
Basic earnings per share
Diluted average shares on issue
(0.01) cent
3,008,130,807
(0.03) cent
2,782,127,328
(0.01) cent
3,008,130,807
(0.02) cent
2,782,127,328
Diluted earnings per share(0.01) cent(0.03) cent(0.01) cent(0.02) cent
Weighted average number shares
Weighted average number options
2,991,094,423
17,036,384
2,765,090,944
17,036,384
2,991,094,423
17,036,384
2,765,090,944
17,036,384
Diluted average share on issue3,008,130,8072,782,127,3283,008,130,8072,782,127,328
ANNUAL REPORT 2022NEW TALISMAN GOLD
29
23. PAYABLES
Group
Mar 2022
NZ$
Group
Mar 2021
NZ$
Parent
Mar 2022
NZ$
Parent
Mar 2021
NZ$
Trade payables167,941112,253167,941112,253
Audit Accrual20,04320,32420,04320,324
Accruals12,452-12,452-
200,436132,577200,436132,577
Trade Payables
Trade payables are unsecured and are usually paid within 30 days of recognition.
24. EMPLOYEE BENEFITS
Group
Mar 2022
NZ$
Group
Mar 2021
NZ$
Parent
Mar 2022
NZ$
Parent
Mar 2021
NZ$
Balance at beginning of year-18,240-18,240
Additional provision----
Amount utilised-(18,240)-(18,240)
Balance at end of year----
Employee benefits accrued comprise holiday pay.
25. LEASE LIABILITIES
Lease commitments under non-cancellable operating leases:
Group
Mar 2022
NZ$
Group
Mar 2021
NZ$
Parent
Mar 2022
NZ$
Parent
Mar 2021
NZ$
Balance at beginning of year65,446-65,446-
Additions8,16474,6248,16474,624
Interest Expense2,9071,4832,9071,483
Principal repayments(29,053)(10,661)(29,053)(10,661)
Balance at end of year47,46465,44647,46465,446
Short term lease liabilities29,54024,14129,54024,141
Long term lease liabilities17,92441,30517,92441,305
47,46465,44647,46465,446
26. RECEIVABLES AND PREPAYMENTS
Group
Mar 2022
NZ$
Group
Mar 2021
Restated
NZ$
Parent
Mar 2022
NZ$
Parent
Mar 2021
Restated
NZ$
Sundry receivables35,58324,71235,58324,712
Prepayments56,79675,65656,79675,656
Intercompany advances--552,60178,810
92,379100,368644,980179,178
Trade Receivables
All financial assets are within the contractual terms. None are overdue and none are impaired. No collateral is held for receivables.
27. SIGNIFICANT EVENTS SINCE BALANCE DATE
As announced on 27 April 2022, the company is proposing to seek additional funding of up to $3.5m through the issuing of convertible
debt security. These funds will be used by the company to carry out its strategic plan which includes:
• Recommencing underground activities at the mine, including developing the required Second Egress.
• Advancing the Mystery Vein face.
• Advancing the Mystery Vein will trigger the existing 2 year Bulk Sampling Consent.
• Opening a second face on the Mystery vein once the Second Egress is complete.
• Funding the implementation of the Traffic Management Plan.
• Funding the Resource Consent application for Full Mining Consent.
In summary, it is proposed that the convertible debt security will be for a period of 18 months from initial drawdown, and attached an
annual interest rate of 9.5% which will be paid quarterly. This convertible debt security proposal will be subject to shareholder approval.
No other significant events have occurred since balance date.
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2022
NEW TALISMAN GOLD
ANNUAL REPORT 2022
30
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 2022:
DirectorRelevant interest in Ordinary SharesRelevant Interest in listed Options
John Upperton84,000,000-
Samantha Sharif3,000,000-
TOP 20 OPTION HOLDERS as of 14 JUNE 2022
RankNameUnits% of
Units
1.COSMO BRYAN BOREHAM1,000,0005.87
2.BANKIMCHANDRA NIRANJANBHAI PATEL & HIRALBEN BANKIMCHANDRA PATEL663,6383.90
3.CHARLES PLEWINSKI383,6362.25
4.KA FU TSE287,0641.69
5.MURRAY LAWRENCE CAMERON286,3641.68
6.STEPHEN BAGGETT254,5451.49
7.WARWICK JOHN LANGE216,0901.27
8.MICHAEL MCGOWAN200,0001.17
9.CITICORP NOMINEES PTY LIMITED181,8181.07
10.ALAENA THERESA WILLIAMS136,3640.80
11.ANDREW WARREN MCLAUGHLIN136,3640.80
12.BART KLUMPERS & MARYKE CORNELIA KLUMPERS136,3640.80
13.BEAZER INVESTMENT LIMITED136,3640.80
14.BENJAMIN PETER WOOLLCOMBE136,3640.80
15.BOON SIN LIEW136,3640.80
16.BOYI WEI136,3640.80
17.BRUCE JEFFREY DALTON & KAREN JOY DALTON136,3640.80
18.CHRISTOPHER DAVID ENGLISH & JACQUELINE ENGLISH136,3640.80
19.CHRISTOPHER JOHN POSTLEWAIGHT136,3640.80
20.CHUNG KAN CHOW136,3640.80
Total top 20 holders of 30/09/2022 Aud $0.05 Options4,973,15929.19
Total listed options17,036,384
ANNUAL REPORT 2022NEW TALISMAN GOLD
31
Holding Range
Ordinary Shares as of 31 May 2022
RangeTotal holdersShares Held% of Issued Capital
1 - 1,00012128,9370.00
1,001 - 5,000252869,4230.03
5,001 - 10,0001921,654,9120.05
10,001 - 100,00096847,153,6851.48
100,001 Over1,4403,139,598,48198.44
Total 2,9733,189,305,438100.00
TOP 20 ORDINARY SHAREHOLDERS as of 14 June 2022
RankNameUnits% of Units
1.HAMISH EDWARD ELLIOT BROWN430,000,00013.48
2.NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH
ACCOUNT>
257,658,2507.40
3.BEVERLEY IDA EVANS136,000,0004.26
4.JOHN KILDARE UPPERTON84,000,0002.63
5.CANTERBURY RESOURCES LIMITED62,080,0751.95
6.CHRISTOPHER DAVID ENGLISH + JACQUELINE ENGLISH
<KRINGLES SUPER FUND A/C>
35,758,9101.12
7.RA KOURA LIMITED31,422,4040.99
8.VAN CHUONG TRAN30,000,0000.94
9.HILL FAMILY GROUP PTY LIMITED28,096,5070.88
10.THOMAS HERBERT TEBBS GOTHORP25,500,8740.80
11.PETER WILLIAM HALL25,000,0000.78
12.RONALD JOHN SCOTT22,000,0000.69
13.CHI HUA CHEN21,982,7420.69
14.RUSSELL BARRY JAMES21,424,1570.67
15.WILLIAM GEOFFREY KROON21,021,9990.66
16.CHUNHANG LI20,000,0000.63
17.CHUNG KAN CHOW19,455,9130.61
18.ALLAN MICHAEL NOBILO + LYNNE NOBILO18,953,5870.59
19.SHARESIES NOMINEE LIMITED <CHILD A/C>18,053,8630.57
20.HOI YEE JULIE TSE17,554,4670.55
Total Top 20 holders of Ordinary Shares1,325,964,36241.58
Total issued Capital3,189,305,438
NEW TALISMAN GOLD
ANNUAL REPORT 2022
32
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 2021/2022 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 2022.
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. 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.
ANNUAL REPORT 2022NEW TALISMAN GOLD
33
It is the policy of the Board that in determining candidates for the
Board, the following process shall occur:
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, John Upperton, Samantha Sharif, and Michael
Stiassny. Victor Rabone is not an independent director as he has a
operational contract with the Company.
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 Directors4125%
Consultants4250%
TOTAL*8337.5%
* 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: Michael
Stiassny (Chair), Samantha Sharif, John Upperton and Victor
Rabone. The Board deals with any conflicts of interest that may
occur when convening in the capacity of the Audit Committee by
ensuring that any 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
consider themselves to be financially literate and have financial
experience and industry knowledge. Mr Rabone 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. Ms Sharif
CORPORATE GOVERNANCE
NEW TALISMAN GOLD
ANNUAL REPORT 2022
34
is a Professional Director with extensive leadership experience
in infrastructure, resources, safety critical industries, as well as
investment and capital markets. Michael is a Chartered Fellow
of The Institute of Directors in NZ (Inc) (CFInstD) and is also past
President of the Institute of Directors. He is a Fellow of Chartered
Accountants Australia and New Zealand (retired). He has both a
Commerce and Law degree. Mr Stiassny is currently Chairman of
Tower Insurance and Ngati Whatua Orakei Whai Rawa Limited, and
a director of a number of other companies.
Mr Upperton has a background in both Commercial and Residential
Construction Project Management. Alongside these projects, Mr
Upperton has garnered considerable experience in aspects of the
RMA and District Planning requirements, including successfully
representing himself in the Environment Court.
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: John Upperton, Samantha Sharif, Victor
Rabone and Michael Stiassny. The 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:
Samantha Sharif, John Upperton and Victor Rabone. 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/ConsultantBoardAuditHSSE
M Hill7/81/3
M Stevens8/83/3
C Nader8/83/3
J Upperton18/181/11/1
V Rabone15/151/11/1
C McKenzie1/1
M Stiassny14/141/1
S Sharif14/141/11/1
*M Stevens directorship ceased effective 6 October 2021
*M Hill directorship ceased effective 8 October 2021
*C Nader directorship ceased effective 8 October 2021
*V Rabone directorship commenced effective 13 Sept 2021
*J Upperton directorship commenced effective 29 Sept 2021
*C McKenzie directorship commenced effective 11 Oct 2021 and
ceased effective 1 Nov 2021
*M Stiassny directorship commenced effective 1 Nov 2021
*S Sharif directorship commenced effective 1 Nov 2021
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 its
contracted CFO with respect to the financial reports, which sign-off
has been provided in respect of the Company’s 2021/2022 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 and in the absence of a Chief Executive Officer
the responsibility falls to the Chairman of the Board. 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 relevant business risk owners within the management team
or its contracted suppliers. 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. As the mine was not operational during the
period there were no operational risk reports prepared. 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
CORPORATE GOVERNANCE
ANNUAL REPORT 2022NEW TALISMAN GOLD
35
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 virtual 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
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.
SUMMARY OF WAIVERS
No waivers to the rules were requested to the Stock Exchanges
during the reporting period.
CORPORATE GOVERNANCE
www.newtalisman.co.nz
DIRECTORS
John Upperton (Chairman, Non Executive Director)
Michael Stiassny (Independent Director)
Samantha Sharif (Independent Director)
Victor Rabone (Director)
COMPANY SECRETARY
S Jane Bell
REGISTERED (HEAD) OFFICE
547 Parnell Road, Parnell
Auckland, New Zealand
Telephone (+64 9) 303-1893
Email: info@newtalisman.co.nz
Website: www.newtalisman.co.nz
PRINCIPAL OFFICE IN AUSTRALIA
1st Floor, 25 Richardson Street
West Perth
Western Australia 6005
Telephone (+61 8) 9481-2040
Facsimile (+61 8) 9481-2041
BANKERS
Westpac Bank, Auckland
National Australia Bank, West Perth
AUDITORS
Scott Bennison
c/- K S Black & Co
Level 5
350 Kent Street,
Sydney, 2000
SOLICITORS
Chapman Tripp, Auckland
Williams & Hughes, Perth
SECURITIES LISTED
New Zealand Stock Exchange
Code: Shares NTL; Options NTLOB
Australian Securities Exchange
Code: Shares NTL, Options NTLOB
SHARE REGISTRARS
New Zealand:
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
159 Hurstmere Road
Takapuna, Auckland 0622.
New Zealand
Telephone (+64 9) 488 8777
Facsimile (+64 9) 488 8787
Australia:
Computershare Investor Services Pty Limited
Yarra Falls
452 Johnston Street
Abbotsford Victoria 3067, Australia
Telephone 1300 850 505
Overseas callers (+61 3) 9415 4000
Managing your shareholding online:
To change your address, update your payment
instructions and view your investment portfolio
including transactions please visit
www.computershare.co.nz/investorcentre
General enquiries can be directed to:
enquiry@computershare.co.nz
Please assist our registrar by quoting your CSN or
shareholder number
COMPANY DIRECTORY
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.