NTL 2023 Annual Report
Page | 1
__________________________________________________________________________
30 June 2023
ANNOUNCEMENT BY NEW TALISMAN GOLD MINES LIMITED
(NZX: NTL, ASX: NTL)
FOR IMMEDIATE RELEASE
2023 ANNUAL REPORT
Today we release our Annual Report for the year ended 31 March 2023. The year was very
much a year of preparation and planning.
Highlights from the Chair’s Report include:
• Strategic Plan formulated
• Health and Safety Management system finalised
• Engagement of Terra Firma with a firm path forward on Bulk Sampling
• Terra Firma take equity stake in NTL
• Corporate cost savings implemented
• Discussions on exploration of Vanuatu underway with third party.
You will note an impairment to NTL assets is recorded in the financial statements. In preparing
the annual financial statements the Directors considered the Company’s Asset value in
relation to Market Cap, inherent uncertainties and other indicators. After discussion with the
auditors, the Directors have taken a view that it is prudent to take a conservative approach
and record a reversible impairment that can be revisited once operations are underway and
have recorded a $1.2m impairment of assets to reflect the value attributed to the assets by
the market, this is consistent with prior year reporting. This impairment will be reviewed at the
half and full year reporting dates.
We are looking forward to the recommencement of activities at the mine site in coming
months and acknowledge the support of shareholders, stakeholders and fellow Board
members for supporting us through our ongoing transformation centred on delivering results
for Shareholders.
Yours sincerely,
Samantha Sharif
Chair
New Talisman Gold Mines Limited
2b Gibraltar Cres,
Parnell, Auckland 1052
Office +64 9 303 1893
info@newtalisman.co.nz
---
ANNUAL REPORT 2023
www.newtalisman.co.nz
RESPONSIBLE, ENVIRONMENTALLY SUSTAINABLE MINING
NEW TALISMAN GOLD
ANNUAL REPORT 2023
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CONTENTS
Chairman’s Report 3
Board of Directors 6
Audit Report 7
Financial Statements 12
Notes to the Financial Statements 16
Tenement Schedule 24
Additional Information 28
Corporate Governance 29
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 2023NEW TALISMAN GOLD
3
REPORT TO THE SHAREHOLDERS OF NEW TALISMAN GOLD MINES LTD
ANNUAL REPORT 2023
CHAIRMAN’S REPORT
Dear Shareholders
New Talisman’s Financial Year to 31st March 2023 saw the Company continue on its strong transformational path towards delivering
results and returns for Shareholders.
Strategic Plan
This year the company has been fully focused on developing and progressing our Strategic Plan to bring the Talisman Mine to
production – with the goal being the cost-effective production of gold.
We have worked with industry experts, including Terra Firma, on the development and review of the Strategic Plan for Talisman. Terra
Firma has significant knowledge of Talisman mine and has experience in developing underground gold mines in New Zealand.
This work reviewed mining and processing methodologies and budget – to ensure the feasibility and robustness of the Plan. Our
Strategic Plan aims to produce gold and generate revenues in the second half of 2023, with positive cashflow by late 2023.
The key elements of the Strategic Plan are:
• An agreed Schedule of Works and indicative timetable
• Advancing the Mystery Vein Drive
• Formation of a Second Egress (exit)
• Opening a second face on the Mystery vein once the Second Egress is complete.
• A Bulk Sampling programme, adding valuable knowledge of Talisman’s mineral resource
• Traffic Management Plan
• Resource Consent application for Full Mining Consent
• ldentified innovative and feasible mining methods to classify ore underground and produce a concentrate which can be
refined to produce gold and silver bullion. NTL may process this concentrate ourselves, or utilise third party refiners.
Our guiding principles are safe, cost-effective, and sustainable mining practices – prerequisites to ensure we have a viable business.
During the period, we formally engaged Terra Firma to prepare the specific Health and Safety plans for recommencement of
operations at Talisman Mine. The NTL Health and Safety Management System for Talisman has now been finalised and is another key
milestone completed prior to our return to mining.
A key next phase for us is community and stakeholder engagement with our intention to build strong and supportive relationships
with the local communities and our key stakeholders and regulators.
In June 2023 we announced that we have appointed Terra Firma Mining Ltd to operate Talisman Mine and to perform all
related general management responsibilities to support the recommencement of operations at Talisman. Terra Firma will also
purchase $300k worth of NTL Shares.
We are delighted to confirm our strategic relationship with Terra Firma. Their experience and reputation in mining and
stakeholder relations is excellent and this approach provides the most efficient and cost-effective way forward for NTL to
recommence operations at Talisman. The fact that Terra Firma also wishes to purchase a significant parcel of NTL Shares,
further cements our relationship.
Finance
An integral part of our Strategic Plan was establishing realistic and robust budgets – measuring production volumes, gold recovery
efficiency, and costs. We finalised the budget and clarified the additional capital required to fund the development of Talisman,
recommence mining and get to gold production.
We completed a review of Capital Raising methods open to the Company and determined that a Rights Issue (with a 10 for 1 share
consolidation) would be the fairest to all shareholders.
We Successfully completed this Rights Issue with existing shareholders raising $1.718m of funds. The rights issue saw NTL’s largest
shareholder take up their full allocation and included participation from the majority of our Top 20 Shareholders, as well as NTL
shareholding directors. There was also a 33% level of oversubscription from those that participated in the issue.
We also received encouraging participation in our placement of shortfall from the Rights Issue, with Terra Firma subscribing for $300k
of shortfall in June 2023 (at the Rights Issue price of NZ$0.018), bringing the total funds raised in the shortfall placement to $455k.
The total funds raised under our Capital Raise was $2.173m.
NEW TALISMAN GOLD
ANNUAL REPORT 2023
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Cost-savings and efficiencies
We have also focussed on reducing unproductive distractions and unnecessary overheads – to ensure we are running a lean and
focussed organisation.
We brought our financial reporting in-house with our Company Secretary taking over CFO responsibilities. This streamlined financial
function is working very well, with half and full year reports prepared by our internal team and endorsed by our auditors in their review.
We have also successfully sublet the former corporate office in Parnell until the end of the lease period.
We have also settled the legal claim by Matt Hill against the Company following the termination of the management services contract
with Asia Pacific Capital.
Vanuatu
Our Vanuatu assets have attracted investment interest from third parties. We have commenced discussion with them regarding
development of the Exploration Permit and how we might realise substantive value in that investment for our shareholders. An
Exploration Workplan is currently being formulated.
I would like to acknowledge the support of shareholders, stakeholders and fellow Board members for supporting us through our
ongoing transformation centred on delivering results for Shareholders.
Samantha Sharif
Independent Chair, New Talisman Gold Mines Limited
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.
ANNUAL REPORT 2023NEW TALISMAN GOLD
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Pacific Rim = World Class Deposits
Right Neighbourhood Right Neighbourhood
The table 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.
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.nzx.com/announcements/364819
This acquisition is in a part of the Pacific Rim of Fire
that extends from Japan through the Philippines,
PNG, Solomons, Vanuatu, Fiji to New Zealand and
allows us to 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.
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”.
NEW TALISMAN GOLD
ANNUAL REPORT 2023
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BOARD OF DIRECTORS
Ms Samantha Sharif, LLM (Hons), LLB (Hons), Grad
Dip CSP, CMinstD
Independent Chair
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.
Mr John Upperton
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)
Independent Non-executive 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, International Society
for Rock Mechanics, NZ Tunnelling Society and the Railway
Technical Society of Australasia.
Victor has had experience in the project management of a variety
of construction activities such as installation of screw piles,
seismic reinforcement using stone columns, geotechnical drilling
programmes, alluvial mining operations and underground mining
and tunnelling projects.2012.
First appointed September 13, 2021.
Michael Stiassny LLB, BCom, 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 Tower Limited and 2 Cheap Cars,
and a director of a number of other companies.
Michael is a chartered fellow of the institute of directors and a
previous President of the institute and is a life member of RITANZ.
First appointed November 1, 2021.
ANNUAL REPORT 2023NEW TALISMAN GOLD
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AUDITOR’S REPORT
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TO COME
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TO COME
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TO COME
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TO COME
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NEW TALISMAN GOLD MINES LIMITED
Statement of Comprehensive Income
For year ended 31 March 2023
GroupParent
Note
2023
NZ$
2022
NZ$
2023
NZ$
2022
NZ$
Continuing Operations
Revenue----
Cost of sales of goods2(314,275)-(314,275)-
Gross Profit(314,275)-(314,275)-
Other Operating income36,3401,1916,3401,191
Operating and administrative expenses4, 6(1,145,559)(1,067,314)(1,143,872)(944,074)
Impairment of mine development 11(1,205,483)(4,650,097)(1,205,483)(4,650,097)
Gain/(loss) from operations (2,658,977)(5,716,220)(2,657,290)(5,592,980)
Finance Costs5(60,537)(3,100)(60,537)(3,100)
Net profit/(loss) for the year (2,719,514)(5,719,320)(2,717,827)(5,596,080)
Other Comprehensive Income / (Loss)----
Total comprehensive income/(loss)
(2,719,514)(5,719,320)(2,717,827)(5,596,080)
Net profit/(loss) attributable to equity holders
of the parent(2,719,514)(5,719,320)(2,717,827)(5,596,080)
Comprehensive profit/(loss) attributable to
equity holders of the parent(2,719,514)(5,719,320)(2,717,827)(5,596,080)
Earnings per share
Basic earnings/(loss) per share
From continuing operations(0.06) cent (0.01) cent (0.06) cent (0.01) cent
Diluted earnings/(loss) per share
From continuing operations(0.06) cent (0.01) cent (0.06) cent (0.01) cent
The accompanying notes form part of these financial statements
ANNUAL REPORT 2023NEW TALISMAN GOLD
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NEW TALISMAN GOLD MINES LIMITED
Statement of Changes in Equity
For the Year Ended 31 March 2023
Group 2023Group 2022
NoteShare
Capital
NZ$
Capital
Reserves
NZ$
Accumulated
Deficit
NZ$
Total
Equity
NZ$
Share
Capital
NZ$
Capital
Reserves
NZ$
Accumulated
Deficit
NZ$
Total
Equity
NZ$
Profit/(Loss)--(2,719,514)(2,719,514)--(5,719,320)(5,719,320)
Other comprehensive
income/(loss)
---- ----
Net proceeds from
share capital issued
91,712,616--1,712,616847,774--847,774
Shortfall Placement to
be Allotted
-28,800-28,800----
Transfer to
accumulated income
9--------
Equity at beginning
of year
39,064,145-(28,801,786)10,262,35938,216,371-(23,082,466)15,133,905
Equity at end of year 940,776,76128,800(31,521,300)9,284,26139,064,145-(28,801,786)10,262,359
Parent 2023Parent 2022
Note
Share
Capital
NZ$
Capital
Reserves
NZ$
Accumulated
Deficit
NZ$
Total
Equity
NZ$
Share
Capital
NZ$
Capital
Reserves
NZ$
Accumulated
Deficit
NZ$
Total
Equity
NZ$
Profit/(Loss)-(2,717,827)(2,717,827)--(5,596,080)(5,596,080)
Other comprehensive
income/(loss)
--------
Net proceeds from
share capital issued
91,712,616
-
-1,712,616847,774
-
-847,774
Shortfall Placement to
be Allotted
9-28,800-28,800-
-
--
Transfer to
accumulated income
9--------
Equity at beginning
of year
39,064,145-(28,601,008)10,463,13738,216,371-(23,004,928)15,211,443
Equity at end of year 940,776,76128,800(31,318,835)9,486,72639,064,145-(28,601,008)10,463,137
The accompanying notes form part of these financial statements
NEW TALISMAN GOLD
ANNUAL REPORT 2023
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NEW TALISMAN GOLD MINES LIMITED
Balance Sheet
As at 31 March 2023
NoteGroup Parent
2023
NZ$
2022
NZ$
2023
NZ$
2022
NZ$
Equity
Attributable to parent company shareholders99,284,26110,262,3599,486,72610,463,137
9,284,26110,262,3599,486,72610,463,137
Term liabilities
Long term lease liabilities24-17,924-17,924
Rehabilitation Reserve1136,74534,43836,74534,438
Total term liabilities36,74552,36236,74552,362
Current liabilities
Payables22167,900200,436167,900200,436
Convertible Note261,000,000-1,000,000-
Short Term Lease Liabilities2417,92429,54017,92429,540
Total current liabilities1,185,824229,9761,185,824229,976
Total liabilities 1,222,569282,3381,222,569282,338
Total equity and liabilities 10,506,83010,544,69710,709,29510,745,475
Current assets
Cash1,987,733492,5071,987,733492,507
Inventories2-314,275-314,275
Right of use assets16,969-16,969-
Receivables and prepayments25102,44092,379670,035644,980
Total current assets 2,107,142899,1612,674,7371,451,762
Non-current assets
Property, plant & equipment11133,972163,097133,972163,097
Assets under construction117,900,0009,029,7637,856,8099,000,000
Right of use assets11-46,057-46,057
Intangible assets12330,865330,86510,57510,575
Investments1334,85175,75433,20273,984
Total non-current assets 8,399,6889,645,5368,034,5589,293,713
Total assets 10,506,83010,544,69710,709,29510,745,475
For and on behalf of the Board:
S Sharif (Independent Chair) M P Stiassny
29 June 2023 29 June 2023
The accompanying notes form part of these financial statements.
ANNUAL REPORT 2023NEW TALISMAN GOLD
NEW TALISMAN GOLD MINES LIMITED
Statement of Cash Flows
For year ended 31 March 2023
Note GroupParent
2023
NZ$
2022
NZ$
2023
NZ$
2022
NZ$
Cash flows from operating activities
Cash was provided from:
Interest received6,3406916,340691
Other----
6,3406916,340691
Cash was disbursed to:
Interest expense on leases(1,702)(2,907)(1,702)(2,907)
Payments to suppliers and employees(1,143,309)(883,125)(1,141,621)(1,173,988)
Rent(519)(3,163)(519)(3,163)
(1,145,530)(889,195)(1,143,842)(1,180,058)
Net cash outflows used in operating activities16(1,139,190)(888,504)(1,137,502)(1,179,367)
Cash flows from investing activities
Cash was provided from:
Intercompany loan repayments----
Proceeds from disposal of property, plant and
equipment----
Proceeds from sale of shares----
----
Cash was applied to:
Prospecting and mine development expenditure(75,720)(292,224)(62,292)(262,461)
Purchase of property, plant and equipment-(2,489)-(2,489)
Purchase of Investments-(264,104)--
Intercompany loans --(15,116)-
(75,720)(558,817)(77,408)(264,950)
Net cash outflows used in investing activities (75,720)(558,817)(77,408)(264,950)
Cash flows from financing activities
Cash was provided from:
Issue of Shares1,712,616847,7741,712,616847,774
Convertible Note1,000,000-1,000,000-
Other28,800-28,800-
2,741,416847,7742,741,416847,774
Cash was applied to:
Issue of shares----
Lease liabilities & right of use assets(29,540)(26,146)(29,540)(26,146)
(29,540)(26,146)(29,540)(26,146)
Net cash inflows from/(used in) financing activities2,711,876821,6282,711,876821,628
Net (decrease) / increase in cash held1,496,966(625,693)(1,496,966)(622,689)
Effect of changes in exchange rates (1,740)7,505(1,740)4,501
Cash and cash equivalents at beginning of year492,5071,110,695492,5071,110,695
Cash and cash equivalents at end of year 1,987,733492,5071,987,733492,507
CASH AND CASH EQUIVALENTS COMPRISES:
Cash130,574387,507130,574387,507
Short term deposits1,857,159105,0001,857,159105,000
1,987,733492,5071,987,733492,507
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.
NEW TALISMAN GOLD
ANNUAL REPORT 2023
16
1. STATEMENT OF ACCOUNTING POLICIES
Reporting entity
New Talisman Gold Mines Limited is a profit-oriented company
incorporated and domiciled in New Zealand, registered under
the Companies Act 1993 and listed on the New Zealand Stock
Exchange (NZX) and the Australian Stock Exchange (ASX).
The company is an FMC reporting entity for the purposes of the
Financial Markets Conduct Act 2013 and the financial statements of
the company and group have been prepared in accordance with the
Financial Markets Conduct Act 2013 and comply with NZX Listing
Rule 10.6.1 with the exception that separate financial statements
for the parent have been presented as the parent engages in the
majority of the group’s business activities.
The group consists of New Talisman Gold Mines Limited (the
“company”) and its subsidiaries (the “group”) and these financial
statements comprise the separate financial statements of the
parent company and the consolidated financial statements of the
group. The group is engaged in mine development and mineral
exploration.
These financial statements were approved for issue by the Directors
on 29 June 2023.
The financial report has been prepared on a going concern .
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
as an expense. A reversal of an impairment loss for an asset is
recognised immediately in the statement of comprehensive
income.
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2023
ANNUAL REPORT 2023NEW TALISMAN GOLD
17
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2023
(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
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 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. COST OF SALES OF GOODS
Group
Mar 2023
NZ$
Group
Mar 2022
NZ$
Parent
Mar 2023
NZ$
Parent
Mar 2022
NZ$
Opening inventories314,275314,275314,275314,275
Current year mining exploration costs released (refer to
note 12)
----
Provision (314,275)-(314,275)-
Less closing inventories-(314,275)-(314,275)
Total operating income/(loss)(314,275)-(314,275)-
Inventories comprises of gold bearing ore held by the company obtained through its mining exploration activities.
As the mine has been closed for the full financial year and management has not had access to check stock holdings the Directors have
made a provision against the full value of the inventories. This provision will be reassessed once access to stockpiles is possible.
NEW TALISMAN GOLD
ANNUAL REPORT 2023
18
3. OPERATING INCOME
Group
Mar 2023
NZ$
Group
Mar 2022
NZ$
Parent
Mar 2023
NZ$
Parent
Mar 2022
NZ$
Interest6,3406916,340691
Reimbursement of Expenditure----
Sundry income-500-500
Total operating income6,3401,1916,3401,191
4. OPERATING AND ADMINISTRATION EXPENSES BY NATURE
Group
Mar 2023
NZ$
Group
Mar 2022
NZ$
Parent
Mar 2023
NZ$
Parent
Mar 2022
NZ$
Accountancy fees58,637156,22458,637150,676
Auditor’s fees – auditing and review of the financial
statements
34,28449,09334,28449,093
Consultancy fees81,16732,41981,16732,419
Depreciation58,21357,42658,21357,426
Director fees189,081142,418189,081142,418
Foreign exchange loss/(gain)1,740(7,505)1,740(4,501)
Insurance75,74480,74375,74480,743
Legal fees97,581119,39997,581119,399
Loss on Investments-112,366--
Rental and lease costs5193,1635193,163
Secretarial expenses101,99169,250101,99169,250
Security54,96164,11554,96164,115
Settlement of dispute122,395-122,395-
Share registry 91,82799,65091,82799,650
Share revaluation loss/(gain)40,903(54,397)40,783(52,838)
Stock exchange fees80,00858,28180,00858,281
Other56,50884,66954,94074,780
Total administration expenses1,145,5591,067,3141,143,871944,074
5. FINANCE COSTS
Group
Mar 2023
NZ$
Group
Mar 2022
NZ$
Parent
Mar 2023
NZ$
Parent
Mar 2022
NZ$
Interest paid on bank overdraft1,5751931,575193
Interest paid on Convertible Note57,260-57,260-
Interest and finance charges paid on lease liabilities1,7022,9071,7022,907
Total operating income60,5373,10060,5373,100
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2023
ANNUAL REPORT 2023NEW TALISMAN GOLD
19
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2023
6. Director REMUNERATION
Director remuneration2023
NZ$
2022
NZ$
M G Hill (Former Executive Director – resigned 8 October 2021)*122,395192,000
C Nader -27,500
M R Stevens -18,658
A V Rabone**40,00033,808
J K Upperton58,02639,231
M P Stiassny40,00016,666
S H Sharif51,05616,666
*The contract for services with Asia Pacific Capital Ltd associated with Mr M Hill was terminated in October 2021. Subsequently Mr Hill
raised a claim against the Company which was settled for $145,000, after allocation of amounts the Company had recorded as owing to
Mr Hill the net effect on the statement of comprehensive income was $122,395.
**Mr Rabone was paid in his capacity of Operations Manager $9,600 for the period from 1 April 2022 to 31 July 2022 when the contract
ceased (2022: $12,000). This role was on top of his Directors remuneration of $40,000 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.
J K Upperton was appointed as Director effective 29 September 2021 and was elected as Chair effective 11 October 2021 he held the
position of Chair until mid Sept 2022. In addition to his Directors fees Mr Upperton was engaged to provide strategic delivery services
and received consulting fees of $71,585.
S H Sharif was appointed as Director effective 1 November 2021 and was elected as Chair in Sept 2022.
There were no other changes to the Board of Directors during this period.
During the reporting period, no options were issued to Directors or employees. In the prior year, no options were issued to Directors or
employees.
Remuneration of Employees
There were no employees during the reporting period.
7. TAXATION
Group
2023
NZ$
Group
2022
NZ$
Parent
2023
NZ$
Parent
2022
NZ$
Net profit / (loss) before taxation(2,719,515)(5,719,320)(2,717,827)(5,596,080)
Prima facie income tax at 28%(761,464)(1,601,410)(760,991)(1,566,902)
Add/(subtract) the taxation effect of permanent differences:
Impairment of mine development337,5351,302,131337,5351,302,131
Non- Deductible Entertainment Adjustment-104-104
Loss on Investment11,45331,46211,419-
Other Non-Deductible Expenses35,004-35,004-
Tax losses not recognised(377,472)(267,713)(377,033)(264,667)
Temporary differences not recognised----
Income tax expense/(benefit) not recognised(377,472)(267,713)(377,033)(264,667)
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$10,919,653 (2022: NZ$10,915,653) and
(b) non-mining taxation losses of NZ$20,862,933 (2022: NZ$19,035,456).
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 nil (2022: $559).
NEW TALISMAN GOLD
ANNUAL REPORT 2023
20
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2023
8. SEGMENT INFORMATION
During the current period, the company had one business segment - mineral exploration, within New Zealand and Vanuatu.
9. EQUITY & RESERVES
EquityGroup
2023
NZ$
Group
2022
NZ$
Parent
2023
NZ$
Parent
2022
NZ$
Share capital40,776,76139,064,14540,776,76139,064,145
Capital Reserve28,800-28,800-
Accumulated deficit(31,521,300)(28,801,786)(31,318,835)(28,601,008)
Total parent shareholder equity9,284,26110,262,3599,486,72610,463,137
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
2023
NZ$
Group
2022
NZ$
Parent
2023
NZ$
Parent
2022
NZ$
Balance at beginning of year(28,801,786)(23,082,466)(28,601,008)(23,004,928)
Net profit / (loss) attributable to shareholders (2,717,514)(5,719,320)(2,717,827)(5,596,080)
Other Comprehensive Income----
Correction of an error (refer to note 2)----
Transfer of Reserves ----
Balance at end of year(31,521,300)(28,801,786)(31,318,835)(28,601,008)
Share capital Group and Parent
Ordinary shares
2023
Number
2022
Number
2023
NZ$
2022
NZ$
Balance beginning of year3,189,305,4382,792,225,36339,064,14538,216,371
Loyalty Shares issued8,766,667---
Share Consolidation(2,878,264,856)---
Proceeds from Rights issues95,067,901-1,712,616-
Proceeds from Private Placement-335,000,000-647,774
Proceeds from Settlement of Capella Vanuatu Limited-62,080,075-600,000
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 year414,875,1503,189,305,43840,776,76139,064,145
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 Talsiman undertook a share consolidation in February 2023 on the basis of 1 share for every 10 shares held. This resulted in the
cancellation of 2,878,264,856 ordinary shares.
New Talisman Gold Mines Limited issued 103,834,568 ordinary shares during the period by way of:
• Loyalty shares in relation to the Private placement announced on 14 September 2021, the loyalty shares were issued 12 months from
the placement date for nil value. 8,766,667 new ordinary shares were issued as a result, these rank equally with those already on issue.
• Issue of 95,067,901 new ordinary shares in march 2023 for a total value of $1,712,616 under a rights offer to existing shareholders.
ANNUAL REPORT 2023NEW TALISMAN GOLD
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2023
Capital ReserveGroup
2023
NZ$
Group
2022
NZ$
Parent
2023
NZ$
Parent
2022
NZ$
Balance at beginning of year----
Shortfall Funds Received28,800-28,800-
Balance at end of year28,800-28,800-
A capital reserve has arisen from funds received in placement shortfall under the Rights Offer. Funds had been received at year end with
shares related to those funds being part of the shortfall allotment on 27 April 2023.
Share based payments
There were no share-based payment arrangements that existed during the year. (2022: Nil)
Listed options Group and Parent
2023
Number
2022
Number
Balance at beginning of year 17,036,38417,036,384
Expired Options(17,036,384) -
Issued Options--
Balance at end of year-17,036,384
Listed options were not exercised and expired on 30 September 2022.
Unlisted Options
The Company has no unlisted options (Last Year Nil).
10. RELATED PARTY TRANSACTIONS
Payments for consulting services to companies in which Directors and major shareholders have a substantial interest amounted to
NZ$226,185 (2022:NZ$221,287). These payments are detailed as follows:
Group and Parent
2023
NZ$
2022
NZ$
Asia Pacific Capital Group Limited (related to M G Hill)145,000186,300
Stevens and Associates (related to M R Stevens)-22,987
A V Rabone9,60012,000
Kohe Cottages (related to J K Upperton)71,585-
Total226,185221,287
At balance date, creditors included NZ$50,721 payable to related party individuals or companies (2022:NZ$83,586). Related party debtors
totalled nil at balance date (2022:NZ$7,395) and no related party debts were written off during the year.
NEW TALISMAN GOLD
ANNUAL REPORT 2023
22
11. PROPERTY, PLANT & EQUIPMENT
Group and Parent
Fixtures &
fittings
NZ$
Office
equipment
NZ$
Field
equipment
NZ$
Motor
Vehicles
NZ$
Total
NZ$
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)
Year ended 31 March 2023
Carrying amount 1 April 2022253,270148,87110,931163,097
Additions-----
Disposals-----
Depreciation(10)(1,295)(26,245)(1,575)(29,125)
Carrying amount151,975122,6269,356133,972
31 March 2023
Cost1,26051,547262,87844,655360,340
Accumulated Depreciation(1,245)(49,572)(140,252)(35,299)(226,368)
Carrying amount151,975122,6269,356133,972
ASSETS UNDER CONSTRUCTION
Mine developmentGroup
2023
Group
2022
Parent
2023
Parent
2022
NZ$NZ$NZ$NZ$
Balance at beginning of year9,029,76313,385,4139,000,00013,385,413
Development expenditure75,720294,44762,292264,684
Mining exploration costs
released during the period
----
Impairment of mine development (1,205,483)(4,650,097)(1,205,483)(4,650,097)
Correction of an error (refer to note 2)----
Balance at end of year7,900,0009,029,7637,856,8099,000,000
A mine is currently being developed on the Talisman Mining permit and the Capella Vanuatu prospecting license. 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 $36,745 (2022: $34,438).
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
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2023
ANNUAL REPORT 2023NEW TALISMAN GOLD
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2023
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.
At each reporting date the Directors review factors that may indicate impairment.
In the year ended 31 March 2022 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 was therefore been impaired
down to a net book value of $9 million. The Directors have reviewed factors as at 31 March 2023 and determined a further adjustment of
$1,205,483 be made to book value to reflect the value attributed to the assets by the market.
Vanuatu Mine Development
The Directors reviewed all factors as mentioned above that may indicate impairment to the Vanuatu mine development. Given this is a
relatively new development, acquired in July 2021, the Directors believes the noted carrying values relating to CVL are appropriate.
RIGHT OF USE ASSETS
The company has recognised a right of use asset for the lease of the premises situated at 547 Parnell Road, Auckland. The Group had
entered into a lease agreement on 6 October 2020 for a lease term of three years. The Group had previously held a short term lease
agreement for its previous premises situated at 541 Parnell Road, Auckland, hence no right of use asset for these premises were previously
recorded.
Movements in right of use assets are summarised below:
Group Parent
2023
NZ$
2022
NZ$
2023
NZ$
2022
NZ$
Balance at beginning of year46,05764,53946,05764,539
Additions-8,164-8,164
Depreciation Charge(29,088)(26,646)(29,088)(26,646)
Balance at end of year16,96946,05716,96946,057
12. INTANGIBLE ASSETS
Group Parent
2023
NZ$
2022
NZ$
2023
NZ$
2022
NZ$
Prospecting costs
Balance at beginning of year11,63711,63710,57510,575
Development expenditure ----
Impairment of prospecting costs----
Balance at end of year11,63711,63710,57510,575
Group Parent
2023
NZ$
2022
NZ$
2023
NZ$
2022
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.
NEW TALISMAN GOLD
ANNUAL REPORT 2023
24
Group Parent
2023
NZ$
2022
NZ$
2023
NZ$
2022
NZ$
Goodwill
Balance at beginning of year319,228---
Additions -319,228--
Amortisation Charge----
Impairment of Goodwill
Balance at end of year319,228319,228--
Total Intangible Assets 330,865330,86510,57510,575
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 previous year. 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
13. SHARE INVESTMENTS
Group
2023
NZ$
Group
2022
NZ$
Parent
2023
NZ$
Parent
2022
NZ$
Investment in listed companies – at fair value34,85175,75433,20273,984
Unlisted options to acquire – at cost value----
Capella Vanuatu Limited----
Total share investments34,85175,75433,20273,984
Investment in listed companies includes the investment in American Rare Earths Limited.
Capella Vanuatu Limited
The Company acquired 100% of the shares in Capella Vanuatu Limited in 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.
14. SUBSIDIARY COMPANIES
Percent held Incorp Balance Activity
2023 2022 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% 100% 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$Nil) in the company’s statement of financial position. Critical Minerals Resources
Limited did not trade during the year.
Critical Minerals Resources Limited was previously known as Northland Minerals Limited.
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2023
ANNUAL REPORT 2023NEW TALISMAN GOLD
25
15. FINANCIAL INSTRUMENTS
Credit Risk
Financial instruments which potentially subject the company to credit risk principally consist of bank balances and receivables. Surplus
funds are placed in interest bearing accounts with major trading banks and the company does not anticipate non-performance by those
parties. Maximum exposure to credit risk at balance date is represented by the carrying value of the financial instruments. No collateral
is held on these assets and the balances are stated net of recognised impairment losses. Cash at bank represented 97% of total cash and
receivables. The group deals only with banks having at least an A credit rating.
Currency Risk
At present the Company does not hedge foreign currency transaction or translation exposures. The company has exposure to foreign
exchange risk as a result of transactions from normal trading activities mainly denominated in Australian currencies. The company holds
funds in an Australian currency bank account.
Liquidity Risk
Management supervises liquidity through cashflow forecasting, budgeting and by carefully controlling cash outflows from existing cash
resources. The group relies on new equity to fund exploration and mine development expenditure.
Interest Rate Risk
At balance date the company had no exposure to interest rate risks. The table below shows short term deposits held at balance date:
Re-pricing AnalysisEffective Interest RateTotal
NZ$
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.
16. RECONCILIATION OF OPERATING CASHFLOW AND REPORTED DEFICIT
GroupParent
2023
NZ$
2022
NZ$
2023
NZ$
2022
NZ$
Net profit / (loss) after taxation(2,719,514)(5,719,320)(2,717,827)(5,596,080)
Add non-cash items:
Depreciation58,21357,42658,21357,426
Impairment of mine development1,205,4834,650,0971,205,4834,650,097
Inventory Provision314,275314,275
Loss on disposal of property, plant & equipment----
Loss on investment-109,346--
Share revaluation (gain)/loss40,903(54,397)40,783(52,838)
Exchange (gain)/loss1,740(7,505)1,740(4,501)
1,620,6144,754,9671,620,4944,650,184
Add (less) movement in working capital:
Decrease (increase) in debtors7,954(3,423)7,954(3,423)
Increase (decrease) in creditors (32,536)67,860(32,536)67,860
Increase (decrease) in rehabilitation reserve 2,307-2,307-
Decrease (increase) in accrued income----
Decrease (increase) in Development WC----
Decrease (increase) in prepayments(12,992)18,860(12,992)18,860
Decrease (increase) in intercompany loans--509(312,750)
Decrease (increase) in GST(5,023)(7,448)(5,412)(4,018)
(40,290)72,516(40,170)(233,471)
Net cash outflows used in operating activities(1,139,190)(888,504)(1,137,502)(1,179,367)
17. COMMITMENTS
The group has no capital commitments at year end. (2022:Nil).
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2023
NEW TALISMAN GOLD
ANNUAL REPORT 2023
26
18. CONTINGENT LIABILITIES
Group and Parent
Mar 2023
NZ$
Mar 2022
NZ$
Contingent liabilities-817,537
The Company had no contingent liabilities at year end. In the prior year Matthew Hill had filed a claim with the NZ Employment Relations
Authority for $817,537 against the company. The company did not accept that Mr Hill has been an employee of the Company and considered
the claim to have no merit. A settlement was ultimately reached with Mr Hill being paid $145,000 once offset against funds previously
recorded as owing to Mr Hill the net impact on the statement of comprehensive income in the year ended 31 March 2023 was $122,395.
19. NET TANGIBLE ASSETS PER SECURITY
Group and Parent
Mar 2023
NZ$
Mar 2022
NZ$
Net tangible assets
Net tangible assets per security
8,953,396
$0.0216
9,931,494
0.31 cent
20. GOING CONCERN
The Group and Parent financial statements are prepared on a going concern basis which anticipates the Company and entities it controls
will be able to continue its operations for the foreseeable future and will be able to realise its assets and discharge its liabilities and
commitments in the ordinary course of business.
21. EARNINGS PER SHARE
Group
Mar 2023
Group
Mar 2022
Parent
Mar 2023
Parent
Mar 2022
Profit/(loss) from continuing operations
Weighted average number shares
(2,719,514)
323,274,576
(5,719,320)
2,991,094,423
(2,717,827)
323,274,576
(5,596,080)
2,991,094,423
Basic earnings per share
Diluted average shares on issue
(0.06) cent
324,273,422
(0.01) cent
3,008,130,807
(0.06) cent
324,273,422
(0.01) cent
3,008,130,807
Diluted earnings per share(0.06) cent(0.01) cent(0.06) cent(0.01) cent
Weighted average number shares
Weighted average number options
323,274,576
998,845
2,991,094,423
17,036,384
323,274,576
998,845
2,991,094,423
17,036,384
Diluted average share on issue324,273,4223,008,130,807324,273,4223,008,130,807
22. PAYABLES
Group
Mar 2023
NZ$
Group
Mar 2022
NZ$
Parent
Mar 2023
NZ$
Parent
Mar 2022
NZ$
Trade payables132,367167,941132,367167,941
Audit Accrual20,00020,04320,00020,043
Accruals15,53312,45215,53312,452
167,900200,436167,900200,436
Trade Payables
Trade payables are unsecured and are usually paid within 30 days of recognition.
23. EMPLOYEE BENEFITS
Group
Mar 2023
NZ$
Group
Mar 2022
NZ$
Parent
Mar 2023
NZ$
Parent
Mar 2022
NZ$
Balance at beginning of year----
Additional provision----
Amount utilised----
Balance at end of year----
There were no employee benefits during the year.
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2023
ANNUAL REPORT 2023NEW TALISMAN GOLD
27
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2023
24. LEASE LIABILITIES
Lease commitments under non-cancellable operating leases:
Group
Mar 2023
NZ$
Group
Mar 2022
NZ$
Parent
Mar 2023
NZ$
Parent
Mar 2022
NZ$
Balance at beginning of year47,46465,44647,46465,446
Additions-8,164-8,164
Interest Expense1,7022,9071,7022,907
Principal & Interest repayments(31,242)(29,053)(31,242)(29,053)
Balance at end of year17,92447,46417,92447,464
Short term lease liabilities17,92429,54017,92429,540
Long term lease liabilities-17,924-17,924
17,92447,46417,92447,464
25. RECEIVABLES AND PREPAYMENTS
Group
Mar 2023
NZ$
Group
Mar 2022
NZ$
Parent
Mar 2023
NZ$
Parent
Mar 2022
NZ$
Sundry receivables32,65235,58332,60935,583
Prepayments69,78856,79669,78856,796
Intercompany advances--567,638552,601
102,44092,379670,035644,980
Trade Receivables
All financial assets are within the contractual terms. None are overdue and none are impaired. No collateral is held for receivables.
26. CONVERTIBLE NOTE
Group
Mar 2023
NZ$
Group
Mar 2022
NZ$
Parent
Mar 2023
NZ$
Parent
Mar 2022
NZ$
Balance at the beginning of year----
Convertible Note issued1,000,000-1,000,000-
Repayments----
Balance at the end of year1,000,000-1,000,000-
During the period the Company issued a Convertible Note. The note was drawn down on 24 August 2022, incurs interest at 9.50% per
annum, payable quarterly and is repayable on the 18 month anniversary of draw down. The note may be repaid in cash or by way of
conversion to equity at the discretion of the Company.
27. SIGNIFICANT EVENTS SINCE BALANCE DATE
Subsequent to 31 March 2023 the following has occurred:
On 27 April 2023 the Company issued 8,628,451 ordinary shares for $155,312 under shortfall from the Rights Offer.
On 9 June 2023 the Company issued 1,359,288 shares to Coromandel Gold Ltd as part of the tender process of addressing ineligible
investor rights. The Company called for tenders on the available 1,359,288 shares on 8 June 2023 and the tender closes on June 21, 2023.
On 8 June 2023 the Company entered into an engagement to contract agreement with Terra Firma Mining Ltd to manage the operations
of the bulk sampling program.
On 9 June a further 16,666,667 shares were issued to Coromandel Gold Ltd in relation to a subscription agreement that NTL entered into
on 8 June 2023 with Terra Firma Mining Ltd the Subscription agreement allows Terra Firma to obtain shares as partial remuneration of the
contracting agreement entered on 8 June 2023.
No other significant events have occurred since balance date.
NEW TALISMAN GOLD
ANNUAL REPORT 2023
28
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 2023:
DirectorRelevant interest in Ordinary SharesRelevant Interest in listed Options
John Upperton10,188,333-
Samantha Sharif4,846,339-
Holding RangeOrdinary Shares as of 6 June 2023
RangeTotal holdersShares Held% of Issued Capital
1 - 1,000539250,4860.06
1,001 - 5,0005761,656,0950.39
5,001 - 10,0003472,825,7770.67
10,001 - 100,00096838,455,7299.08
100,001 Over468380,315,51389.80
Total2,898423,503,600100.00
TOP 20 ORDINARY SHAREHOLDERS as of 6 June 2023
RankNameUnits% of Units
1.HAMISH EDWARD ELLIOT BROWN75,000,00017.71
2.NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH ACCOUNT>35,464,5628.37
3.BEVERLEY IDA EVANS18,100,0004.27
4.DAVID LYELL COLE12,000,0002.83
5.JOHN KILDARE UPPERTON10,188,3332.41
6.SHARESIES NOMINEE LIMITED <CHILD A/C>6,558,0791.55
7.ALLAN MICHAEL NOBILO + LYNNE NOBILO5,200,0001.23
8.SAMANTHA HIELKJE SHARIF4,846,3391.14
9.PETER WILLIAM HALL4,000,0000.94
10.WILLIAM GEOFFREY KROON3,794,5130.90
11.CHRISTOPHER DAVID ENGLISH + JACQUELINE ENGLISH <KRINGLES SUPER
FUND A/C>
3,575,8910.84
12.CHUNG KAN CHOW3,112,9460.74
13.VAN CHUONG TRAN3,000,0000.71
14.THOMAS HERBERT TEBBS GOTHORP2,890,0870.68
15.TONY CALDER BUTTERICK2,751,9010.65
16.RONALD JOHN SCOTT2,550,0000.60
17.BLACK DUCK INVESTMENTS LIMITED2,445,6530.58
18.SMALL BUSINESS FINANCE PTY LIMITED2,300,0000.54
19.NEHAL RAJAN SINGH2,199,8620.52
20.CHI HUA CHEN2,198,2740.52
Total Top 20 holders of Ordinary Shares202,176,44047.74
Total issued Capital423,503,600
ANNUAL REPORT 2023NEW TALISMAN GOLD
29
CORPORATE GOVERNANCE
In accordance with the NZX Corporate Governance Code 1 April 2023 (“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 2022/2023 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 2023.
EXPLANATIONS FOR DEPARTURES FROM NZX CORPORATE GOVERNANCE CODE 2023
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.
NEW TALISMAN GOLD
ANNUAL REPORT 2023
30
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. Mr Stiassny, Ms Sharif and Victor Rabone are independent
directors of 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 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%
Consultants11100%
TOTAL*5240%
* 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
is a Professional Director with extensive leadership experience
CORPORATE GOVERNANCE
ANNUAL REPORT 2023NEW TALISMAN GOLD
31
in infrastructure, resources, safety critical industries, as well as
investment and capital markets. Mr Stiassny 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
J Upperton19/192/22/2
V Rabone19/192/22/2
M Stiassny19/192/22/2
S Sharif19/192/22/2
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 2022/2023 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
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
CORPORATE GOVERNANCE
NEW TALISMAN GOLD
ANNUAL REPORT 2023
32
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
COMPANY DIRECTORY
DIRECTORS
Samantha Sharif (Independent Chair)
John Upperton (Director)
Michael Stiassny (Independent Director)
Victor Rabone (Independent Director)
COMPANY SECRETARY
S Jane Bell
REGISTERED (HEAD) OFFICE
2b Gibraltar Cres, 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
Claymore Partners
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
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.