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NTL 2023 Annual Report

Annual Report30 June 2023NTLIndustrials

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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

2

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

NEW TALISMAN GOLD
ANNUAL REPORT 2023

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TO COME

ANNUAL REPORT 2023NEW TALISMAN GOLD
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TO COME

NEW TALISMAN GOLD
ANNUAL REPORT 2023

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TO COME

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TO COME

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ANNUAL REPORT 2023

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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
13

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

14

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.