NTL Notice of Meeting of Shareholders & Proxy Form

NEW TALISMAN GOLD MINES LIMITED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

New Talisman Gold Mines Limited (“NTL” or the “Company”) advises that its Annual
Meeting of Shareholders will be held on a virtual basis on Tuesday 17 September 2024
commencing at 1.00 pm NZST
Details of how to participate in the Annual Meeting virtually (including as to viewing
presentations, asking questions and voting) are described in this Notice of Meeting.

The business of the Annual Meeting of Shareholders will be:
ITEM A - PRESENTATIONS
(a) The Chair’s address to shareholders.
(b) To receive and consider the Annual Report including the Financial Statements and the
Auditor’s Report for the year ended 31 March 2024.
ITEM B – RESOLUTIONS
To consider and, if thought fit, pass the following ordinary resolutions of the Company:

1. Director Re-election: Michael Stiassny
“That Michael Stiassny, who retires and is eligible for re-election, be re-elected as a
Director of the Company.”

2. Approval of Director Application for Shortfall under the Rights Offer: Samantha
Sharif
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the application
from Samantha Sharif for 1,111,111 shares at NZ$0.018 applied for under shortfall of the
Rights Offer to Shareholders made on 9 July 2024 be accepted and those shares be allotted
as soon as practicable thereafter.”

3. Approval of Director Application for Shortfall under the Rights Offer: Richard
Tacon
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the application
from Richard Tacon for 8,333,333 shares at NZ$0.018 applied for under shortfall of the
Rights Offer to Shareholders made on 9 July 2024 be accepted and those shares be allotted
as soon as practicable thereafter.”

4. Auditor Remuneration
“That the Board be authorised to fix the remuneration of the auditor of NTL for the coming
financial year.”

Further Information
The Explanatory Notes accompanying this Notice of Annual Meeting of Shareholders are
incorporated in, and comprise part of, this Notice of Annual Meeting of Shareholders.

Virtual Webcast meeting
Shareholders can only participate in the annual meeting virtually through our online webcast,
further details of how to participate are described at the back of this notice. To participate,
shareholders will need their CSN or securityholder number which can be found on their
Voting/Proxy Form. Shareholders will be able to view presentations, ask questions and cast
their vote from their own computers, mobiles, or similar devices.

Proxies and representatives
You may exercise your right to vote at the meeting either by being present at the virtual
meeting or by appointing a proxy to attend and vote in your place. A proxy need not be a
shareholder of the Company. A body corporate shareholder may appoint a representative to
attend the meeting on its behalf.
A proxy form is enclosed with this Notice of Annual Meeting of Shareholders. If you wish to
vote by proxy, you must complete the form and deliver it to Computershare, Level 2, 159
Hurstmere Road, Takapuna, Auckland, New Zealand or post to Computershare Private Bag
92119 Auckland 1142 New Zealand, so as to ensure that it is received by 1pm NZ standard
time on Sunday 15 September 2024.

100401149/7880441.1

If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or
your named proxy does not attend the meeting, the Chairman of the meeting will be your
proxy and will vote in accordance with your express direction.
A proxy will vote as directed in the proxy form or, if voting is left to the proxy’s discretion,
then the proxy will decide how to vote on the resolutions (or on any motions from the floor
moved at the meeting). The Chairman and other directors intend to vote any discretionary
proxies in favour of the resolutions.

Voting Restrictions
Samantha Sharif and her Associated Person(s) (as defined in the ASX Listing Rules) are not
permitted to vote on Resolution 2. Richard Tacon and his Associated Person(s) (as defined in
the ASX Listing Rules) are not permitted to vote on Resolution 3. Persons subject to a voting
restriction may not be appointed as a discretionary proxy (but can be appointed as a non-
discretionary proxy and expressly directed how to vote if appointed by a person who is not
disqualified from voting). All persons registered on the Company’s register of shareholders as
the holder of shares as at 5pm on 15 September 2024 shall, subject only to the preceding
restrictions, be entitled to vote at the meeting in person or by proxy.

By order of the Board


Jane Bell
Company Secretary
27 August 2024

EXPLANATORY NOTES
These Explanatory Notes have been prepared for the information of shareholders in relation to
the business to be conducted at the Company’s 2024 Annual Meeting of Shareholders.
All resolutions are ordinary resolutions and require approval of a simple majority of votes cast
at the meeting by shareholders entitled to vote and voting.

Resolution 1 – Director Re-election
Michael Stiassny was appointed as a Director by the Board on 1 November 2021, and then was
appointed by shareholders at the following meeting on 28 Sept 2022. As has been common
practice for the Company Mr Stiassny retires and, being eligible, offers himself for election.
Pursuant to NZX Listing Rules 7.8.3(a) and 7.8.3(b), the Board considers that Mr Stiassny
qualifies as an Independent Director. A brief biography of Mr Stiassny is as follows:

Michael Stiassny
Mr Michael is currently Chair of Two Cheap Cars Limited and Tower Limited, and a director
of a number of other companies.
Michael is a Chartered Fellow of The Institute of Directors in NZ (Inc) (CFInstD) and is also
past President of the Institute of Directors. He is also a life member of RITANZ.
First appointed to the Board on November 1, 2021.

The Board, other than Michael Stiassny, unanimously recommend that shareholders
vote in favour of Resolution 1.

Resolution 2 – Application for Shortfall under the Rights Offer: Samantha Sharif
NTL made an offer of rights to existing shareholders of NTL on 9 July 2024 (the Rights Issue).
The Rights Issue was a pro-rata rights issue of 1 new share for every 1 share held on the record
date before the Rights Issue opened. The purpose of the Rights Issue was to seek working
capital of approximately NZ$2 million (minimum) to fund NTL’s final push to production. The
Rights Issue closed on 26 July 2024. Further detail about the Rights Issue, including NTL’s goals
and purposes can be found in the offer document for the Rights Issue at
https://www.nzx.com/announcements/434155
.
On 2 August 2024, NTL announced that Ms Sharif, a current Independent Director and Chair of
NTL, had applied for shares under shortfall of that offer (the “Shortfall”). Ms Sharif has requested
that the Company seek shareholder approval to accept her application of 1,111,111 shares at
NZ$0.018 for a total of NZ$20,000.
The NZ$0.018 issue price reflects the price offered by NTL under the Rights Issue.

Under ASX Listing Rules 10.11 and 10.11.1, unless one of the exceptions in Listing Rule 10.12
applies, the Company must not issue or agree to issue equity securities, including ordinary shares,
to a related party (or an associate or a related party) without the approval of the holders of its
ordinary securities. A ‘related party’ is defined under ASX Listing Rule 19 to include, in relation
to a body corporate, ‘directors of the body corporate’. Ms Smith is a director of the Company
and therefore a related party of the Company under Listing Rule 10.11.1 and as such, the issue
of shares under the Shortfall to Ms Sharif requires shareholder approval. Therefore, the Company
is seeking approval from its shareholders at the Annual Meeting to approve the issue of shares
under the Shortfall to Ms Sharif.

Resolution 2 seeks the required shareholder approval to the issue of shares under the Shortfall
to Ms Sharif under and for the purposes of Listing Rule 10.11.

If Resolution 2 is passed, the Company will be able to proceed with the issue of shares under
the Shortfall to Ms Sharif and the Company will receive and be able to use a total of NZ$20,000
subscription funds from Ms Sharif for those shares.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of shares
under the Shortfall to Ms Sharif and any monies received by the Company from Ms Sharif for
those shares will be returned.

For the purposes of the NZX Listing Rules, Ms Sharif’s proposed participation in the shortfall is
considered as part of the shortfall placement and therefore does not require approval of the
shareholders.

The details required under ASX Listing Rule 10.13 are provided below.

Name Samantha Sharif
ASX Category ASX Listing Rule 10.11.1 – a related party.
Number and class of Number: subscription amount / issue price
securities to be issued


NZ$20,000 / NZ$0.018

1,111,111 (rounded down to the closest decimal

point)

Class: Fully paid ordinary shares
Date of issue If approved at the Annual Meeting, as soon as practicable
thereafter and in any event no later than 17 October 2024,
being not more than one month after the date of the Annual
Meeting.
Price for the issue NZ$0.018 per share.

NZ$20,000.00 total.
Purpose of the issue
Application by Ms Sharif in the Shortfall in connection with the
Company’s pro-rata rights issue (“Rights Issue”). The Rights
Issue was undertaken to assist the Company in raising working
capital to fund its final push to production of the Talisman mine.

Voting exclusion
statement
The Company will disregard any votes cast in favour of
Resolution 2 by or on behalf of:

• the person who is to receive the securities in
question and any other person who will obtain a
material benefit as a result of the issue of the
securities (except a benefit solely by reason of being
a holder of ordinary securities in the entity), being
Samantha Sharif; or

• an associate of Samantha Sharif.

However, this does not apply to a vote cast in favour of a
resolution by:

• a person as proxy or attorney for a person who is
entitled to vote on the resolution, in accordance with
directions
given to the proxy or attorney to vote on
the resolution in that way; or

• the chair of the meeting as proxy or attorney for a
person who is entitled to vote on the resolution, in
accordance with a direction given to the chair to vote
on the resolution as the chair decides; or

• a holder acting solely in a nominee, trustee, custodial
or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:

o the beneficiary provides written confirmation
to the holder that the beneficiary is not
excluded from voting, and is not an associate
of a person excluded from voting, on the
resolution; and

o the holder votes on the resolution in
accordance with directions given by the
beneficiary to the holder to vote in that way.



The Board, other than Samantha Sharif, unanimously recommends that shareholders
vote in favour of Resolution 2.

Resolution 3 – Application for Shortfall under the Rights Offer: Richard Tacon
NTL made its Rights Issue to existing shareholder of NTL on 9 July 2024. On 2 August 2024, NTL
announced that Mr Tacon, a current independent Director of NTL, has applied for shares under
the Shortfall. Mr Tacon has requested that the Company seek shareholder approval to accept his
application of 8,333,333 shares at NZ$0.018 for a total of NZ$150,000.

The NZ$0.018 issue price reflects the price offered by NTL under the Rights Issue.

Under ASX Listing Rules 10.11 and 10.11.1, unless one of the exceptions in Listing Rule 10.12
applies, the Company must not issue or agree to issue equity securities, including ordinary shares,
to a related party (or an associate or a related party) without the approval of the holders of its
ordinary securities. A ‘related party’ is defined under ASX Listing Rule 19 to include, in
relation to a body corporate, ‘directors of the body corporate’. Mr Tacon is a director of the
Company and therefore a related party of the Company under Listing Rule 10.11.1 and as such,
the issue of shares under the Shortfall to Mr Tacon requires shareholder approval. Therefore,
the Company is seeking approval from its shareholders at the Annual Meeting to approve the
issue of shares under the Shortfall to Mr Tacon.

Resolution 3 seeks the required shareholder approval to the issue of shares under the Shortfall
to Mr Tacon under and for the purposes of Listing Rule 10.11.

If Resolution 3 is passed, the Company will be able to proceed with the issue of shares under
the Shortfall to Mr Tacon and the Company will receive and be able to use a total of NZ$150,000
subscription funds from Mr Tacon for those shares.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of shares
under the Shortfall to Mr Tacon and any monies received by the Company from Mr Tacon for
those shares will be returned.
For the purposes of the NZX Listing Rules, Mr Tacon’s proposed participation in the shortfall is
considered as part of the shortfall placement and therefore does not require approval of the
shareholders.

The details required under ASX Listing Rule 10.13 are provided below.

Name Richard Tacon
ASX Category ASX Listing Rule 10.11.1 – a related party.
Number and class of
securities to be issued
Number:
subscription amount / issue price
NZ$150,000 / NZ$0.018
8,333,333 (rounded down to the closest decimal
point)
Class: Fully paid ordinary shares
Date of issue If approved at the Annual Meeting, as soon as practicable
thereafter and in any event no later than 17 October 2024,
being not more than one month after the date of the Annual
Meeting.
Price for the issue NZ$0.018 per share.

NZ$150,000.00 total.
Purpose of the issue
Application by Richard Tacon in the Shortfall in connection
with the Company’s pro-rata rights issue (“Rights Issue”).
The Rights Issue was undertaken to assist the Company in
raising working capital to fund its final push to production of
the Talisman mine.

Voting exclusion
statement
The Company will disregard any votes cast in favour of
Resolution 3 by or on behalf of:

• the person who is to receive the securities in
question and any other person who will obtain a
material benefit as a result of the issue of the
securities (except a benefit solely by reason of being
a holder of ordinary securities in the entity), being
Richard Tacon; or

• an associate of Richard Tacon.

However, this does not apply to a vote cast in favour of a
resolution by:

• a person as proxy or attorney for a person who is
entitled to vote on the resolution, in accordance with
directions given to the proxy or attorney to vote on
the resolution in that way; or

• the chair of the meeting as proxy or attorney for a
person who is entitled to vote on the resolution, in
accordance with a direction given to the chair to vote
on the resolution as the chair decides; or


The Board, other than Richard Tacon, unanimously recommend that shareholders vote
in favour of Resolution 3.


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

All Resolutions Interdependent
None of Resolutions 1 to 4 are dependent on shareholders voting in favour of
one or the other.
• Resolution 1 will pass even if shareholders do not vote in favour of
Resolutions 2, 3 and/or 4.
• Resolution 2 will pass even if shareholders do not vote in favour of
Resolutions 1, 3 and/or 4.
• Resolution 3 will pass even if shareholders do not vote in favour of
Resolutions 1, 2 and/or 4.
• Resolution 4 will pass even if shareholders do not vote in favour of
Resolutions 1, 2 and/or 3.

PARTICIPATION IN VIRTUAL MEETING
Due to our shareholders being located across New Zealand and Australia, as well as other parts
of the world, the Annual Meeting will be held virtually. All shareholders will have the opportunity
to attend and participate in the Annual Meeting online via an internet connection using a
computer, laptop, tablet, or smartphone. Shareholders will not be able to attend the Annual
Meeting in person but only through the internet or smartphone app.

Shareholders and proxyholders can watch and vote during the virtual Annual Meeting via the
online platform at: https://ntlasm2024.anzpac.chime.live

To do this, you will need a computer or mobile/tablet device with internet access.
Shareholders: when you log onto the online platform, you will need to provide your username
and password. Your username is your CSN/shareholder number, and your password will be
your postcode or country of residence (if outside New Zealand).
Proxyholders: log-in details will be emailed to proxyholders (in the event that the nominated
proxy holder is not the New Talisman Chairman). This is reliant on shareholders disclosing
their nominated proxy’s email address when they appoint their proxy.
More information about how to use the Annual Meeting online platform is available in the virtual
meeting online guide, which is available on our website and on page 6 in this document.
Shareholders may vote on the resolutions to be put to shareholders, by using their own
computers or mobile devices through the online participation portal. Shareholders may also send
questions in advance of the meeting via the online participation portal.

Other options for voting
If you are unable to join us at the Annual Meeting, we encourage you to appoint a proxy to
attend and vote on your behalf. If you direct your proxy how to vote, your votes will be cast at
the meeting in accordance with your directions.
Shareholders can appoint a proxy online at
http://www.investorvote.co.nz or by following the instructions on the proxy/voting form that
you will receive from our share registrar, Computershare. These must be submitted by no later
than 1:00pm (NZST) on Sunday 15 September 2024 to be valid.
Even if you plan to attend the virtual meeting, you are encouraged to submit a directed proxy
in advance of the meeting so that your votes can still be counted if for any reason you cannot
attend (for example, if there is an issue with your internet connection on the day of the
meeting).

How to ask questions
We strongly encourage you to submit written questions to directors and New Talisman’s
auditor in advance of the meeting at: https://ntlasm2024.anzpac.chime.live
During the course of the meeting, we will address as many of the more frequently raised
relevant questions received before 1:00pm (NZST) on Sunday 15 September 2024 as possible.

DIRECTIONS REGARDING THE MEETING
Eligibility to attend and vote
You are eligible to vote and attend the Annual Meeting if you are recognised as a shareholder
at 5.00pm (NZST) on 15 September 2024. Transactions registered after that time will be
disregarded in determining entitlements to attend and vote at the Annual Meeting.
Registration
Your registration will be assumed if our system logs you as present. We will identify
shareholders registered as attending the Annual Meeting using your unique CSN/shareholder
number, which you will use as your username to gain access.
You can assess our online Annual Meeting portal from the date of this notice of meeting;
however, the voting function will only be accessible once the Annual Meeting commences.

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

Appointing a proxy
You can appoint a proxy to attend and vote on your behalf as an alternative to attending the
meeting.
You may appoint a proxy either online at www.investorvote.co.nz or by completing and
submitting your voting/proxy form, which is enclosed at the back of this document, where full
details are disclosed on how to appoint a proxy. Your proxy submission must be received no
later than 1:00pm (NZST) on 15 September 2024.
A proxy need not be a shareholder and may be an individual or a company. If you are a
shareholder entitled to cast two or more votes, you may appoint up to two proxies. If you
appoint two proxies, you will need to submit two voting/proxy forms. You may specify the
proportion or number of votes each proxy is appointed to exercise; if this is not specified, each
proxy may exercise half of the votes disregarding fractions.
Any instrument of proxy deposited or received by the Company in which the name of the
appointee is not filled in shall be deemed to be given in the favour of the Chairman.
Submitting your voting/proxy form
Your submission must be received by no later than 1:00pm (NZST) on 15 September 2024.
You can appoint your proxy:
Online: www.investorvote.co.nz

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

VIRTUAL MEETING ONLINE GUIDE
Getting started
• Please make sure your browser is up to date on your smartphone, tablet, or
computer. Chime Live works with all major browsers.
• The New Talisman Gold Mines Limited Virtual Annual Meeting (New Talisman ASM)
will be available at https://ntlasm2024.anzpac.chime.live

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


Logging in
• You will need to enter in two identifying factors to gain entry to the New Talisman
Gold Mines Ltd Annual Meeting online portal.
• The first is your log-in name, which is your CSN/security holder number which was
assigned to you when you became a shareholder of New Talisman by our share
registrar, Computershare. Your CSN/security holder number will be on
communications sent to you by Computershare with regard to your shareholding.
• The second is a password. This will be your postcode or country of residence (if
outside New Zealand).
• If you opt to appoint a proxy and the proxy is not the New Talisman Chairman, you
will need to provide your proxy’s email address so that we can email your proxy their
log-in details. The email address can be provided via the same channels that you
appoint a proxy, which will be detailed on your voting/proxy form. Cut-off times
apply for appointing a proxy which are also detailed on this form.
Home page
• Click the start button on the home page, you can navigate the New Talisman ASM
platform via the menu located on the left-hand side of the page.
Voting
• The online voting function will open once the Annual Meeting goes live, which is
1:00pm New Zealand standard time on Tuesday 17 September 2024. The voting
function will close on the cessation of the meeting by the Chairman.
• Each resolution to be voted on is listed in order and you can select from three voting
options: In Favour, Against or Abstain.
• To vote, you need to click on one of the voting options buttons. The button of the
option selected will change colour and a small lock icon will appear in the bottom
right-hand corner.
• Up until the Chairman closes the poll, you may change their vote, by clicking on the
lock icon of their previous choice and then selecting their preferred option.
• Final voting results will be released to the market once the New Talisman ASM has
ended and all votes have been counted.

Questions
• We strongly encourage you to submit questions for Directors or auditors via the New
Talisman ASM online portal in advance of the meeting. During the course of the
meeting, we will address as many of the more frequently raised relevant questions
received before 1:00pm (NZST) on 15 September 2024 as possible.
• Once in the online portal, you can submit your questions via the Ask a Question tab
on the left-hand menu.. Only you will be able to view your questions submitted.


Live streaming of the Annual Meeting
• The format of New Talisman’s virtual Annual Meeting will be audio with a shared
screen.
• To access the live audio stream, you can click on the video camera icon located at the
top right-hand side of the page.
• The live stream will start 1:00pm New Zealand standard time on Tuesday 17
September 2024.


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

VIRTUAL MEETING
Due to our shareholders being located across New Zealand and Australia, as well as other parts of the world,
the Annual Meeting will be held virtually at https://ntlasm2024.anzpac.chime.live.
All persons registered on the Company’s register of shareholders as the holder
of shares as at 5pm on 15 September 2024 shall, subject only to the preceding
restrictions, be entitled to vote at the meeting in person or by proxy
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
At least one joint security holder should sign this form (on behalf of all joint
security holders). If different joint security holders purport to appoint different
proxies, the vote of the proxy appointed by the first named joint security holder
will prevail.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director, authorised signatory or attorney.
Please sign in the appropriate place and indicate the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the virtual meeting, you may appoint a proxy. The
Chairman of the meeting, or any other director, is willing to act as proxy for any
shareholder who wishes to appoint him or her for that purpose. To do this, enter
‘the Chairman’ or the name of your proxy in the space allocated in ‘Step 1’of
this form. Alternatively you can appoint a proxy online at www.investorvote.co.nz.
The Chairman and other directors intend to vote any discretionary proxies in
favour of the resolutions. If, in appointing a proxy, you have inadvertently not
named someone to be your proxy (on the enclosed proxy form), or your named
proxy does not attend the virtual meeting, the Chairman of the meeting will be your
proxy and will vote in accordance with your express direction.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote as they choose. If you
mark more than one box on an item your vote will be invalid on that item.
Attending the Meeting
Attendance and participation will be through a live webcast, accessed through an
internet connected computer, tablet, smartphone or similar device. Please refer
to the Notice of Meeting that accompanies this Voting and Proxy Form, for further
instructions.
Voting Restriction
Samantha Sharif and her Associated Person(s) (as defined in the ASX Listing Rules)
are not permitted to vote on Resolution 2. Richard Tacon and his Associated
Person(s) (as defined in the ASX Listing Rules) are not permitted to vote on
Resolution 3. Persons subject to a voting restriction may not be appointed as a
discretionary proxy (but can be appointed as a non-discretionary proxy and
expressly directed how to vote if appointed by a person who is not disqualified
from voting).
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Proxy/Voting Form
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Turn over to complete the form to vote
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 1.00pm (NZST) Sunday, 15 September 2024.

If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and
email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
I/We being a shareholder/s of New Talisman Gold Mines Limited
Items of Business - Voting Instructions
STEP 2
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be
counted in computing the required majority. If you return this form without directing the proxy how to vote on any particular matter, the proxy will
vote as he or she thinks fit.
Signature of Securityholder(s) This section must be completed.
SIGN
Individual/Authorised officer or attorneyIndividual/Authorised officer or attorneyIndividual/Authorised officer or attorney
Securityholder 1Securityholder 2 (if applicable)Securityholder 3 (if applicable)
Contact Name Contact Daytime Telephone Date
ForAgainst
Abstain
Proxy
Discretion
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the virtual Annual Meeting of Shareholders
of New Talisman Gold Mines Limited to be held on Tuesday, 17 September 2024 at 1.00pm (NZST) and at any adjournment of that meeting.
Shareholders can still attend the meeting electronically, even if they have appointed a proxy (although they
will not be able to vote if a proxy has been appointed).
Ordinary Business
Resolution 1.

That Michael Stiassny, who retires and is eligible for re-election, be re-elected as a Director of the Company.
Resolution 2.
That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the application from Samantha
Sharif for 1,111,111 shares at NZ$0.018 applied for under shortfall of the Rights Offer to Shareholders made
on 9 July 2024 be accepted and those shares be allotted as soon as practicable thereafter.
Resolution 3.
That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the application from Richard
Tacon for 8,333,333 shares at NZ$0.018 applied for under shortfall of the Rights Offer to Shareholders made
on 9 July 2024 be accepted and those shares be allotted as soon as practicable thereafter.
Resolution 4.
That the Board be authorised to fix the remuneration of the auditor of NTL for the coming financial year.