NTL Annual Report - 31 March 2025
ANNUAL REPORT 2025
www.newtalisman.co.nz
NEW TALISMAN GOLD MINES ANNUAL REPORT 2025
2 |
ANNUAL REPORT 2025
NEW TALISMAN GOLD MINES
Scaling post blasting on Mystery Vein
Processing plant shaker table in operation
Ball Mill in situ
CONTENTS
Directors’ Report 3
Board of Directors 5
Audit Report 6
Financial Statements 8
Notes to the Financial Statements 12
Tenement Schedule 22
Additional Information 28
Corporate Governance 29
Company Directory back page
NEW TALISMAN GOLD MINES
ANNUAL REPORT 2025
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CHAIRMAN’S REPORT
Dear Shareholders
New Talisman’s Financial Year to 31st March 2025 was a year in which the Company built momentum and progressed
our strategic plan. Following frustrating delays with Department of Conservation’s renewal of the Access Arrangement
(AA) to the Talisman mine, the company was successful in gaining a 5 year AA. The Company then progressed the
funding and purchase of a processing plant, relocated it to New Zealand and now have that installed and operating. The
year saw the Company continue on its path to deliver the Strategic Plan’s objectives of exploring the Mystery vein while
creating a second means of egress and generating revenue. The processing plant purchase and commissioning has
removed a reliance on external providers and given greater autonomy and certainty for NTL by solving the long term
issue of a processing route for the Talisman ore, gold and other precious metals that we aim to extract from the mine.
We are also in final discussions with refiners as we develop a clearer picture of how best to refine the processed Talisman
ore – with a view to finalising our options for gold and other precious metals extraction.
Highlights during the year:
• Granted five year Access Arrangement from
Dept of Conservation.
• Made a preliminary application to be
included in the Fast Track Approvals Bill.
That application was declined, but the
fast-track route remains an option for us
when The Company considers the best route
to obtain a full mining permit.
• Located, purchased and shipped a modular
gravity separation plant with 100 tonnes per
day processing capacity.
• Arranged unsecured loan facilities from two
NTL Directors and NTL’s largest shareholder
to support the company.
• Entered into Agreements with Terra Firma
Mining Ltd to lease premises and process ore
produced by the Talisman Mine.
• Rahu Minerals Exploration Permit Granted in
December 2024.
• Satisfied all DOC Access Arrangement
conditions and received Authority to Enter
and Operate (AEO) at Talisman.
• Processing Plant installation commenced.
• Appointed a General Manager to take us to
our production phase.
• Independent Director Michael Stiassny
reappointed at ASM.
• Completed a Rights Issue raising a total of
$2.41m.
• Partial Conversion to shares of Convertible
Loan Note held by NTL’s largest shareholder.
• Successful Private Placement.
• Voluntary Delisting from ASX.
• Provided a facility for Unmarketable Parcels
to be Disposed.
We are on track to achieve the key objectives of our
strategic plan. Our guiding principles remain safe,
cost-effective, and sustainable mining practices –
prerequisites to ensure we have a viable business model
for many years to come.
Rahu
In December 2024 NTL announced its wholly owned
subsidiary Rahu Resources Pty Ltd was granted Minerals
Exploration Permit 61017.
The Permit area covers some 387 hectares, in part
adjoining the Mining Permit that New Talisman holds for
the Talisman mine.
The Permit is for a period of 5 years which will coincide
with the Talisman mine’s first meaningful production in
decades. This neighbouring Minerals Exploration Permit
to our primary target of Talisman is a logical step for the
company. In the longer term establishing a possible new
JORC Resource in vicinity to our existing operation gives us
the chance to build our Resource base and extend our life
of operations.
NEW TALISMAN GOLD MINES ANNUAL REPORT 2025
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Vanuatu
While the Company had obtained a two year extension of
time for prospecting license PL1851 in Vanuatu, it wished
to engage with a joint venture partner to progress the
project. Despite some expressions of interest, NTL was
not able to secure a joint venture partner. In April 2025
the Board made the decision to relinquish its permit in
Vanuatu and has advised the Vanuatu government
accordingly. NTL has now begun the process of winding
down its interests in Vanuatu. The Vanuatu Project is
already fully impaired.
During the year, NTL also provided a facility for small
shareholders to dispose of unmarketable parcels (below
NZ$1,000), without incurring brokerage fees. This will also
result in ongoing savings for NTL in Registry fees and
administration.
In closing, I note that our auditor has expressed a
disclaimer of opinion relating to our audited Financial
Statements – primarily due to the lack of an updated
valuation. The Board remains of the view that it will be far
more meaningful to conduct a valuation once we have
a larger set of samples and assay results from Talisman
– and it remains our focus to begin Bulk Sampling and
increase our understanding of the mine and its resources
before hand.
In addition, the Board has reviewed the accounting
treatment for its assets in accordance with IFRS
standards prior to finalising the Company’s preliminary
financial statements for 2025. As a result of this review,
the Board retained the impairments relating to Vanuatu
and Rahu, but fully reversed the impairment relating
to Talisman. The note on page 22 of our final Audited
Financial Statements for 2025 provides more detail on
this.
It is notable that many of our current shareholders have
been supporting the Company for many years, I would
like to once again acknowledge the support of those
shareholders, stakeholders and fellow Board members
for supporting us through our ongoing transition to
Producing Explorer, centred on delivering results for
Shareholders, the majority of whom are everyday Kiwis,
living and working in New Zealand.
Samantha Sharif
Independent Chair, New Talisman Gold Mines Limited
Drone image showing small environmental footprint of the Talisman mine compound
NEW TALISMAN GOLD MINES
ANNUAL REPORT 2025
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BOARD OF DIRECTORS
Ms Samantha Sharif, LLM (Hons), LLB (Hons),
Grad Dip CSP, CFInstD
Chair and Independent Non-executive Director
Samantha Sharif is a Professional Director with extensive
leadership experience in infrastructure, resources, safety
critical industries, as well as investment and capital
markets.
Ms Sharif is an experienced Board and Board Committee
Chair, and a Chartered Fellow 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: Chair Kiwifruit New Zealand,
Chair Carbn Group, SIL/MFL Mutual Funds – Director,
Edison Consulting Group - Director, Auto Stewardship NZ
- Trustee/Director.
First appointed November 1, 2021.
Michael Stiassny LLB, BCom, CFInstD
Independent Non-executive Director
Michael is currently Chair of Two Cheap Cars Limited,
Tower Limited and Being AI Limited and a director of LPF
Group Litigation Funding, Skyline Aviation Limited, Tegel
Foods Limited, Fiber Fresh GP Limited and a number of
private 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 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 19 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 elected September 29, 2021
Mr Richard Tacon, FAusIMM
Independent Non-executive Director
Mr Tacon is an experienced Mine Operator and
Company Director with over 40 years of operational
experience in all facets of mining gained in New Zealand
and internationally. He has specialised expertise in
underground and open cast coal mining.
Richard’s experience includes project feasibility analysis,
management of operations and environmental
management. He is presently the CEO of Bathurst
Resources, an ASX listed resources company with
operations and projects in New Zealand and Canada.
Richard is also a director of BT Mining Limited (BT Mining),
an incorporated joint venture company with Talleys
Energy Ltd and of which BRL is a 65% owner. He sits on the
board of the New Zealand Mines Rescue Trust, Straterra,
and Minerals West Coast.
He studied Mineral Technology at Otago University, before
obtaining a coal mining certificate from TAFE (Technical
and Further Education) NSW in 1984. He holds first, second
and third class mining qualifications from NSW and First
Class Coal Mine Managers, A Grade Quarry and Senior
Site Executive Certificates of Competency in New Zealand.
First elected September 7, 2023.
NEW TALISMAN GOLD MINES ANNUAL REPORT 2025
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6 | ANNUAL REPORT 2025 NEW TALISMAN GOLD MINES
Level 9, 45 Queen Street, Auckland 1010
PO Box 3899, Auckland 1140
New Zealand
T: +64 9 309 0463
F: +64 9 309 4544
E: auckland@bakertillysr.nz
W: www.bakertillysr.nz
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of New Talisman Gold Mines Limited
Disclaimer of Opinion
We were engaged to audit the consolidated financial statements of New Talisman Gold Mines Limited and its
subsidiaries ('the Group') on pages 8 to 27, which comprise the consolidated balance sheet as at 31 March 2025,
and the consolidated statement of comprehensive income, consolidated statement of changes in equity and
consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements,
including material accounting policy information.
We do not express an opinion on the accompanying consolidated financial statements of the Group. Because of
the significance of the matter described in the Basis for Disclaimer of Opinion section of our report, we have not
been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these
consolidated financial statements.
Our report is made solely to the Shareholders of the Group. Our audit work has been undertaken so that we might
state to the Shareholders of the Group those matters we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other
than the Shareholders of the Group as a body, for our audit work, for our report or for the opinions we have formed.
Basis for Disclaimer of Opinion
The consolidated balance sheet includes net assets totalling $15,266,146 related to the Talisman Mine cash-
generating unit. This represents a substantial proportion of the Group’s consolidated financial statements. As part
of our audit procedures, we have been unable to obtain sufficient appropriate audit evidence in relation to the
recoverable amount of the Talisman Mine cash-generating unit, in particular with respect to the amount of gold to
be recovered and timing of such recoveries within the intended mining plan and, consequently, the extent of any
forecast cash flows arising from the Talisman Mine project. We refer to note 11 of the consolidated financial
statements which details the Group’s approach to impairment of assets.
As a result of this matter, we were unable to determine whether any adjustments were necessary in respect of the
elements of the Group’s Talisman Mine cash-generating unit and the elements making up the consolidated balance
sheet, the consolidated statement of comprehensive income and the consolidated statement of changes in equity.
Other Matter
The consolidated financial statements of New Talisman Gold Mines Limited for the year ended 31 March 2024 were
audited by another auditor who expressed an unmodified opinion on those statements on 2 July 2024.
Responsibilities of the Directors for the C onsolidated Financial Statements
The Directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated
financial statements in accordance with New Zealand Equivalents to International Financial Reporting Standards
('NZ IFRS') and International Financial Reporting Standards ('IFRS'), and for such internal control as the Directors
NEW TALISMAN GOLD MINES
ANNUAL REPORT 2025
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NEW TALISMAN GOLD MINES ANNUAL REPORT 2025 | 7
determine is necessary to enable the preparation of the consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible on behalf of the Group for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group
or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our responsibility is to conduct an audit of the Group’s consolidated financial statements in accordance with
International Standards on Auditing (New Zealand) ('ISAs (NZ)') and to issue an auditor’s report. However, because
of the matter described in the Basis for Disclaimer of Opinion section of our report, we were not able to obtain
sufficient appropriate audit evidence to provide a basis for an audit opinion on the consolidated financial statements
We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of
Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by the
New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code.
Other than in our capacity as auditor we have no relationship with, or interests in, New Talisman Gold Mines Limited
or any of its subsidiaries.
The engagement partner on the audit resulting in this independent auditor’s report is J A Daubney.
BAKER TILLY STAPLES RODWAY AUCKLAND
Auckland, New Zealand
25 June 2025
NEW TALISMAN GOLD MINES ANNUAL REPORT 2025
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NEW TALISMAN GOLD MINES LIMITED
Consolidated Statement of Comprehensive Income
For year ended 31 March 2025
Note2025
NZ$
2024
NZ$
Operating income223,75252,041
Administrative expenses3, 5(772,857)(757,959)
Operating expenses (986,950)(585,898)
Impairment losses11(13,404)(380,039)
Reversal of Impairment losses115,855,580-
Gain/(loss) from operations 4,106,121(1,671,855)
Finance Costs4(63,347)(129,104)
Net profit/(loss) for the year
4,042,774(1,800,959)
Other Comprehensive Income / (Loss)--
Total comprehensive income/(loss)4,042,774(1,800,959)
Net profit/(loss) attributable to equity holders of the parent4,042,774(1,800,959)
Comprehensive profit/(loss) attributable to equity holders of the
parent
4,042,774(1,800,959)
Earnings per share
Basic earnings/(loss) per share
From continuing operations0.0063 (0.0041)
Diluted earnings/(loss) per share
From continuing operations0.0063 (0.0041)
The accompanying notes form part of these financial statements and should be read in conjunction with this statement
NEW TALISMAN GOLD MINES
ANNUAL REPORT 2025
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NEW TALISMAN GOLD MINES LIMITED
Consolidated Statement of Changes in Equity
For the Year Ended 31 March 2025
20252024
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$
Equity at beginning
of year
41,471,041-(33,359,532)8,111,50940,714,88728,800(31,558,573)9,185,114
Profit/(Loss)-
-
4,042,7744,042,774-
-
(1,800,959)(1,800,959)
Net proceeds from
share capital issued
82,795,501
-
-2,795,501479,779
(28,800)
-450,979
Partial Conversion of
Loan Note
8688,301--688,301276,375--276,375
Equity at end of year 844,954,843-(29,316,758)15,638,08541,471,041-(33,359,532)8,111,509
The accompanying notes form part of these financial statements and should be read in conjunction with this statement
NEW TALISMAN GOLD MINES ANNUAL REPORT 2025
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NEW TALISMAN GOLD MINES LIMITED
Consolidated Balance Sheet
As at 31 March 2025
Note2025
NZ$
2024
NZ$
Equity
Share Capital844,954,84341,471,041
Accumulated Deficit(29,316,758)(33,359,532)
15,638,0858,111,509
Non current liabilities
Convertible Note27-723,625
Long Term Lease Liabilities2393,134-
Rehabilitation Reserve11434,279416,700
Total Non current liabilities527,4131,140,325
Current liabilities
Trade and Other Payables22399,696225,014
Convertible Note2735,324-
Short Term Lease Liabilities2373,829-
Total current liabilities508,849225,014
Total liabilities 1,036,2621,365,339
Total equity and liabilities 16,674,3479,476,848
Current assets
Cash and cash equivalents640,395480,997
Trade and other receivables24100,79049,740
Other Financial Assets2656829,676
Other Assets25180,905271,455
Total current assets 922,658831,868
Non-current assets
Other Financial Assets26175,000105,000
Property, plant & equipment101,043,785105,508
Mine Development1114,354,3978,422,835
Exploration & Evaluation1111,63711,637
Right of use assets12166,870-
Total non-current assets
15,751,6898,644,980
Total assets
16,674,3479,476,848
For and on behalf of the Board:
S Sharif (Chair) M P Stiassny
Dated: 25 June 2025 Date: 25 June 2025
The accompanying notes form part of these financial statements and should be read in conjunction with this statement
NEW TALISMAN GOLD MINES
ANNUAL REPORT 2025
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Note2025
NZ$
2024
NZ$
Cash flows from operating activities
Cash was provided from:
Interest received21,57143,041
21,57143,041
Cash was disbursed to:
Interest expense on leases(693)(300)
Interest expense on Convertible Note(57,066)(19,771)
Payments to suppliers and employees(1,500,208)(1,315,142)
(1,557,967)(1,335,213)
Net cash outflows used in operating activities16(1,536,396)(1,292,172)
Cash flows from investing activities
Cash was provided from:
Proceeds from sale of shares31,280-
31,280-
Cash was applied to:
Prospecting and mine development expenditure(89,388)(339,909)
Purchase of property, plant and equipment(971,774)-
Purchase of Investments(70,000)-
(1,131,162)(339,909)
Net cash outflows used in investing activities (1,099,882)(339,909)
Cash flows from financing activities
Cash was provided from:
Issue of Shares8 2,991,569247,751
2,991,569247,751
Cash was applied to:
Issuance costs8196,068-
Lease liabilities & right of use assets-(17,924)
196,068(17,924)
Net cash inflows from/(used in) financing activities 2,795,501229,827
Net (decrease) / increase in cash held159,223(1,402,254)
Effect of changes in exchange rates 175518
Cash and cash equivalents at beginning of year480,9971,882,733
Cash and cash equivalents at end of year 640,395480,997
CASH AND CASH EQUIVALENTS COMPRISES:
Cash at bank640,395480,997
640,395480,997
All cash balances are available without restriction. The Company also has NZ$175,000 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 $100,000 bond on behalf of the Department of Conservation held for any potential mining
rehabilitation.
The accompanying notes form part of these financial statements and should be read in conjunction with this statement
NEW TALISMAN GOLD MINES LIMITED
Consolidated Statement of Cash Flows
For year ended 31 March 2025
NEW TALISMAN GOLD MINES ANNUAL REPORT 2025
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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 was listed on the
Australian Stock Exchange (ASX) until 23 Dec 2024 when it
voluntarily delisted.
The company is an FMC reporting entity for the purposes
of the Financial Markets Conduct Act 2013 and the financial
statements have been prepared in accordance with the
Financial Reporting Act 2013 and the Companies Act 1993.
The consolidated financial statements comprise the results
of New Talisman Gold Mines Limited (the “Company”)
and its subsidiaries (together the “Group”). The group is
engaged in mine development and mineral exploration.
These financial statements were approved for issue by the
Directors on 25 June 2025.
The financial report has been prepared on a going
concern basis.
Statement of compliance
These consolidated financial statements have been
prepared in accordance with New Zealand generally
accepted accounting practice (NZ GAAP), and comply
with New Zealand equivalents to the International Financial
Reporting Standards (NZ IFRS) and with International
Financial Reporting Standards (IFRS).
The Company is a Tier 1 for profit entity.
Measurement base
The consolidated financial statements have been
prepared on a historical cost basis.
The consolidated financial statements are 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, the
assessment requires a degree of estimation and
judgement(refer to (g) in this report for further details).
and
• the anticipated rehabilitation costs at the conclusion
of mining. (refer to (d) in this report for further details).
• The useful life of property, plant and equipment. (refer
to (e) in this report for further details).
• The recognition of deferred tax (refer to (q) in this
report for further details).
• Measure of leases (refer to (p) in this report for further
details)
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 material accounting policies adopted in the
preparation of the consolidated financial statements are
set out below. The policies have been consistently applied
to all the years presented, unless otherwise stated.
(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) Exploration and evaluation costs
Exploration and evaluation costs have been capitalised
on the basis that the Group will commence commercial
production in the future, from which time the costs will be
amortised in proportion to the depletion of the mineral
resources. Key judgements are applied in considering
costs to be capitalised which includes determining
expenditures directly related to these activities and
allocating overheads between those that are expensed
and capitalised. In addition, costs are only capitalised
that are expected to be recovered either through
successful development or sale of the relevant mining
interest. Factors that could impact the future commercial
production at the mine include the level of reserves and
resources, future technology changes, which could impact
the cost of mining, future legal changes and changes in
commodity prices. To the extent that capitalised costs are
determined not to be recoverable in the future, they will
be written off in the period in which this determination is
made.
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
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2025
NEW TALISMAN GOLD MINES
ANNUAL REPORT 2025
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NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2025
expenditure, net of any proceeds from ore sales during the
development stage, is capitalised and classified as mine
development. Key judgements are applied in considering
costs to be capitalised which includes determining
expenditures directly related to these activities and
allocating overheads between those that are expensed
and capitalised. In addition, costs are only capitalised that
are expected to be recovered either through successful
development or sale of the relevant mining interest.
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) Rehabilitation Reserve
A provision has been made for the present value of
anticipated costs for future rehabilitation of land explored
or mined. The Group’s mining and exploration activities
are subject to various laws and regulations governing
the protection of the environment. The Group recognises
management’s best estimate for assets retirement
obligations and site rehabilitations in the period in
which they are incurred. Actual costs incurred in the
future periods could differ materially from the estimates.
Additionally, future changes to environmental laws and
regulations, life of mine estimates and discount rates could
affect the carrying amount of this provision.
(e) 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 profit or
loss and is calculated as the difference between the sale
price and the carrying value.
The Group employs significant estimates to determine the
estimated useful lives of property, plant and equipment,
considering industry trends such as technological
advancements, past experience, expected use and review
of asset lives. The Group reviews these decisions at least
once each year or when circumstances change. The
Group will change depreciation methods, depreciation
rates or asset useful lives if they are different from previous
estimates.
(f) 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:
Office equipment 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%
Mine Assets Units of production
(g) Impairment of assets
At each reporting date, the Group assesses impairment
of mine assets at by evaluating conditions specific to
the Group and to the particular assets that may lead
to impairment. If an impairment trigger exists, the
recoverable amount of the asset is determined. This
involves fair value less costs of disposal or value in use
calculations, which incorporate a number of key estimates
and assumptions. It is reasonably possible that the
underlying metal price assumption may change which
may then impact the estimated life of mine determinant
and may then require a material adjustment to the
carrying value of mine assets. Furthermore, the expected
future cash flows used to determine the value-in-use of
these assets are inherently uncertain and could materially
change over time. They are significantly affected by a
number of factors including reserves and production
estimates, together with economic factors such as metal
spot prices, discount rates, estimates of costs to produce
reserves and future capital expenditure. If the recoverable
amount of an asset 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 profit or loss.
Recoverable amount is the higher of fair value less costs to
sell and value in use.
(h) Segment information
Identification of reportable operating segments
The Group is organised into one operating segment,
being mining and exploration operations. This operating
segment is based on the internal reports that are reviewed
and used by the Board of Directors (who are identified
as the Chief Operating Decision Makers (‘CODM’)) in
assessing performance and in determining the allocation
of resources.
The CODM reviews EBITDA (earnings before interest, tax,
depreciation and amortisation). The accounting policies
adopted for internal reporting to the CODM are consistent
with those adopted in the financial statements.
The information reported to the CODM is on a quarterly
basis.
Types of products and services
The principal products and services of this operating
segment are the mining and exploration operations
predominately in New Zealand but also in Vanuatu.
Major customers
During the year ended 31 March 2025 the Company had no
major customers
(i) 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
NEW TALISMAN GOLD MINES ANNUAL REPORT 2025
14 |
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2025
statements only to the extent that it is probable that there
will be future taxable profit to utilise them.
(j) 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.
(k) 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) 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.
(l) Basis of consolidation
The consolidated financial statements include the parent
company and all subsidiaries over which the parent
company has control. The company controls an investee
if all three of the following elements are present: power
over the investee, exposure to variable returns from the
investee, and the ability of the investor to use its power
to affect those variable returns. Control is reassessed
whenever facts and circumstances indicate that there
may be a change in any of these elements of control. 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 intercompany transactions are eliminated on
consolidation.
(m) Financial assets
(i) Classification
The Group classifies its financial assets in the
following measurement categories:
• those to be measured subsequently at
fair value (either through OCI or through profit or
loss), and
• those to be measured at amortised
cost. The classification depends on the Group’s
business model for managing the financial assets
and the contractual terms of the cash flows.
For assets measured at fair value, gains and
losses will either be recorded in profit or loss
or OCI. For investments in equity instruments
that are not held for trading, this will depend on
whether the Group has made an irrevocable
election at the time of initial recognition to
account for the equity investment at fair value
through other comprehensive income (FVOCI).
The Group reclassifies debt investments when
and only when its business model for managing
those assets changes.
(ii) Recognition and derecognition
Regular way purchases and sales of financial
assets are recognised on trade date, being
the date on which the Group commits to
purchase or sell the asset. Financial assets are
derecognised when the rights to receive cash
flows from the financial assets have expired
or have been transferred and the Group has
transferred substantially all the risks and rewards
of ownership.
(iii) Measurement
At initial recognition, the Group measures a
financial asset at its fair value plus, in the case of
a financial asset not at fair value through profit
or loss (FVPL), transaction costs that are directly
attributable to the acquisition of the financial
asset. Transaction costs of financial assets
carried at FVPL are expensed in profit or loss.
Debt instruments
Subsequent measurement of debt instruments
depends on the Group’s business model
for managing the asset and the cash flow
characteristics of the asset. There are three
measurement categories into which the Group
classifies its debt instruments:
• Amortised cost: Assets that are held for
collection of contractual cash flows where those
cash flows represent solely payments of principal
and interest are measured at amortised cost.
Interest income from these financial assets is
included in finance income using the effective
interest rate method. Any gain or loss arising
on derecognition is recognised directly in profit
or loss and presented in other gains/(losses)
together with foreign exchange gains and losses.
Impairment losses are presented as separate line
item in the statement of profit or loss.
• FVOCI: Assets that are held for collection
of contractual cash flows and for selling the
financial assets, where the assets’ cash flows
represent solely payments of principal and
interest, are measured at FVOCI. Movements
in the carrying amount are taken through OCI,
except for the recognition of impairment gains
or losses, interest income and foreign exchange
gains and losses, which are recognised in profit
or loss. When the financial asset is derecognised,
the cumulative gain or loss previously recognised
in OCI is reclassified from equity to profit or loss
and recognised in other gains/(losses). Interest
income from these financial assets is included in
finance income using the effective interest rate
method. Foreign exchange gains and losses are
presented in other gains/(losses) and impairment
expenses are presented as separate line item in
the statement of profit or loss.
• FVPL: Assets that do not meet the criteria
for amortised cost or FVOCI are measured at
FVPL. A gain or loss on a debt investment that is
subsequently measured at FVPL is recognised
in profit or loss and presented net within other
gains/(losses) in the period in which it arises.
NEW TALISMAN GOLD MINES
ANNUAL REPORT 2025
| 15
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2025
Equity instruments
The Group subsequently measures all equity
investments at fair value. Where the Group‘s
management has elected to present fair value
gains and losses on equity investments in OCI,
there is no subsequent reclassification of fair
value gains and losses to profit or loss following
the derecognition of the investment. Dividends
from such investments continue to be recognised
in profit or loss as other income when the Group’s
right to receive payments is established.
Changes in the fair value of financial assets at
FVPL are recognised in other gains/(losses) in
the statement of profit or loss as applicable.
Impairment losses (and reversal of impairment
losses) on equity investments measured at FVOCI
are not reported separately from other changes
in fair value.
(iv) Impairment
The Group assesses on a forward-looking basis
the expected credit losses associated with its
debt instruments carried at amortised cost and
FVOCI. For trade receivables, the Group applies
the simplified approach permitted by NZ IFRS
9, which requires expected lifetime losses to
be recognised from initial recognition of the
receivables.
(n) Trade and other payables
These amounts represent liabilities for goods and services
provided to the Group prior to the end of the financial year
which are unpaid. Trade and other payables are presented
as current liabilities unless payment is not due within 12
months after the reporting period. They are recognised
initially at their fair value and subsequently measured at
amortised cost using the effective interest method.
(o) Convertible Note
The proceeds received on issue of the Group’s convertible
note are allocated into their liability and equity
components. The amount initially attributed to the liability
component equals the discounted cash flows using a
market rate of interest that would be payable on a similar
debt instrument that does not include an option to convert.
Subsequently, the liability component is accounted for
as a financial liability measured at amortised cost until
extinguished on conversion or maturity of the note.
(p) Leases
Assets and liabilities arising from a lease are initially
measured on a present value basis. Lease liabilities include
the net present value of the following lease payments:
• fixed payments (including in-substance fixed
payments), less any lease incentives receivable
• variable lease payments that are based on an index
or a rate, initially measured using the index or rate as
at the commencement date
• amounts expected to be payable by the Group under
residual value guarantees
• the exercise price of a purchase option if the Group is
reasonably certain to exercise that option, and
• payments of penalties for terminating the lease, if the
lease term reflects the Group exercising that option.
The lease payments are discounted using the interest
rate implicit in the lease. If that rate cannot be readily
determined, which is generally the case for leases in the
Group, the lessee’s incremental borrowing rate is used,
being the rate that the individual lessee would have to pay
to borrow the funds necessary to obtain an asset of similar
value to the right-of-use asset in a similar economic
environment with similar terms, security and conditions.
Lease payments to be made under reasonably certain
extension options are also included in the measurement
of the liability. In determining the lease term, management
considers all facts and circumstances that create an
economic incentive to exercise an extension option, or not
exercise a termination option. Extension options (or periods
after termination options) are only included in the lease
term if the lease is reasonably certain to be extended (or
not terminated).
Lease payments are allocated between principal and
finance cost. The finance cost is charged to profit or loss
over the lease period so as to produce a constant periodic
rate of interest on the remaining balance of the liability for
each period.
Right-of-use assets are measured at cost comprising the
following:
• the amount of the initial measurement of lease liability
• any lease payments made at or before the
commencement date less any lease incentives
received
• any initial direct costs, and
• restoration costs
Right-of-use assets are depreciated over the shorter of th
e asset’s useful life and the lease term on a straight-line
basis.
Payments associated with short-term leases of equipment
and vehicles and all leases of low-value assets are
recognised on a straight-line basis as an expense in profit
or loss. Short-term leases are leases with a lease term of
12 months or less without a purchase option. Low-value
assets comprise IT equipment and small items of office
furniture.
(q) Deferred tax
Deferred tax is not recognised for deductible temporary
differences and carried forward tax losses as Management
considers that it is not probable that future taxable profits
will be available to utilise those temporary differences and
carried forward tax losses.
(r) 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.
(s) Earnings per share
The Group presents basic and diluted earnings per share
NEW TALISMAN GOLD MINES ANNUAL REPORT 2025
16 |
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2025
(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.
(t) Revenue recognition
Revenue is recognised at the fair value of the consideration
received net of the amount of GST.
(u) Going concern
The Group and Parent financial statements are prepared
on a going concern basis which anticipates the
Company and entities it controls will be able to continue
its operations for the foreseeable future and will be
able to realise its assets and discharge its liabilities and
commitments in the ordinary course of business.
The company currently has a low cash balance in relation
to its usual cash demand which makes going concern a
risk. The situation arises in part because of government
department delays in issuing required permits to access
and operate the mine. The required permits have now
been issued after a one year delay. The financial forecasts
for FY26 and FY27 project sufficient cash available to
satisfy all financial obligations which arise in the next 12
months from 31 March 2025. The forecast cash flows are
dependent on the key assumptions outlined below.
• Achievement of production targets. In forecasting
the Companies cash requirements management
has made certain assumptions around the
timing, volume and grade of production. There is
material uncertainty as to the ability to achieve the
production targets.
• Price of Gold. In forecasting the Companies cash
requirements management has made certain
assumptions about the price of gold. The gold
price is a market commodity therefore there is
uncertainty as to the price that might be achieved.
The forecast assumptions have been conservatively
prepared and stress tested against the practical
constraints of ore volumes. Should the Company be
unable to achieve the forecast cash flows mentioned
above the Company may have insufficient liquid assets
to be able to continue as a going concern for a period
of at least 12 months from the issuance of these financial
statements.
As a result of the aforementioned material uncertainties,
the Group may be unable to realise its assets and
discharge its liabilities in the normal course of business.
(v) New Accounting Standards and Interpretations not
yet mandatory or early adopted
NZ IFRS Standards and Interpretations that have recently
been issued or amended but are not yet mandatory,
have not been early adopted by the consolidated entity
for the annual reporting period ended 31 March 2025.
The consolidated entity has not yet assessed the impact
of these new or amended Accounting Standards and
Interpretations.
NZ IFRS 18 Presentation and Disclosure in Financial
Statements.
NZ IFRS 18 Presentation and Disclosure in Financial
Statements supersedes NZ IAS 1 and will result in major
consequential amendments to IFRS Accounting Standards
including NZ IAS 8 Basis of Preparation of Financial
Statements (renamed from Accounting Policies, Changes
in Accounting Estimates and Errors). Even though NZ
IFRS 18 will not have any effect on the recognition and
measurement of items in the consolidated financial
statements, it is expected to have a significant effect on
the presentation and disclosure of certain items. These
changes include categorisation and sub-totals in the
statement of profit or loss, aggregation/disaggregation
and labelling of information, and disclosure of
management defined performance measures.
The Group does not expect any other standards issued by
the New Zealand Accounting Standards Board (NZASB) or
IASB, but not yet effective, to have a material impact on the
Group.
(w) New standards, interpretations and amendments
adopted from 1 April 2024
Disclosure of Fees for Audit Firms’ Services (Amendments
to FRS-44) In May 2023 the NZASB issued amendments to
FRS-44 to require a description of the services provided
by a reporting entity’s audit or review firm and to disclose
the fees incurred by the entity for those services using
prescribed categories. These amendments have no effect
on the measurement of any items in the consolidated
financial statements of the Group, and merely result in
additional disclosures. Refer to note 3 for further details.
2. OPERATING INCOME
Mar 2025
NZ$
Mar 2024
NZ$
Interest23,22743,041
Rental Income-9,000
Sundry income525-
Total operating income23,75252,041
NEW TALISMAN GOLD MINES
ANNUAL REPORT 2025
| 17
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2025
3. ADMINISTRATION EXPENSES BY NATURE
Mar 2025
NZ$
Mar 2024
NZ$
Accountancy fees14,65329,415
Auditor’s fees – auditing and review of the financial statements UHY
Haines Norton
32,797113,302
Auditor’s fees – annual audit of the financial statements Baker Tilly
Staples Rodway
80,000-
Depreciation31,78345,432
Director fees (ref note 5)183,333176,647
Foreign exchange loss/(gain)(1,950)(518)
Insurance103,45790,880
Legal fees54,44248,761
Loss on Disposal of Fixed Assets7,781-
Rental and lease costs-1,708
Secretarial expenses120,000120,000
Share registry 69,47829,979
Share revaluation loss/(gain)(2,087)3,975
Stock exchange fees46,62470,940
Other32,54627,438
Total administration expenses772,857757,958
4. FINANCE COSTS
Mar 2025
NZ$
Mar 2024
NZ$
Interest paid on short term loans6,250-
Interest paid on Convertible Note38,826112,104
Interest on Rehabilitation Provision17,57916,700
Interest and finance charges paid on lease liabilities692300
Total financial costs63,347129,104
5. KEY MANAGEMENT PERSONEL
Director and Officer remuneration2025
NZ$
2024
NZ$
R Tacon43,33319,223
A V Rabone*-17,425
J K Upperton40,00040,000
M P Stiassny40,00040,000
S H Sharif60,00060,000
S J Bell120,000120,000
* Mr Rabone was not re-elected as a Director at the Annual Meeting of shareholders on 6 September 2023.
In addition to his directors fees Mr Upperton was engaged to provide general management services and received
consulting fees of $140,500 (2024 $70,000).
There were no other changes to the board of directors during this period.
During the reporting period, no options were issued to directors or employees. In the prior year, no options were issued to
directors or employees.
Remuneration of Employees
There were no employees during the reporting period.
NEW TALISMAN GOLD MINES ANNUAL REPORT 2025
18 |
6. TAXATION
2025
NZ$
2024
NZ$
Net profit / (loss) before taxation4,042,774(1,800,959)
Prima facie income tax at 28%1,131,977(504,269)
Add/(subtract) the taxation effect of permanent differences:
Impairment of Assets(1,635,809)106,411
Loss on Investment7081,449
Other Non-Deductible Expenses6,6218,286
Tax losses not recognised(496,503)(388,123)
Temporary differences not recognised--
Income tax expense/(benefit) not recognised(496,503)(388,123)
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 (2024: NZ$10,919,653) and
(b) non-mining taxation losses of NZ$23,576,703 (2024: NZ$21,803,476).
The mining losses are currently being assessed by the IRD and the company is working closely with their representatives
to confirm balances brought forward from previous years. Such losses will only be available to be offset if:
(a) the company derives future assessable income of a nature and an amount sufficient to enable the benefit of the
losses to be realised;
(b) the company continues to comply with the conditions for deductibility imposed by the law;
(c) there are no adverse changes in tax legislation or tax rates which affect the company in realising the benefit from
the deduction for the losses.
At balance date the company’s imputation credit account balance was nil (2024: nil).
7. SEGMENT INFORMATION
During the current period, the company had one business segment - mineral exploration and development, within New
Zealand and Vanuatu. All the Group assets are held in New Zealand with the exception of the Capella Mine in Vanuatu
which has been fully impaired.
8. EQUITY & RESERVES
The group’s capital is managed with the objective of maintaining adequate working capital so that all obligations can be
met when they fall due. All components of equity are regarded as “capital”. All internal capital management objectives
have been met. There has been no change to the management of capital since the prior year.
Share capital
Ordinary shares
2025
Number
2024
Number
2025
NZ$
2024
NZ$
Balance beginning of year458,029,555414,875,14941,471,04140,714,887
Proceeds from Rights issues133,918,65026,654,4062,413,569479,779
Partial Conversion of Loan Note 2736,650,00016,500,000688,301276,375
Proceeds from Private Placements12,435,709-578,000-
Issuance Costs--(196,068)-
Balance at end of year641,033,914458,029,55544,954,84341,471,041
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.
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2025
NEW TALISMAN GOLD MINES
ANNUAL REPORT 2025
| 19
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2025
New Talisman Gold Mines Limited issued 183,004,359 ordinary shares during the period by way of:
• 133,918,650 Ordinary shares issued under a rights issue with a total value of $2,413,569.
• Issue of 12,435,709 Ordinary shares by way of private placement with a total value of $578,000.
• Issue of 36,650,000 Ordinary shares for a total value of $688,301 as a partial conversion of the Convertible Debt
Security.
The company incurred issuance costs (stock exchange fees, registry costs and legal fees) of $196,068 in relation to these
activities.
Capital Reserve20252024
NZ$NZ$
Balance at beginning of year-28,800
Shortfall Funds Received--
Shares Allotted – Trf to Share Capital-(28,800)
Balance at end of year--
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. (2024: Nil)
16,666,667 Ordinary shares have issued and held in trust from shortfall of 2023 rights issue. These ordinary shares are
transferred to Terra
Firma mining in exchange for services. The total value of those shares were $300,000. At year end 12,052,027 (2024:
5,385,523) of the shares had been transferred to Terra Firma with 4,614,640 (2024: 11,281,144) shares remaining held in trust
for future services.
Options
The Company has no listed or unlisted options (Last Year Nil).
9. OTHER RELATED PARTY TRANSACTIONS
Payments for consulting services to companies in which directors and major shareholders have a substantial interest
amounted to NZ$140,500 (2024:NZ$70,000). These payments are detailed as follows:
2025
NZ$
2024
NZ$
Kohe Cottages (related to J K Upperton)140,50070,000
Total140,50070,000
At balance date, creditors included NZ$49,907 payable to related party individuals or companies (2024:NZ$50,721). Related
party debtors totalled nil at balance date (2024: nil) and no related party debts were written off during the year.
At Balance date the Group had loan facilities of up to $550,000 available from two Directors as follows:
Samantha Sharif $200,000
Richard Tacon $350,000
The facilities are unsecured, have an interest rate of 19% and a repayment date of 31 Dec 2025. The facilities remain
undrawn at balance date.
NEW TALISMAN GOLD MINES ANNUAL REPORT 2025
20 |
10. PROPERTY, PLANT & EQUIPMENT
Fixtures &
fittings
NZ$
Office
equipment
NZ$
Field
equipment
NZ$
Motor
Vehicles
NZ$
Total
NZ$
Year ended 31 March 2024
Carrying amount 1 April 2023151,975122,6269,356133,972
Depreciation(9)(1,130)(25,750)(1,575)(28,464)
Carrying amount684596,8767,781105,508
31 March 2024
Cost1,26051,547262,87844,655360,340
Accumulated Depreciation(1,254)(50,702)(166,002)(36,874)(254,832)
Carrying amount684596,8767,781105,508
Year ended 31 March 2025
Carrying amount 1 April 2024684596,8767,781105,508
Additions--971,774-971,774
Disposals---(7,781)(7,781)
Depreciation(6)(299)(25,411)-(25,716)
Carrying amount-5461,043,239-1,043,785
31 March 2025
Cost1,26051,5471,234,652-1,287,459
Accumulated Depreciation(1,260)(51,001)(191,412)-(243,673)
Carrying amount-5461,043,239-1,043,785
During the year ended 31 March 2025 the Company purchased a processing plant and commenced installation.
The total cost of the processing plant and installation at balance date was $971,774. The Company will commence
depreciation of the asset once commissioning is completed.
11. MINE DEVELOPMENT & EXPLORATION AND EVALUATION
Mine development2025
NZ$
2024
NZ$
Carrying amount at 1 April8,422,8357,738,373
Additions75,982684,462
Impairment of mine development --
Reversal of impairment charge5,855,580-
Balance at end of year14,354,3978,422,835
2025
NZ$
2024
NZ$
Cost14,354,39714,278,415
Accumulated Impairment of mine assets -(5,855,580)
Balance at end of year14,354,3978,422,835
A mine is currently being developed on the Talisman Mining permit.
Development expenditures are costs incurred to obtain access to proved and probable reserves and to provide facilities
for extracting, treating, gathering, transporting and storing the minerals. Development expenditures are capitalised to
the extent that they are necessary to bring the property to commercial production. Only costs attributable to an area
of interest or capable of being reasonably allocated to an area of interest are eligible for capitalisation. Development
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2025
NEW TALISMAN GOLD MINES
ANNUAL REPORT 2025
| 21
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2025
expenditures can include both direct and indirect costs however indirect costs are included only if they can be directly
attributed with the area of interest. Costs associated with re-working engineering design errors or those attributed to
inefficiencies in development are not capitalised.
Rehabilitation Reserve2025
NZ$
2024
NZ$
Carrying Amount at 1 April416,700392,955
Additions17,57923,745
Carrying Amount 31 March434,279416,700
The directors have provided for rehabilitation costs of the Talisman mine site on its closure. The estimated cost is
established from an independent valuation with annual interest charge applied.
2025
NZ$
2024
NZ$
Exploration and evaluation costs
Carrying Amount at 1 April11,63754,828
Additions13,40417,620
Impairment of prospecting costs(13,404)(60,811)
Carrying Amount 31 March11,63711,637
2025
NZ$
2024
NZ$
Exploration and evaluation
Cost2,843,1652,829,761
Accumulated Impairment(2,831,528)(2,818,124)
Carrying amount 31 March11,63711,637
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.
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
Talisman Mine Development
At each reporting date the Directors review factors that may indicate impairment.
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.
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 impaired down to a net book value of $9 million. The directors 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. The directors further reviewed factors as at 31 March 2024 and determined there
be no change to the value of the asset.
NEW TALISMAN GOLD MINES ANNUAL REPORT 2025
22 |
At 31 March 2025 the Directors considered obtaining an updated mine valuation as part of their impairment review,
however due to delays in issuing of permits the bulk sampling programme was not progressed to a stage that it could
provide any further data to inform a complete valuation of the asset. As the current mine plan is to bulk sample at
Mystery where there is inferred JORC resource and not measured and indicated JORC resource, a valuation based on
discounted cashflows originating in that part of the mine could not be applied. It was agreed to defer an update to the
formal valuation until the bulk sampling programme had progressed sufficiently to more fully inform a valuation. The
Directors considered the cost to replace the assets and accessibility at the mine, along with the value attributed to
the assets by the market and concluded that there were no triggers for impairment at this time, further the sustained
increase in gold price together with the current status of permits and readiness of the mine gave rise to a conclusion to
reverse previous impairment charges.
Vanuatu Mine Development
The Directors reviewed all factors as mentioned above that may indicate impairment to the Vanuatu mine development.
Given an uncertainty of funding for exploration of this Asset the Directors have made an impairment provision for the
full value of this asset at 31 March 2025. Despite some expressions of interest, NTL were unable to secure a Joint Venture
Partner to progress the Vanuatu project. In April 2025 the Directors decided to relinquish the exploration permit in
Vanuatu and advised the Vanuatu Government accordingly.
12. RIGHT OF USE ASSETS
The company has recognised a right of use asset for the lease of the premises for the operating of the Processing Plant in
Waikato. The Group had entered into a lease agreement on 1 March 2025 for a lease term until 27 May 2027.
Movements in right of use assets are summarised below:
2025
NZ$
2024
NZ$
Balance at beginning of year--
Additions172,937-
Depreciation Charge(6,067)-
Balance at end of year166,870-
TENEMENT SCHEDULE:
Permits held by the Group:
51 326 Talisman (Mining) – Granted Teir 1 minerals mining permit, Coromandel, New Zealand
61017 Rahu (exploration) – Granted minerals exploration permit, Coromandel, New Zealand
1851 Capella Vanuatu - Prospecting License, Vanuatu (Relinquished 28 April 2025)
13. SUBSIDIARY COMPANIES
Percent held Incorp Balance Activity
2025 2024 in date
Subsidiaries
Coromandel Gold Limited 100% 100% NZ 31 March Share investment
Critical Minerals Resources Limited 100% 100% NZ 31 March Inactive
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.
14. FINANCIAL RISK MANAGEMENT
Financial risk management objectives
The Group’s activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk
and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the
unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the
Group. The Group uses different methods to measure different types of risk to which it is exposed. These methods include
sensitivity analysis in the case of interest rate, foreign exchange and other price risks, ageing analysis for credit risk and
beta analysis in respect of investment portfolios to determine market risk.
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2025
NEW TALISMAN GOLD MINES
ANNUAL REPORT 2025
| 23
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2025
Risk management is carried out by management under policies approved by the Board of Directors (‘the Board’). These
policies include identification and analysis of the risk exposure of the consolidated entity and appropriate procedures,
controls and risk limits. Management identifies, evaluates and reports financial risks within the Group. Management
reports to the Board on a quarterly basis.
Credit Risk
Financial instruments which potentially subject the Group to credit risk principally consist of bank balances and
receivables. Surplus funds are placed in interest bearing accounts with major trading banks and the Group 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. The group deals only with banks having at least an A credit rating.
Currency Risk
At present the Group does not hedge foreign currency transaction or translation exposures. The Group has exposure
to foreign exchange risk as a result of transactions from normal trading activities mainly denominated in Australian
currencies. The Group 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.
Remaining contractual maturities
The following tables detail the Group’s remaining contractual maturity for its financial liabilities. The tables have been
drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial
liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining
contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial
position.
2025Weighted
average
interest rate
1 year or less
$
1 to 5 years
$
Over 5 years
$
Total
$
Trade and other payables0%399,696 - - 399,696
Lease liabilities5% 73,829 93,041 - 166,870
Convertible notes9.50% 35,324 - - 35,324
Total 508,849 93,041 - 601,890
2024Weighted
average
interest rate
1 year or less
$
1 to 5 years
$
Over 5 years
$
Total
$
Trade and other payables0%226,751 - - 226,751
Convertible notes9.50% 95,000 762,146
-
857,146
Total 321,751 762,146 - 1,083,897
Price risk
The Group is exposed to commodity price risk arises from gold and other metals held as inventory. As the Group did not
produce gold in the reporting period there is no material price risk at this time.
Interest Rate Risk
At balance date the Group had no exposure to interest rate risks. The table below shows short term deposits held at
balance date:
Re-pricing Analysis Effective Interest RateTotal
NZ$
6 months or less
NZ$
Short term bank deposits2024 5.30-6.00%575,363 575,363
Short term bank deposits20255.05-5.25%175,000175,000
NEW TALISMAN GOLD MINES ANNUAL REPORT 2025
24 |
15. FAIR VALUES
The carrying amount of financial instruments is a reasonable approximation of their fair value. Investments in listed
companies are measured at fair value based on quoted prices in active markets.
16. RECONCILIATION OF OPERATING CASHFLOW AND REPORTED PROFIT/(LOSS)
2025
NZ$
2024
NZ$
Net profit / (loss) after taxation
4,042,774(1,800,959)
Add non-cash items:
Depreciation
25,71645,432
Impairment of assets
13,404380,039
Reversal of Impairment
(5,855,580)
Loss on disposal of property, plant & equipment
7,781-
Share revaluation (gain)/loss
(2,172)5,175
Exchange (gain)/loss
(175)(518)
(5,811,026)430,128
Add (less) movement in working capital:
Decrease (increase) in debtors
(16,564)(265)
Increase (decrease) in creditors
174,77757,114
Increase (decrease) in rehabilitation reserve
17,579-
Decrease (increase) in interest receivable
(1,656)(2,572)
Decrease (increase) in other assets
89,46838,632
Decrease (increase) in GST
(31,748)(14,250)
231,85678,659
Net cash outflows used in operating activities
(1,536,396)(1,292,172)
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2025
NEW TALISMAN GOLD MINES
ANNUAL REPORT 2025
| 25
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2025
17. RECONCILIATION OF MOVEMENTS OF LIABILITIES TO CASH FLOWS ARISING FROM FINANCING
ACTIVITIES
Convertible
Note
NZ$
Lease
Liabilities
NZ$
Total
NZ$
Opening Balance 1 April 2023
1,000,00017,9241,017,924
Financing cash flows
(17,924)(17,924)
Non Cash
-
-New leases
-
-Interest expense
300300
-Interest payments (presented as operating cash flows)
(300)(300)
-Conversion of note
(276,375)(276,375)
Balance 31 March 2024
723,625-723,625
Financing cash flows
(5,974)(5,974)
Non Cash
-
-New leases
172,937172,937
-Interest expense
693693
-Interest payments (presented as operating cash flows)
(693)
-Conversion of note
(688,301)(688,301)
Closing Balance 31 March 2025
35,324166,963202,980
18. COMMITMENTS
The group has no capital commitments at year end. (2024:Nil).
19. CONTINGENT LIABILITIES
Mar 2025
NZ$
Mar 2024
NZ$
Contingent liabilities175,000105,000
The Group has given bank bond as at 31 March 2025 of $75,000 to NZX and $100,000 to Department of Conservation.
20. NET TANGIBLE ASSETS PER SECURITY
Mar 2025
NZ$
Mar 2024
NZ$
Net tangible assets
Net tangible assets per security
15,638,085
$0.0244
8,116,572
$0.0177
NEW TALISMAN GOLD MINES ANNUAL REPORT 2025
26 |
21. EARNINGS PER SHARE
Mar 2025Mar 2024
Profit/(loss)
Weighted average number shares
4,042,774
565,911,939
(1,800,959)
437,500,693
Basic earnings per share
Diluted average shares on issue
0.0063
565,911,939
(0.004)
437,500,693
Diluted earnings per share0.0063(0.004)
Weighted average number shares
Weighted average number options
565,911,939
-
437,500,693
-
Diluted average share on issue565,911,939435,821,900
22. PAYABLES
Mar 2025
NZ$
Mar 2024
NZ$
Trade payables315,526132,294
Accruals84,17092,720
399,696225,014
Trade Payables
Trade payables are unsecured and are usually paid within 30 days of recognition.
23. LEASE LIABILITIES
Lease commitments under non-cancellable operating leases:
Mar 2025
NZ$
Mar 2024
NZ$
Balance at beginning of year--
Additions172,937-
Interest Expense693-
Principal & Interest repayments(6,667)-
Balance at end of year166,963-
Short term lease liabilities73,829-
Long term lease liabilities93,134-
166,963-
In addition the Group has a short term rental of an industrial shed in Waihi of $869 per month.
24. TRADE AND OTHER RECEIVABLES
Mar 2025
NZ$
Mar 2024
NZ$
Sundry receivable23,7686,122
GST receivable72,79541,046
Interest receivable4,2272,572
100,79049,740
Sundry receivables consists RWT receivable.
All financial assets are within the contractual terms. None are overdue and none are impaired. No collateral is held for
receivables.
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2025
NEW TALISMAN GOLD MINES
ANNUAL REPORT 2025
| 27
NOTES TO THE FINANCIAL STATEMENTS
For year ended 31 March 2025
25. OTHER ASSETS
Mar 2025
NZ$
Mar 2024
NZ$
Prepayments180,905270,372
Trust Deposit-1,083
180,905271,455
26. OTHER FINANCIAL ASSETS
Mar 2025
NZ$
Mar 2024
NZ$
Current
Listed shares held56829,676
Non Current
Deposits175,000105,000
Total Non Current 175,000105,000
Total Other Financial Assets 175,568134,676
27. CONVERTIBLE NOTE
Mar 2025
NZ$
Mar 2024
NZ$
Balance at the beginning of year723,625980,711
Convertible Note issued--
Issuance Costs
Amortisation of Issuance Costs-19,289
Partial Conversion of Note(688,301)(276,375)
Repayments--
Balance at the end of year35,324723,625
During the period the Company rolled over the Convertible note on the same terms for another 18 months. The note was
drawn down on 24 August 2022, incurs interest at 9.50% per annum, payable quarterly and is repayable on 24 August
2025. The note may be repaid in cash or by way of conversion to equity at the discretion of the Company. During the
period the Company issued 36,650,000 ordinary shares for NZ$688,301 in a partial conversion of the note and rolled over
the balance of the note on the same terms.
28. SIGNIFICANT EVENTS SINCE BALANCE DATE
Subsequent to 31 March 2025 the following has occurred:
On 28 April 2025 the Company relinquished its license with the Government of Vanuatu over the Capella permit area.
In late April 2025 the Company commenced commissioning of its ore processing plant.
On 7 May 2025 the Company appointed Baker Tilly to be the Companies external auditor.
No other significant events have occurred since balance date.
NEW TALISMAN GOLD MINES ANNUAL REPORT 2025
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 2025:
DirectorRelevant interest in Ordinary SharesRelevant Interest in listed Options
John Upperton12,000,000-
Samantha Sharif6,990,746-
Richard Tacon8,933,333-
Holding RangeOrdinary Shares as of 13 May 2025
RangeTotal holdersShares Held% of Issued Capital
1 - 1,000477,9660.00
1,001 - 5,00036115,2190.02
5,001 - 10,00054460,9940.07
10,001 - 100,00064731,003,0034.84
100,001 Over465609,446,73295.07
Total1,249641,033,914100.00
TOP 20 ORDINARY SHAREHOLDERS as of 13 May 2025
RankNameUnits% of Units
1.HAMISH EDWARD ELLIOT BROWN128,150,00019.99
2.NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH
ACCOUNT>
84,499,27713.18
3.DAVID LYELL COLE (Deceased)18,000,0002.81
4.BEVERLEY IDA EVANS16,068,7802.51
5.TERRA FIRMA MINING LIMITED12,052,0261.88
6.JOHN KILDARE UPPERTON12,000,0001.87
7.ALLAN MICHAEL NOBILO + LYNNE NOBILO9,169,4781.43
8.RICHARD TACON8,933,3331.39
9.PETER KENNETH HEWER8,488,6131.32
10.WILLIAM GEOFFREY KROON8,027,4121.25
11.SAMANTHA HIELKJE SHARIF6,990,7461.09
12.CHRISTOPHER HUSTON CURLETT6,076,6690.95
13.NEW ZEALAND GOLD MERCHANTS5,556,0000.87
14.FORSYTH BARR CUSTODIANS LIMITED 5,009,0050.78
15.WAIRAHI INVESTMENTS LIMITED5,000,0000.78
16.ROSS DIX HARVEY4,900,2840.76
17.COROMANDEL GOLD LIMITED4,623,9290.72
18.THOMAS HERBERT TEBBS GOTHORP4,596,7610.72
19.DAVID ANTHONY STEELE4,309,4280.67
20.CHUNG KAN CHOW4,112,9460.64
Total Top 20 holders of Ordinary Shares356,564,68755.62
Total issued Capital641,033,914
NEW TALISMAN GOLD MINES
ANNUAL REPORT 2025
| 29
In accordance with the NZX Corporate Governance Code January 2025 (“NZX Code”), 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.newtalismangold.
co.nz
Commensurate with the spirit of the NZX Code, 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 2024/2025 financial year (“reporting period”) the Company’s
corporate governance practices departed from the NZX Code only as set out below.
The information in this statement is current at 31 March 2025.
EXPLANATIONS FOR DEPARTURES FROM NZX CORPORATE GOVERNANCE CODE 2025
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.
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.
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
2.6. 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 Mr Tacon are independent directors of the Company.
CORPORATE GOVERNANCE
NEW TALISMAN GOLD MINES ANNUAL REPORT 2025
30 |
STATEMENT CONCERNING AVAILABILITY OF INDEPENDENT PROFESSIONAL ADVICE
If a director considers it necessary to obtain independent professional advice to properly discharge the responsibility of
his/her office as a director then, provided the director first obtains approval for incurring such expense from the Chair, the
Company will pay the reasonable expenses associated with obtaining such advice.
DIRECTOR REMUNERATION
Details of remuneration are contained in the Notes to the Financial Statements forming part of this report.
The Company’s Remuneration Policy is disclosed on the Company’s website. Remuneration of Directors and senior
executives is set by reference to payments made by other companies of similar size and industry, and by reference to the
skills and experience of the Directors and executives.
There is currently no direct link between remuneration paid to any of the non-executive directors and corporate
performance such as bonus payments for achievement of key performance indicators. There are no termination,
retirement or Company superannuation scheme benefits for non-executive directors.
PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND SENIOR EXECUTIVES
The board reviews the size and composition of the board and the mix of existing and desired competencies across
members from time to time. Criteria considered by the directors when evaluating prospective candidates are contained
in the board’s charter. The chair of the board is responsible for ensuring a regular review of the performance of the board,
committees and individual directors occurs at least annually. The chair is responsible for determining the process under
which this evaluation takes place. The board reviews annually the size and composition of the board and the mix of
existing and desired competencies across members.
The board is responsible for evaluating the performance of senior executives. The board evaluates the performance of
senior executives via an ongoing process of assessment and a formal annual review in December. During the formal
review, the senior executive’s performance is measured against their role’s assessment criteria.
The Company’s Process for Performance Evaluations is disclosed on the Company’s website.
CORPORATE CODE OF CONDUCT
The board has adopted a Corporate Code of Conduct (available on the Company’s website). Directors, employees and
consultants must comply with the policies which the Board has endorsed to achieve ethical behaviour and efficiency
within the authorities and discretions designated to them, avoiding putting themselves in a position where they stand
to benefit personally or be accused of insider trading. Compliance with all laws and regulations and maintenance
of confidentiality and honesty is expected. The Corporate Code of Conduct forms part of every employment and
consultancy agreement. Failure to comply can result in disciplinary action, including, where appropriate, dismissal. The
Board has not adopted a Whistleblower Policy. However, employees have direct access to the Chair and are encouraged
to contact the Chair with any suspected departure from the Company’s Code of Conduct.
GENDER DIVERSITY
The board has adopted a Diversity Policy (available on the Company’s website). As noted above, the Diversity Policy
does not include requirements for the board to establish measurable objectives for achieving gender diversity. Gender
diversity at balance date for the reporting period:
ComponentTotalFemale
Component
% Female
Component
Board of Directors4125%
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 full Board being: Michael Stiassny (Chair),
Samantha Sharif, John Upperton and Richard Tacon. 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
CORPORATE GOVERNANCE
NEW TALISMAN GOLD MINES
ANNUAL REPORT 2025
| 31
CORPORATE GOVERNANCE
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
Tacon is an experienced mine operator with over 40 years of operational experience in all facets of mining gained in
New Zealand and internationally. He has specialized experience in underground and open cast gold mines. Ms Sharif is
a Professional Director with extensive leadership experience 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 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 full Board being:
John Upperton, Samantha Sharif, Richard Tacon 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 full
Board being: Samantha Sharif, John Upperton, Michael Stiassny and Richard Tacon. 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/ConsultantBoard
J Upperton6/6
R Tacon6/6
M Stiassny6/6
S Sharif6/6
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 evaluated as part of the audit of the financial
statements, 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 2024/2025
financial statements.
NEW TALISMAN GOLD MINES ANNUAL REPORT 2025
32 |
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 Board requires the contracted CFO to provide a declaration confirming that the financial reports for the reporting
period present a true and fair view, in all material respects, of the Company’s financial condition and operational results,
and are in accordance with relevant accounting standards. Assurance is also given that the financial statements are
founded on a sound system of risk management and internal compliance and control and that the Company’s risk
management and internal compliance and control is operating efficiently and effectively.
CONTINUOUS DISCLOSURE
The Company has adopted a Continuous Disclosure Policy which sets out obligations for directors, employees and
consultants in relation to continuous disclosure. Summaries of this document is available on the Company’s website.
In accordance with the NZX 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 General
Manager or the Company Secretary who is responsible for ensuring that such information is not released to any person
until the NZX has 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.
CORPORATE GOVERNANCE
NEW TALISMAN GOLD MINES
ANNUAL REPORT 2025
| 33
CORPORATE GOVERNANCE
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 Financial Markets Conducts Act. 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.
NEW TALISMAN GOLD MINES ANNUAL REPORT 2025
34 |
NOTES
NEW TALISMAN GOLD MINES
ANNUAL REPORT 2025
| 35
NOTES
www.newtalisman.co.nz
COMPANY DIRECTORY
DIRECTORS
John Upperton (Director)
Michael Stiassny (Independent Director)
Samantha Sharif (Independent Chair)
Richard Tacon (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
Baker Tilly Staples Rodway
Auckland
SOLICITORS
Chapman Tripp, Auckland
Maddocks, Sydney
Williams & Hughes, Perth
SECURITIES LISTED
New Zealand Stock Exchange
Code: Shares NTL
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
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.