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NTL Annual Report - 31 March 2025

Annual Report25 June 2025NTLIndustrials

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.