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Placement Formula and Market Update

Capital Raise10 September 2025NTLIndustrials

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__________________________________________________________________________

10 September 2025

ANNOUNCEMENT BY NEW TALISMAN GOLD MINES LIMITED

(NZX: NTL)

FOR IMMEDIATE RELEASE

Placement Formula and Market Update

Placement

New Talisman Gold Mines Ltd informed the Market on Friday 5th September that it would be

seeking working capital via a Placement facility to eligible sophisticated and professional

investors under clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (FMCA).

The NTL Board has met today and set the price formula for the Placement facility, being a

10% discount to the 10 day VWAP prior to the allotment date, Monday 15th September.

Previously, ASX rules have precluded NTL Directors from participating in Placements, but

with the company now delisted from ASX, we can confirm there will be Director participation

in this Placement.

The Placement is open to eligible sophisticated and professional investors with a close of

5pm Friday 12th September. Request for Application can be made by contacting John

Upperton email john@newtalisman.co.nz or ph 0277035999


Management Transition

With the objectives at the time of his election to the NTL Board now met, in the interests of

full transparency, John Upperton wishes to disclose that he is considering his future with the

company.

“I was elected to the NTL Board to instigate change in governance and bring Talisman into

production. With these objectives now met it is appropriate for me to consider stepping away

to pursue wider interests in semi-retirement and take the chance to address some recurrent

health issues. I will work together with the NTL Board to ensure a smooth transition when the

time is right and handover confident the company is in a great space to continue its projects.

There is no set timeframe for any Board or Management transition, but I and the full Board

are in agreement that it is appropriate investors should be aware of my intentions.

I’m also pleased to say I’m continuing to put my money where my mouth is by participating

in this Placement round.” he said.






Jane Bell

Company Secretary

New Talisman Gold Mines Limited

2b Gibraltar Cres,

Parnell, Auckland 1052

Office +64 9 303 1893

info@newtalisman.co.nz

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__________________________________________________________________________________

10 September 2025




NZX Market Announcements

Wellington



NEW TALISMAN GOLD MINES LIMITED (NZX: NTL)

PLACEMENT CLEANSING NOTICE


New Talisman Gold Mines Limited (the Company) is seeking to make a private placement

to sophisticated and professional investors investors. The Placement will be made under

clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (FMCA).

For the purposes of clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct

Regulations 2014 (FMCR) and the FMCA, the Company advises that as at the date of this

notice:

1 the Company is in compliance with:

1.1 the continuous disclosure obligations that apply to it under the FMCA in

relation to the Company’s quoted ordinary shares;

1.2 its “financial reporting obligations” within the meaning set out in clause 20(5)

of Schedule 8 of the FMCR.

2 there is no information that is “excluded information” within the meaning set out in

clause 20(5) of Schedule 8 to the FMCR.

The Placement is not expected to have any material effect or consequence on the “control”

(as defined in clause 48 of Schedule 1 to the FMCA) of the Company.



Yours faithfully,






Jane Bell

Company Secretary

New Talisman Gold Mines Limited

2b Gibraltar Cres,

Parnell, Auckland 1052

Office +64 9303 1893

info@newtalisman.co.nz

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Template
Corporate Action Notice

(Other than for a Distribution)

Updated January 2024

Page 1 of 3

[NOTE: This form must be used by an Issuer to notify the market of a corporate action other than a distribution (for

example: a Rights issue, Accelerated Offer, bonus issue, Placement or Share Purchase Plan).

There are different times when this form must be released via the Market Announcement Platform (MAP) depending

on the type of action.

This form must be submitted to NZX for release through MAP:

• in compliance with Listing Rule 4.17.6 or 4.17.7 for a Rights issue or Accelerated Offer;

• in compliance with Listing Rule 4.17.8 for a Share Purchase Plan; and

• in compliance with Listing Rule 4.17.9 for a Placement

• in compliance with Listing Rules 3.14.1, at least 5 Business Days prior to the Record Date for other types of

corporate action.]

Section 1: Issuer information (mandatory)

Name of issuer New Talisman Gold Mines Ltd

Class of Financial Product Ordinary Shares

NZX ticker code NTL

ISIN (If unknown, check on NZX

website)

NZHERE0001S6

Name of Registry Computershare

Type of corporate action

(Please mark with an X in the relevant

box/es)

Share Purchase

Plan/retail offer

Renounceable

Rights issue or

Accelerated

Offer


Capital

reconstruction

Non-

Renounceable

Rights issue or

Accelerated

Offer


Call Bonus issue

Placement X

Record date 12/09/2025

Ex Date (one business day before the

Record Date)

11/09/2025

Currency NZD

External approvals required before offer

can proceed on an unconditional basis?

N

Details of approvals required Board Resolution


2 of 3
Section 7: Placement

(delete full section if not applicable, or mark rows as N/A if not applicable)*

Number of Equity Securities to be

issued

To be confirmed as price formula is 10% discount on 10

Day VWAP at time of allotment which will be Monday 15

September

Issue price per Equity Security To be confirmed as price formula is 10% discount on 10

Day VWAP at time of allotment which will be Monday 15

September

Maximum dollar amount of Equity

Securities to be issued

1


The maximum amount will be determined once

subscription notices have been received

Proposed issue date 15/09/2025

Existing holders eligible to

participate

2


Y

Related Parties eligible to

participate

3


Y

Basis upon which participation by

existing Equity Security holders will

be determined

Those that have expressed an interest in participating in a

placement should it occur

Purpose(s) for which the Issuer is

issuing the Equity Securities

Working Capital

Reason for placement rather than a

pro-rata rights issue or an offer

under a Share Purchase Plan in

which the Issuer’s existing Equity

Security holders would have been

eligible to participate

The quantum to be raised doesn’t warrant the cost of a full

rights issue or SPP.

Equity Securities to be issued

subject to voluntary escrow

N

Number and class of Equity

Securities to be issued that will be

subject to voluntary escrow and the

date from which they will cease to

be escrowed

n/a

Section 8: Lead Manager and Underwriter (mandatory)

Lead Manager(s) appointed N

Name of Lead Manager(s) n/a


1


Where the issue price per Equity Security is not fixed, and the number of Equity Securities to be issued is not known, the Issuer

should instead indicate the maximum dollar amount of Equity Securities to be issued.

2

Issuers should answer Y if existing shareholders are eligible to participate even if their participation is subject to satisfaction of

eligibility criteria applying to the placement generally, such as the offer only being made to investors in certain jurisdictions or with a

certain status, such as wholesale, sophisticated or professional investors only.

3

Issuers should answer Y if there are no restrictions on participation by Related Parties as a result of their status as Related Parties

(i.e. restrictions on participation applying to the placement generally should be disregarded).

3 of 3
Fees, commission or other

consideration payable to Lead

Manager(s) for acting as lead

manager(s)

n/a.

Underwritten N

Name of Underwriter(s) n/a

Extent of underwriting (i.e. amount

or proportion of the offer that is

underwritten)

n/a

Fees, commission or other

consideration payable to

Underwriter(s) for acting as

underwriter(s)

n/a

Summary of significant events that

could lead to the underwriting

being terminated

n/a

Section 9: Authority for this announcement (mandatory)

Name of person authorised to make this

announcement

Jane Bell

Contact person for this announcement Jane Bell

Contact phone number 021764224

Contact email address jane@newtalisman.co.nz

Date of release through MAP 10/09/2025



* Please do not delete individual rows. Full sections can be deleted if the section relates to a different type of

corporate action

** Please note that in NZX’s systems, standard rounding indicates 0.5 and above round up, below 0.5 round down.

Please contact NZX if you are intending to treat fractions differently.

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.