Notice of Annual Shareholders Meeting 2026

NEW TALISMAN GOLD MINES LIMITED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
New Talisman Gold Mines Limited (“NTL” or the “Company”) advises that its Annual
Meeting of Shareholders will be held virtually on Wednesday 16 September 2026,
commencing at 1.00 pm NZST.
Details of how to participate in the Annual Meeting virtually, including how to view
presentations, ask questions and vote, are set out in this Notice of Meeting.
The business of the Annual Meeting of Shareholders will be:
ITEM A - PRESENTATIONS
(a)
The Chair’s address to shareholders.
(b)
To receive and consider the Annual Report including the Financial Statements and the
Auditor’s Report for the year ended 31 March 2026.
ITEM B – RESOLUTIONS
To consider and, if thought fit, pass the following ordinary resolutions of the Company:

1.
Director re-election: Richard Tacon
That Richard Tacon, who retires by rotation pursuant to NZX Listing Rule 2.7.1 and
is eligible for re-election, be re-elected as a Director of the Company.

2.
Director election: Terence Moynihan
That Terence Moynihan, who was appointed by the Board since the Company’s last annual
meeting and retires pursuant to NZX Listing Rule 2.7.1 and, being eligible, has offered himself
for election, to be elected as a director of the Company.

3.
Appointment of auditor and auditor remuneration
That Baker Tilly Staples Rodway be appointed as the auditor of the Company and that
the Board be authorised to fix the remuneration of the auditor for the coming year.

4.
Ratification of 2025 placements and replenishment of placement capacity
That, in accordance with NZX Listing Rule 4.5.1(c), shareholders ratify, confirm and
approve the issues and allotment of 32,958,557 ordinary shares in the Company made
during the 12-month period before the Annual Meeting of Shareholders, as described in
the Explanatory Notes.

5.
Increase share issue capacity
Further, to approve, for all purposes, in accordance with the NZX Listing Rule 4.2.1, the
issue of 79,334,678 ordinary shares to up to 10% of the ordinary shares in the
Company at the date of the meeting on the terms and conditions set out in the
Explanatory Notes.
6.
Future issue of shares in lieu of cash directors’ fees
That, in accordance with NZX Listing Rules 2.11 and 4.7, shareholders approve the
Company paying directors’ remuneration by issuing ordinary shares, should the
Company choose to do so.
Further Information
The Explanatory Notes accompanying this Notice of Annual Meeting of Shareholders are
incorporated in, and form part of, this Notice of Annual Meeting of Shareholders.
Virtual Webcast meeting
Shareholders can participate in the Annual Meeting only through our online webcast. Further
details of how to participate are set out at the back of this Notice. To participate, shareholders
will need their CSN/securityholder number, which can be found on their Voting/Proxy Form.
Shareholders will be able to view presentations, ask questions and cast their votes using their
own computers, mobile devices or similar devices.
Proxies and representatives
You may exercise your right to vote at the meeting either by being present at the virtual

meeting or by appointing a proxy to attend and vote in your place. A proxy need not be a
shareholder of the Company. A body corporate shareholder may appoint a representative to
attend the meeting on its behalf.
A proxy form is enclosed with this Notice of Annual Meeting of Shareholders. If you wish to
vote by proxy, you must complete the form and deliver it to Computershare, Level 2, 159
Hurstmere Road, Takapuna, Auckland, New Zealand, or post it to Computershare, Private
Bag 92119, Auckland 1142, New Zealand, so that it is received by 1.00 pm NZST on
Monday 14 September 2026.
If, when appointing a proxy, you inadvertently fail to name a proxy, or your named proxy
does not attend the meeting, the Chairman of the meeting will be your proxy and will vote
in accordance with your express direction.
A proxy will vote as directed in the proxy form or, if voting is left to the proxy’s discretion,
the proxy will decide how to vote on the resolutions (or on any motions moved from the
floor at the meeting). The Chairman and other directors intend to vote any discretionary
proxies in favour of the resolutions in this Notice, subject to any applicable voting
restrictions set out below.

Voting Restrictions
In accordance with NZX Listing Rule 6.3.1, any person who has been issued, or has acquired,
ordinary shares subject to ratification by Resolution 4, and any Associated Person (as defined in
the NZX Listing Rules), is prohibited from voting on Resolution 4. This resolution applies to two
NTL directors who had fees capitalised, Samantha Sharif and Richard Tacon.
In accordance with NZX Listing Rule 6.3.1, any Director of the Company or any Associated Person
(as defined in the NZX Listing Rules) is prohibited from voting on Resolution 5.
In accordance with NZX Listing Rule 6.3.1, any director who may receive shares in lieu of director
remuneration under Resolution 6, and any Associated Person (as defined in the NZX Listing
Rules) is prohibited from voting on Resolution 6.
Persons subject to a voting restriction may not be appointed as discretionary proxy (but can
be appointed as a non-discretionary proxy and expressly directed how to vote if appointed
by a person who is not disqualified from voting). All persons registered on the Company’s
register of shareholders as the holder of shares as at 5.00 pm on 14 September 2026 shall,
subject only to the preceding restrictions, be entitled to vote at the meeting in person or by
proxy.
By order of the Board


Jane Bell
Company Secretary
31 August 2026

EXPLANATORY NOTES
These Explanatory Notes have been prepared for the information of shareholders in relation to
the business to be conducted at the Company’s 2026 Annual Meeting of Shareholders.
All resolutions are ordinary resolutions and require approval of a simple majority of votes cast
at the meeting by shareholders entitled to vote and voting.

Resolution 1 – Director Re-election
Richard Tacon was appointed as a Director by the Board on 7 September 2023. Under NZX Listing
Rule 2.7.1, a director must not hold office past the third annual meeting following appointment
or three years, whichever is longer, without being re-elected by shareholders. Accordingly, Mr
Tacon retires by rotation and, being eligible, offers himself for election.
Having considered the definition of “Disqualifying Relationship” in the NZX Listing Rules, and
relevant factors set out in the commentary to recommendation 2.4 of the NZX Corporate
Governance Code, the Board has determined that no factor applies to Mr Tacon. Accordingly,
pursuant to NZX Listing Rules 7.8.3(a) and 7.8.3(b), the Board considers that Mr Tacon qualifies
as an Independent Director. A brief biography of Mr Tacon is as follows:

Mr Richard Tacon, FAusIMM
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, in 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 appointed 7 September 2023.

The Board recommends that shareholders vote in favour of Resolution 1.

Resolution 2 – Election of Terence Moynihan
Terence Moynihan was appointed as a Director by the Board on 3 November 2025.
Under NZX Listing Rule 2.7.1, any person who is appointed as an additional director by the Board
during the year must retire at the next annual meeting but is eligible for election. In this case,
Mr Moynihan was appointed as an additional director by the Board in November 2025 and retires
from office at the meeting. Mr Moynihan offers himself for election.
Having considered the definition of “Disqualifying Relationship” in the NZX Listing Rules, and
relevant factors set out in the commentary to recommendation 2.4 of the NZX Corporate
Governance Code, the Board has determined that no factor applies to Mr Moynihan. Accordingly,
Accordingly, pursuant to NZX Listing Rules 7.8.3(a) and 7.8.3(b), the Board considers that Mr
Moynihan qualifies as an Independent Director. A brief biography of Mr Moynihan is as follows:

Terence Moynihan, B.Min.Tech (Mining)
Terry brings over four decades of mining industry experience across New Zealand,
Australia, and Papua New Guinea, with a proven track record in mine management, project

development, and technical leadership.

Terry has held senior roles including General Manager of Resource Development and
Technical Services Manager at Bathurst Resources, and is the Principal and a Director of
Core Mining Consultants Ltd. His expertise spans gold, base metals, tin, and coal
operations, with a strong focus on strategic planning, operational improvement, and team
leadership.

He holds a Bachelor of Mineral Technology (Mining) from the University of Otago and has
held mine manager certifications in New Zealand, Queensland, and Victoria.

First appointed 3 November 2025.
The Board recommends that shareholders vote in favour of Resolution 2.

Resolution 3 – Appointment of auditor and auditor remuneration
Resolution 3 seeks shareholder approval to appoint Baker Tilly Staples Rodway as the Company’s
auditor pursuant to section 207P of the Companies Act 1993 (the Act).
Section 207S of the Act provides that the fees and expenses of the auditor are to be fixed in
such a manner as the Company determines at the annual shareholder meeting. The Board
proposes that, consistent with past practice, the auditor’s fees and expenses be fixed by the
Directors for the coming year.
The Board recommends that shareholders vote in favour of Resolution 3.
Resolution 4 – Ratification of two 2025 placements and replenishment of placement
capacity

NTL completed two placements in December 2025:
 On 15 December 2025, the Company issued, under NZX Listing Rule 4.5.1, 30,867,648
ordinary shares to New Zealand investors at an issue price of NZ$0.022 per share, representing
a 15% discount to the 5-day VWAP prior to allotment. This placement used 4.55% of the 15%
capacity. NTL received $679,088 in cash. The remaining $46,000 of the consideration was paid
in consideration for services.
 On 15 December 2025, NTL also issued 2,090,909 ordinary shares under NZX Listing Rule 4.5.1
on the same terms as the other placement. This placement used 0.31% of the 15% capacity.
These shares are held in trust for two NTL directors who have agreed to receive their fees in
equity for the three-month period from December to February 2026, and for the Company’s
security supplier, which has chosen to receive part of its fees in equity for the same period. Of
these shares, 151,515 ordinary shares were issued to Mr Tacon in lieu of cash directors’ fees
and 227,273 ordinary shares were issued to Ms Sharif in lieu of cash directors’ fees.
Further information about these placements is available at
https://www.nzx.com/companies/NTL/announcements?code=NTL&year=2025
NZX Listing Rule 4.5.1 permits an issue of shares up to 15% of the issued share capital of the
Company in any 12-month period without prior shareholder approval.
NZX Listing Rule 4.5.1(c) gives the Company’s shareholders the opportunity to replenish the
Company’s placement capacity under NZX Listing Rule 4.5.1 by way of an ordinary resolution,
allowing the Company to issue up to a further 15% of its issued capital during the same 12-
month period.
Given that the Company currently has 793,346,782 shares on issue, Resolution 4 would allow
the Company to retain the flexibility to issue shares under NZX Listing Rule 4.5.1 up to the 15%
annual placement capacity set out in that Rule without a requirement to obtain prior shareholder
approval.
Failure to pass Resolution 4 will not affect the validity of the 32,958,557 shares issued through

the 2025 placements but will reduce the number of equity securities that could be issued by the
Company under NZX Listing Rule 4.5.1 for a period of 12 months.
In accordance with NZX Listing Rule 6.3.1, any person who has been issued, or has acquired,
ordinary shares subject to ratification by Resolution 4, and any Associated Person (as defined in
the NZX Listing Rules), is prohibited from voting on Resolution 4. This resolution applies to the
two NTL directors whose fees were capitalised, Samantha Sharif and Richard Tacon.
The Board recommends that shareholders vote in favour of Resolution 4, as it provides
the Company with additional flexibility.

Resolution 5 - Approving the increase in share issue capacity

As explained above in relation to Resolution 4, NZX Listing Rule 4.5.1 permits an issue of
shares up to 15% of the issued share capital of the Company in any 12-month period
without prior shareholder approval. Assuming that Resolution 4 is passed, the Company will
have an additional 15% capacity for the 12-month period.

Therefore, the resolution proposed seeks shareholder approval for the Company to have
the capacity to issue an additional 10% of its ordinary shares. Based on the number of
shares currently on issue, the additional 10% would constitute 79,334,678 shares (being
10% of 793,346,782).

NZX Listing Rule 4.2.1 requires, in general terms, that shareholder approval by ordinary
resolution be obtained for any issue of equity securities by the Company. Accordingly,
Resolution 5 seeks shareholder approval by ordinary resolution for the issue of 79,334,678
ordinary shares, representing a further 10% of the shares on issue at the date of this
notice of meeting, at an issue price of no more than a 20% discount on the 10 day volume
average weighted price in the days preceding the issue in accordance with NZX Listing Rule
4.5.1, on the terms described in this Explanatory Note and otherwise as the Board may
determine.

In accordance with NZX Listing Rule 4.2.2, the Company will issue the ordinary shares
during the 12-month period after shareholder approval is obtained at this annual meeting.
The shares issued will rank pari passu (equally) with all existing ordinary shares in the
Company.

The ordinary shares will be issued for the purpose of raising additional working capital for
the Company to fund its operations and execute its strategy. The placement forms part of
NTL’s broader plan to undertake a wider capital raise to support its ongoing work
programme.

The Company has not yet determined any specific party or parties that the ordinary shares
under this resolution may be issued. The Company may issue such securities to Directors,
Associated Persons of Directors or employees, subject to complying with all applicable laws
and Listing Rules. If the Company was to issue any ordinary shares authorised under this
resolution to Directors, Associated Persons of Directors or employees, then:

 directors voting in favour of the resolution would sign a certificate that the
participation of such Directors, Associated Persons of Directors or Employees in the
issue is in the best interests of the Company and fair to holders of equity securities
who are not receiving, or associated with those parties receiving, equity securities
under the issue;

 the terms of the issue would be the same for all persons;

 the levels of participation by such Directors, Associated Persons of Directors or
Employees would be determined according to criteria apply to all persons
participating in the offer.

If Resolution 5 is not passed, NTL may face working capital constraints that could limit its

ability to fund its operations.

A worked example showing the dilutionary impact of the issue of the shares is as follows:
 Example shareholder percentage currently: 5.00%
 Example shareholder percentage if all shares are issued: 4.55%

The maximum cumulative dilutionary impact if the Company issues all ordinary shares under
Resolution 5 and also uses its full 15% placement capacity:
 Example shareholder percentage currently: 5.00%
 Example shareholder percentage if both capacities are fully used: 4.00%
In accordance with NZX Listing Rule 6.3.1, any Director of the Company or any Associated Person (as
defined in the NZX Listing Rules) is prohibited from voting on Resolution 5.
The Board recommends that shareholders vote in favour of Resolution 5, as it provides the
Company with additional flexibility to raise working capital.
Resolution 6 – Issue of shares in lieu of cash directors’ fees
Under NZX Listing Rule 2.11.1, no remuneration may be paid to a Director in his or her
capacity as a Director of the Company or as a director of a subsidiary (other than a listed
subsidiary) unless that remuneration has been authorised by an ordinary resolution of
shareholders.

Under NZX Listing Rule 2.11.2(b), director remuneration, in whole or in part, may be
satisfied by an issue of ordinary shares made in accordance with NZX Listing Rule 4.7.1. This
approval will give the Company flexibility to conserve its cash resources by paying directors’
fees in shares where the Board considers it appropriate.
Resolution 6 seeks shareholder approval for NTL to pay directors’ fees in shares if they elect to do
so, in accordance with Listing Rules 2.11.1 and 4.7.1.
In accordance with NZX Listing Rule 4.7.1, NTL will issue shares to a director only if:
(a) the issue is made to satisfy Director Remuneration in accordance with a resolution passed
under Rule 2.11.2.
(b) the issue is of a Class of Equity Securities (as defined in the NZX Listing Rules) already on
issue,
(c) the issue of Equity Securities (as defined in the NZX Listing Rules) already on issue;
(d) the issue of Equity Securities is made after the end of the period to which that remuneration
is payable; and
(e) the issue price of the Equity Securities is not less than the Average Market Price (as defined in
the NZX Listing Rules) before the issue is made.
The shares issued will rank pari passu (equally) with all existing ordinary shares in the Company.
If Resolution 6 is not passed, the Company will not be able to rely on this approval to pay directors’
fees by issuing ordinary shares and will instead continue to pay those fees in cash, unless further
shareholder approval is obtained.
The Board recommends that shareholders vote in favour of Resolution 6.
NZ RegCo has confirmed that it has no objection to this Notice of Meeting. However, NZ RegCo does
not take responsibility for any statement in this Notice of Meeting.

Resolutions Not Interdependent
None of the resolutions is dependent on shareholders voting in favour of any
other resolution.

PARTICIPATION IN VIRTUAL MEETING
Because our shareholders are located across New Zealand and Australia, as well as other parts
of the world, the Annual Meeting will be held virtually. All shareholders will have the opportunity
to attend and participate in the Annual Meeting online via an internet connection using a
computer, laptop, tablet or smartphone. Shareholders will not be able to attend the Annual
Meeting in person and may participate only through the internet or the smartphone app.
Shareholders and proxyholders can watch and vote during the virtual Annual Meeting via the
online platform at: https://ntlasm2026.anzpac.chime.live
To do this, you will need a computer, mobile phone or tablet with internet access.
Shareholders: when you log in to the online platform, you will need to provide your username
and password. Your username is your CSN/securityholder number, and your password will be
your postcode or country of residence (if outside New Zealand).
Proxyholders: login details will be emailed to proxyholders if the nominated proxy holder is not
the New Talisman Chairman. This requires shareholders to disclose their nominated proxy’s
email address when appointing their proxy.
More information about how to use the Annual Meeting online platform is set out in the Virtual
Meeting Online Guide, which is available on our website and below in this Notice.
Shareholders may vote on the resolutions using their own computers or mobile devices through
the online participation portal. Shareholders may also send questions in advance of the meeting
via the online participation portal.


Other options for voting
If you are unable to join us at the Annual Meeting, we encourage you to appoint a proxy to
attend and vote on your behalf. If you direct your proxy how to vote, your votes will be cast at
the meeting in accordance with your directions.
Shareholders can appoint a proxy online at
http://www.investorvote.co.nz or by following the instructions on the proxy/voting form that
you will receive from our share registrar, Computershare. The proxy appointment must be
submitted no later than 1:00 pm (NZST) on Monday 14 September 2026 to be valid.
Even if you plan to attend the virtual meeting, you are encouraged to submit a directed proxy
in advance of the meeting so that your votes can still be counted if for any reason you cannot
attend (for example, if there is an issue with your internet connection on the day of the
meeting).

How to ask questions
We strongly encourage you to submit written questions to directors and New Talisman’s
auditor in advance of the meeting at: https://ntlasm2026.anzpac.chime.live
During the meeting, we will address as many of the relevant questions received by 1:00 pm
(NZST) on Monday 14 September 2026 as possible.

DIRECTIONS REGARDING THE MEETING
Eligibility to attend and vote
You are eligible to vote and attend the Annual Meeting if you are registered as a shareholder
at 5.00 pm (NZST) on 14 September 2026. Transactions registered after that time will be
disregarded in determining entitlements to attend and vote at the Annual Meeting.
Registration
Your registration will be assumed if our system logs you as present. We will identify you as a
shareholder attending the Annual Meeting using your unique CSN/securityholder number,
which you will use as your username to gain access.
You can access our online Annual Meeting portal from the date of this Notice of Meeting;
however, the voting function will only be accessible once the Annual Meeting commences.

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

Appointing a proxy
You can appoint a proxy to attend and vote on your behalf as an alternative to attending the
meeting.
You may appoint a proxy either online at www.investorvote.co.nz or by completing and
submitting the voting/proxy form enclosed at the back of this document, which contains full
details of how to appoint a proxy. Your proxy submission must be received no later than 1:00
pm (NZST) on Monday 14 September 2026.
A proxy need not be a shareholder and may be an individual or a company.
Any instrument of proxy deposited or received by the Company in which the name of the
appointee is not filled in shall be deemed to have been given in favour of the Chairman.
Submitting your voting/proxy form
Your submission must be received no later than 1:00 pm (NZST) on Monday 14 September
2026. You can appoint your proxy:
Online: www.investorvote.co.nz
By email: info@newtalisman.co.nz.
By mail:
Computershare Investor Services Limited Private Bag 92119
Auckland 1142
New Zealand

VIRTUAL MEETING ONLINE GUIDE
Getting started

Please make sure your browser is up to date on your smartphone, tablet, or
computer. Chime Live works with all major browsers.

The New Talisman Gold Mines Limited Virtual Annual Meeting (New Talisman ASM)
will be available at https://ntlasm2026.anzpac.chime.live

The New Talisman Annual Meeting online portal will be available for shareholders to
log in, familiarise themselves with the website and submit questions for the Directors
and New Talisman’s auditor from the date this Notice of Meeting is released.


Logging in
•
You will need to enter two identifying factors to gain access to the New Talisman
Gold Mines Ltd Annual Meeting online portal.
•
The first is your login name, which is the CSN/securityholder number assigned to
you by our share registrar, Computershare, when you became a shareholder of
New Talisman. Your CSN/securityholder number will appear on communications
sent to you by Computershare about your shareholding.
•
The second is a password. This will be your postcode or country of residence (if
outside New Zealand).
•
If you opt to appoint a proxy and the proxy is not the New Talisman Chairman, you
will need to provide your proxy’s email address so that we can email your proxy their
login details. The email address can be provided through the same channels used to
appoint a proxy, as detailed on your voting/proxy form. Cut-off times for appointing
a proxy are also detailed on this form.
Home page
•
Click the Start button on the home page to navigate the New Talisman ASM
platform via the menu located on the left-hand side of the page.
Voting
•
The online voting function will open when the Annual Meeting goes live at 1:00
pm New Zealand standard time on Wednesday 16 September 2026. The voting
function will close when the Chairman closes the meeting.
•
Each resolution to be voted on is listed in order, and you can select from the
following three voting options: In Favour, Against or Abstain.
•
To vote, you need to click on one of the voting option buttons. The button for the
selected option will change colour, after which you will need to click on the
“Submit” button.
•
Until the Chairman closes the poll, you may change your vote by returning to the
Voting tab, selecting the preferred option and clicking on the “Submit” button.
•
Final voting results will be released to the market once the New Talisman ASM has
ended and all votes have been counted.

Questions

We strongly encourage you to submit questions for the Directors or auditors via the New
Talisman ASM online portal in advance of the meeting. During the meeting, we will
address as many of the relevant questions received by 1:00 pm (NZST) on 14
September 2026 as possible.

Once in the online portal, you can submit your questions via the Ask a Question tab on
the left-hand menu. Only you will be able to view the questions you submit.


Live streaming of the Annual Meeting

The format of New Talisman’s virtual Annual Meeting will consist of audio with a
shared screen.

To access the live audio stream, you can click on the video camera icon located at the top
right-hand side of the page.

The live stream will start at 1:00 pm New Zealand standard time on Wednesday
16 September 2026.


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

---

•Resolution 5 by any Director of the Company or any Associated Person
(as defined in the NZX Listing Rules),
•Resolution 6 by any director who may receive shares in lieu of director
remuneration under Resolution 6 or Associated Person (as defined in the
NZX Listing Rules),
unless the vote is cast by that person as a proxy for a person who is entitled to
vote, in accordance with an express direction on this form.
Persons subject to a voting restriction may not be appointed as a discretionary
proxy (but can be appointed as a non-discretionary proxy and expressly directed
how to vote if appointed by a person who is not disqualified from voting).
All persons registered on the Company’s register of shareholders as the holder
of shares as at 5pm on 14 September 2026 shall, subject only to the preceding
restrictions, be entitled to vote at the meeting in person or by proxy.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
At least one joint security holder should sign this form (on behalf of all joint
security holders). If different joint security holders purport to appoint different
proxies, the vote of the proxy appointed by the first named joint security holder
will prevail.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a director, authorised signatory or attorney.
Please sign in the appropriate place and indicate the office held.
Comments & Questions
If you have any comments or questions for the Company, please email
them to info@newtalisman.co.nz.
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the virtual meeting, you may appoint a proxy. The
Chairman of the meeting, or any other director, is willing to act as proxy for any
shareholder who wishes to appoint him or her for that purpose. To do this, enter
‘the Chairman’ or the name of your proxy in the space allocated in ‘Step 1’of
this form. Alternatively you can appoint a proxy online at www.investorvote.co.nz.
The Chairman and other directors intend to vote any discretionary proxies in
favour of the resolutions contained in the Notice of Meeting. If, in appointing a
proxy, you have inadvertently not named someone to be your proxy (on the
enclosed proxy form), or your named proxy does not attend the virtual meeting,
the Chairman of the meeting will be your proxy and will vote in accordance with
your express direction.
Shareholders that appoint a proxy may still attend the meeting electronically. If,
however, if a valid proxy has been appointed and remains in effect, but the
shareholder votes directly, the direct vote will override the proxy appointment.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote as they choose. If you
mark more than one box on an item your vote will be invalid on that item.
Attending the Meeting
Attendance and participation will be through a live webcast, accessed through an
internet connected computer, tablet, smartphone or similar device. Please refer
to the Notice of Meeting that accompanies this Voting and Proxy Form, for further
instructions.
Voting Restriction
In accordance with NZX Listing Rule 6.3.1, the Company will disregard any votes
cast in favour of:
• Resolution 4 by any person who has been issued, or has acquired, the
ordinary shares that are subject to ratification by Resolution 4, and any
Associated Person (as defined in the NZX Listing Rules);
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Victoria Street West,
Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Proxy/Voting Form
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Turn over to complete the form to vote
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
The Annual Shareholders’ Meeting of New Talisman will be held on Wednesday 16 September 2026, commencing at 1pm online at
be:https://ntlasm2026.anzpac.chime.live. For your proxy to be effective it must be received by 1.00pm (NZST) Monday, 14 September 2026.
Due to our shareholders being located across New Zealand and Australia, as well as other parts of the world,
the Annual Meeting will be held virtually at be:https://ntlasm2026.anzpac.chime.live.

Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
I/We being a shareholder/s of New Talisman Gold Mines Limited
Items of Business - Voting Instructions
STEP 2
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be
counted in computing the required majority. If you return this form without directing the proxy how to vote on any particular matter, the proxy will
vote as he or she thinks fit.
Signature of Securityholder(s) This section must be completed.
SIGN
Individual/Authorised officer or attorneyIndividual/Authorised officer or attorneyIndividual/Authorised officer or attorney
Securityholder 1Securityholder 2 (if applicable)Securityholder 3 (if applicable)
Contact Name Contact Daytime Telephone Date
ForAgainst
Abstain
Proxy
Discretion
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the virtual Annual Meeting of Shareholders
of New Talisman Gold Mines Limited to be held on Wednesday, 16 September 2026 at 1.00pm (NZST) and at any adjournment of that meeting.
Shareholders who appoint a proxy may still attend the meeting electronically;
however, where a valid proxy has been appointed and remains in effect,
the shareholder will not be able to vote directly unless the proxy appointment
is revoked in accordance with the Company’s procedures.
Ordinary Business
Resolution 1.
Director re-election: Richard Tacon
That Richard Tacon, who retires by rotation pursuant to NZX Listing Rule 2.7.1 and is eligible for re-election,
be re-elected as a director of the Company.
Resolution 2.
Director election: Terence Moynihan
That Terence Moynihan, who was appointed by the Board since the Company’s last annual meeting and
retires pursuant to NZX Listing Rule 2.7.1 and being eligible, has offered himself for election, to be elected as
a director of the Company.
Resolution 3.
Appointment of auditor and auditor remuneration
That Baker Tilly Staples Rodway be appointed as the auditor of the Company and that the Board be authorised
to fix the remuneration of the auditor for the coming year.
Resolution 4.
Ratification of 2025 placements and replenishment of placement capacity
That, in accordance with NZX Listing Rule 4.5.1(c), shareholders ratify, confirm and approve the issues and
allotment of 32,958,557 ordinary shares in the Company made during the 12-month period before the
Annual Meeting of Shareholders, as described in the Explanatory Notes.
Resolution 5.
Increase share issue capacity
Further, to approve, for all purposes, in accordance with the NZX Listing Rule 4.2.1, the issue of 79,334,678
ordinary shares to up to 10% of the ordinary shares in the Company at the date of the meeting on the terms
and conditions set out in the Explanatory Notes.
Resolution 6.
Future issue of shares in lieu of cash directors’ fees
That, in accordance with NZX Listing Rules 2.11 and 4.7, shareholders approve the Company paying
directors’ remuneration by issuing ordinary shares, should the Company choose to do so.
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and
email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):