Terra Firma Shares Additional Disclosure

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2b Gibraltar Cres, Parnell, Auckland 1052
Office +64 9 303 1893
info@newtalisman.co.nz







14 August 2023

ANNOUNCEMENT BY NEW TALISMAN GOLD MINES LIMITED
(NZX: NTL, ASX: NTL)
FOR IMMEDIATE RELEASE

NEW TALISMAN SHARES OWNED BY TERRA FIRMA

New Talisman Gold Mines Limited (NZX/ASX: NTL) (NTL) has been asked by ASX Limited to
disclose to the market some additional detailed terms relating to the issue to Terra Firma Mining
Limited (TFML) of 16,666,667 shares in NTL, announced to the market on 7 June 2023 (or,
$300,000 of shares at the $0.018 issue price).
NTL does not consider any of the additional detail is material information.

TFML agreed to the same issue price for its shortfall shares as applicants in the rights issue, and
as other applicants in the shortfall offer. As a payment term, TFML has agreed to set-off the
amount payable by TFML against invoices payable by NTL to TFML for mining services. NTL
anticipates the full amount will have been invoiced prior to 31 March 2024.
As mechanical matters:

• TFML agreed that NTL’s wholly-owned subsidiary Coromandel Gold Limited (CGL) would
hold legal title to the shortfall shares issued to TFML on bare trust for TFML under section
82(6) of the New Zealand Companies Act 1993 (Act), pending agreement on TFML
invoices. CGL progressively releases legal title to TFML as relevant invoices are approved
by NTL. TFML has had full beneficial ownership of the shares since the time of issue to
TFML. Neither NTL nor CGL have any beneficial interest in the shares issued to TFML.

• In the unlikely event that TFML has not paid for all of the shortfall shares issued to TFML
on 31 March 2025, or such later date that TFML and NTL may agree, or if the services
agreement between NTL and TFML is terminated, CGL may arrange to sell such of shares
as is required to pay for the remaining outstanding balance of the subscription price
through the NZX Main Board and/or to acquire such shares and cancel them pursuant to
the share buyback provisions of the Act.

• TFML has agreed to comply with NTL’s “inside information” securities dealings policy
before it trades any NTL shares.

NTL’s board’s judgment was that the issue of shares to TFML qualified for allotment under ASX
Rule 7.2, exception 7.3, on the basis that the shares were issued to TFML in accordance with
the shortfall share allocation policy stated in the rights issue offer document (where the NTL
board considered it equitable and in the best interest of NTL, and on terms that are no more
favourable to the applicant than to those issued shares in the rights issue), at the same price
issued to other applicants, and within 3 months of closing of the rights issue.

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ASX has advised that it does not agree with the NTL board’s business judgment, and that the
issue of the shortfall shares to TFML must be deducted from NTL’s 15% rule placement
capacity. As NTL has not issued any shares under the placement capacity, its placement
capacity is accordingly now reduced by 16,666,667 shares for the next 12 months.


Yours sincerely,

Samantha Sharif Chair
New Talisman Gold Mines Limited