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Private Placement Allotted and Conv Note Converted

Capital Raise30 June 2025NTLIndustrials

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2b Gibraltar Cres, Parnell, Auckland 1052

Office +64 9 303 1893

info@newtalisman.co.nz








30 June 2025



ANNOUNCEMENT BY NEW TALISMAN GOLD MINES LIMITED

(NZX: NTL)

FOR IMMEDIATE RELEASE


NEW TALISMAN ISSUES NEW SHARES AS PRIVATE PLACEMENT AND

COMPLETES THE FINAL CONVERSION OF DEBT SECURITY



NTL is pleased to announce it has today allotted 7,638,888 new ordinary shares in a private

placement under listing rule 4.5.1 for NZ$550,000 the issue price being 0.072 per share for the

issue of ordinary shares, a 5% discount of the VWAP for the 10 days immediately prior to the

placement allotment. The proceeds from the placement will be used as working capital for the

commencement of bulk sampling.

Following the issue of shares under private placement NTL has converted the balance of the

Convertible Loan Note by issue of 543,442 ordinary shares for NZ$35,324 (being 15% discount

on the 20 day VWAP of NTL shares as per the terms of the Note) to Hamish Brown.



Yours sincerely,


S Jane Bell

Company Secretary

New Talisman Gold Mines Limited

---

Template
Capital Change Notice


Updated as at February 2025


Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content

should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular

element does not apply, mark the row as N/A. Any other changes to this prescribed form must first be approved by

NZX as required under NZX Listing Rule 3.26.1.


Section 1: Issuer information

Name of issuer New Talisman Gold Mines Limited

NZX ticker code NTL

Class of financial product Ordinary Shares

ISIN (If unknown, check on NZX website) NNZHERE0001S6

Currency NZ$

Section 2: Capital change details

Number issued/acquired/redeemed Issue of 7,638,888 ordinary shares for

private placement


Issue/acquisition/redemption price per security $0.072 per share for the placement


Nature of the payment (for example, cash or other

consideration)

Cash

Amount paid up (if not in full) paid in full

Percentage of total class of Financial Products

issued/acquired/redeemed/ (calculated on the

number of Financial Products of the Class,

excluding any Treasury Stock, in existence)

1


1.19%

Reason for issue/acquisition/redemption and

specific authority for issue/acquisition/redemption/

(the reason for change must be identified here)

Issue of shares pursuant to a private

placement. By resolution of the Board of

NTL


Total number of Financial Products of the Class

after the issue/acquisition/redemption/Conversion

(excluding Treasury Stock) and the total number of

Financial Products of the Class held as Treasury

Stock after the issue/acquisition/redemption.

648,672,802 ordinary shares

No treasury stock

Specific authority for the issue, acquisition, or

redemption, including a reference to the rule

pursuant to which the issue, acquisition, or

redemption is made

Board Resolution and Directors Certificate

dated 27 June 2025 for the private

placement under listing rule 4.5.1


Terms or details of the issue, acquisition, or

redemption (for example: restrictions, escrow

arrangements)

New ordinary shares which rank equally

with all other fully paid ordinary shares


1

The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Date of issue/acquisition/redemption
2

30 June 2025

Section 3: Disclosure required for Placements made under Rule 4.5.1

[Issuers may opt to release Section 3 information (if not already done so) in a separate announcement within five Business Dats of

the issuance. Delete this Section 3 if capital change is not the result of a Placement under Rule 4.5.1]


Details of the approach in identifying investors who

were able to participate in the offer and how their

respective allocations in the offer were determined.


The explanation must set out the key objectives

and criteria the Issuer adopted in the allocation

process, whether one of those objectives was a

best effort to allocate on a pro rata basis to existing

holders of the Issuer’s Equity Securities, and any

significant exceptions or deviations from those

objectives and criteria.

Placement is being made to eligible

investors who have expressed an interest

in participating in a private placement.

The quantum of the private placement

funds being sought was not sufficient to

warrant a full rights offer to all

shareholders so a decision was made to

allocate within the criteria set out in rule

4.5.1

Section 4: Authority for this announcement and contact person

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


30 June 2025





2

Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant

issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

---

Template
Capital Change Notice


Updated as at February 2025


Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content

should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular

element does not apply, mark the row as N/A. Any other changes to this prescribed form must first be approved by

NZX as required under NZX Listing Rule 3.26.1.


Section 1: Issuer information

Name of issuer New Talisman Gold Mines Limited

NZX ticker code NTL

Class of financial product Ordinary Shares

ISIN (If unknown, check on NZX website) NNZHERE0001S6

Currency NZ$

Section 2: Capital change details

Number issued/acquired/redeemed Issue of 543,442 ordinary shares


Nominal value (if any) Not applicable

Issue/acquisition/redemption price per security $0.065 per share issued upon the partial

conversion of a Convertible Loan Noted

for a total of NZ$35,324

Nature of the payment (for example, cash or other

consideration)

Cash

Amount paid up (if not in full) paid in full

Percentage of total class of Financial Products

issued/acquired/redeemed/ (calculated on the

number of Financial Products of the Class,

excluding any Treasury Stock, in existence)

1


0.08%

For an issue of Convertible Financial Products or

Options, the principal terms of Conversion (for

example the Conversion price and Conversion date

and the ranking of the Financial Product in relation

to other Classes of Financial Product) or the Option

(for example, the exercise price and exercise date)

Not applicable

Reason for issue/acquisition/redemption and

specific authority for issue/acquisition/redemption/

(the reason for change must be identified here)

Issue of Shares pursuant to the partial

Conversion of a Convertible Loan Note.

Total number of Financial Products of the Class

after the issue/acquisition/redemption/Conversion

(excluding Treasury Stock) and the total number of

Financial Products of the Class held as Treasury

Stock after the issue/acquisition/redemption.

649,216,244 ordinary shares

No treasury stock

In the case of an acquisition of shares, whether

those shares are to be held as treasury stock

Not applicable


1

The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Specific authority for the issue, acquisition, or
redemption, including a reference to the rule

pursuant to which the issue, acquisition, or

redemption is made

Board resolution and directors’ certificate

dated 30 May 2022 and shareholder

approval by ordinary resolution at special

meeting held on 29 June 2022

Terms or details of the issue, acquisition, or

redemption (for example: restrictions, escrow

arrangements)

New ordinary shares which rank equally

with all other fully paid ordinary shares

Date of issue/acquisition/redemption

2

30 June 2025

Section 3: Disclosure required for Placements made under Rule 4.5.1

[Issuers may opt to release Section 3 information (if not already done so) in a separate announcement within five Business Dats of

the issuance. Delete this Section 3 if capital change is not the result of a Placement under Rule 4.5.1]


Details of the approach in identifying investors who

were able to participate in the offer and how their

respective allocations in the offer were determined.


The explanation must set out the key objectives

and criteria the Issuer adopted in the allocation

process, whether one of those objectives was a

best effort to allocate on a pro rata basis to existing

holders of the Issuer’s Equity Securities, and any

significant exceptions or deviations from those

objectives and criteria.

n/a

Section 4: Authority for this announcement and contact person

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


30 June 2025





2

Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant

issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

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.