Private Placement Complete & Capital Change Notice

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______________________________________________________

15
th
December 2025



ANNOUNCEMENT BY
NEW TALISMAN GOLD MINES LIMITED
(NZX: NTL)
FOR IMMEDIATE RELEASE
Completion of Private Placement
New Talisman Gold Mines Limited (NTL) is pleased to advise that it has successfully closed
its private placement to eligible investors, raising NZ$679,088.24 through the issue of
30,867,648 ordinary shares at NZ$0.022 per share, representing a 15% discount to the 5-day
VWAP prior to allotment. The shares will be allotted today, Monday, 15 December 2025.
In addition, NTL has issued 2,090,909 shares on the same terms as the recent placement.
These shares will be 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, as well as for our
security supplier who has chosen to receive part of their fees in equity for the same period.
The shares will be progressively transferred on a monthly basis in line with the standard
invoice payment schedule. Furthermore, our General Manager and another director have
agreed to defer payment of their fees until March 2026.
Proceeds from the placement will be applied to working capital.



Jane Bell
Company Secretary
New Talisman Gold Mines Limited


2b Gibraltar Cres,
Parnell, Auckland 1052
Ph: +64 9303 1893
info@newtalisman.co.nz

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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 32,958,557 ordinary shares for
private placement

Issue/acquisition/redemption price per security $0.022 per share for the placement

Nature of the payment (for example, cash or other
consideration)
$679,088.24 paid in Cash
$46,000 paid in services
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

4.37%
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.
711,840,938 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 3 December 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
15 December 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 was made to eligible investors
who have expressed an interest in
participating in a private placement. And
to Suppliers that have elected to be paid
their fees by way of equity. 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

15 December 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).