New Talisman Gold Mines (NTL) 2015年年度報告「ASX」.pdf

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1、ANNUAL REPORT 20152 NEW TALISMAN GOLD-ANNUAL REPORT 2015 ContentsDirectors Report 3Board of Directors 9Audit Report 10Financial Statements 11Notes to the Financial Statements 14Tenement Schedule 19Additional Information 23Corporate Governance 25Company Directory back pageHIGHLIGHTS During the year t

2、he Company:Received authority to Enter and Operate Talisman mine from Department of Conservation Received Change of Conditions on the Talisman permit from NZPAM First production achieved by processing 2 batches of ore containing high grade gold and silver Successfully raised over NZ$1.4m Judicial re

3、view proceedings discontinued at request of applicant Declared a maiden resource at Rahu of 40,000 ounces Gold and 258,000 ounces Silver Completed an application for an Extension of Land with NZPAM over Rahu including a project study Entered into an exclusive non-binding Heads of Agreement with a wh

4、olly owned subsidiary of Newcrest Mining Limited on its highly prospective Rahu permit area Completed and lodged Health and Safety management plan with Worksafe NZ Secured a term sheet for NZ$1.46M on funding by Chinese investorsReport to the Shareholders of New Talisman Gold Mines LtdYear ended 31

5、March 2015ANNUAL REPORT 2013NEW TALISMAN GOLD-ANNUAL REPORT 2015 3Directors Report For the year ended 31 March 2015Dear ShareholdersThe Directors of New Talisman Gold Mines Ltd are pleased to provide the following report on the progress your company made in the year to 31 March 2015 and its financia

6、l position at the end of the period.IntroductionDuring the year under review the Company made significant progress at the companys key project area in the Karangahake Gorge.Your directors are pleased to report that your Company is further shaping itself into a producer from the company it was twelve

7、 short months ago.The difference is observable both at the mine site where tonnes of ore have been removed and processed and in the surrounding exploration landscape with new exploration programs underway by major companies.Having 20 years under its belt in the Karangahake Gorge area New Talisman we

8、lcomes its newest neighbours to the area,Oceana Gold,who recently acquired Newmonts Waihi Gold mine.The Company also welcomes Newcrest Mining who have recently announced a major land acquisition surrounding Talisman and the Rahu tenements.Twelve months ago your directors amid a lower gold price cons

9、idered a plan aimed to extract bulk ore samples from the mine in order to test processing options and to trial different mining methods as a precursor to more expansive operations.The plan is now on track with all legal hurdles having been overcome including the recent announcement by Protect Karang

10、ahake that they have discontinued their application for judicial review proceedings in the high court in the face of very strong evidence provided by both New Talisman and the Council.Subject to completion of capital raising initiatives the program is now to finalise the traffic management plan and

11、move on an accelerated pathway towards bulk sampling.Your Company is currently exploring further options as to how to best utilise its full extraction capabilities under the consents allowing up to 20,000 cubic metres per annum for 2 years.This represents up to 50,000 tonnes per annum which assumes

12、the maximum allowable ore is extracted at the average head grade contemplated of up to 15,500 ounces of gold and up to 60,000 ounces of silver contained in the ore could be taken offsite each year for processing.Following on from the change of the accounting conventions adopted last year shareholder

13、s can see the companys balance sheet continue to grow where it was unable to do under the exploration conventions previously adopted by the company.Today we have all the consents necessary to enter and operate.It is possible to drive a truck to within a few meters of the mine portal and walk through

14、 the underground workings to the ore-bearing face where bulk sampling/trial mining will commence.As outlined previously the commencement of bulk sampling remains dependent on installation of the necessary surface facilities and underground infrastructure water,compressed air,electricity,roof support

15、 and a ventilation system.Assuming the current capital raising initiatives with both our partners and our current shareholders this is the next immediate focus prior to initiating underground works.Broken Hill has advanced its prospects significantly with the acquisition and drilling assessment of s

16、everal high-grade heavy mineral sands deposits south of Broken Hill in western NSW(refer to subsequent section).These deposits may have the potential to be fast-tracked into a low-cost development.Last year two of the Companys permits(Rahu and Golden Valley)were approaching the end of their current

17、terms.Whilst the Company has relinquished Golden Valley it has invested significant time and effort into the Rahu permit,completing a Karangahake project study and lodging an application for an Extension of land(EOL)over the Rahu area.Simply put this would increase the Companys Mining permit at Tali

18、sman to encompass Rahu given the contiguity of the mineralisation NTL geologists believe exists between the two.During the year the technical team declared a resource and completed a study showing the various options for mining at Rahu.Recently New Talisman has entered into an exclusive non-binding

19、Heads of Agreement with a wholly owned subsidiary of Newcrest Mining Limited on its highly prospective Rahu permit area.During the year gold fell from USD1321 at this time last year to its current price of about USD1,205 per ounce.However,the NZD dropped significantly in that time from USD0.88 to it

20、s current level of USD0.69.This means that the effective gold price increased from NZD1,497 per ounce to a current price of NZD1,741 per ounce.If the dollar continues on its current trajectory and gold rises by only USD150 it is quite possible that NZD2,000 per ounce could be reached in 2016.HSBC fo

21、recasts Gold above this price by mid-2016.CorporateThe Company successfully completed two rights issues during the period under review and raised over NZD1.4m in all,including a placement to major shareholders.This allowed the Company to deliver its first gold to Newmont Waihi for processing resulti

22、ng in the first revenues from gold production for the Company since its inception in 1987.Post the year under review the Company entered into a binding term sheet subject to entering into satisfactory documentation with a major Chinese investor for the development of the Talisman mine.Having entered

23、 into the term sheet with the investor,the Directors considered ways to ensure current shareholders were able to provide additional support.The Directors determined to complete a Share Placement Plan(SPP)and this is currently underway.The pricing of the SPP at NZD0.007(available only to existing sha

24、reholders)reflects the Directors understanding(as outlined at the AGM)that shareholders wished to continue to participate in the Companys funding.Following on from the successful capital raising in November the Directors instigated a number of cost saving measures including reductions in both execut

25、ive and Directors fees.A strategy session was completed by the Directors which focussed on the road to production as well as the long-term expansion and future potential of the Karangahake project.4 NEW TALISMAN GOLD-ANNUAL REPORT 2015 Capital Raising Rights IssueSubsequent to the close of the previ

26、ous financial year NTL raised$634,069 through a rights issue at.008 which closed on 13 June 2014.The funds will be applied to the bulk sampling project at Talisman and were applied to the preparation of extraction of ore from the stockpiles at Talisman.The placement of the shortfall totaled$35,000 R

27、ights IssueA Rights was initiated in November 2014 at 1 cent NZ/AU,raising NZ$495,547 and A$28,853.Funds were applied to the Talisman mine development and NTL working capital.These funds allowed for the first production at Talisman in 2 batches of ore sent to Newmont Waihi which resulted in revenues

28、 from production exceeding$150K.PlacementsA few placements were completed between October-November 2014 at 1 cent,raising NZ$280,000.Funds were applied to the Talisman mine development and the Rahu development as well as working capital.Share Purchase PlanThe company is currently undertaking a share

29、 purchase plan to existing shareholders raising up to a maximum of 30%of the companys capital.Each shareholder is entitled to a$15,000 NZD or A$12,600 at a price of NZ$.007 or A$.007.Talisman Gold Project,NEW ZEALAND(100%New Talisman Gold)The focus over the last year has been mainly regulatory with

30、the granting by the Department of Conservation clearance to enter and operate the Talisman mine.Following this the Company lodged the Health and Safety Plan which is detailed further in this report.Under the granted consents and valid Traffic Management Plan(TMP)the Company extracted crushed and sam

31、pled more than 120 tonnes of ore from stockpiles at the mine and sent it for processing.The primary foci have been to complete the remaining requirements for health and safety and submission of a revised Traffic Management Plan which will allow for four trucks per day to freight ore from the mine.NZ

32、PAM granted the Change of Conditions(COC)which NTL applied for during the period.The changes take into consideration the further definition of resources during the bulk sampling phase which replaces the previous drilling requirement as well as providing for extension of time for production.Among key

33、 features of this COC is the recognition of external climate factors outside the Companys control which may affect annual production.In the midst of the progression towards bulk sampling the Company was met with opposition by an anti-mining group in the form of a judicial review and a number of smal

34、l protests.The Company maintains its view that the effects of any mining deep underground at Talisman would have minimal if any effects on the surrounding area which has been modified through 100 years of mining.In fact it is the curiosity in the historic mine workings at the Companys Talisman mine

35、which attracts thousands of tourists per year to the gorge.It is expected that with increasing mine activities there will be even more public interest.The anti-mining group questioned the Companys water management plan which was subsequently independently assessed by Waikato District Council who ver

36、ified with an independent expert that there would be no measurable effects of the water by the Companys activities.The group subsequently withdraw their allegations.ANNUAL REPORT 2013NEW TALISMAN GOLD-ANNUAL REPORT 2015 5Post the date under review the opponents to the mine requested that Talisman an

37、d Hauraki District Council allow them the ability to stop proceedings without seeking costs and following both NTL and HDC agreement,withdrew their requests for a Judicial Review.New Talisman takes its social and environmental license to operate in hand with its other key priorities of health and sa

38、fety.The Company will continue to liaise with landowners and the community to ensure they are fully aware of the Companys plans and activities.The Company has set up a stakeholder management plan and will engage with various stakeholders over the coming months.Work during the next few months will in

39、clude completion of the Health and Safety Management Plan(after feedback from WorkSafe NZ)and completion of the revised TMP.Following these the Company will secure the site and begin the first phase of rehabilitation.Depending on the timeframe for processing of the Traffic Management Plan and comple

40、tion of the current capital raising initiatives the Company expects to begin the first upgrades of the road by late November followed by commencement of mine refurbishment.Bulk Sampling ProjectAs previously set out the bulk sampling/trial mining phase of the project was derived from the first year o

41、f the mine plan set out in the Pre-Feasibility study and takes into account the current price of gold along with the need to acquire additional geological and metallurgical data for the ore body and establish sustainable revenues from the bulk sampling/trial mining phase.With the significant increas

42、e in gold price on a NZD basis and with the potential for further injection of capital into the Company the mine team is currently looking at the potential for a more expansive extraction plan which will leverage off the initial plan to extract 600 tonnes of ore per month.Nonetheless the requirement

43、s for ventilation,power and water remain and the Company is focussed in the near term on completion of the rehabilitation works necessary to access the mine.This will take a number of months particularly in developing the ventilation air lock and support work required prior to commencing mine operat

44、ions.Based on what are considered to be conservative development rates,the company expects production of approximately 650 tonnes of material per month at steady state.Based on the calculated JORC reserve this will equate to between 200 and 300 ounces of gold and between 600 and 900 ounces of silver

45、 per month.While much depends on information obtained in the early months of development there is potential to expand production through the establishment of additional production areas.The bulk sampling plan is based on a gold price of USD1200(NZD1500)per ounce,which is conservative when compared t

46、o the prevailing spot price of around NZD1700 per ounce,and indicates a net return after 18 months of NZD1.3 million.Mine Access and ConsentingAs highlighted above NTL has secured all necessary consents and has no foreseeable legal challenges.The final steps in the long path to production are comple

47、tion of a Traffic Management Plan and feedback on the Health and Safety Management Plan to ensure that we maintain the high standards required to operate an underground mine in NZ.Ore ProcessingDuring the year under review the Company completed preliminary testwork through crushing and treating two

48、batches of ore from stockpiles at the mine.This work entailed trucking of material from site to a nearby quarry for crushing and subsequently transport to Newmont Waihi for treatment.At Newmont Waihi the ore was sampled by both New Talisman and Newmont.Both parties agreed that the batches contained

49、approximately 1.5 ounces of gold per tonne and 1 ounce of gold per tonne respectively.This was a significant milestone for the Company with the first gold revenues from the Talisman ore in more than 30 years and a first since New Talisman(formerly Heritage Gold)has owned the project.Health and Safet

50、y Management SystemDevelopment of a Health and Safety Management System which complies with the new Health and Safety in Employment(Mining Operations and Quarrying Operations)Regulations 2013 has progressed satisfactorily.The documentation includes a series of Principal Hazard Management Plans and P

51、rinciple Control Plans which together detail how the Company will manage hazards at the mine.The Company is currently completing some additional risk assessment material requested by WorkSafe so that they can verify compliance of the proposed safety management plans with legislative requirements.Bot

52、h organisations are mindful of the duty of care imposed by regulation and are working together constructively to ensure robust systems that are commensurate with the scale of the Talisman operations.The focus on long term potential upside included the application made for an extension of permitting

53、at Rahu which has a declared resource and is generally contiguous with the Talisman permit mineralisation.As outlined below this has attracted the interest of a multinational mining company.6 NEW TALISMAN GOLD-ANNUAL REPORT 2015 Rahu ProjectOne of the most recent discoveries made in NZ by the Compan

54、y,the Rahu area which is believed to be a generally contiguous mineralisation and extension of the Talisman vein system is currently under an application to be included in the Talisman permit area.The Company has long recognised that the gold mineralised vein system at Talisman extends into Rahu whe

55、re less erosion has preserved the upper levels of the mineralisation and the likelihood of high grade veins at moderate depth.NTL executive team and its joint venture partners recently met with NZPAM to discuss the application for an Extension of Land“EOL”over Rahu(lodged in August 2014)for which a

56、formal response was received and further details are being provided to support the application.The Company is working closely with NZPAM in order to finalise the application.A Rahu project plan encompassing an extension of the Talisman mine plan was submitted to NZPAM in early May.As announced Rahu

57、is currently under an application for an Extension of Land.The completion of any binding agreement with Newcrest is subject to the Extension of Land application being granted and Newcrest being satisfied in its absolute discretion with its due diligence over New Talisman and the project.Rahu is one

58、of the more recent discoveries developed by New Talisman and provides a significant potential for a vein structure similar to that found at the Talisman mine.The JORC 2012 mineral resources at Rahu are tabulated below:Lower cut off(g/t)TonnesAu g/tAu OzAg(g/t)Ag OzIndicated(0.3)277,6690.65,3278.7978

59、,430Inferred(0.3)2,116,9040.5336,2642.64179.989Total(0.3)2,394,5730.5441,5913.36258.419Core Samples from Rahu Ridge show similar characteristics to the rock found in Talisman.Rahu/Talisman cross sectionNTL have completed 2,492m of drilling at Rahu which,together with previous drilling campaigns and

60、geological investigations,provides evidence that mineralisation and alteration present at Rahu represent the upper levels of and northern extension of the Talisman epithermal gold system.Most of the drilling has intersected broad zones of low-medium grade gold and silver mineralisation with narrower

61、 higher grade intervals.This is characteristic of the upper parts of an epithermal system.Highly mineralised quartz vein fragments(up to 7.6g/t Au)in hydrothermal breccia zones intersected by drilling attest to the presence of deeper higher-grade quartz veining that is characteristic of the veins mi

62、ned within the Talisman Mine and provides further evidence that Rahu is an extension of the Talisman mineral system.The EOL to include Rahu in the Talisman MP will allow for a natural extension of mining operations.The Karangahake project study which was recently completed looked at the development

63、of Rahu given its similar mineralisation.To support EOL application the detailed project study drew on the metallurgical and geological knowledge of the vein system which is believed to extend from Talisman and through Rahu was submitted to NZPAM.This included proposed extraction plans which will be

64、 further developed through prefeasibility drilling in parallel with the PFS as data becomes available.Should NTL be successful in its application for an extension of Land it will immediately embark upon finalising a joint venture and a work program in a staged approach.NTL Executives have been worki

65、ng through the various questions posed by NZPAM geologists and are confident that these queries have been addressed in the application and accompanying project study.Should further proposed work program be successful and significantly increase the maiden resource declared during the past year,NTL be

66、lieves this provides significant upside to the current 5 year mine plan.ANNUAL REPORT 2013NEW TALISMAN GOLD-ANNUAL REPORT 2015 7The Year AheadHaving lodged its Health and Safety Management Plan with Worksafe NZ and submitted a number of variations to each module as requested,the coming months are fo

67、cussed on preparing the Traffic Plan and road leading to the mine.Upon completion of these,the Company can commence activities at the mine site.This will include securing the site to ensure the health and safety of its workforce and the wider public.Once suitable security arrangements are in place w

68、ork will begin on upgrading site water handling facilities,establishment of an explosives storage facility and construction of the ventilation air lock prior to installation of the main ventilation fan.With this in place the company will be in a position to proceed underground with mobile machinery

69、to begin rehabilitation of the mine workings and installation of mechanical and electrical infrastructure from the Number 8 level portal to the Mystery and Dubbo vein areas.With this infrastructure in place the Company will be able to mine gold-bearing ore from both vein structures.As per its name t

70、he Mystery Vein is a relatively unknown vein with less than 100 metres of on-vein drive development completed by Cyprus Mining in the 1980s.The ore reserve calculations take into account only high confidence measured and indicated resources proximate to these drives,however,with face sampling in the

71、 area yielding assayed gold grades exceeding 50g/t and potential for strike extension of this vein,there is an excellent opportunity to increase resources and reserves in the short term.The drive on the Maria Vein within the Dubbo Section of the mine will have a twofold purpose.Firstly to provide ad

72、ditional information on the structural and grade characteristics of this high grade block of ground which has yielded core assays in excess of 1000 g/t.Secondly,to provide a return path for ventilating air.Blast holes will be drilled in the drive face using a hand held air leg rock drill,charged wit

73、h explosive and detonated.The broken ore will be loaded from the face by an operator using a skid steer loader and removed from the mine in a purpose built trailer.The Company expects to be in a position to conclude negotiations with respect to a toll treating arrangement within the coming months.Me

74、tallurgical test work on ore samples has been substantially progressed.NTL will seek to continue treating ore at Waihi Gold treatment facilities which have recently been acquired by Oceana Gold.Coromandel Gold Limited(100%New Talisman Gold)Coromandel Gold Limited(“CGL”),a 100%subsidiary of NTL,manag

75、es and develops NTLs exploration and non-core assets under a separate board and management structure.During the period CGL worked closely on Rahu and developed in conjunction with NTL technical experts a Karangahake project study and prefeasibility which shows a significant potential in Rahu.This wa

76、s recently submitted to NZPAM as part of its application for an extension of land which subject to such being granted would see Rahu be encompassed in the Mining permit for Talisman.CGL will continue to look at ways of independent funding once the market climate becomes more conducive to exploration

77、 companies which in the current market in NZ and overseas has seen a large number of companies reduce their exposure to exploration.Once the Rahu application is processed NTL may be in a position to use CGL as the vehicle for any joint venture with the key executive it has already identified.EL 4073

78、6 Golden ValleyPost the date of the period under review Directors considered the current position relating to Golden Valley and a decision was made to relinquish the permit.It was decided that due to the other highly prospective tenements the Company holds in Rahu and Parakoa it would not be in the

79、best interests of shareholders to divert funds from Talisman which remains the Companys main focus.Northland minerals Limited(100%New Talisman Gold Mines)EL 53706 ParakaoNorthland Minerals Ltd,a wholly owned subsidiary of NTL holds an 1,188 hectare Exploration Permit in Northland,New Zealand.Several

80、 gold rich copper occurrences related to base metal massive sulphide deposits occur within the permit.These are possibly analogous to the“black smoker”base metal and gold-rich deposits located off the north east coast of New Zealand.Overseas examples of this style of mineralisation include the Rio T

81、into deposit in Spain,Cyprus-style deposits on Cyprus Island,and Mt Lyell in Tasmania.While some small scale mining took place in the middle of the 20th century there has been no modern exploration in EL 53706.Broken Hill Prospecting Limited(18.04%New Talisman Gold Mines Ltd)The company holds a 18.0

82、4%interest in Broken Hill Prospecting Limited(BPL)which owns the following projects:Thackaringa Cobalt-Pyrite Project,New South Wales,AUSTRALIAA financial analysis which identified the potential for a viable stand-alone project to produce two million tonnes per year sulphuric acid production from ro

83、asting BPLs cobalt-pyrite was completed.Based on a cobalt price of USD27,450 per tonne,the study also suggested that an additional value of the contained cobalt within the deposits could be between USD822 million to USD1,300 million.Heavy Mineral Sands(Ti and Zr)Projects,New South Wales,AUSTRALIABro

84、ken Hill Prospecting Limited(BPL)has been granted five Exploration Licences to explore for heavy mineral sand deposits(titanium and zirconium)in the Murray Basin,south of Broken Hill.The tenements cover substantial heavy mineral sand deposits which include two deposits of considerable size and grade

85、:The Magic HMS Deposit which extends for over 12 kilometres and has a 1-5 metre thick,100-300 metre wide high-grade zone with heavy mineral contents of up to 28%.The Copi North HMS Deposit which extends for more than 10 kilometres and has a 3 metre thick,120-220 metre wide zone with numerous high-gr

86、ade heavy mineral intersections of 20%.Magic and Copi North are relatively high-grade HMS deposits which may have the potential for either parallel or sequential fast-track,low cost mine developments using one or two mobile,modular heavy mineral separation and processing plants.In March 2015,BPL com

87、pleted drill testing at both deposits.The drilling was funded by Relentless Resources Limited which is providing AUD2 million of funding through a joint venture to earn a 50%interest in two tenements(EL8311,EL8312).BPL is manager of the joint venture.JORC resource estimations and mineral make-up stu

88、dies for the deposits are underway and prefeasibility studies are expected to commence in the second half of 2015.Three other tenements(EL8308,EL8309 and EL8310)are not included in the joint venture and are 100%owned by BPL.These include 18 heavy mineral sand prospects which have been drilled by oth

89、er exploration groups.BPL is planning to evaluate these targets in coming months.8 NEW TALISMAN GOLD-ANNUAL REPORT 2015(TM017TM017TM017TM017TM017TM017TM017TM017TM017KP004KP004KP004KP004KP004KP004KP004KP004KP004KP001KP001KP001KP001KP001KP001KP001KP001KP001KP002BKP002BKP002BKP002BKP002BKP002BKP002BKP0

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101、riveDriveLevel 8 ExtensionLevel 8 ExtensionLevel 8 ExtensionLevel 8 ExtensionLevel 8 ExtensionLevel 8 ExtensionLevel 8 ExtensionLevel 8 ExtensionLevel 8 ExtensionBM35 CrosscutBM35 CrosscutBM35 CrosscutBM35 CrosscutBM35 CrosscutBM35 CrosscutBM35 CrosscutBM35 CrosscutBM35 CrosscutBM41 CrosscutBM41 Cro

102、sscutBM41 CrosscutBM41 CrosscutBM41 CrosscutBM41 CrosscutBM41 CrosscutBM41 CrosscutBM41 CrosscutBM37 CrosscutBM37 CrosscutBM37 CrosscutBM37 CrosscutBM37 CrosscutBM37 CrosscutBM37 CrosscutBM37 CrosscutBM37 CrosscutKeillorsKeillorsKeillorsKeillorsKeillorsKeillorsKeillorsKeillorsKeillorsCrosscutCrosscu

103、tCrosscutCrosscutCrosscutCrosscutCrosscutCrosscutCrosscutMaria VeinMaria VeinMaria VeinMaria VeinMaria VeinMaria VeinMaria VeinMaria VeinMaria VeinLevel 5ALevel 5ALevel 5ALevel 5ALevel 5ALevel 5ALevel 5ALevel 5ALevel 5ACrown/WelcomeCrown/WelcomeCrown/WelcomeCrown/WelcomeCrown/WelcomeCrown/WelcomeCro

104、wn/WelcomeCrown/WelcomeCrown/WelcomeStopeStopeStopeStopeStopeStopeStopeStopeStopeMysteryMysteryMysteryMysteryMysteryMysteryMysteryMysteryMysteryVeinVeinVeinVeinVeinVeinVeinVeinVein050100metres2.85m15.38g/tincl 0.55m44.3g/t0.6m3.2g/t8.6m1.46g/t4.65m1.64g/t3.2m3.21g/t13m0.14g/t1.75m2.53g/t1m3.94g/t1m2

105、.08g/t0.9m3.98g/t1.5m9.0g/t0.95m2.12g/t0.8m36.7g/t&1m85.0g/t0.8m3.29g/t1.8m623.5g/t incl 1m1154g/tKarangahake Project:Level 8&5AQuartzveinLevels8&5AOtherlevels(Heritage Golddrillhole!Winze(High Au grade(g/t)channel sampleApril 2011Establish Ventilation SystemLoad out and resupport drivesInstall Serv

106、ices through 8 LevelFirst Drive on Mystery VeinSecond Drive in Dubbo ZoneSchematic diagram of the Talisman Mine showing the tunnels(drives)that will be equipped and the location of the Mystery and Maria drives that will be extended during the Bulk Sampling ProgramANNUAL REPORT 2013NEW TALISMAN GOLD-

107、ANNUAL REPORT 2015 9Competent Person StatementExploration activities and results contained in this report are based on information compiled by Dr Ian Pringle,a Member of the Australasian Institute of Mining and Metallurgy.Dr Pringle is the Managing Director of Broken Hill Prospecting Ltd and also a

108、Director of Ian J Pringle&Associates Pty Ltd,a consultancy company in minerals exploration.He has sufficient experience which is relevant to the style of mineralisation and types of deposits under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined i

109、n the Australasian Code for Reporting of Exploration Results,Mineral Resources and Ore Reserves(the JORC Code).The Inferred Mineral Resource was prepared and first disclosed under the JORC Code 2004.It has not been updated since to comply with the JORC Code 2012 on the basis that the information has

110、 not materially changed since it was last reported.The Potential is reported under JORC Code 2012.It is conceptual in nature and more drilling is required to further define it.However,there is no certainty that additional work will result in an upgrade of potential to Mineral Resource.Dr Pringle has

111、 consented to the inclusion in this report of the matters based on his information in the form and context in which it appears.The information in this announcement that relates to the Talisman Project Pre-Feasibility Study.Ore Reserve estimates and Metallurgical Testwork were prepared by Mr Wayne J

112、Chowles,a Mining Engineer and member of the AusIMM.Mr Chowles is a full time employee of New Talisman Gold Mines Limited and the author of the Talisman Prefeasibility Study referred to in this release.He has sufficient experience which is relevant to the style of mineralisation and type of deposit u

113、nder consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2004 Edition of the“Australasian Code for Reporting of Exploration Results,Mineral Resources and Ore Reserves”.Mr Chowles consents to the inclusion in this report of the matters based on his in

114、formation in the form and context in which it appears.The information in this report that relates to exploration results,exploration targets and mineral resources is based on information compiled by or supervised by Mr Murray Stevens.Mr Stevens is an independent consulting geologist who is a corpora

115、te member of the AusIMM.Mr Stevens has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the“Australasian Code for Reporting of Explora

116、tion Results,Mineral Resources and Ore Reserves”.The information is extracted from the report entitled“HERITAGE GOLD NEW ZEALAND LIMITED,KARANGAHAKE GOLD PROJECT,EXPLORATION AND RESOURCE DEFINITION PROGRAMME PHASE 2,TALISMAN MINE,EXPLORATION PERMIT 40-081”created on 09/06/2006.The company confirms t

117、hat it is not aware of any new information or data that materially affects the information included in the original market announcement and that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially

118、changed.The company confirms that the form and context in which the Competent Persons findings are presented have not been materially modified from the original market announcement.James Murray McKee BA(Hons)Chairman and Non-executive(Independent)DirectorMurray McKee practices as a public policy and

119、 risk management adviser in Wellington.He previously held operations management positions with a US offshore oil and gas exploration company(19751987)and senior management positions with Coal Corporation of New Zealand Limited(1987-1995).He was Chairman of the Coal Research Association of New Zealan

120、d(1995)and a councillor on the New Zealand Minerals Industry Association(1993-1995).He was a ministerial appointee to the New Zealand Conservation Authority for two terms and has served on both the West Coast and Tongariro/Taupo Conservation Boards.Mr McKee has served on the New Talisman Gold Mines

121、Board for 19 years,being appointed a Director on 16 March 1996.Matthew Geoffrey Hill MBA,MAICD,FfinChief Executive OfficerMr Hill is the Executive Director of International Pacific Capital,and Managing Director of Asia Pacific Capital Group Limited.Matthew is an experienced merchant banker having wo

122、rked previously at Potter Warburg;Eventures(a joint venture between Newscorp and Softbank);Pitt Capital and Souls Private Equity Limited.Matthew specializes in resources and company listings on the ASX and NZX and acts for a number of multinational clients.Matthew has been responsible for leading th

123、e company into the development phase at the Talisman mine since his appointment in late 2012 and is primarily responsible for day to day operations and capital raising initiatives of the company.Mr.Hill is an alternate director of Pacific American Coal and a director of Broken Hill Prospecting Limit

124、ed both listed on the ASX.Matthew Holds a Graduate Diploma in Applied Finance and Master of business administration.He is a fellow of the FINSIA and a member of the Australian Institute of Company Directors.Mr Hill was appointed as alternate director for Geoffrey Hill on 1 December 1999,and has serv

125、ed for nearly 9 years since his appointment as Director on 10 October 2006 and Executive Director on 3 September 2012.Dr Ian Pringle BSc(Hons)PhD,MAIG,MAusIMM,MAICDNon-executive(Independent)DirectorDr Ian Pringle joined the Board on 2 August 2011.Dr Pringle has a BSc(Hons)in geology and a PhD in geo

126、logy from the University of Otago in New Zealand.An experienced industry consultant,he has a record of successful mineral project generation,exploration management and mine development in Australia,South East Asia and the South West Pacific.Dr Pringles previously roles have included Managing Directo

127、r of Geopacifc Resources Ltd,Manager of Silver Standard Australia Ltd and Exploration Manager for Oxiana Resources and Golden Shamrock Mines.He is currently Managing Director of Broken Hill Prospecting Ltd(ASX:BPL),in which New Talisman holds a significant interest.Trevor Murray Rintoul NZCE APRCSAN

128、on-executive(Independent)DirectorAppointed on 23 December 2014.Trevor Rintoul is an experienced HR and Civil engineering professional focused on the mining and civil industries.Trevor has worked extensively in the Asia Pacific region.He has worked for small contractors up to large global corporation

129、s in Senior management roles.Recent work over the last 5 years has been in NZ and PNG on civil engineering and mining projects.Trevor is a qualified Civil Engineer and has significant experience in PNG having worked there on and off for the last 25 years.Board of Directors 10 INDEPENDENT AUDITORS RE

130、PORT To the Shareholders of New Talisman Gold Mines Limited Report on the Financial Statements We have audited the consolidated financial statements of New Talisman Gold Mines Limited and its subsidiaries on pages 11 to 22,which comprise the consolidated statement of financial position as at 31 Marc

131、h 2015,and the consolidated statement of comprehensive income,statement of changes in equity and statement of cash flows for the year then ended,and a summary of significant accounting policies and other explanatory information.This report is made solely to the companys shareholders,as a body,in acc

132、ordance with Section 207B(1)of the Companies Act 1993.Our audit has been undertaken so that we might state to the companys shareholders those matters we are required to state to them in an auditors report and for no other purpose.To the fullest extent permitted by the law,we do not accept or assume

133、responsibility to anyone other than the companys shareholders as a body,for our audit work,for this report or for the opinions we have formed.Directors Responsibility for the Financial Statements The directors are responsible for the preparation of financial statements in accordance with generally a

134、ccepted accounting practice in New Zealand and which give a true and fair view of the matters to which they relate,and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,whether due to fraud or

135、error.Auditors Responsibility Our responsibility is to express an opinion on the consolidated financial statements based on our audit.We conducted our audit in accordance with International Standards on Auditing(New Zealand).Those standards require that we comply with ethical requirements and plan a

136、nd perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements.The procedures selected depend on

137、 the auditors judgment,including the assessment of the risks of material misstatement of the consolidated financial statements,whether due to fraud or error.In making those risk assessments,the auditor considers internal control relevant to the entitys preparation of the consolidated financial state

138、ments that give a true and fair view of the matters to which they relate in order to design audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control.An audit also includes evaluating the appropria

139、teness of accounting policies used and the reasonableness of accounting estimates,as well as evaluating the presentation of the consolidated financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.Other than in o

140、ur capacity as auditor,we have no relationship with or interests in New Talisman Gold Mines Limited.Opinion In our opinion,the consolidated financial statements on pages 11 to 22 present fairly,in all material respects,the financial position of New Talisman Gold Mines Limited Limited and its subsidi

141、aries as at 31 March 2015 and their financial performance and cash flows for the year ended on that date in accordance with New Zealand Equivalents to International Financial Reporting Standards.Emphasis of matter Going concern We draw attention to note 19 to the financial statements which states:“T

142、he directors are actively raising funds and have issued Share Purchase Plan since balance date.The directors expect to ensure that financial obligations can continue to be met for longer than 12 months.”The financial report has been prepared on a going concern basis and do not include any adjustment

143、s that may be necessary if fundraising were not successful.Intangible exploration asset We draw attention to note 10 to the financial statements which states:“A new application for an extension of land over the Rahu permit area was lodged before the expiry date and is currently being assessed by NZP

144、AM.The company is working closely with NZPAM on this application.”The financial report does not include any adjustments that may be necessary if the application is not successful.DFK Oswin Griffiths Carlton Chartered Accountants Auckland,New Zealand 30 June 2015ANNUAL REPORT 2013NEW TALISMAN GOLD-AN

145、NUAL REPORT 2015 11The accompanying notes form part of these financial statementsNew Talisman Gold Mines LimitedStatement of Comprehensive IncomeFor year ended 31 March 2015New Talisman Gold Mines LimitedStatement of Changes in EquityFor year ended 31 March 2015 GroupParentNote2015NZ$2014NZ$2015NZ$2

146、014NZ$Continuing Operations Other operating income2 488,466 139,295 141,216 139,295 Operating and administrative expenses3,4 (643,746)(482,059)(704,343)(1,028,346)Exploration costs written off 10(357,653)(1,200,000)(357,653)(1,200,000)Gain/(loss)from operations (512,933)(1,542,764)(920,780)(2,089,05

147、1)Share of results of associates13 -143,700)-Net profit/(loss)for the year(512,933)(1,686,464)(920,780)(2,089,051)Total comprehensive income/(loss)(512,933)(1,686,464)(920,780)(2,089,051)Net profit/(loss)attributable to equity holders of the parent(512,933)(1,686,464)(920,780)(2,089,051)Comprehensiv

148、e profit/(loss)attributable to equity holders of the parent(512,933)(1,686,464)(920,780)(2,089,051)Earnings per share Basic earnings/(loss)per share From continuing operations (0.08)cent (0.31)cent (0.14)cent (0.39)centDiluted earnings/(loss)per share From continuing operations (0.06)cent (0.22)cent

149、 (0.12)cent (0.28)cent Group 2015Group 2014ShareCapitalCapitalReservesRetained EarningsTotal Equity ShareCapitalCapitalReservesRetained EarningsTotal EquityNZ$NZ$NZ$NZ$NZ$NZ$NZ$NZ$Total comprehensive income/(loss)-(512,933)(512,933)-(1,686,464)(1,686,464)Proceeds from share capital issued1,443,290-1

150、,443,290919,464-919,464Equity at beginning of year26,733,638335,341(17,884,110)9,184,869 25,814,174 335,341(16,197,646)9,951,869Equity at end of year 28,176,928335,341(18,397,043)10,115,22626,733,638335,341(17,884,110)9,184,869Parent 2015Parent 2014ShareCapitalCapitalReservesRetained EarningsTotal E

151、quity ShareCapitalCapitalReservesRetained EarningsTotal Equity NZ$NZ$NZ$NZ$NZ$NZ$NZ$NZ$Total comprehensive income/(loss)-(920,780)(920,780)-(2,089,051)(2,089,051)Proceeds from share capital issued1,443,290-1,443,290919,464-919,464Equity at beginning of year26,733,638297,641(17,435,335)9,595,94425,81

152、4,174297,641(15,346,284)10,765,531Equity at end of year 28,176,928297,641(18,356,115)10,118,45426,733,638297,641(17,435,335)9,595,94412 NEW TALISMAN GOLD-ANNUAL REPORT 2015 The accompanying notes form part of these financial statementsNew Talisman Gold Mines LimitedStatement of Financial PositionAs

153、at 31 March 2015 GroupParentNote 2015201420152014EquityNZ$NZ$NZ$NZ$Attributable to parent company shareholders7 10,115,226 9,184,869 10,118,454 9,595,944 10,115,226 9,184,86910,118,4549,595,944Term liabilitiesRehabilitation Reserve 9 666,023666,023666,023666,023Total term liabilities666,023666,02366

154、6,023666,023Current liabilities Payables8132,233 80,713 132,233 80,713Employee benefits2115,583 12,947 15,583 12,947 Total current liabilities147,81693,660147,81693,660Total liabilities 813,839 759,683 813,839 759,683Total equity and liabilities 10,929,065 9,944,552 10,932,29310,355,627Current asset

155、s Cash 584,729 334,745 584,729 334,745Receivables and prepayments22 85,932 48,100110,673 68,506Total current assets 670,661 382,845 695,402 403,251Non-current assets Property,plant&equipment95,330 5,7795,330 5,779Assets under construction97,615,2807,020,9657,615,2807,020,965Intangible exploration as

156、sets101,754,0151,998,4331,732,712 1,981,383Investments11883,779 7,770 883,570 7,560Investment in associate company13-528,760 -936,689 Total non-current assets 10,258,4049,561,707 10,236,8929,952,376Total assets 10,929,0659,944,552 10,932,294 10,355,627For and on behalf of the Board:J M McKee(Chairma

157、n)M G HillDated 29 June 2015 Dated 29 June 2015ANNUAL REPORT 2013NEW TALISMAN GOLD-ANNUAL REPORT 2015 13New Talisman Gold Mines LimitedStatement of Cash FlowsFor year ended 31 March 2015 GroupParentNote2015 NZ$2014 NZ$2015 NZ$2014 NZ$Cash flows from operating activities Cash was provided from:Gold O

158、re Sales98,226Nil98,226NilInterest received16,63810,46016,63810,460Other5041,0505041,050 115,36811,510115,36811,510Cash was disbursed to:Payments to suppliers(518,131)(308,497)(518,131)(308,497)Rent(13,644)(14,154)(13,644)(14,154)Payments to and on behalf of employees(48,578)(133,508)(48,578)(133,50

159、8)(580,353)(456,159)(580,353)(456,159)Net cash outflows from operating activities16(464,985)(444,649)(464,985)(444,649)Cash flows from investing activitiesCash was provided from:Intercompany loan repaymentsNil325Nil325Proceeds from sale of shares577428,677577428,677577429,002577429,002Cash was appli

160、ed to:Prospecting and mine development expenditure (684,128)(869,129)(684,128)(869,129)Purchase of property,plant and equipment(2,340)(2,248)(2,340)(2,248)Investments-Intercompany loans(4,334)(5,236)(4,334)(5,236)(690,802)(876,613)(690,802)(876,613)Net cash outflows from investing activities (690,22

161、5)(447,611)(690,225)(447,611)Cash flows from financing activitiesCash was provided from:Issue of sharesShort term loan1,443,290-1,014,932-1,443,290-1,014,932-1,443,2901,014,9321,443,2901,014,932Cash was applied to:Short term loan repaymentIssue of shares Nil(35,682)(55,829)(31,862)Nil(35,682)(55,829

162、)(31,862)(35,682)(87,691)(35,682)(87,691)Net cash outflows from financing activities1,407,608927,2411,407,608927,241Net increase/(decrease)in cash held252,39834,981252,39834,981Effect of changes in exchange rates(2,414)(26,116)(2,414)(26,116)Cash at beginning of year334,745325,880334,745325,880Cash

163、at end of year 584,729 334,745 584,729 334,745CASH COMPRISES:Cash479,7296,323479,7296,323Short term deposits105,000 328,422 105,000 328,422 584,729334,745584,729334,745All cash balances are available without restriction except for NZ$105,000 on deposit which is security for guarantees issued by the

164、bank.The accompanying notes form part of these financial statements 14 NEW TALISMAN GOLD-ANNUAL REPORT 2015 Notes to the Financial StatementsFor year ended 31 March 20151.STATEMENT OF ACCOUNTING POLICIESReporting entityNew Talisman Gold Mines Limited is a profit-oriented company incorporated and dom

165、iciled in New Zealand,registered under the Companies Act 1993 and listed on the New Zealand Stock Exchange(NZX)and the Australian Stock Exchange(ASX).The company is an FMC reporting entity for the purposes of the Financial Markets Conduct Act 2013 and the financial statements of the company and grou

166、p have been prepared in accordance with the Financial Markets Conduct Act 2013 and comply with NZX Listing Rule 10.6.1 with the exception that separate financial statements for the parent have been presented as the parent engages in the majority of the groups business activitiesThe group consists of

167、 New Talisman Gold Mines Limited(the“company”)and its subsidiaries(the“group”)and these financial statements comprise the separate financial statements of the parent company and the consolidated financial statements of the group.The group is engaged in mine development and mineral exploration.These

168、financial statements were approved for issue by the Directors on 29 June 2015.Statement of complianceThese consolidated and parent financial statements have been prepared in accordance with New Zealand generally accepted accounting practice(NZ GAAP),the requirements of the Companies Act 1993 and com

169、ply with New Zealand equivalents to the International Financial Reporting Standards(NZ IFRS).Measurement baseThe accounting principles adopted are those recognised as appropriate for the measurement and reporting of financial performance and financial position on the historical cost basis modified b

170、y the revaluation of certain assets.The accrual basis of accounting has been used unless otherwise stated and the financial statements have been prepared on a going concern basis.The information is presented in New Zealand dollars which is the companys functional currency.Use of estimates and judgem

171、entsThe preparation of financial statements in conformity with NZ IFRS requires management to make judgements,estimates and assumptions that affect the application of accounting policies and the reported amounts of assets,liabilities,income and expenses.Where material,information on significant assu

172、mptions and estimates is provided in the relevant accounting policy or will be provided in the relevant note.The estimates and associated assumptions are based on historical experience and other factors that are believed to be reasonable under the circumstances.Actual results may differ from these e

173、stimates.The group has made significant accounting estimates in respect of:the assessment of impairment to capitalised exploration expenditure,and the anticipated rehabilitation costs at the conclusion of mining.The estimate does not have a profit effect in the current year.The directors have theref

174、ore obtained independent confirmation from an experienced,independent valuer(Note 10).Estimates and underlying assumptions are reviewed on an ongoing basis.Revisions to accounting estimates are recognised in the year in which the estimates are revised and in any future periods affected.Specific acco

175、unting policiesThe following specific accounting policies,which materially affect the measurement of financial performance and financial position,have been applied consistently.(a)Prospecting costsAcquisition,exploration and development expenditure on exploration and mining tenements is initially re

176、corded at cost.Exploration and evaluation costs are capitalised as deferred expenditure.In the event where exploration demonstrates a permit area is no longer prospective for economically recoverable reserves,or the exploration or prospecting permit is relinquished,the value or cost of the tenement

177、is immediately recognised as an expense in the statement of comprehensive income.Prospecting costs are expected to be recovered from future mining revenues.The recoverability of exploration and evaluation assets is contingent upon future events,such as technical success and commercial development,sa

178、le of the area of interest,the results of further exploration,agreements entered into with other parties,and also upon meeting commitments under the terms of the permits.(b)Mining tenementsWhen a tenement is assessed as capable of sustaining commercial mining operations,capitalised exploration and e

179、valuation expenditure is reclassified as assets under construction and is disclosed as a component of property,plant and equipment.All subsequent development expenditure,net of any proceeds from ore sales during the development stage,is capitalised and classified as assets under construction.On comp

180、letion of development,the value or cost of accumulated exploration and development costs will be reclassified as other mineral assets and amortised on the basis of units of production over the expected productive life of the mine.Provision is made for estimated future rehabilitation and reinstatemen

181、t costs following mining.These costs will be amortised over the life of the mine.(c)Property plant and equipmentAll property,plant and equipment is initially recorded at cost.When an item of property,plant and equipment is disposed of,the gain or loss is recognised in the statement of comprehensive

182、income and is calculated as the difference between the sale price and the carrying value.(d)DepreciationDepreciation is provided on all tangible property,plant and equipment on a straight line basis at rates calculated to allocate the difference between the cost and residual values of each asset ove

183、r its estimated useful life.For this purpose,the company has adopted the depreciation rates set by the Inland Revenue Department as appropriate.Rates used during the year were:Computer software and hardware Straight line 30-36%Field equipment Straight line 10-36%Fixtures and fittings Straight line 1

184、0%Office equipment Straight line 18-30%(e)Impairment of assetsAt each reporting date,the carrying amounts of tangible and intangible assets are reviewed to determine whether there is any indication of impairment.If the recoverable amount of an item of property,plant and equipment is less than its ca

185、rrying amount,the item is written down to its recoverable amount and the write down recognised as an expense in the statement of comprehensive income.Recoverable amount is the higher of fair value less costs to sell and value in use.If the carrying value of intangible capitalised exploration expendi

186、ture exceeds the value determined by an independent valuation,the asset is written down and the write-down recognised as an expense.(f)Segment informationOperating segments are reported if:Revenue is 10%or more of combined operating segment revenues;The absolute value of profit or loss is greater th

187、an 10%of the combined reported profits or losses of all operating segments,whichever is greater;Assets are 10%or more of the combined assets of all operating segments;or Information about the segment would be useful to users of the financial statements.(g)Income taxThe company is a mining company fo

188、r New Zealand tax purposes.All exploration and development expenditure,including the cost of mining assets,is tax deductible in the year the expenditure is incurred.Mining losses can be set off against non-mining income in the ratio 3:2.Deferred taxation assets are recognised in the financial statem

189、ents only to the extent that it is probable that there will be future taxable profit to utilise them.ANNUAL REPORT 2013NEW TALISMAN GOLD-ANNUAL REPORT 2015 15Notes to the Financial StatementsFor year ended 31 March 2015(h)Share capitalOrdinary shares and options are classified as equity.Direct costs

190、 of issuing shares and options are deducted from the proceeds of the issue.(i)Cash flowsFor the purpose of the statement of cash flows,cash includes cash on hand,deposits held at call with banks and short-term highly liquid investments with original maturities of three months or less.(j)Employee ent

191、itlementsThe liability for annual leave is accrued and recognised in the statement of financial position.Annual leave is recorded at the undiscounted amount expected to be paid for the entitlement earned.(k)Foreign currenciesTransactions in foreign currencies are converted into NZ currency at the ra

192、te of exchange ruling at the date of the transaction.At balance date foreign monetary assets and liabilities are translated at the closing rate and exchange variations resulting from these translations are recognised in the income statement.(l)LeasesNew Talisman group leases certain equipment,land a

193、nd buildings.Operating lease payments,where the lessors effectively retain substantially all the risks and benefits of ownership of the leased item,are included in profit and loss in equal instalments over the lease term.Finance leases,which effectively transfer the risks and benefits of ownership,a

194、re capitalised at the lower of fair value and the present value of the minimum lease payments.Leased assets are recognised at cost and depreciated over their respective estimated useful lives.(m)Basis of consolidationThe consolidated financial statements include the parent company and all subsidiari

195、es over which the parent company has the power to control the financial reporting and operating policies.The purchase method is used to prepare the consolidated financial statements,which involves adding together like terms of assets,liabilities,income and expenses on a line-by-line basis.All signif

196、icant intercompany transactions are eliminated on consolidation.In the parent companys separate financial statements,the investment in subsidiaries is stated at cost less any impairment losses.(n)Associate companiesAssociates are companies in which the group has significant influence but not control

197、 over the financial and operating policies.Investments in associates are initially recognised at cost and subsequently by using the equity method,which increases or decreases the carrying amount by the groups share of profit or loss and other comprehensive income of the associate.In the parent compa

198、nys separate financial statements,investment in associates is stated at cost less any impairment losses.Where the group ceases to have significant influence in respect of an associate company,the investment in the associate is restated at fair value in the consolidated accounts and any adjustment to

199、 the carrying value is taken to profit and loss.(o)Financial instrumentsFinancial instruments recognized in the statement of financial position include cash balances,receivables,payables,investments in and loans to others and borrowing.The parent and group have no off-balance sheet financial instrum

200、ents.(1)Receivables and payablesReceivables and payables are initially recorded at fair value and subsequently at amortised cost using the effective interest method.Due allowance is made for impaired receivables(doubtful debts).The resulting carrying amount for receivables is not materially differen

201、t from estimated realisable value.(2)Share investmentsShare investments in listed companies are designated as financial assets at fair value.They are initially recorded at cost and subsequently at market value.Gains or losses are recorded in profit or loss.Share investments in unlisted companies can

202、not be reliably valued.They are therefore carried at cost less any impairment losses.Impairment losses,once recognised,are not reversed even if the circumstances leading to the impairment are resolved.A gain or loss on financial instruments stated at market value is recognized in the income statemen

203、t.(p)Goods and Services TaxAll amounts are shown exclusive of Goods and Services Tax(GST),except for receivables and payables that are stated inclusive of GST.The net amount of GST recoverable or payable is included as part of the receivables or payables balance in the statement of financial positio

204、n.(q)Earnings per shareThe Group presents basic and diluted earnings per share(EPS)data for its ordinary shares.Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the parent by the weighted average number of ordinary shares outstanding during the year,adj

205、usted for own shares held.Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shareholders outstanding,adjusted for the effects of all dilutive potential ordinary shares,comprising share options.(r

206、)Revenue recognitionRevenue is recognised at the fair value of the consideration received net of the amount of GST.Sales comprise revenue earned from the sale of gold ore.Revenue is recognised when the significant risks and rewards of ownership of gold-bearing ore have been transferred to the buyer.

207、(s)Change in Accounting PoliciesChanges in accounting policiesThere have been no significant changes in accounting policies.All policies have been applied on bases consistent with those used in the prior period.(t)New and revised standardsAdoption of Standards,Interpretations and modificationsChange

208、s and amendments to the following standards,which are required to be adopted for accounting periods beginning on or after 1 January 2014,have been adopted:IAS 27 Separate Financial Statements-Investment Entities NZ IFRIC 21 Levies There have been no changes to the financial statements as a result of

209、 these changes and amendments.New Standards and amendments not adopted early:NZ IFRS 9 Financial Instruments(effective for accounting periods beginning on or after 1 January 2018)2.OPERATING INCOMEGroupGroupParentParentMar 2015Mar 2014Mar 2015Mar 2014NZ$NZ$NZ$NZ$Interest16,63810,64316,63810,643Sales

210、 of gold ore 124,074-124,074-Equipment hire-1,050-1,050Gain on sale of shares*-127,602-127,602Revaluation of Investment347,250-Sundry income504-504-Total operating income488,466139,295141,216139,29516 NEW TALISMAN GOLD-ANNUAL REPORT 2015 Notes to the Financial StatementsFor year ended 31 March 20153

211、.OPERATING AND ADMINISTRATION EXPENSES BY NATUREGroupGroupParentParentMar 2015Mar 2014Mar 2015Mar 2014NZ$NZ$NZ$NZ$Auditors fees auditing financial statements23,70018,25023,70018,250 tax advice-1,500-1,500Depreciation2,7891,0932,7891,093Director fees81,25075,00081,25075,000Executive director remunera

212、tion-45,798-45,798Employee salaries48,578100,00048,578100,000Foreign exchange loss2,41439,8882,41439,888Legal fees67,83132,94067,83132,940Loss on sale of shares776776Rental and lease costs13,64414,15413,64414,154Share revaluation loss-21,11960,680568,219Other402,764132,317470,512131,504Total adminis

213、tration expenses643,746482,059704,3431,028,3464.DIRECTOR AND EMPLOYEE REMUNERATIONDirector remuneration20152014NZ$NZ$MG Hill(Executive Director)*230,000254,424JM McKee50,00050,000IJ Pringle25,00025,000TM Rintoul(appointed 23 December 2014)6,250-*Of which$41,400(2014:$45,798)is expensed as wages and

214、the remainder is capitalised in the balance sheet as Talisman development expenditure.The development expenditure amount is based on time spent.During the reporting period,no options were issued to directors or employees.In the prior year,Messrs MG Hill,JM McKee and IJ Pringle each received 1,500,00

215、0 unlisted five year options under the Employee Share Option Plan.Remuneration of EmployeesDuring the reporting period,one employee received remuneration and benefits of between$200,000 and$210,000.The remuneration included Kiwisaver contributions of$6,000.Employee share option plan20152014NumberNum

216、berUnlisted options Issued to employees-6,000,000Unlisted options Issued to directors-4,500,000Total unlisted options issued during the period-10,500,000Balance of options at start of period8,500,000-Unlisted options converted to fully paid shares during the period(2,000,000)(2,000,000)Options cance

217、lled during the period(750,000)-Unlisted options on issue at end of the period5,750,0008,500,0005.TAXATIONGroupGroupParentParent 2015NZ$2014NZ$2015NZ$2014NZ$Operating loss before taxation(512,933)(1,542,764)(920,780)(2,089,051)Prima facie income tax at 28%(143,621)(431,974)(257,818)(584,934)Add/(sub

218、tract)the taxation effect of permanent differences:Non-deductible entertainment expenses-84-84Non-deductible legal fees-4,936-4,936Tax losses not recognised(143,621)(426,954)(257,818)(579,914)Temporary differences not recognisedNil(873)Nil(873)Income tax expense/(benefit)not recognised(143,621)(427,

219、827)(257,818)(580,787)Deferred tax will not be recognised unless future taxable profit is probable.The parent company has the following estimated taxation losses available:(a)mining losses to offset against future mining income of NZ$11,178,206(2014:NZ$10,832,562)and(b)non-mining taxation losses of

220、NZ$17,546,625(2014:NZ$16,646,408).The mining losses are currently being assessed by the IRD and the company is working closely with their representatives to confirm balances brought forward from previous years.Such losses will only be available to be offset if:(a)the company derives future assessabl

221、e income of a nature and an amount sufficient to enable the benefit of the losses to be realised;ANNUAL REPORT 2013NEW TALISMAN GOLD-ANNUAL REPORT 2015 17Notes to the Financial StatementsFor year ended 31 March 2015(b)the company continues to comply with the conditions for deductibility imposed by t

222、he law;(c)there are no adverse changes in tax legislation or tax rates which affect the company in realising the benefit from the deduction for the losses.At balance date the companys imputation credit account balance was$1,746.78 which resulted from resident withholding tax paid on interest earned

223、during the period(2014:Nil).6.SEGMENT INFORMATION During the current period,the company had only one business segment-mineral exploration,within New Zealand and Australia.7.EQUITY&RESERVESEquityGroupGroupParentParent2015NZ$2014NZ$2015NZ$2014NZ$Share capital28,176,92826,733,63828,176,92826,733,638Cap

224、ital reserve123,750123,750123,750123,750Share premium reserve70,23570,23570,23570,235Asset revaluation reserveShare revaluation reserve100,90040,456100,90040,456100,9002,756100,9002,756Accumulated deficit(18,397,043)(17,884,110)(18,356,115)(17,435,335)Total parent shareholder equity10,115,2269,184,8

225、6910,118,4549,595,944The groups capital is managed with the objective of maintaining adequate working capital so that all obligations can be met on time.All components of equity are regarded as“capital”.All internal capital management objectives have been met.This has not changed since last year.Acc

226、umulated deficitGroupGroupParentParent2015NZ$2014NZ$2015NZ$2014NZ$Balance at beginning of year(17,884,110)(16,197,646)(17,435,335)(15,346,284)Net loss attributable to shareholders(512,933)(1,686,464)(920,780)(2,089,051)Balance at end of year(18,397,043)(17,884,110)(18,356,115)(17,435,335)There were

227、no movements in other reserves.Share capital Group and ParentOrdinary shares2015 Number2014 Number2015 NZ$2014NZ$Balance beginning of year565,883,501479,406,06426,733,63825,814,174Shares Issued165,537,824 86,477,437 1,443,290919,464Balance at end of year731,421,325565,883,50128,176,92826,733,638All

228、authorised shares have been issued,are fully paid,have equal voting rights and will share equally in dividends and surplus on winding up.The shares have no par value.Listed options Group and Parent 2015 Number2014NumberBalance at beginning and end of year 119,851,516119,851,516Listed options can be

229、exercised on or before 28 November 2017.Conversion price is AS0.02.When exercised,one option will convert to one fully paid ordinary share.Unlisted Options Group and ParentOptions issued to employees:2015 Number 2014 NumberOpening Balance of options on issue4,000,0002,000,000Unlisted options issued(

230、expiry 11/11/2018)Nil2,000,000Unlisted options issued(expiry 13/2/2019)Nil2,000,000Unlisted options cancelled during period(750,000)NilUnlisted options converted to fully paid share at A 1.1 cent each(2,000,000)(2,000,000)Total unlisted options on issue to employees 1,250,0004,000,000Options issued

231、to directors:Unlisted options issued during the periodNil4,500,000Total unlisted options on issue to directors 13/11/2018 4,500,0004,500,000Total unlisted options on issue at end of year5,750,0008,500,000Total listed and unlisted options on issue at end of year125,601,516128,351,51618 NEW TALISMAN G

232、OLD-ANNUAL REPORT 2015 Notes to the Financial StatementsFor year ended 31 March 2015Unlisted options were issued under the Employee Share Option Plan approved by shareholders on 19 September 2013.Options issued to directors and employees have not been recognised in these financial statements because

233、 they had no value at the date of issue.The 2,000,000 unlisted employee options converted during the year at market value of A1.1 cent each(2014 A1.1 cent).These options were issued as an incentive for employees for no consideration.The unlisted options on issue to employees at balance date have an

234、exercise price of A1.1 cent and are due to expire on 13 February 2019.The unlisted options on issue to directors at balance date have an exercise price of A1.1 cent and are due to expire on 13/November 2018.8.RELATED PARTY TRANSACTIONSPayments for consulting services to companies in which directors

235、and major shareholders have a substantial interest amounted to NZ$230,000(2014:NZ$335,835).At balance date,creditors included NZ$8,718 payable to directors and other related companies(2014:NZ$22,042).These amounts owing to directors at balance date were in respect of directors fees and have since be

236、en paid.There were no related party debtors at balance date(2014:NZ$Nil)and no related party debts were written off during the year.9.PROPERTY,PLANT&EQUIPMENTGroup and ParentFixtures&fittingsOffice equipmentField equipmentMotor vehicle TotalNZ$NZ$NZ$NZ$NZ$Year ended 31 March 2014Carrying amount 1 Ap

237、ril 20139192,2862,359-5,564Additions1001561,993-2,249Depreciation(126)(966)(942)-(2,034)Carrying amount8931,4763,410-5,77931 March 2014Cost1,3854,5657,12818,00031,078Accumulated depreciation(492)(3,089)(3,718)(18,000)(25,299)Carrying amount8931,4763,410-5,779Year ended 31 March 2015Carrying amount 1

238、 April 20148931,4763,410-5,779Additions-2,340-2,340Depreciation(126)(1,726)(937)-(2,789)Carrying amount7672,0902,473-5,33031 March 2015Cost1,3856,9057,12818,00031,078Depreciation(618)(4,815)(4,655)(18,000(25,299)Carrying amount7672,0902,473-5,330 ASSETS UNDER CONSTRUCTION Group&ParentTalisman mine d

239、evelopment2015NZ$2014NZ$Balance at beginning of year7,020,965-Transfer from intangible assets-5,613,340Development expenditure594,3161,407,625Balance at end of year7,615,2817,020,965A mine is currently being developed on the Talisman Mining permit and development expenditure has been classified as a

240、 tangible asset and recorded at cost in the statement of financial position.An independent valuation was obtained from Mr M Stevens for the Talisman mining project.The independent valuation indicated a carrying value in the range of$11.9M to$17.5M which is higher than the projects carrying value.Dir

241、ectors declined to include any revaluation of the project in these financial statements but will review valuation policy with respect to tangible assets in the coming year.The Directors have provided for rehabilitation costs of the Talisman mine site on its closure.The estimated cost is$1m.The net p

242、resent value of the estimated cost($666,023)has been calculated on the assumption that payments will commence in the year ending March 2021.The provision is included in development expenditure.As the liability is a future cost,there will always be uncertainty in estimating the actual costs to be inc

243、urred.ANNUAL REPORT 2013NEW TALISMAN GOLD-ANNUAL REPORT 2015 19Notes to the Financial StatementsFor year ended 31 March 201510.INTANGIBLE EXPLORATION ASSETS Group Parent2015NZ$2014NZ$2015NZ$2014NZ$Prospecting costsBalance at beginning of year1,998,4338,720,0901,981,3838,707,736Development expenditur

244、e 113,23591,683108,98186,987Transfer to Talisman assets under construction-(5,613,340)-(5,613,340)Less prospecting expenditure written off(357,653)(1,200,000)(357,653)(1,200,000)Balance at end of year1,754,0151,998,4331,732,7111,981,383 Group Parent2015NZ$2014NZ$2015NZ$2014NZ$Gross prospecting costs

245、Gross cost of current permit3,311,6683,198,4332,090,3643,181,383Less prospecting expenditure written off(1,557,653)(1,200,000)(357,653)(1,200,000)Balance at end of year1,754,0151,998,4331,732,7111,981,383Exploration and evaluation expenditure is recorded as an intangible asset and carried at histori

246、c cost less any adjustment for impairment.An independent valuation of the Rahu and Golden Valley exploration permits was obtained from Mr M Stevens.His valuation indicated an impairment to the carrying value of the Golden Valley exploration tenement.Directors recognised the impairment and have writt

247、en off the full carrying value of the asset in the current year($357,653).The Golden Valley permit was relinquished subsequent to balance date.TENEMENT SCHEDULE:Permits held by New Talisman Gold Mines Limited:Permits Held by Northland Minerals Limited:Granted mining permit,Coromandel,New Zealand (10

248、0%OWNED SUBSIDIARY)51 326 Talisman Granted Exploration Permits,Northland,New ZealandExploration Permits,Coromandel,New Zealand 53 706 Parakao 40 117 Rahu(under application).A new application for an extension of land over the Rahu permit area was lodged before the expiry date and is currently being a

249、ssessed by NZPAM.The company is working closely with NZPAM on this application.If the application is unsuccessful,and all other avenues open to the company are exhausted,the carrying amount of$1.7m may be written off.11.SHARE INVESTMENTSGroupGroupParentParent2015NZ$2014NZ$2015NZ$2014NZ$Investment in

250、 listed companies880,4794,470 880,2704,260 Investment in unlisted companies3,3003,3003,3003,300Total share investments883,7797,770883,570 7,560 Investment in listed companies includes the investment in Broken Hill Prospecting Limited which ceased to be an associate company during the year.Unlisted s

251、hares are held for the long term.They are stated at cost because fair value cannot be reliably measured.Shares in ANZ Antipodes were acquired and sold during the reporting period(Note 3 discloses the loss on sale of these shares).12.SUBSIDIARY COMPANIES Percent held Incorp Balance Activity 2015 2014

252、 in dateSubsidiariesCoromandel Gold Limited 100%100%NZ 31 March Share investmentNorthland Minerals Limited 100%100%NZ 31 March Minerals explorationAll subsidiaries are direct subsidiaries of the company.The investment in each subsidiary is recorded at cost(NZ$Nil)in the companys statement of financi

253、al position.13.ASSOCIATE COMPANYAt balance date,the group held 18.04%(2014:21.7%)of the ordinary shares issued by Broken Hill Prospecting Limited(BPL).The holding consists of 17,929,000 ordinary shares,(500,000 listed and 17,429,000 unlisted),and 8,964,500 unlisted options.The number of shares and o

254、ptions held did not change during the period.BPL has exploration rights to cobalt deposits in Australia and is listed on the ASX.Its balance date is 30 June.In view of the dilution of the holding below 20%,the directors have reassessed the investment and concluded that the company no longer has sign

255、ificant influence in BPL.Consequently equity-accounting for BPL ceased.The group has no other associate company investments.20 NEW TALISMAN GOLD-ANNUAL REPORT 2015 Notes to the Financial StatementsFor year ended 31 March 2015 Group Results of associate2015 NZ$2014NZ$Share of associates surplus/(defi

256、cit)-(143,700)Income tax-Share of recognised revenue and expenses for the year-(143,700)Investment in associate Shares at cost-1,502,553Share of surpluses/(deficits)-(830,093)Balance at beginning of year-672,460Revaluation of Investment-Share of recognised revenue and expenses for the year-(143,700)

257、Carrying value at end of year-528,760Details of associate at 31 March 2015Assets-2,265,231Liabilities-Revenue for the 9 month period to 31 March 2015-350,190Loss for the 9 month period to 31 March 2015-349,586Percentage held-21.7%Carrying amount-528,760Adjustments to investment in Broken Hill Prospe

258、cting Limited(BPL)In accordance with NZ IAS 28,the investment in BPL has been restated to market value in both the consolidated financial statements and in the parents separate financial statements.At balance date,the fair value of the investment was NZ$0.876M(2014:NZ$0.937M).The adjustments to mark

259、et value were taken to profit or loss.In the groups financial statements,the investment in BPL has been revalued upwards by$347,250 to market value as the investment is no longer being equity accounted in the group financial statements.In the separate financial statements of the parent the investmen

260、t has been written down by$60,680(2014-$565,864).14.FINANCIAL INSTRUMENTSCredit RiskFinancial instruments which potentially subject the company to credit risk principally consist of bank balances and receivables.Surplus funds are placed in interest bearing accounts with major trading banks and the c

261、ompany does not anticipate non-performance by those parties.Maximum exposure to credit risk at balance date is represented by the carrying value of the financial instruments.No collateral is held on these assets and the balances are stated net of recognised impairment losses.Cash at bank represented

262、 87%of total cash and receivables.The group deals only with banks having at least an A credit rating.Currency RiskThe company has exposure to foreign exchange risk as a result of transactions from normal trading activities mainly denominated in Australian currencies.The company holds funds in an Aus

263、tralian currency bank account.Exposure to exchange risk is unhedged.Liquidity RiskManagement supervises liquidity by budgeting and by carefully controlling cash outflows from existing cash resources.The group relies on new equity to fund exploration and mine development expenditure.Interest Rate Ris

264、kAt balance date the company had no exposure to interest rate risks.The table below shows short term deposits held at balance date of the previous reporting period:Re-pricing AnalysisEffective Interest RateTotal NZ$6 months or less NZ$2014 short term bank deposits3.02%352,058352,058Over the long ter

265、m,changes in interest rates and reduced amounts on deposit will affect profit or loss.Fair ValuesFair values used in the measurement of financial instruments may vary from values directly observed in active markets to those that have to be derived without reference to observable data.Investments in

266、listed companies are measured at fair value based on quoted prices in active markets.As stated in Note 11,the fair value of unlisted shares cannot be reliably measured and are stated at cost.Except for unlisted shares,there is no material difference between the carrying amounts and estimated fair va

267、lues of the companys financial assets and liabilities.ANNUAL REPORT 2013NEW TALISMAN GOLD-ANNUAL REPORT 2015 21Notes to the Financial StatementsFor year ended 31 March 201515.COMMITMENTSOperating lease commitmentsLease commitments under non-cancellable operating leases:Group&Parent2014NZ$2014NZ$Not

268、later than one year-13,644Later than one year but not later than five years-13,644The company currently leases offices on a monthly basis.The group has capital commitments of NZ$Nil(2014:Nil).16.RECONCILIATION OF OPERATING CASHFLOW AND REPORTED DEFICITGroupParent2015NZ$2014NZ$2015NZ$2014NZ$Net profi

269、t/(deficit)after taxation and before including share of retained deficit of associates(512,933)(1,542,764)(920,780)(2,089,051)Add non-cash items:Depreciation2,7891,0932,7891,093Field expenditure write off357,6531,200,000357,6531,200,000Share revaluation(gain)/loss(347,250)21,11960,680568,219Capital

270、loss on sale of shares776-776-Exchange(gain)/loss2,41439,8882,41439,88816,3821,262,100424,3121,809,200Add(less)movement in working capital:Decrease(increase)in debtors(29,968)52(29,968)52Increase(decrease)in creditors71,073(148,951)70,990(149,764)Decrease(increase)in accrued income193(181)193(181)De

271、crease(increase)in prepayments2,495(1,031)2,495(1,031)Decrease(increase)in intercompany loans(4,335)(5,477)(4,335)(5,477)Decrease(increase)in GST(7,892)(8,397)(7,892)(8,397)31,566(163,985)31,483(164,798)Net cash flows from operating activities(464,985)(444,649)(464,985)(444,649)17.CONTINGENT LIABILI

272、TIES Group and ParentMar 2015 NZ$Mar 2014NZ$Contingent liabilitiesNilNil18.NET TANGIBLE ASSETS PER SECURITY Group and ParentMar 2015 NZ$Mar 2014NZ$Net tangible assetsNet tangible assets per security8,361,2111.26 cent7,946,1191.5 cent19.GOING CONCERNThe financial report has been prepared on a going c

273、oncern basis.The directors are actively raising funds and have issued a Share Purchase Plan since balance date.The directors expect to ensure that financial obligations can continue to be met for longer than 12 months.In the event that the funds raised are less than the amount sought,expenditure on

274、mining equipment will be reduced and there may be an initial effect on productivity from mining operations.22 NEW TALISMAN GOLD-ANNUAL REPORT 2015 Notes to the Financial StatementsFor year ended 31 March 201520.EARNINGS PER SHAREGroupGroupParentParentMar 2015Mar 2014Mar 2015Mar 2014Profit/(loss)from

275、 continuing operationsWeighted average number shares(512,933)663,888,630(1,686,464)539,256,663(920,780)663,888,630(2,089,051)539,256,663Basic earnings per shareDiluted average shares on issue(0.08)cent791,275,763(0.31)cent757,168,510(0.14)cent791,275,763(0.39)cent757,168,510Diluted earnings per shar

276、e(0.06)cent(0.22)cent(0.12)cent(0.28)centWeighted average number sharesWeighted average number optionsDiluted average share on issue 663,888,630127,387,132791,275,763539,256,663217,911,847757,168,510663,888,630127,387,132791,275,763 539,256,663217,911,847 757,168,510 21.EMPLOYEE BENEFITSMar 2015Mar

277、2014Mar 2015Mar 2014NZ$NZ$NZ$NZ$Balance at beginning of year12,94716,06312,94716,063Additional provision22,23733,61722,23733,617Amount utilised(19,601)(36,733)(19,601)(36,733)Balance at end of year15,58312,94715,58312,947Employee benefits accrued comprise holiday pay.22.RECEIVABLES AND PREPAYMENTSGr

278、oupGroupParentParentMar 2015Mar 2014Mar 2015Mar 2014NZ$NZ$NZ$NZ$Sundry receivables61,31220,79161,31220,791Accrued income302495302495Prepayments24,31826,81424,31826,814Intercompany advances-24,74120,40685,93248,100110,67368,506Health of receivablesAll financial assets are within the contractual terms

279、.None are overdue and none are impaired.No collateral is held for receivables.23.SIGNIFICANT EVENTS SINCE BALANCE DATEThere were no adjusting events but the following significant non-adjusting events occurred between balance date and the authorising date:A Chinese-based investor signed a term sheet

280、for an investment of NZ$1.6m in new shares at 0.8 cents per share;The company issued a Share Purchase Plan at 0.7 cents per share;The judicial review proceedings brought about by an anti-mining group were discontinued.ANNUAL REPORT 2013NEW TALISMAN GOLD-ANNUAL REPORT 2015 23DIRECTOR INFORMATION AND

281、DISCLOSURE OF DIRECTORS INTERESTSThe following general disclosures of interest were received in relation to the year ended 31 March 2015:DirectorRelevant interest in Ordinary SharesRelevant Interest in Unlisted OptionsM G Hill 150,0001,500,000J M McKee-1,500,000I J Pringle-1,500,000T M Rintoul-Addit

282、ional InformationSHAREHOLDING STATISTICS AT 8 JUNE 2015Name Shares%Hamish Elliot Brown*85,000,00011.62%HFT Nominees Limited*42,154,1175.76%So Co Limited28,096,5073.84%Riuo Hauraki Limited16,000,0002.19%National Nominees Limited15,528,9202.12%International Pacific Securities Limited14,356,0001.96%Nim

283、pod Pty Limited11,318,0271.55%Peter Robert Atkinson10,901,9501.49%Bestfield Company9,700,0001.33%International Pacific Capital Limited9,567,1351.31%Newtal Investments Pty Limited9,000,0001.23%Ka Fu Tse8,760,0001.20%Peter William Hall8,000,0001.09%Dojomac Management Limited7,183,5000.98%Ianaki Semerd

284、zief6,979,1720.95%Basil Courtney McGirr6,707,0300.92%Robert Marshall Walsham&Rachel Sandra Walsham6,534,1600.89%Ross William McMeeken&Elizabeth Ann McMeeken5,866,6850.80%FNZ Custodians Limited5,565,0000.76%Jetosea Pty Limited5,480,0800.75%TOTAL FOR TOP 20 312,698,28342.75%TOTAL SHARES 731,421,325100

285、%*Substantial Security HoldersDISTRIBUTION OF SHAREHOLDERSSize of HoldingHoldersShares%1 to 1,0009924,9460.00%1,001 to 5,000214752,4130.10%5,001 to 10,0001851,571,1850.21%10,001 to 100,00075633,898,0024.63%100,001 and over641695,174,77995.04%Total1,895731,421,325100.00%Each share is entitled to one

286、vote when a poll is called,otherwise each member present at a meeting or by proxy has one vote on a show of hands.24 NEW TALISMAN GOLD-ANNUAL REPORT 2015 Additional InformationOPTION HOLDING STATISTICS AT 8 JUNE 2015Name Options%HFT Nominees Limited22,672,25018.91%International Pacific Securities Li

287、mited14,356,00011.97%Hamish Elliot Brown12,718,28310.61%Nimpod Pty Limited9,852,9118.22%So Co Limited7,024,1275.86%Goffacan Pty Limited6,314,9535.26%Dojomac Management Limited4,789,0003.99%Ka Fu Tse4,100,0003.42%Acemac Pty Limited2,394,5001.99%Belanna Pty Limited 2,394,5001.99%Ralph Nicholas Stagg 2

288、,393,5001.99%International Pacific Capital Limited 2,391,7841.99%William Geoffrey Kroon1,719,8521.43%Forsyth Barr Custodians Limited1,525,0001.27%Ianaki Semerdzief1,389,2861.15%Robert Marshall Walsham&Rachel Sandra Walsham1,176,9500.98%ASB Nominees Limited1,000,0000.83%George Matthew James Atkinson

289、1,000,0000.83%Riuo Hauraki Limited992,2930.82%Christopher Lindsay Bollam 976,1910.81%TOTAL FOR TOP 20 101,181,38084.32%TOTAL LISTED OPTIONS 119,851,516100%DISTRIBUTION OF OPTION HOLDERSSize of HoldingHoldersOptions%1 to 1,00062,9210.00%1,001 to 5,0002271,7790.06%5,001 to 10,00028223,7070.19%10,001 t

290、o 100,0001275,681,2514.74%100,001 and over67113,871,85895.01%Total250119,851,516100.00%ANNUAL REPORT 2013NEW TALISMAN GOLD-ANNUAL REPORT 2015 25In accordance with the NZX Corporate Governance Best Practice Code Appendix 16(“NZX Code”),and the ASX Corporate Governance Councils Principles and Recommen

291、dations(2nd Edition)(“ASX Recommendations”)New Talisman Gold Mines Ltd(“Company”)has adopted systems of control and accountability as the basis for corporate governance best practice.Policies and Charters(for the board and its committees),including the Companys Code of Ethics and other policies and

292、procedures relating to the Board and its responsibilities are available on the Companys website www.newtalisman.co.nz.Commensurate with the spirit of the NZX Code and the ASX Recommendations,the Company has followed each recommendation where the Board has considered the recommendation to be an appro

293、priate benchmark for its corporate governance practices,taking into account factors such as the size of the Company and the Board,resources available and activities of the Company.After due consideration by the Board during the Companys 2014/2015 financial year(“reporting period”)the Companys corpor

294、ate governance practices departed from the NZX Code or ASX Recommendations only as set out below.The information in this statement is current at 31 March 2015.EXPLANATIONS FOR DEPARTURES FROM NZX CORPORATE GOVERNANCE BEST PRACTICE CODE APPENDIX 16RecommendationNotification of DepartureExplanation fo

295、r Departure 2.6:Every issuer should have a formal and transparent method to recommend Director Remuneration to shareholdersThe Remuneration Committee does not recommend remuneration packages to shareholders.Under the Charter adopted by the Board the Remuneration Committee meets once a year to review

296、 the Companys executive compensation programme.Subject to NZX Listing Rule requirements,the Board presently considers that such matters are more efficiently determined by the Remuneration Committee itself rather than by way of recommendation to shareholders.3.1:For the purposes of Listing Rule 3.6.2

297、 membership on the Audit Committee should comprise solely non-executive Directors of the IssuerComposition of the Audit Committee for part of the reporting period included one executive director who is not considered independent.Appointment of an Executive Director to the Audit Committee was necessa

298、ry to ensure compliance with Listing Rule 3.6.2(b)(that the Audit Committee comprise a minimum of three members).At all times,the majority of the Audit Committee members were independent.EXPLANATIONS FOR DEPARTURES FROM ASX CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS(2nd Edition)The Company

299、has followed each of the ASX Recommendations during the reporting period,except in relation to the matters specified below:RecommendationNotification of DepartureExplanation for Departure 3.2:The Company should establish a diversity policy and disclose the policy or a summary of the policy.The polic

300、y should include requirements for the board to establish measurable objectives for achieving gender diversity and for the board to assess annually both the objectives and the progress towards achieving them.The Company has established a diversity policy,a copy of which is disclosed on the Companys w

301、ebsite.However,the policy does not include requirements for the board to establish measurable objectives for achieving gender diversity,or for the board to assess annually the objectives and the progress towards achieving them.The Board considers the size of the Companys operations make it impractic

302、al to establish meaningful measurable objective for achieving gender diversity.3.3:Disclose in each annual report the measurable objectives for achieving gender diversity set by the Board in accordance with the diversity policy and progress towards achieving them.No measurable objectives for achievi

303、ng gender diversity have been set by the Board.The Board considers the size of the Companys operations make it impractical to establish meaningful measureable objectives for achieving gender diversity.However,the Board recognises the importance of diversity and has therefore adopted a diversity poli

304、cy,a copy of which is available on the Companys website.4.2:Structure the Audit Committee so that it consists of only non-executive directors,a majority of independent directors,an independent chair who is not chair to the Board,and at least 3 membersComposition of the Audit Committee for part of th

305、e reporting period included one executive director who is not considered independent.Appointment of an Executive Director to the Audit Committee was necessary to ensure compliance with Listing Rule 3.6.2(b)(that the Audit Committee comprise a minimum of three members).At all times,the majority of th

306、e Audit Committee members were independent.Corporate Governance26 NEW TALISMAN GOLD-ANNUAL REPORT 2015 Corporate GovernanceThe Company has established the functions reserved to the Board,and those delegated to senior executives and has set out these functions in a Statement of Board and Management F

307、unctions,which is disclosed on the Companys website.A profile of each director containing the skills,experience,expertise,formal qualifications and term of office of each director is set out in the director profiles in this Annual Report.The mix of skills and diversity that the Board is seeking to a

308、chieve in its membership is significant experience and expertise in:mine development and underground operations,geological modelling,financial reporting,financial markets,risk management,statutory compliance,resource management,health and safety and employment.Each of these skills are represented in

309、 the Boards current composition except significant experience and expertise in financial reporting and mine development.These skills are represented in the senior management team.The size of the Board and the development of the Companys projects places constraints on the mix of skills the Board is a

310、ble to achieve.It is the policy of the Board that in determining candidates for the Board,the following process shall occur:The Nomination Committee(or equivalent)evaluates the range of skills,experience and expertise of the existing Board.In particular,the Nomination Committee(or equivalent)is to i

311、dentify the particular skills that will best increase the Boards effectiveness.Consideration is also given to the balance of independent directors on the Board.A potential candidate is considered with reference to their skills and expertise in relation to other Board members.If relevant,the Nominati

312、on Committee recommends an appropriate candidate for appointment to the Board.Any appointment made by the Board is subject to ratification by shareholders at the next general meeting.The Board recognises that Board renewal is critical to performance and the impact of Board tenure on succession plann

313、ing.Re-appointment of directors is not automatic.The Companys Policy and Procedure for Selection and(Re)Appointment of Directors is disclosed on the Companys website.IDENTIFICATION OF INDEPENDENT DIRECTORSIn considering independence of directors,the Board refers to the criteria for independence as s

314、et out in NZX Listing Rule 3.3.2 and Box 2.1 of the ASX Recommendations(“Independence Criteria”).Applying the Independence Criteria during the reporting period and at balance date the Board comprises a majority of independent directors.The independent directors of the Company were the Chair,J(Murray

315、)McKee,Ian Pringle and Trevor Rintoul.Matthew Hill is not an independent director as he is the Chief Executive Officer.STATEMENT CONCERNING AVAILABILITY OF INDEPEN-DENT PROFESSIONAL ADVICEIf a director considers it necessary to obtain independent professional advice to properly discharge the respons

316、ibility of his/her office as a director then,provided the director first obtains approval for incurring such expense from the Chair,the Company will pay the reasonable expenses associated with obtaining such advice.DIRECTOR REMUNERATION Details of remuneration are contained in the Notes to the Finan

317、cial Statements forming part of this report.The Companys Remuneration Policy is disclosed on the Companys website.Remuneration of Directors and senior executives is set by reference to payments made by other companies of similar size and industry,and by reference to the skills and experience of the

318、Directors and executives.There is currently no direct link between remuneration paid to any of the directors and corporate performance such as bonus payments for achievement of key performance indicators.There are no termination,retirement or Company superannuation scheme benefits for non-executive

319、directors.PERFORMANCE EVALUATION OF THE BOARD,COM-MITTEES AND SENIOR EXECUTIVESThe board reviews the size and composition of the board and the mix of existing and desired competencies across members from time to time.Criteria considered by the directors when evaluating prospective candidates are con

320、tained in the boards charter.The chair of the board is responsible for ensuring a regular review of the performance of the board,committees and individual directors occurs at least annually.The chair is responsible for determining the process under which this evaluation takes place.The board reviews

321、 annually the size and composition of the board and the mix of existing and desired competencies across members.The board is responsible for evaluating the performance of senior executives.The board evaluates the performance of senior executives via an ongoing process of assessment and a formal annu

322、al review in December.During the formal review,the senior executives performance is measured against their roles assessment criteria.The Companys Process for Performance Evaluations is disclosed on the Companys website.CORPORATE CODE OF CONDUCTThe board has adopted a Corporate Code of Conduct(availa

323、ble on the Companys website).Directors,employees and consultants must comply with the policies which the Board has endorsed to achieve ethical behaviour and efficiency within the authorities and discretions designated to them,avoiding putting themselves in a position where they stand to benefit pers

324、onally or be accused of insider trading.Compliance with all laws and regulations and maintenance of confidentiality and honesty is expected.The Corporate Code of Conduct forms part of every employment and consultancy agreement.Failure to comply can result in disciplinary action,including,where appro

325、priate,dismissal.The Board has not adopted a Whistleblower Policy.However,employees have direct access to the Chair and are encouraged to contact the Chair with any suspected departure from the Companys Code of Conduct.GENDER DIVERSITYThe board has adopted a Diversity Policy(available on the Company

326、s website).As noted above,the Diversity Policy does not include requirements for the board to establish measurable objectives for achieving gender diversity.Gender diversity at balance date for the reporting period:ComponentTotalFemale Component%Female ComponentBoard of Directors400%Senior Executive

327、s100%Consultants3133%TOTAL*8112.5%*Total comprises the figures for the whole organisation.The Board considers that the Company complied with its diversity policy during the reporting period.AUDIT COMMITTEEThe Audit Committee as at the end of the reporting period consists of the following non-executi

328、ve independent directors:Dr Ian Pringle(Chair),Murray McKee and Trevor Rintoul.Before the appointment of Mr Rintoul(on 23/12/2014)Matthew Hill was also a member of the Committee.The Board deals with any conflicts of interest that may occur when convening in the capacity of the Audit Committee by ens

329、uring that the director with conflicting interests is not party to the relevant discussions.During the reporting period the Audit Committee had the opportunity to meet with the external auditor in respect of the financial reports.The Audit Committee is responsible for reviewing Annual and Interim Fi

330、nancial Statements,related stock exchange announcements and all other financial information published or released to the market;monitoring and making recommendations for improvement in internal control environment,including effectiveness and efficiency of operations,reliability of financial reportin

331、g and compliance with applicable laws and regulations;overseeing the risk management and compliance framework;the appointment,removal and remuneration of the external auditors;reviewing the terms of their engagement and the scope and quality of the audit,reviewing and approving the nature and scope

332、of non-audit services and ensuring rotation of the external audit engagement partner.Details of each of the directors qualifications are included in the Board of Directors Profiles.While the Board Committee members do not have specific financial qualifications,all members considered themselves to be

333、 financially literate and have financial experience and industry knowledge.Mr Pringle has significant experience in mineral exploration and development at senior management level,Mr McKee has gained significant financial experience from his careers in management consulting and senior management over the past 30 years and Mr Hill is an experienced merchant banker.The Company has established a Proce