2020 Notice of Annual General Meeting

NEW TALISMAN GOLD MINES LIMITED NOTICE OF ANNUAL MEETING OF SHAREHOLDERS New Talisman Gold Mines Limited ("NTL" or the "Company") advises that its Annual Meeting of Shareholders will be held on a virtual basis on Thursday 6 August 2020 commencing at 11.00 am Details of how to participate in the Annual Meeting virtually (including as to viewing presentations, asking questions and voting) are described in this Notice of Meeting. The business of the Annual Meeting of Shareholders will be: ITEM A - PRESENTATIONS (a) The Chairman's address to shareholders. (b) To receive and consider the Annual Report including the Financial Statements and the Auditor's Report for the year ended 31 March 2020. ITEM B - RESOLUTIONS To consider and, if thought fit, pass the following ordinary resolutions of the Company: 1. Director Re-election: Murray Stevens To re-elect Murray Stevens, who retires and is eligible for re-election, as a Director of the Company. 2. Auditor Remuneration To authorise the Directors to fix the remuneration of the Company's auditor, Scott Bennison of KS Black & Co. Further Information The Explanatory Notes accompanying this Notice of Annual Meeting of Shareholders are incorporated in, and comprise part of, this Notice of Annual Meeting of Shareholders. Virtual Webcast meeting Shareholders can only participate in the annual meeting virtually through our online webcast, further details of how to participate are described at the back of this notice. To participate, shareholders will need their CSN or securityholder number which can be found on their Voting/Proxy Form. Shareholders will be able to view presentations, ask questions and cast their vote from their own computers, mobiles or similar devices. Proxies and representatives You may exercise your right to vote at the meeting either by being present at the virtual meeting or by appointing a proxy to attend and vote in your place. A proxy need not be a shareholder of the Company. A body corporate shareholder may appoint a representative to attend the meeting on its behalf. A proxy form is enclosed with this Notice of Annual Meeting of Shareholders. If you wish to vote by proxy you must complete the form and deliver it to Computershare, Level 2, 159 Hurstmere Road, Takapuna, Auckland, New Zealand or post to Computershare Private Bag 92119 Auckland 1142 New Zealand, so as to ensure that it is received by 11am on Tuesday 4 August 2020. If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or your named proxy does not attend the meeting, the Chairman of the meeting will be your proxy and will vote in accordance with your express direction. A proxy will vote as directed in the proxy form or, if voting is left to the proxy's discretion, then the proxy will decide how to vote on the resolutions (or on any motions from the floor moved at the meeting). The Chairman and other directors intend to vote any discretionary proxies in favour of the resolutions. By order of the Board Jane Bell Company Secretary 7 July 2020 EXPLANATORY NOTES These Explanatory Notes have been prepared for the information of shareholders in relation to the business to be conducted at the Company's 2020 Annual Meeting of Shareholders. All resolutions are ordinary resolutions and require approval of a simple majority of votes cast at the meeting by shareholders entitled to vote and voting. Resolution 1 - Director Re-election: Murray Stevens Under the NZX Listing Rules, an NTL director must not hold office (without re-election) past the third annual shareholders' meeting following the director's appointment, or three years, whichever is longer. Accordingly, Murray Stevens is required to retire at this meeting. Mr Murray, being eligible, offers himself for re-election, and the Board unanimously supports his re-election and recommends that shareholders vote in favour of Resolution 1. Mr Stevens will not be an independent director (as determined by the Board using the definition in the NZX Listing Rules), if elected, as he provides consultancy services to the Company from time to time. A brief biography of Mr Stevens follows: Mr Murray Ronald Stevens, BSc, MSc(Hons), Dip.Geol.Sci, MAusIMM Non-executive Director Mr Stevens has BSc and MSc (Hons) degrees in geology from the University of Auckland and a Post-graduate Diploma in Geoscience from Macquarie University in Sydney majoring in Mineral Economics. Mr Stevens has over 35 years of experience as a geologist and has provided consulting services to NTL since 2002. Mr Stevens has extensive expertise exploring for epithermal gold deposits in the Coromandel and the wider Asia-Pacific region. He has held Senior Management and consulting roles in a number of public and private companies and was NTL's (formerly Heritage Gold Ltd) first Exploration Manager from 1987 to 1996. He was instrumental in recognizing the potential for the Talisman Mine and the Rahu area when NTL acquired these areas in the early 1990s. Mr Stevens played a key role in the original discovery made at Rahu and was the exploration consultant for NTL when the work undertaken between 2003 and 2006 delineated the current resources at Talisman. Resolution 2 - Auditor Remuneration Section 207T of the Companies Act 1993 provides that a company's auditor is automatically reappointed unless the shareholders resolve to appoint a replacement auditor or there is some other reason for the auditor not to be reappointed. The Company wishes for Scott Bennison of KS Black & Co to continue as the auditor of the Company, and Scott Bennison at KS Black & Co has indicated his willingness to continue in office. Section 207S of the Companies Act 1993 provides that the fees and expenses of the auditor are to be fixed in such a manner as the Company determines at the annual shareholder meeting. The Board proposes that, consistent with past practice, the auditor's fees and expenses be fixed by the Directors. The Board unanimously recommends that shareholders vote in favour of Resolution 2. PARTICIPATION IN VIRTUAL MEETING Due to limitations on travel relating to COVID-19, the Annual Meeting will be held virtually. All shareholders will have the opportunity to attend and participate in the Annual Meeting online via an internet connection using a computer, laptop, tablet or smartphone. Shareholders will not be able to attend the Annual Meeting in person but only through the internet or smartphone app. To access the online AGM you must register at http://newtalisman.onlineagm.co.uk/register. Once registered you will receive a confirmation email with details of the event and the web address for the AGM. You must have access to the email you registered with to login on the day of the event. You may only use an email address once for login to the AGM. You will be able to submit questions to the board via the AGM site on the day, there will also be the ability to cast your vote, votes are weighted per share holder, so you only need to vote once on the system. The system is compatible with Chrome, Edge and Safari. It is optimised for use on PC/Laptop and functions on tablet and smartphone. Please ensure all operating systems and apps have installed the latest updates. Shareholders may vote on the resolutions to be put to shareholders and ask questions, by using their own computers or mobile devices through the online participation portal. Shareholders may also send questions in advance of the meeting to info@newtalisman.co.nz. Shareholders will still be able to appoint a proxy to vote for them or cast a postal vote as they otherwise would, by following the instructions on the Voting and Proxy Form and this Notice of Annual Meeting. QUESTIONS IN ADVANCE OF THE MEETING To assist the Board to provide answers to questions from shareholders, New Talisman Gold is offering a facility for shareholders to submit questions in advance of the Annual Meeting. Questions should relate to matters that are relevant to the Annual Meeting including matters arising from the financial reports and any general questions regarding the operations of New Talisman Gold. Individual responses to questions will not be provided, but the Chair will, at the Annual Meeting, endeavour to address commonly raised questions. Questions can be submitted in writing with Proxy/Voting forms. Alternatively, you can email your questions to: info@newtalisman.co.nz End CA:00355889 For:NTL Type:MEETING Time:2020-07-07 14:32:06