Ann: Rights Issue Offer Document, page-2

FMA allegations about Matt Hill social media website postingsThe Board acknowledges the announcement by the New Zealand Financial Markets Authority (“FMA”) on 12 August 2021, relating to a civil lawsuit it planned to bring against CEO Matthew Hill alleging misleading postings by Mr. Hill on the Sharetrader social media website. The Company released a response to that FMA announcement on the same day confirming that it is not aware of any further details about the FMA’s civil claim, other than what was contained in the announcement. As at the date of this document, the Company has no further information and understand that the claim is still yet to be served on Mr. Hill.To be clear the claim is not a criminal prosecution, and is not against New Talisman at all. Mr. Hill has indicated he strongly disputes what little he knows about the allegations made. As the claim will be before the courts in due course, which will ultimately decide if it has any merit, the Board has no further comment on the matter.A copy of the Company’s announcement can be found here found here.

Sharetrader mattersLeaving aside the FMA allegations, New Talisman has its own concerns about a number of defamatory, misleading and unsubstantiated comments on the Sharetrader website, and the website publisher and site administrator’s failure to moderate that site.The company has written to Sharetrader putting its publisher and site administrator on notice of its concerns and reserving all of the company’s legal rights, including the taking of defamation or other civil proceedings.


NZSA queries on 2021 Financial StatementsThe Company released its 2021 Annual Report and 2021 Financial Statements on 30 June 2021. Following the release, the Company received queries from a shareholder and the New Zealand Shareholders Association (“NZSA”) in respect of the Company’s 2021 Annual Report.The Company released an announcement on 26 August 2021, addressing the following queries:• The “Sundry Income” of $246k (out of total revenue of $247k). There is no breakdown or explanation provided as to what comprises this income?• An increase in “Stock on Hand” of $244k (note 15, Cashflow Reconciliation), that does not appear on the Balance Sheet as a current asset.• Further detail on the ‘related party transaction outlined in note 9 of the accounts. A copy of the announcement can be found here.Following the 26 August announcement, the Company received further queries from NZ RegCo on 2 September 2021 in relation to the treatment of inventory in the Company’s 2021 Financial Statements.The Company has responded to NZ RegCo’s initial queries within the requested timeframe, however the matter is still ongoing. NZ RegCo sent the Company some additional queries on 14 September 2021 which the Company is still considering.


NZ RegCo has not indicated to the Company that it has no further enquiries.The Company notes more generally (regarding the Financial Statements) that the carrying value of Assets under Construction in the Balance Sheet may be impacted by:a. a review the carrying value of Assets under Construction on a regular basis, and in this regard, an external assessment was conducted in June 2018 by Geos Mining. The Company plans to have an new assessment completed in the current financial year; andb. a review of the calculation of Assets under Construction after a potential issue has been raised by NZ RegCo on 14 September 2021 which, as at the date of this document, the Company is still considering.Communications with NZ RegCo regarding 2019 Share Purchase Plan calculationsThe Company has been in recent communication with NZ RegCo regarding an inadvertent breach of the NZX Listing Rules in relation to the Company’s 15% Placement capacity under NZX Listing Rule 4.5.1. The issue relates to the Company’s 2019 Share Purchase Plan and the number of securities issued following placement of the shortfall in the Company’s Share Purchase Plan that had been first offered to shareholders.

etc etc - there is more - I suggest everyone start at the back of the document

and then file it in the appropriate place