Talisker and Sable Announce Completion of Purchase and Sale of Resource Properties and Conditional Listing Approval of Talisker Shares on Canadian Securities Exchange
Talisker and Sable Announce Completion of
Purchase and Sale of Resource Properties and
Conditional Listing Approval of Talisker
Shares on Canadian Securities Exchange
TORONTO
,
April 22, 2019
/CNW/ - Talisker Resources Ltd. (formerly, Eurocontrol Technics Group
Inc.) (CSE: TSK) ("
Talisker
") and Sable Resources Ltd. ("
Sable
") (TSX Venture: SAE) are pleased
to announce that Talisker has completed the acquisition (the "
Transaction
") of Sable's mineral
resource properties located in the Province of
British Columbia
and certain related assets (the "
B.C.
Properties
"). In connection with completion of the Transaction, Talisker has changed its name to
"Talisker Resources Ltd.", consolidated its common share capital on a one-for-four basis (the
"
Consolidation
"), and has delisted from the TSX Venture Exchange. The Canadian Securities
Exchange (the "
CSE
") has conditionally accepted the listing of Talisker, subject to customary
conditions, and the common shares of Talisker are expected to commence trading on the CSE
shortly under the ticker symbol "TSK".
The B.C. Properties
The B.C. Properties consist of several early to advanced stage projects. The Toodoggone projects
include the past producing Baker Gold/Silver Project; the Shasta Mine and Baker mill infrastructure
and equipment; the Chappelle (Baker and Multinational Mines) Property; the Mets Lease and the Bot
Property. South-central B.C. projects include the Tulox Property, the WCGG Properties, and the
Spences Bridge Regional Program. Initially Talisker intends to commence exploration of the Baker
(Toodoggone) Gold/Silver Project. With the disposition of the B.C. Properties, Sable will be
focusing its exploration on its various projects located in
Latin America
.
For further information regarding the B.C. Properties, readers are encouraged to review the joint
news release issued by Sable and Talisker on
January 25, 2019
, as well as the listing statement
prepared by Talisker in support of its listing on the CSE. A copy of the listing statement will be
available under the profile for Talisker on SEDAR (
www.sedar.com
) once the CSE has issued its
final approval for the listing of Talisker. Further information regarding the Baker Gold/Silver Project
will be available in a geological report prepared for Talisker, a copy of which will also be made
available under the profile for Talisker on SEDAR.
Terms of the Transaction
Pursuant to the terms of the Transaction, Talisker has acquired the B.C. Properties by paying to
Sable the sum of
$500,000
, issuing to Sable 30,000,000 post-Consolidation common shares of
Talisker (the "
Consideration Shares
"), granting to Sable a 1.0% net smelter return royalty on each
of the B.C. Properties and assuming certain liabilities relating to the B.C. Properties. Sable intends
to distribute up to 80% of the Consideration Shares to its shareholders, as a return of capital.
Additional information regarding the process for the distribution of these shares will be provided as
soon as details have been finalized.
Private Placement Financing
Prior to completion of the Transaction, Talisker completed an offering (the "
Offering
") of 11,730,000
subscription receipts (each, a "
Subscription Receipt
"), at a price of
$0.20
per Subscription
Receipt, for gross proceeds of
$2,346,000
. Following completion of the Transaction, the gross
proceeds from the Offering were released to Talisker, and all of the Subscription Receipts were
automatically exchanged for units (each, a "
Unit
") of Talisker. Each "Unit" is comprised of one post-
Consolidation common share of Talisker, and one share purchase warrant of Talisker (each, a
"
Warrant
"). Each "Warrant" entitles the holder to acquire a further post-Consolidation common
share of Talisker at a price of
$0.30
for a period of twenty-four months, subject to accelerated
expiry in the event the closing price of the common shares of Talisker is greater than
$0.50
for ten
consecutive trading days. The proceeds from the Offering are intended to be used primarily to fund
a planned exploration program at the Baker Gold/Silver Project and for general working capital
purposes.
The Consideration Shares, and all securities issued in connection with the Offering, are subject to a
four-month-and-one-day statutory hold period in accordance with applicable Canadian securities
laws.
Board of Directors and Management
Following completion of the Transaction, the board of directors and management of Talisker have
been reconstituted to consist of the following:
Thomas Obradovich
- Director
Terence Harbort
– Director, President and Chief Executive Officer
Andres Tinajero
– Director and Chief Financial Officer
Brent Gilchrist
– Director
Paul Wood
– Director
Blair Zaritsky
– Director
Charlotte May
– Corporate Secretary
Early Warning Disclosure
In connection with completion of the Transaction, Sable has acquired ownership and control of the
Consideration Shares, representing approximately 46.3% of the outstanding common shares of
Talisker. The Consideration Shares were issued to Sable as partial consideration for the B.C.
Properties. Sable has no present intention to acquire additional securities of Talisker, although it
does plan to distribute a portion of the Consideration Shares to its existing shareholders. A copy of
the early warning report filed by Sable in accordance with applicable Canadian securities laws is
available under the profile for Talisker on SEDAR (
www.sedar.com
).
About Talisker
Talisker is a junior resource company involved in the exploration and development of projects in
British Columbia
. The common shares of Talisker have been conditionally approved for listing on the
CSE under the ticker symbol "TSK".
About Sable Resources
Sable is a well-funded junior grassroots explorer focused on the discovery of new precious metal
projects through systematic exploration in endowed terrains located in favourable, established mining
jurisdictions. Sables' main focus is developing its large portfolio of new greenfields projects to
resource stage utilizing their Upper Level Epithermal Strategy. Sable is actively exploring the San
Juan Regional Program (35,000ha) incorporating the Don Julio Project in San Juan Province,
Argentina
, the Mexico Regional Program (1.5Mha), incorporating the Margarita, Vinata and El
Escarpe drill ready projects.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release. No stock exchange, securities commission or other regulatory authority has approved or
disapproved the information contained herein.
Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking information. These
statements relate to future events or future performance. The use of any of the words "could",
"intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements
relating to matters that are not historical facts are intended to identify forward-looking information
and are based on Talisker and Sable's current belief or assumptions as to the outcome and timing
of such future events. Actual future results may differ materially. In particular, this release contains
forward-looking information relating to, among other things, the use of proceeds from the Offering,
the listing of the common shares of Talisker on the CSE, and the distribution by Sable of a portion
of the Consideration Shares. Various assumptions or factors are typically applied in drawing
conclusions or making the forecasts or projections set out in forward-looking information. Those
assumptions and factors are based on information currently available to Talisker and Sable.
Although such statements are based on reasonable assumptions of both Talisker and Sable's
management, there can be no assurance that any conclusions or forecasts will prove to be
accurate.
Forward-looking information contained in this news release is based on certain factors and
assumptions regarding, among other things, the satisfaction of outstanding conditions to the listing
of Talisker on the CSE, potential mineralization on the B.C. Properties, and other similar matters.
While
Talisker and Sable
consider these assumptions to be reasonable based on information
currently available to them, they may prove to be incorrect.
Forward looking information involves
known and unknown risks, uncertainties and other factors which may cause the actual results,
performance or achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking information. Such factors include risks
inherent in the exploration and development of mineral deposits, including risks relating to
changes in project parameters as plans continue to be redefined, risks relating to variations in
grade or recovery rates, risks relating to changes in mineral prices and the worldwide demand for
and supply of minerals, risks related to increased competition and current global financial
conditions, access and supply risks, reliance on key personnel, operational risks regulatory risks,
including risks relating to the acquisition of the necessary licenses and permits, financing,
capitalization and liquidity risks, title and environmental risks and risks relating to the failure to
receive all requisite shareholder and regulatory approvals.
The forward-looking information contained in this release is made as of the date hereof, and
Talisker and Sable are not obligated to update or revise any forward-looking information, whether
as a result of new information, future events or otherwise, except as required by applicable
securities laws.
Because of the risks, uncertainties and assumptions contained herein, investors should not place
undue reliance on forward-looking information. The foregoing statements expressly qualify any
forward-looking information contained herein.
Talisker Resources Ltd (CNW Group/Sable Resources Ltd.)
SOURCE
Sable Resources Ltd.
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%SEDAR: 00008665E
For further information:
on this press release, please contact Terry Harbort, Chief Executive
Officer of Talisker at [email protected]; or Tom Obradovich, President & Chief
Executive Officer of Sable at (416) 985-7140 or [email protected].
CO: Sable Resources Ltd.
CNW 07:00e 22-APR-19