Talmora Announces Closing Non-Brokered Private Placement

TALMORA DIAMOND INC.

( CSE – TAI )

6 Willowood Court Tel: 416-491-6771

Toronto, Ontario [email protected]

M2J 2M3 www.talmoradiamond.com

TALMORA ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE

UNITED STATES

Toronto, August 31, 2023 – Talmora Diamond Inc. (“Talmora” or the “Company”) (CSE:TAI), is pleased to

announce it has closed its previously announced non-brokered private placement offering of 8,700,000

units (the “HD Units”) at a price of $0.025 per HD Unit and 1,533,333 flow-through units (the "FT Units"

and together with the HD Units, the “Offered Securities”) at a price of $0.03 per FT Unit for aggregate

gross proceeds of $263,500 (the “Offering”).

Each HD Unit is comprised of one (1) common share in the capital of the Company (a “ Common Share”)

issued on a non-flow-through basis and one Common Share purchase warrant (a “Warrant”). Each FT Unit

is comprised of one (1) Common Share qualifying as a “flow -through share” as defined in subsection

66(15) of the Tax Act and one Warrant. Each Warrant entitles the holder thereof to acquire one (1)

Common Share (a “ Warrant Share”) at a price of $0.05 per Warrant Share for a period of twelve (12)

months following the closing date of the Offering.

The net proceeds from the issue and sale of the HD Units will be used for exploration of the Company’s

mineral properties in the Northwest Territories, Canada , and for general corporate purposes. The

Company will use an amount equal to the gross proceeds from the sale of the FT Units to incur eligible

"Canadian exploration expenses" that qualify as "flow -through mining expenditures" (as both terms are

defined in the Income Tax Act (Canada)) related the Company’s properties located in the Northwest

Territories, Canada (the “Qualifying Expenditures”), on or before December 31, 2024, and to renounce

all the Qualifying Expenditures in favour of the subscribers of the FT Units effective on or before December

31, 2023.

All securities issued in connection with the Offering are subject to a hold period of four months and one

day from the closing date, in accordance with applicable Canadian securities laws.

Raymond Davies, President, Chief Executive Officer and a Director of the Company, acquired 6,400,000

HD Units and 1,533,333 FT Units under the Offering. Such participation will be considered to be a "related

party transaction" as defined under Multilateral Instrument 61 -101 – Protection of Minority Security

Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the minority

shareholder approval and formal valuation requirements applicable to the related -party transactions

under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61 -101, as neither the fair market value of the

Offered Securities acquired by Mr. Davies nor the consideration paid by Mr. Davies exceeds 25% of the

Company's market capitalization.

Immediately prior to the closing of the Offering, Mr. Davies had ownership and control, directly and

indirectly, of 28,598,866 Common Shares, r epresenting approximately 38.04% of the issued and

outstanding Common Shares on a non -diluted basis, and 31,098,866 Common Shares representing

approximately 40.03% of the issued and outstanding Common Shares on a partially diluted basis

(assuming the 2,500,000 options of the Company held by Mr. Davies). As a result of Mr. Davies’ acquisition

of 6,400,000 HD Units and 1,533,333 FT Units under the Offering, Mr. Davies has ownership and control,

directly and indirectly, of 36,332,199 Common Shares, representing approximately 42.54% of the issued

and outstanding Common Shares on a non -diluted basis, and 46,565,532 Common Shares representing

approximately 48.68% of the issued and outstanding Common Shares on a partially diluted basis

(assuming the exercise of 7,733,333 common share purchase warrants of the Company and 2,500,000

options of the Company).

Mr. Davies will review his holdings in the Company on a continuing basis, and, depending upon such

factors that Mr. Davies may, from time to time, deem relevant, Mr. Davies may increase or decrease his

position as future circumstances may dictate.

This News Release is issued pursuant to National Instrument 62-103 - Early Warning System and Related

Takeover Bids and Insider Reporting Issues of the Canadian Securities Administrators, which also requires

an early warning report to be filed with the applicable securiti es regulators containing additional

information with respect to the foregoing matters. Such early warning report dated August 31, 2023 has

been filed on SEDAR+ at www.sedarplus.ca under the Company’s SEDAR+ profile. To obtain a copy of the

early warning report, please contact Mr. Davies, 416-491-6771, [email protected] or obtain a

copy from SEDAR+ under the Company’s profile.

The securities issued under the Offering have not been and will not be registered under the U.S. Securities

Act of 1933, as amended, and were not to be offered or sold in the United States absent registration or

an applicable exemption from the registration requirements . This news release shall not constitute an

offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United

States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

For further information please contact:

Raymond Davies, President & CEO

Talmora Diamond Inc. Email: [email protected] Telephone 416-491-6771

CAUTIONARY STATEMENT

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained

herein. This News Release includes certain "forward-looking statements" which are not comprised of historical facts. Forward-

looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including

words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements

may be iden tified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, “likely”,

“probably”, “often”, or “plan”. Since forward -looking statements are based on assumptions and address future events and

conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information

currently available to the Company, the Company provides no assurance that actual results will meet management’s

expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results,

performance, prospects and opportunities to differ materially from those expressed or implied by such forward -looking

information. Forward looking information in this news release includes, but is not limited to, the size of the Offering, the completion

and terms of the Offering, the use of the proceeds from the Offering, renunciation and tax treatment of the FT Units, the

Company’s objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral

resources, exploration and mine development plans, timing of the commencement of operations , timing of the commencement

of field programs and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-

looking information include, but are not limited to failure to identify mineral resources, failure to convert estimated miner al

resources to reserves, the inabili ty to complete a feasibility study which recommends a production decision, the inability to

complete or commence the anticipated summer field program, the preliminary nature of test results, delays or failures in obtaining

sample results, delays in obtaining or failures to obtain required governmental environmental or other project approvals, political

risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability

and costs of fi nancing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in

commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the

other risks involved in the mineral exploration and development industry, and inability to predict and counteract the effects of

COVID-19 on the business of the Company including but not limited to the effects of Covid -19 on the price of commodities,

capital market conditions, restriction on labour and international travel and supply chains, and those risks set out in the Company’s

public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the

forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which

only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time

frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether

as a result of new information, future events or otherwise, other than as required by law.