Talisker Announces $12.5 Million Bought Deal Private Placement

Talisker Announces $12.5 Million Bought Deal

Private Placement

/NOT FOR DISTRIBUTION TO

UNITED STATES

NEWSWIRE SERVICES OR FOR

DISSEMINATION IN

THE UNITED STATES

/

TORONTO

,

Feb. 7, 2022

/CNW/ - Talisker Resources Ltd. ("

Talisker

" or the "

Company

") (TSX:

TSK) (OTCQX: TSKFF) is pleased to announce that it has entered into an agreement with Sprott

Capital Partners LP ("

Sprott

") as lead underwriter and PI Financial Corp. ("

PI Financial

") as co-lead

underwriter on behalf of a syndicate of underwriters (collectively the "

Underwriters

") pursuant to

which the Underwriters have agreed to purchase 28,000,000 common shares (the "

Shares

") and

15,493,000 charity flow-through shares (the "

Charity

FT Shares

"), which Charity FT Shares will

qualify as "flow-through shares" within the meaning of the

Income Tax Act

(

Canada

), on a bought

deal private placement basis (the "

Offering

").

The Shares will be sold at a price of

$0.25

per Share (the "

Offering Price

") and the Charity FT

Shares will be sold at a price of

$0.355

per Charity FT Share (the "

Charity FT Offering Price

"), for

aggregate gross proceeds of

$12,500,015

.

The Company has also granted the Underwriters an option to cover over-allotments (the

"

Underwriters' Option

"), which will allow the Underwriters to offer up to an additional 20% of the

number of offered securities, on the same terms as the Charity FT Shares being sold pursuant to the

Offering. The Underwriters' Option may be exercised in whole or in part on or before the date that is

three business days prior to the closing date of the Offering.

The gross proceeds from the sale of Charity FT Shares will be used by the Company to incur eligible

"Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such

terms are defined in the

Income Tax Act

(

Canada

) (the "

Qualifying Expenditures

") related to the

Company's projects in

Canada

. All Qualifying Expenditures will be renounced in favour of the

subscribers of the Charity FT Shares effective

December 31, 2022

. The net proceeds from the sale

of Shares will be used by the Company for working capital and general corporate purposes.

The Offering is expected to close on or about

March 2, 2022

, or such other date as agreed between

the Company and the Underwriters, and is subject to certain conditions including, but not limited to,

the receipt of all necessary regulatory and other approvals including the approval of the Toronto

Stock Exchange.

The Company has agreed to pay a cash commission of 6.0% of the gross proceeds of the Offering

to the Underwriters.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the

securities in

the United States

. The securities have not been and will not be registered under the

United States Securities Act of 1933, as amended (the "

U.S. Securities Act

") or any state

securities laws and may not be offered or sold within

the United States

or to U.S. Persons unless

registered under the U.S. Securities Act and applicable state securities laws or an exemption from

such registration is available.

About Talisker Resources Ltd.

Talisker (

taliskerresources.com

)

is a junior resource company involved in the exploration of gold

projects in

British Columbia, Canada

. Talisker's projects include two advanced-stage projects, the

Bralorne Gold Complex and the Ladner Gold Project, both advanced-stage projects with significant

exploration potential from historical high-grade producing gold mines, as well as its Spences Bridge

Project where the Company holds ~85% of the emerging Spences Bridge Gold Belt and several

other early-stage Greenfields projects. With its properties comprising 296,983 hectares over

346 claims, three leases and 198 crown grant claims, Talisker is a dominant exploration player in

south-central

British Columbia

. The Company is well funded to advance its aggressive systematic

exploration program at its projects.

Caution Regarding Forward-Looking Information

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'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 and the

closing date of the Offering. 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. Although such

statements are based on reasonable assumptions of Talisker's management, there can be no

assurance that any conclusions or forecasts will prove to be accurate.

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

is 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.

SOURCE

Talisker Resources Ltd

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%SEDAR: 00005798E

For further information:

Terry Harbort, President and CEO, [email protected],

+1 416 361 2808

CO: Talisker Resources Ltd

CNW 17:51e 07-FEB-22