Talisker Announces $21.5 Million Financing Package for the Bralorne Gold Project
Talisker Resources Ltd.
130 Adelaide Street West, Suite 3002
Toronto, Ontario M5H 3P5
TSK
TSKFF
TSX OTCQX
Talisker Announces $21.5 Million Financing Package
for the Bralorne Gold Project
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario, October 9, 2024 – Talisker Resources Ltd. (“ Talisker” or the “ Company”) (TSX: TSK,
OTCQX: TSKFF) is pleased to announce that it has secured a financing package of approximately $21.5
million (the “Financing Package”). The Financing Package has three components: (i) US$11,750,000 from
the second closing (the “Sprott Second Draw ”) of the previously announced royalty agreement with
Sprott Private Resource Streaming and Royalty (B) Corp. ( “Sprott”); (ii) a $4,000,000 convertible
debenture (the “ Convertible Debenture ”) from the Phoenix Gold Fund (“ Phoenix”); and (iii) a non-
brokered private placement (the “Gold-Linked Note Financing”) of up to $1,500,000 of gold-linked notes
(the “ Notes”). Proceeds from the Financing Package will be u sed to continue advancement of the
Company’s flagship Bralorne Gold Project in British Columbia and for general corporate purposes.
Additional details on the Financing Package are included below.
Terry Harbort, CEO of Talisker stated, “The closure of this financing package places Talisker in a solid
financial position as we transition into mining at the Bralorne Gold Project. This transition is a culmination
of over five years of dedication and hard work from the Talisker team including 165,000m of drilling,
discovery of over 50 additional veins and development of what we believe is a robust mine plan. With
gold prices sustaining strong support levels at all-time highs, we are excited to become Western Canada’s
next gold producer.”
Financing Package
Convertible Debenture
• The Convertible Debenture is an unsecured obligation of the Company in the principal amount of $4
million. It bears interest at a rate of 12% per annum, calculated and payable quarterly in arrears, and
has a term of three years.
• Phoenix may convert the principal amount to common shares of Talisker (the “ Shares”) at a
conversion price of $ 0.50, being 120% of the market price of the Shares on the Toronto Stock
Exchange (the “ TSX”) on the trading day prior to the date of the Convertible Debenture (the
“Conversion Price”).
• Talisker has the option to convert all or any portion of the Convertible Debenture into S hares if the
closing price of the Shares on the TSX is at least 130% of the Conversion Price for each of the 20 trading
days before a notice of conversion is delivered to Phoenix. If Shares are issued to Phoenix pursuant
to the Company’s conversion right and Phoenix wishes to sell any S hares, Talisker also has the right
to identify a purchaser for such Shares.
• In connection with issuing the Convertible Debenture, the Company will issue 500,000 Shares
representing a finder’s fee of $200,000, which is equal to 5% of the principal amount of the
Convertible Debenture.
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Gold-Linked Note Financing
• The Company has received subscriptions to issue Notes in the aggregate principal amount of
$1,307,000.
• The Notes will represent senior unsecured obligations of the Company and will not be convertible into
Shares.
• The Notes will bear interest at a rate of 15% per annum and will mature on December 31, 2027.
• The principal amount of the Notes will be used to calculate the quantity of gold (the “Gold Quantity”)
to be represented by the Notes, being the deemed number of ounces of gold using a price (the “Floor
Price”) of US$2,500. The Gold Quantity will be reduced on each of December 31, 2025, December 31,
2026 and December 31, 2027, by that number of ounces that represents 15%, 25% and 60%,
respectively, of the Gold Quantity on the closing of the Gold -Linked Note Financing, by the payment
of the Deemed value of such Gold Quantity. The “Deemed Value” means the applicable Gold Quantity
multiplied by the Gold Price (the “ Gold Price” being the greater of: (a) the Floor Price; and (b) the
“London Gold Fix” price per ounce (in U.S. dollars) as of the 15th day of the month of such payment
date).
• Interest shall be calculated and payable quarterly in arrears, with the interest payable being calculated
based on the Deemed Value of the Gold Quantity on the applicable interest payment date.
• In connection with the Gold -Linked Note Financing, the Company anticipates paying finder’s fees in
an amount equal to 5% of the gross proceeds of the Gold-Linked Note Financing.
• The Gold-Linked Note Financing is expected to close on or about October 17, 2024.
Sprott Second Draw
As part of the closing of the Sprott Second Draw , on September 16, 2024, Sprott entered into a
subordination agreement with Osisko Gold Royalties Ltd (“Osisko”) which, among other matters, provided
that the security interest over all present and after- acquired personal property of Bralorne Gold Mines
Ltd. (“Bralorne”) (including a pledge of shares of Bralorne by the Company and a debenture by Bralorne)
granted in favour of Sprott will be subordinated to the security interest over all present and after-acquired
personal property of Bralorne (including a pledge of shares of Bralorne by the Company and a debenture
by Bralorne) granted in favour of Osisko . The Company also entered into an agreement with Sprott to
amend the royalty agreement dated June 9, 2023, between Sprott, the Company and Bralorne Gold Mines
Ltd. (the “Sprott Royalty Agreement”).
The material amendments to the Sprott Royalty Agreement include the following:
• Buyback Right – The various time frames for exercise by Bralorne of its right to buy back up to 50% of
the royalty have each been pushed back by six months, with the first period commencing on or before
June 30, 2025 (was December 31, 2024) and the outside date ending June 30, 2029 (was December
31, 2028). The Company continues to have the right to satisfy the buyback right in cash or in S hares
(subject to a 4.9% ownership limit, calculated at the time of the buyback), at the Company’s sole
discretion (and subject to prior approval of the TSX).
• Production Target – The time frame for the quarterly production target of 17,500 ounces has been
pushed back, such that such target applies for the quarters ending March 31, 2028 (was September
30, 2026) and June 30, 2028 (was December 31, 2026).
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An insider is expected to participate in the Gold-Linked Note Financing. As a result, the Gold-Linked Note
Financing may be considered a “related party transaction” pursuant to Multilateral Instrument 61 -101 –
Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is exempt
from the requirements to obtain a formal valuation or minority shareholder approval in connection with
such insider’s participation in the Gold-Linked Note Financing in reliance on Sections 5.5(a) and 5.7(1)(a)
of MI 61-101. A material change report in connection with the Financing Package will be filed less than 21
days in advance of the closing of the Gold-Linked Note Financing, which the Company deems reasonable
in the circumstances so as to be able to avail itself of potential financing opportunities.
This press 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.
For further information, please contact:
Terry Harbort
President and CEO
+1 416 357 0227
About Talisker Resources Ltd.
Talisker (taliskerresources.com) is a junior resource company involved in the exploration and
development of gold projects in British Columbia, Canada. Talisker’s flagship asset is the high-grade, fully
permitted Bralorne Gold Project where the Company is currentl y transitioning into underground
production at the Mustang Mine. Talisker projects also include the Ladner Gold Project, an advanced stage
project with significant exploration potential from an historical high- grade producing gold mine and the
Spences Bridge Project where the Company holds ~85% of the emerging Spences Bridge Gold Belt, and
several other early-stage Greenfields projects.
Caution Regarding 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’s current belief or assumptions as to the outcome and timing of such future events. In
particular, this press release contains forward -looking information relating to, among other things, the
Gold-Linked Note Financing and the closing date of such financing, the intended use of proceeds of the
Financing Package and the material change report to be filed in connection with the Financing Package .
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.
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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 impl ied 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, o perational 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 sh areholder 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.