Talisker Announces $6 Million Private Placement

Talisker Announces $6 Million Private

Placement

/NOT FOR DISTRIBUTION TO

UNITED STATES

NEWS WIRE SERVICES OR FOR

DISSEMINATION IN

THE UNITED STATES

/

TORONTO

,

July 20, 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 and PI Financial Corp., as co-lead agents on behalf of a syndicate of one or

more additional agents (referred to collectively as the "

Agents

"), in connection with a "best efforts"

private placement financing of up to

$6,000,600

(the "

Offering

").

The Offering will consist of a combination of (i) up to 18,750,000 units of the Company ("

Units

") at a

price of

$0.16

per Unit (the "

Issue Price

") for gross proceeds of up to

$3,000,000

, and (ii) up to

16,670,000 common shares of the Company issued on a flow-through basis ("

FT Shares

") at a

price of

$0.18

per FT Share for gross proceeds of up to

$3,000,600

. The Units and the FT Shares

shall be collectively referred to as the "

Offered Securities

".

Each Unit will consist of one common share of the Company (a "

Common Share

") and one common

share purchase warrant (a "

Warrant

"). Each Warrant will entitle the holder thereof to purchase one

Common Share at an exercise price of

$0

.24 for a period of 2.5 years (30 months) from the date of

issuance. The FT Shares will qualify as "flow-through shares" within the meaning of the

Income Tax

Act

(

Canada

) (the "

Tax Act

").

The Company has granted the Agents an option to sell up to an additional 15% of the Offering,

exercisable in whole or in part, at any time up to three business days prior to the closing of the

Offering.

An amount equal to the gross proceeds from the sale of the 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 Tax Act) (the "

Qualifying Expenditures

") related to

the Company's projects in

Canada

. The Qualifying Expenditures will be renounced by the Company

in favour of the subscribers of the FT Shares effective

December 31, 2022

. The net proceeds from

the sale of the Units will be used by the Company for working capital and general corporate

purposes.

The Offering is expected to close on or about

August 11, 2022

, and is subject to a number of closing

conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the

approval of the Toronto Stock Exchange. The securities issued under the Offering will be subject to

a four month hold period from the date of issue in accordance with applicable securities laws.

In consideration for their services, the Company has agreed to pay the Agents a cash commission

equal to 6.0% of the gross proceeds from the Offering and to issue the Agents non-transferable

warrants ("

Compensation Warrants

") equal to 6.0% of the aggregate number of Offered Securities

issued under the Offering. The Compensation Warrants will be exercisable into Common Shares at a

price per Compensation Warrant equal to the Issue Price for a period of 2.5 years (30 months) from

the closing of the Offering.

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 304,931 hectares over 500

claims, three leases and 197 crown grant claims, Talisker is a dominant exploration player in south-

central

British Columbia

.

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 Offering, including the total proceeds, use of proceeds, and proposed

closing date. 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; Matt Filgate, Vice President, Corporate Development,

[email protected], +1 778 679 3579

CO: Talisker Resources Ltd

CNW 16:01e 20-JUL-22