Talisker Announces Agreement to Divest Non- Core Toodoggone Properties
Talisker Announces Agreement to Divest Non-
Core Toodoggone Properties
TORONTO
,
July 8, 2020
/CNW/ - Talisker Resources Ltd. ("
Talisker
" or the "
Company
") (CSE:
TSK) (OTCQB: TSKFF) is pleased to announce that the Company has entered into an agreement
with TDG Gold Corp. ("
TDG Gold
") for TDG Gold to acquire several of Talisker's mineral resource
properties located in the Toodoggone region of the Province of
British Columbia
(the "
Properties
").
In connection with the sale, TDG Gold has entered into an asset purchase agreement (the
"
Purchase Agreement
") with the Company dated
July 7, 2020
, to purchase the Properties from
Talisker on the terms and conditions outlined below under The Transaction. The Properties being
acquired by TDG Gold consist of: the Baker Project, which includes the past producing Baker and
Multinational Mines; the Shasta Mine and the Baker mill infrastructure and equipment; the Chappelle
property, which covers the ground from the past producing Baker and Multinational Mines; the Mets
lease, which is a mining lease located approximately 20 kms north of the historic Baker and
Multinational Mines; and the Bot property, which is a mineral tenure located approximately 35 kms
north of the Baker milling facilities. The completion of the Transaction is subject to regulatory
approval and certain other conditions, including those that are described below.
Terry Harbort
, President and CEO of Talisker, stated, "Situated between Centerra's Kemess Mine
and Benchmark Metals' exciting new discovery at Lawyers, the Toodoggone properties represent a
highly prospective porphyry-epithermal package and when combined with TDG Gold's adjacent
Oxide Peak Project will represent a significant land consolidation in the region. With Talisker's strong
regional focus on South Central BC, we have focused on exploring our Bralorne and
Spences Bridge
assets, and have been unable to dedicate the funding or systematic exploration that the Toodoggone
properties deserve. The divestiture of these assets is expected to provide Talisker with the potential
to unlock shareholder value faster than we would be able to achieve ourselves, while retaining
exposure to the significant upside through our expected share ownership and board representation.
The strong TDG Gold board and management team brings significant financial, technical and
managerial skills to the table."
Andrew French
, P.Geo, a Director of TDG Gold commented, "We have assembled a first class
team at TDG Gold with experience of grassroots exploration work through to project feasibility. The
combination of Talisker's Toodoggone properties with TDG Gold's adjacent Oxide Peak property
option creates an enviable land package of equal potential to any of our peers in the region. In
parallel with the work TDG Gold is planning to undertake this year, the company also intends to
advance to a public listing event in 2020."
The Transaction
In connection with and as conditions to the closing of the Transaction, TDG Gold intends to use its
commercially reasonable efforts to: (i) complete a number of financing transactions to raise gross
proceeds of at least
$5 million
; and (ii) apply to the Canadian Securities Exchange, TSX Venture
Exchange or another recognized stock exchange as determined by TDG Gold to have the common
shares of TDG Gold (the "
TDG Gold Shares
") listed and posted for trading thereon (the "
Listing
Event
"). TDG Gold is currently a private Canadian issuer registered in the Province of
British
Columbia
. TDG Gold and Talisker are arm's length parties.
Pursuant to the Purchase Agreement, TDG Gold will acquire the Properties by issuing to Talisker
the greater of 50,000,000 TDG Gold Shares and that number of TDG Gold Shares that equals
30.12% of the issued and outstanding TDG Gold Shares (calculated on a fully-diluted basis)
determined immediately following the completion of the Listing Event. In addition, in the event the
Listing Event has not occurred on or prior to: (a)
December 31, 2020
, TDG Gold shall issue an
additional 2,500,000 TDG Gold Shares to Talisker at the time of closing of the Transaction; and (b)
June 30, 2021
, TDG Gold shall issue an additional 2,500,000 TDG Gold Shares to Talisker at the
time of closing of the Transaction.
For so long as Talisker owns not less than 10% of the outstanding TDG Gold Shares, Talisker will
have nomination and pre-emptive rights to participate in future equity financings of TDG Gold to
maintain its share ownership percentage interest in TDG Gold. Talisker will also have the right to
appoint one nominee to the board of directors of TDG Gold during the interim period before closing
of the Transaction.
The Purchase Agreement also provides that TDG Gold will assume all of the liabilities related to the
Properties and contains customary representations, warranties, covenants, conditions precedent
and other terms and conditions. There can be no assurance that the Transaction will be completed
as proposed, or at all. The closing of the Transaction is subject to receipt of all necessary stock
exchange approvals, the completion of the contemplated financings and the Listing Event, and the
satisfaction of certain other customary closing conditions for a transaction of this nature.
About TDG Gold Corp.
TDG Gold is a private Canadian mineral exploration company registered in the province of
British
Columbia
focused on the discovery of high-grade gold silver deposits and gold-copper porphyries in
the Toodoggone Region of northern
British Columbia
.
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 the Bralorne Gold Complex, an
advanced stage project with significant exploration potential from a historical high-grade producing
gold mine 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 291,339 hectares over 321 claims, six leases and 181 crown grant claims, Talisker is a
dominant exploration player in the south-central
British Columbia
. The Company is well funded to
advance its aggressive systematic exploration program at its 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. Actual future results may differ materially. In particular, this release contains forward-
looking information relating to, among other things, statements with respect to the potential
completion of the Transaction and the terms and conditions of the Transaction and the potential
benefits of the Transaction. 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 contained in this news release is based on certain factors and
assumptions regarding, among other things, the Properties, the contemplated financings of TDG
Gold, the Listing Event, and other similar matters. While Talisker considers 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 delay or failure to
satisfy the closing conditions to the Transaction.
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.
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the
CSE) 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.
SOURCE
Talisker Resources Ltd
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%SEDAR: 00005798E
For further information:
Terry Harbort, Chief Executive Officer,
[email protected], +1 416 361 2808 or Carrie Howes, Director, Investor
Relations, [email protected], +1 416 837 0075
CO: Talisker Resources Ltd
CNW 07:00e 08-JUL-20