Talisker Announces Closings of Acquisition of Bralorne Gold Project and Private Placement
Talisker Announces Closings of Acquisition of
Bralorne Gold Project and Private Placement
TORONTO
,
Dec. 16, 2019
/CNW/ - Talisker Resources Ltd. ("
Talisker
" or the "
Company
")
(CSE:TSK | OTCQB:TSKFF) is pleased to announce that it has completed its previously announced
acquisition of a 100% interest in the Bralorne Gold Project (the "
Project
") located in southwestern
British Columbia
from
Avino Silver
& Gold Mines Ltd. ("
Avino
") and its previously announced non-
brokered private placement of
$4.0 million
(the "
Private Placement
").
Acquisition Summary
Talisker acquired all of the common shares of Bralorne Gold Mines Ltd. ("
Bralorne
"), Avino's wholly-
owned subsidiary which owns the Project, in exchange for:
1
.
A cash payment of
$8.7 million
;
2
.
12,580,000 common shares of Talisker ("
Common Shares
"), representing 9.9% of the number
of outstanding Common Shares; and
3
.
6,290,000 Common Share purchase warrants ("
Warrants
"), with each Warrant being
exercisable at
$0.25
for a period of three years from closing, subject to acceleration in the
event the closing price of Common Shares is greater than
$0.35
for 20 or more consecutive
trading days at any time following
April 14, 2020
.
A cash payment of
US$2.5 million
will be payable to Avino on commencement of commercial
production of the Project.
Bralorne has approximately
$1.9 million
in cash, which is sufficient to finance the remaining flow-
through expenditures on the Project, and has no debts or liabilities other than in respect of certain
equipment and environmental, permitting, reclamation and rehabilitation costs associated with the
Project.
The Common Shares and Warrants issued to Avino are subject to a contractual one-year hold
period, subject to certain exceptions. Until Avino holds not less than 5% of outstanding Common
Shares, Avino has a pre-emptive right to participate in future equity financings of Talisker to maintain
its share ownership percentage interest in Talisker.
Private Placement
In connection with the Acquisition, the Company completed the Private Placement of 22,222,222
common shares at price of
$0.18
per common share for gross proceeds of
$4.0 million
. Certain
insiders of the Company subscribed for an aggregate of
$1,069,992
of gross proceeds pursuant to
the Private Placement. The common shares issued under the Private Placement are subject to a
hold period expiring on
April 14, 2020
in accordance with applicable securities laws.
Maxit Capital LP acted as financial advisor to Talisker and
Cassels Brock
& Blackwell LLP acted as
its legal advisor.
About Talisker Resources Ltd.
Talisker Resources Ltd. 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 gold producing 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 271,132
hectares over 286 claims, three leases and 154 crown grant claims, Talisker is the 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. 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 Project, the Acquisition, the Private Placement, 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.
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
View original content to download multimedia:
http://www.newswire.ca/en/releases/archive/December2019/16/c0119.html
%SEDAR: 00005798E
For further information:
Terry Harbort, Chief Executive Officer of Talisker at
CO: Talisker Resources Ltd
CNW 06:45e 16-DEC-19