Talisker Announces Further Increase to Private Placement to $8.6 Million
Talisker Announces Further Increase to Private
Placement to $8.6 Million
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWS WIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
TORONTO
,
Aug. 5, 2022
/CNW/ - Talisker Resources Ltd. ("
Talisker
" or the "
Company
") (TSX:
TSK) (OTCQX: TSKFF) is pleased to announce that further to its press releases of
July 20
th
and
August 4
th
, 2022 in connection with a "best efforts" private placement financing for gross proceeds
of up to
$7,320,000
(the "
Offering
"), the Company has agreed with Sprott Capital Partners LP and
PI Financial Corp., as co-lead agents on behalf of a syndicate of agents (collectively, the "
Agents
")
to increase the Offering to up to
$8,600,000
(the "
Upsized Offering
").
The Upsized Offering will consist of a combination of (i) up to 26,750,000 units of the Company
("
Units
") at a price of
$0.16
per Unit (the "
Issue Price
") for gross proceeds of up to
$4,280,000
,
and (ii) up to 24,000,000 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
$4,320,000
. The Units and
the FT Shares shall be collectively referred to as the "
Offered Securities
". The Company has
granted the Agents an option to sell up to an additional 15% of the number of Offered Securities
issued under the Upsized Offering, exercisable in whole or in part, at any time up to three business
days prior to the closing of the Upsized Offering.
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
").
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 Upsized 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 Upsized
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 Upsized 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 Upsized 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 Upsized 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 Upsized Offering, including the total gross proceeds, use of proceeds,
receipt of all necessary regulatory approvals 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 07:00e 05-AUG-22