Talisker Closes $12.5 Million Bought Deal Private Placement
Talisker Closes $12.5 Million Bought Deal
Private Placement
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UNITED STATES
NEWSWIRE SERVICES
OR FOR DISSEMINATION IN
THE UNITED STATES
./
TORONTO
,
March 2, 2022
/CNW/ - Talisker Resources Ltd. ("
Talisker
" or the "
Company
") (TSX:
TSK) (OTCQB: TSKFF) is pleased to announce that it has closed the bought deal private placement
previously announced on
February 7, 2022
raising total gross proceeds of approximately
$12.5
million
(the "
Offering
"). In connection with the Offering, the Company issued an aggregate of
28,000,000 common shares (the "
Shares
") at a price of
$0.25
per Share and 15,593,000 charity
flow-through common shares (the "
Charity
FT Shares
") of the Company at a price of
$0.355
per
Charity FT Share. The Charity FT Shares will qualify as "flow-through shares" within the meaning of
the
Income Tax Act
(
Canada
).
The gross proceeds from the sale of Charity 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
Income Tax Act
(
Canada
) (the "
Qualifying Expenditures
") related to the
Company's projects in
Canada
. All Qualifying Expenditures will be renounced in favour of the
subscribers of the Charity FT Shares effective
December 31, 2022
. The net proceeds from the sale
of the Shares will be used by the Company for working capital and general corporate purposes.
The Offering was underwritten by Sprott Capital Partners LP as lead underwriter and PI Financial
Corp. as co-lead underwriter on behalf of a syndicate of underwriters that included Eight Capital,
Cormark Securities Inc., Stifel Nicolaus Canada Inc. and Haywood Securities Inc. (collectively, the
"
Underwriters
"). In connection with the Offering, the Company paid the Underwriters commission of
6.0% of the gross proceeds of the Offering.
The Shares and Charity FT Shares issued pursuant to the Offering are subject to a four month hold
period pursuant to applicable securities laws.
Pursuant to the Offering, certain insiders of the Company subscribed for 6,880,000 common shares
of the Company, which constitutes a "related party transaction" pursuant to Multilateral Instrument
61-101 –
Protection of Minority Special Transactions
("
MI 61-101
"). The Company is exempt from
the requirement to obtain a formal valuation or minority shareholder approval in connection with the
Offering in reliance on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 because the fair market value of
the securities issued to such insiders did not exceed 25% of the Company's market capitalization as
determined in accordance with MI 61-101.
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 296,983 hectares over 346
claims, three leases and 198 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, the use of proceeds from the Offering including
that the proceeds from the sale of Charity FT Shares will be used by the Company to incur eligible
"Canadian exploration expenses" that will qualify as "flow-through mining expenditures" and that all
Qualifying Expenditures will be renounced in favour of the subscribers of the Charity FT Shares.
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
CO: Talisker Resources Ltd
CNW 08:44e 02-MAR-22