Talisker Closes $2 Million Private Placement
Talisker Closes $2 Million Private Placement
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
TORONTO
,
Nov. 10, 2021
/CNW/ - Talisker Resources Ltd. ("
Talisker
" or the "
Company
") (TSX:
TSK) (OTCQX: TSKFF) announces that it has closed its previously announced non-brokered private
placement to raise total gross proceeds of
$1,976,000
(the "
Offering
"). The Offering consisted of
5,200,000 common shares of the Company which qualify as "flow through shares" within the
meaning of the
Income Tax Act
(
Canada
) (the "
FT Shares
") at a price of
$0.38
per FT Share.
Immediately following the completion of the Offering, New Gold Inc. ("
New Gold
") acquired
5,200,000 common shares, increasing their ownership in the Company to 42,566,932 common
shares, representing approximately 14.9% of Talisker's outstanding common shares. This acquisition
was made by New Gold to maintain its ownership percentage in the Company pursuant to the
investor rights agreement entered into between the Company and New Gold at the time of New
Gold's initial strategic investment in
April 2021
, as further described in the Company's press
releases of
March 25, 2021
and
October 27, 2021
.
Terry Harbort
, President and CEO stated, "We welcome New Gold's continued support and
investment in Talisker as we work to develop our strong project pipeline with Bralorne,
Ladner
,
Golden Hornet and the new Nova project."
The gross proceeds from the sale of 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
British Columbia
, including the Bralorne Gold Complex. All Qualifying
Expenditures will be renounced in favour of the subscribers of the FT Shares effective
December 31,
2021
.
Each of the FT Shares issued under the Offering is subject to a hold period of four months and a
day from the date hereof in accordance with the rules and policies of the Toronto Stock Exchange
and applicable Canadian securities laws.
The Offering and subsequent acquisition by New Gold (the "
Transaction
") is considered to be a
"related party transaction" pursuant to Multilateral Instrument 61-101 –
Protection of Minority
Security Holders in Special Transactions
("
MI 61-101
") since New Gold holds more than 10% of the
Company's common shares. The Company is exempt from the requirement to obtain a formal
valuation or minority shareholder approval in connection with the Transaction in reliance on Sections
5.5(a) and 5.7(1)(a) of MI 61-101 because the fair market value of the Transaction 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 Information
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 news release contains
forward-looking information relating to, amongst other things, the use of proceeds. 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.
While Talisker considers these statements to be reasonable based on information currently
available, 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 market risks and the
demand for securities of the Company, 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 and the COVID-19 pandemic, access and supply risks, reliance on key
personnel, operational risks, and regulatory risks, including risks relating to the acquisition of the
necessary licenses and permits, financing, capitalization and liquidity risks.
The forward-looking information contained in this news 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 13:38e 10-NOV-21