Talisker Closes C$3.6 Million Private Placement
Talisker Resources Ltd.
130 Adelaide Street West, Suite 3002
Toronto, Ontario M5H 3P5
TSK
TSKFF
TSX OTCQX
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Talisker Closes C$3.6 Million Private Placement
Toronto, Ontario, November 6 , 2023 – Talisker Resources Ltd. (“Talisker” or the “ Company”) (TSX: TSK,
OTCQX: TSKFF) is pleased to announce that it has closed the non-brokered private placement previously
announced on October 18, 2023, raising total gross proceeds of approximately C$3.6 million (the
“Offering”). In connection with the Offering, the Company issued an aggregate of 4,611,733 common
share units (the “Units”) at a price of C$0.30 per Unit and 6,363,178 flow-through units (the “FT Units”,
and together with the Units, the “Offered Securities”) of the Company at a price of C$0.35 per FT Unit.
Each Unit consists of one common share of the Company (a “ Common Share”) and one -half common
share purchase warrant (each whole warrant, a “ Warrant”). Each Warrant entitles the holder thereof to
purchase one Common Share at an exercise price of $0.50 until November 6, 2025. Each FT Unit consists
of one Common Share issued as a “flow-through share” (each, a “FT Share”) within the meaning of the
Income Tax Act (Canada) (the “Tax Act”) and one-half of one Warrant.
The Company intends to use the proceeds of the Offering for the exploration on the Company’s projects
in British Colombia as well as for general working capital purposes. The gross proceeds from the sale of
the FT Shares will be used by the Company to incur resource exploration expenses which will constitute
“Canadian exploration expenses” as defined in subsection 66.1(6) of the Tax Act and “flow-through mining
expenditures” as defined in subsection 127(9) of the Tax Act, which will be renounced with an effective
date no later than December 31, 2023 to the purchasers of the FT Units in an aggregate amount not less
than the gross proceeds raised from the issue of the FT Shares.
In connection with the Offering, the Company paid finder’s fees equal to 6% of the gross proceeds of the
Offering and issued finder’s warrants (“ Finder’s Warrants ”) equal to 6% of the number of Offered
Securities to finders including Red Cloud Securities Inc., Research Capital Corp., amongst others (in each
case, other than in respect of sales to certain purchasers on the Company’s president’s list). Each Finder’s
Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.33 until
November 6, 2025.
The Offered Securities and issued pursuant to the Offering, including the Warrants and Finder’s Warrants,
are subject to a four month hold period pursuant to applicable securities laws.
Certain insiders of the Company subscribed for an aggregate of 666,667 Units and 160,714 FT Units
pursuant to the Offering. Participation by such insiders in the Offering was considered a “related party
transaction” pursuant to Multilateral Instrument 61 -101 – Protection of Minority Security Holders in
Special Transactions (“MI 61-101”). The Company was exempt from the requirements to obtain a formal
valuation or minority shareholder approval in connection with insiders’ participation in the Offering in
reliance of sections 5.5(a) and 5.7(1)(a) of MI 61 -101. A material change report in connection with the
participation of insider s in the Offering will be filed less than 21 days in advance of the closing of the
Offering, which the Company deemed reasonable in the circumstances so as to be able to avail itself of
potential financing opportunities and complete the Offering in an expeditious manner.
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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.
For further information, please contact:
Terry Harbort
President and CEO
+1 416 357 0227
Matt Filgate
Vice President, Corporate Development
+1 778 679 3579
About Talisker Resources Ltd.
Talisker (taliskerresources.com) is a junior resource company involved in the exploration and
development of gold projects in British Columbia, Canada. Talisker’s flagship asset is the high-grade, fully
permitted Bralorne Gold Project where the C ompany is currently transitioning into underground
production at the Mustang Mine. Talisker projects also include the Ladner Gold Project, an advanced
stage project with significant exploration potential from an historical high-grade producing gold mine and
the Spences Bridge Project where the Company holds ~85% of the emerging Spences Bridge Gol d Belt,
and several other early-stage Greenfields 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. In
particular, this press release contains forward -looking information relating to, among other things, the
use of proceeds and receipt of TSX approval . 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 impl ied 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, o perational 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 sh areholder and regulatory
approvals.
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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.