/NOT FOR DISTRIBUTION TO 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