/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, March 25, 2021 /CNW/ - Talisker Resources
Ltd. ("Talisker" or the "Company") (TSX: TSK) (OTCQX:
TSKFF) is pleased to announce that New Gold Inc. ("New
Gold") (TSX: NGD) is expected to acquire a 14.9% interest in
Talisker.
"As one of Canada's leading
gold producers and with a prominent position in south-central BC,
we are pleased to welcome New Gold as a strategic investor in our
Company," commented Terry Harbort,
Chief Executive Officer of Talisker who added, "New Gold is a
natural regional partner for Talisker and their investment
highlights the potential synergies for both companies and is a
strong endorsement of our corporate strategy and the potential of
Bralorne and our other greenfield projects. We are excited to
embark on this relationship with New Gold."
The Company is also pleased to announce a non-brokered private
placement to raise total gross proceeds of up to $19.1 million (the "Offering").
The Offering will consist of up to 37,366,932 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 $0.51 per FT Share.
The Strategic Investment
Immediately following the completion of the Offering, it is
expected that New Gold will acquire 37,366,932 common shares, which
will provide New Gold with a 14.9% interest in the Company on a pro
forma basis.
In anticipation of New Gold acquiring its interest, New Gold and
Talisker have entered into an investor rights agreement (the
"Investor Rights Agreement") which provides that the rights
provided to New Gold shall become effective upon the date that New
Gold has acquired a 14.9% interest in the Company (the
"Effective Date").
Pursuant to the Investor Rights Agreement, during the period
commencing on the Effective Date and ending on the date on which
New Gold's ownership is less than 10% of the issued and outstanding
common shares of Talisker, New Gold will have the right, among
other things, to:
- Have a nominee appointed to the board of directors of Talisker
(the "Board") and have such nominee nominated for election
at the Company's meetings of shareholders. If the size of the
Board is increased to eight or more members, New Gold shall be
entitled to designate an additional nominee.
- Participate on a pro rata basis in equity financings by
Talisker in order to maintain its 14.9% interest in Talisker.
In addition, New Gold will have certain top-up rights that will
allow it to maintain its interest in the event of other dilutive
events undertaken by Talisker.
- Certain information and access rights to the Company's
properties.
In return for these rights, New Gold has agreed to, among other
things:
- For a period of 24 months, ensure it is present at shareholder
meetings of the Company and, subject to certain exceptions, not
vote against matters that have been unanimously approved by the
Board.
- Certain restrictions on disposing its interest in
Talisker.
- A 24-month standstill which will prohibit New Gold from taking
certain actions, including acquiring more than 14.9% of the issued
and outstanding common shares of Talisker, subject to certain
exceptions.
The Offering
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 Canada, including the Bralorne Gold Complex.
All Qualifying Expenditures will be renounced in favour of the
subscribers of the FT Shares effective December 31, 2021.
The Offering is expected to close on or about April 15, 2021. The Offering remains subject to
the approval of the Toronto Stock Exchange. Any securities to
be issued under the Offering will be subject to a hold period of
four months and a day from the closing date of the Offering in
accordance with the rules and policies of the Toronto Stock
Exchange and applicable Canadian securities laws and such other
further restrictions as may apply under foreign securities
laws.
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.
Advisors and Counsel
PI Financial Corp. is acting as advisor to Talisker in
connection with the Investor Rights Agreement. Cassels Brock & Blackwell LLP is acting as
Talisker's legal advisor and Fasken Martineau DuMoulin LLP is
acting as New Gold's legal advisor.
About Talisker Resources Ltd.
Talisker is a junior resource company involved in the
exploration of gold projects in British
Columbia, Canada. Talisker's projects include the Bralorne
Gold Complex, an advanced stage project with significant
exploration potential from a historical high-grade producing gold
mine 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
282,403 hectares over 258 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
release contains forward-looking information relating to, among
other things, effective time of the rights provided to New Gold
under the Investor Rights Agreement, the completion of New Gold's
strategic investment; the completion of the Offering, the use of
proceeds, the operations of the Company and the timing which could
be affected by the current global COVID-19 pandemic. 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