TORONTO, Dec. 14, 2020 /CNW/ - Talisker Resources
Ltd. ("Talisker" or the "Company") (CSE: TSK) (OTCQB:
TSKFF) is pleased to announce that, further to its press
release of July 8, 2020, the Company
has completed the sale of its mineral resource properties located
in the Toodoggone region of the Province of British Columbia (the "Properties") to
TDG Gold Corp. ("TDG Gold"). The Properties acquired
by TDG Gold consist of: the Baker Project, which includes the past
producing Baker and Multinational Mines; the Shasta Mine and the
Baker mill infrastructure and equipment; the Chappelle property,
which covers the ground from the past producing Baker and
Multinational Mines; the Mets lease, which is a mining lease
located approximately 20 kms north of the historic Baker and
Multinational Mines; and the Bot property, which is a mineral
tenure located approximately 35 kms north of the Baker milling
facilities.
In connection with the sale of the Properties, TDG Gold has
acquired and assumed all liabilities related to the Properties and
Talisker received 18,973,699 common shares of TDG Gold (the "TDG
Gold Shares"). Talisker's TDG Gold Shares represent a 33.13%
undiluted interest and 30.12% fully-diluted interest in TDG Gold,
which has a proforma market capitalization of approximately
$17.2 million. The TDG Gold
Shares have been approved for listing by the TSX Venture Exchange
under the trading symbol "TDG". For so long as Talisker owns
not less than 10% of the outstanding TDG Gold Shares, Talisker will
have board nomination rights and pre-emptive rights to participate
in future equity financings of TDG Gold to maintain its share
ownership percentage interest in TDG Gold. Talisker currently has
the right to appoint two nominees to the board of directors of TDG
Gold. Additional information on TDG Gold can be viewed on
their website at tdggold.com.
Terry Harbort, President and CEO
of Talisker, stated, "We are very pleased with closing this sale
transaction. Unlocking the value of these assets for Talisker
shareholders will begin in 2021 as TDG Gold moves forward with its
aggressive exploration plans."
Early Warning Disclosure
As a result of the sale of the Properties, Talisker acquired
beneficial ownership and control and direction over a total of
18,973,699 TDG Gold Shares, which represents 33.13% of
the outstanding TDG Gold Shares on an undiluted basis and
30.12% on a fully-diluted basis. Prior to the completion of
the sale of the Properties, Talisker did not own or control any TDG
Gold Shares, and accordingly, the acquisition represents an
increase in Talisker's ownership from nil to 33.13% of the
outstanding Shares on an undiluted basis and 30.12% on a
fully-diluted basis. The acquisition of TDG Gold Shares was for
investment purposes. Talisker will evaluate its investment in TDG
Gold from time to time and may, based on such evaluation, market
conditions and other circumstances, increase or decrease
shareholdings as circumstances require through market transactions,
private agreements, or otherwise, subject to and in accordance with
the terms of the investor rights agreement that it entered into as
a condition to the sale of the Properties. Other than
exercising its board nomination rights, Talisker currently has no
other plans or intentions with regard to the TDG Gold Shares.
A copy of the Early Warning Report can be obtained from the
Company by contacting Charlotte May,
Corporate Secretary at charlotte.may@taliskerresources.com or on
the SEDAR profile of the Company at www.sedar.com.
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 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
278,364 hectares over 256 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. 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.
While Talisker considers these assumptions to be reasonable
based on information currently available to them, 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 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 delay or failure to satisfy the closing
conditions to the Transaction.
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