Talisker Resources Ltd. (“
Talisker” or the
“
Company”) (TSX:TSK | OTCQX:TSKFF) is pleased to
announce it has entered into a royalty agreement with Sprott
Resource Streaming and Royalty Corp. (“
Sprott”) in
relation to the Company’s 100% owned Bralorne Gold Project (the
“
Project”). Under the terms of the agreement,
Sprott will pay the Company up to US$31,250,000 for a net smelter
returns royalty (the “
Royalty”) covering all
minerals produced from the Project (the “
Royalty
Transaction”). Highlights of the Royalty Transaction
include:
- A maximum of US$31,250,000, with a
minimum consideration of US$18,750,000, payable as to:
- an initial grant of a 1.12% Royalty
for a draw of US$7,000,000 for drilling, detailed engineering and
working capital;
- a further 1.88% Royalty for a
subsequent draw of US$11,750,000 on, among other things, the
signing of a toll milling agreement for mobilization, site
infrastructure, resource conversion drilling and working capital;
and
- up to a further 2% Royalty, to a
maximum of a 5% Royalty, for US$12,500,000 available as needed for
site infrastructure, mine start-up capital and working
capital;
- An option, exercisable solely at
the discretion of the Company until December 31, 2028, to
repurchase 50% of the Royalty (as more particularly described
below);
- The residual Royalty will be
reduced by an additional 50% for no additional consideration
following 1.5 million ounces of gold production; and
- Closing of the initial 1.12%
Royalty is subject to customary closing conditions and is expected
to occur mid-June 2023.
Terry Harbort, President and CEO of Talisker,
stated,
“This non-dilutive funding package delivers a
major catalyst to Talisker, providing the necessary capital for the
pathway to long-term production at Bralorne. The flexible deal
provides the necessary upfront funds for infill drilling and
development while protecting the Project’s considerable resource
and exploration upside with buyback and capping optionality.
Following on from our strong resource statement earlier in the
year, we look forward to advancing Bralorne to the next stage.”
Michael Harrison, Managing Partner, Sprott
Resource Streaming and Royalty Corp. commented,
“As a permitted high-grade Canadian asset with
known metallurgy and exceptional grade and vein continuity, we are
pleased to partner with Talisker and provide assistance in
re-igniting Bralorne as British Columbia’s largest historic gold
producer.”
Buyback
The Company will have a right, to be satisfied
in cash or in shares (subject to a 4.9% ownership limit, calculated
at the time of the buyback), at the Company’s sole discretion (and
subject to prior approval of the Toronto Stock Exchange (the
“TSX”)), to repurchase a 50% interest of the
Royalty for a price that is equal to half of the then-paid Purchase
Price multiplied by the multiplier, as follows:
On of before |
Multiplier |
Based on Minimum3% Royalty |
Based on Maximum5% Royalty |
December 31, 2024 |
1.20 |
US$11,250,000 |
US$18,750,000 |
December 31, 2025 |
1.25 |
US$11,718,750 |
US$19,531,250 |
December 31, 2026 |
1.30 |
US$12,187,500 |
US$20,312,500 |
December 31, 2027 |
1.35 |
US$12,656,250 |
US$21,093,750 |
December 31, 2028 |
1.40 |
US$13,125,000 |
US$21,875,000 |
Production Target There is an
amount payable under the Royalty by the Company if quarterly
production targets of 17,500 ounces for each of the quarters ending
September 30, 2026 and December 31, 2026 are not achieved.
Participation Right
The Company has granted a five year pre-emptive
right (subject to rights previously granted to Osisko Gold
Royalties Ltd.) to participate up to a maximum of 40%, or
US$40,000,000, in any proposed grant, sale or issuance to any third
party of a stream, royalty or similar transaction based on future
production from the Project.
Closing
The Royalty Transaction is subject to certain
customary closing conditions. Furthermore, the issuance of any
common shares of the Company in connection with the Royalty
Transaction will require the prior approval of the TSX.
Talisker is providing an opportunity for
shareholders and other interested parties to participate in a
Webinar to be held at 2 pm ET on Thursday, June 15, 2023. To
register, please click on the following link -
https://us02web.zoom.us/webinar/register/WN_DjYiGWRwQ1G7RS6B9aOY8g
For further information, please contact:
Terry HarbortPresident and
CEOterry.harbort@taliskerresources.com+1 416 361 2808 |
Matt FilgateVice President,
Corporate Developmentmatt.filgate@taliskerresources.com+1 778 679
3579 |
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 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 291,392 hectares over 487 claims, three
leases and 197 crown grant claims, Talisker is a dominant
exploration player in south-central British Columbia.
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 and include
statements regarding the Royalty Transaction, including the
expected closing date. 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.
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.
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