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 insiders 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.
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 HarbortPresident and CEOterry.harbort@taliskerresources.com+1
416 357 0227 |
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 and development of
gold projects in British Columbia, Canada. Talisker’s flagship
asset is the high-grade, fully permitted Bralorne Gold Project
where the Company 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 Gold 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 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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