/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Feb. 7, 2022 /CNW/ - Talisker Resources Ltd.
("Talisker" or the "Company") (TSX: TSK) (OTCQX:
TSKFF) is pleased to announce that it has entered into an
agreement with Sprott Capital Partners LP ("Sprott") as lead
underwriter and PI Financial Corp. ("PI Financial") as
co-lead underwriter on behalf of a syndicate of underwriters
(collectively the "Underwriters") pursuant to which the
Underwriters have agreed to purchase 28,000,000 common shares
(the "Shares") and 15,493,000 charity flow-through shares
(the "Charity FT Shares"), which Charity FT Shares
will qualify as "flow-through shares" within the meaning of the
Income Tax Act (Canada), on
a bought deal private placement basis (the "Offering").
The Shares will be sold at a price of $0.25 per Share (the "Offering Price") and
the Charity FT Shares will be sold at a price of $0.355 per Charity FT Share (the "Charity FT
Offering Price"), for aggregate gross proceeds of $12,500,015.
The Company has also granted the Underwriters an option to cover
over-allotments (the "Underwriters' Option"), which will
allow the Underwriters to offer up to an additional 20% of the
number of offered securities, on the same terms as the Charity FT
Shares being sold pursuant to the Offering. The Underwriters'
Option may be exercised in whole or in part on or before the date
that is three business days prior to the closing date of the
Offering.
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 Shares will be used
by the Company for working capital and general corporate
purposes.
The Offering is expected to close on or about March 2, 2022, or such other date as agreed
between the Company and the Underwriters, and is subject to certain
conditions including, but not limited to, the receipt of all
necessary regulatory and other approvals including the approval of
the Toronto Stock Exchange.
The Company has agreed to pay a cash commission of 6.0% of the
gross proceeds of the Offering to the Underwriters.
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 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, the use of proceeds from the Offering and the closing
date of the Offering. 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