Talisker Closes $12.5 Million Bought Deal Private Placement

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TORONTO, March 2, 2022 /CNW/ - Talisker Resources Ltd. ("Talisker" or the "Company") (TSX: TSK) (OTCQB: TSKFF) is pleased to announce that it has closed the bought deal private placement previously announced on February 7, 2022 raising total gross proceeds of approximately $12.5 million (the "Offering"). In connection with the Offering, the Company issued an aggregate of 28,000,000 common shares (the "Shares") at a price of $0.25 per Share and 15,593,000 charity flow-through common shares (the "Charity FT Shares") of the Company at a price of $0.355 per Charity FT Share. The Charity FT Shares will qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada).

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 the Shares will be used by the Company for working capital and general corporate purposes.

The Offering was underwritten by Sprott Capital Partners LP as lead underwriter and PI Financial Corp. as co-lead underwriter on behalf of a syndicate of underwriters that included Eight Capital, Cormark Securities Inc., Stifel Nicolaus Canada Inc. and Haywood Securities Inc. (collectively, the "Underwriters"). In connection with the Offering, the Company paid the Underwriters commission of 6.0% of the gross proceeds of the Offering.

The Shares and Charity FT Shares issued pursuant to the Offering are subject to a four month hold period pursuant to applicable securities laws.

Pursuant to the Offering, certain insiders of the Company subscribed for 6,880,000 common shares of the Company, which constitutes a "related party transaction" pursuant to Multilateral Instrument 61-101 – Protection of Minority Special Transactions ("MI 61-101"). The Company is exempt from the requirement to obtain a formal valuation or minority shareholder approval in connection with the Offering in reliance on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 because the fair market value of the securities issued to such insiders did not exceed 25% of the Company's market capitalization as determined in accordance with MI 61-101.

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 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. In particular, this release contains forward-looking information relating to, among other things, the use of proceeds from the Offering including that the 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" and that all Qualifying Expenditures will be renounced in favour of the subscribers of the Charity FT Shares. 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

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