Talisker Closes $8 Million Brokered Private Placement

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES

OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, May 05, 2025 (GLOBE NEWSWIRE) -- Talisker Resources Ltd. (“Talisker” or the “Company”) (TSX: TSK, OTCQX: TSKFF) is pleased to announce that it has closed the previously announced “best-efforts” private placement (the “Offering”) for total gross proceeds of $8.0 million, which includes the exercise in full of the over-allotment option. In connection with the Offering, the Company issued an aggregate of 16,000,000 units (the “Units”) at a price of $0.50 per Unit. Red Cloud Securities Inc. acted as sole agent and bookrunner in connection with the Offering.

Each Unit consists of one common share of the Company (each, a “Common Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $0.75 until May 5, 2028.

The Company has received conditional approval from the Toronto Stock Exchange (“TSX”) for the listing of 7,910,000 Warrants issued under the Offering which are freely tradeable. Listing of such Warrants remains subject to the final approval of the TSX, and will be announced by the Company prior to listing. The remaining 90,000 Warrants issued under the Offering are subject to a four month hold period, and the Company intends to apply for the listing of such Warrants upon expiry of the hold period.

The Company intends to use the net proceeds from the Offering for the continued advancement of the Company’s flagship Bralorne Gold Project in British Columbia, as well as for general corporate purposes and working capital.

8,672,000 Units under the Offering were issued pursuant to the listed issuer financing exemption (the “Listed Issuer Financing Exemption”) under Part 5A of National Instrument 45-106 – Prospectus Exemptions, and the balance of the Units were issued on a private placement basis pursuant to exemptions from the prospectus requirements in Canada other than the Listed Issuer Financing Exemption and in offshore jurisdictions. An offering document with respect to the Offering has been filed on the Company’s profile on SEDAR+ at ().

The Common Shares and Warrants issuable from the sale of Units under the Listed Issuer Financing Exemption are not subject to a hold period in accordance with Canadian securities laws and are immediately freely tradeable, while the Common Shares and Warrants issuable from the sale of Units under other prospectus exemptions in Canada are subject to a four month hold period.

Certain insiders of the Company subscribed for 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 such insiders’ participation in the Offering in reliance on Sections 5.5(a) and 5.7(1)(a) of MI 61-101. A material change report in connection with 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 press 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.

All amounts are in Canadian dollars unless otherwise noted.

For further information, please contact:

Terry Harbort

President and CEO

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 has a significant landholding in 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, listing of the Warrants and approval of the TSX. 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.