Talisker and Sable Announce Completion of Purchase and Sale of Resource Properties and Conditional Listing Approval of Talisker Shares on Canadian Securities Exchange
TSX VENTURE: SAE
TORONTO, April 22, 2019 /CNW/ - Talisker Resources Ltd. (formerly, Eurocontrol Technics Group Inc.) (CSE: TSK) ("Talisker") and Sable Resources Ltd. ("Sable") (TSX Venture: SAE) are pleased to announce that Talisker has completed the acquisition (the "Transaction") of Sable's mineral resource properties located in the Province of British Columbia and certain related assets (the "B.C. Properties"). In connection with completion of the Transaction, Talisker has changed its name to "Talisker Resources Ltd.", consolidated its common share capital on a one-for-four basis (the "Consolidation"), and has delisted from the TSX Venture Exchange. The Canadian Securities Exchange (the "CSE") has conditionally accepted the listing of Talisker, subject to customary conditions, and the common shares of Talisker are expected to commence trading on the CSE shortly under the ticker symbol "TSK".
The B.C. Properties
The B.C. Properties consist of several early to advanced stage projects. The Toodoggone projects include the past producing Baker Gold/Silver Project; the Shasta Mine and Baker mill infrastructure and equipment; the Chappelle (Baker and Multinational Mines) Property; the Mets Lease and the Bot Property. South-central B.C. projects include the Tulox Property, the WCGG Properties, and the Spences Bridge Regional Program. Initially Talisker intends to commence exploration of the Baker (Toodoggone) Gold/Silver Project. With the disposition of the B.C. Properties, Sable will be focusing its exploration on its various projects located in Latin America.
For further information regarding the B.C. Properties, readers are encouraged to review the joint news release issued by Sable and Talisker on January 25, 2019, as well as the listing statement prepared by Talisker in support of its listing on the CSE. A copy of the listing statement will be available under the profile for Talisker on SEDAR (www.sedar.com) once the CSE has issued its final approval for the listing of Talisker. Further information regarding the Baker Gold/Silver Project will be available in a geological report prepared for Talisker, a copy of which will also be made available under the profile for Talisker on SEDAR.
Terms of the Transaction
Pursuant to the terms of the Transaction, Talisker has acquired the B.C. Properties by paying to Sable the sum of $500,000, issuing to Sable 30,000,000 post-Consolidation common shares of Talisker (the "Consideration Shares"), granting to Sable a 1.0% net smelter return royalty on each of the B.C. Properties and assuming certain liabilities relating to the B.C. Properties. Sable intends to distribute up to 80% of the Consideration Shares to its shareholders, as a return of capital. Additional information regarding the process for the distribution of these shares will be provided as soon as details have been finalized.
Private Placement Financing
Prior to completion of the Transaction, Talisker completed an offering (the "Offering") of 11,730,000 subscription receipts (each, a "Subscription Receipt"), at a price of $0.20 per Subscription Receipt, for gross proceeds of $2,346,000. Following completion of the Transaction, the gross proceeds from the Offering were released to Talisker, and all of the Subscription Receipts were automatically exchanged for units (each, a "Unit") of Talisker. Each "Unit" is comprised of one post-Consolidation common share of Talisker, and one share purchase warrant of Talisker (each, a "Warrant"). Each "Warrant" entitles the holder to acquire a further post-Consolidation common share of Talisker at a price of $0.30 for a period of twenty-four months, subject to accelerated expiry in the event the closing price of the common shares of Talisker is greater than $0.50 for ten consecutive trading days. The proceeds from the Offering are intended to be used primarily to fund a planned exploration program at the Baker Gold/Silver Project and for general working capital purposes.
The Consideration Shares, and all securities issued in connection with the Offering, are subject to a four-month-and-one-day statutory hold period in accordance with applicable Canadian securities laws.
Board of Directors and Management
Following completion of the Transaction, the board of directors and management of Talisker have been reconstituted to consist of the following:
Thomas Obradovich - Director
Terence Harbort – Director, President and Chief Executive Officer
Andres Tinajero – Director and Chief Financial Officer
Brent Gilchrist – Director
Paul Wood – Director
Blair Zaritsky – Director
Charlotte May – Corporate Secretary
Early Warning Disclosure
In connection with completion of the Transaction, Sable has acquired ownership and control of the Consideration Shares, representing approximately 46.3% of the outstanding common shares of Talisker. The Consideration Shares were issued to Sable as partial consideration for the B.C. Properties. Sable has no present intention to acquire additional securities of Talisker, although it does plan to distribute a portion of the Consideration Shares to its existing shareholders. A copy of the early warning report filed by Sable in accordance with applicable Canadian securities laws is available under the profile for Talisker on SEDAR (www.sedar.com).
Talisker is a junior resource company involved in the exploration and development of projects in British Columbia. The common shares of Talisker have been conditionally approved for listing on the CSE under the ticker symbol "TSK".
About Sable Resources
Sable is a well-funded junior grassroots explorer focused on the discovery of new precious metal projects through systematic exploration in endowed terrains located in favourable, established mining jurisdictions. Sables' main focus is developing its large portfolio of new greenfields projects to resource stage utilizing their Upper Level Epithermal Strategy. Sable is actively exploring the San Juan Regional Program (35,000ha) incorporating the Don Julio Project in San Juan Province, Argentina, the Mexico Regional Program (1.5Mha), incorporating the Margarita, Vinata and El Escarpe drill ready projects.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
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 and Sable'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, the listing of the common shares of Talisker on the CSE, and the distribution by Sable of a portion of the Consideration 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 and Sable. Although such statements are based on reasonable assumptions of both Talisker and Sable's management, there can be no assurance that any conclusions or forecasts will prove to be accurate.
Forward-looking information contained in this news release is based on certain factors and assumptions regarding, among other things, the satisfaction of outstanding conditions to the listing of Talisker on the CSE, potential mineralization on the B.C. Properties, and other similar matters. While Talisker and Sable consider these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect. 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 and Sable are 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.