Talisker Resources Announces C$2 Million Private Placement Financing
TORONTO, Aug. 14, 2019 (GLOBE NEWSWIRE) -- Talisker Resources Ltd. ("Talisker" or the "Company") is pleased to announce that it has entered into an agreement with Haywood Securities Inc. and PI Financial Corp. as co-lead agents and joint bookrunners (together, the “Agents”), in connection with a “best efforts” private placement financing of any combination of common shares (the “Common Shares”), flow-through shares (the “FT Shares”) and charity flow-through shares (the “Charity FT Shares”) of the Company, such FT Shares and Charity FT Shares to qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada)), at a price of C$0.14 per Common Share (the “Common Share Price”), C$0.16 per FT Share (the “FT Price”) and C$0.21 per Charity FT Share (“Charity FT Price”), respectively, for aggregate gross proceeds of up to C$2.0 million (the "Offering").
The Company has granted the Agents an option to sell up to an additional 25% of the Offering in any combination of Common Shares, FT Shares and/or Charity FT Shares at the Common Share Price, FT Price or Charity FT Price, respectively, exercisable in whole or in part at any time up to 48 hours prior to the closing date.
The gross proceeds from the sale of FT Shares and 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 FT Shares and Charity FT Shares effective December 31, 2019. The net proceeds from the sale of Common Shares will be used by the Company for working capital and general corporate purposes.
The Offering is expected to close on or about August 29, 2019 and is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including the conditional listing approval of the CSE and the applicable securities regulatory authorities. The securities issued under the Offering will be subject to a four month hold period from the date of issue in accordance with applicable securities laws. In consideration for their services, the Company has agreed to pay the Agents a cash commission equal to 6.0% of the gross proceeds from the Offering (except in respect of gross proceeds under a president’s list, for which no fees shall be payable), and issue to the Agents non-transferable warrants (“Compensation Warrants”) equal to 6.0% of the aggregate number of Common Shares issued under the Offering. The Compensation Warrants will be exercisable into common shares of the Company at a price per Compensation Warrant equal to the Common Share Price for a period of 24 months from the closing of the Offering.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Talisker Resources Ltd.
Talisker Resources Ltd. is a junior resource company involved in the exploration and development of projects in British Columbia, Canada. Talisker's projects consist of several early to advanced stage projects. The Toodoggone projects located in the prolific Golden Triangle 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, a 226,881 hectare land package covering 70% of the Spences Bridge Gold Belt.
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, the listing of the common shares of Talisker on the CSE. 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 contained in this news release is based on certain factors and assumptions regarding, among other things, potential mineralization on the B.C. Properties, and other similar matters. While Talisker considers 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 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.
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) 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.
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