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Talisker Announces Further Increase to Private Placement to $8.6 Million

Press Release

Toronto, Ontario, August 5, 2022 – Talisker Resources Ltd. (“Talisker” or the “ Company”) (TSX:TSK | OTCQX:TSKFF) is pleased to announce that further to its press releases of July 20 th and August 4th, 2022 in connection with a “best efforts” private placement financing for gross proceeds of up to $7,320,000 (the “Offering”), the Company has agreed with Sprott Capital Partners LP and PI Financial Corp., as co-lead agents on behalf of a syndicate of agents (collectively, the “Agents”) to increase the Offering to up to $8,600,000 (the “Upsized Offering”).

The Upsized Offering will consist of a combination of (i) up to 26,750,000 units of the Company (“Units”) at a price of $0.16 per Unit (the “ Issue Price”) for gross proceeds of up to $4,280,000, and (ii) up to 24,000,000 common shares of the Company issued on a flow-through basis (“FT Shares”) at a price of $0.18 per FT Share for gross proceeds of up to $4,320,000. The Units and the FT Shares shall be collectively referred to as the “Offered Securities”. The Company has granted the Agents an option to sell up to an additional 15% of the number of Offered Securities issued under the Upsized Offering, exercisable in whole or in part, at any time up to three business days prior to the closing of the Upsized Offering.

Each Unit will consist of one common share of the Company (a “Common Share”) and one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $0.24 for a period of 2.5 years (30 months) from the date of issuance. The FT Shares will qualify as “flow-through shares” within the meaning of the Income Tax Act (Canada) (the “Tax Act”).

An amount equal to the gross proceeds from the sale of the 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 Tax Act) (the “Qualifying Expenditures”) related to the Company’s projects in Canada. The Qualifying Expenditures will be renounced by the Company in favour of the subscribers of the FT Shares effective December 31, 2022. The net proceeds from the sale of the Units will be used by the Company for working capital and general corporate purposes.

The Upsized Offering is expected to close on or about August 11, 2022, and is subject to a number of closing conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange. The securities issued under the Upsized 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 Upsized Offering and to issue the Agents non-transferable warrants (“Compensation Warrants”) equal to 6.0% of the aggregate number of Offered Securities issued under the Upsized Offering. The Compensation Warrants will be exercisable into Common Shares at a price per Compensation Warrant equal to the Issue Price for a period of 2.5 years (30 months) from the closing of the Upsized Offering.

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.

For further information, please contact:

Terry Harbort
President and CEO
[email protected]
+1 416 361 2808

Matt Filgate
Vice President, Corporate Development
[email protected]
+1 778 679 3579

IBF4

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