Talisker Announces Gold-Linked Note Closing

Press Release

TORONTO, Oct. 17, 2024 — Talisker Resources Ltd. (“ Talisker ” or the “ Company ”) (TSX: TSK, OTCQX: TSKFF) announces that further to the Company’s press release of October 9, 2024, the non-brokered private placement (the “ Gold-Linked Note Financing ”) of gold-linked notes (“ Notes ”) has closed with $1,332,000 of Notes being issued. Proceeds from the Gold-Linked Note Financing will be used to continue advancement of the Company’s flagship Bralorne Gold Project in British Columbia and for general corporate purposes. Additional details on the Gold-Linked Note Financing are included below.

Gold Linked Note Financing

The Notes represent a senior unsecured obligation of the Company and are not convertible into shares of the Company.
The Notes bear interest at a rate of 15% per annum and will mature on December 31, 2027.
The principal amount of the Notes will be used to calculate the quantity of gold (the “ Gold Quantity ”) to be represented by the Notes, being the deemed number of ounces of gold using a price (the “ Floor Price ”) of US$2,500. The Gold Quantity will be reduced on each of December 31, 2025, December 31, 2026, and December 31, 2027, by that number of ounces that represents 15%, 25% and 60%, respectively, of the Gold Quantity on the closing of the Gold-Linked Note Financing, by the payment of the Deemed Value of such Gold Quantity. The “ Deemed Value ” means the applicable Gold Quantity multiplied by the Gold Price (the “ Gold Price ” being the greater of: (a) the Floor Price; and (b) the “London Gold Fix” price per ounce (in U.S. dollars) as of the 15th day of the month of such payment date).
Interest shall be calculated and payable quarterly in arrears, with the interest payable being calculated based on the Deemed Value of the Gold Quantity on the applicable interest payment date.
In connection with the Gold-Linked Note Financing, the Company paid finder’s fees of $65,350 in cash, representing 5% of the gross proceeds from the sale of certain Notes.

An insider participated in the Gold-Linked Note Financing. As a result, the Gold-Linked Note Financing may be considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with such insider’s participation in the Gold-Linked Note Financing in reliance on Sections 5.5(a) and 5.7(1)(a) of MI 61-101. A material change report in connection with the Financing Package will be filed less than 21 days in advance of the closing of the Gold-Linked Note Financing, which the Company deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities.

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.

For further information, please contact:

Terry Harbort
President and CEO
terry.harbort@taliskerresources.com
+1 416 357 0227

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