Talisker Announces Upsize of Brokered Private Placement for Gross Proceeds of up to $6.5 Million

Press Release

TORONTO, April 15, 2025 —  Talisker Resources Ltd. (“ Talisker ” or the “ Company ”) (TSX: TSK, OTCQX: TSKFF) is pleased to announce that as a result of strong investor demand, the Company has increased the maximum gross proceeds of its previously announced “best-efforts” private placement (the “ Offering ”) from C$5,000,000 to C$6,500,000. The revised Offering is comprised of the sale of up to 13,000,000 units of the Company (the “ Units ”) at a price of $0.50 per Unit (the “ Offering Price ”). All amounts are in Canadian dollars unless otherwise noted. Under the Offering, Red Cloud Securities Inc. (“ Red Cloud ”) is acting as lead agent and sole bookrunner.

Each Unit will consist 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 will entitle the holder thereof to acquire one Common Share at an exercise price of $0.75 for a period of 36 months after the Closing Date (as defined below).

Red Cloud will have an option, exercisable in full or in part, up to 48 hours prior to the Closing Date, to sell up to an additional 2,000,000 Units at the Offering Price for up to an additional C$1,000,000 in gross proceeds.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“ NI 45-106 ”), up to 11,320,000 Units that may be sold under the Offering (the “ LIFE Units ”) will be offered for sale to purchasers in all of the provinces of Canada, other than Québec (the “ Canadian Selling Jurisdictions ”) pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The Common Shares and Warrant Shares underlying the LIFE Units are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in the Canadian Selling Jurisdictions.

All other Units sold under the Offering (the “ Non-LIFE Units ”) may be issued to: (i) purchasers resident in Canada pursuant to the “accredited investor” and “minimum amount investment” exemptions under NI 45-106, and (ii) purchasers outside of Canada, including to purchasers resident in the United States pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended. The Common Shares and Warrant Shares issuable from the sale of any Non-LIFE Units to Canadian purchasers will be subject to a hold period in Canada ending on the date that is four months plus one day following the Closing Date. Purchasers are advised to consult their own legal advisors in this regard.

A revised offering document (the “ Offering Document ”) related to the Offering that can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at https://taliskerresources.com . Prospective investors should read the Offering Document before making an investment decision.

The Offering is scheduled to close on or about April 29, 2025, or such other date within 45 days from the date hereof as is mutually agreed upon by the Company and Red Cloud (the “ Closing Date ”) and is subject to customary conditions including the receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange.

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.

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
terry.harbort@taliskerresources.com
+1 416 357 0227

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