Talisker Closes $8 Million Brokered Private Placement

Press Release

TORONTO, May 05, 2025 — Talisker Resources Ltd. (“ Talisker ” or the “ Company ”) (TSX: TSK, OTCQX: TSKFF) is pleased to announce that it has closed the previously announced “best-efforts” private placement (the “ Offering ”) for total gross proceeds of $8.0 million, which includes the exercise in full of the over-allotment option. In connection with the Offering, the Company issued an aggregate of 16,000,000 units (the “ Units ”) at a price of $0.50 per Unit. Red Cloud Securities Inc. acted as sole agent and bookrunner in connection with the Offering.

Each Unit consists 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 entitles the holder thereof to acquire one Common Share at an exercise price of $0.75 until May 5, 2028.

The Company has received conditional approval from the Toronto Stock Exchange (“ TSX ”) for the listing of 7,910,000 Warrants issued under the Offering which are freely tradeable. Listing of such Warrants remains subject to the final approval of the TSX, and will be announced by the Company prior to listing. The remaining 90,000 Warrants issued under the Offering are subject to a four month hold period, and the Company intends to apply for the listing of such Warrants upon expiry of the hold period.

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.

8,672,000 Units under the Offering were issued pursuant to the listed issuer financing exemption (the “ Listed Issuer Financing Exemption ”) under Part 5A of National Instrument 45-106 – Prospectus Exemptions , and the balance of the Units were issued on a private placement basis pursuant to exemptions from the prospectus requirements in Canada other than the Listed Issuer Financing Exemption and in offshore jurisdictions. An offering document with respect to the Offering has been filed on the Company’s profile on SEDAR+ at ( www.sedarplus.ca ) .

The Common Shares and Warrants issuable from the sale of Units under the Listed Issuer Financing Exemption are not subject to a hold period in accordance with Canadian securities laws and are immediately freely tradeable, while the Common Shares and Warrants issuable from the sale of Units under other prospectus exemptions in Canada are subject to a four month hold period.

Certain insiders of the Company subscribed for Units pursuant to the Offering. Participation by such insiders in the Offering was considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with such insiders’ participation in the Offering in reliance on Sections 5.5(a) and 5.7(1)(a) of MI 61-101. A material change report in connection with the Offering will be filed less than 21 days in advance of the closing of the Offering, which the Company deemed reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner.

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.

All amounts are in Canadian dollars unless otherwise noted.

For further information, please contact:

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

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