Talisker Resources Ltd. (TSX: TSK) (OTCQB: TSKFF) is pleased to announce that it has closed the “best efforts” private placement previously announced on July 20, 2022, August 4, 2022 and August 5, 2022, raising total gross proceeds of approximately $9.15 million. In connection with the Offering, the Company issued an aggregate of 28,398,000 units at a price of $0.16 per Unit and 25,576,000 flow-through common shares of the Company at a price of $0.18 per FT Share.

Each Unit consists of one common share of the Company  and one common share purchase warrant. Each Warrant entitles 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).

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) 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 Offering was conducted by Sprott Capital Partners LP and PI Financial Corp., as co-lead agents, on behalf of a syndicate of agents that included Eight Capital and 3L Capital. In connection with the Offering, the Company paid the Agents cash commission of 8.0% of the gross proceeds of the Offering, excluding gross proceeds from the sale of Offered Securities to certain purchasers on the President’s List or as agreed upon between the Company and the Agents. The Agents also received, in connection with certain advisory services provided by the Agents in connection with the Offering, cash advisory fees of $19,040.

The Offered Securities issued pursuant to the Offering, including the Common Shares and Warrants comprising the Units, are subject to a four month hold period pursuant to applicable securities laws.

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.

About Talisker Resources Ltd.

Talisker is a junior resource company involved in the exploration of gold projects in British Columbia, Canada. Talisker’s projects include two advanced stage projects, the Bralorne Gold Complex and the Ladner Gold Project, both advanced stage projects with significant exploration potential from historical high-grade producing gold mines, as well as its Spences Bridge Project where the Company holds ~85% of the emerging Spences Bridge Gold Belt and several other early-stage Greenfields projects. With its properties comprising 304,931 hectares over 500 claims, three leases and 197 crown grant claims, Talisker is a dominant exploration player in south-central British Columbia.