Ms. Lindsay Dunlop reports
TALISKER ANNOUNCES UPSIZE OF BOUGHT DEAL PRIVATE PLACEMENT FOR GROSS PROCEEDS OF $52 MILLION
As a result of strong investor demand, Talisker Resources Ltd. and Red Cloud Securities Inc. have agreed to increase the size of its previously announced bought deal private placement from gross proceeds of $40-million to gross proceeds of $52-million. Pursuant to the upsized underwritten offering, Red Cloud, as lead underwriter and sole bookrunner on behalf of itself and A.G.P. Canada Investments ULC, the other member of the syndicate, has agreed to purchase for resale 26 million units of the company at a price of $2 per unit.
Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each whole warrant shall entitle the holder to purchase one common share of the company at a price of $2.70 at any time on or before the date that is 24 months after the closing date (as defined below). The company will use reasonable commercial efforts to list the warrants for trading on the Toronto Stock Exchange after the closing date, provided the offering (as defined below) meets the minimum required distribution.
The company has granted to the underwriters an option, exercisable up to 48 hours prior to the closing date, to purchase for resale up to an additional three million units at the offering price for additional gross proceeds of up to $6-million. The underwritten offering and the securities issuable upon exercise of the overallotment option shall be collectively referred to as the offering.
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.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, up to 5,086,431 units will be offered for sale to purchasers resident in all of the provinces of Canada except Quebec pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The securities issuable from units sold to purchasers resident in Canada pursuant to the LIFE are expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation. The units will also be offered in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended, and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction. The units will be offered to purchasers outside of Canada pursuant to an exemption from the prospectus requirements in Canada available under OSC Rule 72-503 and, accordingly, the securities issuable from units sold to purchasers outside of Canada are not expected to be subject to a four-month hold period in Canada. All securities issuable from units sold to purchasers resident in Canada that are not issued pursuant to the LIFE will be subject to a four-month hold period in Canada in accordance with applicable Canadian securities law.
An amended and restated offering document related to the offering will be made available under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this amended offering document before making an investment decision.
The offering is scheduled to close on or about March 10, 2026, or such other date as is mutually agreed upon by the company and Red Cloud. The closing of the offering is subject to customary conditions, including the receipt of all necessary regulatory approvals, including the approval of the TSX.
About Talisker Resources Ltd.
Talisker is a junior resource company involved in the exploration and development of gold projects in British Columbia, Canada. Talisker's flagship asset is the high-grade, fully permitted Bralorne gold project where the company is producing at the Mustang mine. Talisker projects also include the Ladner gold project, an advanced-stage project with significant exploration potential from an historical high-grade producing gold mine, and the Spences Bridge project, where the company has a significant landholding in the emerging Spences Bridge gold belt, and several other early-stage greenfields projects.
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