World News: 13:04 GMT Wednesday 14th August 2019. [Talisker Resources Ltd. via Globe Newswire via SPi World News]
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, Aug. 14, 2019 (GLOBE NEWSWIRE) -- Talisker Resources Ltd. ("Talisker" or the "Company") is pleased to announce that it has entered into an agreement with Haywood Securities Inc. and PI Financial Corp. as co-lead agents and joint bookrunners (together, the “Agents”), in connection with a “best efforts” private placement financing of any combination of common shares (the “Common Shares”), flow-through shares (the “FT Shares”) and charity flow-through shares (the “Charity FT Shares”) of the Company, such FT Shares and Charity FT Shares to qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada)), at a price of C$0.14 per Common Share (the “Common Share Price”), C$0.16 per FT Share (the “FT Price”) and C$0.21 per Charity FT Share (“Charity FT Price”), respectively, for aggregate gross proceeds of up to C$2.0 million (the "Offering").
The Company has granted the Agents an option to sell up to an additional 25% of the Offering in any combination of Common Shares, FT Shares and/or Charity FT Shares at the Common Share Price, FT Price or Charity FT Price, respectively, exercisable in whole or in part at any time up to 48 hours prior to the closing date.
The gross proceeds from the sale of FT Shares and Charity 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 Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company's projects in Canada. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Shares and Charity FT Shares effective December 31, 2019. The net proceeds from the sale of Common Shares will be used by the Company for working capital and general corporate purposes.
The Offering is expected to close on or about August 29, 2019 and is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including the conditional listing approval of the CSE and the applicable securities regulatory authorities. The securities issued under the Offering will be subject to a four month hold period from the date of issue in accordance with applicable securities laws. In consideration for their services, the Company has agreed to pay the Agents a cash commission equal to 6.0% of the gross proceeds from the Offering (except in respect of gross proceeds under a president’s list, for which no fees shall be payable), and issue to the Agents non-transferable warrants (“Compensation Warrants”) equal to 6.0% of the aggregate number of Common Shares issued under the Offering. The Compensation Warrants will be exercisable into common shares of the Company at a price per Compensation Warrant equal to the Common Share Price for a period of 24 months from the closing of the Offering.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Talisker Resources Ltd. is a junior resource company involved in the exploration and development of projects in British Columbia, Canada. Talisker's projects consist of several early to advanced stage projects. The Toodoggone projects located in the prolific Golden Triangle include the past producing Baker Gold/Silver Project, the Shasta Mine and Baker mill infrastructure and equipment, the Chappelle (Baker and Multinational Mines) Property, the Mets Lease and the Bot Property. South Central B.C. projects include the Tulox Property, the WCGG Properties, and the Spences Bridge Regional Program, a 226,881 hectare land package covering 70% of the Spences Bridge Gold Belt.
For further information please contact Terry Harbort, Chief Executive Officer of Talisker, at email@example.com.
Globe Newswire: 13:04 GMT Wednesday 14th August 2019
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