Star Metro - Talisker Announces Bought Deal Private Placement for Gross Proceeds of $40.0 Million

TORONTO, ON / ACCESS Newswire / February 26, 2026 / Talisker Resources Ltd. ("Talisker" or the "Company") (TSX:TSK)(OTCQX:TSKFF) is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. ("Red Cloud") pursuant to which Red Cloud, as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters (collectively, the "Underwriters"), has agreed to purchase for resale 20,000,000 units of the Company (the "Units") at a price of $2.00 per Unit (the "Offering Price") on a "bought deal" basis in a private placement for gross proceeds of $40,000,000 (the "Underwritten Offering"). All amounts are in Canadian dollars unless otherwise noted.

Each Unit will consist of one common share of the Company and one-half of one common share purchase warrant (each whole warrant, a "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 that date which 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 (the "TSX") 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 3,000,000 Units at the Offering Price for additional gross proceeds of up to $6,000,000 (the "Over-Allotment Option"). The Underwritten Offering and the securities issuable upon exercise of the Over-Allotment 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 ("NI 45-106"), up to 5,086,431 Units will be offered for sale to purchasers resident in all of the provinces of Canada except Québec 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 "LIFE Exemption"). The securities issuable from Units sold to purchasers resident in Canada pursuant to the LIFE Exemption 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 (the "U.S. Securities Act"), 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 Exemption will be subject to a four-month hold period in Canada in accordance with applicable Canadian securities law.

There is an offering document (the "Offering Document") related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.taliskerresources.com. Prospective investors should read this 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 Date"). The closing of the Offering is subject to customary conditions including the receipt of all necessary regulatory approvals, including the approval of the TSX.

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 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:

Lindsay Dunlop
Vice President, Investor Relations
[email protected]
+1 647 274 8975

About Talisker Resources Ltd.

Talisker (taliskerresources.com) 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.

Caution Regarding Forward Looking Statements

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Talisker's current belief or assumptions as to the outcome and timing of such future events. In particular, this press release contains forward-looking information relating to, among other things, the Offering, including the closing of the Offering, the anticipated Closing Date, the intended use of proceeds from the Offering and the filing of the Offering Document. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Talisker. Although such statements are based on reasonable assumptions of Talisker's management, there can be no assurance that any conclusions or forecasts will prove to be accurate.

Forward looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include risks inherent in the exploration and development of mineral deposits, including risks relating to changes in project parameters as plans continue to be redefined, risks relating to variations in grade or recovery rates, risks relating to changes in mineral prices and the worldwide demand for and supply of minerals, risks related to increased competition and current global financial conditions, access and supply risks, reliance on key personnel, operational risks regulatory risks, including risks relating to the acquisition of the necessary licenses and permits, financing, capitalization and liquidity risks, title and environmental risks and risks relating to the failure to receive all requisite regulatory approvals.

The forward-looking information contained in this release is made as of the date hereof, and Talisker is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

SOURCE: Talisker Resources Ltd.

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