Talisker Announces Upsize of Bought Deal Private Placement for Gross Proceeds of $52 Million

Rhea-AI Summary

Talisker (OTCQX:SKFF) upsized its bought‑deal private placement to C$52.0 million from C$40.0 million due to strong investor demand. The upsized Offering comprises 26,000,000 Units at C$2.00 per Unit, each Unit including one common share and one-half warrant.

Each whole warrant permits purchase of one share at C$2.70 until 24 months after closing; an over‑allotment option of up to 3,000,000 Units (C$6.0 million) is available. Net proceeds will fund the Bralorne Gold Project and corporate purposes. Closing is expected on or about March 10, 2026, subject to TSX and regulatory approvals.

Positive

• Upsized gross proceeds to C$52.0 million
• Issuance of 26,000,000 Units at C$2.00 per Unit
• Over‑allotment option of up to 3,000,000 Units (C$6.0M)
• Proceeds earmarked to advance Bralorne Gold Project

Negative

• Issuance of 26,000,000 Units will dilute existing shareholders
• Warrants add potential future dilution at C$2.70 exercise price
• Closing subject to TSX and regulatory approvals

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, ON / ACCESS Newswire / February 26, 2026 / Talisker Resources Ltd. ("Talisker" or the "Company") (TSX:TSK)(OTCQX:TSKFF) is pleased to announce that as a result of strong investor demand, the Company and Red Cloud Securities Inc. ("Red Cloud") have agreed to increase the size of its previously announced "bought deal" private placement (the "Underwritten Offering") from gross proceeds of C$40,000,000 to gross proceeds of $52,000,000. 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 (collectively, the "Underwriters"), has agreed to purchase for resale 26,000,000 units of the Company (the "Units") at a price of $2.00 per Unit (the "Offering Price"). 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 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 (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.

An amended and restated offering document (the "Amended Offering Document") related to the Offering will be made available under the Company's profile at www.sedarplus.ca and on the Company's website at www.taliskerresources.com. 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 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
lindsay.dunlop@taliskerresources.com
+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 Amended 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 press 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.

View the original press release on ACCESS Newswire

FAQ

What did Talisker (SKFF) announce on February 26, 2026 about its financing?

Talisker announced an upsized bought‑deal private placement to C$52.0 million. According to the company, this increases the Offering from C$40.0 million and consists of 26,000,000 Units priced at C$2.00 per Unit with attached warrants.

How are the Units structured in Talisker’s C$52 million offering (SKFF)?

Each Unit includes one common share and one‑half of a warrant to purchase one share. According to the company, each whole warrant is exercisable at C$2.70 until 24 months after the Closing Date.

What is the over‑allotment option in Talisker’s bought deal (SKFF) and its size?

The underwriters have an option to buy up to 3,000,000 additional Units for C$6.0 million. According to the company, the option is exercisable up to 48 hours before the Closing Date.

How will Talisker (SKFF) use the net proceeds from the Offering?

Net proceeds will fund advancement of the Bralorne Gold Project and general corporate purposes. According to the company, funds will support project work, working capital and other corporate needs.

When will Talisker’s (SKFF) upsized offering close and what approvals are required?

The Offering is expected to close on or about March 10, 2026, subject to regulatory approvals. According to the company, closing requires customary conditions including TSX approval and other regulatory consents.