Talisker Completes Acquisition of New Carolin Gold Corp.

Rhea-AI Summary

Talisker Resources Ltd. has successfully completed its acquisition of New Carolin Gold Corp. under a court-approved plan. Former New Carolin shareholders will receive 0.3196 Talisker shares for each New Carolin share held. Post-acquisition, Talisker has 274,829,052 common shares, with 6.8% held by former New Carolin shareholders. The New Carolin shares will delist from the TSX Venture Exchange, while Talisker's shares are set to trade on the Toronto Stock Exchange. Talisker aims to advance exploration on the Ladner Gold Project, which has significant potential.

Positive

• Successful acquisition of New Carolin Gold Corp enhances Talisker's project portfolio.
• Ladner Gold Project offers significant exploration upside and is well-connected to existing projects.
• Increased share base provides opportunities for growth and market presence.

Negative

• New Carolin's shares will be delisted from the TSX Venture Exchange, potentially affecting investor perception.
• Integration challenges may arise from merging operations and managing diverse shareholder expectations.

TORONTO, ON / ACCESSWIRE / September 16, 2021 / Talisker Resources Ltd. ("Talisker" or the "Company") (TSX:TSK)(OTCQX:TSKFF) is pleased to announce the successful completion of its previously announced acquisition of New Carolin Gold Corp. ("New Carolin") pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). Pursuant to the Arrangement, each former New Carolin shareholder is entitled to receive 0.3196 of a Talisker common share for each New Carolin common share held. Following completion of the Arrangement, Talisker has 274,829,052 common shares issued and outstanding, of which approximately 6.8% are owned by former New Carolin shareholders.

Terry Harbort, President and Chief Executive Officer of Talisker, commented, "Talisker is very pleased to have closed the acquisition of New Carolin Gold Corp. The Ladner Gold Project, with a permitted compliant resource and significant exploration upside is connected by major roads to all of our other projects. With geological characteristics similar to our Bralorne Gold Project, we are excited to begin our exploration on this underexplored mineral belt."

Delisting of New Carolin Shares

Talisker intends to cause New Carolin to delist its common shares from the TSX Venture Exchange. The common shares of Talisker issued pursuant to the Arrangement are expected to be listed and posted for trading on the Toronto Stock Exchange on or about September 17, 2021.

It is intended that New Carolin will continue to be a reporting issuer. In connection with the completion of the Arrangement, PricewaterhouseCoopers LLP has been appointed as the auditors of New Carolin and Crowe MacKay LLP, New Carolin's previous auditors, has been terminated.

About Talisker Resources Ltd.

Talisker (taliskerresources.com) 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 296,983 hectares over 346 claims, three leases and 198 crown grant claims, Talisker is a dominant exploration player in the south-central British Columbia. The Company is well funded to advance its aggressive systematic exploration program at its projects.

For further information, please contact:

Terry Harbort
President & CEO
Terry.harbort@talliskerresources.com
+1 416 361 2808

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. Actual future results may differ materially. In particular, this release contains forward-looking information relating to, among other things, statements with respect to the expected delisting of the common shares of New Carolin, the expected timing of listing of the Talisker common shares issued pursuant to the Arrangement and New Carolin's reporting issuer status. 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.

While Talisker considers these assumptions to be reasonable based on information currently available, they may prove to be incorrect. 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 and the COVID-19 pandemic, access and supply risks, reliance on key personnel, operational risks, and regulatory risks, including risks relating to the acquisition of the necessary licenses and permits, financing, capitalization and liquidity risks.

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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https://www.accesswire.com/664328/Talisker-Completes-Acquisition-of-New-Carolin-Gold-Corp

FAQ

What is the significance of Talisker's acquisition of New Carolin Gold Corp?

The acquisition expands Talisker's portfolio and access to the promising Ladner Gold Project, enhancing its exploration capabilities.

How many shares will New Carolin shareholders receive in Talisker after the acquisition?

Each former New Carolin shareholder will receive 0.3196 of a Talisker common share for each New Carolin common share held.

When will Talisker's shares be available for trading following the acquisition?

Talisker's shares issued pursuant to the acquisition are expected to be listed on the Toronto Stock Exchange on or about September 17, 2021.

What are the potential risks associated with the acquisition of New Carolin?

Potential risks include integration challenges and the need to manage diverse shareholder expectations following the acquisition.