Talisker Provides Notice to Convertible Debenture Holders Reducing Debt by $5.1 Million

Rhea-AI Summary

Talisker (OTCQB: TSKFF) announced it exercised its conversion rights to settle outstanding convertible debentures, reducing debt by $5.1 million. Talisker issued 8,000,000 Shares to Phoenix Gold Fund and 1,964,285 Shares to Spartan MM Fund, totaling 9,964,285 Shares, to satisfy the principal of the October 9, 2024 and November 7, 2024 debentures. The conversions were triggered because the TSX closing price exceeded the 130% conversion-price threshold for the 20 trading days before notice. The Shares will be issued as of October 8, 2025. The debentures also allow Talisker to identify a purchaser if holders wish to sell any issued Shares.

Positive

• Debt reduced by $5.1 million
• Convertible principal settled with issuance of 9,964,285 Shares
• Conversion triggered after TSX price exceeded 130% threshold (20 trading days)

Negative

• Issued 9,964,285 Shares on Oct 8, 2025 (share count increase)
• Share issuance settles debt instead of cash repayment (common-share dilution)

TORONTO, Oct. 03, 2025 (GLOBE NEWSWIRE) -- Talisker Resources Ltd. (“Talisker” or the “Company”) (TSX: TSK, OTCQB: TSKFF) is pleased to announce that it has exercised its right to convert all of the outstanding principal amounts of its Convertible Debentures (as defined below) into common shares of Talisker (“Shares”).

Talisker issued a $4 million convertible debenture on October 9, 2024 to Phoenix Gold Fund (the “Phoenix Debenture”) and a $1.1 million convertible debenture on November 7, 2024 to Spartan MM Fund (the “Spartan Debenture” and together with the Phoenix Debenture, the “Convertible Debentures”), which provide Talisker with a conversion right if the closing price of the Shares on the Toronto Stock Exchange (the “TSX”) is at least 130% of the applicable conversion price for each of the 20 trading days before a notice of conversion is delivered to the holder. As a result of the closing price of the Shares on the TSX exceeding these thresholds, the Company elected to convert all the outstanding principal amount of the Phoenix Debenture into 8,000,000 Shares and all the outstanding principal amount of the Spartan Debenture into 1,964,285 Shares, which Shares shall be issued as of October 8, 2025 in satisfaction of the principal amounts owing under the Convertible Debentures. The Convertible Debentures also provide Talisker with a right to identify a purchaser if the holder of such Shares wishes to sell any Shares.

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 currently transitioning into underground production 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 issuance of Shares upon the conversion of all of the outstanding principal amounts of the Convertible Debentures. 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 shareholder and 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.

FAQ

What did Talisker (TSKFF) announce on October 3, 2025?

Talisker announced conversion of its convertible debentures, reducing debt by $5.1M and issuing 9,964,285 Shares.

How many shares did Talisker issue to convert the debentures?

Talisker issued 8,000,000 Shares to Phoenix and 1,964,285 Shares to Spartan, totaling 9,964,285 Shares.

When will the converted Shares be issued for TSKFF?

The press release states the Shares will be issued as of October 8, 2025.

Why were Talisker’s convertible debentures converted on October 2025?

Conversions occurred because the TSX closing price exceeded 130% of the conversion price for the prior 20 trading days.

What is the cash impact of Talisker’s conversion of debentures?

The conversions settle $5.1M of principal in Shares instead of cash repayment.

Does Talisker retain any right related to sold converted Shares (TSKFF)?

Yes, the debentures give Talisker a right to identify a purchaser if a holder wishes to sell any issued Shares.