TORONTO, April 22, 2019 /CNW/ - Talisker Resources Ltd.
(formerly, Eurocontrol Technics Group Inc.) (CSE: TSK)
("Talisker") and Sable Resources Ltd. ("Sable") (TSX
Venture: SAE) are pleased to announce that Talisker has completed
the acquisition (the "Transaction") of Sable's mineral
resource properties located in the Province of British Columbia and certain related assets
(the "B.C. Properties"). In connection with completion
of the Transaction, Talisker has changed its name to "Talisker
Resources Ltd.", consolidated its common share capital on a
one-for-four basis (the "Consolidation"), and has delisted
from the TSX Venture Exchange. The Canadian Securities Exchange
(the "CSE") has conditionally accepted the listing of
Talisker, subject to customary conditions, and the common shares of
Talisker are expected to commence trading on the CSE shortly under
the ticker symbol "TSK".
The B.C. Properties
The B.C. Properties consist of several early to advanced stage
projects. The Toodoggone projects 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.
Initially Talisker intends to commence exploration of the
Baker (Toodoggone) Gold/Silver Project. With the
disposition of the B.C. Properties, Sable will be focusing its
exploration on its various projects located in Latin America.
For further information regarding the B.C. Properties, readers
are encouraged to review the joint news release issued by Sable and
Talisker on January 25, 2019, as well
as the listing statement prepared by Talisker in support of its
listing on the CSE. A copy of the listing statement will be
available under the profile for Talisker on SEDAR (www.sedar.com)
once the CSE has issued its final approval for the listing of
Talisker. Further information regarding the Baker Gold/Silver
Project will be available in a geological report prepared for
Talisker, a copy of which will also be made available under the
profile for Talisker on SEDAR.
Terms of the Transaction
Pursuant to the terms of the Transaction, Talisker has acquired
the B.C. Properties by paying to Sable the sum of $500,000, issuing to Sable 30,000,000
post-Consolidation common shares of Talisker (the "Consideration
Shares"), granting to Sable a 1.0% net smelter return royalty
on each of the B.C. Properties and assuming certain liabilities
relating to the B.C. Properties. Sable intends to distribute
up to 80% of the Consideration Shares to its shareholders, as a
return of capital. Additional information regarding the
process for the distribution of these shares will be provided as
soon as details have been finalized.
Private Placement Financing
Prior to completion of the Transaction, Talisker completed an
offering (the "Offering") of 11,730,000 subscription
receipts (each, a "Subscription Receipt"), at a price of
$0.20 per Subscription Receipt, for
gross proceeds of $2,346,000.
Following completion of the Transaction, the gross proceeds from
the Offering were released to Talisker, and all of the Subscription
Receipts were automatically exchanged for units (each, a
"Unit") of Talisker. Each "Unit" is comprised of one
post-Consolidation common share of Talisker, and one share purchase
warrant of Talisker (each, a "Warrant"). Each
"Warrant" entitles the holder to acquire a further
post-Consolidation common share of Talisker at a price of
$0.30 for a period of twenty-four
months, subject to accelerated expiry in the event the closing
price of the common shares of Talisker is greater than $0.50 for ten consecutive trading days. The
proceeds from the Offering are intended to be used primarily to
fund a planned exploration program at the Baker Gold/Silver Project
and for general working capital purposes.
The Consideration Shares, and all securities issued in
connection with the Offering, are subject to a
four-month-and-one-day statutory hold period in accordance with
applicable Canadian securities laws.
Board of Directors and Management
Following completion of the Transaction, the board of directors
and management of Talisker have been reconstituted to consist of
the following:
Thomas Obradovich - Director
Terence Harbort – Director,
President and Chief Executive Officer
Andres Tinajero – Director and Chief
Financial Officer
Brent Gilchrist – Director
Paul Wood – Director
Blair Zaritsky – Director
Charlotte May – Corporate
Secretary
Early Warning Disclosure
In connection with completion of the Transaction, Sable has
acquired ownership and control of the Consideration Shares,
representing approximately 46.3% of the outstanding common shares
of Talisker. The Consideration Shares were issued to Sable as
partial consideration for the B.C. Properties. Sable has no
present intention to acquire additional securities of Talisker,
although it does plan to distribute a portion of the Consideration
Shares to its existing shareholders. A copy of the early
warning report filed by Sable in accordance with applicable
Canadian securities laws is available under the profile for
Talisker on SEDAR (www.sedar.com).
About Talisker
Talisker is a junior resource company involved in the
exploration and development of projects in British Columbia. The common shares of
Talisker have been conditionally approved for listing on the CSE
under the ticker symbol "TSK".
About Sable Resources
Sable is a well-funded junior grassroots explorer focused on the
discovery of new precious metal projects through systematic
exploration in endowed terrains located in favourable, established
mining jurisdictions. Sables' main focus is developing its large
portfolio of new greenfields projects to resource stage utilizing
their Upper Level Epithermal Strategy. Sable is actively exploring
the San Juan Regional Program (35,000ha) incorporating the Don
Julio Project in San Juan Province, Argentina, the Mexico Regional Program
(1.5Mha), incorporating the Margarita, Vinata and El Escarpe drill
ready projects.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release. No stock exchange, securities commission
or other regulatory authority has approved or disapproved the
information contained herein.
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 and Sable'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, the use of proceeds from the Offering, the listing of
the common shares of Talisker on the CSE, and the distribution by
Sable of a portion of the Consideration Shares. 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 and Sable. Although such statements
are based on reasonable assumptions of both Talisker and Sable's
management, there can be no assurance that any conclusions or
forecasts will prove to be accurate.
Forward-looking information contained in this news release is
based on certain factors and assumptions regarding, among other
things, the satisfaction of outstanding conditions to the listing
of Talisker on the CSE, potential mineralization on the B.C.
Properties, and other similar matters. While Talisker and
Sable consider these assumptions to be reasonable based
on information currently available to them, 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, 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 and Sable are 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 Sable Resources Ltd.