Talisker Resources - Annual Report 2022

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Annual Information Form

For the year ended December 31, 2022

Dated March 31, 2023

Annual Information Form

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	TABLE OF CONTENTS
1.	PRELIMINARY INFORMATION ............................................................................................................................... 2
	1.1 Date of Information ................................................................................................................................... 2
	1.2 Forward-Looking Information .................................................................................................................... 2
	1.3 Units of Measurement and Currency ......................................................................................................... 3
2.	CORPORATE STRUCTURE ...................................................................................................................................... 4
	2.1 Name, Address and Incorporation ............................................................................................................. 4
	2.2 Intercorporate Relationships ..................................................................................................................... 4
3.	GENERAL DEVELOPMENT OF THE BUSINESS ........................................................................................................ 4
	3.1 Three Year History ..................................................................................................................................... 4
	3.2 Significant Acquisitions ............................................................................................................................ 13
4.	GENERAL DESCRIPTION OF THE BUSINESS ......................................................................................................... 13
	4.1 General Overview .................................................................................................................................... 13
	4.2 Material Properties .................................................................................................................................. 14
	4.3 Other Properties ...................................................................................................................................... 27
	4.4 Property Option Agreements ................................................................................................................... 34
5.	RISK FACTORS ..................................................................................................................................................... 36
6.	DIVIDENDS AND DISTRIBUTIONS ........................................................................................................................ 46
7.	DESCRIPTION OF CAPITAL STRUCTURE ............................................................................................................... 46
	7.1 Authorized Share Capital ......................................................................................................................... 46
8.	MARKET FOR SECURITIES .................................................................................................................................... 46
	8.1 Trading Price and Volume ........................................................................................................................ 46
	8.2 Prior Sales ................................................................................................................................................ 47
9.	DIRECTORS AND OFFICERS ................................................................................................................................. 47
	9.1 Name, Occupation and Security Holding ................................................................................................. 47
	9.2 Cease Trade Orders, Bankruptcies, Penalties or Sanctions...................................................................... 49
10.	CONFLICT OF INTEREST ....................................................................................................................................... 50
11.	AUDIT COMMITTEE INFORMATION .................................................................................................................... 50
	11.1 Audit Committee ...................................................................................................................................... 50
	11.2 Composition of the Audit Committee ...................................................................................................... 51
	11.3 Pre-Approval Policies and Procedures ..................................................................................................... 52
	11.4 Audit Fees ................................................................................................................................................ 52
12.	LEGAL PROCEEDINGS AND REGULATORY ACTIONS ............................................................................................ 52
13.	INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS........................................................ 52
14.	TRANSFER AGENT AND REGISTRAR .................................................................................................................... 52
15.	MATERIAL CONTRACTS ....................................................................................................................................... 53
16.	INTEREST OF EXPERTS ......................................................................................................................................... 53
17.	ADDITIONAL INFORMATION ............................................................................................................................... 54

APPENDIX “A” - AUDIT COMMITTEE CHARTER …………………………………………………………………………………………….………A-1

Annual Information Form

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1. PRELIMINARY INFORMATION

1.1 Date of Information

All information in this annual information form (“AIF”) is as at December 31, 2022 unless otherwise indicated.

1.2 Forward-Looking Information

This AIF contains forward-looking information, within the meaning of applicable Canadian securities legislation, which reflects management’s expectations regarding Talisker Resources Ltd.’s (the “Company” or “Talisker”) future growth, results of operations (including, without limitation, future expenditures), performance, business prospects and opportunities (including the timing and development of new deposits and the success of exploration activities). Words such as “plans”, “expects”, “does not expect”, “budget”, “scheduled”, “estimates”, “forecasts”, “anticipate” or “does not anticipate”, “believe”, “intend” and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, have been used to identify such forwardlooking information. Although the forward-looking information contained in this AIF reflects management’s current beliefs based upon information currently available to management and based upon what management believes to be reasonable assumptions, Talisker cannot be certain that actual results will be consistent with such forward-looking information. A number of factors could cause actual results, performance or achievements to differ materially from the results expressed or implied in the forward-looking information, including those listed in the “Risk Factors” section of this AIF. The documents incorporated by reference herein also identify additional factors that could affect the operating results and performance of Talisker. These factors should be considered carefully and prospective or existing investors should not place undue reliance on any forward-looking information contained in them. Forwardlooking information necessarily involves significant known and unknown risks, assumptions and uncertainties that may cause Talisker’s actual results, performance, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking information. Although Talisker has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this AIF based on the opinions and estimates of management, and, except as may be required by applicable securities laws, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise. There can be no assurance that the forwardlooking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on such forward-looking information.

Forward-looking information and other information contained herein concerning, among other things, mineral exploration and management’s general expectations concerning the mineral exploration industry are based on estimates prepared by management using data from publicly available industry sources as well as from market research and industry analysis as well as assumptions based on data and knowledge of the industry which management believes to be reasonable, including, among other things, the actual results of current exploration activities, access to capital and future prices of gold, silver, copper and other base metals, fuel and energy costs, future economic conditions and courses of action. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While management is not aware of any misstatements regarding any industry data presented herein, mineral exploration involves risks and uncertainties and industry data is subject to change based on various factors.

All of the forward-looking statements made in this AIF and the documents incorporated by reference herein are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Talisker.

Annual Information Form

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1.3 Units of Measurement and Currency

All units of measurement in this AIF are metric unless otherwise stated. Some historical records and figures that are disclosed in this AIF are stated in Imperial measurements.

Base metal values are stated in percent (%), parts per billion (ppb), or parts per million (ppm). Historical gold and silver grades are stated in their original unit of “oz Au per ton” (ounces per short ton gold), or, “oz Ag per ton” (ounces per short ton silver), although in some cases metric equivalents are also given for clarity. Recent gold and silver analyses are stated in parts per billion (ppb) and parts per million (ppm) respectively, or g/t Au (grams per metric tonne gold) and g/t Ag (grams per metric tonne silver).

Additional abbreviations and symbols used:

>	greater than
<	less than
Ag	silver
As	arsenic
Au	gold
C	centigrade
g	gram
g/t	grams per metric ton
Ha	hectare
Hg	mercury
kg	kilogram
km	kilometre
t	metric ton
m	metre
NSR	net smelter (return) royalty
oz	ounces
ppb	parts per billion
ppm	parts per million
QA/QC	quality assurance/quality control
Sb	antimony

Currencies are stated in Canadian dollars unless otherwise stated.

1.4 Information Incorporated by Reference

Incorporated by reference into this AIF is the technical report on the Bralorne Gold Project, located in south central British Columbia, titled “NI 43-101 Technical Report and Mineral Resource Estimate for the Bralorne Gold Project, British Columbia, Canada” with a report effective date of March 10, 2023 (and a mineral resource effective date of January 20, 2023), prepared by InnovExplo Inc. (the "2023 MRE” or the “Bralorne Technical Report") and its qualified persons Carl Pelletier, P.Geo., Vincent Nadeau-Benoit, P.Geo. and Eric Lecomte, P.Eng. The 2023 Bralorne Technical Report is available for review under the Company’s profile on the SEDAR website at www.sedar.com.

Annual Information Form

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2. CORPORATE STRUCTURE

2.1 Name, Address and Incorporation

The Company was incorporated on June 3, 1987 as “Bellwether Resources Ltd.” under the Business Incorporation Act (British Columbia). On March 20, 1992, the name of the Company was changed to “Eurocontrol Technics Inc.” and on October 11, 2006, the Company was continued in the Province of Ontario. On July 19, 2011, the name of the Company was changed to “Eurocontrol Technics Group Inc.” and on April 17, 2019, the name of the Company was changed to “Talisker Resources Ltd.”, in each case pursuant to articles of amendment filed pursuant to the OBCA.

The registered and head office of the Company is located at Suite 400, 350 Bay Street, Toronto, Ontario M5H 2S6.

2.2 Intercorporate Relationships

Talisker has two wholly-owned subsidiaries, Bralorne Gold Mines Ltd. (“Bralorne”) and New Carolin Gold Corp. (“New Carolin”), both British Columbia incorporated companies.

3. GENERAL DEVELOPMENT OF THE BUSINESS

3.1 Three Year History

Since April 18, 2019, the Company has been engaged in exploring mineral resource properties in the Province of British Columbia. The following is a summary of the Company’s development over the past three years. On December 13, 2019, the Company acquired (the “Acquisition”) a 100% interest in the Bralorne Gold Project located in southwestern British Columbia by acquiring from Avino Silver & Gold Mines Ltd. (“Avino”) all of the common shares of Bralorne Gold Mines Ltd.

2020

On January 14, 2020, the Company announced the appointment of Morris Prychidny to the Company’s board of directors (the “Board”).

On January 21, 2020, the Company announced that it had changed its auditors from BDO Canada LLP to PricewaterhouseCoopers LLP. BDO Canada LLP resigned as the auditor of the Company effective January 10, 2020 and the board of directors of the Company appointed PricewaterhouseCoopers LLP effective as of the same date, until the next annual general meeting of the Company.

On January 21, 2020, the Company entered into a purchase agreement for the Big Sheep project comprising two mineral claims totaling 162.6 Ha for a cash payment of $40,000 and the issuance of 250,000 common shares of Talisker.

On February 3, 2020, the Company announced the appointment of Michael McPhie as Vice President, Sustainability and External Affairs.

Also on February 3, 2020, the Company entered into an option agreement with an arm’s length party for the Golden Hornet property, further expanding the Company’s land position in the Blue Jay property. The Golden Hornet property comprises 13 mineral claims encompassing 2,206.03 Ha and are strategic mineral claims covering known intrusion related gold vein systems. Under the term of the option agreement, Talisker can acquire 100% of the Golden Hornet property in exchange for payments totaling $145,000 in cash and 575,000 common shares, payable as to $10,000 cash on signing and 50,000 common shares, $10,000 in cash and 50,000 common shares on the first anniversary, $25,000 cash and 75,000 common shares on the second anniversary, $50,000 cash and 150,000 common shares on the third anniversary, and $50,000 cash and 250,000 common shares on the fourth anniversary and to expend

Annual Information Form

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$60,000 per year over four years. The option agreement is also subject to a share bonus of one common share per ounce of gold equivalent in the inferred or greater category to a maximum of 200,000 common shares and a 2% NSR. Talisker has the right to purchase 100% of the NSR for $1,000,000.

On February 4, 2020, the Company completed a bought deal private placement of 15,333,320 common shares and 16,161,600 charity flow-through common shares at a price of $0.33 and $0.495, respectively, raising aggregate gross proceeds of approximately $13.1 million. The private placement was underwritten by a syndicate of underwriters led by PI Financial and included Eight Capital, Sprott Capital Partners LP and Haywood Securities Inc. In connection with the private placement, the underwriters received compensation warrants equal to 2.0% (or 1.0% in respect of certain “president’s list” purchasers) of the aggregate number of common shares and charity flow-through common shares sold. Each compensation warrant was exercisable to acquire one common share of the Company at a price of $0.33 per share until February 4, 2022.

On February 12, 2020, the Company announced that it had commenced Phase 1 drilling at the Bralorne Gold Project in south central British Columbia, Canada. The Phase 1 drill program will consist of a planned 2,700m of diamond drilling in five holes ranging in depth from 427m to 671m depth and will target the HW, Main, J and 77 veins. It was noted that the Phase1 drill program forms part of a larger 11,200m program.

On March 26, 2020, the Company announced that it had completed the acquisition of the Royalle property comprising four claim blocks totaling 3,827 hectares increasing the strike length of the Bralorne Gold Project. Under the terms of the agreement, Talisker paid $60,000 cash and issued 600,000 common shares of Talisker. In connection with the acquisition, the Vendor will retain a 1% NSR that the Company can purchase for $1,000,000. The Royalle property claims sit directly south of the historic Bralorne-Pioneer mine along strike of the Cadwaller break and host eight exploration targets including mesothermal gold and silver veins and skarn style mineralization. The main target is the Piebiter zone with historic adit sampling returning gold grades of 4.3 g/t over 21 meters and selective grab samples of up to 227 g/t Au. The Chopper silver vein has been delineated for 2,400 meters and with selective grab samples up to 1,585 g/t Ag. The Company noted that these selected samples are not necessarily representative of the mineralization hosted on the property and limited drilling has been completed on the property. A qualified person has not verified the data disclosed in respect of the property, including sampling, analytical and test data underlying this information. The data comes from historic reports prepared by previous owners of the property.

Also on March 26, 2020, the Company announced the appointment of Leonardo de Souza as Vice President, Exploration and Resource Development and that Ruben Padilla, the Company’s former Vice President, Exploration has been appointed Director of Geology. Leonardo holds a Bachelor of Science from the Universidade de Brasilia, Brazil. He has 35 years of experience in mineral exploration and 21 years in mineral resource estimation. In exploration, his majority experience is in brownfields exploration for gold and copper, having participated in the addition of over 9 Moz of gold resources in the operations of AngloGold in South America, and over 2 Moz of gold plus 4.6 Blbs of copper in resources of the Salobo project in Brazil for Anglo American. In resource estimation, Leonardo’s experience spans a range of commodities and deposit styles in a number of countries, performing resource evaluations from grassroots opportunities to feasibility studies and mining operations. Leonardo is a Certified Professional (CP) and member of the Australian Institute of Mining and Metallurgy (AusIMM).

On March 31, 2020, the Company announced that it had entered into an agreement to purchase 19 Crown Grant mineral claims totaling 358.5 hectares within the Bralorne Gold Camp from NaiKun Wind Energy Group Inc. The NaiKun Crown Grant mineral claims partially underlay the Company’s Bralorne Gold Project mineral tenure with the NaiKun Crown Grants located seven kilometers directly along strike of the Bralorne-Pioneer mines.

On April 1, 2020, the Company announced the results from SB-2020-001, the first drill hole in the drill program at the Bralorne Gold Project announced on February 12, 2020.

Also on April 1, 2020, the Company announced that it had temporarily suspended drilling operations for good practices in relation to the COVID-19 pandemic.

Annual Information Form

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On April 9, 2020, the Company announced that it had acquired a 100% interest in the Congress property from Discovery Metals Corp. for 1,000,000 Talisker common shares. The Congress property is located directly north of the historic Bralorne-Pioneer mine and consists of 20 mineral claims, three mining leases and eight crown grants totaling 2,675.50 hectares. The Congress property contains a historic indicated and inferred resource of 192,638 tonnes grading at 9.24 g/t for 57,234 oz (Mine Development Assessment Process – Congress Project Stage 1 Report, September 1988) defined by underground sampling and surface and underground drilling. As the report was prepared prior to NI 43-101 standards for disclosure, Talisker does not know the relationship of the historic resource categories. Talisker has no knowledge of the reliability of the historic resource. Additional drilling and sampling and quality control will be required to verify and upgrade the historical estimate. Talisker’s qualified person has not done sufficient work to classify the historical estimate as a current mineral resource and the Company is not treating the historical estimate as a current mineral resource. Several highly prospective exploration targets are present on the ground including the Lou zone with historic drilling intersecting zones ranging from 1.4 to 4 meters with grades between 5 and 11 g/t Au. Eight separate vein zones have been identified away from the Congress and Lou zones. The Company notes that a qualified person has not verified the data disclosed in respect of the property, including sampling, analytical and test data underlying this information. The data comes from historic reports prepared by previous owners of the property.

On May 5, 2020, the Company announced results from the second drill hole, SB-2020-002, at the Bralorne Gold Project.

On May 26, 2020, the Company announced that drilling had re-commenced at the Bralorne Gold Project with new protocols and practices in place to abide by the regulations and guidelines in response to the COVID-19 pandemic.

On June 9, 2020, the Company announced the drill results at the Bralorne Gold Project for holes three (SB-2020-003) and four (SB-202-004) and partial results for hole five (2020-005A), the upper portion of the hole drilled prior to the COVID-19 crisis shut-down.

On June 18, 2020, the Company announced the initiation of its 2020 greenfields exploration program at its whollyowned Spences Bridge and Remington Gold Projects where a team of 20 geologists will implement the program focused on the completion of the regional stream sediment geochemical program initiated in 2019 (Phase 1). The Phase 2 program will consist of 6,500 soil samples planned to cover three large prospect areas defined by multielement, multi-basin anomalies and will also include a systematic evaluation of the over 100 new geochemical anomalies generated from the Phase 1 program. In addition, the Company plans on completing permitting for a planned drill program at the Golden Hornet and the Dora Project late in the 2020 field season.

Also on June 18, 2020, the Company announced that it has entered into a definitive purchase agreement with an arm’s length vendor to purchase the SC property (166.24 hectares) which is contiguous to the Dora Project. Talisker plans to include the SC property in the Dora Project drill permit application. The SC property contains a large gold in soil anomaly directly above a mapped rhyolitic body hosted within the Spences Bridge Volcanics. The historical trenches exposed strongly silicified rhyolite, hosting stockwork banded low-sulphidation veins and anomalous values up to 1.7 g/t Au. The SC property extends the geochemical anomaly present at Dora which includes historical rock samples as high as 7.68 g/t Au and represents an additional target within the Dora Project. Under the terms of the purchase agreement, Talisker has agreed to pay $30,000 cash and will issue 150,000 shares to the vendor along with a 1% NSR in return for 100% ownership of the SC property. The NSR can be purchased by Talisker for $500,000.

On July 6, 2020, the Company announced the addition of a second drill rig in July at the Bralorne Gold Project and that the drill program will be increased from 11,200m to approximately 17,000m in response to successful drilling results.

On July 8, 2020, the Company announced that the Company entered into an agreement with TDG Gold Corp. (“TDG Gold”) for TDG Gold to acquire Talisker’s mineral resource properties located in the Toodoggone region, including the Baker Gold Project, the Mets lease and the Bot property (the “Toodoggone Properties”). Pursuant to the agreement,

Annual Information Form

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TDG Gold would acquire the Toodoggone Properties by issuing to Talisker the greater of 50,000,000 TDG Gold Shares and that number of TDG Gold Shares that equals 30.12% of the issued and outstanding TDG Gold Shares (calculated on a fully-diluted basis) determined immediately following the completion of TDG Gold’s listing on a recognized stock exchange.

On July 16, 2020, the Company announced the drill results at the Bralorne Gold Project for holes five (SB-2020-005), the remainder of hole 5A (SB-2020-005A - 737.4-10123.4m) and holes six (SB-2020-006) and seven (SB-2020-007).

On July 30, 2020, the Company announced that it had qualified to trade on the OTCQX® Best Market.

On August 10, 2020, the Company announced that underground dewatering had been commenced at the Bralorne Gold Project. Preliminary dewatering and treatment of water from the 8 level occurred from late April until late June 2020. The beginning of the dewatering program and access to the 8 level will provide the Company with the ability to accelerate its exploration timeline by gaining access to areas very close to its modelled vein targets.

On August 13, 2020, the Company completed a bought deal financing of $23 million undertaken with a syndicate of underwriters, with Sprott Capital Partners LP and PI Financial Corp. as co-lead underwriters and co-bookrunners, pursuant to which the underwriters agreed to purchase 28,260,870 units at a price of $0.46 per unit (aggregating $13 million in gross proceeds) and 15,625,000 charity flow-through share units at a price of $0.64 per charity flow-through share unit (aggregating $10 million in gross proceeds) on a bought deal basis for total gross proceeds of $23 million. The charity flow-through units qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada). Each unit and charity flow-through unit comprised one common share and one-half of one common share purchase warrant (each whole warrant, a "Warrant"), with each Warrant entitling the holder to purchase one common share at an exercise price of $0.70 until August 13, 2021.

On August 20, 2020, the Company granted an aggregate of 1,300,000 options to purchase common shares of the Company exercisable at a price of $0.46 per share with 1,100,000 options exercisable for a period of five years and 200,000 options exercisable for a period of two years.

On September 2, 2020, the Company filed an Annual Information Form for the year ended December 31, 2019 and a technical report (the “Technical Report”) prepared in accordance with National Instrument 43-101 – Standards for Disclosure for Mineral Projects (“NI 43-101”) in respect of the Bralorne Gold Project, located in Bralorne, British Columbia. The Technical Report includes a Mineral Resource Estimate described under “ Exploration Properties – Southern British Columbia Properties ”. The Technical Report has an effective date of July 24, 2020 and includes information on the Bralorne Gold Project as of that date. The current mineral resource estimate is limited to the area between the historic Bralorne and King mines where Avino, the prior owner, concentrated its test mining activities and does not include any of the recent exploration drilling conducted by Talisker since acquiring the Bralorne Gold Project.

On September 8, 2020, the Company announced the drill results at the Bralorne Gold Project for holes SB-2020-008, SB-2020-008W1 and SB-2020-009 as well as partial results from holes SB-2020-012, SB-2020-013 and SB-2020-015.

On September 14, 2020, the Company announced that it had signed an exploration agreement for the Bralorne Gold Project with the Bridge River Indian Band.

On September 28, 2020, the Company announced that it had received conditional approval from the Toronto Stock Exchange (the “TSX”) to list its common shares on the TSX. On October 9, 2020, the Company received final approval and on October 14, 2020, the Company’s common shares began trading on the TSX under the symbol “TSK”. In connection with the listing on the TSX, the Company voluntarily delisted its common shares from the CSE effective October 13, 2020.

Annual Information Form

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Also on October 14, 2020, the Company announced the appointment of Dr. Michael (Mick) Carew to the position of Vice President of Corporate and Strategic Development. Prior to joining Talisker, Dr. Carew spent seven years as a senior mining analyst with Haywood Securities in addition to extensive experience gained from advanced exploration roles with BHP, Ivanhoe and Mount Isa Mines, among others. Dr. Carew holds a PhD in Economic Geology from James Cook University.

On October 19, 2020, the Company announced a second increase to its drilling program from 17,000m announced in July 2020 to 23,000m in response to continued successful drilling results. It was noted that the Company had drilled 14,811m of the planned 23,000m consisting of 20 holes and two wedges and has received 5,715 assay samples (4,542 samples currently at the assay laboratory). It was noted that the drilling program has successfully validated 19 vein targets and identified three new, close to surface vein targets (Charlotte, Empire and Vein 51) and that the remaining program has been designed to test eight additional vein targets and to expand on the newly identified close to surface targets.

On October 27, 2020, the Company provided an update on its greenfields exploration program at its Spences Bridge, Remington and Golden Hornet projects indicating that over the course of the 2020 summer field season, a team of 20 geologists executed a comprehensive geochemical program collecting soil (6,020), stream (273), rock (529) and talus fine (23) samples and 1:5000 scale geological and reconnaissance mapping across all three project areas. It was noted that 13 prospects have been generated by the completion of the Phase 1 program that was conducted over the entirety of the Spences Bridge Gold Project area and that permitting has been initiated for the purpose of diamond drilling on the Golden Hornet Project and Dora target and anticipates receiving approval in early 2021.

On November 6, 2020, the Company announced the election of the following nominees as directors of the Company: Brent Gilchrist, Terence Harbort, Morris Prychidny, Susan J. Mitchell, Andres Tinajero, Eric Tremblay and Blair Zaritsky and the appointment of PricewaterhouseCoopers LLP as auditors of the Company for the ensuing year.

On November 26, 2020, the Company announced the drill results at the Bralorne Gold Project for holes SB-2020-010, SB-2020-017A, SB-2020-017AW1, SB-2020-018 and SB-2020-019 from its ongoing drill program. It was noted that the Company completed 18,750m of its current 23,000m drill program, results of which continue to verify and prioritize the interpreted expansion and continuity of targeted vein corridors. It was also noted that a further 6,879 core samples are at the assay laboratory pending release.

On December 14, 2020, the Company announced that further to its press release dated July 8, 2020, it has completed the sale of the Toodoggone Properties to TDG Gold. In connection with the sale of the Toodoggone Properties, TDG Gold acquired and assumed all liabilities related to the Toodoggone Properties and the Company received 18,973,699 common shares of TDG Gold (the “TDG Gold Shares”). Talisker’s TDG Gold Shares represented a 33.13% undiluted interest and 30.12% fully-diluted interest in TDG Gold at the time of the sale of the Toodoggone Properties. The TDG Gold Shares were approved for listing by the TSX Venture Exchange under the trading symbol “TDG”. For so long as Talisker owns not less than 10% of the outstanding TDG Gold Shares, Talisker will have board nomination rights and pre-emptive rights to participate in future equity financings of TDG Gold to maintain its share ownership percentage interest in TDG Gold.

On December 15, 2020, the Company granted an aggregate of 4,425,000 options to purchase common shares of the Company exercisable at a price of $0.33 per share for a period of five years, to directors, officers and consultants of the Company. The Company also granted 780,000 RSUs to officers of the Company. The RSUs are payable in common shares of the Company and vest in three equal installments over three years, after the date of the grant.

2021

On January 14, 2021, the Company announced it had commenced the first stage of its resource delineation drill program at its 100% owned Bralorne Gold Project. It was noted that the program will target conversion to inferred category of veins validated during the 2020 drill program with stage one (50,000m) focusing on veins located within

Annual Information Form

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700m from surface. It was also noted that four drill rigs will be active during winter months increasing to eight rigs after the Spring freshet and that all drilling will be conducted from surface drill pads.

On January 19, 2021, the Company announced assay results from holes SB-2020-020, SB-2020-021 (partial results) and SB-2020-019 (final results) from its resource drill out drill program at the Bralorne Gold Project in British Columbia. It was noted that the 2020 drill program validated 31 vein targets (on 14 known veins) and three new vein discoveries were confirmed. It was also noted that 21,547.95m of drilling was completed in 2020 and that 4,766 samples are awaiting assay at the lab.

On January 26, 2021, the Company announced the results of the systematic rock and soil sampling program conducted at its Golden Hornet property during the 2020 field season and announced a 6,700 metre drill program to test all four mineralized outcropping vein zones including three newly discovered outcropping vein zones extending known historic mineralization including a polymetallic Montana Zone that returned up to 14.05 g/t Au, 7.84% Zn, 1.8% Cu and 4.4% Pb. The program also identified a gold-rich polymetallic sheeted vein complex and a robust 2.8 km x 1.3 km multi-line, multi-station gold anomaly with rock samples collected in the sampling program validating high-grade historic channel samples of 27.0 g/t over 2.0 m[1] and 22.1 g/t over 5.2 m[1] . It was also noted that a drill permit had been submitted with receipt anticipated in early March and that a 1,093 line kilometre airborne Versatile TimeDomain Electromagnetic (VTEM) and Magnetic geophysical survey to identify areas of high sulphide content, targeting both the massive sulphide vein systems and the surrounding disseminated sulphide halos had been initiated with results to be correlated with the geochemistry to assist in confirming the drill plan.

On February 2, 2021, the Company announced further drilling results from its Bralorne Gold Project in British Columbia for hole SB-2020-023 (partial results only). The announcement indicated that drilling continues to demonstrate structural continuity of high-grade gold-bearing veins at depth and that the near-surface gold mineralization at the Charlotte Zone where drilling has defined a strike length of 600m and a width of 270m.

Also on February 2, 2021, the Company announced the confirmation of near-surface bulk tonnage gold mineralization at the Charlotte Zone from surface to a vertical depth of beyond 250m, located directly above the high-grade veins that are the primary focus of the Company’s 2021 resource drill program. It was noted that gold mineralization is hosted by four shallow-dipping, parallel structures that dip approximately 40 degrees to the northwest and that 25 intersects from 14 drill holes have defined a broad zone with multiple gold-bearing structures over a strike length of 600m, a width of 270m and extending at least 300m down plunge from surface. It was also noted that a 15,000m core relog and re-sample program has been initiated to identify other areas with near-surface bulk-tonnage potential.

On February 23, 2021, the Company announced further drilling results from its Bralorne Gold Project in British Columbia for holes SB-2020-023, SB-2020-024, SB-2020-025, SB-2020-026A and SB-2020-027. The announcement indicated that results were comprised from both the near-surface bulk tonnage Charlotte Zone and the high-grade veins that comprise the focus of the 2021 resource drill program.

On March 16, 2021, the Company announced further drilling results from its Bralorne Gold Project in British Columbia for holes SB-2020-028, SB-2020-029, SB-2020-030, SB-2021-001, SB-2021-002 and SB-2021-003. The announcement indicated that all drill holes intersected mineralization including two step-out holes that extended near-surface gold mineralization by ~1,600m increasing near-surface mineralization at the Bralorne Gold Project to approximately 2 km.

On March 25, 2021, the Company announced a planned strategic investment by New Gold Inc. (“New Gold”) and a non-brokered private placement to raise total gross proceeds of $19.1 million through the issuance of 37,366,932 flow-through common shares of the Company at a price of $0.51 per flow-through common share. The non-brokered private placement closed on April 15, 2021. Following the closing of the non-brokered private placement, New Gold acquired 37,366,932 common shares, providing New Gold with a 14.9% interest in the Company. Talisker and New

1 The Company notes that these selected samples are not necessarily representative of the mineralization hosted on the Golden Hornet property. Limited drilling has been completed within the project.

Annual Information Form

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Gold entered into an investor rights agreement (the "Investor Rights Agreement") which provides that until such time as New Gold's ownership is less than 10% of the issued and outstanding common shares of Talisker, New Gold will have the right, among other things, to:

Have a nominee appointed to the Company’s Board of Directors and have such nominee nominated for election at the Company's meetings of shareholders. If the size of the Board is increased to eight or more members, New Gold shall be entitled to designate an additional nominee.
Participate on a pro rata basis in equity financings by Talisker in order to maintain its 14.9% interest in Talisker. In addition, New Gold has certain top-up rights that will allow it to maintain its interest in the event of other dilutive events undertaken by Talisker.
Certain information and access rights to the Company's properties.

In return for these rights, New Gold agreed to, among other things:

For a period of 24 months, ensure it is present at shareholder meetings of the Company and, subject to certain exceptions, not vote against matters that have been unanimously approved by the Board.
Certain restrictions on disposing its interest in Talisker.
A 24 month standstill which will prohibit New Gold from taking certain actions, including acquiring more than 14.9% of the issued and outstanding common shares of Talisker, subject to certain exceptions.

On April 19, 2021, the Company announced its plan to increase the resource drill program from 50,000 to 100,000 metres with the increased meterage to convert near to surface bulk tonnage mineralization discovered along strike from the Charlotte Zone to inferred category and to complete conversion of high grade vein targets located from potential to inferred category located surface to 750 metres, focused on the Bralorne West block.

On July 26, 2021, the Company announced that it had entered into a definitive agreement (the “Arrangement Agreement”) with New Carolin to acquire all of the issued and outstanding common shares of New Carolin pursuant to a court-approved plan of arrangement. New Carolin owns the Ladner Gold Project which includes the former producing Carolin Gold Mine. Under the terms of the Arrangement Agreement, each of the issued and outstanding common shares of New Carolin was exchanged for 0.3196 of a Talisker common share, which provided for consideration of $0.095 per New Carolin based on the preceding five-day volume weighted average trading price of the Talisker common shares. New Carolin entered into agreements to settle approximately $500,000 of New Carolin’s outstanding payables following closing and Talisker also advanced $400,000 in a loan to New Carolin for the repurchase of a 5% Net Profit Interest on the Ladner Gold Project and for general corporate purposes.

On August 10, 2021, the Company announced its purchase of the highly prospective Pioneer Extension claims that are contiguous to the Bralorne Gold Project. The purchase included 14 mineral claims consisting of 1,309 hectares covering the extension of known mineralization along southeast strike of the emerging bulk-tonnage Pioneer zone. Under the terms of the purchase agreement, Talisker paid $80,000 in cash and issued 400,000 shares with a 1% NSR containing a buyback of $500,000 for 100% ownership. The common shares issued were subject to a four month hold period pursuant to applicable securities laws.

On September 13, 2021, the Company announced that it has entered into an agreement to purchase the 2% net smelter return royalty on the Ladner Gold Project and the 5% net profit interest (collectively, the “Purchased Royalties”) from the sale of gold by New Carolin or any third party contracted by New Carolin for that purpose. As consideration for the Purchased Royalties, Talisker issued 5,119,170 common shares to the vendor on closing.

On September 16, 2021, the Company completed the acquisition of New Carolin (and the 100% interest in the Ladner Gold Project held by New Carolin) pursuant to the Arrangement Agreement. For each of the issued and outstanding common shares of New Carolin, Talisker issued for 0.3196 of a common share of the Company resulting in the issuance of 18,575,790 common shares of Talisker on closing. New Carolin's 22,252,039 outstanding warrants and 3,055,000 outstanding options were adjusted to 7,111,748 warrants and 976,378 options to reflect the same exchange ratio.

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On November 10, 2021, the Company announced that it has closed a private placement to raise total gross proceeds of $1,976,000. The private placement consisted of 5,200,000 common shares of the Company which qualify as “flow through shares” within the meaning of the Income Tax Act (Canada) (the “FT Shares”) at a price of $0.38 per FT Share. Immediately following the completion of the private placement, New Gold acquired 5,200,000 common shares, increasing its ownership in the Company to 42,566,932 common shares, representing approximately 14.9% of Talisker’s outstanding common shares at the time of the private placement. This acquisition was made by New Gold to maintain its ownership percentage in the Company pursuant to the Investor Rights Agreement.

On December 6, 2021, the Company announced that its wholly-owned subsidiaries, Bralorne and New Carolin, had entered into a royalty purchase agreement with Osisko Gold Royalties Ltd (“Osisko”) that provided for a one-time cash payment by Osisko of $7.5 million in exchange for the Company granting certain net smelter returns (“NSR”) royalties on all minerals produced from the Bralorne Gold Property, the Ladner Gold Project and the currently optioned Golden Hornet Project. The granted NSR royalties included an increase of a 0.5% royalty on the Bralorne Gold Property increasing Osisko’s royalty on that property to 1.7%, the grant of a 1.5% royalty on the Ladner Gold Project and a 1% future royalty on the Golden Hornet Project which will become effective if Talisker exercises its option to acquire the Golden Hornet Project.

2022

On February 17, 2022, the Company announced that it has initiated work to update the Bralorne Gold Project’s underground mine plan to support an increase in production to a proposed 1,500 tonnes per day. This expanded production would come from within the existing permitted mine boundary and take advantage of both underground and surface infrastructure already in place at the site. Material extracted from this expanded production rate is proposed to initially be hauled offsite for processing at one of the nearby permitted custom milling facilities in the Province of British Columbia.

Talisker has also initiated discussions with the BC Ministry of Energy, Mines and Low Carbon Innovation (EMLI) on steps to complete a permit amendment process for the existing Mine Permit to support the proposed expanded mine production.

On March 2, 2022, the Company closed a bought deal private placement raising total gross proceeds of approximately $12.5 million. In connection with the private placement, the Company issued an aggregate of 28,000,000 common shares at a price of $0.25 per share and 15,593,000 charity flow-through common shares (“Charity FT Shares”) of the Company at a price of $0.355 per Charity FT Share. The Charity FT Shares qualified as “flow-through shares” within the meaning of the Income Tax Act (Canada). All qualifying expenditures were renounced in favour of the subscribers of the Charity FT Shares effective December 31, 2022.

On March 22, 2022, the Company announced further high-grade results from multiple drill holes highlighted by 21.50 g/t Au over 2.00 metres within 7.39 g/t Au over 6.00 metres (SBP-2021-020) and 16.24 g/t Au over 1.50 metres (SBP2021-015) at the Bralorne Gold Project. It was noted that drilling to date at the Bralorne Gold Project had produced 291 vein intersections with a combined weighted average diluted grade of 8.34 g/t over an average intersection length of 1.85 metres.

On April 5, 2022, the Company announced further high grade results from the Bralorne West area highlighted by 23.05 g/t Au over 6.95 metres at the Bralorne Gold Project. With these drill holes, the Company indicated that drilling to date at the Bralorne Gold Project has produced 307 vein intersections with a combined weighted average diluted grade of 8.49 g/t over an average intersection length of 1.83 metres.

On April 11, 2022, the Company filed an Early Warning Report in respect of the disposition of common shares of TDG Gold including on April 7, 2022, 2,846,000 TDG Gold shares at a price of $0.45 per share and on April 11, 2022, 55 TDG Gold shares at a price of $0.475 per share resulting in aggregate gross proceeds of $1,280,726. Following the

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sales of common shares, the Company’s holdings were reduced to 11,384,215 common shares, representing approximately ownership of 11.8% in TDG Gold as at April 11, 2022.

On May 2, 2022, the Company provided a detailed update on progress on the development of its inaugural mineral resource at the Bralorne Gold Project indicating that: (1) 11 veins are expected to form the basis of the upcoming resource, six from the Bralorne area, two from King and three from the Pioneer area; (2) weighted average grades for the veins range from 6.2 g/t to 16.6 g/t with an overall average of 9.6 g/t; (3) average vein widths range from 1.1m to 2.1m with an average of 1.6m; (4) all defined veins are located from the surface to a depth of 700m; and (5) defined veins are extensions of known veins and are mostly located within the gaps between the historic mines at the Bralorne Gold Project.

On May 17, 2022, the Company announced high-grade results on a shallow portion of the 55 Vein within the Bralorne West block highlighted by 31.44 g/t Au over 3.9 metres within a larger mineralized envelope of 11.84 g/t Au over 12.45 metres and that drilling to date at the Bralorne Gold Project has produced 367 vein intersections with a combined weighted average diluted grade of 9.01 g/t over an average intersection length of 1.75 metres.

On July 7, 2022, the Company announced further high-grade results within the Historic Ownership Gap between the Bralorne and Pioneer Mines.

On August 11, 2022, the Company closed a “best efforts” private placement raising total gross proceeds of approximately $9.15 million. In connection with the private placement, the Company issued an aggregate of 28,398,000 units (“Units”) at a price of $0.16 per Unit and 25,576,000 flow-through common shares (“FT Shares”) of the Company at a price of $0.18 per FT Share. Each Unit consisted of one common share of the Company and one common share purchase warrant (“Warrant”), with each Warrant entitling the holder thereof to purchase one common share at an exercise price of $0.24 for a period of 2.5 years. The FT Shares qualified as “flow-through shares” within the meaning of the Income Tax Act (Canada).

On October 27, 2022, the Company announced further high-grade results from the North Vein located within the historic King mining block noting that these results are the final assays received from the 2022 pre-resource drill program that were re-assayed following initial laboratory failure of QA/QC. It was noted that drilling to date at the Bralorne Gold Project has produced 401 vein intersections with a combined weighted average diluted grade of 9.45 g/t over an average intersection length of 1.73 metres.

On October 31, 2022, the Company filed an Early Warning Report in respect of the disposition of 89,000 common shares of TDG Gold on September 30, 2022 at a price of $0.13 per share for gross proceeds of $11,570. Following the sale of common shares, the Company’s ownership in TDG Gold reduced to 9.99%.

Recent Developments

On January 24, 2023, the Company announced its first Mineral Resource Estimate (“MRE”) at its 100% owned Bralorne Gold Project in Southern, British Columbia. Further details on the MRE are included under Section 4.2 – Material Properties.

On February 6, 2023, the Company announced the appointment of Christy Smith and Robert Power as directors and the resignation of founding director, Brent Gilchrist who will be continuing as an advisor to the Board.

On March 10, 2023, the Company filed the independent technical report dated March 10, 2023, with an effective date for the MRE of January 20, 2023, and entitled “NI 43-101 Technical Report and Mineral Resource Estimate for the Bralorne Gold Project, British Columbia, Canada”.

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3.2 Significant Acquisitions

There were no significant acquisitions completed by the Company during the financial year ended December 31, 2022.

4. GENERAL DESCRIPTION OF THE BUSINESS

4.1 General Overview

The Company is a publicly listed company incorporated in British Columbia and continued in the Province of Ontario. The Company is engaged in exploration and evaluation of mineral properties in British Columbia. Talisker’s projects include the Bralorne Gold Project, an advanced stage project with a historical high grade producing gold mine as well as its Spences Bridge Gold Project where the Company holds ~85% of the emerging Spences Bridge Gold Belt and several other early stage greenfields projects. Talisker’s mineral properties in British Columbia comprise 291,392 Ha over 487 claims, three leases and 197 crown grant claims. The following map provides an overview of the Company’s mineral properties and projects in southern British Columbia as of the date of this AIF.

Talisker BC Properties

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Source: Talisker
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Competitive Conditions

The mineral exploration and mining industry is very competitive. Talisker competes with other mining companies, including those with larger operations, to retain the most qualified people, additional capital, and resources. There can be no assurance that Talisker will be successful in acquiring additional capital and resources, nor that it will be able to retain all of its key personnel. Additionally, Talisker competes with other mining companies for attractive mineral properties. Given that it competes with companies that may have greater financial resources than itself, Talisker may be adversely affected by competition in this space.

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Specialized Skill and Knowledge

All areas of Talisker’s business require specialized skill and knowledge. Such skills and knowledge include that in the areas of geology, geophysics, mineral processing, drilling, mineral exploration, and financing. Talisker has an experienced management team. The Board also includes experienced members with specialized skills and knowledge.

Cycles

The mining industry experiences cycles around mineral pricing, which is generally affected by worldwide economic cycles.

Environmental Protection

The Company’s exploration activities are subject to laws and regulations governing environmental protection, employee health and safety, waste disposal, environmental remediation and reclamation of mine and exploration sites, mine safety, hazardous goods regulations, and other matters. Compliance with applicable laws and regulations requires forethought and diligence in the conduct of the Company’s activities.

Currently, the Company has posted reclamation bonds (through an insurance underwriter) with the British Columbia Ministry of Energy, Mines and Low Carbon Innovation, as financial assurance for its future asset reclamation obligations for the Bralorne Gold Project. These financial assurances given are based on the cost estimates accepted by the Ministry. See also “5. Risk Factors – Environmental Risks and Hazards”.

Employees

As at December 31, 2022, the Company had 42 full time employees.

4.2 Material Properties

The Company has one material property, the Bralorne Gold Project. The following is a description of the Bralorne Gold Project. As noted below, certain information that follows relating to the Bralorne Gold Project is an extract from the Bralorne Technical Report. The description of the Bralorne Gold Project is based on assumptions, qualifications and procedures which are not fully described herein. The summary and all references to the Bralorne Technical Report are qualified in their entirety by reference to the full text of the Bralorne Technical Report, which is available for review under the Company’s profile on SEDAR at www.sedar.com.

The scientific and technical information in this AIF has been reviewed by Leonardo de Souza, B.Sc., AusIMM (CP) (Membership 224827), Talisker’s Vice President, Exploration and Resource Development. Mr. de Souza is a “qualified person” under NI 43-101 and has reviewed and approved all of the scientific and technical information set forth in this AIF.

Bralorne Gold Project

Located in southern British Columbia, the Bralorne Gold Project consists of over 12,749.17 Ha over 62 mineral claims and three leases plus 197 Crown Grant claims and has a current mineral resource estimate of 117,300 tonnes with an average grade of 8.85 g/t for 33,400 ounces in the Indicated category, 8,033,600 tonnes at 6.32 g/t for 1,632,900 ounces in the Inferred category, as included in the March 10, 2023 technical report “NI 43-101 Technical Report and Mineral Resource Estimate for the Bralorne Gold Project, British Columbia, Canada” prepared for Talisker by Carl Pelletier, P.Geo., Vincent Nadeau-Benoit, P.Geo. and Eric Lecomte, P.Eng. of InnovExplo Inc. The effective date of the MRE is January 20, 2023.

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The Bralorne Gold mine complex produced approximately 4.2 million ounces of gold at a grade of 17.7 g/t Au from 30 veins in three adjacent mines; Bralorne, Pioneer and King, until eventual closure in 1971 due to depressed gold prices.

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Bralorne Facilities Bralorne, BC, Canada

In 2021, the Company finalized the construction of a 100-man camp at the Bralorne Gold Project. This expansion includes kitchen, dining and offices facilities, new bunkhouses, an IT Tower and a new core logging infrastructure to support the increase in rigs and the expansion of the drill program.

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On March 10, 2023, the Company filed the Bralorne Technical Report pursuant to NI 43-101. The following is an extract of items 1.1 to 1.7 in the “Summary” section of the Bralorne Technical Report:

“ 1. SUMMARY

1.1 Introduction

Talisker Resources Ltd. (“Talisker” or the “Issuer”), through its wholly-owned subsidiary Bralorne Gold Mines Ltd. (“BGM”), retained InnovExplo Inc. to prepare a technical report (the “Technical Report”) to present and support the results of an updated mineral resource estimate (the “2023 MRE”) for the Bralorne Gold Project (the “Project” or the “Property”), located in the Province of British Columbia, Canada. This Technical Report was prepared in accordance with Canadian Securities Administrators’ National Instrument 43-101 Respecting Standards of Disclosure for Mineral Projects (“NI 43-101”) and Form 43-101F1. Terry Harbort, Talisker's President and CEO, assigned the mandate.

The effective date of this report is March 10, 2023.

InnovExplo is an independent mining and exploration consulting firm based in Val-d’Or, Québec.

1.2 Issuer

Talisker is a Canadian junior resource company listed on the Toronto Stock Exchange (“TSX”) under the symbol TSK and on the OTCQX® Best Market under the symbol “TSKFF”.

1.3 Contributors and Qualified Persons

This Technical Report was prepared by InnovExplo employees Carl Pelletier, (P.Geo.), Co-President Founder of InnovExplo, Vincent Nadeau-Benoit (P.Geo.), Senior Geologist in Mineral Resources Estimation and Éric Lecomte (P.Eng.) Senior Mining Engineer, all of InnovExplo. All three authors are qualified persons (“QPs”) as set out in NI 43101.

Mr. Pelletier is a professional geologist in good standing with the OGQ (No. 384), PGO (No. 1713), EGBC (No. 43167) and NAPEG (No. L4160). He is co-author of the Technical Report and share responsibility for all items.

Mr. Nadeau-Benoit is a professional geologist in good standing with the OGQ (No. 1535), EGBC (No. 54427) and NAPEG (No. L4154). He is co-author of the Technical Report and share responsibility for all items.

Mr. Lecomte is a professional engineer in good standing with the OIQ (licence No. 122047) and EGBC (No. 56488). He is responsible for the preparation of section 14.12. He is also co-author of and share responsibility for sections 1, 2, 3, 14, 25, 26 and 27.

1.4 Property Description and Location

The Project is located in the historic Bridge River mining district of British Columbia. It extends approximately 33 km along the strike of the suture zone constraining the mineralization of the deposit. The Property is a contiguous mineral tenure and Crown-granted package of 12,749.17 Ha.

The Property is located within mountainous terrain in southwest British Columbia, approximately 170 km NNE of Vancouver. It is easily accessible by two major routes from Vancouver on all-weather government-maintained roads. The primary route from Vancouver, 371 km long, proceeds north on paved Highway 99 through Squamish, Whistler and Pemberton to Lillooet, then west on Bridge River Rd (also known as Lillooet-Pioneer Road 40) through the town of Gold Bridge to the town of Bralorne. Alternatively, the project can be accessed through the Fraser Valley past Hope

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along Highway 1 to Lytton, transferring onto Highway 12 to Lillooet and Bridge River Rd through Gold Bridge to Bralorne. This trip is approximately 438 km in length.

The Property is situated on NTS map sheet 92J/15W in the Bridge River mining district, Lillooet Mining Division (British Columbia). The coordinates of the approximate centre of the project are 512,593 E, 5,625,215 N using NAD 83, Zone 10 UTM coordinates, or 50° 46′ 43″N latitude,122° 49′ 17″W longitude.

The Bralorne Property claims were acquired from Avino Silver & Gold Mines Ltd. in December 2019 and consisted of 154 Crown-granted mineral claims and 31 mineral cell claims. In 2020 and 2021, Talisker acquired additional mineral claims expanding the Property including:

the Royalle claims were acquired from four (4) arm’s length vendors by Talisker;
the NaiKun Crown-granted mineral claims were acquired from NaiKun Wind Energy Group;
The Congress claims were acquired from Discovery Metals Corp;
The Pioneer Extension Crown-granted mineral claims were acquired from Alan Crawford;
The Pioneer Extension-Royalle claims were acquired from Turnagain Resources.

BGM, a wholly-owned subsidiary of Talisker, owns 100% of the 12,749.17 ha comprising the Property. This includes:

197 Crown-granted mineral claims;
62 mineral cell claims; and
3 mining leases.

The area covered by the 2023 MRE is subject to a 1.7% net smelter return (“NSR”) royalty in favour of Osisko Gold Royalties (“OGR”).

1.5 Geology

The Property is situated within the Bridge River mining district in southwestern British Columbia. On the Property, the historical producing mines are hosted within the Bralorne-East Liza Complex. This consists of a structurally complex zone between the northwest to southeast striking Cadwallader and Fergusson faults, composed of metavolcanics, Pioneer greenstones, gabbro, and sheared serpentinite of the President ultramafic complex, which are intruded by diorite and granite of the early Permian Bralorne Suite. This complex assemblage correlates with rocks of the eastern Shulaps range (Calon et al. 1990). Locally the tectonostratigraphic wedge between the Cadwallader and Fergusson faults that hosts the major past-producing gold mines is referred to as the Bralorne Mine Block. The Bralorne Mine Block occurs as a steeply dipping fault-bounded lens forming a horst-like block. Its area is approximately 5 km in strike length, 600 m wide at surface and widening with depth. The block remains open at depth below 2 km. The vein system is controlled by second- and third-order fault structures relative to the Cadwallader and Fergusson faults. The main lithological units hosting the mineralization are the Bralorne intrusive suite (diorite, tonalite and gabbro) and the Pioneer basalt. Minor sedimentary units are found in the northwest of the Bralorne Mine Block, within the King mine area.

The Permian Bralorne intrusive suite includes “augite-diorite” and “soda-granite”, which commonly occur together. These phases locally are termed the Bralorne Diorite and Bralorne Granite, respectively, and combined with the Pioneer volcanics, host the Bralorne deposits. All three occur between the bounding Fergusson and Cadwallader faults.

Although mostly dioritic, the Bralorne Diorite varies from quartz-diorite to gabbro in composition. Several intrusive phases of diorite are present and are identified based on their composition and grain size variability. The Bralorne Diorite is intruded by the Bralorne Granite with complex intrusive relationships.

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Typically, the Bralorne Granite is a leucocratic, coarse-grained intrusive body varying from trondhjemite to albite tonalite in composition. The main body of granite is found along the northeast side of the Bralorne Diorite, forming an elongate body approximately 2 km long by 250 m wide and also forms many dykes intruding the diorite. Five Cretaceous-Tertiary dyke phases, including grey plagioclase porphyry, albitite, green hornblende porphyry, Bendor porphyry and late unaltered lamprophyre, intrude the Bralorne Mine Block. The Bralorne intrusive suite forms the main host rock of the mineralization due to its favourable rheology.

The Pioneer Formation represents a smaller proportion of the Bralorne Mine Block compared to the Bralorne intrusive suite and consists of a steeply dipping pinching basalt body situated in the southeast of the Pioneer mine area. It comprises volcanic flows, pillow lava, volcanic breccia and fine- to medium-grained feeder dykes and sills. It is affected by widespread greenschist and sub-greenschist regional metamorphism, partially altering its original volcanic texture. Typically, it is crosscut by late intermediate to mafic plagioclase-phyric grey-green dykes. This unit also hosts significant veining, including the Main vein in the Pioneer mine (Ash 2001).

Within the Bralorne Mine Block, ultramafic rocks are typically sheared elongated bodies associated with the Cadwallader fault. Their gold hosting potential is low due to their ductile deformation style and low susceptibility to fracture and thus are considered to constrain the deposit to the southwest.

The Fergusson fault is characterized by a narrow band of strongly deformed and hydrothermally altered rocks representing the contact of the Bralorne intrusive suite with the adjacent sediments of the Fergusson Formation. This structure and rheological contrast constrain the deposit on the northeast side of the Bralorne Mine Block.

Throughout the Bralorne Mine Block, quartz veins are preferentially hosted in the more competent Bralorne intrusive rocks, less commonly in meta-basalt and meta-sediments, and rarely in ultramafic rocks (Cairnes, 1937; Ash, 2001). The deposit is crosscut by the late north-south trending Empire fault, which locally offsets the vein system in the Bralorne mine in an apparent dextral strike separation. Vein mineralization was interpreted by Leitch (1990) as synkinematic and structurally controlled by secondary fault sets related to westerly-directed, sinistral transpressional movement along faults bounding the Bralorne ophiolite.

1.6 Mineralization

The Bralorne gold mineralization is part of an orogenic mesothermal quartz-gold vein system hosted by second- and third-order fault structures in relation to the bounding Cadwallader and Ferguson faults. The quartz-gold veins are preferentially hosted in the more competent units and tend to sharply terminate at the contact with the softer ultramafic rocks associated with the Cadwallader fault to the south-west and with the Fergusson formation sediments juxtaposed by the Fergusson fault to the north-east.

The quartz-gold veins form an approximate en-echelon array. Individual veins have varying strike and dip extents, while the collective vein network they comprise extends over 5 km by 600 m laterally within the Bralorne Mine Block and extends to at least 2,000 m in depth. Three types of veins are recognized on the property: Shear, Linking, and Transverse veins. Shear veins are dominantly more strike extensive, heavily banded, and dip moderately to the NNE. Linking veins form between adjacent Shear veins, are banded to massive, are less strike extensive and more variable in dip angle with steep to moderate dips towards the north. A third set of Transverse veins are late and cut both the Shear and Linking veins. They have extensive strikes, dip moderately to both the west and NNE, and tend to be dominated by brittle fault gouge, unconsolidated breccia, and quartz vein material. Vein widths generally range from tens of centimetres to 3 m, with the largest veins widening to 6 m.

Shear veins have been traced continuously for up to 1,500 m along a 110° to 145° strike, dip moderately to the NNE and are open at depth. They range from tens of centimetres to 3 m wide, and they pinch and swell along strike. Linking veins are generally less strike extensive than the Shear veins, with maximum strike lengths of 500 m and similar dip extensions. They are hosted in fault sets that strike roughly 700 m and dip about 75° northwest with widths ranging from tens of centimetres to 6 m. These more tensional veins form oblique splays off of the shear veins, commonly

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display sigmoidal geometries in both the horizontal and vertical planes and are generally the widest at the midpoints between the bounding Shear veins that confine them. A less well-known system of transverse mineralized structures that cross-cuts the other vein types is less dominant and more variably oriented. A good example of these veins located west of and parallel to the Empire fault (north-northwest-south-southeast orientation) has been identified in the Issuer’s drill holes and named the Charlotte Zone. It consists of at least four planes of brittle faults affecting westdipping quartz veins hosting consistent anomalous gold grades along with sporadic high grades. The veins are typically massive to banded, hosting minor pyrite, arsenopyrite and/or pyrrhotite, with both margins and veins affected by varying degrees of brittle faulting evidenced by fault gouge and unconsolidated breccia. The overall trend and brittle deformation style of these structures suggest that they are local accommodation splays of the Empire fault.

1.7 Mineral Resource Estimates

The 2023 MRE encompasses updated mineral resources for the Bralorne deposit, which includes the King, Charlotte, Bralorne, and Pioneer domains. The update was prepared by Leonardo De Souza, MAusIMM (CP) of Talisker and reviewed and validated by QPs Carl Pelletier (P.Geo.) and Vincent Nadeau-Benoit (P.Geo.) of InnovExplo. The database supporting the 2023 MRE is complete, valid and up to date.

The mineral resource area for the deposit covers a strike length of 4.5 km with a maximum width of approximately 750 m, down to a maximum depth of 700 m.

The 2023 MRE includes data from drill core (531 surface holes and 129 underground holes), reverse circulation drill chips (13 RC drill holes), surface trenches (9) and underground chips (1724 underground channel lines).

Talisker modelled 112 high-grade quartz vein bodies and their respective brecciated alteration halos (224 solids in total), which are supported by a deposit-scale vein model, interpreted major faults, and assay results.

Cut-off grade (“CoG”) parameters were determined by QP Eric Lecomte.

The QPs have classified the 2023 MRE as Indicated and Inferred mineral resources based on data density, search ellipse criteria, drill hole density, and interpolation parameters. The 2023 MRE is considered to be reliable and based on quality data and geological knowledge. The mineral resource estimate follows CIM Definition Standards (2014). The use of conceptual mining shapes as constraints to report the mineral resource estimate satisfies the standard of ‘reasonable prospects for eventual economic extraction’ under CIM MRMR Best Practice Guidelines (2019).

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The following table present the results of the 2023 MRE at the official cut-off grades of 2.65 g/t Au (potential long hole stoping mining method) and 3.10 g/t Au (potential cut and fill mining method).

Bralorne Gold Project 2023 Mineral Resource Estimate

Bralorne Gold Project	Category	Cut-off Grade	Tonnes	Grade	Ounces
		(g/t Au)	(t)	(g/t Au)	(oz Au)
King	Indicated	Long Hole > 2.65	111,300	8.61	30,800
		Cut and Fill > 3.10	5,900	13.45	2,600
	Inferred	Long Hole > 2.65	1,598,400	5.76	296,200
		Cut and Fill > 3.10	76,000	7.89	19,300
Bralorne	Inferred	Long Hole > 2.65	3,958,100	7.02	893,200
		Cut and Fill > 3.10	82,500	7.95	21,100
Pioneer	Inferred	Long Hole > 2.65	1,436,500	5.72	264,400
		Cut and Fill > 3.10	16,700	14.93	8,000
Charlotte	Inferred	Long Hole > 2.65	859,600	4.70	129,900
		Cut and Fill > 3.10	5,600	4.54	800
Total Indicated			117,300	8.85	33,400
Total Inferred			8,033,600	6.32	1,632,900

MRE Notes:

The independent and qualified persons, as defined by NI 43-101, are Carl Pelletier (P.Geo.), Vincent Nadeau-Benoit (P.Geo.) and Eric Lecomte (P.Eng.) of InnovExplo. The effective date of the 2023 MRE is January 20, 2023.
The mineral resources are not mineral reserves as they do not have demonstrated economic viability.
The MRE follows CIM Definition Standards (2014) and CIM MRMR Best Practice Guidelines (2019).
A total of 86 veins were modelled for the Bralorne, King, Charlotte and Pioneer deposits. Quartz vein core wireframes were modelled with a minimum thickness of 0.50 m. A brecciated alteration halo wireframe was modelled around each quartz vein core to produce two nested wireframes with a combined minimum total true thickness of 1.2 m.
High-grade capping, supported by statistical analysis, was applied to composited data inside the high-grade quartz veins for Pioneer (1.4 m) at 100 g/t Au, Bralorne (1.4 m) at 100 g/t Au, Charlotte (1.0 m) at 31 g/t Au and King (1.2 m) at 110 g/t Au for the drill hole samples and 400 g/t Au for the underground samples. High-grade capping was applied to composited data inside the brecciated alteration halo for Pioneer (1.4 m) at 6.4 g/t Au, Bralorne (1.2 m) at 9.5 g/t Au, Charlotte (1.2 m) at 5.2 g/t Au and King (1.0 m) at 7.5 g/t Au. Compositing was completed using the grade of the adjacent material when assayed or a value of zero when not assayed.
The mineral resources for the Bralorne deposit were estimated using Datamine StudioTM RM 1.9.36.0 using hard boundaries on composited assays. The ID2 method was used to interpolate a sub-blocked model (parent block size = 5 m x 5 m x 5 m).
Indicated mineral resources were defined for blocks inside geological resource solids within 20 m of an underground chip sample (King only). Inferred mineral resources were defined for blocks inside geological resource solids within 50 m of a composite for the King and Charlotte domains and within 60 m of a composite for the Bralorne and Pioneer domains.
Supported by measurements, density values ranging from 2.65 to 2.69 g/cm3 were established for the high-grade quartz veins and from 2.69 to 2.75 g/cm3 for the brecciated alteration halos. Historical underground infrastructure and underground mined volumes plus 5-m buffers were assigned a density value of 0 g/cm3.
The ‘reasonable prospects for eventual economic extraction’ standard is met by having used reasonable cut-off grades for underground scenarios, a minimum mining width and constraining volumes (Deswik shapes). The estimate is reported for a potential underground scenario at cut-off grades of 2.65 g/t Au (long hole stoping) and 3.10 g/t Au (cut and fill). The estimate was calculated using a gold price of US$1,650 per ounce, a USD:CAD exchange rate of 1.30, a mining cost of $97.66/t (long hole stoping) or $126.09/t (cut and fill), transport cost of $7.00/t, environment and G&A cost of $23.00/t, rehabilitation cost of $3.75/t, and processing cost of $32.00/t. The cut-off grades should be re-evaluated in light of future prevailing market conditions (metal prices, exchange rate, mining cost, etc.).
Ounce troy is metric tons multiplied by grade (g/t) and divided by the constant of 31.10348. The number of tonnes and ounces has been rounded to the nearest thousand. Any discrepancy in the totals is due to rounding effects. Rounding followed the recommendations of NI 43-101.
The qualified persons are not aware of any problem related to the environment, permits or mining titles, or related to legal, fiscal, socio-political, commercial issues, or any other relevant factor not mentioned in this Technical Report that could have a significant impact on the 2023 MRE.

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1.7.1 Interpretation and Conclusions

The QPs believe that the information presented in this report provides a fair and accurate picture of the Project's potential. Underground mining infrastructure is still present at the site and could facilitate the transition to a more advanced exploration stage.

The authors conclude the following:

The database supporting the 2023 MRE is complete, valid and up to date.
The geological and grade continuity of gold mineralization of the Bralorne Deposit is demonstrated and supported by historical past production, underground exposures and dense drilling.
The Bralorne Gold Project mineralization consists of quartz-gold veins forming an en-echelon array. From these quartz-gold veins, 112 high-grade quartz vein bodies were modelled as high-grade subsets, themselves grouped into four domains: King, Charlotte, Bralorne and Pioneer.
The 2023 MRE was prepared for a potential underground scenario at a cut-off grade of 2.65 g/t Au using longhole stoping where the dip of high-grade quartz vein bodies is greater or equal to 43° and 3.10 g/t Au using cut and fill stoping where the dip of high-grade quartz vein bodies is lower than 43°.
The 2023 MRE consists of:
117,300 tonnes at an average grade of 8.85 g/t Au for 33,400 ounces of gold in the Indicated category and;
8,033,600 tonnes at an average grade of 6.32 g/t Au for 1,632,900 ounces of gold in the Inferred category.

1.7.2 Recommendations

Based on the results of the 2023 MRE, the QPs recommend advancing the Project to an advanced phase of exploration. The QPs also recommend continuing the property-scale exploration program.

A two-phase work program is recommended, where Phase 2 is conditional upon the positive conclusions of Phase 1.

In Phase 1, the QPs recommend completing exploration work on the project, infill drilling and, update the 2023 MRE:

Infill drilling to potentially convert inferred mineral resources to the indicated category in the currently defined high-grade quartz vein bodies;
Exploration drilling of the veins of the Bralorne deposit at depth and laterally using 50 m step-outs to potentially increase the bulk of the inferred mineral resources down to a depth of around 700 m;
Regional exploration drilling: follow-ups on isolated intersections, surface geochemical anomalies, geophysical anomalies and geological and structural trends;
Initiate engineering studies: mineral processing and mine plan design (for BK Test Mining);
Update the 2023 MRE using drill results completed in Phase 1 and preliminary results from the engineering studies to refine the optimization and cut-off grade parameters; and
In support to the MRE update, complete an updated NI 43-101 Technical Report.

In Phase 2, the QPs recommend continuing exploration work on the project, complete small scale test mining and, update the 2023 MRE:

Continue exploration drilling of the veins of the Bralorne deposit;
Complete small scale test mining at the BK Mine (King);
Update the MRE and use the results of this updated MRE and studies as a basis for a Preliminary Economic Assessment (“PEA”); and
In support to the PEA study, complete an updated NI 43-101 Technical Report.

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Another general technical recommendation would be to review the historical drill holes that weren’t included in the 2023 MRE, assess what needs to be done with the QPs (i.e. complete confirmation drill holes and/or quarter split resampling) to bring those drill holes, if deemed possible and based on the results of the tests, to meet the requirements to be included in further MRE updates.

The QPs have prepared a cost estimate for the recommended two-phase work program to serve as a guideline. The budget for the proposed program is presented in the table below. Expenditures for Phase 1 are estimated at C$22,091,500 (incl. 15% for contingencies). Expenditures for Phase 2 are estimated at C$24,150,00 (incl. 15% for contingencies). The grand total is C$46,421,500 (incl. 15% for contingencies). Phase 2 is contingent upon the success of Phase 1.

Estimated costs for the recommended work program

Phase 1	Work Program	Description	Budget Cost
1.1	Infill drilling existing MRE	22,000 m	$ 8,800,000	"
1.2	Exploration drilling to define new inferred mineral resources to 700 m	20,000 m	$ 8,000,000
1.3	Regional exploration drilling	5,000 m	$ 2,000,000
1.4	Update MRE		$ 200,000
1.5	Mine Plan Design - BK Test Mining (King)		$ 150,000
1.6	Mineral Processing Study		$ 60,000
	Subtotal		$ 19,210,000
	Contingency	15%	$ 2,881,500
	Phase 1 subtotal		$ 22,091,500
Phase 2	Work Program	Description	Budget Cost
2.1	Small Scale Test Mining - BK Mine (King) – Contingent on positive results of Phase 1 (items 1.1, 1.5 and 1.6)	2,000 m	$ 12,000,000
2.2	Exploration drilling to define new inferred mineral resources – Contingent on positive results of Phase 1 (items 1.2 and 1.3)	20,000 m	$ 8,000,000
2.3	Preliminary Economic Assessment – Contingent on positive results of Phase 1 (items 1.4, 1.5 and 1.6)		$ 1,000,000
	Subtotal		$ 21,000,000
	Contingency	15%	$ 3,150,000
	Phase 2 subtotal		$ 24,150,000
	TOTAL (Phase 1 and Phase 2)		$ 46,241,500

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Figures 1 and 2 below are long section and plan views of the 2023 MRE.

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Exploration

Since the Acquisition, in early 2020 and through 2020, 2021 and 2022, Talisker implemented a clearly defined dualfocused exploration strategy that focused first on exploring and defining a bulk-tonnage inferred mineral resource within 350m from surface above the historic King, Bralorne and Pioneer Mines and second drilling out inferred resource on high grade veins between 350m to 750m from surface, targeting well-constrained vein wireframes developed utilizing historic exploration drift assays and level plan mapping.

Throughout 2022, the Company announced multiple high grade results from its drill program that commenced in 2020. Talisker's drilling to date has produced 409 vein intersections with a combined weighted average diluted grade of 9.48 g/t Au over an average intersection of 1.72 metres. Major vein structures intersected are considered classic Bralorne crack-seal quartz-carbonate veins with densely banded sulphide septae. Crack-seal septae host fine-grained arsenopyrite and pyrite mineralization. Alteration halos consist of strong silica-sericite±mariposite alteration halos. All reported drill assay results are available on the Company’s website and details on the drill program including assay results are included in the Company's press releases.

In early 2022, the Company announced the initiation of engagement, engineering and permitting for expanded mine development and production at the Bralorne Gold Project. Work to update Bralorne’s underground mine plan to support an increase in production to a proposed 1,500 tonnes per day. This expanded production would come from within the existing permitted mine boundary and take advantage of both underground and surface infrastructure already in place at the site. Material extracted from this expanded production rate is proposed to initially be hauled offsite for processing at one of the nearby permitted custom milling facilities in the Province of British Columbia. The Company also initiated discussions with the BC Ministry of Energy, Mines and Low Carbon Innovation (EMLI) on steps to complete a permit amendment process for the existing Mine Permit to support the proposed expanded mine production.

The Company believes that exploration potential exists as proximal extensions of currently defined mineralized zones, laterally and at depth, and may yield somewhere between 2.0 and 2.5 million tonnes at grades between 6.0 and 9.0 g/t gold for 400,000 – 700,000 ounces gold (see Figure 3 and 4). This exploration potential is supported by the drill hole and channel sample data used for the 2023 MRE at drill hole spacings greater than the inferred category of mineral resources. These targets are not mineral resource estimates, potential quantity and grade is conceptual in nature. There has been insufficient exploration to define a mineral resource, and it is uncertain if further exploration will result in the exploration targets being delineated as a mineral resource.

There are 23 veins with one or more conceptual targets that have been identified based on non-compliant historic data. Non-compliant data does not meet the CIM requirements for the NI 43-101 standards of disclosure and may include assays from a lab that is not ISO certified, or drill holes without downhole survey data. These conceptual targets have not yet been drill tested by the Company.

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Figure 3: Long section view of exploration potential outlined in the 2023 MRE.

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Figure 4: Plan view of exploration potential outlined in the 2023 MRE.

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Figure 5: Cross section showing downdip vein continuity at the Bralorne Gold Project.

In conjunction with recommendations provided by the QP’s for the 2023 MRE, the Company in advancing exploration in two phases. Phase 1 includes:

Approximately 22,000 m of infill drilling to potentially convert inferred mineral resources to the indicated category in the currently defined high-grade quartz vein bodies;
Approximately 20,000 m of exploration drilling within the current footprint of the 2023 MRE focusing on discovering new veins and expanding known veins at depth and laterally using 50 m step-outs to potentially increase the bulk of the inferred mineral resources down to a depth of around 700 m.
Approximately 5,000 m of regional exploration drilling outside of the 2023 MRE footprint, following up on isolated intersections, surface geochemical anomalies, geophysical anomalies and geological and structural trends.
Initiate engineering studies: mineral processing and mine plan design (for BK Test Mining).
Update the 2023 MRE using drill results completed in Phase 1 and preliminary results from the engineering studies to refine the optimization and cut-off grade parameters.
In support to the MRE update, complete an updated NI 43-101 Technical Report.

Phase 1 commenced on September 30, 2022. To date, 3,199 m of the proposed 20,000 m of exploration drilling has been completed in five diamond drill holes, resulting in $1,795,652 all-in-cost expenditures. Engineering design for the preliminary mine plan is also in progress and has incurred $100,872 in expenditures. The Company anticipates Phase 1 is anticipated to be completed in October 2024, subject to financing.

Subject to financing, and dependent on the results of Phase 1, Phase 2 includes:

Approximately 20,000 m of exploration drilling to define new veins and potentially increase the inferred mineral resource of the Bralorne deposit.
Complete small scale test mining at the BK Mine (King).
Update the Bralorne MRE and use the results of this updated MRE and engineering studies as a basis for a

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Preliminary Economic Assessment (“PEA”).

In support to the PEA study, complete an updated NI 43-101 Technical Report.

Phase 2 is anticipated to commence in the fall of 2024 and be completed in the fall of 2026.

The two-phase work program that is outlined in the Technical Report (see 1.7.2 on page 22 of this AIF) estimates expenditures for Phase 1 of C$22,091,500 (including 15% for contingencies). Dependent on the results of Phase 1, expenditures for Phase 2 are estimated at C$24,150,00 (including 15% for contingencies).

4.3 Other Properties

The Company’s other properties and the status of exploration are shown in the map below.

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a) Ladner Gold Project

Located in southern British Columbia, the Ladner Gold Project is comprised of mineral claims over an area of approximately 28 by 5 kilometres (14,580 hectares) covering the northern part of the Coquihalla Gold Belt. The property is accessible by the Coquihalla Highway, with the former Carolin Gold Mine located approximately 6 kilometres from the Coquihalla Highway. The Ladner Gold Project has excellent infrastructure and an existing mine permit (1,300 tonnes per day), tailings storage facility, mine site and mill site. New Carolin’s most recent technical report titled “Technical Report on the Ladner Gold Project, British Columbia” with an effective date of May 29, 2015 (the “Ladner Gold Technical Report”) provides for a combined total of 691,540 inferred ounces of gold (including 12,132,000 tonnes grading 1.53 g/t gold for 607,000 oz at the Carolin Mine, 3,575,000 tonnes grading 0.69 g/t gold for 79,540 oz at the McMaster Zone, and 93,000 tons grading 0.053 oz/ton for 5,000 oz at the Tailings deposit). Key assumptions, parameters, and methods used to prepare the mineral resource estimate are disclosed in the Ladner Gold Technical Report, which is available under New Carolin’s issuer profile at www.sedar.com.

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More recent exploration results include a 2018 drill hole (18NC10) that intersected 93m averaging 1.39 g/t gold, including 7m of 5.75 g/t gold. Historic exploration drill results at the Carolin Mine were highlighted by 17.05 g/t Au over 10m (hole 716-6), 10.85 g/t Au over 21.4m (hole 600-3) and 4.97 g/t Au over 62.3m (hole IU-37).

In 2022, the Company compiled, reviewed, and interpreted historic geological, geochemical, and geophysical data from historic exploration programs to aid in targeting and exploration across the Ladner Gold Project. In 2023, Talisker plans to undertake soil sampling, detailed geologic mapping, and target generation.

b) Spences Bridge Gold Project

The Spences Bridge Gold Project is a Regional Program that consists of a 201,163 Ha (135 claims) land package covering ~85% of the Spences Bridge Gold Belt in southern British Columbia and comprises the Company’s Spences Bridge and Blustry Mountain claims as shown in the following map. Since the Company’s acquisition of the Spences Bridge Gold Project in April 2019, the Company has been actively involved in negotiations with small third party claim holders with a view to fully consolidating the belt.

In connection with the acquisition, the Company assumed a strategic alliance that Sable Resources Ltd. had entered into with Westhaven Ventures Inc. (“Westhaven”) which owns the Shovelnose Project, Prospect Valley, Skoonka and Skoonka North properties that are contiguous to the Company’s claims. The strategic alliance provides for an agreement whereby any ground staked within 5 km of Westhaven’s existing projects will be subject to a 2.5% net smelter royalty. Additionally, Westhaven has a 30 day right of first refusal for any properties within the same 5 km radius.

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In 2019, Talisker undertook a regional stream sediment and geological reconnaissance program for the Spences Bridge land package comprising a collection of 4,500 stream samples. Sediment samples taken from the 80 mesh silt fraction (177μm) from first and select second order drainages were analyzed for gold, multi-element and vapor phase elements known as pathfinders for upper level epithermal systems. In parallel to the regional geochemistry program, a detailed Phase 2 program consisting of alteration and geological mapping, soil and rock chip sampling and in some cases geophysics was conducted over selected anomalies identified in the Phase 1 program, as well as from previously identified government mineral file occurrences and historic anomalies identified in assessment reporting.

The regional stream sediment program included the review of 2,186 planned sample sites with 1,358 stream sediment samples collected and 828 planned sample sites being discarded due to either insufficient drainage incision, poor stream channel development, insufficient sediment material or overwhelming input from colluvial media. Geostatistical analysis of assay results identified 23 anomalous basins within the 98[th] percentile defined by values above 37.5ppb 32 ppb Au and a total of 10 basins were identified as highly anomalous with values above 100ppb Au (0.1g/t) to a maximum returned value of 315ppb Au (0.315 g/t). Mean sediment background value (50[th] percentile) was identified as 1ppb Au. The Company also defined eight multi-basin areas anomalous in gold and epithermal pathfinder elements and Phase 2 soil sampling, detailed mapping and geophysics were initiated on these areas.

In 2020, the Company continued its greenfields exploration program at its Spences Bridge and Remington Gold Projects.

On October 27, 2020, the Company provided an update on the 2020 field season that was undertaken by a team of 20 geologists. The comprehensive geochemical program conducted over two field seasons collected 6,020 soil samples, 273 stream samples, 529 rock samples and 23 talus fine samples and 1:5000 scale geological and reconnaissance mapping was undertaken over three properties - Spences Bridge, Golden Hornet and Remington projects. A total of 3,382 soil samples, 227 rock samples, 124 steam sediment samples, and 21 talus fine samples were collected during the 2020 field program. Updated Phase 1 results for the Spence Bridge Gold Project since inception include 13 basins greater than 100ppn Au, 27 basins greater than 40.9ppb (98[th] percentile) to a maximum value of 0.627ppm Au (0.627g/t Au). Detailed geologic mapping took place over seven of the prospect areas developed in 2019.

The collection of 124 stream sediment samples on the northern third of the Spences Bridge Project tenure returned two multi-basin, multi-element prospects (Falcon and Cobra) as well as nine single basin anomalies, including Nova and Cyclone and others that require follow-up.

The completion of the Company’s phase 1 program over the entirety of the Spences Bridge Gold Project generated 13 prospects including the discovery of outcropping, epithermal-style quartz veins at four prospects, Nova and Cyclone, where no historic work has previously been reported. The Company notes that these new vein systems are not yet fully understood, however with only five kilometres separating the Nova and Cyclone targets, there is the potential for an extensive epithermal system.

The following map highlights the main prospect areas that the Company is pursuing and the exploration stage status.

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Cyclone and Nova

The Cyclone and Nova prospects were discovered through follow-up work on Phase 1 exploration from the 2019 field season. Both prospects are highlighted by two newly discovered low-sulphidation epithermal systems associated with anomalous stream-sediment samples. The Company notes that no previous work has been reported at either prospect. Scale mapping (1:5000) with upper-level epithermal rock textures identified and preliminary assays returning pathfinder and rock-chip samples are currently awaiting assaying at the lab (see Figure 2a). While the extent of these vein systems is not yet fully understood, Talisker notes that only 5 kilometres separates the Nova and Cyclone target areas, illustrating the potential for an extensive epithermal system. The Company has initiated permitting for the purpose of diamond drilling on the Nova target and anticipates receiving approval in mid 2023.

Falcon, Cobra and Dora

Results from the 3,382 soil samples collected earlier in the 2020 field season at the Falcon and Cobra prospects both yielded gold-in-soil geochemical anomalies that were followed up with mapping and prospecting. The Falcon soil geochemistry survey yielded a robust 1500m x 600m, northwest trending coincident gold (including pathfinder elements) anomaly associated with a silica-clay altered rhyolite dome hosting colloform and chalcedonic quartz veins consistent with low-sulphidation epithermal systems (Figure 2A, 2B). Mapping was completed at the Dora prospect, where several linear-trending gold-in-soil anomalies coincident with gold mineralized rhyolitic dykes of 1 to 6 g/t gold were defined and identified last year. Meanwhile, results from the soil survey at Cobra defined an 1,800m x 600m multi-element anomaly including gold and pathfinder elements consistent with skarn systems. Given epithermal and skarn-type systems require different approaches to exploration, Talisker is assessing its exploration strategy for all three prospects which will be drill ready once geophysical surveys have been completed.

Blustry Mountain Property

The Blustry Mountain property is located in southern British Columbia near Lytton and consists of four mineral claims comprising 471.5 Ha. The Blustry Mountain claims were acquired as part of Talisker’s Spences Bridge Gold Project consolidation plan. Exploration will consist of mapping and sampling via helicopter access, with the goal of defining the footprint of alteration and mineralization within the Blustry Mountain main zone.

No work was undertaken in 2022 and there is no current exploration budget for the 2023 field season.

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c) Lola Property

The Lola property is located in southern British Columbia near Lillooet and consists of four mineral claims that encompass an area of 4,949 Ha. The Lola claims cover historical Hg geochemical and surround two historical Hg showings known as Golden Eagle located on the northeast side of the Yalakom River, and Red Eagle located on the southwest side. Most of the historical exploration activity that was conducted at the Golden Eagle where minor amounts of mercury ore were mined in the 1940’s decade. Assessment reports show the presence of Ag, As, Sb, and Au trace anomalies associated with the mercury mineralization.

The geology is dominated by sediments including sandstones, limestones and minor siltstones; mafic volcanic rocks are also present interbedded within the sediments. Although ultramafic rocks are reported to be localized slivers within the fault zones, that situation is not easily identifiable in the field; multiple outcrops of olivine and pyroxene bearing rocks, sometimes serpentinized were observed and it is not clear if they are intrusive or extrusive or what their actual geometry or stratigraphic position is. The main alteration around the showings and along structures is ankerite, accompanied by silica, which forms irregular zones of opal at the Golden Eagle and more formal veins and breccias at the Red Eagle and new alteration zones observed west of it. Pyrite was mostly observed at the Golden Eagle, especially associated to small shear zones within shale horizons and it is absent or trace on the west side of the river. Barite and fluorite were observed in several of the new structures found west of Red Eagle. Cr micas are common within the ankerite-silica zones. Calcite is abundant and present within and out of the structures. Lola structures show characteristics of LS-IS epithermal environment outcropping at a high level above “bonanza” level. It shows good structural continuity and strong alteration intensity.

In 2019, the Company’s soil sampling program collected 316 samples out of a proposed 1,387. Weakly anomalous gold was detected, however the structure was mainly highlighted by elevated pathfinder elements Ag, Ba, Cu, Hg and Sb. Historical data shows a strong geochemical signature of epithermal pathfinders Hg, Sb and Ag, typical of high level (above potential “bonanza” zone) epithermal systems.

In 2021, a total of 771 soil samples were collected. These samples were designed to cover the main NE-SW trending ankerite-silica alteration zones first identified by mapping during the 2019 field season. The ankerite-silica zones are coincident with upper level epithermal textures associated with strongly anomalous mercury values noted at the Red Eagle mineral showing.

No work was undertaken in 2022 and there is no current exploration budget for the 2023 field season.

d) Remington Property

The Remington property is located in central British Columbia, north of Lillooet and consists of 22 mineral claims that encompass an area of 33,839 Ha. The reported showings within the Remington claims can be subdivided in three groups a group of Hg, Sb, W showings located on the southwest extreme of the block, which include Paul, Bri, MugWump, Noaxe Creek, Tungsten King, and Tungsten Queen. All these showings are associated with a regional north northwest fault zone that controls the Relay and Tyaughton creeks valleys; abundant ankerite, calcite, fuchsite with minor opaline silica and occasional pyrite is common along the valley and more intense close to the showings. A second group of showings is located at the southeast corner of the claim block, around Liza Lake, oriented in west northwest direction. These showings are described as magnesite occurrences with Hg, and Sb. Ankerite, calcite, fuchsite, opaline silica, and minor barite are present in small veinlets and patches. Small and irregular milky quartz veins of orogenic style with local crack and seal textures and minor amounts of pyrite and chalcopyrite are hosted within the same fault zone. The coexistence of low temperature opaline silica and high temperature crystalline quartz shows a clear overprinting of two different hydrothermal events. There are also two isolated showings at Big Sheep located at the central eastern part of the block and at the most northwest extreme of the block. Big Sheep is a large alteration zone easily identifiable in the field and also on satellite images where soil and talus anomalies reach up to 1.7 ppm Au with high values of Ag, As, Te.

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The Remington property is in an emerging gold belt prospective for low-intermediate sulphidation systems and mesothermal gold systems located north of the historic Bralorne Gold Camp. Staked as part of the Spences Bridge Gold Project consolidation in advance of the Bralorne acquisition, the Remington Property is located in central British Columbia near the town of Goldbridge. The property has not been systematically mapped and has been never drilled. The Company is exploring the Remington property as a separate project with the same systematic greenfields exploration strategy with the purpose of generating a prospect pipeline for the Bralorne Gold Project.

In the fall of 2019, the same systematic phase based exploration program as conducted on the Spences Bridge Project was initiated, 220 stream sediment samples and 71 rock samples were collected using a team of 16 field geologists based out of Goldbridge, BC over a 25 day program.

Follow-up, detailed geologic mapping, and grid-based soil geochemistry surveys will be undertaken. No work was undertaken in 2022 and there is no current exploration budget for the 2023 field season.

e) Big Sheep Property

The Big Sheep property is located in southern British Columbia approximately 20 km north of Goldbridge, BC and consists of two mineral claims comprising 162.6 Ha. The Big Sheep property sits within the overall Remington tenure block. The area is transected by the northwest-trending Yalakom fault and underlain by Mesozoic and Tertiary rocks that host epithermal to mesothermal gold occurrences, fault-related mercury and antimony showings and low grade porphyry deposits.

Lower Cretaceous Taylor Creek rocks range from the Paradise Formation, a siltstone, sandstone, conglomerate unit, through the Dash chert pebble conglomerate, to the Lizard Formation shale and muscovite-rich arkosic sandstones. Upper Cretaceous rocks of the Battlement Ridge Group consist of the Silverquick Formation of dominantly pebble to cobble conglomerate, and the Powell Creek Formation of andesitic volcanic breccia, and related tuffs, flows and epiclastic rocks. Eocene rhyolitic to dacitic flows occur locally, and Miocene and/or Pliocene basalt flows cap high areas.

The region is cut by a northwest-trending system of strike-slip faults that was active in Late Cretaceous time. Northerly trending splays of the Relay Creek- Marshall Creek fault system connect with the Yalakom fault system to define a large-scale extensional duplex structure. This fault system steps across and bounds the northwestern margin of the Shulaps ultramafic complex at its southeastern end.

No work was completed on the Big Sheep property between 2020 and 2022. Detailed geologic mapping and rock sampling is the next stage of exploration for this project, however no work is planned for 2023.

f) Blue Jay Property

The Blue Jay claims consist of five claim blocks totaling 2,753 Ha and is located 30 minutes north of Rock Creek, British Columbia.

The known mineralization and historical soil anomalies at the Blue Jay property are concentrated at the eastern flank of a NW regional structure which runs along the Crouse Creek valley. This regional fault zone is the contact between a diorite stock on the east and a monzonitic stock on the west. At least three different phases of diorites were observed within the mentioned dioritic stock; the host rock of these diorites is a sedimentary/volcanic sequence that includes siltstone, sandstone, and fine-grained tuffs which have been strongly recrystallized and transformed into silica- chlorite-epidote hornfels. Mineralization consists of dissemination and veinlets of pyrite, pyrrhotite, and arsenopyrite within the hornfels and locally within the diorites close to the contacts with the host rock. Soil anomalies match perfectly with outcrops of hornfels containing the mentioned sulfides.

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The soil profile is poorly developed, and talus and outcrop are widely present, and it is expected for the soil samples to have very similar values to the actual rock. The partial or total oxidation of sulfides in the hornfels increases the magnitude of the anomaly. The 2004 drilling results show that the few anomalous intercepts are always associated with mineralized hornfels whereas the diorite is normally barren or has values lower than 100 ppb Au. During a oneday visit to the project in June, four samples were collected, one of them in highly oxidized hornfels returning only 100 ppb Au. Minor zones of marble were observed as result of recrystallization of calcareous horizons within the sequence, garnet alteration was found in very localized floats suggesting higher temperature, but no strong evidences of skarn mineralization were observed. On the same way, certain features associated with porphyry style mineralization such as weak K-Feldspar or biotite alteration; early quartz veinlets; were found mostly in floats at very restricted areas with no indications of a solid porphyry system been formed.

In 2019, the Company undertook limited geological reconnaissance on the Blue Jay property and no exploration work took place in 2020. In 2021, the Company initiated an airborne geophysical survey over the entirety of the Golden Hornet Option as well as the contiguous Blue Jay tenure along E-W trending lines at 100m spacing. Results from the survey will be utilized to assist with drill target locations.

No work was completed on the Blue Jay property in 2022 and no work is planned for 2023.

g) SC Property

The SC property consists of one claim block comprising 166.24 hectares contiguous to the Dora-Merritt option (the “Dora Project”). The SC property contains a large gold in soil anomaly directly above a mapped rhyolitic body hosted within the Spences Bridge Volcanics. The historical trenches exposed strongly silicified rhyolite, hosting stockwork banded low-sulphidation veins and anomalous values up to 1.7 g/t Au. The SC property extends the geochemical anomaly present at the Dora Project which includes historical rock samples as high as 7.68 g/t Au and represents an additional target within the Dora Project.

Talisker has included the SC property in the Dora Project drill permit.

h) Tulox Property

The Tulox property is located in south-central British Columbia near Kamloops, British Columbia and consists of two contiguous mineral claims that encompass an area of 2,387 hectares. In 2022, the Company allowed the Tulox Property mineral claims to lapse, re-staking a smaller area along strike of the known gold anomaly. Mineralization in the Tulox area occurs along the contact of the intrusive and is interpreted to be hosted within a series of felsic dykes. A robust soil anomaly is defined north-west, along strike, of the Tulox Property by numerous multi-line, multi-station values above 80ppb and is coincident with the contact of two felsic intrusive bodies, distinguished by differing Thorium-Potassium gamma ray spectrometer signatures. Drilling undertaken by Sable Resources Ltd. in 2018 identified a low grade gold system two kilometres north of the Tulox property, hosted within a series of mafic dykes located along a northwest trending contact between two polyphase early Jurassic intrusives.

No work was completed on the Tulox property in 2022 and no work is planned for 2023.

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4.4 Property Option Agreements

Dora-Merritt Property Option

On May 31, 2019, Talisker entered into a purchase agreement for the Dora Project which encompasses six mineral claims, totaling 374.05 Ha, and provides the Company with an option to acquire 100% of the Dora-Merritt property mineral claims which are contiguous to the Company’s Spences Bridge Gold Project.

Under the term of the option agreement, Talisker paid $10,000 in cash and has agreed to pay $10,000 and 50,000 common shares of Talisker on May 31, 2020 (paid), and May 31, 2021 (paid); $20,000 and 50,000 common shares of Talisker on May 31, 2022 (paid); $50,000 and 150,000 common shares of Talisker on May 31, 2023; and to spend a minimum of $50,000 per year over five years. The option agreement is also subject to a share bonus of one common share per ounce of gold equivalent in the inferred or greater category to a maximum of 250,000 common shares and a 2% NSR. Talisker has the right to purchase 50% of the NSR for $1 million.

The Dora Project is located 23 km southwest of Merritt. Historical soil samples identified a N-S trending strongly silicified rhyolite dome with stockwork of chalcedonic silica veins. Historical trench samples over the rhyolite identified multiple zones of mineralization with local gold values up to 7.8 g/t associated with silica veining. Soil sampling was completed in October 2019 on east-west trending lines with 50m spaced samples and 100m spaced lines for a total of 747 samples. Spacing was 50 metres on the east-west line, 100 metres on the north-south line covering the entirety of the claim group. Detailed mapping of the Dora-Merritt property was completed in early August 2019 and further followed up in June 2020 and outlined two more prospective rhyolite units. Gold in soil anomalies is coincident with the outcropping expression of silica altered rhyolite units for a strike length of 800m. A ground magnetic survey was completed in late October 2019 along east-west trending lines at 100m spacing identifying magnetic lows coincident with both the outcropping rhyolite units as well as gold in soil anomalies.

The Company initiated drill permitting and received approval early March 2021 for a planned 3,350 metre diamond drill program in 13 proposed drill holes. The drill program is designed to test the 1,000 metre strike extend of the main zone of outcropping altered rhyolite dike hosting low-sulphidation epithermal veins, as well the outboard Ryholite, Snake, and SC zones.

In 2022, the Company completed a cultural heritage field study on the Dora project and plans to initiate a diamond drilling program in 2023.

Golden Hornet Property Option

On January 28, 2020, the Company entered into an option agreement for the Golden Hornet property further expanding the Company’s land position in the Blue Jay property. The Golden Hornet property comprises 13 mineral claims encompassing 2,206.03 Ha that are contiguous to the Company’s existing Blue Jay property.

Under the term of the option agreement, Talisker can acquire 100% of the Golden Hornet property in exchange for payments totaling $145,000 in cash and 575,000 common shares, payable as to $10,000 cash on signing and 50,000 common shares (paid) , $10,000 in cash and 50,000 common shares on the first anniversary (paid) , $25,000 cash and 75,000 common shares on the second anniversary (paid) , $50,000 cash and 150,000 common shares on the third anniversary (paid) , and $50,000 cash and 250,000 common shares on the fourth anniversary (due January 2024) and to expend $60,000 per year over four years (expenditure commitments exceeded) . The option agreement is also subject to a share bonus of one common share per ounce of gold equivalent in the inferred or greater category to a maximum of 200,000 common shares and a 2% NSR. Talisker has the right to purchase 100% of the NSR for $1 million.

Previous work on the Golden Hornet property consisted of a NW trending sheet vein system with trench sample intercepts of 21.1g/t gold over 5.1 meters and 4.17 g/t gold over 14 meters. Confirmation grab sampling of the veins returned values of 26.1g/t and 12g/t gold. Talisker notes that these selected samples are not necessarily

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representative of the mineralization hosted on the Golden Hornet property. Limited drilling has been completed on the Golden Hornet property.

On September 30, 2020, the Company staked five strategic claims totaling 105 hectares adjacent to the Golden Hornet property option and on October 27, 2020, the Company announced that the 2020 field season included a soil geochemical survey, geological mapping and rock-chip sampling. Preliminary rock-chip assay results from outcropping quartz veins returned values up to 26 g/t gold, reflecting the historic trench samples of up to 30 g/t gold associated with massive sulphide and sheeted quartz veins.

On October 27, 2020, the Company provided an update on the 2020 field season indicating that a total of 2,638 soil samples and 255 rock samples were collected during the 2020 program. The soil geochemical program yielded a 2,100 x 600m gold in soil anomaly trending north-northwest, paralleling the mapped contact of the altered crowded feldspar diorite and the basement hornfels sediments. Rock samples of silica-pyrite-arsenopyrite veins and fracture fills returned anomalous gold values up to 28.6 g/t. Talisker initiated an airborne geophysical survey over the entirety of the Golden Hornet property as well as the contiguous Blue Jay tenure along east-west trending lines at 100 metre spacing and the Company submitted a drill permitting application.

On January 26, 2021, the Company announced the results of the systematic rock and soil sampling program conducted during the 2020 field season indicating that 210 rock samples validate high grade historic channel samples of 27.0 g/t over 2.0m and 22.1 g/t over 5.2m and defined a robust 2.8 km x 1.3 km multi-line, multi-station gold anomaly. Four main mineralized outcropping vein zones (Main Hornet Zone, Iron Canyon Zone, Montana Zone and Idaho Zone – see map below) were also defined including three newly discovered outcropping vein zones that extend known historic mineralization, including the Polymetallic Montana Zone which returned up to 14.05 g/t Au, 7.84% Zn, 1.8% Cu and 4.4% Pb.

Talisker initiated and received permitting for the purpose of diamond drilling on the Golden Hornet Project. On July 5, 2021, the Company initiated its planned 5,000 metre drill program. The drill program was completed on September 26, 2021 with 14 diamond drill holes collared off of 12 sites for a total of 4,850 metres. 10 holes were designed to test high grade mineralized structures and bulk tonnage potential of the “Hornet Zone” while four holes were collared 700 metres to the NE to test the extension of the geochemical anomaly.

On January 19, 2022, the Company announced results from the first four holes drilled including the discovery of high grade fault controlled quartzsulphide breccias and veins, highlighted by 8.88 g/t Au, 0.42% Cu and 14.99 g/t Ag over 5.1 metres within a broader zone of 2.59 g/t Au over 21.5 metres in GH-DDH-21-004 amongst other results.

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Full assay results of the drill core have been received from the laboratory. In 2022, the Company continued to model the potential for an economic deposit on the Golden Hornet project, which included full interpretation of geological, mineralogical, geochemical, and geophysical results from the 2020 and 2021 field programs. There is currently no exploration budget for the Golden Hornet Project in 2023.

Barnato Prospect

Three kilometres north of the Golden Hornet Project, the Barnato prospect, owned 100% by Talisker, comprises several quartz-sulphide veins with disseminated and fracture filled sulphide zones over a 500 x 200 metre wide area with the potential to extend vein zones to 1,000 metres along strike. All observed veins are hosted within a diorite body intruding into hornfels metasediments. Alteration assemblages at Barnato resemble those observed at the Hornet Zone which includes proximal strong sericite-pyrite alteration proximal to veins with a distal chlorite-epidote assemblage. Veins trend NE-E at Barnato which is a significant contrast from N- NE trending veins at the Hornet Zone. Barnato presents a new zone in addition to multiple zones observed in the initial soil program initiated by Talisker in 2021. Gold grades at Barnato are considerably higher than those observed at the Hornet Zone in addition to low grade gold mineralization associated with disseminated sulphide and interstitial fracture veinlets further elucidating bulktonnage potential at Barnato.

In 2021, the Company collected 16 rock samples and completed a detailed geological mapping program across the Barnato tenure. Full geochemical results have been received from the laboratory. Rock samples of silica-pyritearsenopyrite veins and fracture fills returned anomalous gold values up to 63.53 g/t Au.

No work was completed on the Blue Jay property in 2022 and no work is planned for 2023.

5. RISK FACTORS

The Company’s business, being the acquisition, exploration, and development of mineral properties in Canada, is speculative and involves a high degree of risk. The risk factors listed below could materially affect the Company's financial condition and/or future operating results, and could cause actual events to differ materially from those described in forward-looking statements made by or relating to the Company.

Nature of Mineral Exploration and Mining

The Company’s future is dependent on its exploration and development programs. The exploration and development of mineral deposits involves significant financial risks over a prolonged period of time, which may not be eliminated even through a combination of careful evaluation, experience and knowledge. Few properties that are explored are ultimately developed into economically viable operating mines. Major expenditures on the Company’s exploration properties may be required to construct mining and processing facilities at a site, and it is possible that even preliminary due diligence will show adverse results, leading to the abandonment of projects. It is impossible to ensure that preliminary or full feasibility studies on the Company’s projects, or the current or proposed exploration programs on any of the properties in which the Company has exploration rights, will result in any profitable commercial mining operations. The Company cannot give any assurance that its current and future exploration activities will result in a discovery of mineral deposits containing mineral reserves.

Estimates of mineral resources and any potential determination as to whether a mineral deposit will be commercially viable can also be affected by such factors as: the particular attributes of the deposit, such as its size and grade; unusual or unexpected geological formations and metallurgy; proximity to infrastructure; financing costs; precious metal prices, which are highly volatile; and governmental regulations, including those relating to prices, taxes, royalties, infrastructure, land use, importing and exporting of metal concentrates, exchange controls and environmental protection. The effect of these factors cannot be accurately predicted, but the combination of any or all of these factors may result in the Company not receiving an adequate return on its invested capital or suffering material adverse effects to its business and financial condition. Exploration and development projects also face

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significant operational risks including but not limited to an inability to obtain access rights to properties, accidents, equipment breakdowns, labour disputes (including work stoppages and strikes), and other unanticipated interruptions.

Exploration, Development and Operations

The long term profitability of the Company’s operations will be in part directly related to the cost and success of its exploration programs, which may be affected by a number of factors, including the Company’s ability to extend the permitted term of exploration granted by the underlying concession contracts. Substantial expenditures are required to establish mineral reserves through drilling, to develop processes to extract the resources and, in the case of new properties, to develop the extraction and processing facilities and infrastructure at any site chosen for extraction. Although substantial benefits may be derived from the discovery of a major deposit, no assurance can be given that any such deposit will be commercially viable or that the funds required for development can be obtained on a timely basis.

Early Stage Status and Nature of Exploration

The term “mineral reserve(s)” cannot be used to describe any of the Company’s exploration properties due to the early stage of exploration at this time. Any reference to potential quantities and/or grade is conceptual in nature, as there has been insufficient exploration to define any mineral resource and it is uncertain if further exploration will result in the determination of any mineral resource. Any information, including quantities and/or grade, described in this AIF should not be interpreted as assurances of a potential mineral reserve, or of potential future mine life or of the viability or profitability of future operations.

Liquidity and Additional Financing

The Company’s ability to continue its business operations is dependent on management’s ability to secure additional financing. The Company's only source of liquidity is its cash and cash equivalent balances. Liquidity requirements are managed based upon forecasted cash flows to ensure that there is sufficient working capital to meet the Company’s obligations.

The advancement, exploration and development of the Company’s properties, including continuing exploration and development projects, and, if warranted, construction of mining facilities and the commencement of mining operations, will require substantial additional financing. As a result, the Company may be required to seek additional sources of equity financing in the near future. While the Company has been successful in raising such financing in the past, its ability to raise additional equity financing may be affected by numerous factors beyond its control including, but not limited to, adverse market conditions, commodity price changes and economic downturns. There can be no assurance that the Company will be successful in obtaining any additional financing required to continue its business operations and/or to maintain its property interests, or that such financing will be sufficient to meet the Company’s objectives or obtained on terms favourable to the Company. Failure to obtain sufficient financing as and when required may result in the delay or indefinite postponement of exploration and/or development on any or all of the Company’s properties, or even a loss of property interest, which would have a material adverse effect on the Company's business, financial condition and results of operations.

No Earnings and History of Losses

The business of developing and exploring resource properties involves a high degree of risk and, therefore, there is no assurance that current exploration programs will result in profitable operations. The Company has not determined whether any of its properties contains economically recoverable reserves of mineralized material and currently has not earned any revenue from its projects; therefore, the Company does not generate cash flow from its operations. There can be no assurance that significant additional losses will not occur in the future. The Company’s operating expenses and capital expenditures may increase in future years with advancing exploration, development and/or

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production from the Company’s properties. The Company does not expect to receive revenues from operations in the foreseeable future and expects to incur losses until such time as one or more of its properties enters into commercial production and generates sufficient revenue to fund continuing operations. There is no assurance that any of the Company’s properties will eventually enter commercial operation. There is also no assurance that new capital will become available, and if it is not, the Company may be forced to substantially curtail or cease operations.

Market Price of the Common Shares

The Company’s shares are listed on the TSX under the symbol “TSK” and the OTCQX® Best Market under the symbol “TSKFF”. The market price of securities of many companies, particularly exploration and development stage mining companies, experience wide fluctuations that are not necessarily related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that an active market for the common shares will be sustained, or that fluctuations in the price of the common shares will not occur. The market price of the common shares at any given point in time may not accurately reflect the Company’s long-term value. Securities class action litigation has often been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Volatility of Commodity Prices

The development of the Company’s properties is dependent on the future prices of minerals and metals. As well, should any of the Company’s properties eventually enter commercial production, the Company's profitability will be significantly affected by changes in the market prices of minerals and metals.

Precious metals prices are subject to volatile price movements, which can be material and occur over short periods of time and which are affected by numerous factors, all of which are beyond the Company’s control. Such factors include, but are not limited to, interest and exchange rates, inflation or deflation, fluctuations in the value of the U.S. dollar and foreign currencies, global and regional supply and demand, speculative trading, the costs of and levels of precious metals production, and political and economic conditions. Such external economic factors are in turn influenced by changes in international investment patterns, monetary systems, the strength of and confidence in the U.S. dollar (the currency in which the prices of precious metals are generally quoted), and political developments.

The effect of these factors on the prices of precious metals, and therefore the economic viability of any of the Company’s exploration projects, cannot be accurately determined. The prices of commodities have historically fluctuated widely, and future price declines could cause the development of (and any future commercial production from) the Company’s properties to be impracticable or uneconomical. As such, the Company may determine that it is not economically feasible to commence commercial production at some or all of its properties, which could have a material adverse impact on the Company’s financial performance and results of operations. In such a circumstance, the Company may also curtail or suspend some or all of its exploration activities.

Industry and Economic Factors Affecting the Company

The Company is a junior resource issuer focused primarily on the evaluation, exploration and development of mineral properties and potential acquisition of mineral properties in the future. The Company’s future performance is largely tied to the financial markets related to junior resource companies, which is often cyclical. The Company will continuously monitor several economic factors including the uncertainty regarding the price of gold and silver and the availability of equity financing for the purposes of mineral exploration and development. The Company’s future performance is largely tied to its ability to raise additional financing needed to fund its ongoing exploration and operating activities and to pursue the exploration and the development of its mineral property interests and the overall financial markets. Financial markets in the mining sector are likely to continue to be volatile reflecting ongoing concerns about the global economy, and the general pessimistic outlook in the mining sector. Companies worldwide have been affected negatively by these trends. As a result, the Company may have difficulties raising equity financing

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needed for the purposes of mineral exploration and development, particularly without excessively diluting the interests of its current shareholders. With continued market volatility expected, the Company’s current strategy is to continue a modest exploration program on its properties using existing cash and funds generated through equity financings if and when available and to seek out other prospective business opportunities, including entering into option arrangements and/or joint ventures. The Company believes that this focused strategy will enable it to pursue its business strategy and plans in the near term. These trends may limit the Company’s ability to develop and/or further explore its properties, and/or acquire other property interests that could be acquired in the future. Management will monitor economic conditions and estimate their impact on the Company’s plans, strategies and activities and incorporate these estimates in short-term operating and longer-term strategic decisions.

Geopolitical and Economic Risk

In recent years, the spread of COVID-19, invasion of Ukraine by Russia and collapse of financial institutions such as the Silicon Valley Bank, have severely impacted many local economies around the globe. Global stock markets also experienced great volatility, with governments and central banks having responded with monetary and fiscal interventions to stabilize economic conditions.

Since the outbreak of COVID-19, the Company has prioritized the health and well-being of its employees, consultants, and community members to ensure their safety during the global COVID-19 pandemic, and has followed guidance from local, national, and international health authorities. Specifically, during the year ended December 31, 2022, the Company continued to monitor and test for COVID-19 at the Bralorne camp. The Camp provided, and continues to provide, a safer environment to protect workers and their families along with local and First Nation communities. The Company has also provided teleworking for office workers since the beginning of the pandemic.

The continued impacts from the COVID-19 pandemic, the Russian invasion of Ukraine, the collapse of financial institutions such as the Silicon Valley Bank and the resulting inflation and interest rate measures experienced globally, as well as the effects of certain countermeasures taken by central banks have, and are expected to continue to, adversely affect the Company. Although it is difficult for the Company to accurately predict the extent to which it might be so affected, the Company will continue to monitor all developments regarding COVID-19 on an ongoing basis to ensure a safe working environment for its employees and stakeholders.

Title Matters

The acquisition of title to mineral properties is a very detailed and time-consuming process. The Company may not be the registered holder of some or all of the claims and concessions comprising the Bralorne and Ladner Gold Projects or any of the mineral projects of the Company. These claims or concessions may currently be registered in the names of other individuals or entities, which may make it difficult for the Company to enforce its rights with respect to such claims or concessions. There can be no assurance that proposed or pending transfers will be effected as contemplated. Failure to acquire title to any of the claims or concessions at one or more of the Company’s projects may have a material adverse impact on the financial condition and results of operation of the Company .

In addition, title to, and the area of, mineral properties may be disputed. There is no guarantee that title to one or more claims or concessions at the Company's projects will not be challenged or impugned. There may be challenges to any of the Company's titles which, if successful, could result in the loss or reduction of the Company's interest in such titles. The Company's properties may be subject to prior unregistered liens, agreements, transfers or claims, and title may be affected by, among other things, undetected defects. In addition, the Company may be unable to operate its properties as permitted or to enforce its rights with respect to its properties. The failure to comply with all applicable laws and regulations, including a failure to pay taxes or to carry out and file assessment work, can lead to the unilateral termination of concessions by mining authorities or other governmental entities.

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Uncertainty and Inherent Sample Variability

Although the Company believes that the estimated mineral resources at the Bralorne Gold Project have been delineated with appropriately spaced drilling, there exists inherent variability between duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated. There also may be unknown geologic details that have not been identified or correctly appreciated at the current level of delineation. This results in uncertainties that cannot be reasonably eliminated from the estimation process. Some of the resulting variances can have a positive effect and others can have a negative effect on mining and processing operations.

Reliability of Mineral Resources Estimates

Mineral resources are estimates only, and no assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realized. Mineral resource estimates may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing and other relevant issues. There are numerous uncertainties inherent in estimating mineral resources, including many factors beyond the Company’s control. Such estimation is a subjective process, and the accuracy of any mineral resource estimate is a function of the quantity and quality of available data, the nature of the mineralized body, and the assumptions made and judgments used in engineering and geological interpretation. These estimates may require adjustments or downward revisions based upon further exploration or development work or actual production experience. Fluctuations in gold or silver prices, results of drilling, metallurgical testing and production, the evaluation of mine plans after the date of any estimate, permitting requirements or unforeseen technical or operational difficulties, may require revision of mineral resource estimates. Should reductions in mineral resources occur, the Company may be required to take a material write-down of its investment in mining properties, reduce the carrying value of one or more of its assets or delay or discontinue production or the development of new projects, resulting in increased net losses and reduced cash flow. Mineral resources should not be interpreted as assurances of mine life or the profitability of current or future operations. Any material reductions in estimates of mineral resources could have a material adverse effect on the Company’s results of operations and financial condition. Mineral resources are not mineral reserves and have a greater degree of uncertainty as to their existence and feasibility. There is no assurance that mineral resources will be upgraded to proven or probable mineral reserves.

Uncertainty Relating to Inferred Mineral Resources

Inferred mineral resources are not mineral reserves and do not have demonstrated economic viability. However, it is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

Environmental Risks and Hazards

The mining and mineral processing industries are subject to extensive environmental regulation for the protection of the environment. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. These regulations may adversely affect the Company or require it to expend significant funds. There is also a risk that environmental and other laws and regulations may become more onerous, making it costlier for the Company to remain in compliance with such laws and regulations.

There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations. Environmental hazards may exist on the properties on which the Company holds interests which are unknown to the Company at present and which have been caused by previous or existing owners or operators of the properties or by current or previous surface rights owners.

The Company cannot give any assurances that breaches of environmental laws (whether inadvertent or not) or environmental pollution will not materially and adversely affect its business, plans and financial condition. There is

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no assurance that any future changes to environmental regulation, if any, will not adversely affect the Company.

Significant liabilities exist on the project lands in the form of historic mine construction and development infrastructure, tailings dam(s), waste dump site, a mill site, a camp site, and other mining related infrastructure, disturbance, and equipment located at the Bralorne and Ladner Gold Projects. The Company cannot guarantee that its estimation of the amount of these liabilities is accurate. The cost of addressing exiting liabilities may be significantly higher than as currently estimated by the Company.

Influence of Third-Party Stakeholders

Some of the lands in which the Company holds an interest, or the exploration equipment and roads or other means of access which the Company intends to utilize in carrying out its work programs or general business activities, may be subject to interests or claims by third party individuals, groups or companies. In the event that such third parties assert any claims or do not consent to the Company carrying on activities on lands subject to their interests or claims, the Company’s work programs may be delayed or prevented, even if such claims are not meritorious. Such claims or delays may result in significant financial loss and loss of opportunity for the Company.

The Company may need to enter into negotiations with landowners and other groups in local communities in British Columbia in order to conduct further exploration and development work on its properties. There is no assurance that future discussions and negotiations will result in agreements with landowners and other local community groups in British Columbia or if such agreements will be on terms acceptable to the Company so that the Company may continue to conduct exploration and development activities on these properties.

Term and Extension of Concession Contracts

Non-compliance with concession contracts may lead to their early termination by the relevant mining authorities or other governmental entities. A company whose concession contracts were subject to termination could be prevented from being issued new concessions or from keeping the concessions that it already held. The Company is not aware of any cause for termination or any investigation or procedure aimed at the termination of any of its concession contracts.

Management of Growth

The Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operations and financial systems and to expand, train and manage its employee base. The inability of the Company to deal with this growth could have a material adverse impact on its business, plans, operations and prospects.

Governmental Regulation

The mineral exploration and development activities of the Company are subject to various laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters in local areas of operation. Although the Company's exploration and development activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail exploration, development or production. Amendments to current laws and regulations governing the Company’s operations, or more stringent implementation thereof, could have an adverse impact on the Company’s business and financial condition.

The Company’s operations may be subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of

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various substances produced in association with certain mining operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner that means standards are stricter, and enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and their directors, officers and employees. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of the Company’s future operations.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities that could cause operations to cease or be curtailed. Other enforcement actions may include corrective measures requiring capital expenditures, the installation of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of such mining activities and may have civil or criminal fines or penalties imposed upon them for violations of applicable laws or regulations.

Permitting

The operations of the Company require licenses and permits from various governmental authorities. The Company will use its best efforts to obtain all necessary licenses and permits to carry on the activities which it intends to conduct, and it intends to comply in all material respects with the terms of such licenses and permits. However, there can be no guarantee that the Company will be able to obtain and maintain, at all times, all necessary licenses and permits required to undertake its proposed exploration and development, or to place its properties into commercial production and to operate mining facilities thereon. In the event of commercial production, the cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations or preclude the economic development of the Company’s properties.

With respect to environmental permitting, the development, construction, exploitation and operation of mines at the Company's projects may require the granting of environmental licenses and other environmental permits or concessions by the competent environmental authorities. Required environmental permits, licenses or concessions may take time and/or be difficult to obtain, and may not be issued on the terms required by the Company. Operating without the required environmental permits may result in the imposition of fines or penalties as well as criminal charges against the Company for violations of applicable laws or regulations.

Surface Rights

The Company does not own all of the surface rights at its properties and there is no assurance that surface rights owned by the government or third parties will be granted, nor that they will be on reasonable terms if granted. Failure to acquire surface rights may impact the Company's ability to access its properties, as well as its ability to commence and/or complete construction or production, any of which would have a material adverse effect on the profitability of the Company’s future operations.

Risk of Litigation

The Company may become involved in disputes with other parties in the future which may result in litigation or other legal proceedings. The results of legal proceedings cannot be predicted with certainty. If the Company is unable to resolve these disputes favourably, it may have a material adverse impact on the ability of the Company to carry out its business plan.

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Dependence on Key Personnel

The Company's future growth and its ability to develop depend, to a significant extent, on its ability to attract and retain highly qualified personnel. The Company relies on a limited number of key employees, consultants and members of senior management, and there is no assurance that the Company will be able to retain such personnel. The loss of one or more key employees, consultants or members of senior management, if such persons are not replaced, could have a material adverse effect on the Company's business, financial condition and prospects. The Company currently does not have key person insurance on these individuals.

To operate successfully and manage its potential future growth, the Company must attract and retain highly qualified engineering, managerial and financial personnel. The Company faces intense competition for qualified personnel in these areas, and there can be no certainty that the Company will be able to attract and retain qualified personnel. If the Company is unable to hire and retain additional qualified personnel in the future to develop its properties, its business, financial condition and operating results could be adversely affected.

Internal Controls

Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation.

Uninsurable Risks

Exploration on mineral properties involves numerous risks, including but not limited to unexpected or unusual geological operating conditions, seismic activity, rock bursts, cave-ins, fires, floods, landslides, earthquakes and other environmental occurrences, and political and social instability, any of which could result in damage to, or destruction of, the mine and other facilities, damage to life or property, environmental damage and possible legal liability. Although the Company believes that appropriate precautions to mitigate these risks are being taken, operations are subject to hazards such as equipment failure or failure of structures, which may result in environmental pollution and consequent liability. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks because of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate the Company’s future profitability and result in increasing costs and a decline in the value of the common shares. The Company does not maintain insurance against title, political or environmental risks.

While the Company may obtain insurance against certain risks in such amounts as it considers adequate, the nature of these risks is such that liabilities could exceed policy limits or be excluded from coverage. The potential costs that could be associated with any liabilities not covered by insurance or in excess of insurance coverage may cause substantial delays and require significant capital outlays, thereby adversely affecting the Company’s business and financial condition.

Global Financial Conditions

Current global financial conditions have been subject to increased volatility, and access to public financing, particularly for junior resource companies, has generally been negatively impacted. These factors may impact the ability of the Company to obtain equity or debt financing in the future and, if obtained, such financing may not be on terms favourable to the Company. If increased levels of volatility and market turmoil continue, and if global capital markets continue to display increased volatility in response to global events (including the COVID-19 pandemic, the Russian invasion of Ukraine and the collapse of financial institutions such as the Silicon Valley Bank), the Company’s operations could be adversely impacted and the value and price of the common shares could be adversely affected.

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Information Systems Security Threats

The Company’s operations depend upon information technology systems which may be subject to disruption, damage or failure from different sources, including, without limitation, installation of malicious software, computer viruses, security breaches, cyber-attacks and defects in design.

Although to date the Company has not experienced any losses relating to cyber attacks or other information security breaches, there can be no assurance that the Company will not incur such losses in the future. The Company’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Competition

The mineral exploration and mining business is competitive in all of its phases. In the search for and acquisition of attractive mineral properties, the Company competes with numerous other companies and individuals, including competitors with greater financial, technical and other resources. The Company’s ability to acquire properties in the future will depend on its ability to select and acquire suitable exploration properties or prospects for mineral exploration. There is no assurance that the Company will continue to be able to compete successfully with its competitors in acquiring such properties or prospects, nor that it will be able to develop any market for the raw materials that may be produced from its properties. Any such inability could have a material adverse effect on the Company’s business and financial condition.

Option and Joint Venture Agreements

The Company has and may continue to enter into option agreements and/or joint ventures as a means of gaining property interests and raising funds. Any failure of any partner to meet its obligations to the Company or other third parties, or any disputes with respect to third parties' respective rights and obligations, could have a negative impact on the Company. Pursuant to the terms of certain of the Company's existing option agreements, the Company is required to comply with exploration and community relations obligations, among others, any of which may adversely affect the Company’s business, financial results and condition.

Under the terms of such option agreements the Company may be required to comply with applicable laws, which may require the payment of maintenance fees and corresponding royalties in the event of exploitation/production. The costs of complying with option agreements are difficult to predict with any degree of certainty; however, were the Company forced to suspend operations on any of its concessions or pay any material fees, royalties or taxes, it could result in a material adverse effect to the Company’s business, financial results and condition.

The Company may be unable to exert direct influence over strategic decisions made in respect of properties that are subject to the terms of these agreements, and the result may be a materially adverse impact on the strategic value of the underlying concessions.

Acquisitions and Integration

From time to time, the Company may examine opportunities to acquire additional exploration and/or mining assets and businesses. Any acquisition that the Company may choose to complete may be of a significant size relative to the size of the Company, may change the nature or scale of the Company’s business and activities, and may expose the Company to new geographic, political, operating, financial and geological risks. The Company’s success in its acquisition activities, if any, depends upon its ability to obtain additional sources of financing, identify suitable

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acquisition candidates, negotiate acceptable terms for any such acquisition, and integrate any acquired operations successfully with those of the Company. Any acquisitions would be accompanied by risks. In the event that the Company chooses to raise debt capital to finance any such acquisitions, the Company’s leverage will be increased. If the Company chooses to use equity as consideration for such acquisitions, existing shareholders may suffer significant dilution. There can be no assurance that the Company would be successful in obtaining additional sources of financing or in overcoming these risks or any other problems encountered in connection with such acquisitions.

Community Relationships

The Company’s relationships with the communities in which it operates are critical to ensure the future success of its existing operations and the development of its projects.

The Company understands that First Nations people have protected constitutional rights and can offer a unique understanding of the environment based on their special connection to the land. As the Company’s Project progresses, agreements may have to be negotiated with the First Nations.

There is no reason to believe at this time that there are, or will be, issues related to Indigenous land claims or objections locally. Indigenous engagement is a strong commitment of Talisker.

While the Company is committed to operating in a socially responsible manner and working towards entering into agreements in satisfaction of such requirements, there is no guarantee that its efforts will be successful, in which case interventions by third parties could have a material adverse effect on the Company's business, financial position and operations.

Conflicts of Interest

Certain directors and officers of the Company also serve as directors and/or officers of other companies involved in natural resource exploration, development and mining operations. Consequently, there exists the possibility for such directors and officers to be in a position of conflict. The directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company, and to disclose any interest they may have in any project or opportunity of the Company. In addition, each of the directors is required by law to declare his or her interest in and refrain from voting on any matter in which he or she may have a conflict of interest, in accordance with applicable laws.

Infrastructure

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supplies, as well as the location of population centres and pools of labour, are important determinants which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could impact the Company’s ability to explore its properties, thereby adversely affecting its business and financial condition.

Dilution

The exercise of stock options and warrants already issued by the Company and the issuance of additional equity securities in the future could result in dilution in the equity interests of holders of common shares.

No Dividends Policy

The Company has not declared a dividend since incorporation and does not anticipate doing so in the foreseeable future. Any future determination as to the payment of dividends will be at the discretion of the Board and will depend

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on the availability of profit, operating results, the financial position of the Company, future capital requirements and general business and other factors considered relevant by the directors of the Company. No assurances in relation to the payment of dividends can be given.

6. DIVIDENDS AND DISTRIBUTIONS

Subject to statutory or legal requirements, there are no restrictions in the Company’s articles or by-laws that would restrict or prevent the Company from paying dividends. However, the Company has not paid any dividend or made any other distribution in respect of its outstanding shares in the past. The Company’s board of directors, from time to time, and on the basis of any earnings and the Company’s financial requirements or any other relevant factor, will determine the future dividend policy of the Company with respect to its shares.

7. DESCRIPTION OF CAPITAL STRUCTURE

7.1 Authorized Share Capital

The Company’s authorized share capital consists of an unlimited number of common shares. As at the date of this AIF, there were 384,706,151 common shares issued and outstanding.

All common shares rank equally as to dividends, voting powers and participation in the distribution of assets. All holders of common shares are entitled to receive notice of any meetings of shareholders of the Company, and to attend and cast one vote per common share at all such meetings. Holders of common shares do not have cumulative voting rights with respect to the election of directors. Holders of common shares are entitled to receive on a pro rata basis such dividends, if any, as and when declared by the Board at its discretion from funds legally available therefor, and upon the liquidation, dissolution or winding up of the Company are entitled to receive on a pro rata basis the net assets of the Company after payment of liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro rata basis with the holders of common shares with respect to dividends or liquidation. The common shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.

The Company’s share option plan permits the Company’s Board to grant to directors, officers, consultants and employees of the Company share options to purchase from the Company a designated number of authorized but unissued common shares up to but not exceeding 10% of the issued and outstanding common shares, less any common shares reserved for issuance under share options granted under share compensation arrangements other than the share option plan, at any point in time. As at the date of this AIF, there were 28,398,000 warrants, 17,395,000 options and 693,334 RSUs to acquire common shares outstanding.

8. MARKET FOR SECURITIES

8.1 Trading Price and Volume

The common shares are currently listed and posted for trading on the TSX under the trading symbol “TSK” and on the OTCQX® Best Market under the symbol “TSKFF”. Listing on the CSE commenced April 26, 2019 and on the OTCQB Venture Market on June 26, 2019 with graduation to the OTCQX® Best Market on July 30, 2020 and the TSX on October 14, 2020.

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The following table sets forth the high and low trading prices and volume for the Company’s common shares on the TSX on a monthly basis for the year ended December 31, 2022 and to the date of this AIF.

Month	Price	Range and Trading Volume	Range and Trading Volume
	High $	Low $	Trading Volume
January2022	0.315	0.26	3,515,502
February2022	0.285	0.245	3,500,410
March 2022	0.295	0.25	4,005,165
April 2022	0.275	0.235	5,555,242
May2022	0.25	0.215	2,797,542
June 2022	0.25	0.205	2,632,520
July2022	0.21	0.135	2,939,719
August 2022	0.18	0.14	1,215,963
September 2022	0.16	0.1	1,968,748
October 2022	0.13	0.095	7,900,606
November 2022	0.175	0.11	4,502,864
December 2022	0.15	0.115	5,391,348
January2023	0.145	0.11	6,691,970
February2023	0.115	0.095	5,792,073
March 2023(1)	0.12	0.095	2,429,405

Note:

(1) Trading data included for the period March 1 through March 30, 2023.

8.2 Prior Sales

The following table sets forth the securities not listed but issued by the Company during the financial year ended December 31, 2022 and outstanding as at December 31, 2022.

Date of Issuance/ Grant	Class of Securities	Number of Securities	Exercise Price	Expiry Date
August 11,2022	Warrants	28,398,000	$0.24	February11,2025
October 31,2022	Options	500,000	$0.115	October 31,2024

As of the date of this AIF, the Company has 28,398,000 warrants, 17,395,000 options and 693,334 RSUs outstanding.

9. DIRECTORS AND OFFICERS

9.1 Name, Occupation and Security Holding

The following table and the notes thereto set out the name, municipality and country of residence of each director and executive officer of the Company, their current respective positions and offices with the Company, their respective principal occupations during the five preceding years, the date on which they were first elected or appointed as a director or officer of the Company, the number of common shares of the Company beneficially owned, directly or indirectly, or over which they exercise control or direction as at the date of this AIF, and the percentage of the total issued and outstanding common shares of the Company represented by such shares.

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Name, Province or State and Country of Residence	Offices Held and Date Appointed	Principal Occupation for Five Preceding Years	# of Common Shares Owned or Controlled(1)
Matthew Filgate British Columbia, Canada	Vice President, Corporate and Strategic Development since October 14, 2020	Current Vice President, Corporate and Strategic Development since June 25, 2021; former Regional Project Geologist since the Company’s founding in April 2019; and former Senior Geologist, Barkerville Gold Mines Limited (2015 to 2019).	152,070 (0.04%)
Terence Harbort(4) Ontario, Canada	Director, President and CEO since April 18, 2019	CEO of the Company since April 18, 2019; Co-Founder and Vice President, Exploration, Talisker Exploration Services Inc., an exploration management company providing international exploration consulting in M&A and exploration strategy, project evaluation, target generation and exploration program design since December 2010; Director and Vice President, Corporate Development, Sable Resources Ltd. since March 2017; former Chief Geoscientist, Barkerville Gold Mines Ltd. (September 2015 to November 2019); former Director, IDM Mining Ltd. (October 2017 to March 2019).	8,207,503 (2.13%)
Charlotte May Ontario, Canada	Corporate Secretary since August 17, 2012	Corporate Secretary of the Company since August 2012.	143,750 (0.04%)
Michael McPhie British Columbia, Canada	Vice President, Sustainability and External Affairs since January 15, 2020	Founding partner, Falkirk Environmental Consultants Ltd. since January 2019; Director, Independence Gold Corp. since December 2011; former Chair, Ridley Terminals Inc., a federal Crown Corporation (2017 to 2019); former Chair, Association for Mineral Exploration (AME) (2011 to 2013); former Director and Chair, British Columbia Institute of Technology (BCIT) (2009 to 2015); former President and CEO, Mining Association of British Columbia (2004 to 2008); former Director, StrikePoint Gold Inc. (May 2017 to January 2018), Boundary Gold and Copper Mining Ltd. (February 2018 to August 2019), IDM Mining Ltd. (January 2014 to May 2019).	222,367 (0.06%)
Robert Power (2) Alberta, Canada	Director since February 6, 2023	Prior governance experience includes Board Chair, board member and/or special committee member roles with several Canadian listed companies; former CEO, Privateer Gold Ltd., a private gold exploration company (March 2020 to February 2021); former Director, Bond Resources Inc. (November 2020 to February 2022); former Chair, National Energy Group, Blake Cassels & Graydon (2005 to 2010); former Chairman and President, Ontario Trillium Foundation (1998 to 2004).	Nil
MorrisPrychidny(2) Ontario, Canada	Director since January 13, 2020	Current Chairman, Nighthawk Gold Corp. since February 2013; Director and Asset Manager, Orion Capital Incorporated since August 2005; Director, Fountain Asset Corp. since March 2014 and Northfield Capital Corporation since June 2008; former Director, Barkerville Gold Mines Ltd. (May 2015 to November 2019) andCorporate Catalyst Acquisition Inc. (December 2012 to June 2018).	833,696 (0.22%)

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Name, Province or State and Country of Residence	Offices Held and Date Appointed	Principal Occupation for Five Preceding Years	# of Common Shares Owned or Controlled(1)
Christy Smith(3)(4) British Columbia, Canada	Director since February 6, 2023	Indigenous Engagement Consultant since 2016; current Indigenous Partner and Vice President, Indigenous and Stakeholder Relations, Falkirk Environmental Consultants Ltd. since 2019 and Owner,CMS Clear Consultingsince 2016.	Nil
Leonardo Souza Goiás, Brazil	Vice President, Exploration and Resource Development since March 20, 2020	Vice President, Exploration and Resource Development of the Company since March 2020 and Advanced Projects Exploration Manager and Resource Geologist for Talisker Exploration Services Inc., providing consulting on exploration, resource evaluation and resource and production uncertainty assessment, covering globally, since September 2011.	41,667 (0.01%)
Andres Tinajero Ontario, Canada	CFO since August 31, 2012	Chief Financial Officer of the Company since August 2012; Director, Sable Resources Ltd. since July 2017; former Director, Nutritional High International Inc. (April 2017 to November 2019); and former CFO, Barkerville Gold Mines Ltd. (July 2015 to November 2019) and Kerr Mines Inc. (December 2013 to August 2015).	3,104,455 (0.81%)
Eric Tremblay(3)(4*) Ontario, Canada	Director since November 5, 2020	Chief Operating Officer, Dalradian Resources Inc. since 2015; Director, Nighthawk Gold Corp. since September 2020 and Osisko Development Corp. since December 2020; former Director, Barkerville Gold Mines Ltd. (June 2019 to November 2019).	Nil
Blair Zaritsky(2*)(3) Ontario, Canada	Director since April 18, 2019	Chief Financial Officer of Osisko Mining Inc. since June 2011; Director, Moneta Gold Inc. since February 2021 and Silver Mountain Resources Inc. since May 2022; former Director, Manitou Gold Inc. (January 2020 to X).	171,460 (0.04%)

Notes:

(1) The term of office of each director expires at the close of the next annual meeting of shareholders of the Company. Officers of the Company serve at the discretion of the Company’s Board of Directors.

(2) Member of the Audit Committee.

(3) Member of the Compensation, Governance and Nominating Committee.

(4) Member of the SHEA and Technical Committee.

Denotes Chair.

As at the date of this AIF, the current directors and officers of the Company as a group, directly or indirectly, beneficially own or exercise control or direction over 13,135,301 common shares of the Company, representing approximately 3.41% of the issued and outstanding common shares of the Company.

9.2 Cease Trade Orders, Bankruptcies, Penalties or Sanctions

None of the directors or executive officers:

a. is, as at the date of this AIF, or was within 10 years before the date of this AIF, a director or chief executive officer or chief financial officer of any company that:
i. was the subject of an order (as defined in Form 51-102F2 of National Instrument 51-102- Continuous Disclosure Obligations ) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or

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ii. was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer, or chief financial officer, and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer, or chief financial officer.

None of the directors, executive officers or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:

a. is at the date hereof, or has been within 10 years before the date of this AIF, a director or executive officer of any company that while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
b. has, within the 10 years before this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

None of the directors, executive officers or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, has been subject to:

a. any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
b. any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

The foregoing information, not being within the knowledge of the Company, has been furnished by the respective directors, officers and shareholders of the Company individually.

10. CONFLICT OF INTEREST

Certain of the directors of the Company also serve as directors of other companies involved in natural resource exploration and development and consequently there exists the possibility for such directors to be in a position of conflict. Any decision made by such directors involving the Company will be made in accordance with the duties and obligations of directors to deal fairly and in good faith with the Company and such other companies. In addition, such directors declare, and refrain from voting on, any matter in which such directors may have a conflict of interest.

11. AUDIT COMMITTEE INFORMATION

National Instrument 52-110 – Audit Committees (“NI 52-110”) requires the Company to disclose annually in its AIF certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor, as set forth below.

11.1 Audit Committee

The Audit Committee is responsible for the Company’s financial reporting process and the quality of its financial reporting. The Audit Committee is charged with the mandate of providing independent review and oversight of the Company’s financial reporting process, the system of internal control and management of financial risks, and the audit process, including the selection, oversight and compensation of the Company’s external auditors. The Audit Committee also assists the board of directors in fulfilling its responsibilities in reviewing the Company’s process for

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monitoring compliance with laws and regulations and its own code of business conduct. In performing its duties, the Audit Committee maintains effective working relationships with the board of directors, management, and the external auditors and monitor the independence of those auditors. The Audit committee is also responsible for reviewing the Company’s financial strategies, its financing plans and its use of the equity and debt markets.

The full text of the charter of the Company’s Audit Committee is attached hereto as Appendix “A”.

11.2 Composition of the Audit Committee

The members of the Audit Committee are Blair Zaritsky (Chair), Robert Power and Morris Prychidny. All of the members of the Audit Committee are “independent” and all of the members of the Audit Committee are considered “financially literate” (as such terms are defined in NI 52-110).

Name of Member	Independent(1)	Financially Literate(2)
Robert Power	Yes	Yes
Morris Prychidny	Yes	Yes
Blair Zaritsky	Yes	Yes

Notes:

(1) To be considered independent, a member of the Audit Committee must not have any direct or indirect "material relationship" with the Company. A "material relationship" is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a member's independent judgement.
(2) To be considered financially literate, a member of the Audit Committee must have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements.

The following table describes the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member:

Member	Relevant Education and Experience
Robert Power Morris Prychidny	Mr. Power has extensive experience serving in governance roles with publicly listed exploration and mining companies with Canadian and international assets, including as Chairman and Special Committee member. He is the former CEO of Privateer Gold Ltd., a private gold exploration company in British Columbia and director of Bond Resources Inc. He was also the Chair and President of Canada’s largest charitable granting foundation, Ontario Trillium Foundation, where charitable granting increased from $12 million to $100 million annually during his tenure. Mr. Power is an independent director of the Company for the purposes of NI 52-110.
	Mr. Prychidnyis a chartered professional accountant with more than 35 years of experience in the mining, entertainment and real estate industries. Mr. Prychidny brings strong portfolio management, accounting and capital markets expertise to the Company. He is the current Chairman of Nighthawk Gold Corp., a TSX listed mining company, Director and Audit Committee member of Fountain Asset Corp. and Northfield Capital Corporation, both TSX Venture listed companies and a former director, Audit Chairman and member of the Special Committee of Barkerville Gold Mines Ltd. which was acquired by Osisko Gold Royalties Ltd for $338 million in 2019. He is also a director and asset manager of Orion Capital Incorporated, a Toronto-based asset management company with a focus on investing in the junior mining and real estate sectors and a director of Woodbine Downs Limited. Mr. Prychidny holds a Bachelor of Economics from the University of Western Ontario. Mr. Prychidny is an independent director of the Company for the purposes of NI 52-110.

Member

Relevant Education and Experience

Robert Power
Morris Prychidny

Mr. Power has extensive experience serving in governance roles with publicly listed exploration and
mining companies with Canadian and international assets, including as Chairman and Special
Committee member. He is the former CEO of Privateer Gold Ltd., a private gold exploration company
in British Columbia and director of Bond Resources Inc. He was also the Chair and President of
Canada’s largest charitable granting foundation, Ontario Trillium Foundation, where charitable
granting increased from $12 million to $100 million annually during his tenure. Mr. Power is an
independent director of the Company for the purposes of NI 52-110.

Mr. Prychidnyis a chartered professional accountant with more than 35 years of experience in the
mining, entertainment and real estate industries. Mr. Prychidny brings strong portfolio management,
accounting and capital markets expertise to the Company. He is the current Chairman of Nighthawk
Gold Corp., a TSX listed mining company, Director and Audit Committee member of Fountain Asset
Corp. and Northfield Capital Corporation, both TSX Venture listed companies and a former director,
Audit Chairman and member of the Special Committee of Barkerville Gold Mines Ltd. which was
acquired by Osisko Gold Royalties Ltd for $338 million in 2019. He is also a director and asset manager
of Orion Capital Incorporated, a Toronto-based asset management company with a focus on investing
in the junior mining and real estate sectors and a director of Woodbine Downs Limited. Mr. Prychidny
holds a Bachelor of Economics from the University of Western Ontario. Mr. Prychidny is an
independent director of the Company for the purposes of NI 52-110.

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Member	Relevant Education and Experience
Blair Zaritsky	Mr. Zaritsky is a chartered professional accountant with more than 15 years of professional experience, of which have been mostly in the mining sector. Mr. Zaritsky has been Chief Financial Officer of Osisko Mining Inc. since June 2011 and O3 Mining since July 2019. Mr. Zaritsky possesses over ten years of Canadian public practice experience with exposure to various types of engagements and clients, gained through managing audit engagements of publicly listed companies traded on the Toronto Stock Exchange, TSX Venture Exchange and Canadian National Stock Exchange. He obtained his Chartered Professional Accountant designation in 2003 and holds dual Bachelor of Arts degrees in accounting and economics from Brock University and Western University, respectively. Mr. Zaritsky is an independent director of the Company for the purpose of NI 52-110.

Member

Relevant Education and Experience

Blair Zaritsky

Mr. Zaritsky is a chartered professional accountant with more than 15 years of professional
experience, of which have been mostly in the mining sector. Mr. Zaritsky has been Chief Financial
Officer of Osisko Mining Inc. since June 2011 and O3 Mining since July 2019. Mr. Zaritsky possesses
over ten years of Canadian public practice experience with exposure to various types of engagements
and clients, gained through managing audit engagements of publicly listed companies traded on the
Toronto Stock Exchange, TSX Venture Exchange and Canadian National Stock Exchange. He obtained
his Chartered Professional Accountant designation in 2003 and holds dual Bachelor of Arts degrees in
accounting and economics from Brock University and Western University, respectively. Mr. Zaritsky
is an independent director of the Company for the purpose of NI 52-110.

11.3 Pre-Approval Policies and Procedures

The Company has not adopted specific policies and procedures for the engagement of non-audit services. The Audit Committee reviews the engagement of non-audit services as required.

11.4 Audit Fees

The following table provides detail in respect of audit, audit related, tax and other fees paid by the Company to the external auditors for professional services:

Reporting	Audit	Audit-Related	Tax	All Other
Period	Fees	Fees	Fees(1)	Fees
Year ended December 31,2022	153,850	-	-	Nil
Year ended December 31,2021	210,000(2)	-	-	Nil

Notes:

(1) The aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning.

(2) Includes $70,000 relating to the audit and review for New Carolin.

12. LEGAL PROCEEDINGS AND REGULATORY ACTIONS

The Company is not and was not a party to, and none of its property is or was the subject of, any legal proceedings during the Company’s most recently completed financial year, nor does the Company contemplate any such legal proceedings.

No penalties or sanctions have been imposed against the Company (i) by a court relating to securities legislation or (ii) by a securities regulatory authority, nor has the Company entered into any settlement agreements (a) before a court relating to securities legislation or (b) with a securities regulatory authority, during the Company’s most recently completed financial year, nor has a court or regulatory body imposed any other penalties or sanctions against the Company.

13. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

No director, executive officer or principal shareholder of the Company, or associate or affiliate of any of the foregoing, has had any material interest, direct or indirect, in any transaction within the most recently completed three financial years or in the current financial year that has materially affected or will materially affect the Company.

14. TRANSFER AGENT AND REGISTRAR

The Company’s transfer agent and registrar is TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1.

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15. MATERIAL CONTRACTS

During the year ended December 31, 2022, other than as listed below, there were no material contracts entered into by the Company, other than contracts entered into in the ordinary course of business. Listed below are material agreements of the Company as of the date of this AIF which are available on SEDAR (www.sedar.com) under Talisker’s issuer profile:

a. Royalty Purchase Agreement dated December 23, 2019, as amended December 3, 2021, between the Company, Bralorne and Osisko relating to the sale of a 1.7% net smelter returns royalty on all production from the Bralorne Gold Project located in southwestern British Columbia;
b. Royalty Agreement dated December 23, 2019 between the Company, Bralorne and Osisko relating to a 1.2% net smelter returns royalty on all production from the Bralorne Gold Project located in southwestern British Columbia;
c. Investor Rights Agreement dated March 24, 2021 between Talisker and New Gold; see “ Three Year History – 2021 ” for more information;
d. Royalty Purchase Agreement dated December 2, 2021 between the Company, Bralorne, New Carolin and Osisko relating to the sale of various net smelter returns royalties on all production from the Bralorne Gold Project, the Ladner Gold Project and the Golden Hornet Property, all located in southwestern British Columbia in exchange for $7.5 million in cash; and
e. Royalty Agreement dated December 3, 2021 between the Company, New Carolin and Osisko relating to a 1.5% net smelter returns royalty on all production from the Ladner Gold Project located in southwestern British Columbia.

16. INTEREST OF EXPERTS

Set forth below are the persons and companies who prepared or certified a statement, report, valuation or opinion described, included or referred to in a filing that the Company made under National Instrument 51-102 (“NI 51-102”) during or relating to its most recently completed financial year.

Mr. Carl Pelletier, P.Geo., Mr. Vincent Nadeau-Benoit, P.Geo., and Mr Eric Lecomte, P.Eng., of InnovExplo Inc., each a “qualified person” under NI 43-101, prepared the Bralorne Technical Report; and
Leonardo de Souza, B.Sc., AusIMM (CP) (Membership 224827), Talisker’s Vice President, Exploration and Resource Development and a “qualified person” under NI 43-101, has reviewed and approved all of the scientific and technical information set forth in this AIF.

None of the experts listed above has received or will receive any registered or beneficial interests, direct or indirect, in any securities or other property of the Company or of any of the Company’s associates or affiliates in connection with the preparation or certification of any statement, report or valuation prepared by such person. To the knowledge of the Company, all of the aforementioned persons (or any of the designated professionals thereof) beneficially owns, directly or indirectly, in the aggregate, less than 1% of the outstanding common shares of the Company as at the date of the statement, report or valuation in question. None of the aforementioned firms or persons, nor any directors, officers or employees of such firms, are currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company, other than Mr. Leonardo de Souza, who is currently employed by Talisker or one of its subsidiaries.

The Company’s independent auditors, PricewaterhouseCoopers LLP, Chartered Professional Accountants, Licensed Public Accountants, issued an independent auditor’s report dated March 28, 2023 in respect of the Company’s annual

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consolidated financial statements for the years ended December 31, 2022 and December 31, 2021. PricewaterhouseCoopers LLP has advised that they are independent with respect to the Company within the meaning of the Chartered Professional Accountants of Ontario, CPA Code of Professional Conduct.

17. ADDITIONAL INFORMATION

Additional information relating to the Company is available under the Company’s profile on SEDAR at www.sedar.com.

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans is contained in the management information circular of the Company dated June 23, 2022 prepared in connection with the annual meeting of shareholders held on July 20, 2022. Additional financial information is provided in the Company’s annual consolidated financial statements for the years ended December 31, 2022 and 2021, together with the auditor’s report thereon and the notes thereto, and management’s discussion and analysis for the year ended December 31, 2022.

APPENDIX “A” AUDIT COMMITTEE CHARTER

1. Purpose and Responsibilities of the Committee

1.1 Purpose

The primary purpose of the Committee is to assist Board oversight of:

(a) the integrity of the Company’s financial statements;
(b) the Company’s compliance with legal and regulatory requirements;
(c) the External Auditor’s qualifications and independence; and
(d) the performance of the Company’s internal audit function and the External Auditor.
Definitions and Interpretation
2.1 Definitions

In this Charter:

(a) “Board” means the board of directors of the Company;
(b) “Chair” means the chair of the Committee;
(c) “Committee” means the audit committee of the Board;
(d) “Company” means Talisker Resources Ltd.;
(e) “Director” means a member of the Board; and
(f) “External Auditor” means the Company’s independent auditor.

2.2 Interpretation

The provisions of this Charter are subject to the articles and by-laws of the Company and to the applicable provisions of the Business Corporations Act (Ontario), and any other applicable legislation.

CONSTITUTION AND FUNCTIONING OF THE COMMITTEE

3. Establishment and Composition of the Committee

3.1 Establishment of the Audit Committee

The Committee is hereby continued with the constitution, function and responsibilities herein set forth.

3.2 Appointment and Removal of Members of the Committee

(a) Board Appoints Members. The members of the Committee shall be appointed by the Board.
(b) Annual Appointments. The appointment of members of the Committee shall take place annually at the first meeting of the Board after a meeting of the shareholders at which Directors are elected, provided that if the appointment of members of the Committee is not so made, the Directors who are then serving as members of the Committee shall continue as members of the Committee until their successors are appointed.

B-1

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(c) Vacancies. The Board may appoint a member to fill a vacancy which occurs in the Committee between annual elections of Directors. If a vacancy exists on the Committee, the remaining members shall exercise all of their powers so long as a quorum remains in office.
(d) Removal of Member. Any member of the Committee may be removed from the Committee by a resolution of the Board.

3.3 Number of Members

The Committee shall consist of three or more Directors.

3.4 Independence of Members

All of the members of the Committee shall be independent for the purposes of all applicable regulatory and stock exchange requirements.

3.5 Financial Literacy
(a) Financial Literacy Requirement. Each member of the Committee shall be financially literate or must become financially literate within a reasonable period of time after his or her appointment to the Committee.
(b) Definition of Financial Literacy. “Financially literate” means the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.
Committee Chair
4.1 Board to Appoint Chair

The Board shall appoint the Chair from the members of the Committee who are unrelated directors (or, if it fails to do so, the members of the Committee shall appoint the Chair from among its members).

4.2 Chair to be Appointed Annually

The designation of the Committee’s Chair shall take place annually at the first meeting of the Board after a meeting of the members at which Directors are elected, provided that if the designation of Chair is not so made, the Director who is then serving as Chair shall continue as Chair until his or her successor is appointed.

5. Committee Meetings

5.1 Quorum

A quorum of the Committee shall be two members.

5.2 Secretary

The Chair shall designate from time to time a person who may, but need not, be a member of the Committee, to be Secretary of the Committee.

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5.3 Time and Place of Meetings

The time and place of the meetings of the Committee and the calling of meetings and the procedure in all things at such meetings shall be determined by the Committee; provided, however, the Committee shall meet at least four times per year on a quarterly basis.

5.4 In Camera Meetings

On at least an annual basis, the Committee shall meet separately with each of:

(a) management; and
(b) the External Auditor

5.5 Right to Vote

Each member of the Committee shall have the right to vote on matters that come before the

Committee.

5.6 Voting

Any matters to be determined by the Committee shall be decided by a majority of votes cast at a meeting of the Committee called for such purpose; actions of the Committee may be taken by an instrument or instruments in writing signed by all of the members of the Committee, and such actions shall be effective as though they had been decided by a majority of votes cast at a meeting of the Committee called for such purpose.

5.7 Invitees

The Committee may invite Directors, officers, employees and consultants of the Company or any other person to attend meetings of the Committee to assist in the discussion and examination of the matters under consideration by the Committee. The External Auditor shall receive notice of each meeting of the Committee and shall be entitled to attend any such meeting at the Company’s expense.

5.8 Regular Reporting

The Committee shall report to the Board at the Board’s next meeting the proceedings at the meetings of the Committee and all recommendations made by the Committee at such meetings.

6. Authority of Committee

6.1 Retaining and Compensating Advisors

The Committee shall have the sole authority to engage independent counsel and any other advisors as the Committee may deem appropriate in its sole discretion and to set the compensation for any advisors employed by the audit committee. The Committee shall not be required to obtain the approval of the Board in order to retain or compensate such consultants or advisors.

6.2 Funding

The Committee shall have the authority to authorize the payment of:

(a) compensation to any external auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company (National Instrument 52-110 – Audit Committees requires disclosure of fees by category paid to the External Auditor).

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(b) compensation for any advisors employed by the audit committee under Section 6.1 hereof; and
(c) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

6.3 Subcommittees

The Committee may form and delegate authority to subcommittees if deemed appropriate by the

Committee.

6.4 Recommendations to the Board

The Committee shall have the authority to make recommendations to the Board, but shall have no decision-making authority other than as specifically contemplated in this Charter.

6.5 Compensation

The Committee has the authority to communicate directly with External Auditors and the internal

auditors.

Remuneration of Committee Members
7.1 Remuneration of Committee Members

Members of the Committee and the Chair shall receive such remuneration for their service on the Committee as the Board may determine from time to time.

7.2 Directors’ Fees

No member of the Committee may earn fees from the Company or any of its subsidiaries other than directors’ fees (which fees may include cash and/or shares or options or other in-kind consideration ordinarily available to directors, as well as all of the regular benefits that other directors receive). For greater certainty, no member of the Committee shall accept, directly or indirectly, any consulting, advisory or other compensatory fee from the Company.

SPECIFIC DUTIES AND RESPONSIBILITIES

Integrity of Financial Statements

8.1 Review and Approval of Financial Information

(a) Annual Financial Statements. The Committee shall review and discuss with management and the External Auditor the Company’s audited annual financial statements and related management’s discussion and analysis (“MD&A”) together with the report of the External Auditor thereon and, if appropriate, recommend to the Board that it approve the audited annual financial statements.
(b) Interim Financial Statements. The Committee shall review and discuss with management and the External Auditor and, if appropriate, approve the Company’s interim unaudited financial statements and related MD&A.
(c) Material Public Financial Disclosure. The Committee shall discuss with management and the External Auditor:
(i) the types of information to be disclosed and the type of presentation to be made in connection with profit or loss or earnings press releases; and

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(ii) financial information and earnings guidance (if any) provided to analysts and rating agencies.
(d) Procedures for Review. The Committee shall be satisfied that adequate procedures are in place for the review of the Company’s disclosure of financial information extracted or derived from the Company’s financial statements (other than financial statements, MD&A and profit or loss or earnings press releases, which are dealt with elsewhere in this Charter) and shall periodically assess the adequacy of those procedures.
(e) General. To the extent the Committee deems it necessary or appropriate, the Committee may review and discuss with management and the External Auditor:
(i) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles;
(ii) major issues as to the adequacy of the Company’s internal controls over financial reporting and any special audit steps adopted in light of material control deficiencies;
(iii) analyses prepared by management and/or the External Auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative accounting methods on the financial statements;
(iv) the effect on the financial statements of the Company of regulatory and accounting initiatives, as well as off-balance sheet transaction structures, obligations (including contingent obligations) and other relationships of the Company with unconsolidated entities or other persons that have a material current or future effect on the financial condition, changes in financial condition, results of operations, liquidity, capital resources, capital reserves or significant components of revenues or expenses of the Company;
(v) the extent to which changes or improvements in financial or accounting practices, as approved by the Committee, have been implemented;
(vi) any financial information or financial statements in prospectuses and other offering documents;
(vii) the management certifications of the financial statements as required under applicable securities laws in Canada or otherwise; and
(viii) any other relevant reports or financial information submitted by the Company to any governmental body or the public.

9. External Auditor

9.1 External Auditor
(a) Authority with Respect to External Auditor. As a representative of the Company’s shareholders, the Committee shall be directly responsible for the appointment, compensation and oversight of the work of the External Auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. In the discharge of this responsibility, the Committee shall:
- (i) have sole responsibility for recommending to the Board the person to be proposed to the Company’s shareholders for appointment as External Auditor for the above-described purposes and recommending such External Auditor’s compensation;

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(ii) determine at any time whether the Board should recommend to the Company’s shareholders that the incumbent External Auditor should be removed from office;
(iii) review the terms of the External Auditor’s engagement, discuss the audit fees with the External Auditor and be solely responsible for approving such audit fees; and
(iv) require the External Auditor to confirm in its engagement letter each year that the External Auditor is accountable to the Board and the Committee as representatives of shareholders.
(b) Independence. The Committee shall satisfy itself as to the independence of the External Auditor. As part of this process the Committee shall:
(i) require the External Auditor to submit on a periodic basis to the Committee a formal written statement delineating all relationships between the External Auditor and the Company and engage in a dialogue with the External Auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the External Auditor and recommend that the Board take appropriate action in response to the External Auditor’s report to satisfy itself of the External Auditor’s independence;
(ii) unless the Committee adopts pre-approval policies and procedures, approve any non-audit services provided by the External Auditor, provided the Committee may delegate such approval authority to one or more of its independent members who shall report promptly to the Committee concerning their exercise of such delegated authority; and
(iii) review and approve the policy setting out the restrictions on the Company partners, employees and former partners and employees of the Company’s current or former External Auditor.
(c) Issues Between External Auditor and Management. The Committee shall:
(i) review any problems experienced by the External Auditor in conducting the audit, including any restrictions on the scope of the External Auditor’s activities or access to requested information; and
(ii) review any significant disagreements with management and, to the extent possible, resolve any disagreements between management and the External Auditor.
(d) Non-Audit Services.
(i) The Committee shall either:
- (A) approve any non-audit services provided by the External Auditor or the external auditor of any subsidiary of the Company to the Company (including its subsidiaries); or
- (B) adopt specific policies and procedures for the engagement of non-audit services, provided that such pre-approval policies and procedures are detailed as to the particular service, the audit committee is informed of each non-audit service and the procedures do not include delegation of the audit committee’s responsibilities to management.
(ii) The Committee may delegate to one or more independent members of the Committee the authority to pre-approve non-audit services in satisfaction of the requirement in the previous

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section, provided that such member or members must present any non-audit services so approved to the full Committee at its first scheduled meeting following such pre-approval.

(iii) The Committee shall instruct management to promptly bring to its attention any services performed by the External Auditor which were not recognized by the Company at the time of the engagement as being non-audit services.

10. Other

10.1 Related Party Transactions

The Committee shall review and approve all related party transactions in which the Company is involved or which the Company proposes to enter into.

10.2 Expense Accounts

The Committee shall review and make recommendations with respect to:

(a) the expense account summaries submitted by the President and Chief Executive Officer on an annual basis;
(b) the Company’s expense account policy, and rules relating to the standardization of the reporting on expense accounts

10.3 Whistle Blowing

The Committee shall put in place procedures for:

(a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and
(b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
Performance Evaluation

On a regular basis, the Committee shall follow the process established by the Board for assessing the performance and effectiveness of the Committee.

Charter Review

The Committee shall review and assess the adequacy of this Charter on an annual basis and recommend to the Board any changes it deems appropriate.

AI assistant

Talisker Resources — Annual Report 2022

43814_rns_2023-03-31_4aebce00-f152-44e9-9c66-7f306d59b391.pdf

TABLE OF CONTENTS

1. PRELIMINARY INFORMATION

1.1 Date of Information

1.2 Forward-Looking Information

1.3 Units of Measurement and Currency

1.4 Information Incorporated by Reference

2. CORPORATE STRUCTURE

2.2 Intercorporate Relationships

3. GENERAL DEVELOPMENT OF THE BUSINESS

2020

2021

2022

Recent Developments

3.2 Significant Acquisitions

4. GENERAL DESCRIPTION OF THE BUSINESS

4.1 General Overview

Talisker BC Properties

Competitive Conditions

Specialized Skill and Knowledge

Cycles

Environmental Protection

Employees

4.2 Material Properties

Bralorne Gold Project

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“ 1. SUMMARY

1.1 Introduction

1.2 Issuer

1.3 Contributors and Qualified Persons

1.4 Property Description and Location

1.5 Geology

1.6 Mineralization

1.7 Mineral Resource Estimates

Bralorne Gold Project 2023 Mineral Resource Estimate

MRE Notes:

1.7.1 Interpretation and Conclusions

1.7.2 Recommendations

Estimated costs for the recommended work program

Exploration

4.3 Other Properties

a) Ladner Gold Project

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b) Spences Bridge Gold Project

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Falcon, Cobra and Dora

Blustry Mountain Property

c) Lola Property

d) Remington Property

e) Big Sheep Property

f) Blue Jay Property

g) SC Property

h) Tulox Property

Dora-Merritt Property Option

Golden Hornet Property Option

Barnato Prospect

5. RISK FACTORS

Nature of Mineral Exploration and Mining

Exploration, Development and Operations

Early Stage Status and Nature of Exploration

Liquidity and Additional Financing

No Earnings and History of Losses

Market Price of the Common Shares

Volatility of Commodity Prices

Industry and Economic Factors Affecting the Company

Geopolitical and Economic Risk

Title Matters

Uncertainty and Inherent Sample Variability

Reliability of Mineral Resources Estimates

Uncertainty Relating to Inferred Mineral Resources

Environmental Risks and Hazards

Influence of Third-Party Stakeholders

Term and Extension of Concession Contracts

Management of Growth

Governmental Regulation

Permitting

Surface Rights

Risk of Litigation

Talisker Resources Annual Report 2022