Talisker Resources — Capital/Financing Update 2023

Sep 11, 2023

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address

Talisker Resources Ltd. (“ Talisker ” or the “ Company ”) 350 Bay Street, Suite 400 Toronto, Ontario M5H 2S6

Item 2. Date of Material Change

September 1, 2023

Item 3. News Release

News releases relating to the material change described herein were disseminated on August 29, 2023 and September 1, 2023.

Item 4. Summary of Material Change

On September 1, 2023 (the “ Effective Date ”), the Company effected a consolidation of its common shares (“ Shares ”) on the basis of one post-consolidation Share for every five pre-consolidation Shares (the “ Consolidation ”).

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

The Consolidation was approved on the basis of a range of up to five pre-consolidation Shares for every one postconsolidation Share at the annual and special meeting of shareholders of the Company held on June 29, 2023. The directors of the Company subsequently approved the Consolidation. As a result of the Consolidation, the number of issued and outstanding Shares was reduced from 384,856,151 to approximately 76,971,230, subject to adjustment for rounding. No fractional shares were issued in connection with the Consolidation. If a holder of Shares would otherwise be entitled to a fraction of a share, then the number of post-Consolidation Shares issuable to such shareholder was rounded down to the next lower whole number. No cash consideration will be paid in respect of fractional shares. The exercise or conversion price and/or the number of Shares issuable under any of the Company’s outstanding convertible securities was proportionately adjusted in connection with the Consolidation.

The Shares continue to trade on the TSX under the symbol “TSK” and on the OTCQX under the symbol “TSKFF” on a post-Consolidation basis, under a new CUSIP number - 87425A887. The Shares began trading on a postconsolidation basis on the TSX when markets opened on Wednesday, September 6, 2023.

Shareholders of record as of the Effective Date received, or will receive, a letter of transmittal from TSX Trust Company, the transfer agent for the Shares, providing instructions for the exchange of their Shares. Until surrendered, each share certificate representing pre-Consolidation Shares will represent the number of whole post-Consolidation Shares to which the holder is entitled as a result of the Consolidation.

5.2 Disclosure for Restructuring Transaction

Not applicable.

Item 6. Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

Not applicable.

Item 8. Executive Officer

The following executive officer of the Company is knowledgeable about the material change and this report:

Terry Harbort, President and Chief Executive Officer terry.harbort@taliskerresources.com +1 (416) 361-2808

Item 9. Date of Report

September 11, 2023

Caution Regarding Forward Looking Statements

Certain statements contained in this material change report constitute forward-looking information. These statements relate to future events or future performance and include statements regarding the effect of the Consolidation on the Company’s capital structure, including the number of Shares outstanding after the Consolidation. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Talisker’s current belief or assumptions as to the outcome and timing of such future events. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Talisker. Although such statements are based on reasonable assumptions of Talisker’s management, there can be no assurance that any conclusions or forecasts will prove to be accurate.

Forward looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include risks relating to general business, economic, competitive, policy and social uncertainties, and risks relating to the failure to receive all requisite regulatory approvals.

The forward-looking information contained in this material change report is made as of the date hereof, and Talisker is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.