Talisker Resources — Capital/Financing Update 2024

Aug 22, 2024

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address

Talisker Resources Ltd. (“ Talisker ” or the “ Company ”) 130 Adelaide Street West, Suite 3002 Toronto, Ontario M5H 3P5

Item 2. Date of Material Change

August 12, 2024.

Item 3. News Release

On August 13, 2024, a news release in respect of the material change were disseminated through Globe Newswire and subsequently filed on SEDAR+.

Item 4. Summary of Material Change

On August 13, 2024, Talisker announced that it closed the first tranche (“ Tranche 1 ”) of a non-brokered private placement (the “ Offering ”) of units of the Company (“ Units ”). In connection with Tranche 1, the Company issued 5,425,500 Units at a price of C$0.40 per Unit for aggregate gross proceeds of C$2.17 million.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

On August 13, 2024, Talisker announced that it closed Tranche 1 of the Offering. In connection with Tranche 1, the Company issued 5,425,000 Units at a price of C$0.40 per Unit for aggregate gross proceeds of C$2.17 million.

Each Unit consisted of one common share of the Company (each, a “ Common Share ”) and one-half of one common share purchase warrant (each whole warrant, a “ Warrant ”). Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of C$0.60 per Common Share until August 12, 2026.

The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

In connection with the Offering, the Company paid finder’s fees in an amount equal to 6% of the gross proceeds from the sale of certain Units under Tranche 1, and issued finder’s warrants equal to 6% of certain Units sold under Tranche 1, with each finder’s warrant exercisable into one Common Share at an exercise price of C$0.46 per Common Share until August 12, 2026.

Related Party Disclosure

Terence Harbort, Chief Executive Officer of the Company, indirectly acquired 375,000 Units under Tranche 1. Mr. Harbort’s participation in Tranche 1 is considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-

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101 ”). Pursuant to Sections 5.5(a) and 5.7(1)(a) of MI 61-101, the Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval because the fair market value of Mr. Harbort’s participation in the Offering was below 25% of the Company’s market capitalization for purposes of MI 61-101.

Prior to the closing of Tranche 1, Mr. Harbort had ownership and control (together with any joint actors) over an aggregate of 2,873,368 Common Shares (which represented approximately 3.2% of the then issued and outstanding Common Shares) and convertible securities entitling him to acquire an additional 360,000 Common Shares (which represented approximately 3.6% of the Common Shares on a partially diluted basis). Following the closing of Tranche 1, Mr. Harbort has ownership and control (together with any joint actors) over an aggregate of 3,248,368 Common Shares (which represents approximately 3.4% of the issued and outstanding Common Shares), and convertible securities entitling him to acquire an additional 547,500 Common Shares representing approximately 4.0% of the Common Shares on a partially diluted basis.

The Company filed this material change report following the closing of Tranche 1 which is less than the required 21 days in advance of the closing of Tranche 1. The Company deems this reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and to complete the Offering in an expeditious manner.

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) 357-0227

Item 9.

Date of Report

August 22, 2024

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. 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 forwardlooking information and are based on Talisker’s current belief or assumptions as to the outcome and timing of such future events. In particular, this material change report contains forward-looking information relating to, among other things, the intended use of proceeds of the Offering, the completion of the second tranche of the Offering and the timing thereof, and final approval of the Toronto Stock Exchange. 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

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to Talisker. Although such statements are based on reasonable assumptions of Talisker’s management, there can be no assurance that any conclusions or forecasts will prove to be accurate.

Forward looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include risks inherent in the exploration and development of mineral deposits, including risks relating to changes in project parameters as plans continue to be redefined, risks relating to variations in grade or recovery rates, risks relating to changes in mineral prices and the worldwide demand for and supply of minerals, risks related to increased competition and current global financial conditions, access and supply risks, reliance on key personnel, operational risks, regulatory risks, including risks relating to the acquisition of the necessary licenses and permits, financing, capitalization and liquidity risks, title and environmental risks and risks relating to the failure to receive all requisite shareholder and regulatory approvals.

The forward-looking information contained in this 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.