Talisker Resources — Capital/Financing Update 2024

Oct 26, 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

October 9, 2024 and October 17, 2024.

Item 3. News Release

On each of October 9, 2024 and October 17, 2024, a news release in respect of the material change was disseminated through Globe Newswire and subsequently filed on SEDAR+.

Item 4. Summary of Material Change

On October 9, 2024, Talisker announced that it had secured a financing package of approximately $21.5 million (the “ Financing Package ”). The Financing Package has three components: (i) US$11,750,000 from the second closing (the “ Sprott Second Draw ”) of the previously announced royalty agreement with Sprott Private Resource Streaming and Royalty (B) Corp. (“ Sprott ”); (ii) a $4,000,000 convertible debenture (the “ Convertible Debenture ”) from the Phoenix Gold Fund (“ Phoenix ”); and (iii) a non-brokered private placement (the “ Gold-Linked Note Financing ”) of up to $1,500,000 of gold-linked notes (the “ Notes ”). Proceeds from the Financing Package will be used to continue advancement of the Company’s flagship Bralorne Gold Project in British Columbia and for general corporate purposes.

On October 17, 2024, Talisker announced that the Gold-Linked Note Financing had closed, with $1,332,000 of Notes being issued.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

On October 9, 2024, Talisker announced that it had secured the Financing Package of approximately $21.5 million. The Financing Package had three components: (i) the Sprott Second Draw; (ii) the Convertible Debenture from Phoenix; and (iii) the Gold-Linked Note Financing of up to $1,500,000 of Notes. Proceeds from the Financing Package will be used to continue advancement of the Company’s flagship Bralorne Gold Project in British Columbia and for general corporate purposes.

Financing Package

Convertible Debenture

• The Convertible Debenture is an unsecured obligation of the Company in the principal amount of $4 million. It bears interest at a rate of 12% per annum, calculated and payable quarterly in arrears, and has a term of three years.

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• Phoenix may convert the principal amount to common shares of Talisker (the “ Shares ”) at a conversion price of $0.50, being 120% of the market price of the Shares on the Toronto Stock Exchange (the “ TSX ”) on the trading day prior to the date of the Convertible Debenture (the “ Conversion Price ”).

• Talisker has the option to convert all or any portion of the Convertible Debenture into Shares if the closing price of the Shares on the TSX is at least 130% of the Conversion Price for each of the 20 trading days before a notice of conversion is delivered to Phoenix. If Shares are issued to Phoenix pursuant to the Company’s conversion right and Phoenix wishes to sell any Shares, Talisker also has the right to identify a purchaser for such Shares.

• In connection with issuing the Convertible Debenture, the Company issued 500,000 Shares representing a finder’s fee of $200,000, which is equal to 5% of the principal amount of the Convertible Debenture.

Gold-Linked Note Financing

• As of October 9, 2024, the Company had received subscriptions to issue Notes in the aggregate principal amount of $1,307,000.

• On October 17, 2024, the Company announced that the Gold-Linked Note Financing had closed, with $1,332,000 of Notes being issued.

• The Notes are senior unsecured obligations of the Company and are not convertible into Shares.

• The Notes bear interest at a rate of 15% per annum and mature on December 31, 2027.

• The principal amount of the Notes will be used to calculate the quantity of gold (the “ Gold Quantity ”) to be represented by the Notes, being the deemed number of ounces of gold using a price (the “ Floor Price ”) of US$2,500. The Gold Quantity will be reduced on each of December 31, 2025, December 31, 2026, and December 31, 2027, by that number of ounces that represents 15%, 25% and 60%, respectively, of the Gold Quantity on the closing of the Gold-Linked Note Financing, by the payment of the Deemed value of such Gold Quantity. The “ Deemed Value ” means the applicable Gold Quantity multiplied by the Gold Price (the “ Gold Price ” being the greater of: (a) the Floor Price; and (b) the “London Gold Fix” price per ounce (in U.S. dollars) as of the 15th day of the month of such payment date).

• Interest shall be calculated and payable quarterly in arrears, with the interest payable being calculated based on the Deemed Value of the Gold Quantity on the applicable interest payment date.

• In connection with the Gold-Linked Note Financing, the Company paid finder’s fees of $65,350 in cash, representing 5% of the gross proceeds from the sale of certain Notes.

Sprott Second Draw

As part of the closing of the Sprott Second Draw, on September 16, 2024, Sprott entered into a subordination agreement with Osisko Gold Royalties Ltd (“ Osisko ”) which, among other matters, provided that the security interest over all present and after-acquired personal property of Bralorne Gold Mines Ltd. (“ Bralorne ”) (including a pledge of shares of Bralorne by the Company and a debenture by Bralorne) granted in favour of Sprott will be subordinated to the security interest over all present and after-acquired personal property of Bralorne (including a pledge of shares of Bralorne by the Company and a debenture by Bralorne) granted in favour of Osisko. The Company also entered into an agreement with Sprott to amend the royalty agreement dated June 9, 2023, between Sprott, the Company and Bralorne Gold Mines Ltd. (the “ Sprott Royalty Agreement ”).

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The material amendments to the Sprott Royalty Agreement include the following:

• Buyback Right – The various time frames for exercise by Bralorne of its right to buy back up to 50% of the royalty have each been pushed back by six months, with the first period commencing on or before June 30, 2025 (was December 31, 2024) and the outside date ending June 30, 2029 (was December 31, 2028). The Company continues to have the right to satisfy the buyback right in cash or in Shares (subject to a 4.9% ownership limit, calculated at the time of the buyback), at the Company’s sole discretion (and subject to prior approval of the TSX).

• Production Target – The time frame for the quarterly production target of 17,500 ounces has been pushed back, such that such target applies for the quarters ending March 31, 2028 (was September 30, 2026) and June 30, 2028 (was December 31, 2026).

Related Party Disclosure

Andres Tinajero, Chief Financial Officer of the Company, participated in the Gold-Linked Note Financing and acquired $210,000 of Notes. As a result, the Gold-Linked Note Financing may be considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). 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. Tinajero’s participation in the Gold-Linked Note Financing was below 25% of the Company’s market capitalization for purposes of MI 61-101.

Since the Notes are not convertible into Shares, both prior to and following the closing of the Gold-Linked Note Financing, Mr. Tinajero had beneficial ownership and control over an aggregate of 1,170,694 Shares (which represent approximately 1.19% of the issued and outstanding Shares) and convertible securities entitling him to acquire an additional 16,667 Shares (which represent approximately 1.21% of the Shares on a partially diluted basis). The Gold-Linked Note Financing was approved unanimously by the board of directors of the Company.

The Company filed this material change report following the closing of Tranche 2 which is less than the required 21 days in advance of the closing of Tranche 2. The Company deems this reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and to complete the GoldLinked Note Financing 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:

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Terry Harbort, President and Chief Executive Officer terry.harbort@taliskerresources.com

+1 (416) 357-0227

Item 9.

Date of Report

October 25, 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 Financing Package. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Talisker. Although such statements are based on reasonable assumptions of Talisker’s management, there can be no assurance that any conclusions or forecasts will prove to be accurate.

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

The forward-looking information contained in this 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.