Talisker Resources — Capital/Financing Update 2025

May 9, 2025

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
May 5, 2025.

Item 3. News Release
On May 5, 2025, 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 May 5, 2025, Talisker closed a “best-efforts” private placement (the “Offering”) for total gross proceeds of $8 million, which includes the exercise in full of the over-allotment option. In connection with the Offering, the Company issued 16,000,000 units (“Units”) at a price of C$0.50 per Unit.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change
On May 5, 2025, Talisker closed the Offering for total gross proceeds of $8 million, which includes the exercise in full of the over-allotment option. In connection with the Offering, the Company issued 16,000,000 Units at a price of C$0.50 per Unit. Red Cloud Securities Inc. acted as sole agent and bookrunner in connection with the Offering.

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$0.75 per Common Share until May 5, 2028.

The Company has received approval from the Toronto Stock Exchange (“TSX”) for the listing of 7,910,000 Warrants issued under the Offering which are freely tradeable. The Warrants are expected to be listed as of market open on or about May 13, 2025. The remaining 90,000 Warrants issued under the Offering are subject to a four month hold period, and the Company intends to apply for the listing of such Warrants upon expiry of the hold period.

The Company intends to use the net proceeds from the Offering for the continued advancement of the Company’s flagship Bralorne Gold Project in British Columbia, as well as for general corporate purposes and working capital.

8,672,000 Units under the Offering were issued pursuant to the listed issuer financing exemption (the “Listed Issuer Financing Exemption”) under Part 5A of National Instrument 45-106 – Prospectus Exemptions, and the balance of the Units were issued on a private placement basis pursuant to exemptions from the prospectus requirements in Canada other than the Listed Issuer Financing Exemption and in

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offshore jurisdictions. An offering document with respect to the Offering has been filed on the Company's profile on SEDAR+ at (www.sedarplus.ca).

The Common Shares and Warrants issuable from the sale of Units under the Listed Issuer Financing Exemption are not subject to a hold period in accordance with Canadian securities laws and are immediately freely tradeable, while the Common Shares and Warrants issuable from the sale of Units under other prospectus exemptions in Canada are subject to a four month hold period.

Related Party Disclosure

Certain insiders' participation in the Offering is 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 such insiders’ participation in the Offering was below 25% of the Company’s market capitalization for purposes of MI 61-101.

Mr. Andres Tinajero, Chief Financial Officer of the Company, acquired 688,000 Units under the Offering. Prior to the closing of the Offering, Mr. Tinajero had ownership and control (together with any joint actors) over an aggregate of 1,170,694 Common Shares (which represented approximately 1.17% of the then issued and outstanding Common Shares) and convertible securities entitling him to acquire an additional 785,000 Common Shares (which represented approximately 1.68% of the Common Shares on a partially diluted basis). Following the closing of the Offering, Mr. Tinajero had ownership and control over an aggregate of 1,858,694 Common Shares (which represented approximately 1.60% of the issued and outstanding Common Shares immediately following the Offering), and convertible securities entitling him to acquire an additional 1,129,000 Common Shares, representing approximately 2.55% of the Common Shares on a partially diluted basis immediately following the Offering.

Mr. Stephen Burleton, a director of the Company, acquired 50,000 Units under the Offering. Prior to the closing of the Offering, Mr. Burleton, had ownership and control (together with any joint actors) over no Common Shares and convertible securities entitling him to acquire 295,000 Common Shares (which represented approximately 0.29% of the Common Shares on a partially diluted basis). Following the closing of the Offering, Mr. Burleton had ownership and control over an aggregate of 50,000 Common Shares (which represented approximately 0.04% of the issued and outstanding Common Shares immediately following the Offering), and convertible securities entitling him to acquire an additional 320,000 Common Shares, representing approximately 0.32% of the Common Shares on a partially diluted basis immediately following the Offering.

Arbiter Partners Capital Management, LLC (through its affiliates and funds managed by it) (“Arbiter”), an insider of the Company, acquired 2,800,000 Units under the Offering. Prior to the closing of the Offering, Arbiter had ownership of and control over an aggregate of 13,810,171 Common Shares (which represented approximately 13.82% of the then issued and outstanding Common Shares) and convertible securities entitling it to acquire an additional 1,583,333 Common Shares (which represented approximately 15.17% of the issued and outstanding Common Shares on a partially diluted basis). Following the closing of the Offering, Arbiter had ownership and control over an aggregate of 16,610,171 Common Shares (which represented approximately 14.33% of the issued and outstanding Common Shares immediately following the Offering) and convertible securities entitling it to acquire an additional 2,983,333 Common Shares, representing approximately 16.48% of the issued and outstanding Common Shares on a partially diluted basis immediately following the Offering.

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The Company filed this material change report following the closing of the Offering which is less than the required 21 days in advance of the closing of the Offering. The Company deemed 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
+1 (416) 357-0227

Item 9. Date of Report

May 9, 2025

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 forward-looking 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 and the listing of the Warrants on the TSX and the timing thereof. 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.