Talisker Resources Ltd. (TSX:TSK) signed a definitive agreement to acquire New Carolin Gold Corp. (TSXV:LAD) for CAD 5.3 million on July 25, 2021. Consideration paid is in all-share.

Under the terms of the agreement, Talisker will acquire all of the outstanding common shares of New Carolin for consideration of 0.3196 of a common share of Talisker for each New Carolin Common Share held. In connection with the Transaction, New Carolin entered into agreements to settle approximately CAD 500,000 of New Carolin's outstanding payables following closing of the Transaction. In support of the Transaction, Talisker also advanced CAD 400,000 to New Carolin.

The proceeds of the Loan were used to repurchase a 5% Net Profit Interest on the Ladner Gold Project and for general corporate purposes. The Company has agreed to pay a termination fee to Talisker of CAD 100,000 upon the occurrence of certain termination events. The transaction is subject to court approval, approval of at least 66 2/3% of the votes cast by the shareholders of New Carolin, and the holders of options and warrants, voting together as a single class, regulatory approvals including, but not limited to, TSX and TSX Venture Exchange approval, shareholders will not have exercised Dissent Rights other than Shareholders representing not more than 5% of the Common Shares then outstanding, and other closing conditions.

The transaction was approved unanimously by the Board of Directors of the New Carolin and the Board recommends that New Carolin shareholders vote in favor of the Arrangement. In connection to the transaction, directors and officers holding 3.2% of issued and outstanding common shares of the New Carolin have entered into voting support agreements with Talisker, pursuant to which they have agreed, among other things, to vote their Common Shares in favor of the Transaction. The shareholder meeting is expected to be held in September 2021 and the Transaction is expected to close shortly thereafter.

The shareholder meeting will be held on September 9, 2021 to approve the transaction. As of September 9, 2021, New Carolin Gold Corp. securityholders approved the transaction.

New Carolin will seek a final order of the Supreme Court of British Columbia to approve the Arrangement at a hearing expected to be held on or about September 14, 2021. As of September 14, 2021, New Carolin Gold Corp. has obtained a final order from the Supreme Court of British Columbia approving the transaction.

As of August 27, 2021, the transaction is expected to be completed on or about September 16, 2021. The Board of New Carolin received a fairness opinion from Evans and Evans, Inc., which states that the consideration to be received by New Carolin shareholders under the Transaction is fair, from a financial point of view, to New Carolin shareholders. Jay Goldman and Lindsay Clements of Cassels Brock & Blackwell LLP are acting as legal advisor to Talisker.

Eric Lung of Dentons is acting as legal advisor to New Carolin. New Carolin has engaged Gryphon Advisors to provide proxy solicitation agent services and will pay a fee of CAD 25,000 for the services. TSX Trust Company is the transfer agent for Talisker shares and Computershare Investor Services Inc. is the transfer agent for New Carolin shares.