A. Murray Sinclair Acquires Shares of Talmine Resources Ltd.

Vancouver, British Columbia--(Newsfile Corp. - June 30, 2021) - This press release is issued pursuant to National Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Waverley Resources Ltd. ("Waverley") completed a spin-out of its Tin City Project into Talmine Resources Ltd. (the "Issuer") by a Plan of Arrangement under the Ontario Business Corporations Act (the "Arrangement") on June 30, 2021 (the "Effective Date").

Pursuant to the Arrangement, Waverley distributed common shares of the Issuer ("Talmine Shares") it received under the Arrangement to holders ("Waverley Shareholders") of common shares of Waverley ("Waverley Shares") on a pro rata basis, such that Waverley Shareholders received 0.1 Talmine Share for every 1 Waverley Share held on the Effective Date.

As a result of the Arrangement, Mr. Sinclair acquired beneficial ownership of and / or exercise of control or direction over an aggregate 635,000 Talmine Shares representing approximately 18.10% of the issued and outstanding Talmine Shares. Prior to completion of the Arrangement, Mr. Sinclair did not beneficially own or control any securities of the Issuer.

The Talmine Shares issued on the Effective Date were distributed pursuant to the Arrangement and no consideration was paid. The Talmine Shares were acquired pursuant to the Arrangement because Mr. Sinclair is a Waverley Shareholder and will be held for investment purposes.

The Issuer expects to conduct a private placement of up to 3,000,000 Talmine Shares at a price of $0.05 per Talmine Share for gross proceeds of $150,000 and, as of the date of this press release, Mr. Sinclair intends to participate in this private placement whereby he expects to acquire 500,000 Talmine Shares. Assuming the private placement is fully subscribed, Mr. Sinclair's aggregate shareholding in Talmine is expected to be 1,135,000 Talmine Shares representing 17.44% of the issued and outstanding Talmine Shares post-closing of the private placement.

A report respecting this acquisition will be electronically filed with the Securities Commission in each jurisdiction where the Issuer is reporting and will be available for viewing on SEDAR at www.sedar.com. To obtain a copy of the report, contact Mr. Sinclair at 604-488-5410.

(signed) "A. Murray Sinclair"
A. Murray Sinclair

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/89178

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