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Talon Metals Corp. (TSX: TLO,OTC:TLOFF) (OTCID: TLOFF) (along with its subsidiaries, “Talon” or the “Firm”) is happy to announce the signing of a share buy settlement (the “Share Buy Settlement”) with Lundin Mining Company (TSX: LUN) (Stockholm: LUMI) (“Lundin Mining”). The Share Buy Settlement gives for a transaction (the “Transaction”) that may outcome within the mixture of Lundin Mining’s producing Eagle Mine and related Humboldt Mill with Talon’s curiosity within the Tamarack Nickel-Copper-Cobalt Undertaking (the “Tamarack Nickel-Copper Undertaking”) and a potential exploration land package deal of over 400,000 acres in Michigan, which incorporates the Boulderdash nickelcopper discovery 8-miles from the Eagle Mine, and Talon’s proposed North Dakota Beulah Minerals Processing Facility (the “BMPF”).
KEY TRANSACTION HIGHLIGHTS
- Talon will purchase 100% of the Eagle Mine and Humboldt Mill operations.
- Talon will subject 275,152,232 widespread shares to Lundin Mining, representing 18.73% of the Firm on a non-diluted foundation after the Concurrent Non-public Placement by the Lundin Household Belief. Along with Lundin Mining’s possession curiosity in Talon earlier than the Transaction, Lundin Mining will personal 19.99% of Talon after closing of the Transaction on a non-diluted foundation.
- A concurrent Non-public Placement with the Lundin Household Belief for about US$5.6 million in gross proceeds, will outcome within the Lundin Household Belief proudly owning roughly 1.26% of Talon after closing of the Transaction on a non-diluted foundation.
- Jack Lundin and Juan Andrés Morel, the CEO and COO, respectively, of Lundin Mining will be part of the Talon Board.
- Lundin Mining will keep all monetary assurances for the Eagle Mine and Humboldt Mill reclamation till Talon’s Board approves improvement of a brand new mine, offered that Talon makes use of commercially affordable efforts to amend or change such monetary assurances.
CREATING A UNIFIED, MULTI-ASSET U.S. NICKEL PLATFORM
“This transaction brings collectively the constructive cash-flow-generating Eagle Mine and Humboldt Mill, the confirmed working expertise of the Eagle and Humboldt groups, and Talon’s in-house exploration capabilities to create the one working main nickel-copper firm in america with growth potential,” stated Henri van Rooyen, Chief Government Officer of Talon. “The combination allows our mixed group to advance our 4 strategic priorities in parallel – extending the Eagle mine life, accelerating exploration in Michigan and in Minnesota, advancing allowing on the Tamarack Nickel-Copper Undertaking and the Beulah Minerals Processing Facility, and progressing engineering in direction of feasibility research and development.”
The unified Talon group will deploy the constructive money stream from the Eagle Mine and Humboldt Mill, along with an estimated US$27 million of money and money equivalents, in direction of:
Extending Eagle Mine Life By Fashionable Practices
The Eagle Mine and Humboldt Mill exemplify fashionable mining, constructed and operated to the very best requirements of security and environmental duty in Michigan’s Higher Peninsula. Ongoing effectivity enhancements and optimizations has the potential to increase the mine’s life to keep up full capability on the Humboldt Mill.
Accelerating Exploration in Michigan and at Tamarack
With the Humboldt Mill ideally positioned to course of ore from Talon’s Michigan discoveries similar to Boulderdash – simply 8 miles from the Eagle Mine – Talon’s in-house exploration group, chargeable for 5 discoveries in 5 years, plans to execute its most bold exploration program so far in 2026.
Advancing Tamarack and BMPF Environmental Evaluation and Allowing
Constructing on the profitable allowing and exemplary environmental efficiency of the Eagle Mine and Humboldt Mill, the unified group combines Eagle’s operational expertise with Talon’s environmental specialists to advance the Tamarack Nickel-Copper Undertaking by way of environmental assessment and allowing in direction of development.
Progressing Engineering for the Future Tamarack Mine and BMPF
Following the iterative design means of the proposed Tamarack mine, pushed by two years of collaboration with the Minnesota Division of Pure Assets and collaborating Tribal governments, Talon is proposing a “mine of the longer term” with all potential environmental impacts anticipated to be managed inside one totally enclosed facility. The confirmed Eagle group, with its monitor file in mine design, engineering, development, and operations, will now combine with the Talon group to finish the feasibility research together with environmental assessment and allowing, bettering confidence within the design and long-term operability of those belongings.
“During the last decade, American policymakers have acknowledged that dependence on international sources for important minerals is a nationwide safety threat,” stated Henri van Rooyen, Talon CEO. “This transaction is a direct response, uniting fashionable nickel mining and processing operations with the Tamarack Nickel-Copper Undertaking and exploration belongings, together with the Boulderdash discovery 8-miles from the Eagle mine, to make sure a home provide of nickel and different important minerals for protection, vitality and superior expertise manufacturing.”
ABOUT THE TRANSACTION
Pursuant to the phrases of the Share Buy Settlement, Talon will purchase 100% of the excellent shares of Lundin Mining US Ltd. (“Lundin SubCo“), a wholly-owned subsidiary of Lundin Mining, which owns the Eagle Mine and Humboldt Mill, in trade for: (i) 275,152,232 Talon Shares which can end in Lundin Mining rising its curiosity in Talon from 1.57% to 19.99% of the excellent Talon Shares on a non-diluted foundation, based mostly on the variety of Talon Shares which are issued and excellent as of the date of the Share Buy Settlement (and assuming the issuance of Talon Shares pursuant to the Concurrent Non-public Placement); and (ii) the grant of a manufacturing fee royalty (the “Manufacturing Fee Royalty“) on ore from sources apart from the Eagle Mine that’s processed by way of the Humboldt Mill at a charge of US$1.00 per tonne, as much as a most combination fee of US$20.0 million, representing 20 million tonnes of ore.
The Share Buy Settlement additionally gives that, concurrently with closing of the Transaction, Talon and Lundin Mining will enter into an investor rights settlement (the “Investor Rights Settlement“) and a lock-up settlement (the “Lock-Up Settlement“). The Investor Rights Settlement will present Lundin Mining with sure board nomination rights, in addition to participation rights in respect of future fairness issuances by Talon to permit it to keep up its possession curiosity, for as long as Lundin Mining has useful possession of at the least 10% of the Talon Shares. The Lock-Up Settlement will present for limitations on gross sales of Talon Shares by Lundin Mining throughout the two-year interval following the date of the Lock-Up Settlement. The Lock-Up Settlement may even present that Lundin Mining won’t purchase useful possession of greater than 19.99% of the Talon Shares throughout the one-year interval following the date of the Lock-Up Settlement, topic to sure exceptions.
As well as, Lundin Mining has agreed to keep up and bear the price of all monetary assurances offered in respect of mining and reclamation operations of the Eagle Mine and Humboldt Mill till the board of administrators of Talon (the “Talon Board“) makes a “Optimistic Closing Funding Choice” in respect of creating a mine on any of Talon’s properties, offered that Talon makes use of commercially affordable efforts to amend or change such monetary assurances.
Director and Officer Adjustments
At closing of the Transaction, the Talon Board will likely be reconstituted to include ten administrators, together with Jack Lundin and Juan Andrés Morel, the CEO and COO, respectively, of Lundin Mining and 7 of the eight administrators at the moment on the Talon Board. Darby Stacey, the present Managing Director of Eagle Mine, will likely be appointed to the Talon Board and appointed as CEO of Talon, overseeing the operations of the mixed belongings, with Henri van Rooyen being appointed Government Chairman. On closing of the Transaction, Warren Newfield will likely be stepping down from the Talon Board and as Government Chairman of Talon.
Henri van Rooyen, Talon CEO stated: “On behalf of Talon, I want to sincerely thank Warren Newfield for his a few years of help as Government Chairman, throughout which Talon achieved quite a few necessary milestones that created vital worth for shareholders.”
Concurrent Non-public Placement
Concurrently with the signing of the Share Buy Settlement, Talon signed a subscription settlement with a belief settled by the late Adolf H. Lundin (the “Lundin Household Belief“) pursuant to which the Lundin Household Belief agreed to buy 18,555,783 Talon Shares, at a worth of C$0.4194 per Talon Share (the “Challenge Worth“), which is the deemed worth of the Talon Shares to be issued to Lundin Mining in reference to the Transaction, on a personal placement foundation for gross proceeds of roughly C$7.8 million or US$5.6 million (the “Concurrent Non-public Placement“).
The gross proceeds of the Concurrent Non-public Placement will likely be used to fund transition prices, due diligence prices, acquisition prices, and integration prices.
The Concurrent Non-public Placement is predicted to shut concurrently with the closing of the Transaction. It is usually anticipated that Talon and the Lundin Household Belief will enter into an settlement in reference to the closing of the Concurrent Non-public Placement that gives the Lundin Household Belief with a contractual proper in respect of future fairness choices by Talon, so it has the flexibility to keep up its possession curiosity in Talon.
Share Consolidation
Below the phrases of the Share Buy Settlement, Talon agreed to finish a consolidation of the Talon Shares (the “Consolidation“) as quickly as practicable after the closing of the Transaction. The Consolidation could be on the premise of 1 post-consolidation Talon Share for each ten pre-consolidation Talon Shares, as accepted by the shareholders of Talon on the annual and particular assembly of shareholders held on June 25, 2025. The Talon Board has accepted the Consolidation and the date the Talon Board has decided to implement the Consolidation will likely be introduced in reference to closing of the Transaction, along with extra particulars concerning the Consolidation.
Further Transaction Particulars
The Transaction and the Concurrent Non-public Placement are anticipated to shut in early January, topic to the approval of the Toronto Inventory Trade (the “TSX“), in addition to the satisfaction or waiver of different customary closing situations.
Additional info relating to the phrases of the Transaction are set out within the Share Buy Settlement, which will likely be publicly filed by the Firm beneath its SEDAR+ profile at www.sedarplus.ca.
Advisors
Canaccord Genuity Corp. was engaged as monetary advisor to the Firm. Cassels Brock & Blackwell LLP and Dorsey & Whitney LLP are appearing as authorized counsel to the Firm.
ABOUT TALON
Talon is a TSX-listed base metals firm in a three way partnership with Rio Tinto on the high-grade Tamarack Nickel-Copper-Cobalt Undertaking situated in central Minnesota. Talon’s shares are additionally traded within the US over the OTC market beneath the image TLOFF. The Tamarack Nickel Copper Undertaking includes a big land place (18km of strike size) with extra high-grade intercepts outdoors the present useful resource space. Talon has an earn-in proper to amass as much as 60% of the Tamarack Nickel Copper Undertaking and at the moment owns 51%. Talon has a neutrality and workforce improvement settlement in place with the United Steelworkers union. Talon’s Beulah Mineral Processing Facility in Mercer County was chosen by the US Division of Power for US$114.8 million funding grant from the Bipartisan Infrastructure Legislation and the US Division of Struggle awarded Talon a grant of US$20.6 million to help and speed up Talon’s exploration efforts in each Minnesota and Michigan. Talon has well-qualified skilled exploration, mine improvement, exterior affairs and mine allowing groups.
FORWARD-LOOKING STATEMENTS
This information launch accommodates sure “forward-looking statements”. All statements, apart from statements of historic undeniable fact that deal with actions, occasions or developments that the Firm believes, expects or anticipates will or might happen sooner or later are forward-looking statements. These forward-looking statements mirror the present expectations or beliefs of the Firm based mostly on info at the moment accessible to the Firm. Such forward-looking statements embody statements regarding the Transaction and Concurrent Non-public Placement, together with the influence and anticipated advantages of the Transaction; the anticipated timing of the completion of the Transaction and the Concurrent Non-public Placement; the grant of the Manufacturing Fee Royalty, getting into into the Investor Rights Settlement, the Lock-Up Settlement, and the settlement in reference to the Concurrent Non-public Placement, and the phrases thereunder, and the timing thereof; modifications to the Talon Board; using proceeds of the Concurrent Non-public Placement; implementing the Consolidation and the efficient date thereof; future exploration work, together with future drill holes, drill outcomes, assays, geophysics and geological interpretations. Ahead-looking statements are topic to vital dangers and uncertainties and different elements that would trigger the precise outcomes to vary materially from these mentioned within the forward-looking statements, and even when such precise outcomes are realized or considerably realized, there could be no assurance that they are going to have the anticipated penalties to, or results on the Firm.
Any forward-looking assertion speaks solely as of the date on which it’s made and, besides as could also be required by relevant securities legal guidelines, the Firm disclaims any intent or obligation to replace any forward-looking assertion, whether or not on account of new info, future occasions or outcomes or in any other case. Though the Firm believes that the assumptions inherent within the forward-looking statements are affordable, forward-looking statements are usually not ensures of future efficiency and accordingly undue reliance shouldn’t be placed on such statements as a result of inherent uncertainty therein.
To view the supply model of this press launch, please go to https://www.newsfilecorp.com/launch/278652
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