Talon Metals Corp. (TSX: TLO,OTC:TLOFF) (OTCID: TLOFF) (together with its subsidiaries, “Talon” or the “Company”) is pleased to announce the completion of its previously announced transaction with Lundin Mining Corporation (TSX: LUN) (Stockholm: LUMI) (“Lundin Mining”) pursuant to which it acquired the producing Eagle Mine and associated Humboldt Mill (the “Transaction”). Upon closing of the transaction, Lundin Mining received 275,152,232 common shares (“Talon Shares”) and was granted a production payment royalty on ore from sources other than the Eagle Mine processed through the Humboldt Mill at a rate of US$1.00 per tonne, up to a maximum aggregate payment of US$20.0 million (representing 20 million tonnes of ore). See Talon’s press release dated December 18, 2025 for additional information.
“The completion of the acquisition of Eagle Mine and Humboldt Mill is a defining moment for Talon. I am pleased to welcome Darby Stacey as Chief Executive Officer, along with the Eagle and Humboldt mining and processing team, to Talon. This transaction brings together the positive cash-flow generating Eagle Mine and Humboldt Mill, the proven operating experience of the Eagle and Humboldt teams and Talon’s internal exploration, environmental and permitting capabilities to create the sole operating primary With the transaction complete, our combined team is positioned to advance our four strategic priorities in parallel – materially extending the life of the Eagle Mine, accelerating exploration in Michigan and Minnesota, advancing permitting for the Tamarack Nickel-Copper Project and the Beulah Battery Minerals Processing Facility, and advancing engineering toward feasibility study and construction – at a time when it is critical to resolutely pursue self-sufficiency in critical minerals in the USA said Henri van Rooyen, executive chairman of Talon.
CHANGES TO DIRECTOR AND OFFICER
In connection with the closing of the transaction, Jack Lundin and Juan Andrés Morel, the CEO and COO of Lundin Mining, respectively, were appointed to Talon’s board of directors (the “Claw board“). Darby Stacey, the General Manager of the Eagle Mine under Lundin Mining, has been appointed CEO of Talon and has also joined the Talon Board. In addition, Warren Newfield has resigned from the Talon Board and Henri van Rooyen has been appointed Executive Chairman.
SIMULTANEOUS PRIVATE PLACEMENT
As previously announced, Talon entered into a subscription agreement concurrent with the entering into of the definitive agreement relating to the Transaction pursuant to which it has agreed to the issuance of 18,555,783 Talon shares (the “Simultaneous private placement“) to a trust established by the late Adolf H. Lundin (the “Lundin Family Trust“).The Toronto Stock Exchange (“TSX“) requires shareholder approval for the concurrent private placement in accordance with Section 604(a)(i) of the TSX Company Manual and the Company intends to convene a special meeting (the “Meeting“) as soon as possible to obtain such approval. Further details will be included in a management information circular to be sent to holders of Talon shares in connection with the Meeting.
STOCK CONSOLIDATION
Talon’s board has determined that the previously announced consolidation of the Talon shares (the “Consolidation“) based on one post-consolidation Talon share for every ten pre-consolidation Talon shares, will become effective on January 23, 2026 (the “Effective date“).
The Toronto Stock Exchange (“TSX“) has accepted the Notice of Consolidation, and the Talon Shares are expected to begin trading on the TSX on or about January 27, 2026 on a post-consolidation basis. The Post-Consolidation Talon Shares will continue to trade on TSX under the symbol “TLO”, but with a new CUSIP Number (G86659201) and a new ISIN (VGG866592014).
As a result of the Consolidation, the number of outstanding Talon Shares will be reduced from approximately 1,478,254,002 pre-Consolidation Talon Shares currently outstanding to approximately 147,825,400 post-Consolidation Talon Shares as of the Effective Date, subject to fractional rounding adjustments as set forth below.
The consolidation will also result in proportionate adjustments to the exercise price and number of Talon shares to be issued under the Company’s outstanding stock purchase warrants and stock options, in accordance with the terms of the warrant contract between the Company and Computershare Trust Company of Canada (“Computer share“) dated June 18, 2025, the Company’s stock option plan and other documents governing such securities.
Registered shareholders of Talon who hold their shares of Talon in certificated form will receive a letter of transmittal with instructions for the surrender of certificates representing their pre-consolidation shares of common stock. Such shareholders will be required to return a completed Letter of Transmittal to Computershare, as registrar and transfer agent for the Talon Shares, in order to receive a Direct Registration System (DRS) Certificate or Advisory Statement for their Talon Shares following the consolidation. The letter of transmittal form will also be available electronically under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and from the Talon website at www.talonmetals.com. Registered shareholders whose Talon shares are represented by a DRS advisory statement prior to the consolidation will not be required to return a completed letter of transmittal to Computershare and will instead automatically receive a new DRS advisory statement for the number of Talon shares held after the consolidation.
Non-registered shareholders who hold their Talon shares through a broker, financial institution or other intermediary should note that the intermediary’s procedures for processing the consolidation, with respect to pre-consolidation Talon shares held on behalf of the non-registered owner, may differ from those applicable to registered shareholders. Non-registered shareholders with questions can contact their intermediary for more information.
The consolidation will not result in fractional Talon shares. If the Consolidation would otherwise result in a shareholder holding a fractional share of common stock after the Consolidation, the number of shares of common stock held by such holder after the Consolidation will be rounded down to the nearest whole number and the fractional interest will be canceled without consideration.
Further details regarding the consolidation are included in the Company’s information circular dated May 14, 2025 for Talon’s annual and special meeting of shareholders on June 25, 2025, a copy of which is available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and on the Talon website at www.talonmetals.com.
ADVISORS
Canaccord Genuity Corp. was appointed as financial advisor to the company. Cassels Brock & Blackwell LLP and Dorsey & Whitney LLP acted as legal counsel to the company.
ABOUT TALON
Talon is a TSX-listed base metals company that develops and operates high-quality nickel-copper assets in the United States, including 100% ownership of the Eagle Mine and Humboldt Mill in Michigan, the only primary nickel mine currently operating in the United States, and the Tamarack nickel-copper-cobalt project in Minnesota. Talon has a joint venture with Rio Tinto at the high-grade Tamarack Nickel-Copper-Cobalt Project in central Minnesota. Talon’s shares also trade in the US on the OTC market under the symbol TLOFF. The Tamarack Nickel-Copper-Cobalt Project includes a large land position (18 km strike length) with additional high-quality intercepts outside the current source area. Talon has an earn-in right to acquire up to 60% of the Tamarack Nickel-Copper-Cobalt Project and currently owns 51%. Talon has one neutrality and workforce development agreement together with the United Steelworkers union. That was Talon’s Beulah Mineral Processing Facility in Mercer County selected by the US Department of Energy for a $114.8 million funding grant from the Bipartisan Infrastructure Law and the The United States Department of War awarded Talon a $20.6 million grant to support and accelerate Talon’s exploration efforts in both Minnesota and Michigan. Talon has well-qualified, experienced teams in exploration, mine development, external affairs and mining permitting.
For additional information about Talon, please visit the company’s website at talonmetals.com or contact:
FORWARD-LOOKING STATEMENTS
This press release contains certain “forward-looking statements.” All statements, other than statements of historical fact, that relate to activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements reflect the Company’s current expectations or beliefs based on information currently available to the Company. Such forward-looking statements include statements regarding the impact and expected benefits of the Transaction; the completion of Talon’s four strategic priorities, including substantially extending the life of the Eagle Mine, accelerating exploration in Michigan and Minnesota, advancing permitting for the Tamarack Nickel-Copper Project and the Beulah Battery Minerals Processing Facility, and advancing engineering toward feasibility study and construction; the expected timing of the Meeting and completion of the Concurrent Private Placement; the Consolidation and its effective date; the effect of the Consolidation on the capital structure of the Company, including the number of Talon shares outstanding following the Consolidation; the treatment of Talon fractional shares; and the expected trading date of the Talon shares following consolidation on the TSX. Forward-looking statements are subject to significant risks and uncertainties and other factors that could cause actual results to differ materially from those discussed in the forward-looking statements, and even if such actual results are achieved or substantially achieved, there can be no assurance that they will have the expected effects on or on the Company.
Any forward-looking statement speaks only as of the date on which it is made and, except as required by applicable securities laws, the Company disclaims any intention or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, therefore, undue reliance should not be placed on such statements due to the inherent uncertainty therein.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/279891
#Talon #Metals #completes #previously #announced #acquisition #Lundin #Minings #Eagle #Humboldt #Mill #operations #creating #multiasset #U.S #nickelcopper #company