Talon Metals to Acquire Lundin Mining's Eagle Mine and Humboldt Mill Operations, Creating a Multi-Asset U.S. Nickel-Copper Company

Executive Summary

• Talon Metals Corp. signed a Share Purchase Agreement to acquire 100% of Lundin Mining’s Eagle Mine and Humboldt Mill, adding the Tamarack Nickel‑Copper‑Cobalt Project and a 400,000‑acre Michigan exploration package.
• The transaction will be funded partly by issuing 275,152,232 Talon common shares (≈18.73% of post‑transaction equity) and a concurrent private placement raising ~US$5.6 million.
• Board composition changes: Lundin’s CEO Jack Lundin and COO Juan Andrés Morel join the Talon board; Darby Stacey becomes CEO of Talon; Henri van Rooyen moves to Executive Chairman.

Key Details

• Acquisition Target: 100% of Eagle Mine and Humboldt Mill (owned by Lundin Mining US Ltd.).
• Equity Consideration: 275,152,232 Talon shares issued to Lundin Mining → Lundin will hold ~19.99% of Talon on a non‑diluted basis after the transaction and concurrent private placement.
• Concurrent Private Placement:
• Investor: Lundin Family Trust
• Shares purchased: 18,555,783 Talon shares
• Issue price: C$0.4194 per share (≈US$5.6 million gross proceeds)
• Proceeds to fund transition, due‑diligence, acquisition and integration costs.
• Production Payment Royalty: US$1.00 per tonne of ore processed at Humboldt Mill from non‑Eagle sources, capped at US$20 million (≈20 million tonnes).
• Board Changes:
• Jack Lundin (CEO, Lundin Mining) and Juan Andrés Morel (COO, Lundin Mining) appointed to Talon board.
• Darby Stacey appointed CEO of Talon; Henri van Rooyen becomes Executive Chairman.
• Warren Newfield steps down as Executive Chairman and board member.
• Share Consolidation: Planned 1‑for‑10 reverse split to be implemented post‑closing; date to be announced at closing.
• Closing Timeline: Anticipated early January (2026), subject to TSX approval and customary conditions.
• Strategic Rationale (CEO Quote): “The transaction creates the only operating primary nickel‑copper company in the United States with expansion potential, allowing us to extend Eagle Mine life, accelerate Michigan/Minnesota exploration, advance Tamarack permitting, and move toward a ‘mine of the future’ design.” – Henri van Rooyen, CEO.
• Advisors: Financial – Canaccord Genuity Corp.; Legal – Cassels Brock & Blackwell LLP; Dorsey & Whitney LLP.

Notable Quotes

“This transaction brings together the positive cash‑flow‑generating Eagle Mine and Humboldt Mill… to create the only operating primary nickel‑copper company in the United States with expansion potential.” – Henri van Rooyen, CEO, Talon Metals Corp.

All forward‑looking statements are subject to risks and uncertainties detailed in the release.