Talon closes acquisition of Eagle mine, Humboldt mill

Executive Summary

• Talon Metals Corp. has completed the acquisition of Lundin Mining’s Eagle Mine and Humboldt Mill operations, creating a multi-asset U.S. nickel-copper company.
• As part of the transaction closing, Lundin Mining received 275,152,232 common shares and a production payment royalty of $1/tonne (up to $20M max) on ore from sources other than the Eagle mine processed through the Humboldt mill.
• Significant leadership changes occurred concurrently: Darby Stacey was appointed CEO and joined the board, while Jack Lundin and Juan Andres Morel joined the board. Henri van Rooyen was appointed Executive Chairman, and Warren Newfield stepped down.

Key Details

• Transaction Completion: Acquisition of the producing Eagle mine and associated Humboldt mill from Lundin Mining Corp.
• Consideration to Lundin Mining:
  • Issuance of 275,152,232 common shares of Talon Metals.
  • Production payment royalty on ore from sources other than the Eagle mine processed through the Humboldt mill at a rate of $1 (U.S.) per tonne.
  • Maximum aggregate payment capped at $20.0-million (U.S.), representing 20 million tonnes of ore.
• Leadership Changes:
  • Darby Stacey: Appointed Chief Executive Officer and Director (previously General Manager of the Eagle mine).
  • Jack Lundin: Appointed Director (previously CEO of Lundin Mining).
  • Juan Andres Morel: Appointed Director (previously COO of Lundin Mining).
  • Henri van Rooyen: Appointed Executive Chairman.
  • Warren Newfield: Stepped down from the board.
• Concurrent Private Placement:
  • Talon agreed to issue 18,555,783 shares to a trust settled by the late Adolf H. Lundin.
  • TSX shareholder approval is required under Section 604(a)(i) of the TSX Company Manual.
  • A special meeting will be called to seek approval; details will be in a management information circular.
• Share Consolidation:
  • Ratio: 1 post-consolidation share for every 10 pre-consolidation shares.
  • Effective Date: January 23, 2026.
  • Trading Start Date: On or about January 27, 2026, on the TSX under symbol TLO.
  • New CUSIP: G86659 20 1.
  • New ISIN: VG G86659 20 1 4.
  • Share Count Reduction: From approx. 1,478,254,002 pre-consolidation shares to approx. 147,825,400 post-consolidation shares.
  • Warrants and Options: Exercise prices and quantities adjusted proportionately.
  • Fractional Shares: Rounded down to nearest whole number; fractional interests cancelled without consideration.
• Advisers:
  • Financial Adviser: Canaccord Genuity Corp.
  • Legal Counsel: Cassels Brock & Blackwell LLP and Dorsey & Whitney LLP.

Notable Quotes

• "The completion of the Eagle mine and Humboldt mill acquisition 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 has brought together the positive cash-flow-generating Eagle mine and Humboldt mill, the proven operating experience of the Eagle and Humboldt teams, and Talon's in-house exploration, environmental and permitting capabilities to create the only operating primary nickel-copper company in the United States with meaningful expansion potential." — Henri van Rooyen, Executive Chairman