Talon closes acquisition of Eagle mine, Humboldt mill

Mr. Henri van Rooyen reports TALON METALS COMPLETES PREVIOUSLY ANNOUNCED ACQUISITION OF LUNDIN MINING'S EAGLE MINE AND HUMBOLDT MILL OPERATIONS CREATING A MULTI-ASSET U.S. NICKEL-COPPER COMPANY Talon Metals Corp. has completed its previously announced transaction with Lundin Mining Corp., pursuant to which it acquired the producing Eagle mine and associated Humboldt mill. On closing of the transaction, Lundin Mining was issued 275,152,232 common shares and granted a production payment royalty on ore from sources other than the Eagle mine that is processed through the Humboldt mill at a rate of $1 (U.S.) per tonne, up to a maximum aggregate payment of $20.0-million (U.S.) (representing 20 million tonnes of ore). See Talon's Dec. 18, 2025, news release for additional information. "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. With the transaction now complete, our combined team is positioned to advance our four strategic priorities in parallel -- materially extending the Eagle mine life, accelerating exploration in Michigan and Minnesota, advancing permitting at the Tamarack nickel-copper project and the Beulah battery minerals processing facility, and progressing engineering toward feasibility study and construction -- at a time when it is vitally important to drive decisively toward U.S. critical minerals self-sufficiency," said Henri van Rooyen, executive chairman of Talon. Director and officer changes In connection with closing of the transaction, Jack Lundin and Juan Andres Morel, the chief executive officer and chief operating officer, respectively, of Lundin Mining, were appointed to the board of directors of Talon. Mr. Stacey, the general manager of the Eagle mine under Lundin Mining, has been appointed as CEO of Talon and has also joined the Talon board. In addition, Warren Newfield has stepped down from the Talon board and Mr. van Rooyen has been appointed executive chairman. Concurrent private placement As previously announced, Talon entered into a subscription agreement concurrently with entering into the definitive agreement in respect of the transaction pursuant to which it agreed to issue 18,555,783 Talon shares to a trust settled by the late Adolf H. Lundin. The Toronto Stock Exchange requires shareholder approval of the concurrent private placement in accordance with Section 604(a)(i) of the TSX company manual and the company intends to call a special meeting as soon as practicable to seek such approval. Further details will be contained in a management information circular to be sent to holders of Talon shares in connection with the meeting. Share consolidation The Talon board has determined that the previously announced consolidation of the Talon shares on the basis of one postconsolidation Talon share for every 10 preconsolidation Talon shares will be effective on Jan. 23, 2026. The TSX has accepted notice of the consolidation and the Talon shares are expected to begin trading on the TSX on a postconsolidation basis on or about Jan. 27, 2026. The postconsolidation Talon shares will continue to trade on the TSX under the symbol TLO but with a new Cusip number (G86659 20 1) and new ISIN (VG G86659 20 1 4). As a result of the consolidation, the number of outstanding Talon shares will be reduced from approximately 1,478,254,002 preconsolidation Talon shares currently outstanding to approximately 147,825,400 postconsolidation Talon shares as at the effective date, subject to adjustment for the rounding down of fractions as outlined below. The consolidation will also result in proportionate adjustments to the exercise price and number of Talon shares issuable pursuant to the company's outstanding share purchase warrants and stock options in accordance with the terms of the warrant indenture between the company and Computershare Trust Company of Canada dated June 18, 2025, the company's stock option plan and other documents governing such securities. Registered shareholders of Talon holding their Talon shares in certificated form will be sent a letter of transmittal with instructions for the surrender of certificates representing their preconsolidation common shares. Such shareholders will need to return to Computershare, as registrar and transfer agent for the Talon shares, a completed letter of transmittal in order to receive a certificate or direct registration system (DRS) advice statement for their postconsolidation Talon shares. The form of letter of transmittal will also be available electronically under the company's issuer profile on SEDAR+ and from the Talon website. Registered shareholders whose preconsolidation Talon shares are represented by a DRS advice statement will not be required to return a completed letter of transmittal to Computershare and will instead be automatically issued a new DRS advice statement for the number of postconsolidation Talon shares held. 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, in respect of preconsolidation Talon shares held for the non-registered owner's account, may differ from those applicable to registered shareholders. Non-registered shareholders with questions should contact their intermediary for more information. The consolidation will not result in any fractional Talon shares. If the consolidation would otherwise result in a shareholder holding a fraction of a postconsolidation common share, the number of postconsolidation common shares held by such holder will be rounded down to the nearest whole number and the fractional interest will be cancelled without consideration. Further details regarding the consolidation are contained in the company's information circular dated May 14, 2025, for the annual and special meeting of shareholders of Talon held June 25, 2025, a copy of which is available under the company's issuer profile on SEDAR+ and on the Talon website. Advisers Canaccord Genuity Corp. was engaged as financial adviser to the company. Cassels Brock & Blackwell LLP and Dorsey & Whitney LLP acted as legal counsel to the company. About Talon Metals Corp. Talon is a TSX-listed base metals company advancing and operating high-grade nickel-copper assets in the United States, including 100-per-cent ownership of the Eagle mine and Humboldt mill in Michigan, the only primary nickel mine currently operating in the U.S., and the Tamarack nickel-copper-cobalt project in Minnesota. Talon is in a joint venture with Rio Tinto on the high-grade Tamarack nickel-copper-cobalt project, located in central Minnesota. Talon's shares are also traded in the U.S. over the OTC (over-the-counter) market under the symbol TLOFF. The Tamarack nickel-copper-cobalt project comprises a large land position (18 kilometres of strike length) with additional high-grade intercepts outside the current resource area. Talon has an earn-in right to acquire up to 60 per cent of the Tamarack nickel-copper-cobalt project and currently owns 51 per cent. Talon has a neutrality and workforce development agreement in place with the United Steelworkers union. Talon's Beulah mineral processing facility in Mercer county was selected by the U.S. Department of Energy for $114.8-million (U.S.) funding grant from the Bipartisan Infrastructure Law and the U.S. Department of War awarded Talon a grant of $20.6-million (U.S.) to support and accelerate Talon's exploration efforts in both Minnesota and Michigan. Talon has well-qualified experienced exploration, mine development, external affairs and mine permitting teams. We seek Safe Harbor.