Lundin Mining Announces Sale of the Eagle Mine and Humboldt Mill to Talon Metals to Create a Pure Play American Nickel-Copper Company

Executive Summary

• Lundin Mining signed a definitive Share Purchase Agreement to sell its Eagle Mine and Humboldt Mill to Talon Metals in exchange for ~275.2 million Talon shares, valuing the consideration at roughly US$83.7 million.
• Post‑closing, Lundin will own 19.99% of Talon on a non‑diluted basis and retain strategic rights (director nomination, anti‑dilution, pro‑rata participation, lock‑up).
• The transaction creates a pure‑play U.S. nickel‑copper producer, unlocks synergies via shared processing at Humboldt Mill, and provides Lundin with upside from Talon’s exploration assets (e.g., Tamarack resource).

Key Details

• Consideration: 275,152,232 Talon shares (~18.4% of Talon’s outstanding shares at closing), valued at ~US$83.7 million based on a five‑day VWAP up to Dec 18 2025.
• Ownership Post‑Close: Lundin Mining will hold 19.99% of Talon’s common equity (non‑diluted).
• Board Composition: Talon’s board reconstituted to ten directors; Lundin nominates two (Jack Lundin, Juan Andrés Morel). Darby Stacey appointed CEO & Director of Talon.
• Production Payment Agreement: Lunder Mining US will pay US$1.00 per metric tonne of non‑Eagle ore processed at Humboldt Mill, capped at US$20 million total.
• Investor Rights Agreement: Grants Lundin rights to (i) nominate directors, (ii) anti‑dilution protection, (iii) pro‑rata participation in future Talon equity financings.
• Lock‑Up Agreement: Restricts Lundin’s sale/disposition of Talon shares for up to 24 months (subject to customary exceptions).
• Transitional Services Agreement: Provides transitional services from Lundin to Talon post‑closing.
• Closing Timeline: Expected early January 2026, subject to TSX approval and standard closing conditions; no shareholder vote required by Talon.
• Strategic Rationale:
• Creates a U.S. nickel‑copper “pure play” with Eagle as the only primary nickel mine operating in the United States.
  – Leverages Humboldt Mill as a shared processing hub, reducing operating costs.
  – Provides Lundin exposure to Talon’s exploration upside (Tamarack: 8.6 Mt @ 1.73% Ni indicated; 8.5 Mt @ 0.83% Ni inferred) and recent high‑grade intercepts (47.33 m @ 11.01% Ni, 11.40% Cu).
• Financial Impact on Lundin: Anticipated to use equity method accounting for its Talon stake; Eagle’s copper production will no longer be included in Lundin’s consolidated guidance after the transaction.

Notable Quotes

• Jack Lundin, President & CEO, Lundin Mining: “The combination of Talon and Eagle will create a pure‑play U.S. nickel company anchored by the Eagle Mine… we believe this consolidation will drive long‑term value for shareholders while supporting sustained economic growth in the local community.”

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