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Resource Capital Fund VI L.P. Sells Half of its Interest in Talon Metals Corp.

Mergers & Acquisitions

Resource Capital Fund VI L.P. Sells Half of its

Interest in Talon Metals Corp.

DENVER

,

Oct. 28, 2021

/CNW/ - Resource Capital Fund VI L.P. ("

RCF VI

") reports that, on

October 27, 2021

, pursuant to a binding private share purchase agreement dated

October 15, 2021

,

it disposed of ownership and control of 133,610,894 common shares (each, a "

Talon Share

") of

Talon Metals Corp. ("

Talon

") to Pallinghurst Nickel International Limited ("

Pallinghurst

"), a member

of the Pallinghurst Group, at a purchase price of

C$0.60

per

Talon Share

and an aggregate

purchase price of

C$80,166,536.40

(the "

Transaction

").

On the closing of the Transaction ("

Closing

"), Pallinghurst and RCF VI entered into an ancillary

rights and relationship agreement (the "

Relationship Agreement

") which, among other things, sets

out the basis on which Pallinghurst and RCF VI intend to seek common ground as to Talon's

potential financing strategy and certain corporate governance matters. Pursuant to the Relationship

Agreement, Pallinghurst and RCF VI agreed to not sell, transfer or otherwise dispose of any of its

Talon Shares for a 12-month period following Closing without the prior written consent of the other

party.

Immediately, prior to the sale of the Talon Shares to Pallinghurst, RCF VI owned and controlled a

total of 267,221,788 Talon Shares, representing approximately 38.4% of the then issued and

outstanding Talon Shares on a non-diluted basis. Immediately following the sale of the Talon Shares,

RCF VI owned and controlled a total of 133,610,894 Talon Shares, representing approximately

19.2% of the then issued and outstanding Talon Shares on a non-diluted basis.

RCF VI disposed of the Talon Shares to Pallinghurst in accordance with its investment policy to

generate proceeds from its investment in Talon. Subject to the terms of the Relationship Agreement,

RCF VI may from time to time acquire additional securities of Talon, dispose of some or all of the

existing or additional securities or may continue to hold its Talon Shares. Following Closing, RCF will

seek to have on representative on Talon's board of directors with the consent of Talon's board of

directors.

Talon's head office is located at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola,

British

Virgin Islands

.

To obtain a copy of the early warning report filed under applicable Canadian securities laws in

connection with the transactions hereunder, please see Talon's profile on the SEDAR website

www.sedar.com

.

About Resource Capital Fund VI L.P.

RCF VI is a

Cayman Islands

exempt limited partnership and a private investment fund.

SOURCE

Resource Capital Fund VI L.P.

View original content:

http://www.newswire.ca/en/releases/archive/October2021/28/c8898.html

%SEDAR: 00008215E

For further information:

and to obtain a copy of the early warning report, please contact:

Resource Capital Fund VI L.P. 1400 Sixteenth Street, Suite 200, Denver, CO, 80202, Telephone:

(720) 946-1444, Attn: Molly Campbell

CO: Resource Capital Fund VI L.P.

CNW 09:00e 28-OCT-21