Talon Metals Receives Shareholder Approval and Closes Financing Transaction
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News Release
TSX:TLO
TALON METALS RECEIVES SHAREHOLDER APPROVAL AND
CLOSES FINANCING TRANSACTION
Road Town, British Virgin Islands (January 18, 2017) – Further to a press release
dated December 19, 2016, Talon Metals Corp. (“ Talon” or the “ Company”) (TSX:TLO)
is pleased to announce that the amendment to the loan agreement (the “Loan
Agreement”), dated November 25, 2015, amongst Talon, Resource Capital Fund VI L.P.
(“RCF VI ”) and certain of Talon’s subsidiaries (the “ Credit Parties ”) has become
effective (the “ Loan Amendment”) pursuant to the terms of an amending agreement,
amongst the same parties, dated December 16, 2106 (the “ Amending Agreement”).
Minority shareholder appr oval for, among other things, the Loan Amendment was
obtained today at a special meeting of the Company’s shareholders in accordance with
Multilateral Instrument 61 -101 – Protection of Minority Security Holders in Special
Transactions.
Pursuant to the terms of the Loan Agreement, as amended by the Amending
Agreement, among other things:
1. RCF VI has agreed to increase the principal amount of the unsecured loan
previously advanced to the Company on December 29, 2015 by US$2,000,000
(from US$14,000,000 to US$16,000,000) to be provided in a second advance
(expected to be received by the Company on January 19, 2017) on substantially
the same terms as the original loan (the “Second Advance”).
2. RCF VI maintains the right to elect to convert all or part of the principal amount of
the unsecured loan (including all capitalized interest) into common shares of the
Company at any time at a conversion price of C$0.156 per common share. The
outstanding principal amount under the Loan Agreement, as amended, will
continue to bear interest at the rate of 12% per annum until the maturity date,
being the earlier of: (i) November 25, 2018; and (ii) the date upon which RCF VI
elects to accelerate the due date upon the occurrence of certain events, including
an event of default; and
3. the proceeds of the Second Advance are required to be used for the purposes of
funding the Company’s share of a winter exploration program at the Tamarack
Project and the remainder in accordance with a detailed budget relating to the
business activities of the Credit Parties as well as to all general, administrative
and others costs and expenses of the Credit Parties, as such budget is updated,
revised and amended from time to time with the consent of RCF VI.
Pursuant to the Amending Agreement, as co nsideration for RCF VI’s agreement to
increase the principal amount under the Loan Agreement, the Company has issued to
RCF VI 15,000,000 common share purchase warrants (the “Warrants”), each
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exercisable for one common share (each, an “Warrant Share”) at a n exercise price of
CDN$0.11 per Warrant Share for a period of 48 months from the date of issuance of
such Warrants.
For more information, please see the Company’s press releases dated December 31,
2015 and December 19, 2016, the full text of the Loan A greement and the Amending
Agreement and the management information circular of the Company dated December
16, 2016, copies of which are available on Talon’s profile on SEDAR at www.sedar.com.
About Talon
Talon is a TSX -listed company focused on the exp loration and development of the
Tamarack Nickel -Copper-PGE Project in Minnesota, USA (which comprises the
Tamarack North Project and the Tamarack South Project). The Company has a well -
qualified exploration and mine management team with extensive experienc e in project
management.
For additional information on Talon, please visit the Company’s website at
www.talonmetals.com or contact:
Sean Werger
President
Talon Metals Corp.
Tel: (416) 361-9636 x247
Email: [email protected]
Forward-Looking Statements
This press release contains forward -looking information which is not comprised of
historical facts. Forward -looking information involves risks, uncertainties and other
factors that could cause actu al events, results, performance and opportunities to differ
materially from those expressed or implied by such forward -looking information.
Forward-looking information contained or referred to in this press release includes, but
may not be limited to, the commencement of the winter program at the Tamarack
Project, Talon’s decision to fund its proportionate share of such winter program, the
receipt of the Second Advance and the use of proceeds in respect of such funds.
Factors that could cause actual results to differ materially from those described in such
forward-looking information include, but are not limited to, risks related the occurrence of
an event of default pursuant to the Loan Agreement, as amended, and risks related to
the inability of each of the Company and RCF VI to perform its respective obligations
under the Loan Agreement, as amended, as well as certain other risks set out in the
Company's public documents, including it s annual information form as at March 30,
2016, filed under the Company’s profile on SEDAR.
The forward-looking information in this press release reflects the current expectations,
assumptions and/or beliefs of the Company based on information currently av ailable to
the Company. In connection with the forward -looking information contained in this press
release, the Company has made assumptions about: the Company’s business, the
economy and the Company’s industry in general as well as the Company’s and RCF VI’s
ability to perform their respective obligations. The Company has also assumed that no
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significant events occur outside of the Company’s normal course of business. Although
the Company believes that the assumptions inherent in the forward -looking information
are reasonable, forward -looking information is not a guarantee of future performance
and accordingly undue reliance should not be put on such information due to the
inherent uncertainty therein.
Any forward -looking information speaks only as of the date on which it is made and,
except as may be required by applicable securities laws, the Company disclaims any
intent or obligation to update any forward-looking information, whether as a result of new
information, future events or results or otherwise.