Talon Metals to Acquire Lundin Mining's Eagle Mine and Humboldt Mill Operations, Creating a Multi-Asset U.S. Nickel-Copper Company
Talon Metals to Acquire Lundin Mining's Eagle
Mine and Humboldt Mill Operations, Creating a
Multi-Asset U.S. Nickel-Copper Company
Tamarack, Minnesota and L'Anse, Michigan--(Newsfile Corp. - December 18, 2025) - Talon Metals
Corp. (TSX: TLO) (OTCID: TLOFF) (together with its subsidiaries, "
Talon
" or the "
Company
") is
pleased to announce the signing of a share purchase agreement (the "
Share Purchase Agreement
")
with Lundin Mining Corporation (TSX: LUN) (Stockholm: LUMI) ("
Lundin Mining
"). The Share Purchase
Agreement provides for a transaction (the "
Transaction
") that will result in the combination of
Lundin
Mining's producing Eagle Mine and associated Humboldt Mill with Talon's interest in the Tamarack
Nickel-Copper-Cobalt Project (the "
Tamarack Nickel-Copper Project
") and a prospective exploration
land package of over 400,000 acres in Michigan, which includes the Boulderdash nickel/copper
discovery 8-miles from the Eagle Mine, and Talon's proposed North Dakota Beulah Minerals Processing
Facility (the "
BMPF
").
KEY TRANSACTION HIGHLIGHTS
Talon will acquire 100% of the Eagle Mine and Humboldt Mill operations.
Talon will issue 275,152,232 common shares to Lundin Mining, representing 18.73% of the
Company on a non-diluted basis after the Concurrent Private Placement by the Lundin Family
Trust. Together with Lundin Mining's ownership interest in Talon before the Transaction, Lundin
Mining will own 19.99% of Talon after closing of the Transaction on a non-diluted basis.
A concurrent Private Placement with the Lundin Family Trust for approximately US$5.6 million in
gross proceeds, will result in the Lundin Family Trust owning approximately 1.26% of Talon after
closing of the Transaction on a non-diluted basis.
Jack Lundin and Juan Andrés Morel, the CEO and COO, respectively, of Lundin Mining will join the
Talon Board.
Lundin Mining will maintain all financial assurances for the Eagle Mine and Humboldt Mill
reclamation until Talon's Board approves development of a new mine, provided that Talon uses
commercially reasonable efforts to amend or replace such financial assurances.
CREATING A UNIFIED, MULTI-ASSET U.S. NICKEL PLATFORM
"
This transaction brings 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
capabilities to create the only operating primary nickel-copper company in the United States with
expansion potential
," said Henri van Rooyen, Chief Executive Officer of Talon. "
The integration enables
our combined team to advance our four strategic priorities in parallel - extending the Eagle mine life,
accelerating exploration in Michigan and in Minnesota, advancing permitting at the Tamarack Nickel-
Copper Project and the Beulah Minerals Processing Facility, and progressing engineering towards
feasibility study and construction."
The unified Talon team will deploy the positive cash flow from the Eagle Mine and Humboldt Mill,
together with an estimated US$27 million of cash and cash equivalents, towards:
Extending Eagle Mine Life Through Modern Practices
The Eagle Mine and Humboldt Mill exemplify modern mining, built and operated to the highest standards
of safety and environmental responsibility in Michigan's Upper Peninsula. Ongoing efficiency
improvements and optimizations has the potential to extend the mine's life to maintain full capacity at the
Humboldt Mill.
Accelerating Exploration in Michigan and at Tamarack
With the Humboldt Mill ideally positioned to process ore from Talon's Michigan discoveries such as
Boulderdash - just 8 miles from the Eagle Mine - Talon's in-house exploration team, responsible for five
discoveries in five years, plans to execute its most ambitious exploration program to date in 2026.
Advancing Tamarack and BMPF Environmental Review and Permitting
Building on the successful permitting and exemplary environmental performance of the Eagle Mine and
Humboldt Mill, the unified team combines Eagle's operational experience with Talon's environmental
specialists to advance the Tamarack Nickel-Copper Project through environmental review and
permitting towards construction.
Progressing Engineering for the Future Tamarack Mine and BMPF
Following the iterative design process of the proposed Tamarack mine, driven by two years of
collaboration with the Minnesota Department of Natural Resources and participating Tribal governments,
Talon is proposing a "mine of the future" with all potential environmental impacts expected to be
controlled within one fully enclosed facility. The proven Eagle team, with its track record in mine design,
engineering, construction, and operations, will now integrate with the Talon team to complete the
feasibility study in conjunction with environmental review and permitting, improving confidence in the
design and long-term operability of these assets.
"
Over the last decade, American policymakers have recognized that dependence on foreign sources
for critical minerals is a national security risk
," said Henri van Rooyen, Talon CEO. "
This transaction is
a direct response, uniting modern nickel mining and processing operations with the Tamarack Nickel-
Copper Project and exploration assets, including the Boulderdash discovery 8-miles from the Eagle
mine, to ensure a domestic supply of nickel and other critical minerals for defense, energy and
advanced technology manufacturing
."
ABOUT THE TRANSACTION
Pursuant to the terms of the Share Purchase Agreement, Talon will acquire 100% of the outstanding
shares of Lundin Mining US Ltd. ("
Lundin SubCo
"), a wholly-owned subsidiary of Lundin Mining, which
owns the Eagle Mine and Humboldt Mill, in exchange for: (i) 275,152,232 Talon Shares which will result
in Lundin Mining increasing its interest in Talon from 1.57% to 19.99% of the outstanding Talon Shares
on a non-diluted basis, based on the number of Talon Shares that are issued and outstanding as of the
date of the Share Purchase Agreement (and assuming the issuance of Talon Shares pursuant to the
Concurrent Private Placement); and (ii) the grant of a production payment royalty (the "
Production
Payment Royalty
") on ore from sources other than the Eagle Mine that is processed through the
Humboldt Mill at a rate of US$1.00 per tonne, up to a maximum aggregate payment of US$20.0 million,
representing 20 million tonnes of ore.
The Share Purchase Agreement also provides that, concurrently with closing of the Transaction, Talon
and Lundin Mining will enter into an investor rights agreement (the "
Investor Rights Agreement
") and a
lock-up agreement (the "
Lock-Up Agreement
"). The Investor Rights Agreement will provide Lundin
Mining with certain board nomination rights, as well as participation rights in respect of future equity
issuances by Talon to allow it to maintain its ownership interest, for so long as Lundin Mining has
beneficial ownership of at least 10% of the Talon Shares. The Lock-Up Agreement will provide for
limitations on sales of Talon Shares by Lundin Mining during the two-year period following the date of the
Lock-Up Agreement. The Lock-Up Agreement will also provide that Lundin Mining will not acquire
beneficial ownership of more than 19.99% of the Talon Shares during the one-year period following the
date of the Lock-Up Agreement, subject to certain exceptions.
In addition, Lundin Mining has agreed to maintain and bear the cost of all financial assurances provided
in respect of mining and reclamation operations of the Eagle Mine and Humboldt Mill until the board of
directors of Talon (the "
Talon Board
") makes a "Positive Final Investment Decision" in respect of
developing a mine on any of Talon's properties, provided that Talon uses commercially reasonable
efforts to amend or replace such financial assurances.
Director and Officer Changes
At closing of the Transaction, the Talon Board will be reconstituted to consist of ten directors, including
Jack Lundin and Juan Andrés Morel, the CEO and COO, respectively, of Lundin Mining and seven of the
eight directors currently on the Talon Board. Darby Stacey, the current Managing Director of Eagle Mine,
will be appointed to the Talon Board and appointed as CEO of Talon, overseeing the operations of the
combined assets, with Henri van Rooyen being appointed Executive Chairman. On closing of the
Transaction, Warren Newfield will be stepping down from the Talon Board and as Executive Chairman of
Talon.
Henri van Rooyen, Talon CEO said: "
On behalf of Talon, I would like to sincerely thank Warren
Newfield for his many years of support as Executive Chairman, during which Talon achieved
numerous important milestones that created significant value for shareholders
."
Concurrent Private Placement
Concurrently with the signing of the Share Purchase Agreement, Talon signed a subscription agreement
with a trust settled by the late Adolf H. Lundin (the "
Lundin Family Trust
") pursuant to which the Lundin
Family Trust agreed to purchase 18,555,783 Talon Shares, at a price of C$0.4194 per Talon Share (the
"
Issue Price
"), which is the deemed value of the Talon Shares to be issued to Lundin Mining in
connection with the Transaction, on a private placement basis for gross proceeds of approximately
C$7.8 million or US$5.6 million (the "
Concurrent Private Placement
").
The gross proceeds of the Concurrent Private Placement will be used to fund transition costs, due
diligence costs, acquisition costs, and integration costs.
The Concurrent Private Placement is expected to close concurrently with the closing of the Transaction. It
is also expected that Talon and the Lundin Family Trust will enter into an agreement in connection with
the closing of the Concurrent Private Placement that provides the Lundin Family Trust with a contractual
right in respect of future equity offerings by Talon, so it has the ability to maintain its ownership interest in
Talon.
Share Consolidation
Under the terms of the Share Purchase Agreement, Talon agreed to complete a consolidation of the
Talon Shares (the "
Consolidation
") as soon as practicable after the closing of the Transaction. The
Consolidation would be on the basis of one post-consolidation Talon Share for every ten pre-
consolidation Talon Shares, as approved by the shareholders of Talon at the annual and special meeting
of shareholders held on June 25, 2025. The Talon Board has approved the Consolidation and the date
the Talon Board has determined to implement the Consolidation will be announced in connection with
closing of the Transaction, together with additional details about the Consolidation.
Additional Transaction Details
The Transaction and the Concurrent Private Placement are anticipated to close in early January, subject
to the approval of the Toronto Stock Exchange (the "
TSX
"), as well as the satisfaction or waiver of other
customary closing conditions.
Further information regarding the terms of the Transaction are set out in the Share Purchase Agreement,
which will be publicly filed by the Company under its SEDAR+ profile at
www.sedarplus.ca
.
Advisors
Canaccord Genuity Corp. was engaged as financial advisor to the Company. Cassels Brock &
Blackwell LLP and Dorsey & Whitney LLP are acting as legal counsel to the Company.
ABOUT TALON
Talon is a TSX-listed base metals company 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 US
over the OTC market under the symbol TLOFF. The Tamarack Nickel Copper Project comprises a large
land position (18km of strike length) with additional high-grade intercepts
outside the current resource
area
. Talon has an earn-in right to acquire up to 60% of the Tamarack Nickel Copper Project and
currently owns 51%.
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 US Department of Energy
for US$114.8 million funding grant from the Bipartisan Infrastructure Law
and the
US Department of War awarded Talon a grant of US$20.6 million
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.
For additional information on Talon, please visit the Company's website at
www.talonmetals.com
or
contact:
Media Contact:
Jessica Johnson
(218) 460-9345
Investor Contact:
Mike Kicis
1 (647) 968-0060
FORWARD-LOOKING STATEMENTS
This news release contains certain "forward-looking statements". All statements, other than statements
of historical fact that address activities, events or developments that the Company believes, expects or
anticipates will or may occur in the future are forward-looking statements. These forward-looking
statements reflect the current expectations or beliefs of the Company based on information currently
available to the Company. Such forward-looking statements include statements relating to the
Transaction and Concurrent Private Placement, including the impact and anticipated benefits of the
Transaction; the anticipated timing of the completion of the Transaction and the Concurrent Private
Placement; the grant of the Production Payment Royalty, entering into the Investor Rights Agreement, the
Lock-Up Agreement, and the agreement in connection with the Concurrent Private Placement, and the
terms thereunder, and the timing thereof; changes to the Talon Board; the use of proceeds of the
Concurrent Private Placement; implementing the Consolidation and the effective date thereof; future
exploration work, including future drill holes, drill results, assays, geophysics and geological
interpretations. Forward-looking statements are subject to significant risks and uncertainties and other
factors that could cause the actual results to differ materially from those discussed in the forward-looking
statements, and even if such actual results are realized or substantially realized, there can be no
assurance that they will have the expected consequences to, or effects on the Company.
Any forward-looking statement 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 statement, whether as a result of new information, future events or results or otherwise.
Although the Company believes that the assumptions inherent in the forward-looking statements are
reasonable, forward-looking statements are not guarantees of future performance and accordingly undue
reliance should not be put on such statements due to the inherent uncertainty therein.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/278652