Tamarack, Minnesota (July 5, 2024) – Talon Metals Corp. (“Talon” or the “Company”) (TSX:TLO/OTC:TLOFF) is pleased to announce that Talon Nickel (USA) LLC (“Talon Nickel”), a wholly-owned subsidiary of Talon, has agreed to grant an additional net smelter returns royalty to a subsidiary of Triple Flag Precious Metals Corp. (“Triple Flag”), Triple Flag USA Royalties Ltd. (“Triple Flag US”), in consideration of the payment of US$8.0 million (approximately C$10.9 million) (the “Triple Flag US Transaction”).

The principal terms of the Triple Flag US Transaction are set out below. The proceeds received from the Triple Flag US Transaction are intended to be used to continue to advance both the Tamarack Nickel Project in Minnesota, USA and the Michigan Nickel-Copper Project in the Upper Peninsula of the State of Michigan, USA, as well as for general working capital purposes.

Talon CEO Henri van Rooyen commented: “Triple Flag has been a long-time partner with Talon and knows our projects and team well. We welcome this vote of confidence in our plan to discover, delineate and produce nickel and other critical minerals in the United States. Proceeds from this funding, as well as Talon’s two major US government grants, are valuable sources of non-dilutive financing that support our activities across Minnesota, North Dakota and Michigan going into 2025.”



Triple Flag US Transaction

The principal terms of the Triple Flag US Transaction are as follows:

In return for the US$8.0 million (approximately C$10.9 million) cash consideration, (a) Triple Flag, through its subsidiary Triple Flag US, has received an additional 1.67% net smelter returns royalty on the Company’s interest in the Tamarack Project (subject to the Talon Buy-Back Right further described below) (the “New Royalty”); and (b) the Company has issued 8 million common share purchase warrants, each exercisable to acquire one common share of the Company for a period of two years following the closing date of the Triple Flag US Transaction at an exercise price of C$0.20 per share.
Exercisable for a period of up to two years following the closing date of the Triple Flag US Transaction, subject to acceleration in certain circumstances, Talon has a buy-back right (the “Talon Buy-Back Right”) of 0.67% of the New Royalty for US$5.0 million, which would thereby reduce the New Royalty to 1.0%. The exercise of the Talon Buy-Back Right is at the Company’s discretion. In the event of a change of control transaction with respect to Talon during the two year period, to the extent not exercised, the Talon Buy-Back Right will terminate early and on the date which is 25 days after the completion of such change of control transaction.
Triple Flag US has a right to increase the designated percentage of the New Royalty by an additional 0.50% on the payment of an additional US$2.0 million in the event that the Company’s cash balance decreases to an amount that is less than US$2.0 million and such decrease is not cured within a period of 60 days. The Talon Buy-Back Right would also terminate in these circumstances. The right of Triple Flag US to increase the designated percentage terminates with respect to an applicable cash balance reduction if such right is not exercised within a further period of 60 days after the expiry of the Company’s cure period.
The Company, together with its other wholly-owned subsidiaries, Cloudmine Holdings Limited and Talon Metals (USA) Inc., have agreed to guarantee the payment and performance obligations of Talon Nickel under the royalty agreement entered into in respect of the Triple Flag US Transaction, and Talon and its subsidiaries have provided security to Triple Flag US to support the payment and performance obligations related to the New Royalty and the guarantees.


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 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 Project, and currently owns 51%. Talon is focused on (i) expanding and infilling its current high-grade nickel mineralization resource prepared in accordance with NI 43-101 to shape a mine plan for submission to Minnesota regulators, and (ii) following up on additional high-grade nickel mineralization in the Tamarack Intrusive Complex. Talon has a neutrality and workforce development agreement in place with the United Steelworkers union. Talon’s Battery 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 Defense 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.