Tamarack, Minnesota and L’Anse, Michigan — December 18, 2025 — Leads & Copy — Talon Metals Corp. (TSX: TLO) (OTCID: TLOFF) has announced the signing of a share purchase agreement with Lundin Mining Corporation (TSX: LUN) (Stockholm: LUMI) for a transaction that will combine Lundin Mining’s Eagle Mine and Humboldt Mill with Talon’s interest in the Tamarack Nickel-Copper-Cobalt Project and a prospective exploration land package of over 400,000 acres in Michigan, including the Boulderdash nickel/copper discovery, and Talon’s proposed North Dakota Beulah Minerals Processing Facility.
Under the agreement, Talon will acquire 100% of the Eagle Mine and Humboldt Mill operations. In exchange, 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.
Henri van Rooyen, Chief Executive Officer of Talon, stated that the transaction unites the Eagle Mine and Humboldt Mill with Talon’s exploration capabilities to form the only operating primary nickel-copper company in the United States with expansion potential. According to van Rooyen, the integration enables the combined team to advance strategic priorities, including extending the Eagle mine life, accelerating exploration in Michigan and 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 utilize the positive cash flow from the Eagle Mine and Humboldt Mill, along with an estimated US$27 million of cash and cash equivalents, to extend the Eagle Mine life through efficiency improvements, accelerate exploration in Michigan and at Tamarack, advance Tamarack and BMPF environmental review and permitting, and progress engineering for the future Tamarack Mine and BMPF.
Talon is proposing a “mine of the future” for the Tamarack mine, with all potential environmental impacts expected to be controlled within one fully enclosed facility. The Eagle team will integrate with the Talon team to complete the feasibility study in conjunction with environmental review and permitting.
According to Henri van Rooyen, this transaction responds to the recognition by American policymakers that dependence on foreign sources for critical minerals is a national security risk. He adds that it unites modern nickel mining and processing operations with the Tamarack Nickel-Copper Project and exploration assets to ensure a domestic supply of nickel and other critical minerals for defense, energy, and advanced technology manufacturing.
Under the Share Purchase Agreement, Talon will acquire 100% of the outstanding shares of Lundin Mining US Ltd., which owns the Eagle Mine and Humboldt Mill, in exchange for 275,152,232 Talon Shares and the grant of a 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.
The Share Purchase Agreement also stipulates that Talon and Lundin Mining will enter into an investor rights agreement and a lock-up agreement. The Investor Rights Agreement will provide Lundin Mining with board nomination rights and participation rights in future equity issuances by Talon. 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.
At closing of the Transaction, the Talon Board will be reconstituted to include Jack Lundin and Juan Andrés Morel, along with seven of the current Talon Board members. Darby Stacey, the current Managing Director of Eagle Mine, will be appointed to the Talon Board and appointed as CEO of Talon, with Henri van Rooyen being appointed Executive Chairman. Warren Newfield will be stepping down from the Talon Board and as Executive Chairman of Talon.
Concurrently with the Share Purchase Agreement, Talon signed a subscription agreement with the Lundin Family Trust to purchase 18,555,783 Talon Shares at a price of C$0.4194 per Talon Share for gross proceeds of approximately C$7.8 million or US$5.6 million.
The gross proceeds of the Concurrent Private Placement will be used to fund transition costs, due diligence costs, acquisition costs, and integration costs.
Talon has agreed to complete a consolidation of the Talon Shares on the basis of one post-consolidation Talon Share for every ten pre-consolidation Talon Shares, as approved by shareholders on June 25, 2025.
The Transaction and the Concurrent Private Placement are anticipated to close in early January, subject to the approval of the Toronto Stock Exchange and other customary closing conditions.
Canaccord Genuity Corp. was the financial advisor to Talon. Cassels Brock & Blackwell LLP and Dorsey & Whitney LLP were legal counsel to Talon.
Media Contact:
Jessica Johnson
(218) 460-9345
johnson@talonmetals.com
Investor Contact:
Mike Kicis
1 (647) 968-0060
kicis@talonmetals.com
Source: Talon Metals Corp.
