Talon Metals Corp. announced the completion of its previously announced transaction with Lundin Mining Corporation pursuant to which it acquired the producing Eagle Mine and associated Humboldt Mill. On closing of the Transaction, Lundin Mining was issued 275,152,232 common shares and granted 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 (representing 20 million tonnes of ore).
“The completion of the Eagle Mine and Humboldt Mill acquisition is a defining moment for Talon,” said Henri van Rooyen, Executive Chairman of Talon. “I am pleased to welcome Darby Stacey as Chief Executive Officer, along with the Eagle and Humboldt mining and processing team, to Talon.
“This transaction has brought 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, environmental and permitting capabilities to create the only operating primary nickel-copper company in the United States with meaningful expansion potential.
“With the transaction now complete, our combined team is positioned to advance our four strategic priorities in parallel – materially extending the Eagle Mine life, accelerating exploration in Michigan and Minnesota, advancing permitting at the Tamarack Nickel-Copper Project and the Beulah Battery Minerals Processing Facility, and progressing engineering toward feasibility study and construction – at a time when it is vitally important to drive decisively toward U.S. critical minerals self-sufficiency.”
In connection with closing of the Transaction, Jack Lundin and Juan Andrés Morel, the CEO and COO, respectively, of Lundin Mining, were appointed to the board of directors of Talon. Darby Stacey, the General Manager of the Eagle Mine under Lundin Mining, has been appointed as CEO of Talon and has also joined the Talon Board. In addition, Warren Newfield has stepped down from the Talon Board and Henri van Rooyen has been appointed Executive Chairman.
As previously announced, Talon entered into a subscription agreement concurrently with entering into the definitive agreement in respect of the Transaction pursuant to which it agreed to issue 18,555,783 Talon Shares to a trust settled by the late Adolf H. Lundin. The Toronto Stock Exchange requires shareholder approval of the Concurrent Private Placement in accordance with Section 604(a)(i) of the TSX Company Manual and the Company intends to call a special meeting as soon as practicable to seek such approval. Further details will be contained in a management information circular to be sent to holders of Talon Shares in connection with the Meeting.
The Talon Board has determined that the previously announced consolidation of the Talon Shares on the basis of one post-consolidation Talon Share for every ten pre-consolidation Talon Shares, will be effective on January 23, 2026.
The Toronto Stock Exchange has accepted notice of the Consolidation, and the Talon Shares are expected to begin trading on the TSX on a post-Consolidation basis on or about January 27, 2026. The post-Consolidation Talon Shares will continue to trade on TSX under the symbol “TLO” but with a new CUSIP number (G86659201) and new ISIN (VGG866592014).
As a result of the Consolidation, the number of outstanding Talon Shares will be reduced from approximately 1,478,254,002 pre-Consolidation Talon Shares currently outstanding to approximately 147,825,400 post-Consolidation Talon Shares as at the Effective Date, subject to adjustment for the rounding down of fractions as outlined below.
The Consolidation will also result in proportionate adjustments to the exercise price and number of Talon Shares issuable pursuant to the Company’s outstanding share purchase warrants and stock options in accordance with the terms of the warrant indenture between the Company and Computershare Trust Company of Canada dated June 18, 2025, the Company’s Stock Option Plan and other documents governing such securities.
Registered shareholders of Talon holding their Talon Shares in certificated form will be sent a letter of transmittal with instructions for the surrender of certificates representing their pre-Consolidation common shares. Such shareholders will need to return to Computershare, as registrar and transfer agent for the Talon Shares, a completed letter of transmittal in order to receive a certificate or direct registration system (DRS) advice statement for their post-Consolidation Talon Shares. The form of letter of transmittal will also be available electronically under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and from the Talon website at www.talonmetals.com. Registered shareholders whose pre-Consolidation Talon Shares are represented by a DRS advice statement will not be required to return a completed letter of transmittal to Computershare and will instead be automatically issued a new DRS advice statement for the number of post-Consolidation Talon Shares held.
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