Mr. Henri van Rooyen reports
MORE NICKEL IN THE USA: TALON METALS ANNOUNCES ROYALTY AGREEMENT WITH TRIPLE FLAG FOR US$8 MILLION
Talon Nickel (USA) LLC, a wholly owned subsidiary of Talon Metals Corp., has agreed to grant an additional net smelter return royalty to Triple Flag USA Royalties Ltd., a subsidiary of Triple Flag Precious Metals Corp., in consideration of the payment of $8-million (U.S.) (approximately $10.9-million).
The principal terms of the Triple Flag U.S. transaction are set out herein. The proceeds received from the Triple Flag U.S. transaction are intended to be used to continue to advance both the Tamarack nickel project in Minnesota, United States, and the Michigan nickel-copper project in the Upper peninsula of the state of Michigan, United States, as well as for general working capital purposes.
Talon chief executive officer 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 U.S. government grants are valuable sources of non-dilutive financing that support our activities across Minnesota, North Dakota and Michigan going into 2025."
Triple Flag U.S. transaction
The principal terms of the Triple Flag U.S. transaction are as follows:
- In return for the $8-million (U.S.) (approximately $10.9-million) cash consideration: (a) Triple Flag, through its subsidiary Triple Flag U.S., has received an additional 1.67-per-cent net smelter return royalty on the company's interest in the Tamarack project (subject to the Talon buyback right further described herein) (the new royalty); and (b) the company has issued eight 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 U.S. transaction at an exercise price of 20 cents per share.
- Exercisable for a period of up to two years following the closing date of the Triple Flag U.S. transaction, subject to acceleration in certain circumstances, Talon has a buyback right of 0.67 per cent of the new royalty for $5-million (U.S.), which would thereby reduce the new royalty to 1.0 per cent. The exercise of the Talon buyback 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 buyback right will terminate early and on the date which is 25 days after the completion of such change-of-control transaction.
- Triple Flag U.S. has a right to increase the designated percentage of the new royalty by an additional 0.50 per cent on the payment of an additional $2-million (U.S.) in the event that the company's cash balance decreases to an amount that is less than $2-million (U.S.) and such decrease is not cured within a period of 60 days. The Talon buyback right would also terminate in these circumstances. The right of Triple Flag U.S. 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 Ltd. 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 U.S. transaction, and Talon and its subsidiaries have provided security to Triple Flag U.S. to support the payment and performance obligations related to the new royalty and the guarantees.
About Talon Metals Corp.
Talon is a Toronto Stock Exchange listed base metal 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 United States over the OTC (over-the-counter) market under the symbol TLOFF. The Tamarack nickel project comprises a large land position (18 kilometres of strike length) with additional high-grade intercepts outside the current resource area. Talon has an earn-in right to acquire up to 60 per cent of the Tamarack nickel project and currently owns 51 per cent. Talon is focused on: (i) expanding and infilling its current high-grade nickel mineralization resource prepared in accordance with National Instrument 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 work force development agreement in place with the United Steelworkers union. Talon's battery mineral processing facility in Mercer county was selected by the U.S. Department of Energy for a $114.8-million (U.S.) funding grant from the Bipartisan Infrastructure Law, and the U.S. Department of Defense awarded Talon a grant of $20.6-million (U.S.) 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.
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