Talon Metals to acquire Lundin Mining US subsidiary

Core Viewpoint - Talon Metals has entered into a definitive share purchase agreement with Lundin Mining to acquire 100% of Lundin Mining US, which owns the Eagle Mine and Humboldt Mill, valued at approximately $83.7 million [1][2] Group 1: Transaction Details - Lundin Mining will receive 275.2 million Talon shares, representing 18.4% of Talon's issued and outstanding shares upon completion of the deal [1] - Upon closing, Lundin Mining's total holding in Talon will increase to 19.99% of Talon's issued and outstanding common shares on a non-diluted basis [2] - The transaction will merge Lundin Mining's Eagle Mine and Humboldt Mill with Talon's stake in the Tamarack nickel-copper-cobalt project [2] Group 2: Exploration and Facilities - The deal includes Talon's prospective exploration land package of over 400,000 acres in Michigan, covering the Boulderdash nickel/copper discovery located eight miles from the Eagle Mine [3] - Talon's planned Beulah minerals processing facility in North Dakota will also be included in the combined arrangement [3] Group 3: Management and Governance - The transaction will result in a newly formed Talon board consisting of ten directors, with Lundin Mining nominating its president and CEO Jack Lundin, and Juan Andrés Morel [3] Group 4: Strategic Benefits - The combination of Talon and Eagle will create a pure-play US nickel company anchored by the Eagle Mine, the only primary nickel mine currently operating in the US, unlocking meaningful synergies [4] - The Humboldt Mill will serve as a shared, centralized processing facility [4] Group 5: Financial Arrangements - Lundin Mining will account for its interest in Talon using the equity method and will sign a production payment agreement covering ore processed at the Humboldt Mill that does not come from the Eagle Mine [5] - Under this agreement, Lundin Mining US will pay Lundin Mining $1 per tonne of non-Eagle ore processed at the Humboldt Mill, up to a cumulative maximum of $20 million [6] Group 6: Shareholder Rights and Lock-up Agreement - An investor rights agreement will be executed, granting Lundin Mining certain rights regarding director nominations, anti-dilution, and participation in future Talon equity financings [6] - Lundin Mining will also sign a lock-up agreement limiting its ability to acquire, sell, or dispose of Talon shares for a period of up to 24 months, with certain standard exceptions [7]