GUERNSEY, Channel Islands, Oct. 18, 2021 – The Pallinghurst Group, through Pallinghurst Nickel International Limited (“Pallinghurst”), today announced that it has agreed to acquire 133,610,894 common shares of Talon Metals Corp. (“Talon”) pursuant to a binding private agreement with Resource Capital Fund VI L.P. (“RCF”) at a purchase price of C$0.60 per share and an aggregate purchase price of C$80,166,536.40 (the “Transaction”). The Transaction is expected to close on or around October 22, 2021.
As a result of the Transaction, Pallinghurst will own 133,610,894 Talon shares, representing approximately 19.2% of the issued and outstanding Talon shares on a non-diluted basis. Pallinghurst did not own any Talon shares prior to the Transaction.
On closing of the Transaction, Pallinghurst and RCF will enter into an ancillary rights and relationship agreement (the “Relationship Agreement”) which, among other things, will set out the basis on which Pallinghurst and RCF intend to seek common ground as to Talon’s potential financing strategy and certain corporate governance matters. Pursuant to the Relationship Agreement, Pallinghurst and RCF will also agree to not sell, transfer or otherwise dispose of any of their Talon shares for a 12-month period following closing of the Transaction without the prior written consent of the other party.
Pallinghurst has acquired the Talon shares in the ordinary course of business and for investment purposes. Pallinghurst has no current plans or future intentions which relate to acquiring additional securities of Talon or disposing of securities of Talon. Subject to the terms and conditions of the Relationship Agreement, as applicable, depending on market conditions and other factors, including Pallinghurst’s view of Talon’s prospects, business and financial condition, Pallinghurst may acquire additional securities of Talon from time to time in the future, in the open market or pursuant to privately negotiated transactions, may sell all or a portion of its securities of Talon, or may enter into derivative or other transactions with respect to such securities. In addition, Pallinghurst will seek to have one representative on Talon’s board of directors with the consent of the board.
An early warning report with additional information in respect of the foregoing will be filed and made available on Talon’s SEDAR profile at www.sedar.com. For further information or to obtain a copy of the early warning report, please visit Talon’s profile on SEDAR at www.sedar.com or contact Arne H. Frandsen, the Co-Chief Executive of The Pallinghurst Group, at +44 1481 740 520. Pallinghurst’s registered office is located at 23-25 Le Pollet, St Peter Port, Guernsey, GY1 1WQ.
Talon’s head office is located at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands.