ROAD TOWN, BRITISH VIRGIN ISLANDS--(Marketwired - January 18, 2017) - Further to a
press release dated December 19, 2016, Talon Metals Corp. ("Talon" or the "Company")
(TSX: TLO) is pleased to announce that the amendment to the loan agreement (the "Loan
Agreement"), dated November 25, 2015, amongst Talon, Resource Capital Fund VI L.P. ("RCF VI") and
certain of Talon's subsidiaries (the "Credit Parties") has become effective (the "Loan
Amendment") pursuant to the terms of an amending agreement, amongst the same parties, dated December 16, 2106 (the
"Amending Agreement"). Minority shareholder approval for, among other things, the Loan Amendment was obtained
today at a special meeting of the Company's shareholders in accordance with Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions.
Pursuant to the terms of the Loan Agreement, as amended by the Amending Agreement, among other things:
- RCF VI has agreed to increase the principal amount of the unsecured loan previously advanced to the Company on December 29,
2015 by US$2,000,000 (from US$14,000,000 to US$16,000,000) to be provided in a second advance (expected to be received by the
Company on January 19, 2017) on substantially the same terms as the original loan (the "Second Advance").
- RCF VI maintains the right to elect to convert all or part of the principal amount of the unsecured loan (including all
capitalized interest) into common shares of the Company at any time at a conversion price of C$0.156 per common share. The
outstanding principal amount under the Loan Agreement, as amended, will continue to bear interest at the rate of 12% per annum
until the maturity date, being the earlier of: (i) November 25, 2018; and (ii) the date upon which RCF VI elects to accelerate
the due date upon the occurrence of certain events, including an event of default; and
- the proceeds of the Second Advance are required to be used for the purposes of funding the Company's share of a winter
exploration program at the Tamarack Project and the remainder in accordance with a detailed budget relating to the business
activities of the Credit Parties as well as to all general, administrative and others costs and expenses of the Credit Parties,
as such budget is updated, revised and amended from time to time with the consent of RCF VI.
Pursuant to the Amending Agreement, as consideration for RCF VI's agreement to increase the principal amount under the Loan
Agreement, the Company has issued to RCF VI 15,000,000 common share purchase warrants (the "Warrants"), each
exercisable for one common share (each, an "Warrant Share") at an exercise price of CDN$0.11 per Warrant Share
for a period of 48 months from the date of issuance of such Warrants.
For more information, please see the Company's press releases dated December 31, 2015 and December 19, 2016, the full text of
the Loan Agreement and the Amending Agreement and the management information circular of the Company dated December 16, 2016,
copies of which are available on Talon's profile on SEDAR at www.sedar.com.
About Talon
Talon is a TSX-listed company focused on the exploration and development of the Tamarack Nickel-Copper-PGE Project in
Minnesota, USA (which comprises the Tamarack North Project and the Tamarack South Project). The Company has a well-qualified
exploration and mine management team with extensive experience in project management.
For additional information on Talon, please visit the Company's website at www.talonmetals.com.
Forward-Looking Statements
This press release contains forward-looking information which is not comprised of historical facts. Forward-looking
information involves risks, uncertainties and other factors that could cause actual events, results, performance and
opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking
information contained or referred to in this press release includes, but may not be limited to, the commencement of the winter
program at the Tamarack Project, Talon's decision to fund its proportionate share of such winter program, the receipt of the
Second Advance and the use of proceeds in respect of such funds.
Factors that could cause actual results to differ materially from those described in such
forward-looking information include, but are not limited to, risks related the occurrence of an event of default pursuant to the
Loan Agreement, as amended, and risks related to the inability of each of the Company and RCF VI to perform its respective
obligations under the Loan Agreement, as amended, as well as certain other risks set out in the Company's public documents,
including its annual information form as at March 30, 2016, filed under the Company's profile on SEDAR.
The forward-looking information in this press release reflects the current expectations, assumptions
and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking
information contained in this press release, the Company has made assumptions about: the Company's business, the economy and the
Company's industry in general as well as the Company's and RCF VI's ability to perform their respective obligations. The Company
has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company
believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a
guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent
uncertainty therein.
Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable
securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of
new information, future events or results or otherwise.