Talon Metals - Capital/Financing Update 2020

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This Prospectus Supplement (as defined herein), together with the Base Shelf Prospectus (as defined herein), and each document incorporated or deemed to be incorporated by reference in this Prospectus Supplement and in the Base Shelf Prospectus, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws and may not be offered or sold within the United States (as such term is defined in Regulation S under the 1933 Act), unless registered under the 1933 Act and applicable state securities laws or unless an exemption from such registration is available. This Prospectus Supplement, together with the Base Shelf Prospectus, does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States.

Information has been incorporated by reference in this Prospectus Supplement and the Base Shelf Prospectus from documents filed with securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Talon Metals Corp. at c/o Talon Metals Services Inc., 43-603 Clark Avenue West, Thornhill, Ontario, L4J 8R2, telephone (416) 361-9636, and are also available electronically at www.sedar.com.

PROSPECTUS SUPPLEMENT To The Short Form Base Shelf Prospectus Dated March 26, 2020

New Issue

August 6, 2020

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TALON METALS CORP.

$5,000,008 19,230,800 Common Shares

This prospectus supplement (the “ Prospectus Supplement ”), together with the accompanying short form base shelf prospectus dated March 26, 2020 (the “ Base Shelf Prospectus ”), is being filed by Talon Metals Corp. (“ Talon ” or the “ Corporation ”) to qualify the distribution (the “ Offering ”) of 19,230,800 common shares (the “ Offered Shares ”) of Talon at a price of $0.26 per Offered Share (the “ Offering Price ”). The Offering is being made pursuant to an agency agreement (the “ Agency Agreement ”) dated as of August 6, 2020 between the Corporation and Paradigm Capital Inc., as sole agent (the “ Agent ”). The Offering Price was determined by arm’s length negotiation between the Corporation and the Agent with reference to the prevailing market price of the common shares of the Corporation (the “ Common Shares ”). See “ Plan of Distribution ”.

The Common Shares are listed and posted for trading on the Toronto Stock Exchange (“ TSX ”) under the symbol “TLO”. On August 4, 2020 the last trading day prior to the date of announcement of the Offering, the closing price of the Common Shares on the TSX was $0.31. On August 5, 2020, the last trading day prior to the date of this Prospectus Supplement, the closing price of the Common Shares on the TSX was $0.28. The Corporation has applied to list the Offered Shares and the Additional Shares (as defined herein) and the Compensation Shares (as defined herein) issuable upon any exercise of the Compensation Warrants (as defined herein) on the TSX. The TSX has not conditionally approved the Corporation’s listing application and there is no assurance that the TSX will approve the listing application. Listing is subject to the Corporation fulfilling all of the requirements of the TSX.

Price: $0.26 per Offered Share

Per Offered Share…………... Total(3)………………………	Price to the Public $0.26 $5,000,008	Agent’s Fee(1) $0.0156 $300,000	Net Proceeds to the Corporation(2)
			$0.2444 $4,700,008

(1) In consideration for the services rendered by the Agent in connection with the Offering, the Corporation has agreed to pay the Agent a cash fee (the “ Agent’s Fee ”) of 6.0% of the gross proceeds of the Offering, including any Additional Shares sold pursuant to the exercise of the Over-Allotment Option (as defined herein) . As additional consideration for the services rendered by the Agent in connection with the Offering, the Corporation has agreed to issue to the Agent non-transferable compensation warrants (the “ Compensation Warrants ”) to purchase that number of Common Shares (the “ Compensation Shares ”) that is equal to 6.0% of the Offered Shares sold pursuant to the Offering, including any Additional Shares sold pursuant to the exercise of the Over-Allotment Option. Each Compensation

Warrant is exercisable to purchase one Compensation Share at the Offering Price for a period of 24 months from the Closing Date (as defined herein). This Prospectus Supplement also qualifies the distribution of the Compensation Warrants. See “ Plan of Distribution ”.

(2) After deducting the Agent’s Fee, but before deducting the expenses relating to the Offering, including the preparation and filing of this Prospectus Supplement, which expenses are estimated to be approximately $269,000 and which will be paid from the proceeds of the Offering.

(3) The Corporation has granted the Agent an over-allotment option (the “ Over-Allotment Option ”), exercisable in whole or in part, in the sole discretion of the Agent, for a period of 30 days from and including the closing of the Offering, to purchase up to an additional 2,884,620 Common Shares (the “ Additional Shares ”), at the Offering Price, to cover over-allotments, if any, made by the Agent in connection with the Offering and for market stabilization purposes. The grant of the OverAllotment Option and the Additional Shares issuable upon exercise of the Over-Allotment Option are hereby qualified for distribution under this Prospectus Supplement. A purchaser who acquires Additional Shares forming part of the Agent’s over-allocation position acquires such Additional Shares under this Prospectus Supplement regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. If the Over-Allotment Option is exercised in full, the total price to the public, Agent’s Fee and net proceeds to the Corporation (before deducting the expenses relating to the Offering (see note 2 above)) will be $5,750,009, $345,000, and $5,405,009, respectively. See “ Plan of Distribution ” and the table below.

	Number of Common
Agent’s Position	Shares Available	Exercise Period	Exercise Price
Over-Allotment Option	Up to 2,884,620 Additional	Up to 30 days from and including	$0.26 per
	Shares	the Closing Date	Additional Share
Compensation Warrants	Up to 173,077 Compensation	24 months from the Closing Date	$0.26 per
	Shares		Compensation
			Share
Total securities under option	Up to 3,057,697 Common
issuable to the Agent	Shares

Unless the context otherwise requires, all references to the “Offering”, “Offered Shares”, “Compensation Warrants” and “Compensation Shares” in this Prospectus Supplement includes all securities issuable assuming the exercise of the Over-Allotment Option.

The Agent conditionally offer the Offered Shares on a “best efforts” agency basis, subject to prior sale, if, as and when issued by the Corporation and accepted by the Agent in accordance with the terms and conditions contained in the Agency Agreement referred to under “ Plan of Distribution ”, and subject to the approval of certain legal matters on behalf of the Corporation by Cassels Brock & Blackwell LLP and on behalf of the Agent by Borden Ladner Gervais LLP.

The Offering is being made in each of the provinces of Canada, except Québec. The Offered Shares will be offered in each of such provinces through those Agent or its affiliates who are registered to offer Offered Shares for sale in such provinces and such other registered dealers as may be designated by the Agent. Subject to applicable law, the Agent may offer the Offered Shares in such other jurisdictions outside of Canada as agreed between the Corporation and the Agent. See “ Plan of Distribution ”.

Subscriptions for the Offered Shares will be received subject to rejection or allotment, in whole or in part, and the right is reserved to close the subscription books at any time without notice. Closing of the Offering is expected to take place on or about August 13, 2020, or such other date as may be agreed upon by the Corporation and the Agent (the “ Closing Date ”). Subject to applicable laws, the Agent may, in connection with the Offering, over-allot or effect transactions that are intended to stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. See “ Plan of Distribution ”.

It is anticipated that the Offered Shares will be delivered under the book-based system through CDS Clearing and Depository Services Inc. (“ CDS ”) or its nominee and deposited in electronic form. A purchaser of Offered Shares will receive only a customer confirmation from the registered dealer from or through which the Offered Shares are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold Offered Shares on behalf of owners who have purchased Offered Shares in accordance with the book-based system. No definitive certificates will be issued unless specifically requested or required. See “ Plan of Distribution ”.

Prospective investors should rely only on the information contained or incorporated by reference in this Prospectus Supplement and in the Base Shelf Prospectus. The Corporation and the Agent have not authorized anyone to provide purchasers with information different from that contained or incorporated by reference in this Prospectus Supplement and the Base Shelf Prospectus. The Agent is offering to sell and seeking offers to buy the Offered Shares only in jurisdictions where, and to persons whom, offers and sales are lawfully permitted. An investment in the Offered Shares is highly speculative and involves significant risks that should be carefully considered by prospective investors before purchasing such securities. Such investment should only be made by those persons who can afford the risk of loss of their entire investment. The risks outlined in this Prospectus Supplement, the Base Shelf Prospectus and in the documents incorporated by reference herein and therein should be carefully reviewed and considered by prospective investors in connection with an investment in such securities. See “Cautionary Note Regarding Forward-Looking Information” and “Risk Factors” in this Prospectus Supplement and the Base Shelf Prospectus

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and “Forward-Looking Information” and “Risk Factors” in the Corporation’s AIF (as defined herein) which is available under the Corporation’s profile on SEDAR at www.sedar.com, before purchasing the Offered Shares.

Prospective purchasers are advised to consult their own tax advisors regarding the application of Canadian federal income tax laws to their particular circumstances, as well as any other provincial, foreign and other tax consequences of acquiring, holding or disposing of the Common Shares, including the Canadian federal income tax consequences applicable to a foreign controlled Canadian corporation that acquires the Offered Shares. See “Eligibility for Investment”.

The Corporation is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction, and each of Warren E. Newfield (Executive Chairman and Director), Gregory S. Kinross (Director), David E. Singer (Director), and David L. Deisley (Director) reside outside of Canada. The Corporation and each of the individuals named above have appointed Cassels Brock & Blackwell LLP, 2100 Scotia Plaza, 40 King Street West, Toronto, Ontario, M5H 3C2, as their agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

The Corporation’s head and registered office is located at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands. The registered office address of the Corporation’s representative in Canada, Talon Metals Services Inc., is 43-603 Clark Avenue West, Thornhill, Ontario, L4J 8R2.

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DESCRIPTION PAGE NO.
ABOUT THIS PROSPECTUS .................................................................................................................................. S-5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION ................................................ S-5
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION ...................................................... S-6
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................ S-6
MARKETING MATERIALS ................................................................................................................................... S-7
ELIGIBILITY FOR INVESTMENT......................................................................................................................... S-8
THE CORPORATION .............................................................................................................................................. S-8
CONSOLIDATED CAPITALIZATION .................................................................................................................. S-9
USE OF PROCEEDS ................................................................................................................................................ S-9
PLAN OF DISTRIBUTION .................................................................................................................................... S-10
DESCRIPTION OF SECURITIES BEING DISTRIBUTED ................................................................................. S-12
PRIOR SALES ........................................................................................................................................................ S-13
TRADING PRICE AND VOLUME ....................................................................................................................... S-13
RISK FACTORS ..................................................................................................................................................... S-14
AUDITOR, TRANSFER AGENT AND REGISTRAR .......................................................................................... S-15
INTEREST OF EXPERTS ...................................................................................................................................... S-15
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ...................................................................... S-16
CERTIFICATE OF THE CORPORATION .......................................................................................................... S-C-1
CERTIFICATE OF THE AGENT ......................................................................................................................... S-C-2

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ABOUT THIS PROSPECTUS

This document is in two parts. The first part is the Prospectus Supplement, which describes the terms of the Offering and adds to and updates information contained in the Base Shelf Prospectus and the documents incorporated by reference therein. The second part is the Base Shelf Prospectus, which gives more general information, some of which may not apply to the Offering. This Prospectus Supplement is deemed to be incorporated by reference into the Base Shelf Prospectus solely for the purpose of the Offering. To the extent that the description of the Offered Shares varies between this Prospectus Supplement and the Base Shelf Prospectus, you should rely only on the information in this Prospectus Supplement.

Investors should carefully read both this Prospectus Supplement and the Base Shelf Prospectus, including the documents incorporated by reference herein and therein, and in particular the risk factors discussed in such documents, prior to investing in the Offered Shares.

Investors should rely only on the information contained or incorporated by reference in this Prospectus Supplement and the Base Shelf Prospectus and are not entitled to rely only on certain parts of the information contained in this Prospectus Supplement and the Base Shelf Prospectus to the exclusion of the remainder. The Corporation and the Agent have not authorized anyone to provide investors with different information. If anyone provides you with different or additional information, you should not rely on it. The Corporation is not offering the securities in any jurisdiction in which the Offering is not permitted. Investors should assume that the information contained in this Prospectus Supplement and the Base Shelf Prospectus is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference is accurate only as of the date of that document, regardless of the time of delivery of this Prospectus Supplement and the Base Shelf Prospectus or of any sale of the securities pursuant thereto.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Prospectus Supplement and documents incorporated by reference herein contain “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of applicable United States securities laws. All information, other than information concerning historical fact, that addresses activities, events or developments that the Corporation believes, expects or anticipates will or may occur in the future including, without limitation, statements with respect to the use of proceeds of the Offering, the proposed Closing Date of the Offering, payments to Kennecott Exploration Company (“ Kennecott ”) pursuant to the exploration and option agreement dated November 7, 2018, as amended January 31, 2019 and February 28, 2019, entered into between Talon Nickel (USA) LLC and Kennecott (the “ 2018 Option Agreement ”), capital and operating costs, the economic analysis from the Updated PEA (as defined herein), the Updated PEA conclusions, estimates in respect of mineral resource quantities, mineral resource qualities, information regarding the potential for increased mineral resources and increased classification through additional exploration, potential mineralization, metallurgical testing and results, drilling and exploration plans, the Corporation’s business plans and priorities, market trends with respect to demand for and the price of nickel and the likelihood of loss for legal proceedings, are forwardlooking information.

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including the Tamarack North Project and the Tamarack South Project; the possibility that future exploration results and metallurgical testing will not be consistent with the Corporation’s expectations (including identifying additional and/or more extensive mineralization and/or recovery); changes in nickel and/or copper prices; delays in obtaining or failures to obtain necessary regulatory permits and approvals from government authorities; uncertainties involved in interpreting drilling results, and the beneficiation process and other geological and product related data; changes in the anticipated demand for nickel, copper and/or cobalt; changes in equity and debt markets; inflation; changes in exchange rates; declines in United States, Canadian and/or global economies; exploration costs varying significantly from estimates; delays in the exploration, mineral processing and development of, and/or commercial production from the properties Talon has an interest in; equipment failure; unexpected geological or hydrological conditions; political risks; imprecision in preliminary resource estimates; success of future exploration and development initiatives; the existence of undetected or unregistered interests or claims, whether in contract or in tort, over the properties of Talon (including, the Tamarack North Project and the Tamarack South Project); changes in government regulations and policies; risks relating to labour; other exploration, development and operating risks; liability and other claims asserted against Talon; volatility in prices of publicly traded securities; risks relating to the COVID-19 Coronavirus; and other risks involved in the mineral exploration and development industry and risks specific to the Corporation, including the risk factors identified elsewhere in this Prospectus Supplement, the Base Shelf Prospectus, and documents incorporated by reference herein and therein, including in the AIF under “ Risk Factors ”, in the Updated PEA and in other disclosure documents of the Corporation filed at www.sedar.com.

Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking information contained in this Prospectus Supplement, and the Base Shelf Prospectus and documents incorporated by reference herein and therein are expressly qualified by this cautionary statement. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The Corporation does not undertake to update any forward-looking information, except as required by applicable securities laws.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

References to “$” or “C$” in this Prospectus Supplement are to Canadian dollars, unless otherwise indicated. References to “US$” in this Prospectus Supplement are to United States dollars. As of August 5, 2020, the Bank of Canada daily average rate of exchange for Canadian dollars and United States dollars was C$1.00 = US$0.7540 or US$1.00 = C$1.3262.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed to be incorporated by reference into the Base Shelf Prospectus solely for the purposes of the Offering. Other documents are also incorporated, or are deemed to be incorporated by reference, into the Base Shelf Prospectus and reference should be made to the Base Shelf Prospectus for full particulars thereof.

Information has been incorporated by reference in this Prospectus Supplement from documents filed with securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated by reference herein may be obtained on request without charge from the Corporate Secretary of the Corporation at c/o Talon Metals Services Inc., 43-603 Clark Avenue West, Thornhill, Ontario, L4J 8R2, telephone (416) 361-9636, and are also available electronically under the profile of the Corporation at www.sedar.com.

The following documents filed by the Corporation with the securities commissions or similar regulatory authorities in Canada are specifically incorporated by reference into, and form an integral part of, this Prospectus Supplement and the Base Shelf Prospectus:

(a) the annual information form of the Corporation dated March 30, 2020 for the year ended December 31, 2019 (the “ AIF ”);
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(b) the audited consolidated financial statements of the Corporation for the years ended December 31, 2019 and 2018, together with the notes thereto and the auditor’s report thereon;
(c) the management’s discussion and analysis of financial condition and results of operations of the Corporation for the year ended December 31, 2019 (the “ Annual MD&A ”);
(d) the condensed consolidated interim financial statements of the Corporation for the three months ended March 31, 2020 and 2019, together with the notes thereto (the “ Interim Financial Statements ”) (except for the notice of no auditor review, as the Corporation’s auditor has performed a review of the Interim Financial Statements in connection with the Offering);
(e) the management’s discussion and analysis of financial condition and results of operations of the Corporation for the three months ended March 31, 2020 (the “ Interim MD&A ”);
(f) the material change report of the Corporation dated May 21, 2020 in respect of the announcement that the Corporation: (i) completed a non-brokered private placement of 40,169,500 Common Shares at a price of $0.10 per Common Share for aggregate gross proceeds of $4,016,950 (the “ May 2020 Private Placement ”);
(g) the management information circular of the Corporation dated May 25, 2020, regarding the annual and special meeting of shareholders of the Corporation held on July 25, 2020 (the “ 2020 AGM ”); and
(h) the template version of the term sheet dated August 4, 2020 in connection with the Offering (the “ Original Term Sheet ”) and the template version of the amended term sheet dated August 5, 2020 in connection with the Offering (the “ Amended Term Sheet ” and, together with the Original Term Sheet, the “ Marketing Materials ”).

Any documents of the foregoing type, and all other documents of the type required by National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in a Prospectus Supplement including, without limitation, any material change reports (excluding material change reports filed on a confidential basis), comparative interim financial statements, comparative annual financial statements and the auditor’s report thereon, management’s discussion and analysis, information circulars, annual information forms, marketing materials and business acquisition reports filed by the Corporation with the securities commissions or similar authorities in any of the provinces of Canada, subsequent to the date of this Prospectus Supplement and prior to the termination of this Offering shall be deemed to be incorporated by reference in this Prospectus Supplement.

Any statement contained in this Prospectus Supplement, the Base Shelf Prospectus, or in a document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded, for purposes of this Prospectus Supplement, to the extent that a statement contained herein or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies, replaces or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus Supplement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes.

The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

MARKETING MATERIALS

In connection with the Offering, the Agent used the Original Term Sheet as “marketing materials” (as such terms are defined under applicable Canadian securities laws). The Marketing Materials do not form part of this Prospectus Supplement and the Base Shelf Prospectus to the extent that the contents of the Marketing Materials have been modified or superseded by a statement contained in this Prospectus Supplement. Any template version of any

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marketing materials that has been, or will be, filed on SEDAR (www.sedar.com) before the termination of the distribution under the Offering (including any amendments to, or an amended version of, any template version of any marketing materials) is deemed to be incorporated by reference into this Prospectus Supplement and the Base Shelf Prospectus solely for the purposes of the Offering.

Subsequent to the use of the Original Term Sheet: (i) the number of Offered Shares to be issued pursuant to the Offering was increased from 11,538,500 Offered Shares to 19,230,800 Offered Shares; and (ii) the maximum amount of gross proceeds was increased from $3,000,010 to $5,000,008. The Corporation prepared the Amended Term Sheet (as defined herein), which is a revised version of the Original Term Sheet, along with a blackline to show the applicable modifications, and the Amended Term Sheet has been filed and is available under the Corporation’s profile on SEDAR (www.sedar.com).

ELIGIBILITY FOR INVESTMENT

In the opinion of Cassels Brock & Blackwell LLP, counsel to the Corporation, and Borden Ladner Gervais LLP, counsel to the Agent, based on the current provisions of the Income Tax Act (Canada) (the “ Tax Act ”) and the regulations thereunder, in force as of the date hereof, the Offered Shares, if issued on the date hereof, would be qualified investments for trusts governed by a registered retirement savings plan, registered retirement income fund, registered education savings plan, registered disability savings plan, tax-free savings account (collectively referred to as “Registered Plans”) or deferred profit sharing plan, provided that the Offered Shares are listed on a “designated stock exchange” within the meaning of the Tax Act (which currently includes the TSX) or the Corporation qualifies as a “public corporation” (as defined in the Tax Act).

Notwithstanding the foregoing, the holder, subscriber or annuitant of, or under, a Registered Plan (the “ Controlling Individual ”) will be subject to a penalty tax as set out in the Tax Act in respect of Offered Shares acquired by a Registered Plan if such securities are a prohibited investment as set out in the Tax Act for the particular Registered Plan. An Offered Share generally will not be a “prohibited investment” for a Registered Plan provided the Controlling Individual deals at arm’s length with the Corporation for the purposes of the Tax Act and does not have a “significant interest” (as defined in subsection 207.01(4) the Tax Act) in the Corporation. In addition, the Offered Shares will not be a “prohibited investment” if the Offered Shares are “excluded property” as defined in the Tax Act, for the Registered Plan. Controlling Individuals should consult their own tax advisors as to whether the Offered Shares would be a prohibited investment in their particular circumstances.

THE CORPORATION

The Corporation is a mineral exploration company currently focused on the exploration and development of the Tamarack North Project and the Tamarack South Project, nickel-copper-cobalt projects in Minnesota, United States of America. The Corporation’s interest in the Tamarack North Project and the Tamarack South Project is held through its indirect subsidiary, Talon Nickel (USA) LLC. As of the date hereof, the only material property of the Corporation is the Tamarack North Project.

A technical report entitled “NI 43-101 Technical Report, Updated Preliminary Economic Assessment (PEA) of the Tamarack North Project – Tamarack, Minnesota” with an effective date of March 12, 2020 (the “ Updated PEA ”) prepared by Leslie Correia, Pr. Eng., Tim Fletcher, P. Eng., Daniel Gagnon, P. Eng., André-François Gravel, P. Eng., Oliver Peters, P. Eng., Tina Pint, PG, David Ritchie, P. Eng. and Brian Thomas, P. Geo., each of whom is a qualified person (see “ Interest of Experts ”), was filed by the Corporation on March 16, 2020 in connection with the Tamarack North Project.

For additional information with respect to the Tamarack North Project and the Tamarack South Project and the business of the Corporation, readers are referred to the Base Shelf Prospectus, as well as the Corporation’s Interim MD&A, AIF and Annual MD&A, all of which are incorporated by reference herein. See also “ Risk Factors ” in this Prospectus Supplement, the Base Shelf Prospectus, and the AIF.

Recent Developments

On April 28, 2020, the Corporation announced: (i) the successful completion of the 2020 winter exploration program at the Tamarack North Project; and (ii) the resignation of Mr. Luis Azevedo from the board of directors of the Corporation.

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On May 21, 2020, the Corporation completed the May 2020 Private Placement, issuing 40,169,500 Common Shares at a price of $0.10 per Common Share for aggregate gross proceeds of $4,016,950.

On June 25, 2020, the Corporation and Computershare Investor Services Inc., as rights agent, entered into an amended and restated shareholder rights plan agreement (the “ A&R Rights Plan ”). The A&R Rights Plan was approved by shareholders of the Corporation at the 2020 AGM.

CONSOLIDATED CAPITALIZATION

The only material change in the share and loan capital structure of the Corporation since March 31, 2020 is the issuance of 40,169,500 Common Shares under the May 2020 Private Placement.

The following table represents the share capital of the Corporation both before and after the issuance of the Offered Shares under the Offering:

Designation of Shares Common	Number of Common Shares Authorized 100,000,000,000	Outstanding as at the date hereof(1) 534,498,308	Outstanding on the date hereof, after giving effect to the Offering (without exercise of Over- Allotment Option)(2) 553,729,108	Outstanding on the date hereof, after giving effect to the Offering (including full exercise of the Over- Allotment Option)(3)
				556,613,728

Notes:

(1) As at the date hereof, there are: (i) 63,414,838 Common Shares issuable upon the exercise of outstanding stock options of the Corporation (“ Stock Options ”); and (ii) 33,192,485 Common Share issuable upon exercise of outstanding Common Share purchase warrants of the Corporation (“ Warrants ”). See “ Prior Sales ”.

(2) Reflects the issuance of 19,230,800 Offered Shares pursuant to the Offering.

(3) Reflects the issuance of 19,230,800 Offered Shares pursuant to the Offering and assumes the issuance of 2,884,620 Additional Shares pursuant to the full exercise of the Over-Allotment Option.

USE OF PROCEEDS

The net proceeds to the Corporation from the Offering are estimated to be $4,431,008, after deducting the payment of the Agent’s Fee of $300,000, and after deducting the estimated expenses of the Offering (estimated to be approximately $269,000). If the Over-Allotment Option is exercised in full, the net proceeds to the Corporation from the Offering are estimated to be $5,136,009, after deducting the Agent’s Fee of $345,000, and after deducting the estimated expenses of the Offering (estimated to be approximately $269,000).

The net proceeds to the Corporation from the May 2020 Private Placement were approximately $3,755,000. As at the date hereof, the Corporation has cash on hand of approximately $4,700,000 and adjusted working capital (i.e. excluding accounts payable in respect of board fees and legal contingencies) of approximately $3,780,000.

Use of Net Proceeds and Available Funds

The Corporation intends to use the majority of the net proceeds from the Offering for advancing work related to its planned exploration and development program at the Tamarack North Project and for general corporate and working capital purposes during the remainder of 2020. The Corporation intends to use the net proceeds from the Offering and the May 2020 Private Placement, together with current available funds, as follows:

Source of Funds Existing estimated working capital (excluding accounts payable in respect of board fees and legal contingencies) Net proceeds from the Offering Total Expenditures Exploration - drilling and geophysics	Estimated Amount (C$)
	$3,780,000 $4,431,008
	$8,211,008 $3,640,000

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Metallurgical testing Environmental baseline and community - salaries and direct costs Engineering salaries and fees Licenses and land Public company costs and G&A Finance, legal and admin salaries Local costs Marketing General corporate and working capital purposes (including contingencies) Total	$210,000 $170,000 $570,000 $580,000 $140,000 $300,000 $300,000 $100,000 $2,201,008
	$8,211,008

Business Objectives

The Corporation is focused on the advancement of the Tamarack North Project with the goal of ultimately bringing the project into production. The Corporation’s main business objective is to continue project exploration work towards the goal of publishing a prefeasibility study for the Tamarack North Project. The next substantial milestone that the Corporation intends to achieve is the completion of a prefeasibility study on the Tamarack North Project. There is no assurance the foregoing goal and objective will be achieved. The exploration, development and construction of mineral projects are subject to a number of risks and uncertainties. See “ Risk Factors”.

To advance the business objectives of the Corporation above, beginning in August 2020, the Corporation plans to undertake an exploration program at the Tamarack North Project. This exploration program is expected to consist of drilling existing priority geophysical targets and using new geophysical technologies to identify targets outside of the resource area. The intended main focus of the drill program is to drill outside of the Corporation’s resource area, with potentially some infill drilling to additionally be completed to help progress the Corporation towards the completion of a prefeasibility study. In addition to the exploration program, the Corporation is also continuing test work towards producing nickel sulphates for lithium-ion batteries.

Dr. Etienne Dinel, Vice President, Geology of the Corporation is the “qualified person” who supervised the preparation of the above use of available funds and the proposed use of net proceeds.

The above noted allocation represents the Corporation’s current intentions with respect to its use of proceeds based on current knowledge, planning and expectations of management of the Corporation. The net proceeds from the exercise of the Over-Allotment Option, if any, is expected to be used for general working capital purposes. The Corporation’s actual use of the net proceeds may vary depending on the Corporation’s operating and capital needs from time to time. There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary. See “ Risk Factors – Discretion in the Use of Proceeds ”.

Pending the use of the net proceeds described above, the Corporation may hold all or a portion of the net proceeds of the Offering as cash balances in the Corporation’s bank account or may invest all or a portion of the net proceeds of the Offering in short-term, high quality, interest bearing corporate, government-issued or governmentguaranteed securities.

During the year ended December 31, 2019 and the three month period ended March 31, 2020, the Corporation had negative cash flow from operating activities. The Corporation anticipates it will continue to have negative cash flow from operating activities in future periods until profitable commercial production is achieved at the Tamarack North Project. As a result, certain of the net proceeds from the Offering may be used to fund such negative cash flow from operating activities in future periods. See “ Risk Factors – Negative Operating Cash Flow and Additional Funding ”.

PLAN OF DISTRIBUTION

Pursuant to the Agency Agreement, the Corporation has engaged the Agent as sole agent and book runner to offer for sale to the public on a “best efforts” agency basis 19,230,800 Offered Shares at the Offering Price, for

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aggregate gross proceeds of $5,000,008, payable in cash to the Corporation against delivery of the Offered Shares, subject to compliance with the terms and conditions contained in the Agency Agreement. The Offering Price and other terms of the Offering were determined by arm’s length negotiation between the Corporation and the Agent, with reference to the prevailing market price of the Common Shares. The obligations of the Agent under the Agency Agreement may be terminated at its discretion on the basis of “disaster out”, “regulatory out”, “material change out”, and “breach out” provisions in the Agency Agreement and may also be terminated upon the occurrence of certain stated events. The Agent is not obligated to purchase any of the Offered Shares under the Agency Agreement.

There is no minimum amount of funds that must be raised under the Offering. This means that the Corporation could complete the Offering after raising only a small proportion of the Offering amount.

The Corporation has granted the Agent the Over-Allotment Option, exercisable in whole or in part, in the sole discretion of the Agent, for a period of 30 days from and including the Closing Date, to purchase up to an additional 2,884,620 Additional Shares, at the Offering Price, to cover over-allotments, if any, made by the Agent in connection with the Offering and for market stabilization purposes. The grant of the Over-Allotment Option and the Additional Shares issuable upon exercise of the Over-Allotment Option are qualified for distribution under this Prospectus Supplement. A purchaser who acquires Additional Shares forming part of the Agent’s over-allocation position acquires such Additional Shares under this Prospectus Supplement regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

In consideration for the services rendered by the Agent in connection with the Offering, the Corporation has agreed to pay the Agent the Agent’s Fee of 6.0% of the gross proceeds of the Offering, including any Additional Shares sold pursuant to the exercise of the Over-Allotment Option. As additional consideration for the services rendered by the Agent in connection with the Offering, the Corporation has agreed to issue to the Agent Compensation Warrants to purchase that number of Compensation Shares that is equal to 6.0% of the Offered Shares sold pursuant to the Offering, including any Additional Shares sold pursuant to the exercise of the Over-Allotment Option. Each Compensation Warrant is exercisable to purchase one Compensation Share at the Offering Price for a period of 24 months from the Closing Date. This Prospectus Supplement also qualifies the distribution of the Compensation Warrants.

The Corporation has applied to list the Offered Shares and the Additional Shares and the Compensation Shares issuable upon any exercise of the Compensation Warrants on the TSX. The TSX has not conditionally approved the Corporation’s listing application and there is no assurance that the TSX will approve the listing application. Listing is subject to the Corporation fulfilling all of the requirements of the TSX.

Pursuant to policy statements of certain securities regulators, the Agent may not, throughout the period of distribution under this Prospectus Supplement, bid for or purchase Common Shares. The foregoing restriction is subject to certain exceptions including: (a) a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplaces administered by the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market making activities, (b) a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of the distribution, provided that the bid or purchase was for the purpose of maintaining a fair and orderly market and not engaged in for the purpose of creating actual or apparent active trading in, or raising the price of, such securities, or (c) a bid or purchase to cover a short position entered into prior to the commencement of the prescribed restricted period. Consistent with these requirements, and in connection with this distribution, the Agent may over-allot or effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. If these activities are commenced, they may be discontinued by the Agent at any time. The Agent may carry out these transactions on the TSX, in the over-the-counter market or otherwise.

Pursuant to the Agency Agreement, the Corporation has agreed that it will not, without the prior written consent of the Agent, such consent not to be unreasonably withheld, during the period commencing on the signing of

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the Agency Agreement and ending 90 days following the Closing Date, (i) offer, pledge, sell, contract to sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer, lend or dispose of directly or indirectly, Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Shares or such other securities, whether any such transaction under (i) or (ii) is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, or (iii) agree to do any of the foregoing; provided, however, that the restrictions in (i), (ii) and (iii) shall not apply to securities issued: (A) pursuant to the Offering, (B) pursuant to the issuance or exercise of Stock Options issued pursuant to the Corporation’s stock option plan, (C) pursuant to the exercise of Stock Options or Warrants outstanding as at August 4, 2020, or (D) in connection with the bona fide acquisition by the Corporation of the shares or assets of other corporations or entities.

Pursuant to the Agency Agreement, the Corporation has also agreed that it will use its commercially reasonable efforts to cause each of the directors and executive officers of the Corporation to enter into lock-up agreements in a form satisfactory to the Corporation and the Agent, each acting reasonably, to be executed concurrently with the closing of the Offering (the “ Lock-up Agreements ”), pursuant to which each such person agrees to not, for a period ending 90 days after the Closing Date, without the prior written consent of the Agent, such consent not to be unreasonably withheld or delayed, directly or indirectly offer, sell, contract to sell, grant any option to purchase, make any short sale, lend, swap, or otherwise dispose of, transfer, assign, or announce any intention to do so, any Common Shares or any securities convertible into or exchangeable for Common Shares, whether now owned directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise, other than pursuant to: (i) a take-over bid, arrangement or similar transaction involving the acquisition of the Corporation; (ii) the exercise of Stock Options, Warrants or other convertible securities existing as at August 4, 2020, or (iii) the sale of any Common Shares issuable upon the exercise of Stock Options in order to pay for any taxes or the exercise price of the Stock Options.

Subscriptions for the Offered Shares will be received subject to rejection or allotment, in whole or in part, and the right is reserved to close the subscription books at any time without notice. Closing of the Offering is expected to take place on or about August 13, 2020, or such other date as may be agreed upon by the Corporation and the Agent. It is anticipated that the Offered Shares will be delivered under the book-based system through CDS or its nominee and deposited in electronic form. A purchaser of Offered Shares will receive only a customer confirmation from the registered dealer from or through which the Offered Shares are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold Offered Shares on behalf of owners who have purchased Offered Shares in accordance with the book-based system. No definitive certificates will be issued unless specifically requested or required.

Pursuant to the terms of the Agency Agreement, the Corporation has agreed to reimburse the Agent for certain expenses incurred in connection with the Offering and to indemnify the Agent and its directors, officers, employees and agents against certain liabilities and expenses and to contribute to payments the Agent may be required to make in respect thereof.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Pursuant to Talon’s memorandum of association under the BVI Act, it is authorized to issue one class and one series of shares divided into 100,000,000,000 Common Shares of no par value. The holders of Common Shares are entitled to one vote per share at all meetings of the shareholders of the Corporation either in person or by proxy. The holders of Common Shares are also entitled to dividends, if and when declared by the directors of the Corporation and the distribution of the residual assets of the Corporation in the event of a liquidation, dissolution or winding up of the Corporation. The Common Shares are not subject to call or assessment rights or any conversion rights, and other than the participation rights of RCF set out under “ Plan of Distribution – Participation Rights and Qualification Rights ” in the Base Shelf Prospectus, the Common Shares are not subject to any pre-emptive rights. There are no redemption, retraction, purchase for cancellation, surrender, sinking or purchase fund provisions.

At the annual and special meeting of shareholders of the Corporation held on June 25, 2020, the shareholders of the Corporation approved the A&R Rights Plan. The A&R Rights Plan aims to ensure that all shareholders are

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treated equally and fairly in the event of a transaction that could lead to a change in control of the Corporation. The A&R Rights Plan also gives the board of directors of the Corporation more time to assess any unsolicited bid that may be made for the Corporation in the future and to explore and develop alternatives for maximizing shareholder value. A copy of the A&R Rights Plan is available electronically under the profile of the Corporation at www.sedar.com.

As of the date of this Prospectus Supplement, the Corporation has not declared dividends and has no current intention to declare dividends on its Common Shares in the foreseeable future. Any decision to pay dividends on its Common Shares in the future will be at the discretion of the Corporation’s board of directors and will depend on, among other things, the Corporation’s results of operations, current and anticipated cash requirements and surplus, financial condition, any future contractual restrictions and financing agreement covenants, solvency tests imposed by corporate law and other factors that the board of directors may deem relevant.

PRIOR SALES

The following table summarizes the issuances by the Corporation of Common Shares, and securities convertible or exchangeable into Common Shares, for the 12 months prior to the date of this Prospectus Supplement.

Date	Type of Security Issued	Issuance / Exercise Price Per Security	Number of Securities Issued
August 29, 2019	Common Shares(1)	$0.17	65,222,300
August 29, 2019	Broker Warrants(1)(2)	$0.17	3,207,450
October 2, 2019	Stock Options(3)	$0.18	1,750,000
October 28, 2019	Stock Options(3)	$0.165	6,000,000
December 12, 2019	Stock Options(3)	$0.145	1,500,000
March 13, 2020	Stock Options(3)	$0.10	5,780,000
May 21, 2020	Common Shares(4)	$0.10	40,169,500
May 21, 2020	Broker Warrants(5)	$0.10	1,145,000
July 3, 2020	Stock Options(3)	$0.145	400,000
July 22, 2020	Stock Options(3)	$0.145	1,050,000
July 23, 2020	Stock Options(3)	$0.145	600,000

Notes:

(1) Issued in connection with a public offering of Common Shares under the August 2019 Prospectus.
(2) Each Broker Warrant is exercisable to acquire one Common Share until August 29, 2021. (3) Each option is exercisable to acquire one Common Share.
(4) Issued in connection with a private placement of Common Shares under the May 2020 Private Placement.
(5) Each Broker Warrant is exercisable to acquire one Common Share until May 21, 2022.

TRADING PRICE AND VOLUME

The outstanding Common Shares are traded on the TSX under the symbol “TLO”. The following table sets forth the reported intraday high and low prices and trading volumes of the Common Shares for the 12 month period prior to the date of this Prospectus Supplement (Source: TMX Datalinx).

Period	High Trading	Low Trading	Volume
	Price (C$)	Price (C$)
August 2019	0.220	0.175	1,646,998
September 2019	0.200	0.150	2,889,972

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Period	High Trading	Low Trading	Volume
	Price (C$)	Price (C$)
October 2019	0.190	0.150	1,205,462
November 2019	0.180	0.140	1,757,331
December 2019	0.155	0.140	1,617,187
January 2020	0.150	0.125	3,666,742
February 2020	0.145	0.095	2,290,195
March 2020	0.130	0.075	2,291,904
April 2020	0.115	0.080	1,650,010
May 2020	0.120	0.090	4,956,190
June 2020	0.155	0.105	2,963,795
July 2020	0.34	0.135	7,612,502
August 1 - 5, 2020	0.355	0.270	2,902,725

On August 5, 2020 the last trading day prior to the date of announcement of the Offering, the closing price of the Common Shares on the TSX was $0.31. On August 5, 2020, the last trading day prior to the date of this Prospectus Supplement, the closing price per Common Share on the TSX was $0.28.

RISK FACTORS

An investment in the Offered Shares being distributed under this Prospectus Supplement is speculative and involves a high degree of risk. Any prospective investor should carefully consider the risk factors set forth in the Base Shelf Prospectus, Interim MD&A, the AIF and the Annual MD&A, which are incorporated by reference in this Prospectus Supplement, and all of the other information contained in this Prospectus Supplement (including, without limitation, the documents incorporated by reference herein) before acquiring any of the securities distributed under this Prospectus Supplement. The risks described herein and therein are not the only risks facing the Corporation. Additional risks and uncertainties not currently known to the Corporation, or that the Corporation currently deems to be immaterial, may also materially and adversely affect its business.

In addition, the following risk factors should be carefully considered by investors:

Additional Financings

The continued development of the Corporation may require the Corporation to raise additional financing in the future through the issuance of additional equity securities or convertible debt securities. If the Corporation raises additional funding by issuing additional equity securities or convertible debt securities such financings may substantially dilute the interests of shareholders of the Corporation and reduce the value of their investment. Additional financings and share issuances may result in a substantial dilution to shareholders of the Corporation and decrease the value of the Corporation’s securities.

The failure to raise or procure such additional funds as required could result in the delay or indefinite postponement of business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on terms acceptable to the Corporation.

Discretion in the Use of Proceeds

Management will have broad discretion concerning the use of the net proceeds of the Offering, as well as the timing of their expenditures. Depending on fluctuations in nickel and copper prices and other factors, the intended use of proceeds may change. As a result, an investor will be relying on the judgment of management for the application of the net proceeds of the Offering. Management may use the net proceeds of the Offering in ways that an investor may not consider desirable if they believe it would be in the best interests of the Corporation to do so. The results and the effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, the Corporation’s results of operations may suffer.

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Negative Operating Cash Flow and Additional Funding

The Corporation has limited financial resources and has no source of operating cash flow. During the year ended December 31, 2019 and the three-month period ended March 31, 2020, the Corporation had negative cash flow from operating activities. The Corporation anticipates it will continue to have negative cash flow from operating activities in future periods until profitable commercial production is achieved at the Tamarack North Project. There is no assurance that additional funding will be available to the Corporation for the exploration and development of its projects. Furthermore, significant additional financing, whether through the issuance of additional securities and/or debt, will be required to continue the development of the Tamarack North Project and the Tamarack South Project. There can be no assurance that the Corporation will be able to obtain adequate additional financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further development of the Tamarack North Project and the Tamarack South Project.

COVID-19 Coronavirus Outbreak

The current global uncertainty with respect to the spread of the COVID-19 coronavirus (“ COVID-19 ”), the rapidly evolving nature of the pandemic and local and international developments related thereto and its effect on the broader global economy and capital markets may have a negative effect on the Corporation and the advancement of the Tamarack North Project. While the precise impact of the COVID-19 outbreak on the Corporation remains unknown, rapid spread of COVID-19 and declaration of the outbreak as a global pandemic has resulted in travel advisories and restrictions, certain restrictions on business operations, social distancing precautions and restrictions on group gatherings which are having direct impacts on businesses in Canada, the United States and around the world and could result in travel bans, closure of assay labs, work delays, difficulties for contractors and employees getting to site, and diversion of management attention all of which in turn could have a negative impact on development of the Tamarack Project and the Corporation generally. The spread of COVID-19 may also have a material adverse effect on global economic activity and could result in volatility and disruption to global supply chains and the financial and capital markets, which could affect the business, financial condition, results of operations and other factors relevant to the Corporation, including its ability to raise additional financing.

AUDITOR, TRANSFER AGENT AND REGISTRAR

MNP LLP is the independent auditor of the Corporation and is independent within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of Ontario.

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc., with its principal office in Toronto, Ontario.

INTEREST OF EXPERTS

The following are the names of each person or company who is named as having prepared or certified a report, valuation, statement or opinion described or included herein or in a document incorporated by reference, and whose profession or business gives authority to such report, valuation, statement or opinion:

MNP LLP provided an auditor’s report dated March 30, 2020 in respect of the Corporation’s consolidated financial statements as at and for the years ended December 31, 2019 and 2018. MNP LLP has advised that it is independent within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of Ontario.
Mr. Leslie Correia, Pr. Eng., Engineering Manager at Paterson & Cooke Canada Inc., is a qualified person who authored certain portions of the Updated PEA. To the knowledge of the Corporation, none of the author nor the firm he works with had an interest in any securities or other properties of the Corporation, its associates or affiliates as at the date of the Updated PEA or as at the date hereof.
Mr. Tim Fletcher, P. Eng., Project Manager at DRA Americas Inc., is a qualified person who authored certain portions of the Updated PEA. To the knowledge of the Corporation, none of the author nor the firm he works with had an interest in any securities or other properties of the Corporation, its associates or affiliates as at the date of the Updated PEA or as at the date hereof.
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Mr. Daniel Gagnon, P. Eng., Vice President Mining and Geology at DRA Americas Inc., is a qualified person who authored certain portions of the Updated PEA. To the knowledge of the Corporation, none of the author nor the firm he works with had an interest in any securities or other properties of the Corporation, its associates or affiliates as at the date of the Updated PEA or as at the date hereof.
Mr. André-François Gravel, P. Eng., Senior Mining Engineer at DRA Americas Inc., is a qualified person who authored certain portions of the Updated PEA. To the knowledge of the Corporation, none of the author nor the firm he works with had an interest in any securities or other properties of the Corporation, its associates or affiliates as at the date of the Updated PEA or as at the date hereof.
Mr. Oliver Peters, P. Eng., Principal Metallurgist and President at Metpro Management Inc., is a qualified person who authored certain portions of the Updated PEA. To the knowledge of the Corporation, none of the author nor the firm he works with had a material interest in any securities or other properties of the Corporation, its associates or affiliates as at the date of the Updated PEA or as at the date hereof.
Ms. Tina Pint, PG, Senior Hydrogeologist and Vice President at Barr Engineering Company, is a qualified person who authored certain portions of the Updated PEA. To the knowledge of the Corporation, none of the author nor the firm she works with had an interest in any securities or other properties of the Corporation, its associates or affiliates as at the date of the Updated PEA or as at the date hereof.
Mr. David Ritchie, P. Eng., Mine Waste Engineering Manager at SLR Consulting (Canada) Ltd., is a qualified person who authored certain portions of the Updated PEA. To the knowledge of the Corporation, none of the author nor the firm he works with had an interest in any securities or other properties of the Corporation, its associates or affiliates as at the date of the Updated PEA or as at the date hereof.
Mr. Brian Thomas, P. Geo, Senior Resource Geologist at Golder Associates Ltd., is a qualified person who authored certain portions of the Updated PEA and who reviewed, approved and verified certain technical information disclosed in the Interim MD&A, the AIF and the Annual MD&A. To the knowledge of the Corporation, none of the author nor the firm he works with had an interest in any securities or other properties of the Corporation, its associates or affiliates as at the date of the Updated PEA or as at the date hereof.
Mr. Mike Shaw, Vice President, Exploration of the Corporation, is the qualified person who reviewed and approved certain technical information disclosed in the Interim MD&A, the AIF and the Annual MD&A. Mr. Shaw’s holdings of securities of the Corporation as of the date hereof do not exceed 1.0% of the issued and outstanding securities of the Corporation.
Dr. Etienne Dinel, Vice President, Geology of the Corporation, is the qualified person who reviewed and approved the technical information disclosed in this Prospectus Supplement and the Base Shelf Prospectus. Dr. Dinel’s holdings of securities of the Corporation as of the date hereof do not exceed 1.0% of the issued and outstanding securities of the Corporation.

Certain legal matters in connection with this Offering will be passed upon on behalf of the Corporation by Cassels Brock & Blackwell LLP, and on behalf of the Agent by Borden Ladner Gervais LLP. As at the date hereof, the partners and associates of Cassels Brock & Blackwell LLP and the partners and associates of Borden Ladner Gervais LLP, each as a group, beneficially own, directly and indirectly, in the aggregate, less than 1.0% of the outstanding Common Shares.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed

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by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

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CERTIFICATE OF THE CORPORATION

Dated: August 6, 2020

The short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of each of the provinces of Canada, except Québec.

“Henri van Rooyen” Henri van Rooyen Chief Executive Officer

“Vincent Conte” Vincent Conte Chief Financial Officer

On behalf of the Board of Directors:

“Warren Newfield” “Gregory Kinross” Warren Newfield Gregory Kinross Director Director

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CERTIFICATE OF THE AGENT

Dated: August 6, 2020

To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of each of the provinces of Canada, except Québec.

PARADIGM CAPITAL INC.

“John R. Booth”

By: John R. Booth Head of Investment Banking

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This short form base shelf prospectus has been filed under legislation in each of the provinces of Canada, except the province of Québec, that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States (as such term is defined in Regulation S under the 1933 Act), unless registered under the 1933 Act and applicable state securities laws or unless an exemption from such registration is available. See “Plan of Distribution”.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar regulatory authorities in Canada . Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Talon Metals Corp. at c/o Talon Metals Services Inc., 43-603 Clark Avenue West, Thornhill, Ontario, L4J 8R2, telephone (416) 361-9636, and are also available electronically at www.sedar.com.

SHORT FORM BASE SHELF PROSPECTUS

New Issue and/or Secondary Offering

March 26, 2020

==> picture [217 x 74] intentionally omitted <==

TALON METALS CORP.

$40,000,000 Common Shares Debt Securities Subscription Receipts Warrants Units

Talon Metals Corp. (“ Talon ” or the “ Corporation ”) may from time to time offer and issue the following securities: (i) common shares of the Corporation (“ Common Shares ”); (ii) debt securities of the Corporation (“ Debt Securities ”); (iii) subscription receipts (“ Subscription Receipts ”) exchangeable for Common Shares and/or other securities of the Corporation; (iv) warrants (“ Warrants ”) exercisable to acquire Common Shares and/or other securities of the Corporation; and (v) securities comprised of more than one of Common Shares, Debt Securities, Subscription Receipts and/or Warrants offered together as a unit (“ Units ”), or any combination thereof having an offer price of up to $40,000,000 in aggregate (or the equivalent thereof, at the date of issue, in any other currency or currencies, as the case may be) at any time during the 25-month period that this short form base shelf prospectus (including any amendments hereto, the “ Prospectus ”) remains valid. The Common Shares, Debt Securities, Subscription Receipts, Warrants and Units (collectively, the “ Securities ”) offered hereby may be offered separately or together, in separate series, in amounts, at prices and on terms to be set forth in one or more prospectus supplements (collectively or individually, as the case may be, “ Prospectus Supplements ”). This Prospectus qualifies the distribution of Securities by the Corporation and by selling securityholders, as described below. In addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Corporation or a subsidiary of the Corporation. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities. One or more selling securityholders may also offer and sell Securities under this Prospectus.

The specific terms of any offering of Securities will be set forth in the applicable Prospectus Supplement and may include, without limitation, where applicable: (i) in the case of Common Shares, the number of Common Shares being offered, the offering price, whether the Common Shares are being offered for cash, and any other terms specific to the Common Shares being offered; (ii) in the case of Debt Securities, the specific designation, aggregate

principal amount, the currency or the currency unit for which the Debt Securities may be purchased, maturity, interest provisions, authorized denominations, offering price, whether the Debt Securities are being offered for cash, the covenants, the events of default, any terms for redemption or retraction, any exchange or conversion rights attached to the Debt Securities, and any other terms specific to the Debt Securities being offered; (iii) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price, whether the Subscription Receipts are being offered for cash, the terms, conditions and procedures for the exchange of the Subscription Receipts into or for Common Shares and/or other securities of the Corporation, and any other terms specific to the Subscription Receipts being offered; (iv) in the case of Warrants, the number of Warrants being offered, the offering price, whether the Warrants are being offered for cash, the terms, conditions and procedures for the exercise of such Warrants into or for Common Shares and/or other securities of the Corporation, and any other terms specific to the Warrants; and (v) in the case of Units, the number of Units being offered, the offering price, the terms of the Common Shares, Debt Securities, Subscription Receipts and/or Warrants underlying the Units, and any other terms specific to the Units.

All shelf information permitted under applicable securities legislation to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, unless an exemption from the prospectus delivery requirements has been granted. Each Prospectus Supplement will be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement and only for the purposes of the distribution of the Securities covered by that Prospectus Supplement.

This Prospectus does not qualify for issuance Debt Securities, or Securities convertible into or exchangeable for Debt Securities, in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance including, without limitation, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. This Prospectus may qualify for issuance Debt Securities, or Securities convertible into or exchangeable for Debt Securities, in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers’ acceptance rate, or to recognized market benchmark interest rates such as CDOR (the Canadian Dollar Offered Rate) or LIBOR (the London Interbank Offered Rate), and/or that are convertible into or exchangeable for Common Shares.

The Corporation and any selling securityholder may sell the Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly, through applicable statutory exemptions, or through agents designated by the Corporation and/or the selling securityholders from time to time. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent engaged in connection with the offering and sale of the Securities, as well as the method of distribution and the terms of the offering of such Securities, including the net proceeds to the Corporation and/or the selling securityholders and, to the extent applicable, any fees, discounts, concessions or any other compensation payable to underwriters, dealers or agents and any other material terms. See “ Plan of Distribution ”.

In connection with any offering of the Securities, other than an “at-the-market distribution” (unless otherwise specified in the relevant Prospectus Supplement), the underwriters or agents may over-allot or effect transactions that stabilize or maintain the market price of the offered Securities at a level above that which might otherwise prevail on the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. See “ Plan of Distribution ”.

No underwriter, dealer or agent involved in an “at-the-market distribution”, no affiliate of such an underwriter, dealer or agent and no person or company acting jointly or in concert with such an underwriter, dealer or agent will over-allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities. See “ Plan of Distribution ”.

The outstanding Common Shares are listed and posted for trading on the Toronto Stock Exchange (“ TSX ”) under the symbol “TLO”. On March 25, 2020, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSX was $0.08. Unless otherwise specified in the applicable Prospectus Supplement, the Debt Securities, Subscription Receipts, Warrants and Units will not be listed on any securities exchange. There is no market through which such Securities may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus. This may affect the pricing of such Securities in the secondary

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market, the transparency and availability of trading prices, the liquidity of such Securities, and the extent of issuer regulation. See “ Risk Factors ”.

Prospective investors should rely only on the information contained or incorporated by reference in this Prospectus. The Corporation has not authorized anyone to provide investors with additional or different information. An investment in the Securities is highly speculative and involves significant risks that should be carefully considered by prospective investors before purchasing such Securities. Such investment should only be made by those persons who can afford the risk of loss of their entire investment. The risks outlined in this Prospectus and in the documents incorporated by reference herein should be carefully reviewed and considered by prospective investors in connection with an investment in such Securities. See “Cautionary Note Regarding Forward-Looking Information” and “Risk Factors” in this Prospectus and “ForwardLooking Information” and “Risk Factors” in the Corporation’s then-current annual information form, as well as the risk factors described in the Corporation’s then-current annual management’s discussion and analysis and then-current interim management’s discussion and analysis, if applicable, prior to investing in such Securities.

No underwriter, agent, or dealer has been involved in the preparation of this Prospectus or performed any review of the contents of this Prospectus.

The Corporation is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction, and each of Warren E. Newfield (Executive Chairman and Director), Gregory S. Kinross (Director), Luis Mauricio F. de Azevedo (Director), David E. Singer (Director), Anthony J. Naldrett (Director) and David L. Deisley (Director) reside outside of Canada. The Corporation and each of the individuals named above have appointed Cassels Brock & Blackwell LLP, 2100 Scotia Plaza, 40 King Street West, Toronto, Ontario, M5H 3C2, as their agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

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ABOUT THIS SHORT FORM BASE SHELF PROSPECTUS ...................................................................................1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION....................................................1 CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION ..........................................................2 DIFFERENCES IN REPORTING OF MINERAL RESOURCE ESTIMATES...........................................................2 DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................3 THE CORPORATION..................................................................................................................................................5 THE BUSINESS ...........................................................................................................................................................6 CONSOLIDATED CAPITALIZATION ....................................................................................................................20 USE OF PROCEEDS ..................................................................................................................................................20 PLAN OF DISTRIBUTION........................................................................................................................................25 EARNINGS COVERAGE RATIO .............................................................................................................................26 DESCRIPTION OF COMMON SHARES..................................................................................................................26 DESCRIPTION OF DEBT SECURITIES ..................................................................................................................27 DESCRIPTION OF SUBSCRIPTION RECEIPTS.....................................................................................................28 DESCRIPTION OF WARRANTS..............................................................................................................................29 DESCRIPTION OF UNITS ........................................................................................................................................30 SELLING SECURITYHOLDERS..............................................................................................................................30 PRIOR SALES ............................................................................................................................................................31 TRADING PRICE AND VOLUME ...........................................................................................................................31 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS..............................................................31 RISK FACTORS.........................................................................................................................................................31 LEGAL MATTERS ....................................................................................................................................................33 AUDITORS, TRANSFER AGENT AND REGISTRAR............................................................................................33 INTEREST OF EXPERTS..........................................................................................................................................33 STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWL AND RESCISSION.....................................35 CERTIFICATE OF THE CORPORATION..............................................................................................................C-1

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ABOUT THIS SHORT FORM BASE SHELF PROSPECTUS

An investor should rely only on the information contained in this Prospectus (including the documents incorporated by reference herein) and is not entitled to rely on certain parts of the information contained in this Prospectus (including the documents incorporated by reference herein) to the exclusion of the remainder. The Corporation has not authorized anyone to provide investors with additional or different information. The Corporation (or any selling securityholder) is not offering to sell the Securities in any jurisdictions where the offer or sale of the Securities is not permitted. The information contained in this Prospectus (including the documents incorporated by reference herein) is accurate only as of the date of this Prospectus (or the date of the document incorporated by reference herein, as applicable), regardless of the time of delivery of this Prospectus or any sale of the Common Shares, Debt Securities, Subscription Receipts, Warrants and/or Units. The Corporation’s business, financial condition, results of operations and prospects may have changed since the date of this Prospectus.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Prospectus and documents incorporated by reference herein contain “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of applicable United States securities laws. All information, other than information concerning historical fact, that addresses activities, events or developments that the Corporation believes, expects or anticipates will or may occur in the future including, without limitation, statements with respect to payments to Kennecott Exploration Company (“ Kennecott ”) pursuant to the exploration and option agreement dated November 7, 2018, as amended January 31, 2019 and February 28, 2019, entered into between Talon Nickel (USA) LLC and Kennecott (the “ 2018 Option Agreement ”), capital and operating costs, the economic analysis from the Updated PEA (as defined below), the Updated PEA conclusions, estimates in respect of mineral resource quantities, mineral resource qualities, information regarding the potential for increased mineral resources and increased classification through additional exploration, potential mineralization, metallurgical testing and results, drilling and exploration plans, the Corporation’s business plans and priorities, market trends with respect to demand for and the price of nickel and the likelihood of loss for legal proceedings, are forward-looking information.

Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Mineral resource estimates and certain other technical and scientific information are based on the assumptions and parameters set out herein, in the Updated PEA and on the opinion of “qualified persons” (as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“ NI 43-101 ”)). Forward-looking information reflects the current expectations or beliefs of the Corporation based on information available to the Corporation as of the date such statements are made. Forward-looking information is subject to significant risks and uncertainties and other factors that could cause the actual results to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to or effects on the Corporation. Factors that could cause actual results or events to differ materially from current expectations include, but are not limited to: failure to establish estimated mineral resources and any mineral reserves; the grade, quality and recovery of mineral resources varying from estimates; risks related to the exploration stage of the Corporation’s properties, including the Tamarack North Project and the Tamarack South Project; the possibility that future exploration results and metallurgical testing will not be consistent with the Corporation’s expectations (including identifying additional and/or more extensive mineralization and/or recovery); changes in nickel and/or copper prices; delays in obtaining or failures to obtain necessary regulatory permits and approvals from government authorities; uncertainties involved in interpreting drilling results, and the beneficiation process and other geological and product related data; changes in the anticipated demand for nickel, copper and/or cobalt; changes in equity and debt markets; inflation; changes in exchange rates; declines in United States, Canadian and/or global economies; exploration costs varying significantly from estimates; delays in the exploration, mineral processing and development of, and/or commercial production from the properties Talon has an interest in; equipment failure; unexpected geological or hydrological conditions; political risks; imprecision in preliminary resource estimates; success of future exploration and development initiatives; the existence of undetected or unregistered interests or claims, whether in contract or in tort, over the properties of Talon (including, the Tamarack North Project and the Tamarack South Project); changes in government regulations and policies; risks relating to labour; other exploration, development and operating risks; liability and other claims asserted against Talon; volatility in prices of publicly traded securities; and other risks

involved in the mineral exploration and development industry and risks specific to the Corporation, including the risk factors identified elsewhere in this Prospectus, in the Corporation’s then-current annual information form under “ Risk Factors ”, in the Updated PEA and in other disclosure documents of the Corporation filed at www.sedar.com.

Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking information contained in this Prospectus and documents incorporated by reference herein are expressly qualified by this cautionary statement. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information contained in this Prospectus and documents incorporated by reference herein is presented for the purposes of assisting investors in understanding the Corporation’s expected financial and operating performance and the Corporation’s plans and objectives and may not be appropriate for other purposes. The Corporation does not undertake to update any forward-looking information, except as required by applicable securities laws.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

References to “$” or “C$” in this Prospectus are to Canadian dollars, unless otherwise indicated. References to “US$” in this Prospectus are to United States dollars. As of March 25, 2020, the Bank of Canada daily average rate of exchange for Canadian dollars and United States dollars was $1.00 = US$0.6992 or US$1.00 = $1.4302.

DIFFERENCES IN REPORTING OF MINERAL RESOURCE ESTIMATES

This Prospectus and documents incorporated by reference herein have been prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States securities laws. Canadian reporting requirements for disclosure of mineral properties are governed by NI 43-101. Subject to the SEC Modernization Rules described below, the United States reporting requirements are currently governed by the United States Securities and Exchange Commission (“ SEC ”) Industry Guide 7 (“ SEC Industry Guide 7 ”) under the 1933 Act. The definitions used in NI 43-101 are incorporated by reference from the Canadian Institute of Mining, Metallurgy and Petroleum (“ CIM ”) – Definition Standards adopted by CIM Council on May 10, 2014 (the “ CIM Definition Standards ”). For example, the terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in NI 43-101, and these definitions differ from the definitions in SEC Industry Guide 7. Furthermore, while the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in NI 43-101, these terms are not defined terms under SEC Industry Guide 7. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. Further, under SEC Industry Guide 7, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Any reserves reported by the Corporation in the future and in compliance with NI 43-101 may not qualify as “reserves” under SEC Industry Guide 7. Further, until recently, the SEC has not recognized the reporting of mineral deposits which do not meet the SEC Industry Guide 7 definition of “reserve”.

The SEC adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the Securities Exchange Act of 1934, as amended. These amendments became effective February 25, 2019 (the “ SEC Modernization Rules ”) with compliance required for the first fiscal year beginning on or after January 1, 2021. The SEC Modernization Rules replace the historical disclosure requirements for mining registrants that were included in SEC Industry Guide 7, which will be rescinded from and after the required compliance date of the SEC Modernization Rules. As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”. In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding CIM Definition Standards, incorporated by reference in NI 43-101.

Investors are cautioned that while the above terms are “substantially similar” to the corresponding CIM Definition Standards, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition

Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Corporation may report as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Corporation prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.

Investors are also cautioned that while the SEC will now recognize “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”, investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” that the Corporation reports are or will be economically or legally mineable. Further, “inferred mineral resources” have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, investors are also cautioned not to assume that all or any part of the “inferred mineral resources” exist. In accordance with Canadian securities laws, estimates of “inferred mineral resources” cannot form the basis of feasibility or other economic studies, except in limited circumstances where permitted under NI 43-101.

For the above reasons, information contained in this Prospectus and documents incorporated by reference herein containing descriptions of the Corporation’s mineral deposits may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with the securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated by reference herein may be obtained on request without charge from the Corporate Secretary of the Corporation at c/o Talon Metals Services Inc., 43-603 Clark Avenue West, Thornhill, Ontario, L4J 8R2, telephone (416) 361-9636, and are also available electronically under the profile of the Corporation at www.sedar.com.

As of the date hereof, the following documents filed by the Corporation with the securities commissions or similar regulatory authorities in Canada are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a) the annual information form of the Corporation dated March 28, 2019 for the year ended December 31, 2018 (the “ AIF ”), except as otherwise updated in respect of the Tamarack North Project as indicated in the section entitled “ The Business ” below;
(b) the audited consolidated financial statements of the Corporation for the years ended December 31, 2018 and 2017, together with the notes thereto and the auditor’s report thereon;
(c) the management’s discussion and analysis of financial condition and results of operations of the Corporation for the year ended December 31, 2018 (the “ Annual MD&A ”);
(d) the condensed consolidated interim financial statements of the Corporation for the three and nine months ended September 30, 2019 and 2018, together with the notes thereto (the “ Interim Financial Statements ”) (except for the notice of no auditor review, as the Corporation’s auditor has performed a review of the Interim Financial Statements in connection with the Prospectus);
(e) the management’s discussion and analysis of financial condition and results of operations of the Corporation for the three and nine months ended September 30, 2019 (the “ Interim MD&A ”);
(f) the material change report of the Corporation dated March 15, 2019 in respect of the announcement that the Corporation (i) completed a non-brokered private placement of 39,375,000 Common Shares at a price of $0.08 per Common Share for aggregate gross proceeds of $3.15 million, (ii) granted a net smelter return royalty to a subsidiary of Triple Flag Mining Finance Bermuda Ltd. in consideration of the payment of US$5 million and issued 5,000,000 Common Share purchase warrants, (iii) issued 25,031,250 Common Shares at a price of $0.08 per Common Share under the terms of an existing joint venture agreement in
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respect of the Tamarack North Project and the Tamarack South Project, and (iv) entered into two conversion transactions with Resource Capital Fund VI L.P. (“ RCF ”) in which 196,776,515 Common Shares were issued to RCF in connection with the conversion of all outstanding principal and interest under the Corporation’s US$16 million convertible loan facility at a price of $0.156 per Common Share and 18,043,542 Common Shares were issued to RCF on conversion of all outstanding principal and interest under the outstanding US$1 million promissory note at a price of $0.0826 per Common Share;

(g) the material change report of the Corporation dated May 23, 2019 in respect of the announcement that the Corporation completed a non-brokered private placement of 20,235,000 Common Shares at a price of $0.0868 per Common Share for aggregate gross proceeds of $1,756,398;
(h) the material change report of the Corporation dated August 16, 2019 in respect of the announcement of an overnight marketed public offering of 58,823,530 Common Shares at a price of $0.17 per Common Share for aggregate gross proceeds of approximately $10 million;
(i) the management information circular of the Corporation dated June 25, 2018, regarding the annual and special meeting of shareholders of the Corporation held on July 26, 2018;
(j) the management information circular of the Corporation dated May 28, 2019, regarding the annual and special meeting of shareholders of the Corporation held on June 26, 2019; and
(k) the technical report entitled “NI 43-101 Technical Report, Updated Preliminary Economic Assessment (PEA) of the Tamarack North Project – Tamarack, Minnesota” with an effective date of March 12, 2020.

Any documents of the foregoing type, and all other documents of the type required by National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus including, without limitation, any material change reports (excluding material change reports filed on a confidential basis), comparative interim financial statements, comparative annual financial statements and the auditor’s report thereon, management’s discussion and analysis (“MD&A”), information circulars, annual information forms, marketing materials and business acquisition reports filed by the Corporation with the securities commissions or similar authorities in any of the provinces of Canada, subsequent to the date of this Prospectus and during the 25-month period this Prospectus remains valid, shall be deemed to be incorporated by reference in this Prospectus.

Upon new annual financial statements and related MD&A of the Corporation being filed with the applicable securities commissions or similar regulatory authorities in Canada during the period that this Prospectus is effective, the previous annual financial statements and related MD&A and the previous interim financial statements and related MD&A of the Corporation most recently filed shall be deemed to no longer be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder. Upon new interim financial statements and related MD&A of the Corporation being filed with the applicable securities commissions or similar regulatory authorities in Canada during the period that this Prospectus is effective, the previous interim financial statements and related MD&A of the Corporation most recently filed shall be deemed to no longer be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder. Upon a new annual information form of the Corporation being filed with the applicable securities commissions or similar regulatory authorities in Canada during the period that this Prospectus is effective, notwithstanding anything herein to the contrary, the following documents shall be deemed to no longer be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder: (i) the previous annual information form; (ii) any material change reports filed by the Corporation prior to the end of the financial year in respect of which the new annual information form is filed; (iii) any business acquisition reports filed by the Corporation for acquisitions completed prior to the beginning of the financial year in respect of which the new annual information form is filed; and (iv) any information circulars filed by the Corporation prior to the beginning of the financial year in respect of which the new annual information form is filed. Upon a new management information circular prepared in connection with an annual general meeting of the Corporation being filed with the applicable securities commissions or similar regulatory authorities in Canada during the period that this Prospectus is effective, the previous management information circular prepared in connection with an annual general meeting of the Corporation shall be deemed to no longer be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder.

A Prospectus Supplement containing the specific terms of an offering of the Securities will be delivered to purchasers of such Securities together with this Prospectus, unless an exemption from the prospectus delivery requirements has been granted or is otherwise available, and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement only for the purposes of the offering of the Securities covered by such Prospectus Supplement.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies, replaces or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes.

THE CORPORATION

The Corporation was formed on April 5, 2005 as a result of a consolidation between Ventures Resources Corporation and Resource Holdings & Investments Inc. (“ RHI ”) pursuant to a plan of consolidation under the laws of the British Virgin Islands (the “ RHI Consolidation ”). The RHI Consolidation was a reverse takeover under the policies of the TSX Venture Exchange.

RHI was incorporated by memorandum and articles of association filed under the BVI Business Companies Act, 2004 (British Virgin Islands) (the “ BVI Act ”) on July 8, 2004 for the purpose of engaging in the acquisition, exploration and development of mineral properties in Brazil. Following the RHI Consolidation, the properties and assets of RHI became the properties and assets of the Corporation and the name of the Corporation was changed to “Brazmin Corp.”.

Effective June 26, 2007, the Corporation changed its name from “Brazmin Corp.” to “Talon Metals Corp.” (the “ Name Change ”). No change to the Corporation’s capital structure resulted from the Name Change.

On March 24, 2010, the Corporation and Saber Energy Corp. (“ Saber ”) merged pursuant to a merger effected under the BVI Act (the “ Saber Merger ”). On closing of the Saber Merger, the properties and assets of Saber became the properties and assets of the Corporation. Talon survived the Saber Merger, retained its corporate name, “Talon Metals Corp.”, and continues to be governed by the provisions of the BVI Act.

The Common Shares are currently listed and posted for trading on the TSX under the symbol “TLO”.

Intercorporate Relationships

The following chart sets out all of the Corporation’s material subsidiaries as at the date hereof, their jurisdictions of incorporation and the Corporation’s direct and indirect voting interest in each of these subsidiaries:

==> picture [356 x 291] intentionally omitted <==

THE BUSINESS

The Updated PEA was filed by the Corporation on March 16, 2020 and was originally anticipated to include the results of the test work necessary to develop a flow sheet for the production of nickel sulphates at the Tamarack North Project. In light of anticipated timing with respect to completion of such work and the receipt of results and other considerations, the Corporation determined to move forward with the Updated PEA with an adjusted scope (the “ Adjusted Scope ”). The Corporation intends to complete the test work necessary to develop a flow sheet for the production of nickel sulphates at the Tamarack North Project with a view to determining whether nickel sulphates or nickel concentrates will be produced, all as more particularly set forth in the Updated PEA (“ Phase 1 ”). Once this determination has been made, the Corporation intends to undertake a prefeasibility study in connection with the advancement of the Tamarack North Project.

The following is the executive summary extracted from the technical report entitled “NI 43-101 Technical Report, Updated Preliminary Economic Assessment (PEA) of the Tamarack North Project – Tamarack, Minnesota” with an effective date of March 12, 2020 (the “ Updated PEA ”) prepared by Leslie Correia, Pr. Eng., Tim Fletcher, P. Eng., Daniel Gagnon, P. Eng., André-François Gravel, P. Eng., Oliver Peters, P. Eng., Tina Pint, PG, David Ritchie, P. Eng. and Brian Thomas, P. Geo., each of whom is a qualified person (see “ Interest of Experts ”), filed in connection with the Tamarack North Project. The following summary includes certain table and section references to the Updated PEA as well as certain defined terms that are defined in the Updated PEA. The following summary does not purport to be a complete summary of the Tamarack North Project and is subject to all of the assumptions, qualifications and procedures set out in the Updated PEA and is qualified in its entirety with reference to the full text of the Updated PEA. Readers should read this summary in conjunction with the Updated PEA which is available electronically under the profile of the Corporation at www.sedar.com. The following summary supersedes the section of the AIF entitled “ Description of the Business – Tamarack North Project ” and the executive summary section of the technical report entitled “NI 43-101 Technical Report, Preliminary Economic Assessment (PEA) of the Tamarack North Project – Tamarack, Minnesota” with an effective date of December 14, 2018 (the “ Prior

PEA ”) included as Exhibit I to the AIF, and the Updated PEA supersedes the Prior PEA which was incorporated by reference into the AIF.

Executive Summary

Introduction

The Tamarack Project, located in Minnesota, USA, comprises the Tamarack North Project and the Tamarack South Project (refer Figure 7-5).

The Tamarack Project is currently 17.56% owned by Talon Metals Corp. (Talon), and 82.44% owned by Kennecott Exploration Company (Kennecott) and is operated by Talon.

On November 7, 2018, Talon and Kennecott entered into an agreement (the 2018 Tamarack Earn-in Agreement) pursuant to which Talon has the right, subject to certain funding and reporting obligations, to increase its interest in the Tamarack Project to a maximum 60% interest. The 2018 Tamarack Earn-in Agreement came into effect on March 31, 2019 (the Kennecott Agreement Effective Date) and Talon is now the operator of the Tamarack Project.

Talon has commissioned a team of consultants to complete a Preliminary Economic Assessment (PEA) in accordance with National Instrument 43-101 (NI 43-101) guidelines for the Tamarack North Project.

The following consultants contributed to completing the component PEA sections:

Barr Engineering (Barr): Environmental studies, permitting, and social or community impacts;
DRA Americas Inc. (DRA): Overall study management, mining methods, project infrastructure, market studies and contracts, capital and operating costs, and economic analysis;
Golder Associates Ltd. (Golder): Property description and location, accessibility, climate and physiography, history, geological setting and mineralization, deposit types, exploration, drilling, sample preparation, data verification, adjacent properties, and mineral resource estimate;
Metpro Management Inc. (Metpro): Mineral processing, metallurgical testing, and recovery methods;
Paterson & Cooke Canada Inc. (Paterson & Cooke): Paste backfill methods;
SLR Consulting (Canada) Ltd. (SLR): Tailings/waste rock co-disposal methods.

Location and Ownership

The Tamarack Project is located in north-central Minnesota, approximately 89 kilometres (km) (55 miles) west (W) of Duluth and 210 km (130 miles) north (N) of Minneapolis, in Aitkin County. The Tamarack North Project which this report represents, covers approximately 20,348 acres. The town of Tamarack (population 88, 2016 US Census Bureau) lies within the boundaries of the Tamarack Project (though away from the known mineralization) at an elevation of 386 metres (m) (1,266 feet (ft)) above sea level. The project area is characterized by farms, plantations, wetlands, and forested areas.

On June 25, 2014, Talon’s wholly-owned, indirect subsidiary, Talon Nickel (USA) LLC (collectively, Talon), entered into an exploration and option agreement (the 2014 Tamarack Earn-in Agreement) with Kennecott (part of the Rio Tinto Group), pursuant to which Talon, subject to certain funding conditions, received the right to acquire a 30% interest in the Tamarack Project.

On November 25, 2015, Kennecott and Talon amended the 2014 Tamarack Earn-in Agreement to provide that, subject to certain funding conditions, Talon would earn an 18.45% interest in the Tamarack Project.

On January 11, 2018, Talon and Kennecott entered into a mining venture agreement (the Original MVA). Pursuant to the Original MVA, Talon elected not to financially participate in the 2018 winter exploration program at the Tamarack Project. Consequently, Talon’s interest in the Tamarack Project was diluted below 18.45% to 17.56%.

On November 7, 2018, Talon and Kennecott entered into the 2018 Tamarack Earn-in Agreement pursuant to which Talon has the right to increase its interest in the Tamarack Project to a maximum 60% interest. The Tamarack Earnin Agreement came into effect on the Kennecott Agreement Effective Date.

Pursuant to the 2018 Tamarack Earn-in Agreement, Talon has taken over operatorship of the Tamarack Project and has the right to initially increase its interest in the Tamarack Project to 51% by:

The payment of US$6M in cash to Kennecott – this has been completed;
The issuance of US$1.5M worth of common shares in Talon to Kennecott – this has been completed;
Within three years of the Kennecott Agreement Effective Date, Talon either spending US$10M in exploration expenditures on the Tamarack Project, or delivering a Pre-Feasibility Study (PFS) in accordance with NI 43-101, whichever comes first; and
Also within three years of the Kennecott Agreement Effective Date, Talon paying Kennecott the additional sum in cash of US$5M.
Provided Talon earned a 51% interest in the Tamarack Project, Talon will then have the right to further increase its interest in the Tamarack Project to 60% by:
Completing a Feasibility Study on the Tamarack Project within seven years of the Kennecott Agreement Effective Date; and
Paying Kennecott the additional sum of US$10M in cash on or before the seventh anniversary date of the Kennecott Agreement Effective Date.

Upon Talon earning a 60% interest in the Tamarack Project, the parties have agreed to enter into a new mining venture agreement (the New MVA) under which Talon would assume the role of Manager of the Tamarack Project, and the parties would each be required to fund their pro rata share of expenditures in respect of the Tamarack Project or be diluted.

Section 4 of this PEA contains further details regarding Talon’s interest in the Tamarack Project.

Environmental Considerations and Permitting

The Tamarack North Project will be subject to state and federal environmental review and permitting processes, which are described in Sections 20.6 and 20.7. Throughout the processes, Talon is required to demonstrate that the Tamarack North Project can avoid or mitigate potential impacts to the environment in accordance with regulatory requirements. Additional data collection beyond the baseline studies completed to date will be completed to support these processes.

These demonstrations will be supported by baseline studies (which have been conducted since 2006) to characterize existing physical and biological conditions at the site layout area (Section 18.3). A description of baseline studies conducted to date is provided in Table 20-1. Additional studies will be required to support further project siting, design, and environmental review and permitting efforts.

Best Available Technologies (BATs) have been implemented in the handling of mine waste, most notably:

Development rock (from the shaft, levels, ramps, cross-cuts and drifts);
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Tailings that are produced because of producing the Ni and Cu concentrates.

The first priority was to determine if a High-Sulphide (HS) tailings stream could be produced. Metallurgical testing has proven that this is possible. Consequently, a Low-Sulphide (LS) tailings stream can be produced separately (Section 17.3.2).

A paste backfill study was commissioned to determine how much of the HS tailings and LS tailings can be mixed with cement and stored in mined out, underground voids. The results of this study showed that 100% of HS tailings and 45% of LS tailings can be blended with cement and cured underground (Section 16.2).

A number of studies were commissioned to investigate the use of BATs in regard to development rock and the remaining LS tailings (Section 18.6). These studies led to the development of an innovative Co-disposed development rock and Filtered Tailings Facility (CFTF) which offers significant environmental and operating advantages over separate tailings storage and development rock storage facilities, including:

Reduced risk of failure as the facility is not required to store water;
A major reduction in the waste facility footprint;
Improved tailings stability and reduced dusting compared to a standalone filtered tailings facility without co-disposal with development rock;
At closure, the CFTF will be covered with a composite closure cover system. This will limit the amount of infiltration into the CFTF post closure, potentially reducing long term water treatment and post-closure care liabilities;
A significant reduction in fresh water requirements. In fact, 87% of water required by the processing plant will be recycled water.

Section 18.6 contains a more detailed discussion of the application of the development rock, the fine grained orthocumulative olivine (FGO) and sedimentary (SED) from the shaft and levels as well as the remaining LS tailings.

In order to minimize the Tamarack North Project footprint three different mine access methods were considered (Section 16.8.1). As a result, mine access will be by a small diameter mine shaft, which reduces the surface expression of the excavation area by 99.9% compared to a box-cut and ramp access method. Consequently, the total surface area required for all facilities and the CFTF is limited to approximately 90 acres.

By implementing these BATs, Talon is addressing environmental sensitivities, such as:

Potential mitigation for lost habitat of state and federal protected species;
Potential wetland impacts and the need for wetland impact mitigation;
Potential generation of acid rock drainage (ARD) and metal leaching (ML);
Potential impacts to surface and ground water quality;
Potential drawdown of surface water levels and flows.

Wetland delineation and evaluation studies in accordance with federal and local guidelines and manuals occurred in 2008 and 2009, covering the site layout area (Section 18.3). A 120-acre study area was initially evaluated and then expanded to a 580 acre study area.

Based on the results from these studies, the conceptual site layout (Section 18.3) has been partially placed on upland (36 acres) to minimize the impact on wetlands (60 acres). Section 20.2 contains a breakdown by area and wetland type.

A survey of a 322-acre study area of vegetative communities occurred in 2008 encompassing much of the potential site layout area. Flora was inventoried onsite and vegetative communities and habitats were mapped by type within the study area. The area where the conceptual site layout is located (Section 18.3) was delineated as Fallow Farm Fields/Young Pine Plantation. Satellite imagery dated 1991 suggests that much of this vegetative community had previously been farmed for many years. The vegetative communities that occur in the study area are characteristic of much of northeastern Minnesota, including Aitkin County. No unusual or uncommon natural vegetative communities were identified within the study area. Two invasive plant species (reed canary grass and narrow-leaved cattail) were abundant within several of the habitat types.

A survey for Rare, Threatened and Endangered (RTE) species occurred in 2008. The survey study area covered much of the site layout area, except for a farm residence and adjacent buildings and some areas in the south and northwest. The Minnesota Department of Natural Resources (MNDNR) maintains a geographic database of documented occurrences of threatened, endangered, and special concern species in Minnesota. A database search for RTE species that have been known to occur within several miles of the study area was conducted. This information and Minnesota’s entire published list (MNDNR Division of Ecological Resources 2008) of RTE species were utilized while conducting the RTE field investigation within the study area in August 2008. The site was carefully surveyed using a series of thorough meander transects within all-natural vegetative communities and other habitat types.

No federally listed or state listed threatened, endangered, special concern plant species or other rare natural features were documented within the study area. It should be noted that the wetland, vegetative community and RTE surveys will need to be updated closer to the start of the formal environmental review process.

Because all habitat types documented within the study area are relatively common in Aitkin County and the associated ecoregion, the presence of RTE species would be unlikely.

The Tamarack North Project is expected to potentially have a negative water balance (net water demand) during the first three years of production, followed by potentially a positive water balance over the following five years of production (Section 18.7). Further geotechnical and hydrogeological work is needed to assess the impact of methods that may be implemented to restrict underground water infiltration into excavated voids.

Further work is also required to evaluate potential water sources. Trade-off studies of Water Treatment Plant options should be conducted during the PFS.

Geology and Mineralization

The Tamarack Intrusive Complex (TIC) is an ultramafic to mafic intrusive complex that hosts Ni-Cu-Co sulphide mineralization with associated platinum (Pt), palladium (Pd) (PGEs) and gold (Au). The TIC is a multi-magmatic phase intrusion that consists of a minimum of two pulses: The FGO and the coarse-grained ortho-cumulative (CGO) intrusion of the TIC (dated at 1105 Ma+/-1.2 Ma, Goldner 2011). The FGO and CGO intrusions are related to the early evolution of the approximately 1.1 Ga Midcontinent Rift (MCR) and have intruded into slates and greywackes of the Thomson Formation of the Animikie Group, which formed as a foreland basin during the Paleoproterozoic Penokean Orogen (approximately 1.85 Ga, Goldner 2011). The TIC is completely buried beneath approximately 35 m to 55 m of Quaternary age glacial and fluvial sediments. The TIC is consistent with other earlier intrusions associated with the MCR that are often characterized by more primitive melts.

The geometry of the TIC, as outlined by a well-defined aeromagnetic anomaly, consists of a curved, elongated intrusion striking north-south (NS) to southeast (SE) over 18 km. The configuration has been likened to a tadpole shape with its elongated, northern tail up to 1 km wide and large, 4 km wide, ovoid shaped body in the south (S) (Figure 7-5). The northern portion of the TIC (the Tamarack North Project), which hosts the currently defined mineral resource and identified exploration targets, is over 7 km long and is the focus of this PEA.

The Ni-Cu-Co sulphide mineralization with associated PGEs and Au form as the result of segregation and concentration of liquid sulphide from mafic or ultramafic magma and the partitioning of chalcophile elements into the sulphide from the silica melt (Naldrett, 1999). The various mineralized zones at the Tamarack North Project occur within different host lithologies, exhibit different types of mineralization styles, and display varying sulphide concentrations and tenors. These mineralized zones range from massive sulphides hosted by altered sediments in the massive sulphide unit (MSU), to net textured and disseminated sulphide mineralization hosted by the CGO in the

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semi-massive sulphide unit (SMSU), to a more predominantly disseminated sulphide mineralization as well as layers of net textured sulphide mineralization, in the 138 Zone (Table 1-1). Mineralization in the 138 Zone, where interlayered disseminated and net textured mineralization occurs is also referred to as mixed zone (MZ) mineralization. All these mineralization types are typical of many sulphide ore bodies around the world. The current known mineral zones of the Tamarack North Project (SMSU, MSU and 138 Zone) that are the basis of the mineral resource estimate in this PEA are referred to collectively as the “Tamarack Zone”. Also located within the Tamarack North Project are currently, four lesser-defined mineral zones, namely the 480 Zone, 221 Zone, 164 Zone and the CGO Bend Zone.

Table 1-1: Key Geological and Mineralization Relationships of the Tamarack North Project

Area	Mineral Zone	Host Lithology	Project Specific Lithology	Mineralization Type
Tamarack Zone	SMSU	Feldspathic Peridotite	CGO	Net textured and disseminated sulphides
	MSU	Meta-Sediments/ Peridotite (basal FGO mineralization)	Sediments	Massive sulphides
	138 Zone	Peridotite and Feldspathic Peridotite	MZ/FGO	Disseminated and net textured sulphides
	CGO Bend	Feldspathic Peridotite	CGO	Disseminated sulphides
		Peridotite footwall (basal FGO mineralization)	FGO	MMS and MSU
Other	221 Zone	Feldspathic Peridotite	CGO	Disseminated sulphides with ripped up clasts of massive sulphides
	480 Zone	Peridotite	FGO	Disseminated sulphides
	164 Zone	Peridotite	FGO	Blebby sulphides, sulphides veins

Exploration Programs

The TIC and associated mineralization were discovered as part of a regional program by Kennecott initiated in 1991. The focus on Ni and Cu sulphide mineralization was intensified in 1999 based on a model proposed by Dr. A. J. Naldrett of the potential for smaller feeder conduits associated with continental rift volcanism and mafic intrusions to host Ni sulphide deposits similar to Norilsk and Voisey’s Bay.

Disseminated mineralization was first intersected at the Tamarack Project in 2002, and the first significant mineralization of massive and net-textured sulphides was intersected in 2008 at the Tamarack North Project.

To date, exploration has included a wide range of geophysical surveys including:

Airborne magnetics and electromagnetics (fixed wing and helicopter based);
Ground magnetics;
Surface electromagnetics (EM);
Surface gravity;
Magnetotellurics (MT);
Induced polarization (IP);
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Seismic;
Mise-à-la-masse (MALM);
Magnetometric resistivity (MMR);
Downhole electromagnetics (DHEM).

Kennecott conducted extensive drilling at the Tamarack North Project since 2002. This drilling has comprised 246 diamond drill holes totalling 102,402.96 m with holes between 33.5 m and over 1,224 m depth for an average hole depth of 428 m.

Sample Preparation, Quality Assurance (QA) / Quality Control (QC) and Security

Golder reviewed Kennecott’s sampling and QA/QC protocols along with the chain of custody of samples. Kennecott samples core continuously through the mineralization, and their sampling and logging procedures are consistent with industry standards and the assay methods are appropriate for the base metal sulphide mineralization found at the Tamarack North Project.

Their QA/QC program is based on insertion of certified reference materials (CRM), including a variety of standards, blanks and duplicate samples, used to monitor the precision and accuracy of their primary assay lab, and to prevent inaccurate data from being accepted into their assay database. The Kennecott QA/QC protocol is consistent with industry best practises.

Kennecott uses a system of metal seals to secure pails used to ship samples from the core shack to the assay lab ensuring that they have not been tampered with. Samples are prepared and stored in a secure facility and are monitored each step of the way to the lab.

It is the QP’s opinion that the sampling process is representative of the mineralization at Tamarack North and that the sample preparation and QA/CQ procedures used, and the sample chain of custody were found to be consistent with CIM Mineral Exploration Best Practice Guidelines (November 2018).

Data Validation

Golder compared updated assay data (2017) from the Kennecott database to the original assay certificates from ALS Chemex for the entire sample population used for resource estimation. No errors were identified during this review.

During the qualified person (QP) site visit in 2014, Brian Thomas of Golder, surveyed four drill hole collars and then compared the coordinates to those provided by Kennecott. All collars were found to be consistent with the Kennecott collar coordinates, within the accuracy of the handheld global positioning system (GPS).

Golder, in 2014, conducted verification sampling of drill core from each of the three mineral domains. A total of nine samples were taken along with three additional CRM samples, including two standards and one blank. Assay values from the verification sample program were consistent with results obtained by Kennecott.

There have been no material changes to the drilling, logging, sampling, or chain of custody procedures since the 2014 site visit; therefore, it is the QP’s opinion that the Tamarack North Project drill hole database has been prepared in accordance to CIM Estimation of Mineral Resources and Mineral Reserves Best Practise Guidelines (November 2018) and is of suitable quality to support the mineral resource estimate in this PEA.

Mineral Processing and Metallurgical Testing

The primary focus of the 2016/2017 program was the development of a process that can produce saleable concentrates from Tamarack samples grading as low as 0.45% Ni and 0.31% Cu. However, the current mine plan has a life of mine (LOM) head grade of 2.10% Ni and 1.06% Cu and daily variations in the mill feed are expected to be maximum ±30-40% of this average value. The higher head grades facilitate a significant simplification of the process flowsheet to produce saleable Ni and Cu concentrates. The revised flowsheet that was developed for this PEA represents a more conventional Cu-Ni flowsheet similar to the Eagle Project in Michigan. The simplified flowsheet consists of a bulk rougher, followed by bulk cleaning of the bulk rougher concentrate and Cu/Ni

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separation. A desulphurization stage is treating the bulk rougher tailings to produce high-sulphur and low-sulphur tailings streams. The high-sulphur tailings will be placed underground in form of paste backfill. The validity of this simplified flowsheet is supported by the historical test data on 38 composites from the Tamarack mineralization.

The metallurgical projections of the previous PEA were based on the results of tests that were completed on four composites during a 2016/2017 metallurgical program. A limitation of this program was that a significant grade gap existed between the Main North composite grading 0.58% Ni and the next higher-grade SMSU composite with 3.11% Ni. The regression curves that were developed were deemed overly conservative. A comprehensive analysis of the conditions and results of over 210 flotation tests was carried out to develop a more realistic rougher flotation performance as a function of the Cu and Ni head grades, which culminated in revised Ni and Cu rougher recovery projections. The results of the locked cycle tests performed in 2016/2017 were then used to project closed circuit cleaner and Cu/Ni separation performance.

The simplified projected mass balance for the average LOM mill feed grade is presented in Table 1-2. The Ni concentrate contains 84.6% of the Ni value at a grade of 13.0% Ni. Further, 17.7% of the Cu units report to the Ni concentrate. The Cu concentrate contains 76.6% of the Cu units at a grade of 30.6% Cu. The simplified mass balance also presents the split of the tailings into high and low sulphur streams.

Table 1-2: Simplified Circuit Mass Balance

Stream	% Total	Assays (%)	Assays (%)	Assays (%)	Distribution(%)	Distribution(%)	Distribution(%)
	Solids	Cu	Ni	S	Cu	Ni	S
Bulk Rougher Feed	100.0	1.06	2.10	8.52	100.0	100.0	100.0
Ni Conc	13.6	1.38	13.0	27.7	17.7	84.6	44.3
Cu Reclnr Conc (Cu Conc)	2.66	30.6	0.97	31.9	76.6	1.23	9.96
Low S Thickener	62.9	0.052	0.20	0.71	3.08	6.13	5.21
High S Thickemer	20.8	0.13	0.81	16.6	2.58	8.05	40.5

Mineral Resource Estimate

Caution to readers: In this Section, all estimates and descriptions related to mineral resource estimates are forward-looking information. There are many material factors that could cause actual results to differ from the conclusions, forecasts or projections set out in this item. Some of the material factors include differences from the assumptions regarding the following: estimates of cut-off grade and geological continuity at the selected cut-off, metallurgical recovery, commodity prices or product value, mining and processing methods and general and administrative (G&A) costs. The material factors or assumptions that were applied in drawing the conclusions, forecasts and projections set forth in this Item are summarized in other Items of this report.

This resource estimate has been prepared by Mr. Brian Thomas (B.Sc, P.Geo), Senior Resource Geologist at Golder and is summarized in Table 1-3 below. The effective date of the resource estimate is February 15, 2018. Mr. Brian Thomas is an independent QP pursuant to NI 43-101.

Table 1-3: Tamarack North Project Mineral Resource Estimate (February 15, 2018)

Domain	Resource Classification	Tonnes (000)	Ni (%)	Cu (%)	Co (%)	Pt (g/t)	Pd (g/t)	Au (g/t)	*Calc NiEq (%)
SMSU	Indicated Resource	3,639	1.83	0.99	0.05	0.42	0.26	0.2	2.45
Total	Indicated Resource	3,639	1.83	0.99	0.05	0.42	0.26	0.2	2.45
SMSU	Inferred Resource	1,107	0.9	0.55	0.03	0.22	0.14	0.12	1.25
MSU	Inferred Resource	570	5.86	2.46	0.12	0.68	0.51	0.25	7.24

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138 Zone	Inferred Resource	2,705	0.95	0.74	0.03	0.23	0.13	0.16	1.38
Total	Inferred Resource	4,382	1.58	0.92	0.04	0.29	0.18	0.16	2.11

All resources reported at a 0.83% NiEq cut-off. No modifying factors have been applied to the estimates. Tonnage estimates are rounded to the nearest 1,000 tonnes. Metallurgical recovery factored in to the reporting cut-off.

*Where used in this Mineral Resource estimate, NiEq% = Ni%+ Cu% x $3.00/$8.00 + Co% x $12.00/$8.00 + Pt [g/t]/31.103 x $1,300/$8.00/22.04 + Pd [g/t]/31.103 x $700/$8.00/22.04 + Au [g/t]/31.103 x $1,200/$8.00/22.04

The mineral resources are derived from a Datamine-constructed block model (block sizes = 7.5 m by 7.5 m by 7.5 m for the SMSU and the 138 Zone; 3 m x 3 m x 1.5 m for the MSU) of three mineral domains and are reported above an equivalent nickel (NiEq) cut-off of 0.83%. All domains were “unfolded” and had top cuts applied to restrict outlier values (Pt, Pd and Au). The three domains (Figure 14-1) utilized either Ordinary Kriging (OK) or inverse distance cubed (ID[3] ) methodology to interpolate grades (Ni, Cu, Co, Pt, Pd and Au) from 1.5 m composited drill holes. Density values were based on specific gravity (SG) measurements taken from whole core and where absent, regression formulas. The resources reported are based on a “blocks above cut-off” basis and were then examined visually by Golder and found to have good continuity.

The QP is unaware of any known environmental, permitting, legal, title, taxation, socio-economic, marketing, political or any other potential factors that could materially impact the Tamarack North Project mineral resource estimate provided in this PEA.

Mining Methods

The Tamarack deposits will be mined using underground mining methods with access by a shaft. Mine development and operation costs assume contractor rates. Different underground mining methods will be utilized for the SMSU (consisting of an Upper and Lower SMSU) and the MSU.

The Upper and Lower SMSU will utilize transverse long hole open stoping with a delayed cemented paste backfill sequence.

The MSU will utilize overhand, transverse drift-and-fill with a delayed cemented paste backfill sequence.

Paste backfill will be used for the backfilling requirements of the Tamarack North Project for ground stability, increased ore recovery, and to minimize the amount of tailings stored on surface. The paste plant, which will be constructed on surface, will return 100% of the HS tailings back underground, as well as 45% of the LS tailings, which will eliminate the need to store these materials at the surface.

The planned production rate for the Tamarack North Project is 2,000 tonnes per day (tpd) of ore, which was shown to be sustainable for this type of deposit.

A mine maintenance and service area will be excavated at the first mine level for basic maintenance and service of underground equipment. Major components will be brought to surface for repair at contractor maintenance shops or sent to mine equipment supplier shops.

Based on a production rate of 2,000 tpd of ore approximately 235 people will be required for the underground operation.

Recovery Methods

The process plant design is based on an average daily mill feed rate of 2,000 tpd and an average LOM head grade of 2.10% Ni and 1.06% Cu. The plant feed characteristics and metallurgical performance is summarized in Table 1-4.

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Table 1-4: Plant Feed Characteristics and Metallurgical Performance

Criteria	Units	Value	Value	Source
		Expected/Avg.	Design
Solids Density	t/m3	2.90 – 3.75	3.14	D
Bulk Density	t/m3	1.60 – 2.00	1.80	B
LOM Mill Head Grade	% Ni	1.98 – 5.97	2.10	D
LOM Mill Head Grade	% Cu	1.03 - 2.55	1.06	D
Mill Treatment Capacity	ktpa		730.0	C/D
Ni Recovery to Ni Concentrate	% Ni		84.6	E/C
Ni Concentrate Grade	% Ni		13.0	E/C
Ni Concentrate Production	ktpa		99.4	E/C
Overall Cu Recovery	% Cu		94.3	E/C
Recovery to Cu Concentrate	% Cu		76.6	E/C
Cu Concentrate Grade	% Cu		30.6	E/C
Cu Concentrate Production	ktpa		19.4	E/C

The metallurgical process consists of bulk rougher followed by cleaning of the rougher concentrate. The upgraded rougher concentrate is subjected to Cu/Ni separation. The process generates separate Cu and Ni concentrates, which will be shipped to different smelters via rail in the form of wet filter cake.

The bulk rougher tailings are treated in a desulphurization stage to produce a low-mass HS stream and high-mass non-acid-generating (NAG) tailings. All the HS tailings will be placed underground in form of cemented paste backfill together with 45% of the LS tailings. The balance of the LS tailings will be placed in a CFTF.

The equipment that was selected for the processing plant represents well established technology, such as a jaw and cone crusher, ball mill, tank and trough flotation cells, and stirred media mills. Initial dewatering is performed in high-rate thickeners followed by filter presses for the two concentrates and a belt filter for the LS tailings stream.

The plant will employ a standard reagent suite consisting of sulphide collectors sodium isopropyl xanthate (SIPX) and potassium amyl xanthate (PAX), frother methyl isobutyl carbinol (MIBC), gangue depressant carboxy methyl cellulose (CMC), and pH modifier lime. Flocculants will be employed to assist in the dewatering of the concentrates and tailings streams.

The total connected power is 4.6 MW with 85% drawn. It is assumed at this time that electrical power will be supplied through the electrical grid.

Project Infrastructure

The existing local transportation infrastructure is excellent. The site is accessible via an existing road which connects to the Minnesota State highway network.

The active Burlington Northern Santa Fe (BNSF) Railway passes by the town of Tamarack approximately 2.5 km S of the site layout area and connects to an extensive network of rail lines throughout the United States (US) and Canada, including access to the Duluth port.

The city of Duluth lies on the westernmost point of Lake Superior, and provides worldwide shipping access via the Great Lakes, St. Lawrence Seaway, and Atlantic Ocean shipping routes. For the benefit of the Tamarack Project,

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Kennecott has secured surface rights adjacent to the BNSF railway line to allow for the construction of a railroad siding near the site layout area, should this be required.

The Great River Energy Transmission Line crosses through the Tamarack North Project. The line connects through substations close to the nearby towns of Wright and Cromwell.

A conceptual site layout is shown in Section 18.3, comprising approximately 90 acres.

The CFTF will require approximately 43 acres. The remainder of the site layout area comprises the hoist room, headframe, ore bins, conveyors, mineral processing facility and concentrates loadout as well as temporary development rock storage, water treatment facilities, workshops, vehicle washing bays, offices and parking areas.

Capital Costs

Capital costs for the Tamarack North Project were estimated by DRA for the mine, process and surface facilities, and by SLR for the CFTF.

All costs are estimated in first quarter 2020 United States (US) dollars, without provision for inflation or escalation.

The total estimated capital cost is US$258.73M and is summarized in Table 1-5, of which US$218.60M is the initial cost required during the first 2.5 years prior to the start of production. The amounts include indirect costs and contingency. Contingency varies by line item, averages 20% for the initial cost of the mine and 23.5% for the initial cost of the process and surface facilities, and totals US$37.08M.

Table 1-5: Tamarack North Project CAPEX Summary

Area	Initial Cost (US$)	Sustaining Cost (US$)	Total Cost (US$)
Mine	$83.33M	$49.28M	$132.61M
Process and Surface Facilities	$122.32M	$3.48M	$125.80M
Closure Costs	-	$10.32M	$10.32M
Salvage Value of Mill	-	($10.00M)	($10.00M)
Sub-Total	$205.65M	$53.08M	$258.73M
Working Capital	$12.95M	($12.95M)	-
Total CAPEX *	$218.60M	$40.13M	$258.73M

*May not total due to rounding

Operating Costs

The average operating costs per tonne of ore milled for the eight-year life of the Tamarack North Project at the processing plant design capacity of 2,000 tpd are summarized in Table 1-6 below.

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Table 1-6: Operating Costs in US$/t of Mill Feed

Ct Ct	Operating Cost
os aegory	(US$/t of ore milled)
Mining	$50.34
Processing	$14.69
Product Handling, Transportation, Losses, and Insurance	$13.52
CFTF	$1.67
General & Administrative	$7.50
Total OPEX	$87.73

Economic Analysis

DRA has prepared its assessment of the Tamarack North Project on the basis of a financial model, from which net present value (NPV), internal rate of return (IRR), payback and other measures can be determined. NPV and IRR can assist in the determination of the economic value and viability of a project.

Base case metal prices were based on analyst consensus long-term prices as well as current markets, forecasts and reports in the public domain. Alternate pricing scenarios were also considered.

Table 1-7: Base Case Metal Prices

	Unit	Base case
Ni	US$/lb	$8.00
Cu	US$/lb	$3.00
Co	US$/lb	$25.00
Pt	US$/oz	$1,000
Pd	US$/oz	$1,000
Au	US$/oz	$1,300

The PEA is preliminary in nature. It includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the results of the PEA will be realized.

The following table summarizes the base case LOM cash flow.

Table 1-8: Summary of Base Case Life of Mine Cash Flow

	LOM Total (US$)	US$/tonne Milled	US$/lb of Ni in Concentrate
Value of Nickel in Concentrate	1,518,382,875	309.33	8.00
Value of By-Products in Concentrate	520,200,188	105.98	2.74
Total Value in Concentrate	2,038,583,063	415.31	10.74

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	LOM Total (US$)	US$/tonne Milled	US$/lb of Ni in Concentrate
Value of Metal Claimed by Smelter (metal units, treatment/refining charges)	596,425,004	121.51	3.14
Insurance and Losses	2,307,453	0.47	0.01
Net Smelter Return Revenue	1,439,850,606	293.33	7.59
Government and Private Royalties	129,908,958	26.47	0.68
Product Handling and Transportation Costs	64,077,926	13.05	0.34
Net Smelter Return Revenue after Royalties and Transportation Costs	1,245,863,722	253.81	6.56
On-Site Costs
Mining Costs	247,119,722	50.34	1.30
Processing Costs	72,107,550	14.69	0.38
Co-Disposed Filtered Tailings Facility	8,197,387	1.67	0.04
General & Administrative Costs	36,814,610	7.50	0.19
Total On-Site Costs	364,239,268	74.20	1.92
Net Operating Margin	881,624,453	180	4.65
Capital Expenditures	258,729,410	52.71	1.36
Working Capital	-	-	-
Net Cash Flow (before tax)	622,895,043	126.90	3.28
Corporate Tax	108,861,716	22.18	0.57
Net Cash Flow (after tax)	514,033,327	104.72	2.71

The following table provides the calculation of “C1 cost” and “total cost”. C1 cost and total cost are not IFRS (International Financial Reporting Standards) measures and, although calculated according to accepted industry practice, they may not be directly comparable to calculations carried out by other companies.

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Table 1-9: C1 Cash Cost and Total Cost

	LOM Total (US$)	US$/tonne milled	US$/lb of Ni in Concentrate
On-Site Costs	364,239,268	74.20	1.92
Value of Metal Claimed by Smelter (metal units, treatment/refining charges)	596,425,004	121.51	3.14
Insurance and Losses	2,307,453	0.47	0.01
Product Handling and Transportation Costs	64,077,926	13.05	0.34
Less: Value of By-Products in Concentrate	520,200,188	105.98	2.74
C1 Cost per lb of Ni in Concentrate	506,849,464	103.26	2.67
Government and Private Royalties	129,908,958	26.47	0.68
C1 Cost Plus Royalties	636,758,422	129.72	3.35
Capital Expenditures	258,729,410	52.71	1.36
Total Cost (including CAPEX)	895,487,832	182.43	4.72

The base case cash flow, which is in real dollars, was evaluated by determining the after-tax NPV at a discount rate of 7.0% and the after-tax IRR as shown in Table 1-10. Results are also shown at comparative discount rates of 8% and 10% and on a pre-tax basis.

Table 1-10: Base Case NPV in Million US$ at Various Discount Rates and IRR

	Base Case NPV Discounted at	Base Case NPV Discounted at	Base Case NPV Discounted at
	7%	8%	10%	IRR
Pre-Tax	362	335	287	41.0%
After-Tax	291	268	227	36.0%

The undiscounted pre-tax payback period is 2.3 years from the production start date in the third quarter of year one which along with other payback measures is included in the table that follows.

Table 1-11: Payback Period in Years from Production Start Date

	Undiscounted	Discounted
Pre-Tax	2.3	2.5
After-Tax	2.5	2.8

Conclusions

The present mine plan includes only a portion of the upper SMSU, the lower SMSU and the MSU and excludes the 138 Zone.

The PEA is positive under a nickel (Ni) and copper (Cu) price scenario of $6.75/lb and $2.75/lb, respectively (27.3% after-tax IRR) with a base case IRR that ranks amongst the best globally (36% after-tax IRR).

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Recommendations

There are several opportunities to increase the Tamarack North Project NPV and therefore the following is recommended:

Increase the MSU mineral resource by exploring the open MSU extensions in the Tamarack Zone, the CGO Bend and potential MSU mineralization in the 164 Zone through geophysical and drilling methods;
Preconcentrate the MSU mineralization by separating it from the barren sediment and low-grade CGO mineralization;
Determine the optimal stope sizes in the SMSU;
Update the production schedule to maximize early cash flows while maintaining a consistent plant feed.

Further test work should be completed to develop a flowsheet for the production of nickel sulphates at Tamarack. Pending the results of these test programs, a subsequent PEA should be initiated as the immediate next step, to consider a hydrometallurgical facility for the Tamarack site.

Once it has been decided whether nickel concentrates or sulphates will be produced, a PFS should be completed.

Detailed study recommendations are noted in Section 26 of the Updated PEA.

If, after the date of this Prospectus, the Corporation is required by Section 4.2 of NI 43-101 to file a technical report to support scientific or technical information that relates to a mineral project on a property that is material to the Corporation, the Corporation will file such technical report in accordance with Section 4.2(5)(a)(i) of NI 43-101 as if the words “preliminary short form prospectus” refer to “shelf prospectus supplement”.

For additional information with respect to the Tamarack North Project and the Tamarack South Project and the business of the Corporation, readers are referred to the Corporation’s then-current annual information form, annual MD&A and interim MD&A, if applicable, all of which are incorporated by reference herein. See also “ Risk Factors ” in this Prospectus and the Corporation’s then-current annual information form.

CONSOLIDATED CAPITALIZATION

As at September 30, 2019, there were 494,328,808 Common Shares issued and outstanding, as well as 47,149,188 options (“ Options ”) and 32,047,485 Common Share purchase warrants (“ Warrants ”) of the Corporation outstanding which, if exercised, would result in the issuance of an additional 79,196,673 Common Shares. As at March 25, 2020, there were 494,328,808 Common Shares issued and outstanding, as well as 62,179,188 Options and 32,047,485 Warrants of the Corporation outstanding which, if exercised, would result in the issuance of an additional 94,226,673 Common Shares. Other than as noted above, there have not been any material changes in the share and loan capital structure of the Corporation since September 30, 2019.

USE OF PROCEEDS

August 2019 Prospectus Offering

The following table provides a detailed discussion of the Corporation’s expenditures and progress for each principal purpose outlined on page 10 of the (final) short form prospectus of the Corporation dated August 22, 2019 (the “ August Prospectus ”) and details relating to updates to the Corporation’s anticipated timing and remaining costs to complete the objectives.

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Purpose of Funds	Use of Proceeds	Approximate Anticipated Timing of Expenditures	Progress and Expenditures	Paid or Payable	Remaining	New Total	Variance
Exploration work, drilling programs and all associated costs	$3,000,000	August 2019 – February 2020	Please see note (1)	$2,660,000	$0	$2,660,000	-$340,000
Test programs and trade- off studies and related work	$1,100,000	August 2019 – February 2020	Please see note (2)	$195,551	$0	$195,551	-$904,449
Updated preliminary economic assessment	$800,000	August 2019 – February 2020	Please see note (3)	$270,820	$0	$270,820	-$529,180
Licenses and land costs	$2,100,000	August 2019 – July 2020	Please see note (4)	$1,830,618	$234,791	$2,065,409	-$34,591
Baseline monitoring, local costs and exploration staffing	$1,200,000	August 2019 – July 2020	Please see note (5)	$2,081,980	$268,881	$2,350,861	+$1,150,861
Deferred salaries and fees	$900,000	September 2019	Please see note (6)	$434,583	$0	$434,583	-$465,417
TOTAL	$9,100,000			$7,473,552	$503,672	$7,977,224	-$1,122,776

Notes:

(1) The majority of the Corporation’s planned exploration work and drilling programs and all associated costs are now expected to be completed and incurred by March 2020, with assay results anticipated to be released by June 2020. The new total amount assumes the completion of the Corporation’s current exploration program, which expenditure amount has decreased by $340,000 as compared to the anticipated expenditure amount included in the August Prospectus.

The Corporation budgeted 10 intercepts to convert the massive sulphide unit near the 138 Zone from inferred to indicated. Golder Associates Ltd., who is responsible for the Corporation’s resource geology has reviewed results to date and the Corporation expects to achieve its objective with 8 instead of 10 drill holes. Additionally, the Corporation scaled back its geophysical program, as a contractor could not make the required timeline for the winter program.

(2) In connection with the Adjusted Scope, test programs and trade-off studies and related work and costs have been significantly reduced for purposes of the Updated PEA, which expenditure amount has decreased by $904,449 as compared to the anticipated expenditure amount included in the August Prospectus. The Corporation’s progress with respect to test programs and trade-off studies and related work required in connection with the Adjusted Scope of the Updated PEA is materially consistent with its approximate anticipated timing included in the August Prospectus.
(3) The Corporation benefitted from certain cost savings associated with the completion of the Updated PEA, including those related to the Adjusted Scope, negotiating lower cost contracts related to the Updated PEA than were originally anticipated and completing a greater amount of related work in-house. As a result, the expenditure amount has decreased by $529,180 as compared to the anticipated expenditure amount included in the August Prospectus.
(4) The Corporation’s progress and expenditures with respect to licenses and land costs is materially consistent with its approximate anticipated timing and amount of expenditures included in the August Prospectus.
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(5) The Corporation achieved the milestone in the August Prospectus of completing the work associated with the Updated PEA and completing the Updated PEA and has allocated additional resources towards the project, including with respect to additional exploration salaries, allocation of head office time directly related to work on the project, including project management, financial modelling and working closely with the exploration team, as well as other costs associated with Phase 1. The remaining $268,881 of costs associated with baseline monitoring, local costs and exploration staffing are included in the appropriate line items in the table set out below in the “ Use of Proceeds – Use of Available Funds ” section.
(6) Board fees payable have been deferred until such time as the Corporation completes a significant financing.

Cash Balance and Working Capital

As at February 29, 2020, the Corporation had cash on hand of approximately $4.7 million and adjusted working capital (i.e. excluding lawsuit provisions and deferred board fees) of approximately $3.0 million. Based on current forecasts, the Corporation expects that its cash on hand will be sufficient to fund the Corporation’s operations, including meeting its next business objective and the completion of the next phase of the project, for a period of 12 months from the date of this Prospectus.

Use of Available Funds

The following table provides an overview of the Corporation’s anticipated cash requirements for the 12-month period ended February 28, 2021, which reflects the Corporation’s current exploration program and completion of Phase 1 and assumes that no additional financing(s) are completed by the Corporation.

Purpose of Funds	Anticipated Required Expenditure Amount	Approximate Anticipated Timing of Expenditures
Licenses and land costs	$1,134,358(1)	April 2020 – February 2021
Baseline monitoring	$81,250(2)	March 2020 – February 2021
Local costs	$224,406(3)	March 2020 – February 2021
Salaries, benefits, secondments and contractors – local team – during exploration program	$114,858(4)	March 2020
Salaries and benefits – local team – after exploration program	$73,333(5)	April 2020 – February 2021
Salaries and benefits – head office – during exploration program	$118,547(6)	March 2020
Salaries and benefits – head office – after exploration program	$214,167(7)	April 2020 – February 2021
Test program to produce an optimal feed blend for producing nickel sulphates at an integrated mine-concentrator-sulphate plant(8)	$201,000	March 2020 – May 2020
Comminution tests for crushing and grinding circuit design(8)	$6,700	March 2020 – April 2020
POX flowsheet development(8)	$147,400	April 2020 – June 2020
Miscellaneous costs(8)	$26,800	March 2020 – June 2020
Lab-scale pre-concentration investigation(8)	$134,000	March 2020 – June 2020

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Purpose of Funds	Anticipated Required Expenditure Amount	Approximate Anticipated Timing of Expenditures
Engineering fees(8)	$134,500(9)	April 2020 – August 2020
Public company costs and general and administrative costs	$323,110(10)	March 2020 – February 2021
Marketing and travel costs	$50,000(11)	March 2020 – February 2021
Deferred board fees	$0(12)
TOTAL	$2,984,429

Notes:

(1) Amount reflects the anticipated expenditure amount required for purposes of keeping the Corporation’s properties in good standing, and includes the remaining $234,791 of licenses and land costs set out in the table under the “ Use of Proceeds – August 2019 Prospectus Offering ” section.
(2) Amount reflects the anticipated expenditure amount required for purposes of maintaining the Corporation’s routine baseline monitoring work.
(3) Amount reflects the anticipated expenditure amount based on no reduction in costs during March 2020 and an estimated reduction by approximately 50% during the period following completion of the current exploration program (as compared to the anticipated expenditure amount when the Corporation has an active work program and fully-staffed team on site).
(4) Amount reflects the anticipated expenditure amount for March 2020 during the current exploration program.
(5) Amount reflects the anticipated expenditure amount based on the cost for one local contractor for April 2020 – February 2021.
(6) Amount reflects the anticipated expenditure amount for March 2020 during the current exploration program.
(7) Amount reflects a reduction in the anticipated required expenditure amount as a result of the deferral by the C-Suite officers of the Corporation of all salary over the period of April 2020 – February 2021 and the deferral by the Vice President, Geology of the Corporation of $70,000 of salary over the period of April 2020 – February 2021. Such deferred salaries will be deferred until such time as the Corporation completes a significant financing.
(8) The noted purpose of funds is a component of the work budget to complete the next major business objective and milestone of the Corporation, namely the completion of Phase 1. Further details relating to the recommendations of the qualified persons and the work budget to complete Phase 1 are set out in the Updated PEA which is incorporated by reference herein.
(9) Amount includes the costs of an update to the design basis and compiling a study to determine NPV and IRR of producing nickel sulphates and reflects a reduction in the anticipated required expenditure amount as a result of the deferral by DRA Americas Inc. of $100,000 of fees over the period of April 2020 – August 2020. Such deferred fees will be deferred until such time as the Corporation completes a significant financing.
(10) Amount includes the estimated ongoing costs to the Corporation of being a public company and head office general and administrative expenses and reflects a reduction in the anticipated required expenditure amount as a result of the deferral by external legal counsel of the Corporation of $60,000 of legal fees over the period of March 2020 – February 2021. Such deferred fees will be deferred until such time as the Corporation completes a significant financing.
(11) Amount reflects the estimated marketing and travel costs of the Corporation, such amounts being discretionary in nature and as such may be reduced by the Corporation.
(12) Amount reflects the deferral of board fees until such time as the Corporation completes a significant financing.

Use of Net Proceeds from any Offering of Securities

Business Objective

The Corporation focuses on the advancement of the Tamarack North Project with the goal of ultimately bringing the project into production. The Corporation’s main business objective, to be pursued with the net proceeds from any offering of Securities, is to continue project exploration work towards the goal of publishing a prefeasibility study for the Tamarack North Project. The next substantial milestone that the Corporation intends to achieve using the net proceeds from any offering of Securities is the completion of a prefeasibility study on the Tamarack North Project. There is no assurance the foregoing goal and objective will be achieved. The exploration, development and construction of mineral projects are subject to a number of risks and uncertainties. See “ Risk Factors ”.

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Use of Net Proceeds

Following completion of the recommended work program set out in the Updated PEA and completing Phase 1, the Corporation intends to undertake the work necessary as it moves towards completion of a prefeasibility study. Completion of the prefeasibility study will require additional drilling, environmental work, metallurgical testing and project design work, all as more particularly set out in the Updated PEA which is incorporated by reference herein. Subject to the availability of additional financing, the Corporation currently anticipates it would commence work towards the prefeasibility study with a view to completing the prefeasibility study prior to the end of 2021.

The following table provides an overview of the estimated budget for recommendations to complete a prefeasibility study for nickel sulphates, as more particularly set out in the Updated PEA. As set out in the Updated PEA, the estimated budget to complete a prefeasibility study for nickel concentrates would be approximately 10% less than the estimated budget set out below.

Purpose of Funds	Description	Anticipated Amount(1)
Geology and mineral resources	Infill and extension drilling, geophysics, exploration support costs, land and licenses, data management, staff allocation to exploration	$16,700,000
Metallurgical testwork, mineral processing and hydromet	Comminution, DMS, optimization, concentrate testing, paste- backfill, dewatering, tailings, further hydromet, staff allocated to processing	$1,482,000
Geotechnical surface site work	Pit excavation, core drilling, modelling	$166,000
Rock mechanics, hydrogeology and mining	Drilling, testing, modelling and consultant/staff allocation to mining	$2,936,000
Environmental	Baseline, mine waste characterization, wetland studies, threatened and endangered species studies, submissions, environmental review and staff allocation to environmental monitoring and studies	$2,795,000
Public company costs	General public company costs and staffing, and marketing and financing costs	$2,505,000
Contingency	Contingency funds	$2,658,000
TOTAL		$29,242,000

Notes:

(1) Amounts are approximate and presented in Canadian dollars based on an assumed exchange rate of US$1.00 = C$1.34.

The Corporation intends to use the net proceeds from any offering of Securities towards the costs associated with completing a prefeasibility study on the Tamarack North Project as set out above. Any net proceeds from any offering of Securities in addition to those funds utilized towards the costs associated with completing a prefeasibility study on the Tamarack North Project are currently anticipated to be used by the Corporation for general corporate and working capital purposes and potentially towards satisfaction of payments related to contractual arrangements.

Dr. Etienne Dinel, Vice President, Geology of the Corporation is the “qualified person” who supervised the preparation of the above use of available funds and the proposed use of net proceeds.

The net proceeds to the Corporation from any offering of Securities, the proposed use of those proceeds and the specific business objectives which the Corporation expects to accomplish with such proceeds will be set forth in further detail in the applicable Prospectus Supplement relating to that offering of Securities.

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There may be circumstances where, based on results obtained or for other sound business reasons, a reallocation of funds may be necessary or prudent. Accordingly, management of the Corporation will have broad discretion in the application of the proceeds of an offering of Securities. The actual amount that the Corporation spends in connection with each intended use of proceeds may vary significantly from the amounts specified in the applicable Prospectus Supplement and will depend on a number of factors, including those referred to under “ Risk Factors ” in this Prospectus and in the documents incorporated by reference herein and any other factors set forth in the applicable Prospectus Supplement. The Corporation may invest funds which it does not immediately use. Such investments may include short-term marketable investment grade securities. The Corporation may, from time to time, issue securities (including debt securities) other than pursuant to this Prospectus.

As at the date hereof, the Corporation has yet to generate any revenue from mining operations and is unlikely to do so in the immediate future. During the year ended December 31, 2018 and the three- and nine-month periods ended September 30, 2019, the Corporation had negative cash flow from operating activities. The Corporation anticipates it will continue to have negative cash flow from operating activities in future periods until profitable commercial production is achieved at the Tamarack North Project. As a result, the Corporation may need to allocate a portion of its existing working capital or certain of the net proceeds from any offering of Securities to fund such negative cash flow from operating activities in future periods. See “ Risk Factors – Negative Operating Cash Flow and Additional Funding ”.

PLAN OF DISTRIBUTION

The Corporation or a selling securityholder may, during the 25-month period that this Prospectus remains valid, offer for sale and issue, as applicable, the Securities, separately or together: (a) to one or more underwriters or dealers; (b) through one or more agents; or (c) directly to one or more purchasers through applicable statutory exemptions. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent engaged in connection with the offering and sale of the Securities, as well as the method of distribution and the terms of the offering of such Securities, including the net proceeds to the Corporation (or, if applicable, the selling securityholder(s)) and, to the extent applicable, any fees, discounts, concessions or any other compensation payable to underwriters, dealers or agents and any other material terms. Only underwriters so named in the Prospectus Supplement are deemed to be underwriters in connection with the Securities offered thereby.

The Securities may be sold, from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, including sales in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 – Shelf Distributions (“ NI 44-102 ”), subject to limitations imposed by and the terms of any regulatory approvals required and obtained under, applicable Canadian securities laws, which includes sales made directly on an existing trading market for the Common Shares, such as the TSX, or sales made to or through a market maker other than on an exchange. The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution.

If, in connection with the offering of Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to the Corporation. In the event that the Corporation determines to pursue an “at-the-market” offering in Canada, the Corporation shall apply for the applicable exemptive relief from the Canadian securities commissions and the application and the exemptive relief will be described in the applicable Prospectus Supplement that qualifies the “at-the-market distribution”. Readers are cautioned that there can be no assurances or guarantees that such exemptive relief will be granted.

Underwriters, dealers and agents who participate in the distribution of the Securities may be entitled under agreements to be entered into with the Corporation (or, if applicable, the selling securityholder(s)) to indemnification by the Corporation (or, if applicable, the selling securityholder(s)) against certain liabilities, including liabilities under securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, the Corporation in the ordinary course of business.

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Any offering of Debt Securities, Subscription Receipts, Warrants or Units will be a new issue of Securities with no established trading market. Unless otherwise specified in the applicable Prospectus Supplement, the Debt Securities, Subscription Receipts, Warrants or Units will not be listed on any securities exchange. Certain dealers may make a market in these Securities but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any dealer will make a market in such Securities or as to the liquidity of the trading market, if any, for such Securities.

Underwriters, dealers and agents may make sales of Securities in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an “at-the-market distribution” as defined in NI 44-102 and subject to limitations imposed by and the terms of any regulatory approvals required and obtained under, applicable Canadian securities laws which includes sales made directly on an existing trading market for the Common Shares, or sales made to or through a market maker other than on an exchange. In connection with any offering of Securities, except with respect to “at-the-market distributions” or as otherwise set out in a Prospectus Supplement relating to a particular offering of Securities, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. No underwriter, dealer or agent involved in an “at-the-market distribution”, no affiliate of such an underwriter, dealer or agent and no person or company acting jointly or in concert with such an underwriter, dealer or agent will over-allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities.

Unless otherwise specified in a Prospectus Supplement, the Securities have not been and will not be registered under the 1933 Act or the securities laws of any states in the United States and, subject to certain exceptions, may not be offered or sold or otherwise transferred or disposed of in the United States or to or for the account of U.S. persons absent registration or pursuant to an applicable exemption from the 1933 Act and applicable state securities laws. In addition, until 40 days after closing of an offering of Securities, an offer or sale of the Securities within the United States by any dealer (whether or not participating in such offering) may violate the registration requirement of the 1933 Act if such offer or sale is made other than in accordance with an exemption under the 1933 Act.

Participation Rights and Qualification Rights

On November 7, 2018, the Corporation entered into an investment agreement with RCF pursuant to which, among other things, the Corporation granted RCF a contractual participation right in respect of equity financings provided RCF holds 10% or more of all Common Shares on a partially diluted basis.

The Corporation and RCF have entered into a qualification rights agreement (the “ Qualification Rights Agreement ”) pursuant to which, under certain circumstances and limitations, RCF has the right to require the Corporation to qualify shares of the Corporation held by RCF under a prospectus by way of secondary offering. These qualification rights expire July 25, 2022. Pursuant to the Qualification Rights Agreement, RCF can qualify certain of its shares of the Corporation under a prospectus offering initiated by the Corporation and, subject to certain limitations, can also require the Corporation to file a prospectus to complete a secondary offering on a maximum of two occasions during the term of the agreement. The Corporation is entitled to postpone any such request by RCF for a period of up to 90 days in certain circumstances including in the event that the Corporation is actively employing its best efforts to complete an equity offering and also in the event that the request is made 60 days after the filing of a final prospectus by the Corporation.

EARNINGS COVERAGE RATIO

Earnings coverage ratios will be provided in the applicable Prospectus Supplement relating to any issuance of Debt Securities having a term to maturity in excess of one year, as required by applicable securities laws.

DESCRIPTION OF COMMON SHARES

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Corporation. The Common Shares are not subject to call or assessment rights or any conversion rights, and other than the participation rights of RCF set out under “ Plan of Distribution – Participation Rights and Qualification Rights ”, the Common Shares are not subject to any pre-emptive rights.

At the annual and special meeting of shareholders of the Corporation held on June 21, 2017, the shareholders of the Corporation reconfirmed the continuation of an amended and restated shareholder rights plan between the Corporation and Computershare Investor Services Inc., as rights agent (the “ Rights Plan ”). The Rights Plan aims to ensure that all shareholders are treated equally and fairly in the event of a transaction that could lead to a change in control of the Corporation. The Rights Plan also gives the board of directors of the Corporation more time to assess any unsolicited bid that may be made for the Corporation in the future and to explore and develop alternatives for maximizing shareholder value. A copy of the Rights Plan is available electronically under the profile of the Corporation at www.sedar.com.

As of the date of this Prospectus, the Corporation has not declared dividends and has no current intention to declare dividends on its Common Shares in the foreseeable future. Any decision to pay dividends on its Common Shares in the future will be at the discretion of the Corporation’s board of directors and will depend on, among other things, the Corporation’s results of operations, current and anticipated cash requirements and surplus, financial condition, any future contractual restrictions and financing agreement covenants, solvency tests imposed by corporate law and other factors that the board of directors may deem relevant.

DESCRIPTION OF DEBT SECURITIES

The following sets forth certain general terms and provisions of the Debt Securities. The particular terms and provisions of Debt Securities offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Debt Securities, will be described in such Prospectus Supplement.

The Debt Securities will be issued in series under one or more trust indentures to be entered into between the Corporation and a financial institution to which the Trust and Loan Companies Act (Canada) applies or a financial institution organized under the laws of any province of Canada and authorized to carry on business as a trustee. Each such trust indenture, as supplemented or amended from time to time, will set out the terms of the applicable series of Debt Securities. The statements in this Prospectus relating to any trust indenture and the Debt Securities to be issued under it are summaries of anticipated provisions of an applicable trust indenture and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of such trust indenture, as applicable. Each trust indenture may provide that Debt Securities may be issued thereunder up to the aggregate principal amount which may be authorized from time to time by the Corporation.

Any Prospectus Supplement for Debt Securities will contain the terms and conditions and other information relating to the Debt Securities being offered, including:

the designation, aggregate principal amount and authorized denominations of such Debt Securities;
the currency for which the Debt Securities may be purchased and the currency in which the principal and any interest is payable (in either case, if other than Canadian dollars);
the percentage of the principal amount at which such Debt Securities will be issued;
the date or dates on which such Debt Securities will mature;
the rate or rates at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any);
the dates on which any such interest will be payable and the record dates for such payments;
any redemption, retraction, purchase for cancellation or surrender term or terms under which such Debt Securities may be defeased;
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any exchange or conversion terms;
any sinking or purchase fund provisions relating to such Debt Securities;
the nature and priority of any security interests for such Debt Securities, including the principal properties subject to lien or charge;
any restrictions on issuance of additional Debt Securities, the incurring of additional indebtedness and other material negative covenants; and
any other specific terms.

Each series of Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.

The Debt Securities will be direct obligations of the Corporation. The Debt Securities will be senior or subordinated indebtedness of the Corporation as described in the relevant Prospectus Supplement.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

The following sets forth certain general terms and provisions of the Subscription Receipts. The Corporation may issue Subscription Receipts that may be exchanged by the holders thereof for Common Shares and/or other Securities of the Corporation upon the satisfaction of certain conditions. The particular terms and provisions of the Subscription Receipts offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Subscription Receipts, will be described in such Prospectus Supplement.

The Corporation may offer Subscription Receipts separately or together with Common Shares, Debt Securities or Warrants, as the case may be. The Corporation will issue Subscription Receipts under one or more subscription receipt agreements. Under each subscription receipt agreement, a purchaser of Subscription Receipts will have a contractual right of rescission following the issuance of the Common Shares and/or other Securities of the Corporation, as the case may be, to such purchaser, entitling the purchaser to receive the original amount paid for the Subscription Receipts, and any additional amount paid upon exchange thereof, upon surrender of the Common Shares and/or other Securities of the Corporation , as the case may be, if this Prospectus, the relevant Prospectus Supplement, and any amendment thereto, contains a misrepresentation, provided such remedy for rescission is exercised within 180 days of the date the Subscription Receipts are issued.

Any Prospectus Supplement for Subscription Receipts will contain the terms and conditions and other information relating to the Subscription Receipts being offered, including:

the number of Subscription Receipts;
the price at which the Subscription Receipts will be offered and whether the price is payable in installment;
any conditions to the exchange of Subscription Receipts into Common Shares and/or other Securities of the Corporation, as the case may be, and the consequences of such conditions not being satisfied;
the procedures for the exchange of the Subscription Receipts into Common Shares and/or other Securities of the Corporation, as the case may be;
the number of Common Shares and/or other Securities of the Corporation, as the case may be, that may be exchanged upon exchange of each Subscription Receipt;
the designation and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Security;
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escrow release conditions, if any;
the dates or periods during which the Subscription Receipts may be exchanged into Common Shares and/or other Securities of the Corporation;
whether such Subscription Receipts will be listed on any securities exchange;
any other rights, privileges, restrictions and conditions attaching to the Subscription Receipts; and
any other specific terms.

Prior to the exchange of their Subscription Receipts, holders of Subscription Receipts will not have any of the rights of holders of the securities issuable on the exchange of the Subscription Receipts.

DESCRIPTION OF WARRANTS

The following sets forth certain general terms and provisions of the Warrants. The Corporation will deliver an undertaking to the securities regulatory authority in each of the provinces of Canada (other than Québec), pursuant to which the Corporation will agree not to distribute pursuant to this Prospectus, as it may be supplemented or amended, any Warrants that are “novel” (as such term is defined in NI 44-102), including Warrants that are convertible into or exchangeable or exercisable for securities of an entity other than the Corporation or its affiliates, unless the applicable Prospectus Supplement(s) pertaining to the distribution of the novel securities is either (a) first approved for filing by the securities commissions or similar regulatory authorities in each of the provinces of Canada (other than Québec) where such novel securities are distributed, or (b) 10 business days have elapsed since the date of delivery to the applicable securities regulatory authority of the draft Prospectus Supplement in substantially final form and the applicable securities regulatory authority has not provided written comments on the draft Prospectus Supplement.

The Corporation may issue Warrants for the purchase of Common Shares and/or other Securities of the Corporation. The particular terms and provisions of the Warrants offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Warrants, will be described in such Prospectus Supplement.

The Corporation may offer Warrants separately or together with Common Shares, Debt Securities and Subscription Receipts, as the case may be, and such Warrants may be attached to, or separate from, any such offered Securities. The Corporation will issue Warrants under one or more warrant indentures to be entered into between the Corporation and a warrant agent named in the applicable Prospectus Supplement. Each such warrant indenture, as supplemented or amended from time to time, will set out the terms and conditions of the applicable Warrants. The statements in this Prospectus relating to any warrant indenture and the Warrants to be issued under it are summaries of anticipated provisions of an applicable warrant indenture and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of such warrant indenture, as applicable.

Any Prospectus Supplement for Warrants will contain the terms and conditions and other information relating to the Warrants being offered, including:

the exercise price of the Warrants;
the designation of the Warrants;
the aggregate number of Warrants offered and the offering price;
the designation, number and terms of the Common Shares and/or other Securities of the Corporation purchasable upon exercise of the Warrants, and procedures that will result in the adjustment of those numbers;
the dates or periods during which the Warrants are exercisable;
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the designation and terms of any securities with which the Warrants are issued;
if the Warrants are issued as a Unit with another security, the date on and after which the Warrants and the other security will be separately transferable;
the currency or currency unit in which the exercise price is denominated;
any minimum or maximum amount of Warrants that may be exercised at any one time;
whether such Warrants will be listed on any securities exchange;
any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;
any other rights, privileges, restrictions and conditions attaching to the Warrants; and
any other specific terms.

Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the securities issuable on exercise of the Warrants.

DESCRIPTION OF UNITS

The following sets forth certain general terms and provisions of the Units. The Corporation may issue Units comprising any combination of the other Securities described in this Prospectus. Each Unit will be issued so that the holder of such Unit is also the holder of each Security included in such Unit. Therefore, the holder of a Unit will have the rights and obligations of a holder of each Security comprising the Unit. The agreement, if any, under which a Unit is issued may provide that the Securities comprising the Unit may not be held or transferred separately at any time or at any time before a specified date.

Any Prospectus Supplement for Units will contain the terms and conditions and other information relating to the Units being offered, including:

the designation, terms and aggregate amount of the Units;
the price at which the Units will be offered;
the designation and terms of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;
any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units;
whether the Units will be issued in registered or global form;
any other rights, privileges, restrictions and conditions attaching to the Units; and
any other material terms and conditions of the Units.

SELLING SECURITYHOLDERS

This Prospectus may also, from time to time, relate to the offering of Securities by way of a secondary offering by certain selling securityholders, including RCF pursuant to its rights set out in the Qualification Rights Agreement. See “ Plan of Distribution – Participation Rights and Qualification Rights ”. The terms under which the Securities will be offered by selling securityholders will be described in the Prospectus Supplement. In connection with any secondary offering, in respect of any selling securityholder that is resident outside of Canada, the Corporation will file a non-issuer’s submission to jurisdiction form on behalf of such selling securityholder with the corresponding

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Prospectus Supplement. The Prospectus Supplement for, or including, any offering of the Securities by selling securityholders will include, without limitation, where applicable:

the names of the selling securityholders;
the number or amount of Securities owned, controlled or directed by each of the selling securityholders;
the number or amount of Securities being distributed for the account of each selling securityholder;
the number or amount of Securities to be owned, controlled or directed by each of the selling securityholders after the distribution, and the percentage that number or amount represents out of the total number or amount of outstanding Securities of the class or series being distributed;
whether the Securities are owned by the selling securityholders both of record and beneficially, of record only, or beneficially only;
if the selling securityholder purchased any of the Securities held by it in the two years preceding the date of the Prospectus Supplement, the date or dates the selling securityholder acquired the Securities; and
if the selling securityholder acquired the Securities held by it in the 12 months preceding the date of the Prospectus Supplement, the cost thereof to the selling securityholder in the aggregate and on an average cost-per-security basis.

PRIOR SALES

Information in respect of prior sales of Common Shares and other Securities distributed under this Prospectus and for securities that are convertible or exchangeable into Common Shares or such other Securities within the previous 12-month period will be provided, as required, in a Prospectus Supplement with respect to the issuance of Common Shares and/or other Securities pursuant to such Prospectus Supplement.

TRADING PRICE AND VOLUME

The outstanding Common Shares are traded on the TSX under the symbol “TLO”. Trading prices and volumes of the Common Shares for the previous 12-month period will be provided, as required, in each Prospectus Supplement.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Owning any of the Securities may subject holders to tax consequences. The applicable Prospectus Supplement may describe certain Canadian federal income tax considerations generally applicable to investors described therein of purchasing, holding and disposing of applicable Securities, including, in the case of an investor who is not a resident of Canada, Canadian non-resident withholding tax consideration. Prospective investors should consult their own tax advisors prior to deciding to purchase any of the Securities.

RISK FACTORS

An investment in the Securities is highly speculative and involves a high degree of risk. Prospective investors in a particular offering of the Securities should carefully consider, in addition to information contained in this Prospectus and in the Prospectus Supplement relating to that offering and the information incorporated by reference herein for the purposes of that offering, the risk factors listed below and the risk factors described in the Corporation’s thencurrent annual information form, as well as the Corporation’s then-current annual MD&A and interim MD&A, if applicable, to the extent incorporated by reference herein for the purposes of that particular offering of Securities.

Any such risk factors could materially affect the Corporation’s business, financial condition and/or future operating results and prospects and could cause actual events to differ materially from those described in forwardlooking statements and forward-looking information relating to the Corporation. The risks described herein and

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therein are not the only risks facing the Corporation. Additional risks and uncertainties not currently identified by the Corporation or that the Corporation currently believes not to be material also may materially and adversely affect the Corporation’s business, financial condition, operations or prospects.

In addition, the following risk factors should be carefully considered by investors:

Risks Related to the Securities

There is No Market for the Securities

There is currently no trading market for any Debt Securities, Subscription Receipts, Warrants or Units that may be offered. No assurance can be given that an active or liquid trading market for such Securities will develop or be sustained. If an active or liquid market for such Securities fails to develop or be sustained, the prices at which such Securities trade may be adversely affected. Whether or not such Securities will trade at lower prices depends on many factors, including liquidity of such Securities, prevailing interest rates and the markets for similar securities, the market price of the Common Shares, general economic conditions and the Corporation’s financial condition, historic financial performance and future prospects.

Dilution from Further Financings

The Corporation may need to raise additional financing in the future through the issuance of additional equity securities or convertible debt securities. If the Corporation raises additional funding by issuing additional equity securities or convertible debt securities, such financings may substantially dilute the interests of shareholders of the Corporation and reduce the value of their investment. Additional financings and share issuances may result in a substantial dilution to shareholders of the Corporation and decrease the value of the Corporation’s securities.

Volatility of Common Share Prices

The market prices for securities of mining companies, including those of the Corporation, historically have been volatile. Future developments concerning the Corporation or its industry, including downward fluctuations in the price of nickel and copper, may have a significant impact on the market price of the Common Shares.

Additional Financing

The continued development of the Corporation may require additional financing. The failure to raise or procure such additional funds as required could result in the delay or indefinite postponement of business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on terms acceptable to the Corporation.

Active Liquid Market for Common Shares

There may not be an active, liquid market for the Common Shares. There is no guarantee that an active trading market for the Common Shares will be maintained on the TSX. Investors may not be able to sell their Common Shares quickly or at the latest market price if trading in the Common Shares is not active.

Discretion in the Use of Proceeds

Management will have broad discretion concerning the use of the net proceeds from the offering of any Securities, as well as the timing of their expenditures. Depending on fluctuations in nickel and copper prices and other factors, the intended use of proceeds from the offering of any Securities may change. As a result, an investor will be relying on the judgment of management for the application of the net proceeds from the offering of any Securities. Management may use the net proceeds from the offering of any Securities in ways that an investor may not consider desirable if they believe it would be in the best interests of the Corporation to do so. The results and the effectiveness of the application of proceeds from an offering of any Securities are uncertain. If the proceeds are not applied effectively, the Corporation’s results of operations may suffer.

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Negative Operating Cash Flow and Additional Funding

The Corporation has limited financial resources and has no source of operating cash flow. During the year ended December 31, 2018 and the three- and nine-month periods ended September 30, 2019, the Corporation had negative cash flow from operating activities. The Corporation anticipates it will continue to have negative cash flow from operating activities in future periods until profitable commercial production is achieved at the Tamarack North Project. There is no assurance that additional funding will be available to the Corporation for the exploration and development of its projects. Furthermore, significant additional financing, whether through the issuance of additional securities and/or debt, will be required to continue the development of the Tamarack North Project and the Tamarack South Project. There can be no assurance that the Corporation will be able to obtain adequate additional financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further development of the Tamarack North Project and the Tamarack South Project.

Risks Related to the Corporation

COVID-19 Coronavirus Outbreak

The current global uncertainty with respect to the spread of the COVID-19 coronavirus (“ COVID-19 ”), the rapidly evolving nature of the pandemic and local and international developments related thereto and its effect on the broader global economy and capital markets may have a negative effect on the Company and the advancement of the Tamarack Project. While the precise impact of the COVID-19 outbreak on the Company remains unknown, rapid spread of COVID-19 and declaration of the outbreak as a global pandemic has resulted in travel advisories and restrictions, certain restrictions on business operations, social distancing precautions and restrictions on group gatherings which are having direct impacts on businesses in Canada and around the world and could result in travel bans, closure of assay labs, work delays, difficulties for contractors and employees getting to site, and diversion of management attention all of which in turn could have a negative impact on development of the Tamarack Project and the Company generally. The spread of COVID-19 may also have a material adverse effect on global economic activity and could result in volatility and disruption to global supply chains and the financial and capital markets, which could affect the business, financial condition, results of operations and other factors relevant to the Company, including its ability to raise additional financing.

LEGAL MATTERS

Unless otherwise specified in the Prospectus Supplement relating to an offering of Securities, certain legal matters relating to the offering of Securities will be passed upon on behalf of the Corporation by Cassels Brock & Blackwell LLP with respect to matters of Canadian law. As at the date hereof, the partners and associates of Cassels Brock & Blackwell LLP beneficially own, directly and indirectly, in the aggregate, less than 1.0% of the outstanding Common Shares.

In addition, certain legal matters in connection with any offering of Securities will be passed upon for any underwriters, dealers or agents by counsel to be designated at the time of the offering by such underwriters, dealers or agents, as the case may be, with respect to matters of Canadian and, if applicable, other foreign law.

AUDITORS, TRANSFER AGENT AND REGISTRAR

MNP LLP is the independent auditor of the Corporation and is independent within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of Ontario.

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc., with its principal office in Toronto, Ontario.

INTEREST OF EXPERTS

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MNP LLP provided an auditor’s report dated March 28, 2019 in respect of the Corporation’s consolidated financial statements as at and for the years ended December 31, 2018 and 2017. MNP LLP has advised that it is independent within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of Ontario.
Mr. Leslie Correia, Pr. Eng., Engineering Manager at Paterson & Cooke Canada Inc., is a qualified person who authored certain portions of the Updated PEA. To the knowledge of the Corporation, none of the author nor the firm he works with had an interest in any securities or other properties of the Corporation, its associates or affiliates as at the date of the Updated PEA or as at the date hereof.
Mr. Tim Fletcher, P. Eng., Project Manager at DRA Americas Inc., is a qualified person who authored certain portions of the Updated PEA. To the knowledge of the Corporation, none of the author nor the firm he works with had an interest in any securities or other properties of the Corporation, its associates or affiliates as at the date of the Updated PEA or as at the date hereof.
Mr. Daniel Gagnon, P. Eng., Vice President Mining and Geology at DRA Americas Inc., is a qualified person who authored certain portions of the Updated PEA. To the knowledge of the Corporation, none of the author nor the firm he works with had an interest in any securities or other properties of the Corporation, its associates or affiliates as at the date of the Updated PEA or as at the date hereof.
Mr. André-François Gravel, P. Eng., Senior Mining Engineer at DRA Americas Inc., is a qualified person who authored certain portions of the Updated PEA. To the knowledge of the Corporation, none of the author nor the firm he works with had an interest in any securities or other properties of the Corporation, its associates or affiliates as at the date of the Updated PEA or as at the date hereof.
Mr. Oliver Peters, P. Eng., Principal Metallurgist and President at Metpro Management Inc., is a qualified person who authored certain portions of the Updated PEA. To the knowledge of the Corporation, none of the author nor the firm he works with had an interest in any securities or other properties of the Corporation, its associates or affiliates as at the date of the Updated PEA or as at the date hereof.
Ms. Tina Pint, PG, Senior Hydrogeologist and Vice President at Barr Engineering Company, is a qualified person who authored certain portions of the Updated PEA. To the knowledge of the Corporation, none of the author nor the firm she works with had an interest in any securities or other properties of the Corporation, its associates or affiliates as at the date of the Updated PEA or as at the date hereof.
Mr. David Ritchie, P. Eng., Mine Waste Engineering Manager at SLR Consulting (Canada) Ltd., is a qualified person who authored certain portions of the Updated PEA. To the knowledge of the Corporation, none of the author nor the firm he works with had an interest in any securities or other properties of the Corporation, its associates or affiliates as at the date of the Updated PEA or as at the date hereof.
Mr. Brian Thomas, P. Geo, Senior Resource Geologist at Golder Associates Ltd., is a qualified person who authored certain portions of the Updated PEA and who reviewed, approved and verified certain technical information disclosed in the Interim MD&A, the AIF and the Annual MD&A. To the knowledge of the Corporation, none of the author nor the firm he works with had an interest in any securities or other properties of the Corporation, its associates or affiliates as at the date of the Updated PEA or as at the date hereof.
Mr. Mike Shaw, Vice President, Exploration of the Corporation, is the qualified person who reviewed and approved certain technical information disclosed in the Interim MD&A, the AIF and the Annual MD&A. Mr. Shaw’s holdings of securities of the Corporation as of the date hereof do not exceed 1.0% of the issued and outstanding securities of the Corporation.
Dr. Etienne Dinel, Vice President, Geology of the Corporation, is the qualified person who reviewed and approved the technical information disclosed in this Prospectus. Dr. Dinel’s holdings of securities of the Corporation as of the date hereof do not exceed 1.0% of the issued and outstanding securities of the Corporation.
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STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWL AND RESCISSION

Unless provided otherwise in a Prospectus Supplement, the following is a description of a purchaser’s statutory rights. Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.

In an offering of Securities which are convertible, exchangeable or exercisable for other securities of the Corporation, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial securities legislation, to the price at which the Securities which are convertible, exchangeable or exercisable for other securities of the Corporation is offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of the Security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for particulars of this right of action for damages or consult with a legal advisor.

Original purchasers of Securities which are convertible, exchangeable or exercisable for other securities of the Corporation will have a contractual right of rescission against the Corporation in respect of the conversion, exchange or exercise of such Securities. Other than in the case of an offering of warrants that may reasonably be regarded as incidental to the offering as a whole, the contractual right of rescission will entitle such original purchasers to receive, upon surrender of the underlying securities, the original amount paid for the applicable convertible, exchangeable or exercisable Securities and any additional amount paid upon conversion, exchange or exercise thereof in the event that this Prospectus, the relevant Prospectus Supplement or an amendment thereto contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of such Securities under this Prospectus and the applicable Prospectus Supplement; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of such Securities under this Prospectus and the applicable Prospectus Supplement. This contractual right of rescission will be consistent with the statutory right of rescission described under Section 130 of the Securities Act (Ontario), and is in addition to any other right or remedy available to original purchasers under Section 130 of the Securities Act (Ontario) or otherwise at law.

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“

CERTIFICATE OF THE CORPORATION

Dated: March 26, 2020

This short form prospectus, together with the documents incorporated in this prospectus by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of each of the provinces of Canada, except the province of Québec .

(Signed) “ Henri van Rooyen”

Henri van Rooyen Chief Executive Officer

(Signed) “ Vincent Conte” Vincent Conte Chief Financial Officer

On behalf of the Board of Directors

(Signed) “ Warren Newfield”

(Signed) “ Gregory Kinross”

Warren Newfield Director

Gregory Kinross Director

C-1 -

AI assistant

Talon Metals — Capital/Financing Update 2020

44209_rns_2020-08-06_eaeb4162-39c9-4cc6-ae76-8c209fc4e32f.pdf

New Issue

TALON METALS CORP.

$5,000,008 19,230,800 Common Shares

and “Forward-Looking Information” and “Risk Factors” in the Corporation’s AIF (as defined herein) which is available under the Corporation’s profile on SEDAR at www.sedar.com, before purchasing the Offered Shares.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

ELIGIBILITY FOR INVESTMENT

THE CORPORATION

Recent Developments

CONSOLIDATED CAPITALIZATION

USE OF PROCEEDS

Use of Net Proceeds and Available Funds

Business Objectives

PLAN OF DISTRIBUTION

There is no minimum amount of funds that must be raised under the Offering. This means that the Corporation could complete the Offering after raising only a small proportion of the Offering amount.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

PRIOR SALES

TRADING PRICE AND VOLUME

RISK FACTORS

Additional Financings

Discretion in the Use of Proceeds

Negative Operating Cash Flow and Additional Funding

COVID-19 Coronavirus Outbreak

AUDITOR, TRANSFER AGENT AND REGISTRAR

INTEREST OF EXPERTS

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

CERTIFICATE OF THE CORPORATION

CERTIFICATE OF THE AGENT

PARADIGM CAPITAL INC.

SHORT FORM BASE SHELF PROSPECTUS

TALON METALS CORP.

TABLE OF CONTENTS

ABOUT THIS SHORT FORM BASE SHELF PROSPECTUS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

DIFFERENCES IN REPORTING OF MINERAL RESOURCE ESTIMATES

DOCUMENTS INCORPORATED BY REFERENCE

THE CORPORATION

Intercorporate Relationships

THE BUSINESS

Executive Summary

Introduction

Environmental Considerations and Permitting

Geology and Mineralization

Exploration Programs

Sample Preparation, Quality Assurance (QA) / Quality Control (QC) and Security

Data Validation

Mineral Processing and Metallurgical Testing

Mineral Resource Estimate

Mining Methods

Recovery Methods

Project Infrastructure

Capital Costs

Operating Costs

Economic Analysis

Recommendations

CONSOLIDATED CAPITALIZATION

USE OF PROCEEDS

August 2019 Prospectus Offering

Notes:

Cash Balance and Working Capital

Use of Available Funds

Notes:

Use of Net Proceeds from any Offering of Securities

Business Objective

Use of Net Proceeds

PLAN OF DISTRIBUTION

Participation Rights and Qualification Rights

EARNINGS COVERAGE RATIO

DESCRIPTION OF COMMON SHARES

DESCRIPTION OF DEBT SECURITIES

DESCRIPTION OF SUBSCRIPTION RECEIPTS

DESCRIPTION OF WARRANTS

Talon Metals Capital/Financing Update 2020