Talon Metals — Capital/Financing Update 2020

Aug 5, 2020

BEST EFFORTS PROSPECTUS OFFERING OF COMMON SHARES

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TERM SHEET

August 4, 2020

The Common Shares will be offered by way of a prospectus supplement in each of the provinces of Canada, except Québec. A prospectus supplement containing important information relating to the Common Shares has not yet been filed with the applicable Canadian securities regulatory authorities.

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada, except Québec. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus, and any applicable shelf prospectus supplement that has been filed is required to be delivered with this document. This document does not provide full disclosure of all material facts relating to the Common Shares. Investors should read the final base shelf prospectus, any amendment and any applicable prospectus supplement, for disclosure of those facts, especially risk factors relating to the Common Shares, before making an investment decision.

The Common Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This term sheet shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Issuer:	Talon Metals Corp. (the “Company”).
Offering:	Treasury offering of up to 11,538,500 common shares (“Common Shares”).
Offering Price:	C$0.26 per Common Share.
Issue Amount:	C$3,000,010**.**
Over-Allotment	The Company has granted the Agent an option, exercisable, in whole or in part, at
Option:	any time up to and including 30 days following the initial closing date of the Offering,
	to purchase up to an additional 15% of the Offering at the Offering Price to cover
	over-allotments, if any.
Use of Proceeds:	The net proceeds of the Offering will be used by the Company for exploration and
	development expenditures at the Tamarack Project in Minnesota, and for general
	working capital purposes.
Form of Offering:	Best efforts prospectus offering by way of a prospectus supplement to be filed in
	each of the provinces of Canada, except Québec.
Listing:	The Company will apply to list the Common Shares and the Common Shares
	issuable upon exercise of the Compensation Options on the Toronto Stock
	Exchange (the “TSX”) as of Closing.
Eligibility:	Eligible for RRSPs, RRIFs, RESPs, TFSAs, RDSPs and DPSPs.
Agent:	Paradigm Capital Inc.
Commission:	6.0% cash commission.

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Compensation The Company shall also issue to the Agent that number of compensation options Options: as is equal to 6.0% of the Common Shares issued under the Offering. Each Compensation Option shall be exercisable into one Common Share at the Offering Price for a period of 24 months following the Closing Date. Closing: Expected on or about August 13, 2020.

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

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