Talon Metals — Capital/Financing Update 2021

Mar 3, 2021

Form 51-102F3 Material Change Report

Item 1 Name and Address of Company Talon Metals Corp. (the “ Corporation ”) Craigmuir Chambers, PO Box 71 Road Town, Tortola British Virgin Islands Item 2 Date of Material Change February 24, 2021 Item 3 News Release The news release with respect to the material change referred to in this report was disseminated via Globe Newswire on February 24, 2021 and subsequently filed on SEDAR.

Item 4 Summary of Material Change

On February 24, 2021, the Corporation announced that it entered into an agreement with a syndicate of underwriters led by TD Securities Inc. (collectively, the “ Underwriters ”) pursuant to which the Underwriters agreed to purchase, on a bought deal basis, 50,000,000 units of the Corporation (the “ Units ”) at a price of $0.60 per Unit (the “ Issue Price ”) for aggregate gross proceeds of $30,000,000 (the “ Offering ”). Each Unit will consist of one common share of the Corporation (a “ Common Share ”) and one-half of a Common Share purchase warrant (each whole Common Share purchase warrant, a “ Warrant ”) of the Corporation. Each whole Warrant will entitle the holder to acquire one Common Share at a price of $0.80 for a period of 12 months following closing of the Offering.

The Corporation granted the Underwriters the option (the “ Over-Allotment Option ”) to purchase up to an additional 7,500,000 Units at the Issue Price, exercisable in whole or in part at any time up to 30 days after the closing of the Offering.

The Corporation intends to use the net proceeds from the Offering for advancing work related to its planned exploration and development program at the Tamarack North Project in Minnesota, and for general working capital purposes.

Item 5.1 Full Description of Material Change

On February 24, 2021, the Corporation announced that it entered into an agreement with a syndicate of underwriters led by TD Securities Inc. pursuant to which the Underwriters agreed to purchase, on a bought deal basis, 50,000,000 Units at a price of $0.60 per Unit for aggregate gross proceeds of $30,000,000. Each Unit will consist of one Common Share and one-half of a Warrant. Each whole Warrant will entitle the holder to acquire one Common Share at a price of $0.80 for a period of 12 months following closing of the Offering.

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The Corporation granted the Underwriters the Over-Allotment Option to purchase up to an additional 7,500,000 Units at the Issue Price, exercisable in whole or in part at any time up to 30 days after the closing of the Offering.

The Corporation intends to use the net proceeds from the Offering for advancing work related to its planned exploration and development program at the Tamarack North Project in Minnesota and for general working capital purposes.

The Offering is expected to close on or about March 18, 2021 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange (the “ TSX ”).

The securities to be issued under the Offering will be offered by way of a short form prospectus in each of the Provinces of Canada other than Quebec and may be offered for sale in the United States to Qualified Institutional Buyers (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “ 1933 Act ”)) by way of private placement pursuant to an exemption from the registration requirements of the 1933 Act.

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

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

For further information contact Sean Werger, President at (416) 361-9636 x102.

Item 9 Date of Report

March 3, 2021.

Forward-Looking Statements

This material change report contains certain “forward-looking statements”. All statements, other than statements of historical fact that address activities, events or developments that the Corporation believes, expects or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Corporation based on information currently available to the Corporation. Such forward-looking statements include statements relating to the anticipated closing date of the Offering, the anticipated use of the net proceeds from the Offering and the receipt of all necessary approvals,

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including the approval of the TSX. Forward-looking statements are 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 statements, 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.

Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Corporation disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Corporation believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.