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Talon Metals — Capital/Financing Update 2021
Feb 25, 2021
44209_rns_2021-02-24_e275621d-d778-492c-b510-54ac9a256869.pdf
Capital/Financing Update
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TREASURY OFFERING OF UNITS
February 24, 2021
TALON METALS CORP.
A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in all of the Provinces of Canada (other than Quebec). A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities.
There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.
This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.
ISSUER: Talon Metals Corp. (the “Company”) AMOUNT: $30,000,000 ISSUE: 50,000,000 Units (the “Offering”) ISSUE PRICE: $0.60 per Unit UNITS: Each Unit consists of one common share (“Share”) and one-half of a common share purchase warrant (each whole common share purchase warrant, a “Warrant”) of the Company. COMMON SHARE Each whole Warrant will entitle the holder to acquire one Share from the PURCHASE WARRANT: Company at a price per Share of $0.80 for a period of 12 months following Closing. OVER-ALLOTMENT The Company has granted the Underwriters an option (the “Over-Allotment OPTION: Option”) to purchase at the Issue Price up to an additional 15% of the Units purchased under the Offering to cover over-allotments, if any, and for market stabilization purposes exercisable in whole or in part at any time until 30 days after Closing. The Underwriters may elect to exercise the Over-Allotment Option by purchasing additional Units or Warrants or any combination thereof. USE OF PROCEEDS: The Company 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 and for general corporate and working capital purposes. LISTING: The existing common shares trade on the Toronto Stock Exchange ("TSX") under the symbol “TLO”. FORM OF OFFERING: Public offering in all provinces of Canada (excluding Québec) by way of a short form prospectus. Private placement in the United States to “qualified institutional buyers” pursuant to Rule 144A of the U.S. Securities Act of 1933. FORM OF UNDERWRITING: Bought deal, subject to a mutually acceptable underwriting agreement containing “disaster out”, “regulatory out”, and “material adverse change out” clauses running to Closing. ELIGIBILITY FOR Eligible for RRSPs, RESPs, RDSPs, RRIFs, TFSAs and DPSPs. INVESTMENT:
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TALON METALS CORP.
TREASURY OFFERING OF UNITS
February 24, 2021
BOOKRUNNER: TD Securities Inc. UNDERWRITING FEE: 6.0% CLOSING: March 18, 2021 or such other date as to be agreed between the Company and the Underwriters.
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