TALON METALS CORP.
- and -
TALON METALS (USA) INC.
- and -
LUNDIN MINING CORPORATION

SHARE PURCHASE AGREEMENT

December 18, 2025

TABLE OF CONTENTS

ARTICLE 1

INTERPRETATION

1.1 Definitions ... 1
1.2 Interpretation Not Affected by Headings, etc. ... 16
1.3 Number and Gender ... 16
1.4 Words of Inclusion ... 16
1.5 Date for Any Action ... 16
1.6 Statute and Agreement References ... 16
1.7 Schedules ... 17
1.8 Currency ... 17
1.9 Accounting Matters ... 17
1.10 Knowledge ... 17

ARTICLE 2

THE TRANSACTION

2.1 Share Exchange ... 17
2.2 Closing ... 18
2.3 Pre-Closing Transaction ... 19
2.4 Post-Closing Talon Board and Officers ... 19
2.5 Talon Share Consolidation ... 20
2.6 Working Capital Adjustment ... 20
2.7 Financial Assurances ... 21
2.8 Midwest Railcar Guaranty ... 22
2.9 Financial Assurance and Midwest Railcar Guaranty Payments ... 22
2.10 Withholding ... 23

ARTICLE 3

COVENANTS

3.1 Covenants of Talon Parties ... 23
3.2 Covenants of Lundin ... 27
3.3 Post-Closing Covenants of the Talon Parties ... 33
3.4 Post-Closing Covenants of Lundin ... 33
3.5 Mutual Covenants Regarding the Transaction ... 33
3.6 Provision of Information and Integration of Operations ... 35
3.7 Communications ... 35
3.8 Privacy Issues ... 36
3.9 Post-Closing Limitation ... 37
3.10 Tax Covenants ... 37
3.11 Eagle Bonus Payments ... 39

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of Talon Parties ... 39
4.2 Representations and Warranties of Lundin ... 39
4.3 Investigation ... 39

ARTICLE 5

CONDITIONS PRECEDENT

5.1 Mutual Conditions Precedent ... 40
5.2 Additional Conditions to Obligations of Talon Parties ... 40
5.3 Additional Conditions to Obligations of Lundin ... 41
5.4 Notice and Cure Provisions ... 43

TABLE OF CONTENTS
(continued)

5.5 Satisfaction of Conditions...44

ARTICLE 6
AMENDMENT

6.1 Amendment...44

ARTICLE 7
TERMINATION

7.1 Termination...44
7.2 Term and Effect of Termination...45

ARTICLE 8
INDEMNIFICATION

8.1 Indemnification...45
8.2 Recourse...46
8.3 Time Limitation...46
8.4 Monetary Limitation...47
8.5 Double recovery...48
8.6 Duty to Mitigate...48

ARTICLE 9
NOTICES

9.1 Notices...48

ARTICLE 10
GENERAL

10.1 Survival...49
10.2 Entire Agreement...49
10.3 Binding Effect...50
10.4 Assignment...50
10.5 Expenses...50
10.6 Severability...50
10.7 Further Assurances...50
10.8 Interpretation Not Affected by Party Drafting...50
10.9 Specific Performance...50
10.10 Time of Essence...51
10.11 Applicable Law and Enforcement...51
10.12 Waiver...51
10.13 Counterparts...51

Schedule A – Representations and Warranties of Talon Parties
Schedule B – Representations and Warranties of Lundin
Schedule C – Pre-Closing Reorganization

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT dated December 18, 2025 is made

BETWEEN:

TALON METALS CORP., a company incorporated and existing under the Laws of the British Virgin Islands ("Talon")

-and-

TALON METALS (USA) INC., a corporation existing under the Laws of the State of Delaware ("Talon USA")

-and-

LUNDIN MINING CORPORATION, a corporation existing under the Laws of Canada ("Lundin")

WHEREAS:

A. Lundin is the sole registered and beneficial owner of all of the issued and outstanding Lundin SubCo Shares;

B. Talon USA is an indirect, wholly owned Subsidiary of Talon;

C. Lundin wishes to sell, and Talon USA wishes to acquire, all of the issued and outstanding Lundin SubCo Shares in exchange for: (i) the Talon Consideration Shares to be issued by Talon and transferred by Talon USA immediately following completion of the Pre-Closing Reorganization; and (ii) the Production Payment Royalty to be granted pursuant to the Production Payment Agreement; and

D. Talon, Talon USA and Lundin have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters relating to such transactions.

NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereby covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, including the recitals hereto, the following defined terms have the meanings hereinafter set forth:

(a) "Actual Working Capital" has the meaning given to such term in Section 2.6(a);

(b) "affiliate" has the meaning given to such term in National Instrument 45-106 – Prospectus Exemptions;

(c) "Agreement", "herein", "hereof", "hereto", "hereunder" and similar expressions mean and refer to this share purchase agreement (including the schedules attached hereto) as supplemented, modified or amended, and not to any particular article, section, schedule or other portion thereof;

(d) "AML Laws" has the meaning given to such term in paragraph (r) of Schedule A;

(e) "Ancillary Transaction Agreements" means the Production Payment Agreement, the Investor Rights Agreement, the Lock-Up Agreement, the Transitional Services Agreement and the Pre-Closing Reorganization Agreements;

(f) "Annual Financial Assurance Penalty" has the meaning given to such term in Section 2.7(d)(ii);

(g) "Anti-Corruption Laws" has the meaning given to such term in paragraph (r) of Schedule A;

(h) "Applicable Canadian Securities Laws" means, collectively, the applicable: (i) securities Laws of each province and territory of Canada; (ii) rules, regulations, instruments, blanket orders and blanket rulings and published policies, policy statements and notices of the Canadian Securities Administrators; and (iii) rules, policies and regulations of the TSX;

(i) "Applicable Law" means, with respect to any Person, property, transaction, operation, event or other matter: (i) any foreign or domestic constitution, treaty, law, statute, regulation, code, ordinance, principle of common law or equity, rule, municipal by-law, tribal law, Order or other requirement having the force of law, including, for certainty, Applicable Canadian Securities Laws; and (ii) any policy, practice, protocol, standard or guideline of any Governmental Authority which, although not necessarily having the force of law, is regarded by such Governmental Authority as requiring compliance as if it had the force of law (collectively in the foregoing clauses (i) and (ii), "Law"), in each case relating or applicable to such Person, property, transaction, operation, event or other matter and also includes, where appropriate, any interpretation of Law (or any part thereof) by any Person having jurisdiction over it, or charged with its administration or interpretation;

(j) "Applicable Privacy Laws" means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Information Protection Act (British Columbia), the Personal Information Protection Act (Alberta), the Act respecting the protection of personal information in the private sector (Québec) and any comparable Applicable Law of any other applicable jurisdiction;

(k) "Breaching Party" has the meaning given to such term in Section 5.4(b);

(l) "Business Day" means any day other than a Saturday, Sunday, statutory holiday or other day when banks in the City of Vancouver, British Columbia or the City of Toronto, Ontario, or the British Virgin Islands are not generally open for business;

(m) "CFIUS" means the U.S. government's Committee on Foreign Investment in the United States;

(n) "Claim" means any claim, action, suit, demand, arbitration, charge, demand letter or other similar process or proceeding by a Party in respect of any representation, warranty, covenant, obligation or other agreement made by or relating to another Party in this Agreement;

(o) "Closing" means the completion of the transfer by Lundin of all of the Lundin SubCo Closing Date Shares to Talon in exchange for the transfer by Talon USA of the Talon Consideration Shares to Lundin (or its designated affiliate) in accordance with the terms of this Agreement;

(p) "Closing Date" means the date which is three Business Days following the satisfaction or waiver of the conditions set out in Article 5 (other than those conditions that by their nature are to be satisfied at Closing, but subject to satisfaction or waiver of those conditions) or such other date following such satisfaction or waiver as may be agreed upon by the Parties;

(q) "Closing Statement" has the meaning given to such term in Section 2.6(c);

(r) "Closing Time" has the meaning given to such term in Section 2.2(a);

(s) "Closure Cost Penalty" has the meaning given to such term in Section 2.7(d)(i);

(t) "Code" means the U.S. Internal Revenue Code of 1986, as amended;

(u) "Computershare" means Computershare Trust Company of Canada, the holder of the register of members of Talon;

(v) "Concurrent Private Placement" means the issuance of the Talon Placement Shares pursuant to the terms of the Subscription Agreement;

(w) "Confidentiality Agreement" means the confidentiality agreement dated August 10, 2022 between Talon and Lundin, as amended by amending agreements dated April 9, 2024 and August 10, 2025;

(x) "Constating Documents" means articles of incorporation, amalgamation, arrangement or continuation, partnership agreements, unanimous shareholder agreements, by-laws or limited liability company agreements (or equivalent documents) and all amendments to such articles, partnership agreements, unanimous shareholder agreements, by-laws or limited liability company agreements (or equivalent documents);

(y) "Contract" means, with respect to a Person, a contract, lease, instrument, note, bond, debenture, mortgage, agreement, arrangement or understanding, written or oral, to which such Person or any of its Subsidiaries, is a party or under which such Person or any of its Subsidiaries is bound;

(z) "De Minimis Amount" has the meaning given to such term in Section 8.4(c);

(aa) "Directed Selling Efforts" means "directed selling efforts" as that term is defined in Rule 902(c) of Regulation S under the U.S. Securities Act;

(bb) "Disclosed Personal Information" has the meaning given to such term in Section 3.8(a);

(cc) "Dispute Notice" has the meaning given to such term in Section 2.6(c);

(dd) "Eagle Bonus Payments" has the meaning given to such term in Section 3.11(a);

(ee) "Eagle Bonus Payments Notice" has the meaning given to such term in Section 3.11(a);

(ff) "Eagle Mine" means Lundin SubCo's decline access, portal, underground nickel and copper sulfide mine located in Marquette County, Michigan U.S.A.;
(gg) "Eagle Mine Indemnity Agreement" has the meaning given to such term in Section 2.7(a);
(hh) "Eagle Mine Closure Liability" means the aggregate closure liability of Lundin and its affiliates related to all closure, reclamation and post-closure obligations of the Eagle Mine and related operations;
(ii) "Employee Plans" means all benefit, bonus, incentive, pension, retirement, post-retirement or post-employment savings, stock purchase, profit sharing, stock option, stock appreciation, phantom stock, stock-based or other equity-based, deferred compensation, retention, termination or severance pay, change of control, paid time-off, vacation, life insurance, medical, health, welfare, hospital, dental, vision care, drug, fringe benefit, sick leave, disability, and similar plans, programmes, arrangements, agreements or practices, other than statutory benefit plans which the relevant Person is required to participate in or comply with, including the Canada and Québec Pension Plans and plans administered pursuant to applicable health, tax, workplace safety insurance and employment insurance legislation;
(jj) "Encumbrances" means, in the case of property or an asset, all mortgages, pledges, charges, liens, debentures, hypothecs, trust, outstanding demands, burdens, capital leases, assignments by way of security, security interests, conditional sales contracts or other title retention agreements or similar interests or instruments charging, or creating a security interest in, or against title to, such property or assets, or any part thereof or interest therein, and any agreements, leases, options, easements, rights of way, restrictions, executions or other charges or encumbrances (including notices or other registrations in respect of any of the foregoing) (whether by Applicable Laws, contract or otherwise) against title to any of the property or assets, or any part thereof or interest therein or capable of becoming any of the foregoing;
(kk) "End of Mine Life Deadline" means the date on which commercial production at the Eagle Mine has ceased;
(II) "Environment" means the indoor and outdoor environment, including soil, land surface or subsurface strata, surface water, groundwater, sediment, ambient air (including all layers of the atmosphere), glaciers, the glacial and periglacial environments, organic and inorganic matter and living organisms, including human health, and any other environmental medium or natural resource;
(mm) "Environmental Approvals" means all Permits, instructions, registrations, directions or other approvals issued or required by any Governmental Authorities pursuant to Environmental Laws;
(nn) "Environmental Laws" means, with respect to any Person or its business, activities, operations, property, leased property, formerly leased property, assets or undertaking, all Applicable Laws, relating to the Environment, health and safety, including the U.S. Occupational Health and Safety Act or any state or provincial counterpart, mining resources and reclamation, and natural resources including Applicable Laws governing the use, handling, transportation, storage and Release of Hazardous Substances;
(oo) "ERISA" means the U.S. Employee Retirement Income Security Act of 1974, as amended;

(pp) "ERISA Affiliate" means any trade or business, whether or not incorporated, or any other Person that, together with Talon, would at any relevant time be deemed to be a "single employer" within the meaning of section 4001(b)(1) of ERISA or section 414 of the Code;

(qq) "Estimated Working Capital" means the amount specified in Schedule 2.6(a) of the Talon Disclosure Letter;

(rr) "Export Controls" has the meaning given to such term in paragraph (r) of Schedule A;

(ss) "FID" means a positive "Final Investment Decision" by the Talon Board in respect of developing a mine on any property in which Talon holds, directly or indirectly, an interest, which includes obtaining commitments for all debt financing and raising all equity financing required in connection with such approval;

(tt) "FID Commencement Date" means the date when Talon proceeds with an FID;

(uu) "Financial Assurance Costs" has the meaning given to such term in Section 2.7(a);

(vv) "Financial Assurances" has the meaning given to such term in Section 2.7(b);

(ww) "Governmental Authority" means any:

(i) national, federal, provincial, state, regional, municipal, local or other government or any governmental regulatory, taxing or administrative authority department, court, tribunal, arbitral body, commission, board, bureau, ministry or agency, or official, domestic or foreign including any political subdivision thereof;

(ii) any subdivision, agent, commission, board or authority of any of the foregoing;

(iii) any quasi-governmental or private body exercising any regulatory or expropriation authority under or for the account of any of the foregoing; and

(iv) any stock exchange, including the TSX;

(xx) "Hazardous Substances" means any solid, liquid, gas, odour, heat, sound, vibration, radiation or combination of them defined, listed, or otherwise classified as pollutants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes, or words of similar meaning or regulatory effect under any Environmental Law, or that may impair the natural environment, injure or damage property or plant or animal life or harm or impair the health of any individual and includes without limitation per- and polyfluoroalkyl substances (PFAS), petroleum, and mining exploration tailings or wastes;

(yy) "Humboldt Mill" means Lundin SubCo's iron ore processing facility, occupying approximately 142 ha, located in Marquette County, Michigan U.S.A.;

(zz) "IFRS" means International Financial Reporting Standards as incorporated in the Handbook of the Chartered Professional Accountants (Canada) at the relevant time applied on a consistent basis;

(aaa) "Indemnity Cap" means the product of the number of Talon Consideration Shares multiplied by the Talon Market Price as at the date of this Agreement;

(bbb) "Independent Accountant" has the meaning given to such term in Section 2.6(e);

(ccc) "Intellectual Property" has the meaning given to such term in paragraph (II) of Schedule A;

(ddd) "Interim Period Cash Sweep" means payments by Eagle Mine LLC of management fees owing to Lundin, and repayments by Eagle Mine LLC of amounts owing to Lundin pursuant to the Lundin Intercompany Loan, in each case, prior to Closing and collectively in an aggregate amount such that the cash balance of Eagle Mine LLC as at Closing will be nil;

(eee) "Investor Rights Agreement" means the investor rights agreement to be entered into between Lundin and Talon on the Closing Date, substantially in the form agreed by the Parties;

(fff) "IRS" means the Internal Revenue Service of the United States;

(ggg) "Law" has the meaning given to such term in the definition of "Applicable Law";

(hhh) "Lock-Up Agreement" means the lock-up agreement to be entered into between Lundin and Talon on the Closing Date, substantially in the form agreed by the Parties;

(iii) "Loss" means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and attorneys' fees and expenses;

(jjj) "Lundin" has the meaning given to such term in the preamble;

(kkk) "Lundin Disclosure Letter" means the disclosure letter dated as of the date hereof and delivered by Lundin to the Talon Parties;

(III) "Lundin Environmental Representations" means the representations and warranties set out in paragraph (jj) of Schedule B;

(mmm) "Lundin Fundamental Representations" means the representations and warranties set out in paragraphs (a) [Organization and Qualification], (b) [Corporate Authorization], (c) [Execution and Enforceability], (f)(i)(A) and (f)(iii) [No Violations], (g) [Capitalization], (h) [Approval of Share Transfer] and (v) [Interest in Material Properties] of Schedule B;

(nnn) "Lundin Indemnified Parties" has the meaning given to such term in Section 8.1(b);

(ooo) "Lundin Intercompany Loan" means the intercompany loan granted by Lundin (as lender) to Eagle Mine LLC (as borrower);

(ppp) "Lundin Intercompany Loan Transfer" means the assignment of the Lundin Intercompany Loan by Lundin, as lender, to Lundin SubCo prior to Closing;

(qqq) "Lundin Pre-Closing Taxes" means: (i) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in paragraph (bb) of Schedule B; (ii) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation contained in Section 3.10; (iii) all Taxes of Lundin SubCo and its Subsidiaries for all Pre-Closing Tax Periods (taking into account Section 3.10(c)); and (iv) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Lundin SubCo or any of its Subsidiaries (or any predecessor of Lundin SubCo or any of its Subsidiaries) is or was a member on or prior to the Closing Date by

reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law;

(rrr) "Lundin Public Record" means all information filed by or on behalf of Lundin since January 1, 2024 with the Securities Authorities, in accordance with Applicable Canadian Securities Laws which is available for public viewing on the SEDAR+ website at www.sedarplus.ca under Lundin's profile;

(sss) "Lundin SubCo" means Lundin Mining US Ltd., a corporation existing under the Laws of the State of Delaware;

(ttt) "Lundin SubCo Closing Date Shares" means the issued and outstanding Lundin SubCo Shares as at the Closing Time;

(uuu) "Lundin SubCo Employee" means an individual who is employed by Lundin SubCo or a Subsidiary of Lundin SubCo, whether on a full-time or part-time basis, including any such individual on disability (long-term or short-term), workers' compensation, pregnancy, parental or other statutory or approved leave;

(vvv) "Lundin SubCo Employee Plans" means any Employee Plans relating to any current or former Lundin SubCo Employee;

(www) "Lundin SubCo Financial Statements" means, collectively: (i) the unaudited general ledger trial balance report of Lundin SubCo as of December 31, 2024; and (ii) the unaudited interim general ledger trial balance report of Lundin SubCo as of September 30, 2025, copies of which have been made available to Talon prior to the date thereof;

(xxx) "Lundin SubCo Material Contract" means any Material Contract to which Lundin SubCo or any of its Subsidiaries is a party;

(yyy) "Lundin SubCo Material Property" means the Eagle Mine, together with the Humboldt Mill, and related properties, all located in Marquette County, Michigan U.S.A.;

(zzz) "Lundin SubCo Properties" has the meaning given to such term in paragraph (v)(i) of Schedule B;

(aaaa) "Lundin SubCo Shares" means the shares of common stock of Lundin SubCo from time to time;

(bbbb) "Material Adverse Change" or "Material Adverse Effect" means, with respect to Talon, Lundin SubCo or their respective Subsidiaries, as the case may be, any change, circumstance, condition, effect, event, fact, occurrence or state of facts that, individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to the assets, business, capitalization, cash flows, condition (financial or otherwise), liabilities (whether absolute, accrued, conditional or otherwise), obligations, operations, properties, prospects or results of operations of Talon and its Subsidiaries (taken as a whole) or Lundin SubCo and its Subsidiaries (taken as a whole), as applicable, other than any change, circumstance, condition, effect, event, fact, occurrence or state of facts resulting from or arising in connection with:

(i) any change in general economic, business, regulatory or market conditions or in national or global financial, credit markets, capital markets or commodity markets;

(ii) conditions affecting the industries or segments in which Talon and its Subsidiaries or Lundin SubCo and its Subsidiaries, as applicable, operate or carry on their business as a whole;

(iii) changes in Laws (including Laws related to Taxes) or IFRS or the interpretation, application or non-application thereof by any Governmental Authority;

(iv) any change in global, national or regional political conditions (including the outbreak or escalation of war or acts of terrorism);

(v) any natural disaster;

(vi) any epidemic, pandemic or outbreaks of illness or other health crisis or public health event declared by a Governmental Authority, including the worsening thereof;

(vii) the failure of Talon or Lundin SubCo to meet any internal or published projections, forecasts or estimates in respect of revenues, earnings or other financial or operating metrics (it being understood that the causes underlying such failure may be taken into account in determining whether a Material Adverse Change or Material Adverse Effect has occurred);

(viii) in the case of Talon: (A) any change in the market price or trading volume of any listed securities of Talon (it being understood that the causes underlying such change may be taken into account in determining whether a Material Adverse Change or Material Adverse Effect has occurred); (B) any matter expressly disclosed in the Talon Disclosure Letter or in the Talon Public Record prior to the date thereof; or (C) any actions taken (or omitted to be taken) at the written request or with the prior written consent of Lundin;

(ix) in the case of Lundin SubCo: (A) any change in the market price or trading volume of any listed securities of Lundin (it being understood that the causes underlying such change may be taken into account in determining whether a Material Adverse Change or Material Adverse Effect has occurred); (B) any matter expressly disclosed in the Lundin Disclosure Letter or in the Lundin Public Record prior to the date thereof; or (C) any actions taken (or omitted to be taken) at the written request or with the prior written consent of Talon; or

(x) the execution or announcement of this Agreement or any action taken (or omitted to be taken) by any Party that is required to be taken (or omitted to be taken, as applicable) pursuant to this Agreement (excluding any obligation to act in the Ordinary Course),

provided, however, that: (1) with respect to clauses (i) through and including (vi) above, such matter does not have a materially disproportionate effect on the assets, business, capitalization, cash flows, condition (financial or otherwise), liabilities (whether absolute, accrued, conditional or otherwise), obligations, operations, properties, prospects or results of operations of Talon and its Subsidiaries (taken as a whole) or Lundin SubCo and its Subsidiaries (taken as a whole), as applicable, compared to other comparable participants in the industries in which they conduct business; and (2) references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for the purposes of determining whether a "Material Adverse Change" or "Material Adverse Effect" has occurred;

(cccc) "Material Mining Agreements" has the meaning given to such term in paragraph (y)(iii)(A) of Schedule A;

(dddd) "Material Contracts" means any Contract:

(i) which if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Effect on the applicable Person;

(ii) relating directly or indirectly to indebtedness for borrowed money or to the guarantee of any liabilities or obligations of any Person (in each case whether incurred, assumed, guaranteed or secured by any asset), in each case, in excess of US$1,000,000;

(iii) that: (A) limits or restricts in any material respect the ability of a Person to engage in any line of business or carry on business in any geographic area or the scope of third parties to whom such Person may sell products or deliver services; (B) contains any material exclusivity or similar provision; (C) contains a minimum requirement provision; or (D) grants a third party a "most favoured nation" right or a right of first offer or refusal in respect of material assets of a Person;

(iv) under which a Person has received or made, or may receive or make, payments in excess of US$1,000,000, in any calendar year;

(v) providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value of such property or asset exceeds US$1,000,000;

(vi) with a Governmental Authority; or

(vii) providing for a termination, severance, deferred compensation, retention incentive or change of control payment in relation to the Agreement or the occurrence of the Closing, including any payment that is also conditional on the occurrence of another event;

(eeee) "Material Third Party Consents" means the approvals, consents or waivers, as applicable, required to complete the Transaction listed in Schedule 1.1(eeee) of the Talon Disclosure Letter;

(ffff) "MDNR" has the meaning given to such term in Section 3.1(d)(xii);

(gggg) "MI 61-101" means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;

(hhhh) "Midwest Railcar Guaranty" has the meaning given to such term in Section 2.8(a);

(iii) "Midwest Railcar Guaranty Cost" means, in respect of each annual period in which the Midwest Railcar Guaranty Payments are payable pursuant to Section 2.8(b), the maximum liability of Lundin under the Midwest Railcar Guaranty, as it may be amended from time to time, multiplied by 1.25%, provided that if the maximum liability of Lundin is amended, the Midwest Railcar Guaranty Cost shall be pro-rated to take into account such amendments (including if the maximum liability of Lundin falls to zero due to the termination of Lundin's obligations under the Midwest Railcar Guaranty are terminated (whether in accordance with Section 2.8(a) or otherwise));

10 -

(jjjj) "Midwest Railcar Guaranty Payments" has the meaning given to such term in Section 2.8(b);

(kkkk) "Mineral Title" has the meaning given to such term in paragraph (y)(i) of Schedule A;

(lll) "Misrepresentation", "Material Change" and "Material Fact" have the meanings given to such term under the Securities Act;

(mmmm) "Mutual Exclusivity Agreement" means the mutual exclusivity agreement dated November 14, 2025 between Lundin and Talon;

(nnnn) "NI 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

(oooo) "NI 52-109" means National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings;

(pppp) "Order" means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Authority;

(qqqq) "Ordinary Course" means, with respect to an action taken by a Person, that such action: (i) is consistent in nature, scope and magnitude with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person; (ii) is similar in nature, scope and magnitude to actions customarily taken in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person; and (iii) does not require the authorization of the shareholders of such Person (as applicable) or any other separate or special authorization of any nature;

(rrrr) "Outside Date" means February 18, 2026 or such other date as the Parties may agree in writing;

(ssss) "Parties" means, collectively, the parties to this Agreement, and "Party" means any one of them;

(tttt) "Permit" means any lease, license, permit, certificate, consent, order, grant, approval, classification, waivers, qualifications, decrees, orders-in-council, exemptions, filings, grants, notifications, privileges, rights, rulings, directives, clearances, registration or other authorization issued or granted to, conferred upon or otherwise created for a Person by any Governmental Authority;

(uuuu) "Permitted Encumbrances" means:

(i) Encumbrances for Taxes and utilities that in each case are not yet due or are not in arrears or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in conformity with IFRS;

(ii) construction, carriers’, workers’, mechanics’, repairers’, storers’ or other similar Encumbrances (inchoate or otherwise) if individually or in the aggregate: (A) they are not material; (B) they arose or were incurred in the Ordinary Course; (C) they have not been filed, recorded or registered in accordance with Applicable Law; (D) notice of them has not been given to the other Party or Parties; and (E) the debt secured by them is not in arrears;

(iii) easements, covenants, rights of way and other restrictions if registered provided that they are complied with and do not, individually or in the aggregate, materially adversely impact such Person's and its Subsidiaries' current or contemplated use, occupancy, utility or value of the applicable real property;

(iv) in the case of Talon, the Encumbrances set forth in Schedule 1.1(uuuu) of the Talon Disclosure Letter; and

(v) in the case of Lundin SubCo, the Encumbrances set forth in Schedule 1.1(uuuu) of the Lundin Disclosure Letter;

(vvvv) "Person" is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, a Governmental Authority, and the executors, administrators or other legal representatives of an individual in such capacity;

(wwww) "Personal Information" means information about an identifiable individual and includes any information that constitutes personal information within the meaning of one or more Applicable Privacy Laws;

(xxxx) "Pre-Closing Reorganization" means those transactions and steps set out in Schedule C;

(yyyy) "Pre-Closing Reorganization Agreements" has the meaning given to such term in Section 2.3;

(zzzz) "Pre-Closing Tax Period" means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date;

(aaaaa) "Proceeding" means any court, administrative, regulatory or similar proceeding (whether civil, quasi-criminal or criminal), arbitration or other dispute settlement procedure, investigation or inquiry before or by any Governmental Authority, or any claim, action, suit, demand, arbitration, charge, indictment, audit, examination, hearing, demand letter or other similar civil, quasi-criminal or criminal, administrative or investigative matter or proceeding, including by any third party whatsoever; and for the avoidance of all doubt, this includes any active assessment, review, investigation, or negotiation of a mitigation agreement or condition by or with the Committee on Foreign Investment in the United States pursuant to 31 C.F.R Sections 800-802;

(bbbbb) "Production Payment Agreement" means the agreement to be entered into between Lundin SubCo and Lundin (or an affiliate of Lundin) on the Closing Date providing for the grant of the Production Payment Royalty, substantially in the form agreed by the Parties;

(cccc) "Production Payment Royalty" means the production payment royalty on ore from sources other than the Eagle Mine that is processed through the Humboldt Mill at a rate of US$1.00 per tonne, up to a maximum aggregate payment of US$20.0 million, which is granted pursuant to the Production Payment Agreement and is neither secured nor guaranteed;

(ddddd) "Registered Agent" means Harneys Corporate Services Limited of Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands, Tortola, the registered agent of Talon and Talon CloudMine;

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(eeeee) "Regulatory Approvals" means any approval, consent, ruling, authorization, notice, Permit, waiver or acknowledgement that may be required from any Person pursuant to Applicable Law (including the TSX Conditional Approvals) or under the terms of any Permit or the conditions of any Order: (i) in connection with the Transaction or the other transactions contemplated by the Ancillary Transaction Agreements; (ii) to permit the Parties to carry on their respective businesses following the Closing Date; or (iii) which is otherwise necessary to permit the Parties to perform their obligations under this Agreement and the Ancillary Transaction Agreements;

(fffff) "Reimbursable Financial Assurance Costs" has the meaning given to such term in Section 2.7(d)(ii);

(ggggg) "Release" means any sudden, intermittent or gradual release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, migration, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into the Environment;

(hhhhh) "Remedial Action" means any and all actions necessary to eliminate, clean up, remove, contain, abate, treat, cover, remediate, restore, including but not limited to applicable standards under Environmental Laws, the presence or Release of Hazardous Substances into the Environment including but not limited to any investigation, feasibility study, monitoring, testing, sampling, removal (including removal of underground storage tanks), restoration, clean-up, remediation, closure, site restoration, reclamation, restoration of natural resources, remedial response or remedial work, in each case in relation to environmental matters;

(iiiii) "Representatives" means the officers, directors, employees, financial advisors, legal counsel, accountants and other agents and representatives of a Person;

(jjjj) "Sanctioned Person" means (i) any Person currently identified, listed or designated under the Sanctions Laws; (ii) any Person located, organized, resident, doing business or operating in a country or territory that is, or whose government is, the subject of Sanctions Laws which prohibit a Person resident in, or a national of, Canada, the United States, the United Kingdom, the European Union or Australia from doing business with or in that jurisdiction; or (iii) any Person directly or indirectly owned or controlled by, or acting for the benefit or on behalf of, a Person described in clause (i) or (ii);

(kkkkk) "Sanctions Laws" means economic and financial sanctions Laws administered, enacted or enforced from time to time by Governmental Authorities of Canada, United States, European Union, United Kingdom, Australia or United Nations Security Council;

(llll) "Section 721" means section 721 of the U.S. Defense Production Act of 1950, as amended;

(mmmmm) "Securities Act" means the Securities Act, RSO 1990, c S.5;

(nnnnn) "Securities Authorities" means, collectively, the securities commission or other securities regulatory authority of each province and territory of Canada;

(ooooo) "SEDAR+" means the System for Electronic Data Analysis and Retrieval +;

(ppppp) "SOFR" means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator;

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(qqqqq) "SOFR Administrator" means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate);

(rrrr) "Specified Indemnity Agreement" means the specified indemnity agreement to be entered into on the Closing Date among Lundin, Talon and Talon USA, substantially in the form agreed by the Parties;

(sssss) "Subscription Agreement" means the subscription agreement dated as of the date hereof pursuant to which, among other things, Talon has agreed to issue the Talon Placement Shares on the terms and subject to the conditions set forth therein;

(tttt) "Subsidiary" has the meaning given to such term in National Instrument 45-106 – Prospectus Exemptions;

(uuuu) "Talon" has the meaning given to such term in the preamble;

(vvvv) "Talon Board" means the board of directors of Talon as it may be comprised from time to time, including any duly constituted and acting committee thereof;

(wwwww) "Talon CloudMine" means CloudMine Holdings Limited, a company incorporated and existing under the Laws of the British Virgin Islands;

(xxxxx) "Talon Consideration Shares" means such number of Talon Shares to be issued by Talon at a deemed price equal to the Talon Market Price as of the date hereof pursuant to the Pre-Closing Reorganization and immediately following the Pre-Closing Reorganization transferred by Talon USA to Lundin (or an affiliate thereof) pursuant to this Agreement as are required (assuming the issuance of 18,555,783 Talon Placement Shares pursuant to the Concurrent Private Placement) to be issued by Talon such that Lundin beneficially owns 19.99% of the issued and outstanding Talon Shares, calculated on a non-diluted basis, based on: (i) the number of Talon Shares that are issued and outstanding as of the date of this Agreement; and (ii) the issuance of 18,555,783 Talon Placement Shares pursuant to the Concurrent Private Placement, rounded down to the nearest whole Talon Share;

(yyyyy) "Talon Convertible Securities" means, collectively, Talon Options and Talon Warrants;

(zzzzz) "Talon Disclosure Letter" means the disclosure letter dated as of the date hereof and delivered by the Talon Parties to Lundin;

(aaaaa) "Talon Employee" means an individual who is employed by Talon or a Subsidiary of Talon, whether on a full-time or part-time basis, including any such individual on disability (long-term or short-term), workers' compensation, pregnancy, parental or other statutory or approved leave;

(bbbbb) "Talon Employee Plans" means any Employee Plans relating to any current or former Talon Employee;

(cccccc) "Talon Environmental Representations" means the representations and warranties set out in paragraph (mm) of Schedule A;

(dddddd) "Talon Financial Statements" means, collectively: (i) the audited consolidated financial statements of Talon as at and for the years ended December 31, 2024 and December 31, 2023, including the notes thereto and the auditor's report thereon; and (ii) the unaudited

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condensed interim consolidated financial statements of Talon as at and for the three and nine months ended September 30, 2025 and 2024, including the notes thereto;

(eeeeee) “Talon Fundamental Representations” means the representations and warranties set out in paragraphs (a) [Organization and Qualification], (b) [Corporate Authorization], (c) [Execution and Enforceability], (f)(i)(A) and (f)(iii) [No Violations], (g) [Capitalization] (other than de minimis inaccuracies), (y) [Interest in Material Property] and (qq) [Brokers] of Schedule A;

(fffff) “Talon Indemnified Parties” has the meaning given to such term in Section 8.1(a);

(gggggg) “Talon Market Price” means the volume-weighted average trading price of the Talon Shares on the TSX for the period of five consecutive trading days immediately prior to the relevant date;

(hhhhhh) “Talon Material Contract” means any Material Contract to which Talon or any of its Subsidiaries is a party;

(iii) “Talon Material Property” means Talon’s 51% owned pre-feasibility study stage nickel-copper-cobalt mining project located in Tamarack, Minnesota, United States, as described in the Talon Technical Report;

(jjjjj) “Talon Material Subsidiaries” means, collectively, Talon CloudMine, Talon USA, Talon Nickel (USA) LLC, and Talon Metals Services Inc., and “Talon Material Subsidiary” means any one of them;

(kkkkkk) “Talon Option Plan” means the amended and restated stock option plan of Talon dated effective June 26, 2019;

(llll) “Talon Options” means the outstanding stock options of Talon granted under the Talon Option Plan, whether or not vested, entitling the holders thereof to acquire Talon Shares;

(mmmmmm) “Talon Parties” means, collectively, Talon and Talon USA and “Talon Party” means any one of them;

(nnnnnn) “Talon Placement Shares” means the Talon Shares to be issued under the Concurrent Private Placement;

(ooooo) “Talon Properties” has the meaning given to such term in paragraph (bb)(vii) of Schedule A;

(pppppp) “Talon Public Record” means all information filed by or on behalf of Talon since January 1, 2024 with the Securities Authorities, in accordance with Applicable Canadian Securities Laws which is available for public viewing on the SEDAR+ website at www.sedarplus.ca under Talon’s profile;

(qqqqq) “Talon Share Consolidation” means the exchange of the issued and outstanding Talon Shares on the basis of one post-consolidation Talon Share for every ten pre-consolidation Talon Shares and the related amendment to Talon’s memorandum and articles of association, which was approved at the annual and special meeting of Talon Shareholders held on June 25, 2025;

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(rrrrr) "Talon Shareholder Rights Plan" means the amended and restated shareholder rights plan agreement dated as of June 22, 2023 between Talon and Computershare Investor Services Inc., as rights agent;

(ssssss) "Talon Shareholders" means holders of Talon Shares from time to time;

(tttttt) "Talon Shares" means the common shares of Talon from time to time (including after giving effect to the Talon Share Consolidation);

(uuuuuu) "Talon Tax Representations" means the representations and warranties set out in paragraph (ee) of Schedule A;

(vvvvv) "Talon USA" has the meaning given to such term in the preamble;

(wwwwww) "Talon Technical Report" has the meaning given to such term in paragraph (bb)(ii) of Schedule A;

(xxxxxx) "Talon Warrants" means the outstanding share purchase warrants entitling the holders thereof to acquire Talon Shares;

(yyyyyy) "Tax" or "Taxes" means, with respect to any Person, all supranational, national, federal, provincial, state, local or other taxes, duties, imposts, levies or other governmental assessments, tariffs, charges, contributions, premiums or obligations in the nature of tax, however denominated, imposed, assessed or collected by any Governmental Authority, including income taxes, branch taxes, profits taxes, capital gains taxes, gross receipts taxes, digital services taxes, windfall profits taxes, value added taxes, severance taxes, ad valorem taxes, property taxes, capital taxes, net worth taxes, production taxes, sales taxes, use taxes, licence taxes, excise taxes, franchise taxes, environmental taxes, transfer taxes, withholding or similar taxes, payroll taxes, employment taxes, employer health taxes, government pension plan premiums and contributions, social security premiums, workers' compensation premiums, employment/unemployment insurance or compensation premiums and contributions, stamp taxes, occupation taxes, premium taxes, alternative or add-on minimum taxes, global minimum or "Pillar 2" taxes, GST/HST, customs duties or other taxes of any kind whatsoever imposed or charged by any Governmental Authority, any requirement to pay or repay any amount to a Governmental Authority in respect of a tax credit, refund, rebate, governmental grant or subsidy, overpayment, or similar adjustment of Taxes, and any instalments in respect thereof, together with any interest, penalties, or additions with respect thereto and any interest in respect of such additions or penalties, and whether disputed or not, and "Tax" means any one of such Taxes;

(zzzzzz) "Tax Act" means the Income Tax Act, R.S.C. 1985, c. 1 (5th Supplement);

(aaaaaaa) "Tax Returns" shall mean all reports, estimates, elections, notices, filings, designations, forms, declarations of estimated Tax, information statements and returns and other similar documents relating to, or required to be supplied to any Governmental Authority in connection with, any Taxes (including, estimated Tax returns and reports, withholding Tax returns and reports, information returns and reports, and any schedules, attachments, supplements, appendices and exhibits thereto and amendments thereof), whether in tangible, electronic or other form;

(bbbbbbb) "Terminating Party" has the meaning given to such term in Section 5.4(b);

(cccccc) "Termination Notice" has the meaning given to such term in Section 5.4(b);

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(dddddd) "Threshold" has the meaning given to such term in Section 8.4(c);

(eeeeee) "Transaction" means the transfer by Lundin of all of the Lundin SubCo Closing Date Shares to Talon USA in exchange for the transfer by Talon USA of the Talon Consideration Shares to Lundin (or its designated affiliate) and the granting by Lundin SubCo of the Production Payment Royalty, each in accordance with the terms of this Agreement, and the other transactions contemplated by this Agreement;

(ffffff) "Transitional Services Agreement" means the transitional services agreement to be entered into between Lundin and Talon on the Closing Date, substantially in the form agreed by the Parties;

(gggggg) "Treasury Regulations" means the regulations promulgated under the Code, as such regulations may be amended from time to time;

(hhhhhh) "TSX" means the Toronto Stock Exchange;

(iii) "TSX Conditional Approval" has the meaning given to such term in Section 3.1(h)

(jjjjjj) "U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; and

(kkkkkk) "United States" means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia.

1.2 Interpretation Not Affected by Headings, etc.

The division of this Agreement into Articles, Sections and paragraphs, and the inclusion of headings, is for convenience of reference only and does not affect the construction or interpretation of this Agreement.

1.3 Number and Gender

In this Agreement, words importing the singular number include the plural and vice versa, and words importing the use of any gender include all genders. If a word is defined in this Agreement a grammatical derivative of that word shall have a corresponding meaning.

1.4 Words of Inclusion

Wherever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation" and the words following "include", "includes" or "including" shall not be considered to set forth an exhaustive list.

1.5 Date for Any Action

If any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, such action is required to be taken on the next succeeding day which is a Business Day.

1.6 Statute and Agreement References

Any reference in this Agreement to any statute or any section thereof shall, unless otherwise expressly stated, be deemed to be a reference to any regulations promulgated thereunder from time to time in effect and such statute or section (or regulations thereunder) as amended, restated or re-enacted from time to time. References to any agreement or document shall be to such agreement or document

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(together with all schedules and exhibits thereto), as it may have been or may hereafter be amended, supplemented, replaced or restated from time to time.

1.7 Schedules

The following are the Schedules attached to and incorporated in this Agreement by reference and deemed to be a part thereof:

Schedule A – Representations and Warranties of Talon Parties
Schedule B – Representations and Warranties of Lundin
Schedule C – Pre-Closing Reorganization

Unless the context otherwise requires, words and expressions defined in this Agreement will have the same meanings in the Schedules and the interpretation provisions set out in this Agreement apply to the Schedules.

1.8 Currency

Unless otherwise expressly stated, all references in this Agreement to sums of money are expressed in lawful money of Canada and references to "US$" are to lawful money of the United States of America.

1.9 Accounting Matters

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under, and all determinations of an accounting nature that are required to be made shall be made in a manner consistent with IFRS.

1.10 Knowledge

Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge of a Party, it refers to the actual knowledge of, in the case of the Talon Parties, the Chief Executive Officer of Talon, the President of Talon and the Chief Financial Officer of Talon, and in the case of Lundin, the Vice President, Corporate Development and Strategy of Lundin, the President and Managing Director of Lundin SubCo, and the Chief Financial Officer of Lundin SubCo, in each case after due inquiry, and does not include any constructive, implied or imputed knowledge.

ARTICLE 2

THE TRANSACTION

2.1 Share Exchange

Subject to the terms and conditions set forth in this Agreement, at the Closing Time:

(a) Lundin shall sell to Talon USA, and Talon USA shall purchase from Lundin, all of the Lundin SubCo Closing Date Shares, free and clear of any Encumbrances; and
(b) in consideration for the Lundin SubCo Closing Date Shares:

(i) Talon USA shall transfer the Talon Consideration Shares issued by Talon pursuant to the Pre-Closing Reorganization to Lundin (which transfer shall be effected immediately prior to the Closing Time); and

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(ii) Lundin SubCo shall grant the Production Payment Royalty to Lundin (or an affiliate of Lundin) pursuant to the Production Payment Agreement.

2.2 Closing

(a) The Closing will take place at 8:00 a.m. (Toronto time) (the “Closing Time”) on the Closing Date virtually by exchange of electronic documents by e-mail or similar means of electronic transmission, or at such other time on the Closing Date or such other place as may be agreed upon by Talon and Lundin.

(b) At or prior to the Closing Time, Talon (for and on behalf of the Talon Parties) shall deliver or cause to be delivered to Lundin:

(i) an executed instrument of transfer relating to the transfer of the Talon Consideration Shares from Talon USA to Lundin (or its designated affiliate);

(ii) an updated register of members from Computershare, the holder of the register of members of Talon (a copy of which shall also be provided to the Registered Agent) showing Lundin (or its designated affiliate) as the registered holder of the Talon Consideration Shares;

(iii) a share certificate representing the Talon Consideration Shares registered in the name of Lundin (or its designated affiliate);

(iv) a certified copy of the resolution of the board of directors of Talon approving: (A) the issuance and subsequent transfer of the Talon Consideration Shares; (B) the updating of Talon’s register of members by Computershare to reflect Lundin (or its designated affiliate) as holder of legal title to the Talon Consideration Shares; (C) the appointment and/or resignation of any directors and the updating of Talon’s register of directors reflecting the same; and (D) the filing of Talon’s register of directors by the Registered Agent, with the BVI Registrar of Corporate Affairs;

(v) the Investor Rights Agreement, duly executed by Talon;

(vi) the Lock-Up Agreement, duly executed by Talon;

(vii) the Transitional Services Agreement, duly executed by Talon;

(viii) the Specified Indemnity Agreement, duly executed by the Talon Parties;

(ix) a favourable legal opinion letter dated as of the Closing Date from Harney Westwood & Riegels (BVI) LP, British Virgin Islands counsel to Talon, in form and substance satisfactory to Lundin, acting reasonably, in respect of the matters agreed to by the Parties; and

(x) such other Contracts, documents and instruments required pursuant to this Agreement or as may be reasonably required by Lundin to complete the Transaction, each in form and substance satisfactory to Lundin, acting reasonably.

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(i) a copy of the IRS Form 8288-B mailed by Lundin to the IRS prior to the Closing Date, together with proof of mailing thereof, provided that Lundin shall deliver to Talon a draft of such filing for review by Talon as soon as reasonably practicable following the date hereof and prior to the mailing thereof to the IRS, and shall reasonably consider any comments made thereto by Talon;

(ii) a share certificate or share certificate(s) representing the Lundin SubCo Closing Date Shares duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by Lundin;

(iii) the Production Payment Agreement, duly executed by Lundin SubCo and Lundin;

(iv) the Investor Rights Agreement, duly executed by Lundin;

(v) the Lock-Up Agreement, duly executed by Lundin;

(vi) the Transitional Services Agreement, duly executed by Lundin;

(vii) the Specified Indemnity Agreement, duly executed by Lundin; and

(viii) such other Contracts, documents and instruments required pursuant to this Agreement or as may be reasonably required by the Talon Parties to complete the Transaction, each in form and substance satisfactory to Talon, acting reasonably.

2.3 Pre-Closing Transaction

Immediately prior to the Closing Time, Talon, Talon CloudMine and Talon USA shall complete the Pre-Closing Reorganization. Prior to effecting the Pre-Closing Reorganization, the Talon Parties shall give Lundin and its Representatives a reasonable opportunity to review and comment on drafts of all agreements (the "Pre-Closing Reorganization Agreements") and other documentation relating to the Pre-Closing Reorganization and give due consideration to any comments made by Lundin or its Representatives such that the Pre-Closing Reorganization Agreements and other documentation relating to the Pre-Closing Reorganization shall be in form and substance satisfactory to Lundin, acting reasonably.

2.4 Post-Closing Talon Board and Officers

Talon shall take all actions necessary on its part to ensure that following Closing on the Closing Date:

(a) Darby Stacey will be appointed to the Talon Board;

(b) Jack Lundin and one individual to be nominated by Lundin prior to the Closing Date will be appointed to the Talon Board;

(c) the Talon Board will consist of a total of ten directors, including seven of the eight directors currently on the Talon Board and the directors to be appointed pursuant to Section 2.4(a) and Section 2.4(b);

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(d) the officers of Talon shall be comprised of: (A) Henri van Rooyen, Executive Chairman; (B) Darby Stacey, Chief Executive Officer; (C) Mike Kicis, President; (D) Vince Conte, Chief Financial Officer; and (E) Brian Goldner, Chief Exploration and Operations Officer.

2.5 Talon Share Consolidation

As soon as practicable after the Closing Date, Talon shall complete the Talon Share Consolidation and carry out all such actions as are necessary to give effect thereto.

2.6 Working Capital Adjustment

(a) The Parties acknowledge that the Transaction assumes that Lundin SubCo's consolidated working capital at Closing will be equal to the Estimated Working Capital. To the extent that Lundin SubCo's actual consolidated working capital at Closing (the "Actual Working Capital"), as calculated and determined in accordance with this Section 2.6, differs from the Estimated Working Capital, there shall be a dollar-for-dollar adjustment as follows:

(i) if the Actual Working Capital exceeds the Estimated Working Capital, Talon shall pay to Lundin an amount equal to such excess; and
(ii) if the Actual Working Capital is less than the Estimated Working Capital, Lundin shall pay to Talon an amount equal to such shortfall.

(b) Any payment required to be made pursuant to Section 2.6(a) shall be made in cash within 20 Business Days following the determination of Actual Working Capital in accordance with the procedures set forth in this Section 2.6.

(c) Within 120 calendar days after Closing, Talon shall prepare and deliver to Lundin a statement setting forth its calculation of Actual Working Capital (the "Closing Statement"), together with reasonable supporting documentation.

(d) Lundin shall have 30 calendar days following receipt of the Closing Statement to review and either accept or dispute Talon's calculation of the Actual Working Capital and/or any other matter in the Closing Statement. If Lundin disputes Talon's calculation of the Actual Working Capital or any other matter in the Closing Statement, it shall deliver to Talon a written notice specifying the items in dispute and the basis for such dispute (the "Dispute Notice"). If Lundin delivers a Dispute Notice, the Parties shall use reasonable efforts to resolve the disputed items within 30 calendar days after delivery of the Dispute Notice.

(e) If the Parties are unable to resolve all disputed items set forth in a Dispute Notice within 30 calendar days after delivery thereof, any unresolved items shall be submitted to an independent accounting firm mutually agreed upon by the Parties, acting reasonably (the "Independent Accountant"). The Independent Accountant shall act as an expert and not as an arbitrator, and its determination as to any disputed item shall be final and binding on the Parties. The fees and expenses of the Independent Accountant shall be borne equally by each of Talon and Lundin.

(f) For the purposes of this Section 2.6, the Actual Working Capital shall be calculated using the same methodology as set forth in Schedule 2.6(a) of the Talon Disclosure Letter, provided that the Eagle Bonus Payments in the Estimated Working Capital shall not be adjusted, and shall be deemed to be the actual Eagle Bonus Payments, for purposes of calculating the Actual Working Capital.

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2.7 Financial Assurances

(a) Following Closing, Talon shall use reasonable commercial efforts to amend or replace, as soon as reasonably and commercially practicable, all financial assurance (including surety bonds, letters of credit, cash collateral, guarantees and similar arrangements) issued under Part 632 of the Michigan Natural Resources and Environmental Protection Act or any similar Applicable Law or pursuant to any Permit in respect of mining or reclamation operations at the Lundin SubCo Material Property (the “Financial Assurances”) in a manner which terminates all of Lundin’s obligations for all past, current or future liabilities, including: (i) the termination of all obligations for all past, current or future liability of Lundin under the General Indemnity Agreement, dated May 21, 2021, between Lundin, Eagle Mine LLC and Atlantic Specialty Insurance Company (the “Eagle Mine Indemnity Agreement”); and (ii) the termination of all obligations for all past, current or future liability of Lundin under the corporate guarantees dated effective June 24, 2016 made by Lundin in favour of the Department of Environmental Quality Office of Oil, Gas and Minerals, such that, in all cases, Lundin shall have no further obligations under Part 632 of the Michigan Natural Resources and Environmental Protection Act or any similar Applicable Law or pursuant to any Permit in respect of any mining or reclamation operations at the Lundin SubCo Material Property or the Financial Assurances.

(b) Notwithstanding Section 2.7(a), Lundin agrees that it shall maintain the Financial Assurances following Closing, and shall, on an annual basis, reimburse Lundin SubCo for the costs of the premiums, costs and charges for any bonds requested from and/or issued by the surety pursuant to and as defined in the Eagle Mine Indemnity Agreement (the “Financial Assurance Costs”) which are paid by Lundin SubCo or its affiliates, until the earlier of: (i) the FID Commencement Date; or (ii) the date on which all of Lundin’s obligations in respect of the Financial Assurances are terminated in accordance with Section 2.7(a).

(c) Talon agrees that from and after Closing until such time as the Financial Assurances are amended or replaced in a manner that terminates all of Lundin’s obligations for the Financial Assurances, it shall not (and it shall cause its Subsidiaries to not) amend or modify the Financial Assurances in any manner which increases the Financial Assurance Costs without the prior written consent of Lundin (not to be unreasonably withheld, delayed or conditioned), except as required under Applicable Law or as required by a counterparty to the Financial Assurances or a Governmental Authority; provided, however, that Lundin shall be provided with an opportunity to participate in all discussions with the counterparty to the Financial Assurances or Governmental Authority, as the case may be, related to amendments or modifications to the Financial Assurances that may increase the Financial Assurance Costs.

(d) Lundin agrees that it will not issue a termination notice under the Eagle Mine Indemnity Agreement until the Financial Assurances are amended or replaced in their entirety in compliance with Applicable Law, provided that if Talon has not amended or replaced all Financial Assurances in a manner that terminates all of Lundin’s obligations for the Financial Assurances, including any obligation to reimburse Lundin SubCo in respect of any Financial Assurance Costs:

(i) by the FID Commencement Date, Talon agrees that it shall pay Lundin a penalty (the “Closure Cost Penalty”) equal to the Eagle Mine Closure Liability; or

(ii) by the End of Mine Life Deadline, Talon agrees that it shall, on an annual basis from and after the End of Mine Life Deadline, (A) reimburse Lundin for all Financial

Assurance Costs incurred by Lundin and its affiliates in the prior year (the "Reimbursable Financial Assurance Costs"), and (B) pay Lundin a penalty (the "Annual Financial Assurance Penalty") equal to the Reimbursable Financial Assurance Costs multiplied by the then current SOFR plus 4.0%.

(e) For the avoidance of doubt, notwithstanding Lundin's obligations under Section 2.7(b), following Closing, Talon and its affiliates shall be solely responsible for organizing, carrying out and paying the costs of all mining and/or reclamation activities and operations at the Lundin SubCo Material Property.

2.8 Midwest Railcar Guaranty

(a) Following Closing, Talon shall use reasonable commercial efforts to replace, as soon as reasonably and commercially practicable, the corporate guaranty dated August 20, 2013 (the "Midwest Railcar Guaranty") made by Lundin in favour of Midwest Railcar Corporation in a manner which terminates all of Lundin's obligations for all past, current or future liabilities under the Midwest Railcar Guaranty.

(b) Talon agrees that it shall, on an annual basis from and after the Closing Date until Lundin's obligations under the Midwest Railcar Guaranty are terminated (whether in accordance with Section 2.8(a) or otherwise): (i) reimburse Lundin for all premiums, costs and charges which are paid by Lundin or its affiliates pursuant to the Midwest Railcar Guaranty in the prior year; and (ii) pay Lundin a fee equal to the Midwest Railcar Guaranty Cost (the "Midwest Railcar Guaranty Payments"). For certainty, Talon shall only be required to reimburse Lundin for premiums, costs and charges that are paid by Lundin or its affiliates pursuant to the Midwest Railcar Guaranty after the Closing Date.

2.9 Financial Assurance and Midwest Railcar Guaranty Payments

Each of Lundin and Talon agrees that all amounts payable by Talon to Lundin pursuant to:

(i) Section 2.7(d)(i) shall be payable in cash within 20 Business Days following receipt by Talon of an invoice for the amount of the Closure Cost Penalty and reasonable supporting documentation;

(ii) Section 2.7(d)(ii) shall be payable in cash within 20 Business Days following receipt by Talon of an itemized invoice in respect of the Reimbursable Financial Assurance Costs and the Annual Financial Assurance Penalty and reasonable supporting documentation; and

(iii) Section 2.8(b) shall be payable in cash within 20 Business Days following receipt by Talon of an itemized invoice in respect of the Midwest Railcar Guaranty Payments and reasonable supporting documentation,

provided, however, that, upon the mutual agreement of Lundin and Talon and subject to the receipt of all necessary regulatory approvals (including the approval of the TSX), payment of all or a portion of any such amounts may be satisfied by the issuance to Lundin of such number of Talon Shares as is equal to the amount of the payment to be satisfied by the issuance of Talon Shares, divided by the Talon Market Price as at the date of the invoice in respect of such payment referred to in Section 2.9(i), 2.9(ii) or 2.9(iii), as applicable.

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2.10 Withholding

Notwithstanding anything in this Agreement to the contrary, Lundin, Lundin SubCo, Talon and Talon USA each of their respective affiliates and Representatives shall each be entitled to deduct and withhold from any amounts otherwise payable or deliverable pursuant to this Agreement any Taxes required to be deducted and withheld with respect to the making of such payment under Applicable Law; provided, however, that the Talon Parties agree that the number of Talon Consideration Shares issued and delivered to Lundin shall not be reduced, and no Talon Consideration Shares shall otherwise be held back by any of the Talon Parties, on account of any withholding obligation that may arise under Code Section 1445 or the U.S. Treasury Regulations promulgated thereunder in respect of the Transaction. To the extent such Taxes are so deducted or withheld and paid over to the appropriate Governmental Authority, such deducted or withheld Taxes shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made. Lundin, Lundin SubCo, Talon and Talon USA, as the case may be, shall each reasonably cooperate with one another in good faith to minimize any such deduction or withholding. Without limiting the generality of the foregoing, in the event Talon is subject to any withholding obligation under Code Section 1445 or the U.S. Treasury Regulations promulgated thereunder (as may be reduced or eliminated by a withholding certificate received in response to any IRS Form 8288-B filed by Lundin as contemplated by Section 2.2(c)(i)) in respect of the Talon Consideration Shares deliverable pursuant to this Agreement, Lundin shall, within five days following the later of: (a) the Closing Date, or (b) the date on which a determination is received from the IRS in respect of any IRS Form 8288-B filed by Lundin as contemplated by Section 2.2(c)(i), remit to Talon cash equal to the amount withholdable under Code Section 1445 and the U.S. Treasury Regulations promulgated thereunder (as may be reduced or eliminated by a withholding certificate received in response to any IRS Form 8288-B filed by Lundin as contemplated by Section 2.2(c)(i)) with respect to the Talon Consideration Shares, and Talon shall thereafter timely pay such withheld amounts to the IRS. Lundin shall further reimburse Talon for any penalties and interest associated therewith (except penalties or interest resulting from Talon's failure to comply with this Section 2.10 other than such a failure resulting from Lundin's failure to comply with Section 2.2(c)(i) and this Section 2.10) and all reasonable, third-party costs incurred by Talon to comply with this Section 2.10 and its obligations under Code Section 1445 and the U.S. Treasury Regulations promulgated thereunder.

ARTICLE 3 COVENANTS

3.1 Covenants of Talon Parties

The Talon Parties covenant and agree that, from the date of this Agreement until the earlier of the Closing Date and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of Lundin (not to be unreasonably withheld, delayed or conditioned); (ii) as otherwise required, expressly permitted or specifically contemplated by this Agreement; or (iii) as required by Applicable Laws:

(a) except as may be necessary in situations of emergency to preserve life, property or the environment, the business of Talon and its Subsidiaries shall be conducted only in, and Talon and its Subsidiaries shall not take any action except in, the Ordinary Course and in accordance with Applicable Law;

(b) the Talon Parties shall not, and shall not permit any of their Subsidiaries to, directly or indirectly:

(i) amend its Constating Documents;

(ii) except in relation to any internal transactions solely involving Talon and its wholly owned Subsidiaries or solely among such Subsidiaries (including the Pre-Closing Reorganization), authorize, declare, set aside or pay any cash or non-cash dividend or distribution or make any other cash or non-cash payment in respect of its outstanding securities;

(iii) issue, grant, sell or pledge or agree to issue, grant, sell or pledge any new Talon Shares or other securities of Talon or any of its Subsidiaries, including, without limitation, securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, the Talon Shares or shares of its Subsidiaries, except for: (A) the issuance of Talon Shares pursuant to the exercise of Talon Convertible Securities outstanding as of the date hereof in accordance with the terms thereof; (B) the issuance of the Talon Placement Shares in accordance with the Subscription Agreement; or (C) the issuances of securities in connection with the Pre-Closing Reorganization as provided for in Schedule C;

(iv) redeem, purchase or otherwise acquire any of the outstanding Talon Shares or other securities of Talon or any of its Subsidiaries other than in connection with the Pre-Closing Reorganization as provided for in Schedule C;

(v) amend the terms of any of its outstanding securities;

(vi) split, combine or reclassify any of the Talon Shares or the securities of any of its Subsidiaries;

(vii) amend its existing accounting policies, practices, methods or principles or adopt new accounting principles, except, in each case, as required by IFRS;

(viii) adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation, reorganization or arrangement or similar action of Talon or any of its Subsidiaries;

(ix) reduce the number of the Talon Shares or any shares of its Subsidiaries except in connection with the Pre-Closing Reorganization; or

(x) authorize, agree, offer, resolve, commit or propose any of the foregoing, or enter into, modify or terminate any Contract with respect to any of the foregoing, except as permitted above;

(c) except as contemplated herein, the Talon Parties shall not take any action, refrain from taking any action, or permit any action to be taken by them or any of their Subsidiaries that would render, or may reasonably be expected to render, any representation or warranty made by the Talon Parties in this Agreement untrue in any material respect;

(d) the Talon Parties shall not, and shall not permit any of their Subsidiaries to, directly or indirectly:

(i) sell, pledge, lease, exclusively license, transfer, dispose of or encumber (other than a Permitted Encumbrance) any assets or any interest in any assets of Talon or any of its Subsidiaries having a fair market value in excess of US$1,000,000 in the aggregate;

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(ii) except for capital expenditures necessary in situations of emergency to preserve life, property or the environment, expend or commit to expend capital expenditures in excess of US$1,000,000 in the aggregate;

(iii) acquire or commit to acquire (by merger, amalgamation, consolidation or acquisition of shares or assets) any corporation, partnership or other business organization or division thereof, or make any investment therein either by purchase of shares or securities, contributions of capital or property transfer;

(iv) incur, extend, renew or replace any indebtedness for borrowed money or any other material liability or obligation, or issue any debt securities or assume, guarantee, endorse or otherwise become responsible for, the obligations of any other individual or Person, or make any loans or advances, other than amounts otherwise permitted under this Section 3.1(d);

(v) pay, settle, discharge or satisfy any material claims, liabilities, Proceedings or obligations (including any regulatory investigation) which: (A) are, or could reasonably be expected to be, material to the business of Talon and its Subsidiaries, other than the payment, discharge or satisfaction, in the Ordinary Course, of liabilities reflected or reserved against in the Talon Financial Statements or incurred in the Ordinary Course; or (B) are brought by any present, former or purported holder of its securities (in such Person's capacity as such) in connection with the Transaction or the other transactions contemplated by the Ancillary Transaction Agreements;

(vi) abandon or fail to diligently pursue any application for any material Permit of Talon or its Subsidiaries that is required by Applicable Law, or take, or omit to take, any such action that would reasonably be expected to lead to the termination of any such Permit;

(vii) enter into or terminate any material hedges, swaps or other financial instruments or like transactions;

(viii) waive, release or relinquish any contractual right which is material to the business of Talon;

(ix) waive, release, grant or transfer any rights of material value in, or modify, amend, change, cancel or terminate any Talon Material Contract, other than in the Ordinary Course;

(x) enter into or extend any Contract: (A) that has a term that exceeds three years (assuming the exercise of any renewal or extension option by a Person other than Talon or one of its Subsidiaries); or (B) under which Talon or any of its Subsidiaries is obligated to make, or expects to receive, payment in excess of US$1,000,000;

(xi) authorize, agree, offer, resolve, commit or propose any of the foregoing, or enter into, modify or terminate any Contract with respect to any of the foregoing, except as permitted above; or

(xii) abandon or fail to diligently pursue any aspect of, or fail to comply with any reasonable request by any authorized agency concerning any Environmental Approvals or Environmental Laws relating to the Talon Properties, including any reasonable request by the Minnesota Department of Natural Resources ("MDNR")

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or other authorized agency concerning the Environmental Impact Statement development process for the Talon Material Property project, including obligations to pay for MDNR's reasonable costs in scoping for and preparing such document;

(e) the Talon Parties shall use reasonable commercial efforts to cause their and their Subsidiaries' current insurance (or re-insurance) policies, including directors' and officers' insurance, not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing satisfactory to Lundin, acting reasonably, providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect, and the Talon Parties will pay all premiums in respect of such insurance policies that become due after the date thereof;

(f) Talon (on behalf of the Talon Parties) shall promptly advise Lundin in writing of:

(i) any Material Change (actual, anticipated, contemplated or, to the knowledge of the Talon Parties, threatened, financial or otherwise) in the business, operations, results of operations, properties, assets, liabilities (whether absolute, accrued, contingent or otherwise), or financial condition of Talon or any of its Subsidiaries;

(ii) any notice or other communication from any Governmental Authority in connection with this Agreement or any of the Ancillary Transaction Agreements to which it is party (and Talon shall contemporaneously provide a copy of any such written notice or communication to Lundin);

(iii) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, Order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement, the Transaction or any of the Ancillary Transaction Agreements or that such Person is terminating, may terminate, or is otherwise materially adversely modifying or may materially adversely modify its relationship with Talon or any of its Subsidiaries as a result of this Agreement or the Transaction (and Talon shall contemporaneously provide a copy of any such written notice or communication to Lundin);

(iv) any Releases of Hazardous Substances in, on, under, to or from the Talon Properties, and any non-compliance with Environmental Laws by Talon or its Subsidiaries, that would have a Material Adverse Effect;

(v) any material communication with the applicable regulatory agencies regarding any of the Talon Properties, including any material communication with the MDNR regarding the Environmental Impact Statement development process for the Talon Material Property; and

(vi) any material communication with any Native American tribe or any non-governmental organization, environmental group, or community regarding the project on the Talon Material Property;

(g) the Talon Parties and their Subsidiaries shall:

(i) not make (other than in the Ordinary Course), change, revoke, amend or rescind any material express or deemed election, information schedule, return or

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designation relating to income or material Taxes, or file any amended income or material Tax Returns;

(ii) not make a request for a Tax ruling or enter into a settlement agreement or closing agreement with any Governmental Authority with respect to Taxes, except for any settlement that is not material to Talon and its Subsidiaries;
(iii) not settle or compromise any claim, assessment, reassessment, liability, Proceeding or controversy relating to a material amount of Taxes;
(iv) not surrender any right to claim a material Tax abatement, reduction, deduction, exemption, credit or refund;
(v) not make any changes to material methods, principles, policies or practices of reporting income, deductions or accounting for Tax purposes (with respect to those employed prior to the date of this Agreement), except as required by IFRS or under Applicable Laws;
(vi) not enter into any Tax allocation, Tax sharing or Tax indemnity agreement (other than any such agreements entered into in the Ordinary Course for which the principal purpose of which is not Taxes); and
(vii) not consent or agree to the extension or waiver of the limitation period applicable to any material Tax matter (excluding extensions of time to file Tax Returns validly obtained in the Ordinary Course).

(h) Talon shall promptly apply to the TSX for conditional approval of the listing and posting for trading of the Talon Consideration Shares on the TSX (the "TSX Conditional Approval"), and shall use all reasonable commercial efforts to obtain the TSX Conditional Approval, subject only to customary conditions for the listing of the Talon Consideration Shares, as soon as reasonably practicable following the date hereof and, in any event, within five Business Days of the date of this Agreement;
(i) the Talon Parties shall all use reasonable commercial efforts to obtain the Material Third Party Consents that relate to Talon or Talon USA as soon as reasonably practicable following the date thereof; and
(j) the Talon Parties shall make all necessary filings and applications under Applicable Law, including Applicable Canadian Securities Laws, required to be made on the part of the Talon Parties or any of their Subsidiaries in connection with the Transaction.

3.2 Covenants of Lundin

Lundin covenants and agrees that, from the date of this Agreement until the earlier of the Closing Date and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of Talon (not to be unreasonably withheld, delayed or conditioned); (ii) in relation to the reduction, elimination, capitalization or transfer of Eagle Mine LLC's obligations in relation to the Lundin Intercompany Loan; (iii) in relation to the Interim Period Cash Sweep; (iv) in relation to the Lundin Intercompany Loan Transfer; (v) as otherwise required, expressly permitted or specifically contemplated by this Agreement; or (vi) as required by Applicable Laws:

(a) except as may be necessary in situations of emergency to preserve life, property or the environment, Lundin shall cause Lundin SubCo and its Subsidiaries to operate their

business only in, and prevent Lundin SubCo and its Subsidiaries from taking any action except in, the Ordinary Course and in accordance with Applicable Law;

(b) Lundin shall ensure that neither Lundin SubCo nor any of its Subsidiaries take, directly or indirectly, any of the following actions:

(i) amend its Constating Documents;

(ii) except in relation to any internal transactions solely involving Lundin SubCo and its wholly owned Subsidiaries or solely among such Subsidiaries (including the Interim Period Cash Sweep), authorize, declare, set aside or pay any cash or non-cash dividend or distribution or make any other cash or non-cash payment in respect of its outstanding securities;

(iii) issue, grant, sell or pledge or agree to issue, grant, sell or pledge any Lundin SubCo Shares or other securities of Lundin SubCo or any of its Subsidiaries, including, without limitation, securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, Lundin SubCo Shares or shares of its Subsidiaries;

(iv) redeem, purchase or otherwise acquire any of the outstanding Lundin SubCo Shares or other securities of Lundin SubCo or securities of its Subsidiaries;

(v) amend the terms of any of its outstanding securities;

(vi) split, combine or reclassify any of the Lundin SubCo Shares or any of its Subsidiaries;

(vii) amend its existing accounting policies, practices, methods or principles or adopt new accounting principles, except, in each case, as required by IFRS;

(viii) adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation, reorganization or arrangement or similar action of Lundin SubCo or any of its Subsidiaries;

(ix) reduce the stated capital of any of the Lundin SubCo Shares or any shares of its Subsidiaries; or

(x) authorize, agree, offer, resolve, commit or propose any of the foregoing, or enter into, modify or terminate any Contract with respect to any of the foregoing, except as permitted above;

(c) except as contemplated herein, Lundin shall not take any action, refrain from taking any action, or permit any action to be taken by it, Lundin SubCo or any of Lundin SubCo's Subsidiaries, that would render, or may reasonably be expected to render, any representation or warranty made by Lundin in this Agreement untrue in any material respect;

(d) Lundin shall ensure that neither Lundin SubCo nor any of its Subsidiaries take, directly or indirectly, any of the following actions:

(i) sell, pledge, lease, exclusively license, transfer, dispose of or encumber (other than a Permitted Encumbrance) any assets or any interest in any assets of Lundin

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SubCo or any of its Subsidiaries having a fair market value in excess of $1,000,000 in the aggregate;

(ii) except for: (A) capital expenditures necessary in situations of emergency to preserve life, property or the environment; and (B) capital expenditures disclosed in Schedule 3.2(d)(ii) of the Lundin Disclosure Letter, expend or commit to expend capital expenditures in excess of $1,000,000 in the aggregate;

(iv) acquire any real property;

(v) incur, extend, renew or replace any indebtedness for borrowed money or any other material liability or obligation, or issue any debt securities or assume, guarantee, endorse or otherwise become responsible for, the obligations of any other individual or Person, or make any loans or advances, other than amounts otherwise permitted under this Section 3.2(d);

(vi) pay, settle, discharge or satisfy any material claims, liabilities, Proceedings or obligations (including any regulatory investigation) which: (A) are, or could reasonably be expected to be, material to the business of Lundin SubCo and its Subsidiaries, other than the payment, discharge or satisfaction, in the Ordinary Course, of liabilities reflected in the Lundin SubCo Financial Statements or incurred in the Ordinary Course; or (B) are brought by any present, former or purported holder of its securities (in such Person's capacity as such) in connection with the Transaction or the other transactions contemplated by the Ancillary Transaction Agreements;

(vii) abandon or fail to diligently pursue any application for any material Permit of Lundin SubCo or its Subsidiaries that is required by Applicable Law, or take, or omit to take, any such action that would reasonably be expected to lead to the termination of any such Permit;

(viii) enter into or terminate any material hedges, swaps or other financial instruments or like transactions;

(ix) waive, release or relinquish any contractual right which is material to the business of Lundin SubCo;

(x) enter into any Contract with regards to any lease for real property other than in the Ordinary Course;

(xi) waive, release, grant or transfer any rights of material value in, or modify, amend, change, cancel or terminate any Lundin SubCo Material Contract, other than in the Ordinary Course;

(xii) except as set forth in Schedule 3.2(d)(xii) of the Lundin Disclosure Letter, enter into or extend any Contract: (A) that has a term that exceeds three years (assuming the exercise of any renewal or extension option by a Person other than Lundin SubCo or one of its Subsidiaries); or (B) under which Lundin SubCo or any of its

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Subsidiaries is obligated to make, or expects to receive, payment in excess of US$1,000,000;

(xiii) authorize, agree, offer, resolve, commit or propose any of the foregoing, or enter into, modify or terminate any Contract with respect to any of the foregoing, except as permitted above; or

(xiv) abandon or fail to diligently pursue any aspect of, or fail to comply with any reasonable request by any authorized agency concerning any Environmental Approvals or Environmental Laws relating to the Lundin SubCo Property;

(e) except as set forth in Schedule 3.2(e) of the Lundin Disclosure Letter, Lundin shall ensure that neither Lundin SubCo nor any of its Subsidiaries take, directly or indirectly, any of the following actions:

(i) enter into, modify or terminate any employment, consulting, severance, change of control, retention, deferred compensation, collective bargaining or similar Contract with any Lundin SubCo Employee, other than in the Ordinary Course;

(ii) grant any general salary increase;

(iii) issue, award or grant any securities, instruments or other equity-based compensation providing similar benefits;

(iv) except as may be required pursuant to existing employment, consulting, change of control, retention, severance, collective bargaining or other similar Contracts (copies of which have been made available to Talon prior to the date hereof):

(A) grant any Lundin SubCo Employee or consultant or director of Lundin SubCo or any of its Subsidiaries an increase in compensation or benefits in any form;

(B) grant, accelerate, increase or otherwise amend any payment, award, compensation or other benefit payable in any form to any Lundin SubCo Employee or consultant or director of Lundin SubCo or any of its Subsidiaries;

(C) make or agree to make any loan to any current or former Lundin SubCo Employee or consultant or director of Lundin SubCo or any of its Subsidiaries; or

(D) grant, accelerate, increase or otherwise amend the amount, value or terms of any deferred compensation, change of control, severance, separation, retention or termination payment to, or enter into any employment, change of control, severance, retention or termination Contract with, any Lundin SubCo Employee or consultant or director of Lundin SubCo or any of its Subsidiaries;

(v) make any severance payment, retention payment, termination payment, payment in lieu of notice of termination, "change of control" payment or other similar payment to any Lundin SubCo Employee as a consequence of the Transaction unless such payment amount has been disclosed to Talon and such Lundin SubCo Employee

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has provided an executed release, in form and substance satisfactory to Talon, acting reasonably;

(vi) enter into any non-arm's length Contracts or transactions with, or transfer any property or assets of Lundin SubCo or its Subsidiaries to, any Lundin SubCo Employee or an affiliate, consultant or director of Lundin SubCo or any of its Subsidiaries;

(vii) adopt any additional benefit or similar plans which would be considered to be a Lundin SubCo Employee Plan once created;

(viii) amend or terminate any Lundin SubCo Employee Plan;

(ix) make any contribution to any Lundin SubCo Employee Plan except as is necessary to comply with Applicable Laws or existing provisions of any such Lundin SubCo Employee Plan; or

(x) authorize, agree, resolve, commit or propose to do any of the foregoing;

(f) except as set forth in Schedule 3.2(f) of the Lundin Disclosure Letter, Lundin shall use reasonable commercial efforts to cause Lundin SubCo and its Subsidiaries' current insurance (or re-insurance) policies, including directors' and officers' insurance, not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing satisfactory to Talon, acting reasonably, providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect, and Lundin shall cause Lundin SubCo to pay all premiums in respect of such insurance policies that become due after the date thereof;

(g) Lundin shall promptly advise Talon in writing of:

(i) any Material Change (actual, anticipated, contemplated or, to the knowledge of Lundin, threatened, financial or otherwise) in the business, operations, results of operations, properties, assets, liabilities (whether absolute, accrued, contingent or otherwise), or financial condition of Lundin SubCo or any of its Subsidiaries;

(ii) any notice or other communication from any Governmental Authority in connection with this Agreement or any of the Ancillary Transaction Agreements to which Lundin is party to (and Lundin shall contemporaneously provide a copy of any such written notice or communication to Talon);

(iii) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, Order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement, the Transaction or any of the Ancillary Transaction Agreements or that such Person is terminating, may terminate, or is otherwise materially adversely modifying or may materially adversely modify its relationship with Lundin SubCo or any of its Subsidiaries as a result of this Agreement or the Transaction (and Lundin shall contemporaneously provide a copy of any such written notice or communication to Talon);

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(iv) any Releases of Hazardous Substances in, on, under, to or from any of the Lundin SubCo Properties, and any non-compliance with Environmental Laws by Lundin SubCo or its Subsidiaries, that would have a Material Adverse Effect;

(v) any material communication with the applicable regulatory agencies regarding any of the Lundin SubCo Properties; and

(vi) any material communication with any Native American tribe or any non-governmental organization, environmental group, or community regarding the project on the Lundin SubCo Material Property;

(h) Lundin shall ensure that Lundin SubCo and its Subsidiaries:

(i) not make (other than in the Ordinary Course), change, revoke, amend or rescind any material express or deemed election, information schedule, return or designation relating to income or material Taxes, or file any amended income or material Tax Returns;

(iii) not settle or compromise any claim, assessment, reassessment, liability, Proceeding or controversy relating to a material amount of Taxes;

(iv) not surrender any right to claim a material Tax abatement, reduction, deduction, exemption, credit or refund;

(v) not make any changes to material methods, principles, policies or practices of reporting income, deductions or accounting for Tax purposes (with respect to those employed prior to the date of this Agreement), except as required by IFRS or under Applicable Laws;

(vi) not enter into any Tax allocation, Tax sharing or Tax indemnity agreement (other than any such agreements entered into in the Ordinary Course for which the principal purpose of which is not Taxes); and

(vii) not consent or agree to the extension or waiver of the limitation period applicable to any material Tax matter (excluding extensions of time to file Tax Returns validly obtained in the Ordinary Course);

(i) Lundin shall, prior to the Closing Date, provide (i) to Talon a properly completed and executed IRS Form W-8BEN-E of Lundin and (ii) to Lundin SubCo the U.S. tax certificates, affidavits and other documentary evidence set forth in Schedule 3.2(i) of the Lundin Disclosure Letter;

(j) Lundin shall, and shall cause Lundin SubCo to, make all necessary filings and applications under Applicable Laws, including Applicable Canadian Securities Laws, required to be made on the part of Lundin, Lundin SubCo or any of its Subsidiaries in connection with the Transaction; and

(k) Lundin shall, and shall cause Lundin SubCo to, deliver to Talon all: (i) working papers, records and Excel workbooks in relation to United States federal and state tax; and

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(ii) correspondence with Tax authorities (such as the IRS), related to Lundin SubCo and its Subsidiaries that has not already been provided to the Talon Parties.

3.3 Post-Closing Covenants of the Talon Parties

The Talon Parties shall, following the Closing Date, reasonably promptly provide Lundin with:

(a) such information and support as Lundin may reasonably request in relation to the finalization of the annual audit for the consolidated financial statements of Lundin in respect of Lundin's current financial year;

(b) a closing trial balance on the Closing Date, and such further information in relation thereto as Lundin may reasonably request;

(c) such information and support as Lundin may reasonably request in relation to information required to be provided in connection with the requirements under the Extractive Sector Transparency Measures Act for the period commencing January 1, 2025 and ending on the Closing Date; and

(d) such information and support as Lundin may reasonably request in relation to information required to be provided in connection with the requirements under the European Union Corporate Sustainability Reporting Directive.

3.4 Post-Closing Covenants of Lundin

Lundin shall, following the Closing Date, reasonably promptly provide Talon with:

(a) such information and support as Talon may reasonably request in relation to the preparation of consolidated financial statements of Talon in relation to periods after the Closing Date; and

(b) such information and support as Talon may reasonably request in relation to the preparation and filing of Tax Returns for Lundin SubCo and any of its Subsidiaries, and such further information in relation thereto as Talon may reasonably request.

3.5 Mutual Covenants Regarding the Transaction

Subject to Applicable Law, each of the Talon Parties and Lundin covenants and agrees that, from the date of this Agreement until the earlier of the Closing Date and the time that this Agreement is terminated in accordance with its terms:

(a) subject to the terms of this Agreement (including in respect of Regulatory Approvals, which are governed by Section 3.5(b)), it shall use its reasonable commercial efforts to satisfy (or cause to be satisfied) the conditions precedent to its obligations hereunder as set forth in Article 5 as soon as reasonably practicable (to the extent the satisfaction of the same is within the control of such Party) and take (or cause to be taken) all other action and do (or cause to be done) all other things necessary, proper or advisable under and in accordance with Applicable Laws to complete the Transaction as soon as reasonably practicable, including using its commercially reasonable efforts to promptly:

(i) obtain and maintain all necessary waivers, Permits, Orders, agreements, confirmations and other approvals (including Regulatory Approvals) required to be obtained by it from any Person in connection with the Transaction (including pursuant to Applicable Law); provided, however, that no Party may, without the prior

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written consent of Talon (in the case of Lundin) or Lundin (in the case of the Talon Parties), such consent not to be unreasonably withheld, conditioned or delayed, pay, or commit to pay, to any Person whose approval or consent is being solicited any material amount of cash or other consideration, or make any material commitment or incur any liability or other obligation due to such Person to the extent that such payments are not provided for in a Contract with such Person;

(ii) effect all necessary registrations and filings and submissions of information requested by Governmental Authorities or required to be effected by it in connection with the Transaction;

(iii) oppose, lift or rescind any injunction or restraining or other Order seeking to stop, or otherwise adversely affecting its ability to consummate, the Transaction on the terms contemplated in this Agreement and to defend, or cause to be defended, any Proceedings to which it is a party or brought against it or its directors or officers challenging this Agreement or the completion of the Transaction;

(iv) fulfill all conditions and satisfy all provisions of this Agreement;

(v) comply with all requirements imposed by Applicable Law on it or its Subsidiaries with respect to this Agreement or the Transaction; and

(vi) cooperate with the other Party or Parties in connection with the performance by the other Party or Parties of their obligations under this Agreement including, without limitation, continuing to provide reasonable access to information and to maintain ongoing communications as between their respective Representatives, subject in all cases to the Confidentiality Agreement;

(b) in connection with obtaining the Regulatory Approvals, each Party shall, subject to Applicable Law:

(i) cooperate with the other Party or Parties and provide such assistance as they may reasonably request in connection with obtaining a Regulatory Approval;

(ii) respond promptly to all requests for information made by a Governmental Authority in respect of obtaining a Regulatory Approval;

(iii) prepare and file, as promptly as practicable, all documentation necessary or desirable in connection with obtaining a Regulatory Approval;

(iv) provide the other Party or Parties and their legal counsel with advance notice of, and the opportunity to participate in, any meeting, telephone call or other discussion with any Governmental Authority in connection with obtaining a Regulatory Approval;

(v) permit the other Party or Parties and their legal counsel a reasonable opportunity to review in advance, and to provide comments on, any proposed communications of any nature with a Governmental Authority, which comments shall be considered and given due regard, provided that, in the event of a disagreement between the Parties over the contents of such proposed communications, or over strategy with respect to obtaining a Regulatory Approval, Talon shall have the ability to decide the contents of such proposed communications and determine the Parties' strategy with respect to obtaining the Regulatory Approvals; and

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(vi) keep the other Party or Parties reasonably informed, on a timely basis, of the status of the Regulatory Approvals, including promptly providing copies of any written communications received from any Governmental Authority in connection with the Regulatory Approvals or summaries of any verbal communications received in that regard;

(c) it shall not take any action, refrain from taking any commercially reasonable action or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially impede or significantly delay the completion of the Transaction;

(d) except for non-substantive communications with securityholders or documents filed by such Party on SEDAR+ (in the case of Talon or Lundin), it shall furnish promptly to the other Party or Parties or their legal counsel, a copy of each notice, report, schedule or other document delivered, filed or received by it in connection with: (i) the Transaction; (ii) any filings under Applicable Law in connection with the Transaction; and (iii) any dealings with any Governmental Authority in connection with the Transaction; and

(e) it shall promptly notify the other Party or Parties in writing of any Proceedings (or communications indicating that Proceedings may be contemplated) by any Person relating to the Transaction or the other transactions contemplated by the Ancillary Transaction Agreements.

Notwithstanding any requirement in this Agreement, where a Party is required to provide information to the other Party or Parties that the disclosing Party deems to be competitively sensitive, the disclosing Party may restrict the provision of such competitively sensitive information to the external legal counsel of the other Party or Parties, provided that the disclosing Party also provides a redacted version of any such information to the other Party or Parties.

3.6 Provision of Information and Integration of Operations

From the date of this Agreement until the earlier of the Closing Date and the time that this Agreement is terminated in accordance with its terms, subject to Applicable Law and the terms of any existing Contracts (including the Confidentiality Agreement), Lundin shall, and shall cause its Subsidiaries and Representatives to, afford to Talon and its Representatives reasonable access at all reasonable times to the officers, employees, agents, premises, properties, books, financial information, records and contracts of Lundin SubCo and its Subsidiaries, and shall furnish Talon, as promptly as practicable, with all data and information as Talon may reasonably request, in order to permit the Parties to be in a position to expeditiously and efficiently continue and integrate the business and operations of Talon and its Subsidiaries with those of Lundin SubCo and its Subsidiaries immediately upon, but not prior to, the Closing Date, provided that no investigation made by or on behalf of the Talon Parties, whether under this Section 3.6 or otherwise, shall waive, diminish the scope of, or otherwise affect, or be deemed to modify, any representation or warranty made by the Talon Parties or Lundin, as applicable, pursuant to this Agreement. The Parties acknowledge and agree that all information provided pursuant to this Section 3.6 shall be considered to be "Confidential Information" for purposes of the Confidentiality Agreement and shall be subject to the Confidentiality Agreement.

3.7 Communications

(a) Each of Talon and Lundin agrees to reasonably co-operate with the other Party and, if requested by the other Party, to participate in presentations to securityholders, customers, suppliers, employees and other stakeholders of the other Party, as applicable, regarding the Transaction.

(b) Talon and Lundin shall not (and shall cause their respective Subsidiaries not to) issue any press release or make any other public statement or disclosure with respect to this Agreement or the Transaction, without: (i) the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed); (ii) using commercially reasonable efforts to give the other Party a reasonable opportunity to review and comment on such press release or other public statement or disclosure; and (iii) giving reasonable consideration to any comments made by the other Party or its counsel in respect thereof; provided, however, that the foregoing shall be subject to such Party's overriding obligation to make disclosure in accordance with Applicable Law, and if such disclosure is required and the other Party has not reviewed or commented on the disclosure, such Party shall use commercially reasonable efforts to give prior oral or written notice to the other Party, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

(c) The Parties acknowledge that Talon will file this Agreement (with such redactions as may be mutually agreed upon between Talon and Lundin, each acting reasonably and in accordance with Applicable Law) and a material change report relating thereto on SEDAR+.

3.8 Privacy Issues

(a) The Parties acknowledge that they are responsible for compliance at all times with Applicable Privacy Laws which govern the collection, use and disclosure of Personal Information acquired by or disclosed to such Party pursuant to or in connection with this Agreement (the "Disclosed Personal Information").

(b) Prior to the completion of the Transaction, no Party shall use or disclose the Disclosed Personal Information for any purposes other than the performance of this Agreement and the completion of the Transaction. After the completion of the Transaction and the other transactions contemplated herein, a Party may only collect, use and disclose the Disclosed Personal Information for the purposes for which the Disclosed Personal Information was initially collected from or in respect of the individual to which such Disclosed Personal Information relates or for the completion of the transactions contemplated herein, unless: (i) such Party shall have first notified such individual of such additional purpose and, where required by Applicable Law, obtained the consent of such individual to such additional purpose; or (ii) such use or disclosure is permitted or authorized by Applicable Law, without notice to, or consent from, such individual.

(c) Each of the Parties acknowledges and confirms that the disclosure of the Disclosed Personal Information is necessary for the purposes of determining if the Parties shall proceed with the Transaction, and that the Disclosed Personal Information relates solely to the completion of the Transaction.

(d) Each of the Parties acknowledges and confirms that it has taken and shall continue to take reasonable steps to, in accordance with Applicable Law, prevent accidental loss or corruption of the Disclosed Personal Information, unauthorized input or access to the Disclosed Personal Information, or unauthorized or unlawful collection, storage, disclosure, recording, copying, alteration, removal, deletion, use or other processing of such Disclosed Personal Information.

(e) Subject to this Section 3.8, each Party shall at all times keep strictly confidential all Disclosed Personal Information provided to it, and shall instruct those Representatives responsible for processing such Disclosed Personal Information to protect the confidentiality of such information in a manner consistent with the Parties' obligations

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hereunder and according to Applicable Law and agrees to employ appropriate technology and procedures to prevent accidental loss or corruption of such Disclosed Personal Information, unauthorized input or access to the Disclosed Personal Information, or unauthorized or unlawful collection, storage, disclosure, recording, copying, alteration, removal, deletion, use or other processing of the Disclosed Personal Information. Each of the Parties shall take reasonable steps to ensure that access to the Disclosed Personal Information shall be restricted to those of its Representatives who have a bona fide need to access such information in order to complete the Transaction.

(f) Where authorized by Applicable Law, each of the Parties shall promptly notify the other Party or Parties of all inquiries, complaints, requests for access, variations or withdrawals of consent and claims of which such Party is made aware in connection with the Disclosed Personal Information. To the extent permitted by Applicable Law, the Parties shall fully cooperate with one another, with the Persons to whom the Personal Information relates, and any charged with enforcement of Applicable Privacy Laws, in responding to such inquiries, complaints, requests for access, variations or withdrawals of consent and claims.

(g) Where required by Applicable Privacy Laws, a receiving Party of Disclosed Personal Information shall, within a reasonable period of time following completion of the Transaction, notify the individuals to whom the Disclosed Personal Information relates that the Transaction has been completed and that the Disclosed Personal Information has been disclosed to the receiving Party.

(h) Upon the expiry or termination of this Agreement, or otherwise upon the reasonable request of a Party, each Party shall forthwith cease all use of the Disclosed Personal Information acquired by it in connection with this Agreement and shall promptly (and in no event later than five days after receipt of the request) return to the requesting Party or, at the requesting Party's request, destroy in a secured manner, in accordance with Applicable Law, the Disclosed Personal Information (and any copies thereof) in its possession, in which case the destroying Party will certify to the requesting Party that such Disclosed Personal Information has been destroyed.

3.9 Post-Closing Limitation

Talon shall not, and shall not cause or permit Lundin SubCo or any of Talon's affiliates to, prior to the date that is two years after the Closing Date, make or file any election, enter into any transaction or take any action that (i) terminates the existence of Lundin SubCo (or a successor thereof) as an entity regarded as separate from Talon USA (or a successor thereof) for U.S. federal income tax purposes, (ii) causes Lundin SubCo (or a successor thereof) to not be characterized as a C corporation for U.S. federal income tax purposes, or (iii) causes substantially all of the assets of Lundin SubCo (or a successor thereof) to be transferred to Talon USA (or a successor thereof), including (without limitation) by filing an election on an IRS Form 8832 with respect to Lundin SubCo (or a successor thereof), converting Lundin SubCo (or a successor thereof) to a form of legal entity the default classification of which under Treasury Regulations Section 301.7701-3(b) is an entity disregarded as separate from Talon USA (or a successor thereof), or merging, liquidating or dissolving (or taking any action that is, for U.S. federal income tax purposes, treated as merging, liquidating or dissolving) Lundin SubCo (or a successor thereof) with or into Talon USA (or a successor thereof).

3.10 Tax Covenants

(a) Lundin shall prepare and file (or cause to be prepared and filed) all Tax Returns required to be filed by Lundin SubCo or any of its Subsidiaries after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Returns shall be prepared in a manner consistent

with Applicable Law and shall be filed on or before the applicable due date. Lundin shall provide Talon with a reasonable opportunity to review any such Tax Return before it is filed and shall reasonably consider any comments provided by Talon in connection with such Tax Return. The preparation and filing of any Tax Return of Lundin SubCo or any of its Subsidiaries that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Talon.

(b) The Talon Parties shall not (and shall cause their respective Subsidiaries not to), without Lundin's prior written consent (not to be unreasonably withheld, delayed or conditioned):

(i) make (other than in the Ordinary Course), change, revoke, amend or rescind any material express or deemed election, information schedule, return or designation relating to income or material Taxes in respect of any Pre-Closing Tax Period, or file any amended income or material Tax Returns in respect of any Pre-Closing Tax Period;

(ii) make a request for a Tax ruling or enter into a settlement agreement or closing agreement with any Governmental Authority with respect to Taxes in respect of any Pre-Closing Tax Period;

(iii) settle or compromise any claim, assessment, reassessment, liability, Proceeding or controversy relating to a material amount of Taxes in respect of any Pre-Closing Tax Period; or

(iv) authorize, agree, offer, resolve, commit or propose any of the foregoing or take any action in furtherance of any of the foregoing, except as permitted above.

(c) In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date, the portion of such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be: (i) in the case of Taxes based upon, or related to, income, receipts, profits, wages, capital or net worth, or imposed in connection with the sale, transfer or assignment of property, or required to be withheld, deemed equal to the amount which would be payable if the taxable year of Lundin SubCo or its Subsidiary, as applicable, ended with the Closing Date; and (ii) in the case of all other Taxes, deemed to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period.

(d) Lundin and Talon shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return for Lundin SubCo or any of its Subsidiaries or in connection with any audit or other proceeding in respect of Taxes of Lundin SubCo or any of its Subsidiaries. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities and, to the extent there is any audit or other proceeding that in respect of any Pre-Closing Tax Periods, Talon or Lundin SubCo shall promptly provide notice to Lundin and shall consult with Lundin in advance of providing any response to information requests in connection with such audit. Each of Lundin and Talon shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of Lundin SubCo and all of its Subsidiaries for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for

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the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of Lundin SubCo or any of its Subsidiaries for any taxable period beginning before the Closing Date, Lundin shall provide Talon with reasonable written notice and offer Talon the opportunity to take custody of such materials.

3.11 Eagle Bonus Payments

The Parties agree that, following Closing and prior to March 31, 2026:

(a) Lundin will provide written notice to Talon (the "Eagle Bonus Payments Notice") of the recipients and respective amounts of bonuses to be paid to former Lundin SubCo Employees for services provided between January 1, 2025 and the Closing Date (collectively, the "Eagle Bonus Payments");

(b) Talon shall pay the Eagle Bonus Payments (subject to the applicable Taxes) to the former Lundin SubCo Employees in accordance with the Eagle Bonus Payments Notice in the next scheduled payroll, provided that if the Eagle Bonus Payments Notice is received by Talon within five Business Days of the next scheduled payroll date, Talon may pay the Eagle Bonus Payments in the following scheduled payroll; and

(c) Lundin shall, within ten Business Days of Talon paying the Eagle Bonus Payments, reimburse Talon for the aggregate amount of the Eagle Bonus Payments (plus any additional Taxes or benefits in connection with the Eagle Bonus Payments) paid by Talon to former Lundin SubCo Employees in accordance with this Section 3.11 and the Eagle Bonus Payments Notice.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of Talon Parties

The Talon Parties hereby make to Lundin the representations and warranties set forth in Schedule A, and acknowledge that Lundin is relying upon such representations and warranties in connection with the entering into of this Agreement and the carrying out of the Transaction and the transactions contemplated by the Ancillary Transaction Agreements.

4.2 Representations and Warranties of Lundin

Lundin hereby make to the Talon Parties the representations and warranties set forth in Schedule B, and acknowledges that the Talon Parties are relying upon such representations and warranties in connection with the entering into of this Agreement and the carrying out of the Transaction and the transactions contemplated by the Ancillary Transaction Agreements.

4.3 Investigation

Any investigation by a Party and its Representatives shall not mitigate, diminish or affect the representations and warranties of the other Party or Parties pursuant to this Agreement.

ARTICLE 5
CONDITIONS PRECEDENT

5.1 Mutual Conditions Precedent

The respective obligations of the Parties to consummate the Transaction are subject to the satisfaction, on or before the Closing Date or such other time specified, of the following conditions:

(a) TSX Conditional Approval. Talon shall have obtained the TSX Conditional Approval.

(b) Pre-Closing Reorganization. The Pre-Closing Reorganization shall have been completed as contemplated in Schedule C.

(c) Illegality. No Applicable Law shall be in effect or shall have been enacted, promulgated, amended or applied by any Governmental Authority, which prevents, prohibits or makes the consummation of the Transaction illegal or otherwise prohibits or enjoins any Party or Lundin SubCo from consummating the Transaction, or that would be reasonably expected to have a Material Adverse Effect in respect of any Party or Lundin SubCo.

(d) No Proceedings. No Proceeding or Order (whether temporary, preliminary or permanent) shall have been taken, entered or promulgated by any Governmental Authority, whether or not having the force of Law, which prevents, prohibits or makes (or which would reasonably be expected to prevent, prohibit or make) the consummation of the Transaction illegal or otherwise prohibit or enjoin the Parties or Lundin SubCo from consummating the Transaction, or that would be reasonably expected to have a Material Adverse Effect in respect of any Party or Lundin SubCo.

The conditions in this Section 5.1 are for the mutual benefit of the Parties and may be asserted by any Party regardless of the circumstances and may be waived by the mutual written consent of each of the Parties, in whole or in part, at any time and from time to time without prejudice to any other rights which the Parties may have.

5.2 Additional Conditions to Obligations of Talon Parties

The obligation of the Talon Parties to consummate the Transaction is subject to the satisfaction, on or before the Closing Date or such other time specified, of the following conditions:

(a) Representations and Warranties. The representations and warranties of Lundin:

(i) in paragraphs (a) [Organization and Qualification], (b) [Corporate Authorization], (c) [Execution and Enforceability], (f)(i)(A) and (f)(iii) [No Violations], (g) [Capitalization] (other than de minimis inaccuracies), and (h) [Approval of Share Transfer] of Schedule B shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made on such date (except as a result of transactions, changes, conditions, events or circumstances contemplated or permitted under this Agreement);

(ii) in paragraphs (d) [Subsidiaries], (n) [Absence of Certain Changes], and (v) [Interest in Properties] of Schedule B shall be true and correct in all material respects as of the Closing Date as if made on such date (and for purposes of this Section 5.2(a)(ii), any reference to "material", "Material Adverse Change", "Material Adverse Effect" or other concepts of materiality in such representations and warranties shall be ignored); and

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(iii) in the remainder of this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made on such date (except to the extent such representations and warranties speak of an earlier date, the accuracy of which shall be determined as of such earlier date), except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not: (A) result in, or reasonably be expected to result in, a Material Adverse Change in respect of Lundin SubCo or its Subsidiaries, as applicable; or (B) prevent or materially delay, or reasonably be expected to prevent or materially delay, the consummation of the Transaction (and for purposes of this Section 5.2(a)(iii), any reference to "material", "Material Adverse Change", "Material Adverse Effect" or other concepts of materiality in such representations and warranties shall be ignored),

and Lundin shall have provided to each of the Talon Parties a certificate of two executive officers of Lundin certifying, on behalf of Lundin, the foregoing on the Closing Date.

(b) Covenants. Lundin shall have fulfilled or complied in all material respects with each of the covenants of Lundin contained in this Agreement to be fulfilled or complied by it on or prior to the Closing Date, and Lundin shall have provided to each of the Talon Parties a certificate of two executive officers of Lundin certifying, on behalf of Lundin, such compliance on the Closing Date.

(c) No Material Adverse Change. No Material Adverse Change in respect of Lundin SubCo and its Subsidiaries, taken as a whole, shall have occurred after the date hereof and prior to the Closing Date.

(d) Lundin SubCo Shares. No Proceeding or Order (whether temporary, preliminary or permanent) shall have been taken, entered or promulgated by any Governmental Authority, whether or not having the force of Law, which is reasonably likely to cease trade, enjoin, prohibit, or impose any limitations, damages or conditions on Talon USA's ability to acquire, hold or exercise full rights of ownership over, the Lundin SubCo Closing Date Shares, including the right to vote the Lundin SubCo Closing Date Shares.

(e) Lundin SubCo Securities. Immediately prior to the Closing Time: (i) there shall be no other shares or other securities of Lundin SubCo outstanding other than the Lundin SubCo Closing Date Shares; and (ii) no Person shall have any agreement or option or any right or privilege (whether by Law, pre-emptive right, by contract or otherwise) capable of becoming an agreement or option for the purchase, subscription, allotment or issuance of any unissued Lundin SubCo Shares or other equity interests in Lundin SubCo.

(f) Closing Deliveries. Lundin shall have delivered (or caused to be delivered) each of the closing deliverables set forth in Sections 2.2(c)(ii) to 2.2(c)(vii) to the Talon Parties.

The conditions in this Section 5.2 are for the exclusive benefit of the Talon Parties and may be asserted by either Talon Party regardless of the circumstances or may be waived by either Talon Party in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which the Talon Parties may have.

5.3 Additional Conditions to Obligations of Lundin

The obligation of Lundin to consummate the Transaction is subject to the satisfaction, on or before the Closing Date or such other time specified, of the following conditions:

(a) Representations and Warranties. The representations and warranties of the Talon Parties:

(i) in paragraphs (a) [Organization and Qualification], (b) [Corporate Authorization], (c) [Execution and Enforceability], (f)(i)(A) and (f)(iii) [No Violations], (g) [Capitalization] (other than de minimis inaccuracies), and (qq) [Brokers] of Schedule A shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made on such date (except as a result of transactions, changes, conditions, events or circumstances contemplated or permitted under this Agreement);

(ii) in paragraphs (d) [Subsidiaries], (q) [Absence of Certain Changes], (y) [Interest in Properties], and (bb) [Technical Matters] of Schedule A shall be true and correct in all material respects as of the Closing Date as if made on such date (and for purposes of this Section 5.3(a)(ii), any reference to "material", "Material Adverse Change", "Material Adverse Effect" or other concepts of materiality in such representations and warranties shall be ignored); and

(iii) in the remainder of this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made on such date (except to the extent such representations and warranties speak of an earlier date, the accuracy of which shall be determined as of such earlier date), except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not: (A) result in, or reasonably be expected to result in, a Material Adverse Change in respect of Talon or its Subsidiaries, as applicable; or (B) prevent or materially delay, or reasonably be expected to prevent or materially delay, the consummation of the Transaction (and for purposes of this Section 5.3(a)(iii), any reference to "material", "Material Adverse Change", "Material Adverse Effect" or other concepts of materiality in such representations and warranties shall be ignored),

and each of the Talon Parties shall have provided to Lundin a certificate of two executive officers of such Talon Party certifying, on behalf of the Talon Party, the foregoing on the Closing Date.

(b) Covenants. Each of the Talon Parties shall have fulfilled or complied in all material respects with each of its covenants contained in this Agreement to be fulfilled or complied by it on or prior to the Closing Date, and each of the Talon Parties shall have provided to Lundin a certificate of two executive officers of such Talon Party certifying, on behalf of the Talon Party, such compliance on the Closing Date.

(c) No Material Adverse Change. No Material Adverse Change in respect of Talon and its Subsidiaries, taken as a whole, shall have occurred after the date hereof and prior to the Closing Date.

(d) Talon Shares and Production Payment Royalty. No Proceeding or Order (whether temporary, preliminary or permanent) shall have been taken, entered or promulgated by any Governmental Authority, whether or not having the force of Law, which is reasonably likely to cease trade, enjoin, prohibit, or impose any limitations, damages or conditions on: (i) Lundin's ability to acquire, hold or exercise full rights of ownership over the Talon Consideration Shares, including the right to vote such Talon Shares; (ii) the ability of Lundin to acquire, hold or exercise full rights of ownership over any Talon Shares to be acquired pursuant to the terms of the Investor Rights Agreement; (iii) Lundin's ability to otherwise

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exercise such rights; or (iv) Lundin SubCo's ability to grant the Production Payment Royalty to Lundin pursuant to the Production Payment Agreement.

(e) Closing Deliveries. Talon (for and on behalf of the Talon Parties) shall have delivered (or caused to be delivered) each of the closing deliverables set forth in Section 2.2(b) to Lundin.

(f) Director and Officer Appointments. All actions necessary on the part of Talon to give effect to the appointments to the Talon Board and the appointments of the officers of Talon as contemplated in Section 2.4, effective as of the Closing Date and conditional upon Closing, shall have been taken.

The conditions in this Section 5.3 are for the exclusive benefit of Lundin and may be asserted by Lundin regardless of the circumstances or may be waived by Lundin in is sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Lundin may have.

5.4 Notice and Cure Provisions

(a) Each of the Parties shall give prompt notice to the other Parties, as applicable, of the occurrence, or failure to occur, at any time from the date hereof to the Closing Date of any event or state of facts, circumstances or change in circumstances (actual, anticipated, contemplated, or, to the knowledge of such Party, threatened) which would, or would reasonably be expected to:

(i) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect (or, in the case of any representations or warranties that are not subject to materiality qualifications in respect of the conditions contained in Sections 5.2(a)(i) and 5.3(a)(i), as applicable, cause any of such representations or warranties of such Party to be untrue or inaccurate in any respect); or

(ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any Party hereunder,

provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder. Each of the Parties shall in good faith discuss with the other Parties any such event or state of facts which is of such a nature that there may be a reasonable question as to whether notice need be given to the other Parties pursuant to this Section 5.4.

(b) No Party may elect to terminate this Agreement pursuant to Section 7.1(b)(ii) [Failure to Satisfy Mutual Conditions], Section 7.1(c) [Lundin Representations and Warranties and Covenants Failure] or Section 7.1(d) [Talon Party Representations and Warranties and Covenants Failure], as applicable, unless the Party seeking to terminate this Agreement (a "Terminating Party") has delivered a written notice (a "Termination Notice") to the applicable other Party (the "Breaching Party") specifying in reasonable detail all breaches of covenants, inaccuracies of representations and warranties, inability to satisfy any condition or other matters which the Terminating Party is asserting as the basis for termination. If any Termination Notice is delivered: (i) if such matter is capable of being cured prior to the Outside Date, provided that the Breaching Party is proceeding diligently to cure such matter to the satisfaction of the Terminating Party (acting reasonably), the Terminating Party may not exercise such termination until the earlier of: (A) the expiration of a period of five Business Days following receipt of such Termination Notice by the

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Breaching Party; and (B) the Outside Date; and (ii) if such matter is incapable of being cured prior to the Outside Date (and any fraudulent, wilful or intentional breach shall be deemed to be incapable of being cured), or if the Breaching Party is not proceeding diligently to cure such matter to the satisfaction of the Terminating Party (acting reasonably), the Terminating Party may immediately exercise such termination right.

5.5 Satisfaction of Conditions

The conditions set out in this Article 5 shall be conclusively deemed to have been satisfied, waived or released when Closing occurs.

ARTICLE 6 AMENDMENT

6.1 Amendment

This Agreement may, at any time and from time to time before the Closing Time, be amended by written agreement of the Parties.

ARTICLE 7 TERMINATION

7.1 Termination

This Agreement may be terminated at any time prior to the Closing Date:

(a) by mutual written agreement between each of the Parties;

(b) by any Party if:

(i) the Closing Date shall not have occurred on or prior to the Outside Date, provided that the right to terminate this Agreement under this Section 7.1(b)(i) shall not be available to any Party whose failure to fulfill any of its covenants or obligations or whose breach of any of its representations or warranties under this Agreement has been the cause of, or resulted in, the failure of the Closing Time to occur by the Outside Date;

(ii) any condition in Section 5.1 becomes incapable of being satisfied by the Outside Date, provided that the right to terminate this Agreement under this Section 7.1(b)(ii) shall not be available to any Party whose failure to fulfill any of its covenants or obligations or whose breach of any of its representations or warranties under this Agreement has been the cause of, or resulted in, the failure of such condition to be satisfied or where such Party has not complied with Section 5.4;

(c) by Talon if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Lundin set forth in this Agreement occurs that would cause the condition in Section 5.2(a) [Lundin Representations and Warranties Condition] or Section 5.2(b) [Lundin Covenants Condition] not to be satisfied, and such breach or failure is incapable of being cured by the Outside Date or is not cured in accordance with Section 5.4; provided that: (A) neither Talon Party is then in breach of this Agreement so as to cause any condition in Section 5.3(a) [Talon Party Representations and Warranties Condition] or Section 5.3(b) [Talon Party Covenants Condition] not to be satisfied; and

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(B) any termination pursuant to this Section 7.1(c) is subject to and made in accordance with Section 5.4;

(d) by Lundin if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of either Talon Party set forth in this Agreement occurs that would cause the condition in Section 5.3(a) [Talon Party Representations and Warranties Condition] or Section 5.3(b) [Talon Party Covenants Condition] not to be satisfied, and such breach or failure is incapable of being cured by the Outside Date or is not cured in accordance with Section 5.4; provided that: (A) Lundin is not then in breach of this Agreement so as to cause any condition in Section 5.2(a) [Lundin Representations and Warranties Condition] or Section 5.2(b) [Lundin Covenants Condition] not to be satisfied; and (B) any termination pursuant to this Section 7.1(d) is subject to and made in accordance with Section 5.4.

7.2 Term and Effect of Termination

(a) In the event of the termination of this Agreement pursuant to Section 7.1 or the Outside Date occurring, this Agreement shall forthwith become void and have no further force or effect, and no Party (nor its Representatives) shall have any liability or further obligation to the other Party or Parties, except:

(i) in the event of the termination of this Agreement pursuant to Section 7.1, the provisions and obligations set forth in Sections 3.7, 3.8 and 7.2 (in each case to the extent applicable) and Article 10 shall survive any such termination; and
(ii) in the event of the Outside Date occurring, the provisions and obligations set forth in Sections 3.7, 3.8 and Article 10 shall survive any such termination.

(b) For greater certainty and notwithstanding anything in this Agreement to the contrary, nothing contained in this Section 7.2 shall relieve any Party from liability for: (i) the failure to complete the Transaction when required pursuant to this Agreement; or (ii) any breach of any provision of this Agreement. No termination of this Agreement shall affect the obligations of the Parties pursuant to the Confidentiality Agreement or any other subsequent written agreement that addresses confidentiality between the Parties, except to the extent specified therein.

ARTICLE 8 INDEMNIFICATION

8.1 Indemnification

(a) Lundin shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend, release and hold harmless each Talon Party, its affiliates and its respective officers, directors, employees, representatives, and agents (collectively, the "Talon Indemnified Parties") from and against any Losses resulting from, arising out of, relating to, or caused by:

(i) any breach or inaccuracy of the representations and warranties set forth in Schedule B;
(ii) fraud under Applicable Law;
(iii) without duplication with Section 8.1(a)(i) hereof, all Lundin Pre-Closing Taxes; or

(iv) any breach or non-fulfilment of, or non-compliance with, any covenant or agreement made by Lundin in this Agreement.

(b) The Talon Parties shall jointly and severally be responsible for, shall pay or cause to be paid, and shall indemnify, defend, release and hold harmless Lundin, its affiliates and its respective officers, directors, employees, representatives, and agents (collectively, the "Lundin Indemnified Parties") from and against any Losses resulting from, arising out of, relating to, or caused by:

(i) any breach or inaccuracy of the representations and warranties set forth in Schedule A;
(ii) fraud under Applicable Law; or
(iii) any breach or non-fulfilment of, or non-compliance with, any covenant or agreement made by a Talon Party in this Agreement.

8.2 Recourse

(a) Subject to Section 8.2(b), the Parties agree that the sole and exclusive remedy for any Losses arising from any breach or inaccuracy of any representation or warranty in this Agreement shall be to the indemnification provisions set out in Section 8.1(a)(i) and 8.1(b)(i), as applicable. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation or warranty set out herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties and their affiliates and each of their respective directors, officers, employees, representatives and agents arising under or based upon any Law, except for fraud, injunctive relief, and pursuant to the indemnification provisions set out in this Article 8.

(b) For the avoidance of doubt, Section 8.2(a) shall not apply in relation to remedies relating to any breach or non-fulfilment of, or non-compliance with, any covenant or agreement by any Party to this Agreement. In addition to the indemnification provisions set out in Sections 8.1(a)(iv) and 8.1(b)(iii), the Parties acknowledge and agree that: (i) the other Parties shall be entitled to an injunction, specific performance, or other equitable relief to prevent any breaches or non-fulfilment of, or non-compliance with, any covenant or agreement by any Party and to enforce specifically the terms and provisions hereof, without proof of damages and without posting a bond or other security, prior to the valid termination of this Agreement, this being in addition to any other remedy to which such other Parties are entitled under this Agreement; and (ii) the right to obtain an injunction, specific performance, or other equitable relief in respect of any covenant or agreement by any Party to this Agreement is an integral part of the transactions contemplated by this Agreement.

8.3 Time Limitation

Liability for the representations and warranties contained in this Agreement shall be limited as follows:

(a) Lundin shall remain liable for any Claim in relation to a breach of a Lundin Fundamental Representation and for Lundin Pre-Closing Taxes indefinitely, subject to any statute of limitations under Applicable Law;

(b) the Talon Parties shall remain liable for any Claim in relation to a breach of a Talon Fundamental Representation indefinitely, subject to any statute of limitations under Applicable Law;

(c) the Talon Parties shall remain liable for any Claim in relation to a breach of a Talon Tax Representation until the date which is 90 days after the expiration of the applicable statute of limitations;

(d) Lundin shall remain liable for any Claim in relation to a breach of a Lundin Environmental Representation, and the Talon Parties shall remain liable for any Claim in relation to a breach of a Talon Environmental Representation, in each case, until the date which is the fifth anniversary of the Closing Date; and

(e) the Parties shall remain liable for all Claims, other than those set out in Sections 8.3(a), 8.3(b), 8.3(c) and 8.3(d), until the date which is 18 months following the Closing Date.

8.4 Monetary Limitation

(a) The aggregate liability of Lundin:

(i) in respect of any Claims in relation to: (i) a breach of a Lundin Fundamental Representation; or (ii) a breach or non-fulfilment of, or non-compliance with, any covenant or agreement by Lundin (except in respect of any covenant or agreement by Lundin set forth in Section 2.7), shall not exceed the Indemnity Cap;

(ii) in respect of Lundin Pre-Closing Taxes and in respect of any Claims in relation to a breach or non-fulfilment of, or non-compliance with, any covenant or agreement by Lundin set forth in Section 2.7, shall not be subject to any monetary limitation;

(iii) in respect of any Claims in relation to a breach of a Lundin Environmental Representation, shall not exceed 20% of the Indemnity Cap; and

(iv) in respect of any other Claims, shall not exceed 10% of the Indemnity Cap.

(b) The aggregate liability of the Talon Parties:

(i) in respect of any Claims in relation to: (i) a breach of a Talon Fundamental Representation; or (ii) a breach or non-fulfilment of, or non-compliance with, any covenant or agreement by the Talon Parties (except in respect of any covenant or agreement by the Talon Parties set forth in Section 2.7), shall not exceed the Indemnity Cap;

(ii) in respect of any Claims in relation to a breach or non-fulfilment of, or non-compliance with, any covenant or agreement by the Talon Parties set forth in Section 2.7, shall not be subject to any monetary limitation; and

(iii) in respect of any other Claims, shall not exceed 10% of the Indemnity Cap.

(c) Subject to Section 8.4(d), the Parties shall not be obligated to indemnify, defend, release and hold harmless the Lundin Indemnified Parties and the Talon Indemnified Parties, as applicable, unless and until the aggregate of all such Losses exceeds 1% of the Indemnity Cap (the "Threshold"), excluding any Losses in respect of any individual Claims which are less than $70,000 (the "De Minimis Amount"). Once the Threshold is reached (or in the

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event of Losses that are not liquidated in amount at the time the relevant Party asserts a claim for indemnification or defense, it is reasonable to believe that such Losses could have a monetary consequence greater than the Threshold), the Parties' indemnification obligations pursuant to Section 8.1 shall apply from the first dollar of Loss, including the portion that constitutes the Threshold but excluding any Losses in respect of individual Claims which are less than the De Minimis Amount.

(d) The Parties' indemnification obligations pursuant to Section 8.1 shall apply in respect of Losses as a result of any breach or inaccuracy of the Lundin Fundamental Representations or representations in respect of Lundin Pre-Closing Taxes or the Talon Fundamental Representations, as the case may be, from the first dollar of Loss and the Threshold shall not apply.

8.5 Double recovery

A Party shall have the right to asset claims for indemnification under or in respect of more than one provision in this Agreement in respect of any fact, event, condition or circumstance. However, a Party shall not be entitled to recover the same Loss more than once; provided, however, that this limitation shall not reduce or eliminate any rights to recover separate or additional Losses under this Agreement. For all purposes of this Section 8.5, Losses shall include the full amount of any Losses suffered by the indemnified Party and shall not be reduced by any insurance or other recoveries unless and until such recoveries are actually received in cleared funds by the indemnified Party. Any such recoveries shall only reduce the Losses to the extent they are attributable solely to such Losses and are net of all related costs and expenses incurred in obtaining such recoveries.

8.6 Duty to Mitigate

Each Party shall take, and cause its affiliates to take, reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise to such Loss, including incurring costs necessary to remedy the breach, to the extent required by Applicable Law. Any costs or expenses, insurance deductibles and reasonable and documented attorneys' fees and costs arising out of such mitigation shall be indemnifiable Losses.

ARTICLE 9 NOTICES

9.1 Notices

All notices that may or are required to be given pursuant to any provision of this Agreement are to be given or made in writing and served personally, delivered by overnight courier or sent by email transmission:

(a) in the case of the Talon Parties, to:

Talon Metals Corp.
161 Bay Street, Suite 2700
Toronto, Ontario

Attention: Mike Kicis
Email: [Redacted: Personal information.]

with a copy (which shall not constitute notice) to:

Cassels Brock & Blackwell LLP

Bay Adelaide Centre – North Tower
40 Temperance St, Suite 3200
Toronto, ON M5H 0B4

Attention: Chad Accursi / Lindsay Clements
Email: [email protected] / [email protected]

(b) in the case of Lundin, to:

Lundin Mining Corporation
1055 Dunsmuir St, Suite 2800
Vancouver, BC V7X 1L2

Attention: Quinn Yong
Email: [Redacted: Personal information.]

with a copy (which shall not constitute notice) to:

Blake, Cassels & Graydon LLP
1133 Melville St, Suite 3500
Vancouver, BC V6E 4E5

Attention: Susan Tomaine
Email: [email protected]

or such other address as a Party may, from time to time, advise the other Parties by notice in writing. The date or time of receipt of any such notice will be deemed to be the date of delivery or the time such email transmission is received.

ARTICLE 10

GENERAL

10.1 Survival

All provisions of this Agreement and of any other certificate or instrument delivered pursuant to this Agreement, other than the conditions in Article 5, shall not merge on Closing but shall survive the execution, delivery and performance of this Agreement and the Closing and the execution and delivery of any transfer documents or other documents of title to the Talon Consideration Shares or the Lundin SubCo Closing Date Shares, as applicable, and all other agreements, certificates and instruments delivered pursuant to this Agreement.

10.2 Entire Agreement

This Agreement, together with the Confidentiality Agreement, the Production Payment Agreement, the Investor Rights Agreement, the Lock-Up Agreement, the Transitional Services Agreement and the Specified Indemnity Agreement, constitutes the entire agreement between the Parties pertaining to the subject matter hereof (including the Mutual Exclusivity Agreement) and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof. To the extent there is any inconsistency between this Agreement and the Confidentiality Agreement, the Production Payment Agreement, the Investor Rights Agreement, the Lock-Up Agreement or the Transitional Services Agreement, this Agreement shall supersede such other agreement or agreements.

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10.3 Binding Effect

This Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.

10.4 Assignment

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties without the prior written consent of the other Parties.

10.5 Expenses

Except as contemplated herein, all expenses incurred in connection with this Agreement and the Transaction, including all costs, expenses and fees incurred prior to or after the Closing Date in connection with, or incidental to, the Transaction, shall be paid by the Party incurring such expenses, whether or not the Transaction is completed.

10.6 Severability

If any one or more of the provisions or parts contained in this Agreement should be or become invalid, illegal or unenforceable in any respect, the remaining provisions or parts contained herein shall be and shall be conclusively deemed to be severable therefrom and the validity, legality or enforceability of such remaining provisions or parts shall not in any way be affected or impaired by the severance of the provisions or parts so severed. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

10.7 Further Assurances

Each Party shall, from time to time and at all times hereafter, at the request of the other Parties, but without further consideration, do all such further acts, and execute and deliver all such further documents and instruments and provide all such further assurances as may be reasonably required in order to fully perform and carry out the terms and intent thereof.

10.8 Interpretation Not Affected by Party Drafting

The Parties acknowledge that their respective legal counsel have reviewed and participated in settling the terms of this Agreement, and the Parties agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting Party will not be applicable in the interpretation of this Agreement.

10.9 Specific Performance

Each of the Parties agrees that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by the other Party or Parties in accordance with the terms thereof. It is accordingly agreed that each Party shall be entitled to an injunction or injunctions and other equitable relief to restrain or prevent any breach or threatened breach of the covenants or agreements of any Party or other provisions set forth in this Agreement or to otherwise obtain specific performance of any such acts, covenants, agreements or provisions, without the necessity of posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.

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10.10 Time of Essence

Time shall be of the essence of this Agreement.

10.11 Applicable Law and Enforcement

This Agreement shall be governed, including as to validity, interpretation and effect, by the Laws of the Province of Ontario and the Laws of Canada applicable therein. The Parties hereby irrevocably submit and attorn to the exclusive jurisdiction of the courts of the Province of Ontario in respect of all matters arising out of this Agreement.

10.12 Waiver

Lundin (on its own behalf only) and Talon (on its and Talon USA's behalf) may: (a) extend the time for the performance of any of the obligations or acts of the other Party or Parties; (b) waive compliance with such other Party's or Parties' agreements or the fulfillment of any conditions to its own obligations contained herein; or (c) waive inaccuracies in such other Party's or Parties' representations or warranties contained herein or in any document delivered by such other Party or Parties; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such waiving Party and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived.

10.13 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. To evidence its execution of an original counterpart of this Agreement, a Party may send a copy of its original signature on the execution page hereof to the other Parties by e-mail or by other electronic transmission and such transmission shall constitute delivery of an executed copy of this Agreement to the receiving Party.

[Signature page follows]

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

TALON METALS CORP.

By: “signed”
Name: Mike Kicis
Title: President

TALON METALS (USA) INC.

By: “signed”
Name: Mike Kicis
Title: President

LUNDIN MINING CORPORATION

By: “signed”
Name: Teitur Poulsen
Title: Executive Vice President and Chief Financial Officer

By: “signed”
Name: Peter Brady
Title: Executive Vice President and General Counsel

[Signature Page – Share Purchase Agreement]

SCHEDULE A
REPRESENTATIONS AND WARRANTIES OF TALON PARTIES

(a) Organization and Qualification.

(i) Talon is a company duly incorporated, validly existing and in good standing under the Laws of the British Virgin Islands, and has the requisite corporate and legal power and capacity to own its assets as now owned and to carry on its business as now conducted. Talon is duly qualified to carry on business in each jurisdiction in which the nature or character of its properties and assets, owned, leased or operated by it, or the nature of its business or activities, makes such qualification necessary.

(ii) Talon USA is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, and has the requisite corporate and legal power and capacity to own its assets as now owned and to carry on its business as now conducted. Talon USA is duly qualified to carry on business in each jurisdiction in which the nature or character of its properties and assets, owned, leased or operated by it, or the nature of its business or activities, makes such qualification necessary.

(b) Corporate Authorization. Each Talon Party has the requisite corporate power, authority and capacity to execute and deliver this Agreement and all Ancillary Transaction Agreements to which it is, or shall become, a party and to carry out its obligations hereunder and under all such Ancillary Transaction Agreements. The execution and delivery by each of Talon and Talon USA of this Agreement and all Ancillary Transaction Agreements to which it is, or shall become, a party, the performance by the Talon Parties of their respective obligations hereunder and under all such Ancillary Transaction Agreements, and the completion of the Transaction and the other transactions contemplated by this Agreement and such Ancillary Transaction Agreements have been duly authorized by the Talon Board and by the board of directors of Talon USA and no other corporate proceedings on the part of the part of Talon or Talon USA are necessary to authorize this Agreement, the Ancillary Transaction Agreements to which it is, or shall become, a party or the completion of the Transaction and the other transactions contemplated by this Agreement and such Ancillary Transaction Agreements.

(c) Execution and Enforceability. This Agreement has been, and upon execution and delivery thereof, each applicable Ancillary Transaction Agreement shall be, duly executed and delivered by Talon and Talon USA, as applicable. This Agreement constitutes and, upon execution and delivery thereof, each Ancillary Transaction Agreement to which Talon or Talon USA is a party shall constitute (assuming due authorization, execution and delivery of such agreements by all other parties thereto), a legal, valid and binding obligation of Talon and Talon USA, as applicable, enforceable against it in accordance with the terms thereof, subject only to limitations on enforcement imposed by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other Applicable Laws relating to or affecting the availability of equitable remedies and the enforcement of creditors' rights generally and general principles of equity and public policy and to the qualification that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction.

(d) Subsidiaries.

(i) Schedule 4.1(d)(i) of the Talon Disclosure Letter accurately sets forth the following information with respect to each Subsidiary of Talon: (A) its name and jurisdiction of incorporation, organization or formation; (B) its authorized, issued and outstanding securities (including partnership interests); and (C) the number, type, class (as

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applicable) and percentage of issued and outstanding securities of such Subsidiary owned directly or indirectly by Talon.

(ii) Neither Talon nor any Subsidiary of Talon: (A) beneficially owns any securities or other ownership interests in any other Person; (B) has any outstanding agreement, subscription, warrant, option, right or commitment to acquire any securities or other ownership interests in any other Person; or (C) is a partner of any partnerships, limited partnerships or joint ventures.

(iii) Each of Talon's Subsidiaries is duly incorporated, organized or formed, as applicable, validly existing and in good standing under the Laws of the jurisdiction of incorporation, formation or organization indicated in Schedule 4.1(d)(i) of the Talon Disclosure Letter for each of Talon's Subsidiaries and has the requisite power and capacity to own its assets as now owned and to carry on its business as it is now being carried on. Each of Talon's Subsidiaries is duly qualified to carry on business in each jurisdiction in which the nature or character of its properties and assets, owned, leased or operated by it, or the nature of its business or activities, makes such qualification necessary.

(iv) Except as disclosed in Schedule 4.1(d)(iv) of the Talon Disclosure Letter, Talon is the beneficial owner of all of the outstanding securities of each of its Subsidiaries and none of its Subsidiaries has any outstanding agreement, subscription, warrant, option, right or commitment (nor has any of Talon's Subsidiaries granted any right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment) obligating it to issue or sell any of its securities, including any security or obligation of any kind convertible into or exchangeable or exercisable for any shares or other securities of such Subsidiary. All of the issued and outstanding securities of each of Talon's Subsidiaries: (A) have been duly authorized and validly issued in compliance with Applicable Law; (B) are fully-paid and non-assessable (in the case of shares); and (C) are owned, directly or indirectly, by Talon free and clear of all Encumbrances (except pursuant to restrictions on transfer contained in the Constating Documents of such Subsidiary) and are free of any other restrictions including any restrictions on the right to vote, sell or otherwise dispose of such securities.

(v) None of Talon's Subsidiaries are currently prohibited, directly or indirectly, from paying any dividends to Talon or any of its other Subsidiaries, from making any other distribution on such Subsidiary's securities or other ownership interests, or from repaying to Talon or any of its other Subsidiaries any indebtedness owing by such Subsidiary to Talon or any of its other Subsidiaries.

(i) the TSX Conditional Approval;

(ii) customary filings with the relevant Governmental Authorities required under Applicable Law to give effect to the Talon Share Consolidation;

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(iii) customary filings with the relevant Governmental Authorities (including the TSX) required under Applicable Canadian Securities Laws; and
(iv) any other Permits, filings or notifications with respect to which the failure to obtain or make same would not result in or reasonably be expected to result in (individually or in the aggregate), a Material Adverse Change in respect of Talon and its Subsidiaries, taken as a whole, or which would reasonably be expected to prevent, materially impede or significantly delay the completion of the Transaction or the other transactions contemplated hereby or by the Ancillary Transaction Agreements.

(f) No Violations. The execution and delivery by each of Talon and Talon USA of this Agreement or any Ancillary Transaction Agreement to which it is, or shall become, a party, the performance of their respective obligations hereunder or under such Ancillary Transaction Agreements and the completion of the Transaction and the other transactions contemplated by this Agreement and such Ancillary Transaction Agreements do not and will not (nor will they with the giving of notice, the lapse of time or the happening of any other event or condition both) result in or constitute any of the following:

(i) a violation or breach of, conflict with, constitute a default or require any consent (other than the Material Third Party Consents that relate to Talon or Talon USA and such other consents as have already been obtained) to be obtained under, or give rise to any termination rights or payment obligations under, any provision of:

(A) the Constating Documents of Talon or any of its Subsidiaries; or
(B) any note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, Encumbrance, Contract or other instrument or obligation to which Talon or any of its Subsidiaries is a party or to which any of them, or any of their respective properties or assets is subject or by which Talon or any of its Subsidiaries is bound;

(ii) the suspension, revocation or termination of any material authorization, consent, approval or Permit of Talon or its Subsidiaries currently in effect;
(iii) subject to compliance with the matters referred to in paragraph (e) of this Schedule A, the contravention, breach or conflict with or result in a violation of any Applicable Law or Order applicable to Talon, any of its Subsidiaries or any of their respective properties or assets; or
(iv) the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) upon any property or assets of Talon or any of its Subsidiaries, or restrict, hinder, impair or limit Talon's or its Subsidiaries' ability to carry on their business as and where it is now being carried on,

except, other than in the case of paragraph (f)(i)(A), as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on Talon and its Subsidiaries, taken as a whole.

(g) Capitalization.

(i) As of the date of this Agreement, the authorized number of shares of Talon consists of 100,000,000,000 Talon Shares. As of the date of this Agreement, there were 1,175,302,181 Talon Shares issued and outstanding. As at the close of business on

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the Business Day immediately prior to the date of this Agreement, there were: (A) 128,411,729 Talon Options outstanding providing for the issuance of an aggregate of 128,411,729 Talon Shares upon the exercise thereof; and (B) 104,162,796 Talon Warrants outstanding providing for the issuance of an aggregate of 104,162,796 Talon Shares upon the exercise thereof.

(ii) As of the date of this Agreement, the authorized capital of Talon USA consists of 1,000 shares of common stock of Talon USA. As at the date of this Agreement, there are 1,000 shares of common stock of Talon USA issued and outstanding, which shares are owned directly by Talon CloudMine free and clear of all Encumbrances (except pursuant to restrictions on transfer contained in the Constating Documents of Talon USA).

(iii) All outstanding Talon Shares have been duly authorized and validly issued in compliance with Applicable Law, are fully paid and non-assessable, and are not subject to, nor were they issued in violation of, pre-emptive or similar rights of any Person. All outstanding Talon Convertible Securities have been duly authorized and validly issued or granted in compliance with Applicable Law (and, in the case of Talon Options, the Talon Option Plan) and all Talon Shares issuable upon the exercise of the Talon Convertible Securities in accordance with their terms will be duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive or similar rights of any Person.

(iv) Schedule 4.1(g)(iv) of the Talon Disclosure Letter sets forth a summary, as at the close of business on the Business Day immediately prior to the date of this Agreement and to the extent applicable, of all outstanding Talon Convertible Securities, including the number, exercise price, date of grant and expiration dates of such Talon Convertible Securities. Except as set out in Schedule 4.1(g)(iv) of the Talon Disclosure Letter and pursuant to the Talon Shareholder Rights Plan, Talon has no other outstanding agreement, subscription, warrant, option, right or commitment or other right or privilege (whether by law, pre-emptive or contractual), nor has it granted any right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment, obligating it to issue or sell any Talon Shares or other equity or voting securities, including any security or obligation of any kind convertible into or exchangeable or exercisable for any Talon Shares or other equity or voting securities of Talon.

(v) There are no outstanding contractual obligations of Talon to repurchase, redeem or otherwise acquire any Talon Shares.

(vi) Other than the Concurrent Private Placement, Talon does not have any share or stock appreciation right, phantom equity, restricted share unit, deferred share unit or similar right, agreement, arrangement or commitment based on the book value, Talon Share price, income or any other attribute of or related to Talon.

(vii) The Talon Shares are listed and posted for trading on the TSX and the Frankfurt Stock Exchange and trade on the OTC (Pink) Market and, except for such listings and trading, no securities of Talon are listed or quoted for trading on any other stock or securities exchange or market or registered under any securities Laws.

(viii) No holder of securities issued by Talon or any of its Subsidiaries has any right to compel Talon or any of its Subsidiaries to register or otherwise qualify securities for public sale in Canada, the United States, or elsewhere.

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(h) Shareholders' and Similar Agreements.

(i) There are no shareholder or similar agreements governing the affairs of Talon or any of its Subsidiaries or the relationship, rights and duties of its securityholders, nor are there any voting trusts, pooling arrangements or other similar agreements with respect to the ownership or voting of any securities of Talon or any of its Subsidiaries.

(ii) Other than the Talon Shareholder Rights Plan, Talon does not have in place, and the Talon Shareholders have not adopted or approved, any shareholders rights plan or a similar plan giving rights to acquire additional Talon Shares upon the execution and delivery of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement or the Ancillary Transaction Agreements.

(iii) Each of the Transaction, the Concurrent Private Placement, the other transactions contemplated by this Agreement and the transactions contemplated by the Ancillary Transaction Agreements constitutes (or will constitute) an "Exempt Acquisition" (as defined in the Talon Shareholder Rights Plan) for the purposes of the Talon Shareholder Rights Plan and will not result in any rights thereunder, including any rights to acquire additional Talon Shares upon the execution and delivery of this Agreement or the consummation of the Transaction, the Concurrent Private Placement or the other transactions contemplated by this Agreement or the Ancillary Transaction Agreements.

(i) Consideration Shares. The Talon Consideration Shares have been duly allotted and reserved for issuance and will be, when issued in accordance with the terms of this Agreement, duly authorized and validly issued as fully paid and non-assessable shares of Talon.

(j) Canadian Securities Laws Matters.

(i) Talon is a "reporting issuer" under Applicable Canadian Securities Laws in each of the provinces and territories of Canada and is not on the list of reporting issuers in default under Applicable Canadian Securities Laws. No Securities Authority has issued any Order preventing or suspending trading of any securities of Talon and Talon is not in default under, and is in material compliance with, all Applicable Canadian Securities Laws.

(ii) Trading in the Talon Shares on the TSX is not currently halted or suspended. No delisting, suspension of trading or cease trading or other Order with respect to any securities of Talon is pending, in effect or, to the knowledge of the Talon Parties, threatened and no formal or informal Proceeding by any Securities Authority or the TSX is in effect or ongoing or expected to be implemented or undertaken. Talon has not taken any action to cease to be a reporting issuer in any province or territory of Canada nor has Talon received notification from any Securities Authority seeking to revoke the reporting issuer status of Talon.

(iii) Talon is not subject to continuous disclosure or other public reporting requirements under the securities Laws of any jurisdiction outside of Canada. Talon's Subsidiaries are not subject to continuous disclosure or other public reporting requirements under Applicable Canadian Securities Laws or the securities Laws of any other jurisdiction.

(iv) The documents and information comprising the Talon Public Record, as at the respective dates they were filed, were in compliance in all material respects with Applicable Canadian Securities Laws, (including, where applicable, the rules, policies

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and regulations of the TSX) and did not contain any Misrepresentations. Talon is up to date in all forms, reports, statements and documents, including financial statements and management's discussion and analysis, required to be filed by Talon under Applicable Canadian Securities Laws. Talon has not filed any confidential material change report that at the date of this Agreement remains confidential. There are no outstanding or unresolved comments in comment letters from any Governmental Authority with respect to any of the Talon Public Record and neither Talon nor any of the Talon Public Record is, to its knowledge, subject of an ongoing audit, review, comment or investigation by any Securities Authority or the TSX.

(k) U.S. Securities Law Matters.

(i) Talon is a "foreign private issuer" within the meaning of Rule 405 of Regulation C under the U.S. Securities Act.

(ii) Neither Talon nor any of its Subsidiaries is registered or required to be registered as an "investment company" under the United States Investment Company Act of 1940, as amended.

(iii) Talon is not currently subject to the reporting requirements of the United States Securities Exchange Act of 1934, as amended.

(iv) Neither Talon nor any Person acting on behalf of Talon has engaged in Directed Selling Efforts in the United States with respect to the Talon Consideration Shares.

(l) Financial Reports.

(i) The Talon Financial Statements have been, and all financial statements of Talon which are publicly disseminated by Talon in respect of any subsequent periods prior to the Closing Date will be, prepared in accordance with IFRS applied on a basis consistent with those of previous periods (except: (A) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Talon's independent auditors or (B) in the case of unaudited interim statements, to the extent they are subject to normal year-end adjustments) and in accordance with Applicable Laws. The Talon Financial Statements, together with the related management's discussion and analysis, present fairly, the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of Talon and its Subsidiaries, on a consolidated basis, as at the respective dates thereof and the losses, comprehensive losses, results of operations, changes in shareholders' equity and cash flows of Talon for the periods covered thereby (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any. Talon does not intend to correct or restate, nor is there any basis for any correction or restatement of, any aspect of any of the Talon Financial Statements.

(ii) Neither Talon nor its Subsidiaries is a party to, or has any commitment to become a party to, any off-balance sheet transaction, arrangement, obligation or other relationship or any similar Contract (including any Contract relating to any transaction or relationship between or among Talon or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person, on the other hand) where the result, purpose or effect of such transaction, arrangement, obligation, relationship or contract is to avoid disclosure of

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any material transaction involving, or material liabilities of, Talon or its Subsidiaries, in the Talon Public Record.

(m) Disclosure Controls and Internal Control over Financial Reporting.

(i) Talon has established and maintains a system of "disclosure controls and procedures" (as such term is defined in NI 52-109) that are designed to provide reasonable assurance that information required to be disclosed by Talon in its annual filings, interim filings or other reports filed or submitted by it under Applicable Canadian Securities Laws is recorded, processed, summarized and reported within the time periods specified in Applicable Canadian Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Talon in its annual filings, interim filings or other reports filed or submitted under Applicable Canadian Securities Laws are accumulated and communicated to Talon's management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

(ii) Management of Talon has designed a process of "internal control over financial reporting" (as such term is defined in NI 52-109) for Talon to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and has otherwise complied with NI 52-109.

(iii) To the knowledge of Talon: (A) there is no "material weakness" (as such term is defined in NI 52-109) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Talon; and (B) none of Talon, any of its Subsidiaries or any of their respective Representatives has received or otherwise obtained knowledge of any Proceeding, notice, complaint, allegation or assertion, or claim (whether written or oral) regarding the accounting or auditing practices, deficiencies, procedures, methodologies or methods of Talon or its Subsidiaries or their respective internal accounting controls or in the design or operation of internal controls, including any Proceeding, notice, complaint, allegation or assertion that Talon or its Subsidiaries has engaged in questionable accounting or auditing practices or any expression of concern from its Representatives regarding questionable accounting or auditing matters.

(n) Absence of Undisclosed Liabilities. Except: (i) for liabilities and obligations that are specifically presented on the consolidated statements of financial position of Talon as at December 31, 2024 and December 31, 2023 included in the Talon Financial Statements or disclosed in the notes thereto; (ii) for liabilities and obligations incurred in the Ordinary Course since December 31, 2024; or (iii) pursuant to or in connection with this Agreement and the transactions contemplated hereby, neither Talon nor its Subsidiaries has incurred any liabilities or obligations of any nature (whether or not accrued, contingent or otherwise) and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar Contract with respect to the obligations, liabilities or indebtedness of any Person.

(o) Hedging. Neither Talon nor any of its Subsidiaries has any foreign currency or commodity hedging arrangements in effect.

(p) Auditors. Talon's auditors are independent with respect to Talon within the meaning of the rules of professional conduct applicable to auditors in Canada and there has never been a

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"reportable event" (as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations) with the present or any former auditors of Talon.

(q) Absence of Certain Changes. Since September 30, 2025, except for: (i) the transactions contemplated by this Agreement, the Subscription Agreement or the Ancillary Transaction Agreements or as disclosed in Schedule 4.1(q) of the Talon Disclosure Letter; or (ii) as disclosed in the Talon Public Record prior to the date of this Agreement, Talon and its Subsidiaries have carried on their business in the Ordinary Course and there has not been any change, event, fact or occurrence which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Talon and its Subsidiaries, taken as a whole.

(r) Compliance with Laws.

(i) The business and operations of Talon and its Subsidiaries have been and are currently being conducted in compliance in all material respects with Applicable Law and neither of Talon nor any of its Subsidiaries have received any notice, report, or complaint of any kind for potential unlawful conduct or of any alleged violation of Applicable Law.

(ii) Talon and each of its Subsidiaries have complied with, and are currently in compliance with, the Corruption of Foreign Public Officials Act (Canada), the U.S. Foreign Corrupt Practices Act of 1977, and all other Applicable Laws relating to bribery or corruption (collectively, "Anti-Corruption Laws"). Neither Talon nor any of its Subsidiaries nor, to the knowledge of the Talon Parties, any of their Representatives acting on behalf of Talon or any of its Subsidiaries, has taken any action, either directly or indirectly, that would result in a violation of the Anti-Corruption Laws.

(iii) Talon, each of its Subsidiaries and their respective Representatives are and have at all times been in material compliance with all applicable anti-money laundering laws and regulations (collectively, "AML Laws").

(iv) Talon and each of its Subsidiaries have not violated any Applicable Laws, regulations governing exports, imports or re-exports to or from any country, including the export or re-export of goods, services or technical data from such country, or imposing trade embargoes or economic sanctions against other countries or Persons (such legal requirements being collectively referred to as "Export Controls").

(v) There is no pending or ongoing enforcement action against Talon or any of its Subsidiaries or, to the knowledge of the Talon Parties, any of their Representatives acting on behalf of Talon or any of its Subsidiaries, relating to any violation of any AML Laws or Export Controls related to the business of Talon and its Subsidiaries and, to the knowledge of the Talon Parties there is no pending or ongoing investigation or inquiry relating to any such violation or potential violation.

(vi) To the knowledge of the Talon Parties, there have been no material violations or contraventions of the Code of Business Conduct and Ethics adopted by the Talon Board by any Talon Employees or any director or Representative of Talon or its Subsidiaries. No variation, exception, waiver or management override from compliance with the Code of Business Conduct and Ethics adopted by the Talon Board has been granted, in writing or otherwise, to any Person.

(s) Sanctions. Neither Talon nor any of its Subsidiaries nor, to the knowledge of the Talon Parties, any of their Representatives, is a Sanctioned Person. Neither Talon nor any of its Subsidiaries:

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(i) has assets or operations located in a jurisdiction in violation of Sanctions Laws; or
(ii) directly or indirectly derives revenues from or engages in investments, dealings, activities or transactions with any Sanctioned Person or which otherwise violate Sanctions Laws.

(t) Permits.

(i) Each of Talon and its Subsidiaries has identified, obtained, acquired or entered into, and are in compliance with all Permits required by Applicable Laws necessary to conduct their business as is now being conducted (as described in the Talon Public Record).

(ii) Any and all of the Permits pursuant to which Talon or its Subsidiaries holds or will hold an interest in its properties and assets (including any interest in, or right to earn an interest in, any mineral property) are valid and subsisting permits, certificates, agreements, leases, licenses, documents or instruments in full force and effect, enforceable in accordance with terms thereof. All such Permits are in good standing and there has been no default under any such Permit, except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on Talon and its Subsidiaries, taken as a whole.

(iii) There are no Proceedings pending or, to the knowledge of the Talon Parties, threatened, against Talon or any of its Subsidiaries that, if successful, could reasonably be expected to result in the suspension, loss or revocation of any such Permits.

(iv) Neither Talon nor any of its Subsidiaries have received any notice, communication, or warning from any Governmental Authority that Talon or any of its Subsidiaries is, or may be, in violation of any terms, conditions or provisions of any of the Permits.

(u) Litigation. Except as set out in Schedule 4.1(u) of the Talon Disclosure Letter:

(i) there are no Proceedings in progress, pending or, to the knowledge of the Talon Parties, threatened against, involving or affecting Talon or any of its Subsidiaries, or affecting any of their respective property or assets or title thereto nor, to the knowledge of the Talon Parties, is there any factual or legal basis on which any such Proceeding may be commenced; and

(ii) there is no Order of any Governmental Authority outstanding against or affecting Talon or any of its Subsidiaries, or affecting any of their respective property or assets.

(v) Bankruptcy and Insolvency.

(i) No act or proceeding has been taken by or against Talon or any of its Subsidiaries in connection with the dissolution, liquidation, winding up, bankruptcy, reorganization, compromise or arrangement of Talon or any of its Subsidiaries or for the appointment of a trustee, receiver, manager or other administrator of Talon or any of its Subsidiaries or any of their respective properties or assets nor, to the knowledge of the Talon Parties, is any such act or proceeding threatened.

(ii) Neither Talon nor any of its Subsidiaries has sought protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada), the U.S. Bankruptcy Code, the Insolvency Act, 2003 (as amended) of the British Virgin Islands, or similar Applicable Laws.

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(w) Operational Matters. All rentals, royalties (whether statutory or contractual), overriding royalty interests, production payments, net profits, earn-outs, streaming agreements, metal prepayment or similar agreements, interest burdens, payments and obligations due and payable, or performable, as the case may be, on or prior to the date of this Agreement under, with respect to, or on account of, any direct or indirect assets of Talon and its Subsidiaries, have been: (i) duly paid; (ii) duly performed; or (iii) provided for prior to the date of this Agreement.

(x) Company Obligations. All costs, expenses and liabilities payable on or prior to the date of this Agreement under the terms of any Contracts and agreements to which Talon or any of its Subsidiaries is directly or indirectly bound have been properly and timely paid, except for such expenses that are being currently paid prior to delinquency in the Ordinary Course.

(y) Interest in Material Property.

(i) Talon or one of the Talon Material Subsidiaries holds freehold title, mining leases, mining claims, mining licences, mining concessions, or other conventional proprietary interests or rights ("Mineral Title") recognized in the jurisdiction in which the Talon Material Property is located, in respect of the ore bodies and minerals in such mining property under valid, subsisting and enforceable title documents, contracts, leases, licenses of occupation, licences, mining concessions, permits, or other recognized and enforceable instruments and documents, sufficient to permit Talon or one of the Talon Material Subsidiaries, as the case may be, to carry out its current operations. In addition, Talon or one of the Talon Material Subsidiaries has all necessary surface rights, access rights and water rights, and all other presently required rights and interests granting Talon or one of the Talon Material Subsidiaries, as the case may be, the rights and ability to carry out its current operations. Each of the aforementioned interests and rights is currently in good standing except those interests and rights which, if not kept in good standing, would not have a Material Adverse Effect.

(ii) To the best of the knowledge, information and belief of the Talon Parties, all assessments or other work required to be performed in relation to the Mineral Title of Talon and each of the Talon Material Subsidiaries, in order to maintain their interest in the Talon Material Property, if any, have been performed to date and Talon and each of the Talon Material Subsidiaries has complied in all material respects with all applicable Laws in connection with such work and assessments as well as with regard to legal, contractual obligations to third parties in connection with such work and assessments except in respect of Mineral Title that Talon or a Talon Material Subsidiary intends to abandon or relinquish.

(iii) Except and to the extent set out in Schedule 4.1(y)(iii) of the Talon Disclosure Letter:

(A) all of the agreements and other documents and instruments pursuant to which Talon or any Talon Material Subsidiary holds the property and assets of the Talon Material Property (including any interest in, or right to earn an interest in, any Mineral Title or other property right related thereto) (collectively, the "Material Mining Agreements") are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof;

(B) none of Talon nor any Talon Material Subsidiary has received written or oral notice of the termination, cancellation, or declaration of invalidity or unenforceability by any Person of any Material Mining Agreement or Mineral Title, or has become aware of any intention on the part of, nor has there been

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any announcement by, any Person to terminate, cancel, declare invalid or unenforceable or revoke any Material Mining Agreement or Mineral Title;

(C) none of Talon nor any Talon Material Subsidiary is in default of any provision of any Material Mining Agreement nor has any such default been alleged, and the properties and assets of the Talon Material Property are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and claims pursuant to which Talon or any Talon Material Subsidiary derive the interests thereof in such property and assets are in good standing and there has been no default under any such lease, licence or claim and all taxes required to be paid with respect to such properties and assets to the date hereof have been paid; and

(D) none of the properties (or any interest in, or right to earn an interest in, any such property) or other assets of Talon or any Talon Material Subsidiary is subject to any right of first refusal or purchase or acquisition right.

(iv) To the best of the knowledge, information and belief of the Talon Parties, none of the directors or officers of Talon or any of its Subsidiaries holds any right, title or interest in, nor has taken any action to obtain, directly or indirectly, any right, title and interest in the Talon Material Property or in any Permit, patented or unpatented mining claim, lease, licence or other right to explore for, exploit, develop, mine or produce minerals from or in any manner in relation to the Talon Material Property or any other properties located within 20 kilometres of the Talon Material Property.

(v) No Person has any written or verbal Contract or option or any right or privilege capable of becoming a Contract or option for the purchase from Talon or any of its Subsidiaries of any of the assets of Talon or its Subsidiaries. Neither Talon nor any of its Subsidiaries is obligated under any prepayment Contract or other prepayment arrangement to deliver mineral products at some future time without then receiving full payment therefor.

(z) Expropriation. No Talon Property or any other property or asset of Talon or any of its Subsidiaries has been taken or expropriated by any Governmental Authority, nor has any notice or Proceeding in respect thereof been given or commenced nor, to the knowledge of the Talon Parties, is there any intent or proposal to give any such notice or to commence any such Proceeding.

(aa) Cultural Heritage. Except as disclosed in Schedule 4.1(aa) of the Talon Disclosure Letter, to the knowledge of Talon, none of the areas covered by the Talon Properties (including any construction, remains or similar elements located on them) are protected by the U.S. National Historic Preservation Act.

(bb) Technical Matters.

(i) The Talon Material Property is the only material property of Talon for the purposes of NI 43-101.

(ii) The technical report prepared for Talon entitled "November 2022 National Instrument 43-101 Technical Report of the Tamarack North Project – Tamarack, Minnesota" with an effective date of November 2, 2022, prepared by Brian Thomas; P.Geo., Roger Jackson; P.Geo., Oliver Peters, P.Eng. and Christine Pint, P.G. (the "Talon Technical Report") complied in all material respects with the requirements of

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NI 43-101 at the time of filing thereof and reasonably presented the quantity of mineral resources attributable to the properties evaluated therein as at the date stated therein based on information available at the time the report was prepared. Neither of the Talon Parties has any knowledge of a significant change in any production, cost, price, mineral resources or other relevant information provided since the date such information was provided.

(iii) Talon has made available to the authors of the Talon Technical Report, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any Misrepresentation at the time such information was so provided.

(iv) All of the assumptions underlying the mineral resource estimates in the Talon Technical Report and in the Talon Public Record were reasonable and appropriate at the time such assumptions were made and the mineral resource estimates in the Talon Technical Report and in the Talon Public Record were prepared in all material respects in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in all material respects in accordance with all Applicable Laws, including the requirements of NI 43-101. There has been no material reduction in the aggregate amount of estimated mineral resources of Talon, taken as a whole, from the amounts set forth in the Talon Public Record, other than as a result of operations in the Ordinary Course.

(v) The scientific and technical information set forth in the Talon Public Record relating to mineral resources required to be disclosed therein pursuant to NI 43-101 has been prepared by Talon and its consultants in accordance with methods generally applied in the mining industry and conforms, in all material respects, to the requirements of NI 43-101 and Applicable Canadian Securities Laws.

(vi) Talon is in compliance in all material respects with the provisions of NI 43-101, has filed all technical reports required thereby, and there is no new material scientific or technical information concerning the Talon Material Property not included in the Talon Technical Report.

(vii) Talon has delivered to Lundin, or provided Lundin with access to, all material scientific, technical and title information and reports in its and its Subsidiaries' possession or under its control relating to the Talon Material Property and Talon's other properties (collectively, the "Talon Properties"), whether in writing, graphic, machine readable, electronic or physical form, including: (A) geological, geophysical, geochemical, hydrological, glaciological, sampling, drilling, trenching, analytical testing, assaying, mineralogical, metallurgical and other similar information, including maps, charts and surveys; (B) scoping, pre-feasibility, feasibility, engineering and other technical studies, exploration plans, development plans, mine plans or similar studies or analyses; (C) plans, blueprints, process flow sheets, equipment and parts lists, instructions, manuals, and equipment records and procedures; (D) exploration, development, operations, production and other technical records, data and reports; and (E) mineral status reports, title abstracts, title opinions, and title reports.

(viii) At the date of this Agreement, there are no outstanding unresolved comments of any Governmental Authority or any stock exchange in respect of the technical disclosure made in the Talon Public Record.

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(cc) Native American Indian Claims. Except as set out in Schedule 4.1(cc) of the Talon Disclosure Letter:

(i) Talon has not received notice of any Native American tribal claims which affects Talon or any of its Subsidiaries nor, to the knowledge of the Talon Parties, has any Native American tribal claim been threatened which relates to any of the Talon Properties, any Permits or the operations of Talon or any of its Subsidiaries in the areas in which such operations are carried on or in which any of the Talon Properties are located.

(ii) Talon and its Subsidiaries have no outstanding agreements, memorandums of understanding or similar arrangements with any Native American tribe.

(iii) There are no ongoing or outstanding discussions, negotiations, or similar communications with or by any Native American tribe concerning Talon, any of its Subsidiaries or their respective business, operations or assets.

(iv) No Native American tribal blockade, occupation, illegal action or on-site protest has occurred or, to the knowledge of the Talon Parties, has been threatened in connection with the activities on the Talon Properties.

(dd) NGOs and Community Groups. Except as set out in Schedule 4.1(dd) of the Talon Disclosure Letter, no dispute between Talon or any of its Subsidiaries and any non-governmental organization, environmental group, community, community group or Native American tribe exists or, to the knowledge of the Talon Parties, is threatened with respect to any of the Talon Properties or operations. Talon has provided Lundin and their Representatives with full and complete access to all material correspondence received by Talon, its Subsidiaries or their Representatives from any non-governmental organization, community, community group or Native American tribe. Neither Talon nor any of its Subsidiaries have engaged in any negotiations (other than consultations in the Ordinary Course), or entered into any Contract (including any impact and benefits agreement), with any non-governmental organization, community, community group or Native American tribe in respect of Talon Properties.

(ee) Taxes, etc.

(i) Each of Talon and its Subsidiaries has timely filed (taking into account all extensions properly obtained) all income and other material Tax Returns required to be filed by it with any Governmental Authority on or before the applicable due date and each such Tax Return was complete and correct in all material respects at the time of filing. Each of Talon and its Subsidiaries has paid or caused to be paid to the appropriate Governmental Authority on a timely basis all income and other material Taxes (whether or not shown on any Tax Return), including instalments, which are due and payable, all assessments and reassessments and all other income and other material Taxes as are due and payable by it, other than those which are being or have been contested in good faith pursuant to Applicable Law, and in respect of which adequate reserves or accruals in accordance with IFRS have been provided in the Talon Financial Statements. No audits, examinations, actions, claims, Proceedings, investigations, deficiencies, litigation or proposed adjustments have been asserted in writing, or, to the knowledge of the Talon Parties, are under review, pending or threatened with respect to Taxes of Talon or any of its Subsidiaries, which has not been resolved without further liability to Talon or any of its Subsidiaries. No Encumbrance for Taxes has been filed or exists with respect to any assets or properties of Talon or any of its Subsidiaries other than for Permitted Encumbrances. There are no currently effective elections, agreements or waivers extending the statutory period or providing for an

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extension of time with respect to the assessment or reassessment of any income or other material Taxes, the filing of any income or other material Tax Return (other than any extensions of time to file such Tax Returns obtained in the Ordinary Course) or any payment of income or other material Taxes by Talon or its Subsidiaries.

(ii) Neither Talon nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (A) change in, or use of an improper method of, accounting for a taxable period ending on or prior to the Closing Date; (B) "closing agreement" as described in section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) executed on or prior to the Closing Date; (C) intercompany transaction or excess loss account described in the Treasury Regulations under section 1502 of the Code (or any similar provision of state, local or non-U.S. Law); (D) transaction entered into on or before the Closing Date accounted for under the installment method, long-term contract method, cash method or open transaction method; (E) prepaid amount or advance payment received or deferred revenue accrued on or prior to the Closing Date; or (F) election under section 965(h) of the Code (or any similar provision of state, local or non-U.S. Law).

(iii) All material Taxes that Talon or any of its Subsidiaries has been required to withhold have been duly withheld and have been duly and timely paid to the proper Governmental Authority. Each of Talon and its Subsidiaries has remitted all material Canada Pension Plan contributions, provincial pension plan contributions, employment insurance premiums, employer health taxes, payroll taxes and other material Taxes payable by it in respect of its employees, creditors, independent contractors, stockholders, agents, consultants or other third parties, as applicable, and has remitted such amounts to the appropriate Governmental Authority within the time required under Applicable Law.

(iv) Each of Talon and its Subsidiaries has, to the extent required under Applicable Law, duly charged, collected and remitted to the appropriate Governmental Authority on a timely basis all material Taxes on any sale, supply or delivery whatsoever, made by them (including, without limitation, all material amounts of sales, value-added or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales Taxes).

(v) Talon and each of its Subsidiaries is in substantial compliance with all terms and conditions of all material Tax grants, holidays, abatements, or incentives granted or made available by any Governmental Authority and the consummation of the transactions contemplated hereby will not have any material adverse effect on the continued validity and effectiveness of any such Tax grants, holidays, abatements or incentives.

(vi) There are no rulings, technical advice memoranda, closing agreements, or similar agreements or rulings relating to Talon or any of its Subsidiaries which are binding on Talon or any of its Subsidiaries for any taxable period (or portion thereof) commencing on or after the Closing Date.

(vii) Talon and each of its Subsidiaries has complied in all material respects with the transfer pricing requirements under the Applicable Laws of the jurisdictions in which Talon and its Subsidiaries carry on business, including, where applicable, by making or obtaining records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act (or comparable provisions of any other applicable legislation).

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(viii) None of Talon or any of its Subsidiaries has, at any time, directly or indirectly transferred any material property to, or acquired any material property from, a Person with whom Talon or such Subsidiary, as the case may be, was not dealing at arm's length (within the meaning of the Tax Act) for consideration other than consideration equal to the fair market value of such property at the time of transfer or acquisition, as the case may be.

(ix) None of sections 78 or 80 to 80.04 of the Tax Act have applied to Talon or any of its Subsidiaries, and there are no circumstances existing which could reasonably be expected to result in the application of sections 78 or 80 to 80.04 of the Tax Act to Talon or any of its Subsidiaries.

(x) Except as disclosed in Schedule 4.1(ee)(x) of the Talon Disclosure Letter, there are no circumstances which exist and would result in, or which have existed and resulted in, section 17 of the Tax Act applying to Talon or to any of its Subsidiaries. Neither Talon nor any of its Subsidiaries is obligated to make any payments or is a party to any agreement under which it could be obligated to make any payment that will not be deductible in computing its income under the Tax Act by virtue of section 67 of the Tax Act.

(xi) The Talon Consideration Shares will not constitute "taxable Canadian property" (as defined in the Tax Act) of Talon USA.

(xii) Neither Talon nor any of its Subsidiaries is (A) a "surrogate foreign corporation" within the meaning of section 7874(a)(2)(B) of the Code, (B) treated as a U.S. corporation under section 7874(b) of the Code, or (C) treated as an "expatriated entity" within the meaning of section 7874(a)(2)(A) of the Code.

(xiii) No claim has been made in writing in the past three years by a Governmental Authority in respect of Taxes in a jurisdiction where none of Talon or its Subsidiaries files Tax Returns that Talon or a Subsidiary is or may be subject to Tax by that jurisdiction. Neither Talon nor any of its Subsidiaries: (A) is or has ever been resident for Tax purposes in any jurisdiction other than the country of its respective formation, or (B) has or has ever had any permanent establishment or other fixed place of business (as defined in an applicable Tax treaty between the country of its formation and another country) other than the country of its respective formation.

(xiv) Neither Talon nor any of its Subsidiaries has entered into any "reportable transaction", as defined in subsection 237.3(1) of the Tax Act or section 6707A(c)(1) of the Code and Treasury Regulations section 1.6011-4(b) (other than any "loss transaction"), or any "notifiable transaction", as defined in subsection 237.4(1) of the Tax Act.

(xv) Neither Talon nor any of its Subsidiaries is a party to, is bound by or is otherwise subject to any liability under any Tax allocation, Tax sharing or Tax indemnification agreement (other than any such agreements entered into in the Ordinary Course the primary purpose of which is unrelated to Taxes).

(xvi) Neither Talon nor any of its Subsidiaries: (A) is or has been a member of an affiliated, combined, consolidated, unitary or other Tax group (other than a group the only other members of which are or were one or more of Talon and its current Subsidiaries); (B) has any liability for the Taxes of any Person (other than Talon or any of its Subsidiaries) under Treasury Regulations section 1.1502-6 (or any similar provision of state, local, or non-U.S. Law), as a transferee or successor, by Contract (other than a Contract

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entered into in the Ordinary Course the primary purpose of which is unrelated to Taxes), or otherwise; or (C) is or has ever been a party to any joint venture, partnership or other Contract or arrangement treated as a partnership for Tax purposes (including under section 761(a) of the Code).

(xvii) Within the past three years, neither Talon nor any of its Subsidiaries has distributed stock of another Person or had its stock distributed by another Person in a transaction that was purported or intended to be governed in whole or in part by section 355 or section 361 of the Code (or any similar provision of state, local or non-U.S. Law).

(xviii) The entity classification of Talon and each of its Subsidiaries for U.S. federal income tax purposes is set forth on Schedule 4.1(ee)(xviii) of the Talon Disclosure Letter.

(xix) Except as disclosed in Schedule 4.1(ee)(xix) of the Talon Disclosure Letter, neither Talon nor any of its Subsidiaries has claimed an employee retention credit or other similar credit against applicable employment Taxes under any Law or administrative guidance intended to benefit taxpayers in response to the COVID-19 pandemic and associated economic downturn, including (but not limited to) under sections 3131, 3132, 3133 or 3134 of the Code.

(ff) Material Contracts.

(i) Set out in Schedule 4.1(ff)(i) of the Talon Disclosure Letter is a list of each Talon Material Contract as of the date of this Agreement. True and complete copies of all Talon Material Contracts have been provided to Lundin and, as of the date of this Agreement, no such Talon Material Contract has been modified (or further modified), rescinded or terminated.

(ii) Each Talon Material Contract is in full force and effect and is a valid and binding obligation of Talon or a Subsidiary of Talon and is enforceable by Talon or a Subsidiary of Talon in accordance with its terms, subject only to limitations on enforcement imposed by bankruptcy, insolvency and other Applicable Laws relating to or affecting the availability of equitable remedies and the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

(iii) Talon or a Subsidiary of Talon, as applicable, has performed all obligations required to be performed by it to date under the Talon Material Contracts and, except as set out in Schedule 4.1(ff)(iii) of the Talon Disclosure Letter, none of Talon or its Subsidiaries or, to the knowledge of the Talon Parties, the other parties thereto, is in breach or violation of or in default under (in each case, with or without notice or lapse of time or both) any Talon Material Contract. Neither Talon nor any of its Subsidiaries has received or given any notice (oral or written) of default under any Talon Material Contract which remains uncured, and to the knowledge of the Talon Parties there exists no state of facts which after notice or lapse of time or both would constitute a default under or breach of any Material Contract or result in the inability of a party to any Talon Material Contract to perform its obligations thereunder.

(iv) Neither Talon nor any of its Subsidiaries has received any notice (oral or written) that any party to a Talon Material Contract intends to cancel, terminate or otherwise modify or not renew its relationship with Talon or its Subsidiaries and, to the knowledge of the Talon Parties, no such action has been threatened.

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(v) Subject to receipt of the Material Third Party Consents that relate to Talon, none of the execution and delivery by Talon of this Agreement, the performance by Talon of its obligations hereunder and the completion of the Transaction will result in or cause:

(A) any breach of any Talon Material Contract;
(B) the triggering of any consent or notice requirement, pre-emptive right or right of first refusal under any Talon Material Contract;
(C) the triggering of any change of control provision under any Talon Material Contract;
(D) the termination of or shortening of the term of any Talon Material Contract or any term contained within any Talon Material Contract granting any manner of contractual right to Talon or its Subsidiaries;
(E) the imposition of any additional or more onerous obligations on Talon or its Subsidiaries thereunder;
(F) any requirement to replace, post or otherwise provide any form of credit assurance under or pursuant to any Talon Material Contract; or
(G) the loss of any right of Talon or its Subsidiaries (whether presently vested or vesting or arising in future) under any Talon Material Contract to acquire any interest in any property, facility or undertaking (including an incremental interest in any property, facility or undertaking in which Talon or any of its Subsidiaries currently has or have an interest in).

(gg) Employment Matters.

(i) Except as set out in Schedule 4.1(gg)(i) of the Talon Disclosure Letter, neither Talon nor any Subsidiary of Talon is a party to or bound by any Contract in respect of any Talon Employee which provides such Talon Employee or former Talon Employee with termination, retention or severance entitlements as a result of completion of the Transaction. No Talon Employees are under any collective bargaining agreement or unionized.

(ii) Neither Talon nor any of its Subsidiaries is a party to or bound or governed by, or subject to:

(A) any labour dispute, strike, lock-out, work slowdown or stoppage relating to or involving any Talon Employee and no such event has occurred; or
(B) any actual or, to the knowledge of the Talon Parties, threatened material, individual or collective, claim against Talon or any of its Subsidiaries arising out of or in connection with employment, independent contractor or consulting relationship or the termination thereof, including without limitation, any claim relating to the compliance of all employment and labour and Tax obligations regarding current or former Talon Employees.

(iii) Neither Talon nor any of its Subsidiaries has engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration Proceeding is pending or, to the knowledge of the Talon Parties, threatened against Talon or any of its

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Subsidiaries. No trade union has applied to have Talon or any of its Subsidiaries declared a common or related employer pursuant to applicable labour legislation in any jurisdiction in which Talon or any of its Subsidiaries carries on business.

(iv) All accruals for unpaid vacation pay, paid time off, holiday pay, sick pay and overtime, premiums for employment insurance, Talon Employee Plans, Canada Pension Plan premiums, accrued wages, salaries and incentive payments have been reflected in Talon's books and records in all material respects.

(v) To the knowledge of the Talon Parties, all fringe benefits to Talon Employees have been treated as such and properly registered in accordance with Applicable Law and there are no potential or threatened liabilities for claims, including without limitation, possible challenging of their nature, or any other claim.

(hh) Compliance with Applicable Laws; Health and Safety.

(i) Each of Talon and its Subsidiaries have operated in all material respects in accordance with all Applicable Laws with respect to employment and labour, including employment and labour standards, occupational health and safety, employment equity, pay equity, worker classification, immigration, workers' compensation, human rights, labour relations and privacy, and there are no current, pending, or to the knowledge of the Talon Parties, threatened Proceedings before any Governmental Authority with respect to any such matters.

(ii) Neither Talon nor any of its Subsidiaries has received any demand or notice with respect to a breach of any Applicable Laws regarding health and safety, the effect of which would be reasonably expected to materially affect operations relating to the Talon Properties.

(iii) There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither Talon nor any of its Subsidiaries has been reassessed in any material respect under such legislation during the past three years and, no audit of Talon or any of its Subsidiaries is currently being performed pursuant to any applicable workplace safety and insurance legislation. There are no Orders or Proceedings existing or pending against Talon or any of its Subsidiaries (or naming Talon or any of its Subsidiaries as a potentially responsible party) based on non-compliance with any Applicable Laws with respect to health and safety at any of the operations relating to the Talon Properties.

(iv) Talon and its Subsidiaries have in their files a Form I-9 that is validly and properly completed in accordance with Applicable Law for each current or former Talon Employee with respect to whom such form is required under Applicable Law.

(v) Neither Talon nor any of its Subsidiaries has implemented a "plant closing" or a "mass layoff" (as defined in the U.S. Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar term as defined in any similar Applicable Law).

(vi) There are no workers' compensation claims pending against Talon or any of its Subsidiaries, nor, to the knowledge of the Talon Parties, are there any facts that would give rise to such a claim or claims, not covered by workers' compensation insurance.

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(vii) Since December 31, 2023, (A) no allegations of harassment have been made against any Talon Employee who is in a position of manager or above, (B) to the knowledge of the Talon Parties, there has been no occurrence of unlawful discrimination, retaliation or harassment with respect to any Talon Employee, and (C) neither Talon nor any of its Subsidiaries has entered into any settlement agreements related to specific allegations of sexual harassment or misconduct by or against any current or former Talon Employee at a manager level or above.

(viii) Talon has made available to Lundin a true and complete copy of each employee handbook and any other material written policy that applies to any Talon Employee.

(ii) Acceleration of Benefits. Except as set out in Schedule 4.1(gg)(i) of the Talon Disclosure Letter, upon completion of the Transaction, no Person will, as a result of completion of the Transaction and the other transactions contemplated by the Ancillary Transaction Agreements, become entitled to: (i) any retirement, severance, unemployment compensation, "golden parachute", bonus or other similar payment from Talon or any of its Subsidiaries; (ii) the acceleration of the vesting or the time to exercise of any outstanding stock option or employee or director awards of Talon or any of its Subsidiaries; (iii) the forgiveness or postponement of payment of any indebtedness owing by such Person to Talon or any of its Subsidiaries; or (iv) receive any additional payments or compensation under or in respect of any employee or director benefits or incentive or other Talon Employee Plan, compensation plans or arrangements from Talon or any of its Subsidiaries.

(jj) Employee Benefit Plans.

(i) Schedule 4.1(jj) of the Talon Disclosure Letter sets forth a true, complete and accurate list of all Talon Employee Plans. Other than as disclosed in Schedule 4.1(jj) of the Talon Disclosure Letter, neither Talon nor any of its Subsidiaries has any pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Talon.

(ii) Talon has provided true, correct and complete copies of all the Talon Employee Plans as amended as of the date of this Agreement, together with all related documentation including, without limitation, funding and investment management agreements, summary plan descriptions, the most recent actuarial reports (including, for greater certainty, actuarial valuations in respect of any multi-employer pension plan), financial statements, asset statements, and all opinions and memoranda (whether externally or internally prepared) and correspondence with all Governmental Authorities or other relevant Persons.

(iii) Each of Talon and its Subsidiaries have complied in all material respects with all of the terms of the Talon Employee Plans, and all Applicable Law in respect of employee compensation and benefit obligations of Talon and its Subsidiaries. All contributions, and premiums owing under the Talon Employee Plans have been paid when due in accordance with the terms of the Talon Employee Plans and Applicable Law. Talon and/or its Subsidiaries, as the case may be, have paid in full all contributions under the Talon Employee Plans up to the date of this Agreement. No fact or circumstance exists that could adversely affect the tax-preferred or tax-exempt status of any Talon Employee Plan. No advance tax rulings or interpretations have been sought, issued or received in respect of any Talon Employee Plan.

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(iv) No Talon Employee Plan is a “registered pension plan”, “deferred profit-sharing plan”, a “retirement compensation arrangement”, “salary deferral arrangement” or a “registered retirement savings plan”, as such terms are defined in the Tax Act or provides benefits, including health and welfare benefits, following the retirement or (except where required by statute) termination of employment of any employee of Talon or any of its Subsidiaries.

(kk) Employment Withholdings. Talon and its Subsidiaries have withheld from each payment made to any of its present or former Talon Employees directors, or other Persons, all material amounts required by Applicable Law to be withheld by it on account of applicable statutory withholdings, and has remitted such withheld amounts within the required time to the appropriate Governmental Authority. All withheld amounts have been duly paid to the appropriate Governmental Authority in time and in accordance with Applicable Law. To the knowledge of the Talon Parties, Talon and its Subsidiaries paid in due time and manner the corresponding social security contributions to the Governmental Authority.

(II) Intellectual Property.

Except as would not reasonably be expected to have a Material Adverse Effect on Talon and its Subsidiaries, taken as a whole:

(i) Talon and its Subsidiaries collectively own all rights in or have obtained valid and enforceable licenses or other rights to use the patents, patent applications, inventions, copyrights, know how (including trade secrets and other proprietary or confidential information, systems or procedures), trade-marks (both registered and unregistered), service marks, trade names or any other intellectual property (collectively, "Intellectual Property") necessary to carry on the business of Talon and its Subsidiaries as currently conducted or for the use of the assets owned, leased, licensed or utilized under similar arrangements (or anticipated to be owned or leased, licensed or utilized under similar arrangements in the case of assets currently under development by or for the benefit of Talon or its Subsidiaries) by Talon and its Subsidiaries in compliance with Applicable Laws, free and clear of Encumbrances (other than Permitted Encumbrances);

(ii) to the knowledge of the Talon Parties, there is no infringement by third parties of any Intellectual Property to be then owned, licensed or commercialized Talon or any of its Subsidiaries; and

(iii) neither Talon nor any of its Subsidiaries has received any written notice or claim challenging Talon or its Subsidiaries respecting the validity of, use of or ownership of the processes and technology forming part of the Intellectual Property, and to the knowledge of the Talon Parties, there are no facts upon which such a challenge could be made.

(mm) Environmental.

(i) Talon and its Subsidiaries have carried on and are currently carrying on their operations in compliance with all Environmental Laws, including Laws related to the protection of periglacial environments, and the Talon Properties and assets have complied and currently comply with all Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Talon or any of its Subsidiaries. To the extent required by Environmental Laws, Talon and its Subsidiaries

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have filed all applications necessary to renew or obtain any Environmental Approvals in a timely fashion so as to allow them to continue to operate their businesses in compliance with applicable Environmental Laws, and Talon and its Subsidiaries do not expect such new or renewed Environmental Approvals to include any terms or conditions that will have a Material Adverse Effect on the Talon or its Subsidiaries.

(ii) Each of Talon and its Subsidiaries have obtained from the relevant Governmental Authorities, and are in compliance with, any Environmental Approvals required to conduct their previous and current businesses and such Environmental Approvals remain valid and in good standing on the date of this Agreement.

(iii) Except as set out in Schedule 4.1(mm)(iii) of the Talon Disclosure Letter, neither Talon nor any of its Subsidiaries is subject to any contingent or other liability relating to: (A) the remediation of the Environment, or the restoration or rehabilitation of land, water or any other part of the Environment; (B) mine closure, reclamation, remediation or other post operational requirements; or (C) non-compliance with Environmental Laws. With respect to property formerly owned or leased by Talon or any of its Subsidiaries, such properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose of, discharge, Release, transfer, produce or process Hazardous Substances, except in compliance with all Environmental Laws and except to the extent that such non-compliance would not have a Material Adverse Effect. Neither Talon nor any of its Subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any such formerly owned or leased property, except in compliance with all Environmental Laws, except for Releases that would not have a Material Adverse Effect. All Hazardous Substances handled, recycled, disposed of, discharged, Released, treated or stored on such properties by Talon or any of its Subsidiaries have been handled, recycled, disposed of, discharged, Released, treated and stored in compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not have a Material Adverse Effect. To the knowledge of the Talon Parties, there are no Hazardous Substances at, in, on, under or migrating to or from any such formerly owned or leased property, except in material compliance with all Environmental Law.

(i) The Talon Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose of, discharge, Release, transfer, produce or process Hazardous Substances, except in compliance with all Environmental Laws and except to the extent that such non-compliance would not have a Material Adverse Effect. Neither Talon nor any of its Subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Talon Property, except in compliance with all Environmental Laws, except for Releases that would not have a Material Adverse Effect. All Hazardous Substances handled, recycled, disposed of, discharged, Released, treated or stored on or off site of the Talon Properties by Talon or any of its Subsidiaries have been handled, recycled, disposed of, discharged, Released, treated and stored in compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not have a Material Adverse Effect. There are no Hazardous Substances at, in, on, under or migrating from the Talon Material Property, except in material compliance with all Environmental Laws and to the knowledge of the Talon Parties, there are no Hazardous Substances at, in, on, under or migrating from any Talon Property (other than the Talon Material Property), except in material compliance with all Environmental Laws.

(ii) Neither Talon nor any of its Subsidiaries has treated, disposed of, discharged, Released, or arranged for the treatment, disposal, discharge or release of, any

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Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Authority; (B) proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Governmental Authority or that creates the reasonable potential for any Proceeding against Talon or any of its Subsidiaries. No site or facility owned or leased now or previously owned, operated or leased by Talon or any of its Subsidiaries is listed or, to the knowledge of the Talon Parties, is proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action.

(iii) Neither Talon nor any of its Subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any Talon Property in such a manner as: (A) would reasonably be expected to impose liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such liability would not have a Material Adverse Effect; or (B) would be reasonably expected to result in imposition of an Encumbrance, charge or other encumbrance or the expropriation of any Talon Property or any of the assets of Talon or any of its Subsidiaries.

(iv) Neither Talon nor any of its Subsidiaries has received from any Person or Governmental Authority any pending or threatened notice, formal or informal, of any Proceeding, liability or potential liability arising under any Environmental Law that is threatened or pending as of the date of this Agreement. To the knowledge of the Talon Parties, there are no facts or circumstances that reasonably could be expected to give rise to any such notice, action or other claim, liability or potential liability.

(v) No party has imposed, filed or recorded any environmental lien encumbering any Talon Property.

(vi) Neither Talon nor any of its Subsidiaries: (A) have agreed to indemnify, or assume any liabilities or responsibility for Remedial Actions of, any other Person regarding the Environment, including violations of Environmental Laws or Releases of Hazardous Substances; and (B) are conducting any investigations, sampling, monitoring or other studies with respect to the Environment or Release of Hazardous Substances.

(vii) Talon and its Subsidiaries have made available to Lundin copies of all environmental reports, audits, evaluations, assessments, studies or tests, and all material correspondence with Governmental Authorities, relating to the Talon Property or any Release of Hazardous Substances, in each case, within the possession or control of Talon or its Subsidiaries.

(viii) Talon has complied with any reasonable request by MDNR or other authorized agency concerning the Environmental Impact Statement development process for the Talon Material Property, and paid for MDNR's reasonable costs in scoping for and preparing such document, as assessed.

(nn) Insurance. Each of Talon and its Subsidiaries has in place reasonable and prudent insurance policies appropriate for its size, nature and stage of development. All insurance policies of Talon and its Subsidiaries are disclosed in Schedule 4.1(nn) of the Talon Disclosure Letter and are in full force and effect. All premiums due and payable under all such policies have been paid and Talon and its Subsidiaries are otherwise in compliance with the terms of such policies. Neither Talon nor any of its Subsidiaries has received any notice of cancellation or termination

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with respect to any such policy. There has been no denial of claims nor claims disputed by Talon's and its Subsidiaries' insurers. All proceedings covered by any insurance policy of Talon and its Subsidiaries have been properly reported to and accepted by the applicable insurer.

(oo) Corporate Records and Minute Books. The corporate records and minute books of Talon and its Subsidiaries, copies of which have been made available to Lundin prior to the date hereof, have been maintained in accordance with all Applicable Laws and are complete and accurate in all material respects (other than minutes of meetings of the Talon Board relating to this Agreement and the Transaction).

(pp) Non-Arm's Length Transactions. There are no current Contracts, loans, arrangements or other transactions between Talon or its Subsidiaries, on the one hand, and any: (i) officer or director of Talon or its Subsidiaries; (ii) insider or other party not at arm's length to Talon or its Subsidiaries; or (iii) any affiliate or associate or any such Persons, on the other hand, other than as contemplated in this Agreement, the Ancillary Transaction Agreements and employment or compensation arrangements entered into in the Ordinary Course.

(qq) Brokers and Finders. Except for the fees to be paid to Canaccord Genuity Corp. pursuant to their engagement agreement with Talon (a copy of which has been made available to Lundin prior to the date thereof), neither Talon nor any of its Subsidiaries has employed or retained any broker or finder or incurred any liability for any brokerage fees, commissions or finder's fees in connection with the Transaction or the other transactions contemplated by this Agreement or the Ancillary Transaction Agreements. Schedule 4.1(qq) of the Talon Disclosure Letter sets out all fees, commissions or other payments that may be payable by Talon in connection with the Transaction and the other transactions contemplated by this Agreement and the Ancillary Transaction Agreements.

(rr) Talon Board Approvals. The Talon Board has unanimously: (i) determined that the Transaction and entry into this Agreement by Talon are in the best interests of Talon; and (ii) approved this Agreement and the Transaction, and no action has been taken to amend, or supersede such determinations, approvals or recommendations.

(ss) Collateral Benefits. To the knowledge of the Talon Parties, no "related party" of Talon (within the meaning of MI 61-101), together with its associated entities, that beneficially owns or exercises control or direction over 1% or more of the outstanding Talon Shares, will receive a "collateral benefit" (within the meaning of MI 61-101) as a consequence of the Transaction or the other Transactions contemplated by this Agreement or the Ancillary Transaction Agreements.

(tt) Restrictions on Business Activities. There is no Contract or Order binding upon Talon or any of its Subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting or impairing: (i) any business practice of Talon or its Subsidiaries; (ii) any acquisition of property by of Talon or its Subsidiaries; or (iii) the conduct of business by Talon or its Subsidiaries as currently conducted (including following the transactions contemplated by this Agreement).

(uu) No U.S. Critical Technology Business: CFIUS. Each of Talon and its Subsidiaries: (i) do not produce, design, test, manufacture, fabricate, or develop "critical technologies" as that term is defined in 31 C.F.R. § 800.215 and (ii) is not a "TID U.S. business" within the meaning of 31 C.F.R. § 800.248(a). The Transaction does not require any filing with CFIUS.

(vv) Competition Act (Canada). Neither: (i) the aggregate book value of the assets in Canada of Talon and its Subsidiaries; nor (ii) the consolidated gross revenues from sales in, into or from

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Canada generated from assets of Talon and its Subsidiaries, in each case and calculated in the manner prescribed under the Competition Act, R.S.C., 1985, c. C-34, exceeds $93,000,000.

(ww) Full Disclosure. The information and statements contained in this Agreement are true and correct and together with the Talon Disclosure Letter, constitute full, true and plain disclosure of all Material Facts relating to Talon and its Subsidiaries on a consolidated basis, and contain no Misrepresentations.

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SCHEDULE B
REPRESENTATIONS AND WARRANTIES OF LUNDIN

(a) Organization and Qualification.

(i) Lundin SubCo is a corporation duly formed, organized and validly existing and in good standing under the Laws of the State of Delaware, and has the requisite corporate and legal power and capacity to own its assets as now owned and to carry on its business as now conducted. Lundin SubCo is duly qualified to carry on business in each jurisdiction in which the nature or character of its properties and assets, owned, leased or operated by it, or the nature of its business or activities, makes such qualification necessary.

(ii) Lundin is duly amalgamated, validly existing and in good standing under the Laws of Canada and has the requisite corporate and legal power and capacity to own its assets as now owned and to carry on its business as it is now being carried on.

(b) Corporate Authorization. Lundin has the requisite corporate power, authority and capacity to execute and deliver this Agreement and all Ancillary Transaction Agreements to which Lundin is a party and to carry out its obligations hereunder and under all such Ancillary Transaction Agreements. The execution and delivery by Lundin of this Agreement and all Ancillary Transaction Agreements to which it is a party, the performance by Lundin of its obligations hereunder and under all such Ancillary Transaction Agreements, and the completion of the Transaction and the other transactions contemplated by this Agreement and such Ancillary Transaction Agreements have been duly authorized by all necessary corporate action on the part of Lundin.

(c) Execution and Enforceability. This Agreement has been, and upon execution and delivery thereof, each Ancillary Transaction Agreement to which Lundin is a party shall be, duly executed and delivered by Lundin. This Agreement constitutes and, upon execution and delivery thereof, each Ancillary Transaction Agreement to which Lundin is a party shall constitute (assuming due authorization, execution and delivery of such agreements by all other parties thereto), a legal, valid and binding obligation of Lundin, enforceable against Lundin in accordance with the terms thereof, subject only to limitations on enforcement imposed by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other Applicable Laws relating to or affecting the availability of equitable remedies and the enforcement of creditors' rights generally and general principles of equity and public policy and to the qualification that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction.

(d) Subsidiaries.

(i) Schedule 4.2(d)(i) of the Lundin Disclosure Letter accurately sets forth the following information with respect to each Subsidiary of Lundin SubCo: (A) its name and jurisdiction of incorporation, organization or formation; (B) its authorized, issued and outstanding securities (including partnership interests); and (C) the number, type, class (as applicable) and percentage of issued and outstanding securities of such Subsidiary owned directly or indirectly by Lundin SubCo.

(ii) Neither Lundin SubCo nor any Subsidiary of Lundin SubCo: (A) beneficially owns any securities or other ownership interests in any other Person; (B) has any outstanding agreement, subscription, warrant, option, right or commitment to acquire any securities or other ownership interests in any other Person; or (C) is a partner of any partnerships, limited partnerships or joint ventures.

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(iii) Each of Lundin SubCo's Subsidiaries is duly incorporated, organized or formed, as applicable, validly existing and in good standing under the Laws of the jurisdiction of incorporation, formation or organization indicated in Schedule 4.2(d)(i) of the Lundin Disclosure Letter for each of Lundin SubCo's Subsidiaries and has the requisite power and capacity to own its assets as now owned and to carry on its business as it is now being carried on. Each of Lundin SubCo's Subsidiaries is duly qualified to carry on business in each jurisdiction in which the nature or character of its properties and assets, owned, leased or operated by it, or the nature of its business or activities, makes such qualification necessary.

(iv) Lundin SubCo is the beneficial owner of all of the outstanding securities of each of its Subsidiaries and none of its Subsidiaries has any outstanding agreement, subscription, warrant, option, right or commitment (nor have any of Lundin SubCo's Subsidiaries granted any right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment) obligating it to issue or sell any of its securities, including any security or obligation of any kind convertible into or exchangeable or exercisable for any shares or other securities of such Subsidiary. All of the issued and outstanding securities of each of Lundin SubCo's Subsidiaries: (A) have been duly authorized and validly issued in compliance with Applicable Law; (B) are fully-paid and non-assessable (in the case of shares); and (C) are owned, directly or indirectly, by Lundin SubCo free and clear of all Encumbrances (except pursuant to restrictions on transfer contained in the Constating Documents of such Subsidiary) and are free of any other restrictions including any restrictions on the right to vote, sell or otherwise dispose of such securities.

(v) None of Lundin SubCo's Subsidiaries are currently prohibited, directly or indirectly, from paying any dividends to Lundin SubCo or any of its other Subsidiaries, from making any other distribution on such Subsidiary's securities or other ownership interests, or from repaying to Lundin SubCo or any of its other Subsidiaries any indebtedness owing by such Subsidiary to Lundin SubCo or any of its other Subsidiaries.

(e) Required Approvals. No authorization, licence, permit, certificate, registration, consent or approval of, or filing with, or notification to, any Governmental Authority is required to be obtained or made by or with respect to Lundin for the execution and delivery of this Agreement or any Ancillary Transaction Agreement to which Lundin is a party, the performance by Lundin of its obligations hereunder or under such Ancillary Transaction Agreements, or the completion of the Transaction and such Ancillary Transaction Agreements, other than Permits, filings or notifications with respect to which the failure to obtain or make same would not result in or reasonably be expected to result in (individually or in the aggregate), a Material Adverse Change in respect of Lundin SubCo and its Subsidiaries, taken as a whole, or which would reasonably be expected to prevent, materially impede or significantly delay the completion of the Transaction or by the Ancillary Transaction Agreements.

(f) No Violations. The execution and delivery by Lundin of this Agreement and any Ancillary Transaction Agreement to which Lundin is a party, the performance of its obligations hereunder or under such Ancillary Transaction Agreements and the completion of the Transaction and such Ancillary Transaction Agreements do not and will not (nor will they with the giving of notice, the lapse of time or the happening of any other event or condition both) result in or constitute any of the following:

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(i) a violation or breach of, conflict with, constitute a default or require any consent to be obtained under, or give rise to any termination rights or payment obligations under, any provision of:

(A) the Constating Documents of Lundin SubCo or any of its Subsidiaries; or
(B) any note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, Encumbrance, Contract or other instrument or obligation to which Lundin SubCo or any of its Subsidiaries is a party or to which any of them, or any of their respective properties or assets is subject or by which Lundin SubCo or any of its Subsidiaries is bound;

(ii) the suspension, revocation or termination of any material authorization, consent, approval or Permit of Lundin SubCo or its Subsidiaries currently in effect;
(iii) the contravention, breach or conflict with or violation of any Applicable Law or Order applicable to Lundin SubCo, any of its Subsidiaries or any of their respective properties or assets; or
(iv) the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) upon any property or assets of Lundin SubCo or any of its Subsidiaries, or restriction, hindrance, impairment or limitation on Lundin SubCo's or its Subsidiaries' ability to carry on their respective businesses as and where it is now being carried on,

except, other than in the case of paragraph (f)(i)(A), as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on Lundin SubCo and its Subsidiaries, taken as a whole.

(g) Capitalization.

(i) As at the date of this Agreement, there is one Lundin SubCo Share issued and outstanding, which Lundin SubCo Share is owned directly by Lundin free and clear of all Encumbrances (except pursuant to restrictions on transfer contained in the Constating Documents of Lundin SubCo).
(ii) All outstanding Lundin SubCo Shares have been duly authorized and validly issued in compliance with Applicable Law, are fully paid and non-assessable and are not subject to, nor were they issued in violation of, pre-emptive or similar rights of any Person.
(iii) Lundin SubCo has no outstanding agreement, subscription, warrant, option, right or commitment or other right or privilege (whether by law, pre-emptive or contractual), nor has it granted any right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment, obligating it to issue or sell any Lundin SubCo Shares or other equity or voting securities, including any security or obligation of any kind convertible into or exchangeable or exercisable for any Lundin SubCo Shares or other securities of Lundin SubCo.
(iv) There are no shareholder or similar agreements governing the affairs of Lundin SubCo or any of its Subsidiaries or the relationship, rights and duties of its securityholders, nor are there any voting trusts, pooling arrangements or other similar agreements with respect to the ownership or voting of any securities of Lundin SubCo or any of its Subsidiaries.

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(h) Approval of Share Transfer. The board of directors of Lundin SubCo has approved the transfer of the Lundin SubCo Closing Date Shares by Lundin to Talon subject to and in accordance with the terms of this Agreement.

(i) Canadian Securities Laws Matters. Lundin SubCo is a "private issuer" within the meaning of Applicable Canadian Securities Laws.

(j) U.S. Securities Law Matters. Lundin represents and warrants that (i) it is not a U.S. person (as defined in Regulation S under the U.S. Securities Act); (ii) the Talon Consideration Shares were not offered to Lundin in the United States and at the time Lundin executed and delivered this Agreement, Lundin's authorized signatory was outside the United States; (iii) Lundin has not acquired the Talon Consideration Shares as a result of any form of Directed Selling Efforts; and (iv) the current structure of the Transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the U.S. Securities Act.

(k) Financial Statements. The Lundin SubCo Financial Statements have been prepared in accordance with IFRS applied on a basis consistent with those of previous periods (except: (A) as otherwise indicated in such financial statements; or (B) to the extent they are subject to normal year-end adjustments) and present fairly in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of Lundin SubCo and its Subsidiaries, on a consolidated basis, as at the respective dates thereof.

(l) Absence of Undisclosed Liabilities. Except: (i) for liabilities and obligations that are specifically identified in the Lundin SubCo Financial Statements; (ii) for liabilities and obligations incurred in the Ordinary Course since December 31, 2023; or (iii) pursuant to or in connection with this Agreement and the Transaction, neither Lundin SubCo nor its Subsidiaries has incurred any liabilities or obligations of any nature (whether or not accrued, contingent or otherwise) and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar Contract with respect to the obligations, liabilities or indebtedness of any Person.

(m) Hedging. Neither Lundin SubCo nor any of its Subsidiaries has any foreign currency or commodity hedging arrangements in effect.

(n) Absence of Certain Changes. Since September 30, 2025, except for the Transaction or the Ancillary Transaction Agreements, Lundin SubCo and its Subsidiaries have carried on their business in the Ordinary Course and there has not been any change, event, fact or occurrence which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Lundin SubCo and its Subsidiaries, taken as a whole.

(o) Compliance with Laws.

(i) The business and operations of Lundin SubCo and its Subsidiaries have been and are currently being conducted in compliance in all material respects with Applicable Law and neither Lundin SubCo nor its Subsidiaries have received any notice, report, or complaint of any kind for potential unlawful conduct or of any alleged violation of Applicable Law.

(ii) Lundin SubCo and each of its Subsidiaries have complied with, and are currently in compliance with the Anti-Corruption Laws. Neither Lundin SubCo nor any of its Subsidiaries nor, to the knowledge of Lundin, any of their Representatives acting on behalf of Lundin SubCo or any of its Subsidiaries, has taken any action, either directly or indirectly, that would result in a violation of the Anti-Corruption Laws.

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(iii) Lundin SubCo, each of its Subsidiaries and their respective Representatives are and have at all times been in material compliance with all AML Laws.

(iv) Lundin SubCo and each of its Subsidiaries have not violated any Export Controls.

(v) There is no pending or ongoing enforcement action against Lundin SubCo or any of its Subsidiaries or, to the knowledge of Lundin, any of their Representatives acting on behalf of Lundin SubCo or any of its Subsidiaries, relating to any violation of any AML Laws or Export Controls related to the business of Lundin SubCo and its Subsidiaries and, to the knowledge of Lundin, there is no pending or ongoing investigation or inquiry relating to any such violation or potential violation.

(p) Sanctions. Neither Lundin SubCo nor its Subsidiaries nor, to the knowledge of Lundin, any of their Representatives, is a Sanctioned Person. Neither Lundin SubCo nor any of its Subsidiaries: (i) has assets or operations located in a jurisdiction in violation of Sanctions Laws; or (ii) directly or indirectly derives revenues from or engages in investments, dealings, activities or transactions with any Sanctioned Person or which otherwise violate Sanctions Laws.

(q) Permits.

(i) Each of Lundin SubCo and its Subsidiaries has identified, obtained, acquired or entered into, and are in material compliance with all Permits required by Applicable Laws necessary to conduct their business as is now being conducted. Schedule 4.2(q)(i) of the Lundin Disclosure Letter sets out a complete and accurate list of all such Permits (whether governmental, regulatory or similar type), and there are no other Permits necessary to carry on the business of Lundin SubCo and its Subsidiaries as presently carried on or to own or lease any of the property or the assets utilized by Lundin SubCo or its Subsidiaries.

(ii) Any and all of the Permits pursuant to which Lundin SubCo or its Subsidiaries holds or will hold an interest in its properties and assets (including any interest in, or right to earn an interest in, any mineral property) are valid and subsisting permits, certificates, agreements, leases, licenses, documents or instruments in full force and effect, enforceable in accordance with terms thereof. All such Permits are in good standing and there has been no default under any such Permit, except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on Lundin SubCo and its Subsidiaries, taken as a whole.

(iii) There are no Proceedings pending or, to the knowledge of Lundin, threatened, against Lundin SubCo or any of its Subsidiaries that, if successful, could reasonably be expected to result in the suspension, loss or revocation of any such Permits.

(iv) Except as set out in Schedule 4.2(q)(iv) of the Lundin Disclosure Letter, neither Lundin SubCo nor any of its Subsidiaries have received any notice, communication, or warning from any Governmental Authority that Lundin SubCo or any of its Subsidiaries is, or may be, in violation of any terms, conditions or provisions of any of the Permits.

(r) Litigation.

(i) Except as set out in Schedule 4.2(r)(i) of the Lundin Disclosure Letter, there are no Proceedings in progress, pending or, to the knowledge of Lundin, threatened against, involving or affecting Lundin SubCo or any of its Subsidiaries, or affecting any of their

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respective property or assets or title thereto nor, to the knowledge of Lundin, is there any factual or legal basis on which any such Proceeding may be commenced.

(ii) There is no Order of any Governmental Authority outstanding against or affecting Lundin SubCo or any of its Subsidiaries or affecting any of their respective property or assets.

(s) Bankruptcy and Insolvency.

(i) No act or proceeding has been taken by or against Lundin SubCo or any of its Subsidiaries in connection with the dissolution, liquidation, winding up, bankruptcy, reorganization, compromise or arrangement of Lundin SubCo or any of its Subsidiaries or for the appointment of a trustee, receiver, manager or other administrator of Lundin SubCo or any of its Subsidiaries or any of their respective properties or assets nor, to the knowledge of Lundin, is any such act or proceeding threatened.

(ii) Neither Lundin SubCo nor any of its Subsidiaries has sought protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada), the U.S. Bankruptcy Code or similar Applicable Laws.

(t) Operational Matters. All rentals, royalties (whether statutory or contractual), overriding royalty interests, production payments, net profits, earn-outs, streaming agreements, metal prepayment or similar agreements, interest burdens, payments and obligations due and payable, or performable, as the case may be, on or prior to the date of this Agreement under, with respect to, or on account of, any direct or indirect assets of Lundin SubCo and its Subsidiaries, have been: (i) duly paid; (ii) duly performed; or (iii) provided for prior to the date of this Agreement.

(u) Company Obligations. Except as set out in Schedule 4.2(u) of the Lundin Disclosure Letter, all costs, expenses and liabilities payable on or prior to the date of this Agreement under the terms of any Contracts and agreements to which Lundin SubCo or any of its Subsidiaries is directly or indirectly bound have been properly and timely paid, except for such expenses that are being currently paid prior to delinquency in the Ordinary Course.

(v) Interest in Material Properties.

(i) Each of Lundin SubCo and its Subsidiaries is the sole legal and beneficial owner, and has valid and sufficient right, title and interest free and clear of any title defect or Encumbrance (other than Permitted Encumbrances): (A) to material patented and unpatented mining claims, leases, rights of way, and licences of any nature whatsoever and all other rights relating in any manner whatsoever to the interest in, or exploration for minerals on the Lundin SubCo Material Properties, all of which have been accurately and completely set out in Schedule 4.2(v)(i) of the Lundin Disclosure Letter and, in each case, as are necessary to perform the operations of the business of Lundin SubCo and its Subsidiaries as presently owned and conducted and as contemplated to be conducted; (B) to, or is entitled to the benefits of, all of its material properties and assets of any nature whatsoever and to all benefits derived therefrom and surface and mineral rights including all the properties and assets identified in the Lundin SubCo Financial Statements (collectively, the "Lundin SubCo Properties").

(ii) All material mineral tenures and mineral property claims in which Lundin SubCo or any of its Subsidiaries has an interest or right, including the Lundin SubCo Properties, have been validly located, acquired, staked, recorded and maintained in accordance with all

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Laws and are valid, in good standing, and subsisting. Each of Lundin SubCo and its Subsidiaries has all necessary surface rights, access rights and other rights and interests relating to its mineral properties included in the Lundin SubCo Properties, granting Lundin SubCo or its Subsidiaries the right and ability to explore, mine the minerals, ore and metals for development purposes, or to conduct any mining works, and each of the property interests or rights so held. Each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of Lundin SubCo or one of its Subsidiaries and free and clear of all material Encumbrances (other than Permitted Encumbrances) and no third party or group holds any such rights that would be required by Lundin SubCo to so explore and develop the Lundin SubCo Properties.

(iii) Lundin SubCo and each of its Subsidiaries has duly and timely satisfied all of the obligations required to be satisfied, performed and observed by it under Applicable Law in respect of the Lundin SubCo Properties. There are no adverse claims against or challenges to the title to or ownership of the Lundin SubCo Properties.

(iv) Except as set out in Schedule 4.2(v)(iv) of the Lundin Disclosure Letter: (A) Lundin SubCo and each of its Subsidiaries have the exclusive right to deal with the Lundin SubCo Properties; (B) no Person other than Lundin SubCo or its Subsidiaries has any interest in the Lundin SubCo Properties or the production or profits therefrom or any right to acquire or otherwise obtain any such interest; (C) there are no back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect Lundin SubCo's or any of its Subsidiaries' interests in the Lundin SubCo Properties, and no such rights are, to the knowledge of Lundin, threatened; (D) neither Lundin SubCo nor any of its Subsidiaries has received any notice, whether written or oral, and, to the knowledge of Lundin, there is no threat to receive such notice, from any Governmental Authority or any other Person of any revocation or intention to revoke, annul, terminate, suspend, stay, reverse, diminish or challenge its interest in or title over the Lundin SubCo Properties; and (E) the Lundin SubCo Properties are in good standing under and comply with all Applicable Laws in all material respects and all work required to be performed has been performed and all Taxes, royalties, rentals, annual fees, expenditures, investments and other payments required to be made in respect thereof have been paid or incurred and all filings in respect thereof have been made.

(v) There are no adverse claims, demands or other Proceedings that have been commenced or are pending or, to the knowledge of Lundin, that are threatened, affecting or which could affect Lundin SubCo's or any of its Subsidiaries' right, title or interest in the Lundin SubCo Properties or the ability of Lundin SubCo or any of its Subsidiaries to explore or develop the Lundin SubCo Properties, including the title to or ownership by Lundin SubCo or its Subsidiaries of the foregoing, or which might involve the possibility of any judgement or liability affecting the Lundin SubCo Properties.

(vi) To the knowledge of Lundin, none of the directors or officers of Lundin SubCo or any of its Subsidiaries holds any right, title or interest in, nor has taken any action to obtain, directly or indirectly, any right, title and interest in any of the Lundin SubCo Properties or in any Permit, patented or unpatented mining claim, lease, licence or other right to explore for, exploit, develop, mine or produce minerals from or in any manner in relation to the Lundin SubCo Properties and any other properties located within 20 kilometres of any of the Lundin SubCo Properties.

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(vii) No Person has any written or verbal Contract or option or any right or privilege capable of becoming a Contract or option for the purchase from Lundin SubCo or any of its Subsidiaries of any of the assets of Lundin SubCo or any of its Subsidiaries. Neither Lundin SubCo nor any of its Subsidiaries is obligated under any prepayment Contract or other prepayment arrangement to deliver mineral products at some future time without then receiving full payment therefor.

(w) Expropriation. No Lundin SubCo Property or any other property or asset of Lundin SubCo or any of its Subsidiaries has been taken or expropriated by any Governmental Authority, nor has any notice or Proceeding in respect thereof been given or commenced nor, to the knowledge of Lundin, is there any intent or proposal to give any such notice or to commence any such Proceeding.

(x) Cultural Heritage. None of the areas covered by the Lundin SubCo Properties (including any construction, remains or similar elements located on them) are subject to any federal or state cultural resources or historic preservation law or regulation, have been declared as a culture heritage site by any Governmental Authority or, to the knowledge of Lundin, contains archeological or paleontological findings.

(y) Technical Matters.

(i) Lundin SubCo does not have an interest in any material properties of Lundin for the purposes of NI 43-101.

(ii) Lundin has delivered to Talon, or provided Talon with access to, all material scientific, technical and title information and reports in its and its Subsidiaries' possession or under its control relating to the Lundin SubCo Properties, whether in writing, graphic, machine readable, electronic or physical form, including: (A) geological, geophysical, geochemical, hydrological, glaciological, sampling, drilling, trenching, analytical testing, assaying, mineralogical, metallurgical and other similar information, including maps, charts and surveys; (B) scoping, pre-feasibility, feasibility, engineering and other technical studies, exploration plans, development plans, mine plans or similar studies or analyses; (C) plans, blueprints, process flow sheets, equipment and parts lists, instructions, manuals, and equipment records and procedures; and (D) exploration, development, operations, production and other technical records, data and reports.

(z) Native American Indian Claims.

(i) Except as set out in Schedule 4.2(z)(i) of the Lundin Disclosure Letter, Lundin SubCo has not received notice of any Native American tribal claims which affects Lundin SubCo or any of its Subsidiaries nor, to the knowledge of Lundin, has any Native American tribal claim been threatened which relates to any of the Lundin SubCo Properties, any Permits or the operations of Lundin SubCo or any of its Subsidiaries in the areas in which such operations are carried on or in which any of the Lundin SubCo Properties are located.

(ii) Except as set out in Schedule 4.2(z)(ii) of the Lundin Disclosure Letter, Lundin SubCo and its Subsidiaries have no outstanding agreements, memorandums of understanding or similar arrangements with any Native American tribe.

(iii) There are no ongoing or outstanding discussions, negotiations, or similar communications with or by any Native American tribe concerning Lundin SubCo, any

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of its Subsidiaries or their respective business, operations or assets outside of the Ordinary Course.

(iv) Except as set out in Schedule 4.2(z)(iv) of the Lundin Disclosure Letter, no Native American tribal blockade, occupation, illegal action or on-site protest has occurred or, to the knowledge of Lundin, has been threatened in connection with the activities on the Lundin SubCo Properties.

(aa) NGOs and Community Groups. Except as set out in Schedule 4.2(aa) of the Lundin Disclosure Letter, no dispute between Lundin SubCo or any of its Subsidiaries and any non-governmental organization, community, community group or Native American tribe exists or, to the knowledge of Lundin, is threatened with respect to any of the Lundin SubCo Properties or operations. Lundin has provided the Talon Parties and their Representatives with full and complete access to all material correspondence received by Lundin SubCo, its Subsidiaries or their Representatives from any non-governmental organization, community, community group or Native American tribe. Except as set out in Schedule 4.2(aa) of the Lundin Disclosure Letter, none of Lundin, Lundin SubCo or its Subsidiaries have engaged in any negotiations (other than consultations in the Ordinary Course), or entered into any Contract (including any impact and benefits agreement), with any non-governmental organization, community, community group or Native American tribe in respect of the Lundin SubCo Properties.

(bb) Taxes, etc.

(i) Except as set out in Schedule 4.2(bb)(i) of the Lundin Disclosure Letter, each of Lundin SubCo and its Subsidiaries has timely filed (taking into account all extensions properly obtained) all income and other material Tax Returns required to be filed by it with any Governmental Authority on or before the applicable due date and each such Tax Return was complete and correct in all material respects at the time of filing. Each of Lundin SubCo and its Subsidiaries has paid or caused to be paid to the appropriate Governmental Authority on a timely basis all income and other material Taxes (whether or not shown on any Tax Return), including instalments, which are due and payable, all assessments and reassessments and all other income and other material Taxes as are due and payable by it, other than those which are being or have been contested in good faith pursuant to Applicable Laws, and in respect of which adequate reserves or accruals in accordance with IFRS have been provided in the Lundin SubCo Financial Statements. No audits, examinations, actions, claims, investigations, deficiencies, litigation or proposed adjustments have been asserted in writing, or, to the knowledge of Lundin, are under review, pending or threatened with respect to Taxes of Lundin SubCo or any of its Subsidiaries, which has not been resolved without further liability to Lundin SubCo or any of its Subsidiaries. No Encumbrance for Taxes has been filed or exists with respect to any assets or properties of Lundin SubCo or any of its Subsidiaries other than for Permitted Encumbrances. There are no currently effective elections, agreements or waivers extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of any income or other material Taxes, the filing of any income or other material Tax Return (other than any extensions of time to file such Tax Returns obtained in the Ordinary Course) or any payment of income or other material Taxes by Lundin SubCo or its Subsidiaries.

(ii) Neither Lundin SubCo nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (A) change in, or use of an improper method of, accounting for a taxable period ending on or prior to the Closing Date; (B) "closing agreement" as described in

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section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) executed on or prior to the Closing Date; (C) intercompany transaction or excess loss account described in the Treasury Regulations under section 1502 of the Code (or any similar provision of state, local or non-U.S. Law); (D) transaction entered into on or before the Closing Date accounted for under the installment method, long-term contract method, cash method or open transaction method; (E) prepaid amount or advance payment received or deferred revenue accrued on or prior to the Closing Date; or (F) election under section 965(h) of the Code (or any similar provision of state, local or non-U.S. Law).

(iii) Except as set out in Schedule 4.2(bb)(iii) of the Lundin Disclosure Letter, all material Taxes that Lundin SubCo or any of its Subsidiaries has been required to withhold have been duly withheld and have been duly and timely paid to the proper Governmental Authority. Each of Lundin SubCo and its Subsidiaries has remitted all material US 401(k) contributions, provincial pension plan contributions, employment insurance premiums, employer health taxes, payroll taxes and other material Taxes payable by it in respect of its employees, creditors, independent contractors, stockholders, agents, consultants or other third parties, as applicable, and has remitted such amounts to the appropriate Governmental Authority within the time required under Applicable Law.

(iv) Each of Lundin SubCo and its Subsidiaries has, to the extent required under Applicable Law, duly charged, collected and remitted to the appropriate Governmental Authority on a timely basis all material Taxes on any sale, supply or delivery whatsoever, made by them (including, without limitation, all material amounts of sales, value-added or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales Taxes).

(v) Lundin SubCo and each of its Subsidiaries is in substantial compliance with all terms and conditions of all material Tax grants, holidays, abatements, or incentives granted or made available by any Governmental Authority and the consummation of the transactions contemplated hereby will not have any material adverse effect on the continued validity and effectiveness of any such Tax grants, holidays, abatements or incentives.

(vi) There are no rulings, technical advice memoranda, closing agreements, or similar agreements or rulings relating to Lundin SubCo or any of its Subsidiaries which are binding on Lundin SubCo or any of its Subsidiaries for any taxable period (or portion thereof) commencing on or after the Closing Date.

(vii) Lundin SubCo and each of its Subsidiaries has complied in all material respects with the transfer pricing requirements under the Applicable Laws of the jurisdictions in which Lundin SubCo and its Subsidiaries carry on business, including, where applicable, by making or obtaining records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act (or comparable provisions of any other applicable legislation).

(viii) None of Lundin SubCo or any of its Subsidiaries has, at any time, directly or indirectly transferred any material property to, or acquired any material property from, a Person with whom Lundin SubCo or such Subsidiary, as the case may be, was not dealing at arm's length (within the meaning of the Tax Act) for consideration other than consideration equal to the fair market value of such property at the time of transfer or acquisition, as the case may be, nor has Lundin SubCo or any of its Subsidiaries been deemed to have done for the purposes of the Tax Act.

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(ix) None of sections 78 or 80 to 80.04 of the Tax Act have applied to Lundin SubCo or any of its Subsidiaries, and there are no circumstances existing which could reasonably be expected to result in the application of sections 78 or 80 to 80.04 of the Tax Act to Lundin SubCo or any of its Subsidiaries.

(x) There are no circumstances which exist and would result in, or which have existed and resulted in, section 17 of the Tax Act applying to Lundin SubCo or to any of its Subsidiaries. Neither Lundin SubCo nor any of its Subsidiaries is obligated to make any payments or is a party to any agreement under which it could be obligated to make any payment that will not be deductible in computing its income under the Tax Act by virtue of section 67 of the Tax Act.

(xi) None of the Lundin SubCo Shares are "taxable Canadian property" (as defined in the Tax Act) of Lundin.

(xii) No claim has been made in writing in the past three years by a Governmental Authority in respect of Taxes in a jurisdiction where none of Lundin SubCo or its Subsidiaries files Tax Returns that Lundin SubCo or a Subsidiary is or may be subject to Tax by that jurisdiction. Neither Lundin nor any of its Subsidiaries (A) is or has ever been resident for Tax purposes in any jurisdiction other than the country of its respective formation, or (B) has or has ever had any permanent establishment or other fixed place of business (as defined in an applicable Tax treaty between the country of its formation and another country) other than the country of its respective formation.

(xiii) Neither Lundin SubCo nor any of its Subsidiaries has entered into any "reportable transaction", as defined in subsection 237.3(1) of the Tax Act or section 6707A(c)(1) of the Code and Treasury Regulations section 1.6011-4(b) (other than any "loss transaction"), or any "notifiable transaction", as defined in subsection 237.4(1) of the Tax Act.

(xiv) Neither Lundin SubCo nor any of its Subsidiaries is a party to, is bound by or is otherwise subject to any liability under any Tax allocation, Tax sharing or Tax indemnification agreement (other than any such agreements entered into in the Ordinary Course the primary purpose of which is unrelated to Taxes).

(xv) Neither Lundin SubCo nor any of its Subsidiaries: (A) is or has been a member of an affiliated, combined, consolidated, unitary or other Tax group (other than a group the only other members of which are or were one or more of Lundin and its current Subsidiaries); (B) has any liability for the Taxes of any Person (other than Lundin or any of its Subsidiaries) under Treasury Regulations section 1.1502-6 (or any similar provision of state, local, or non-U.S. Law), as a transferee or successor, by Contract (other than a Contract entered into in the Ordinary Course the primary purpose of which is unrelated to Taxes), or otherwise; or (C) is or has ever been a party to any joint venture, partnership or other Contract or arrangement treated as a partnership for Tax purposes (including under section 761(a) of the Code).

(xvi) Within the past three years, neither Lundin SubCo nor any of its Subsidiaries has distributed stock of another Person or had its stock distributed by another Person in a transaction that was purported or intended to be governed in whole or in part by section 355 or section 361 of the Code (or any similar provision of state, local or non-U.S. Law).

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(xvii) The entity classification of Lundin SubCo and each of its Subsidiaries for U.S. federal income tax purposes is set forth on Schedule 4.2(bb)(xvii) of the Lundin Disclosure Letter.

(xviii) Prior to the Closing Date, neither Lundin SubCo nor any of its Subsidiaries shall have experienced an "ownership change" within the meaning of Code Section 382 and there have been no limitations on the claiming and use of net operating losses by Lundin SubCo or any of its Subsidiaries for U.S. federal and applicable state income Tax purposes prior to the Closing Date.

(xix) At all times since January 1, 2021, Lundin has qualified for and been entitled to claim the benefits provided under each of paragraph 1 of article VII (Business Profits), paragraph 2(a) of article X (Dividends), and paragraph 1 of article XI (Interest) of the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, as amended. At all times from January 1, 2021 until April 15, 2025, Somincor – Sociedade Mineira de Neves-Corvo, S.A. was qualified for and entitled to claim the benefits provided under paragraph 1 of article 7 (Business Profits) of the Convention Between the Portuguese Republic and the United States of America for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income.

(xx) Neither Lundin SubCo nor any of its Subsidiaries has claimed an employee retention credit or other similar credit against applicable employment Taxes under any Law or administrative guidance intended to benefit taxpayers in response to the COVID-19 pandemic and associated economic downturn, including (but not limited to) under sections 3131, 3132, 3133 or 3134 of the Code.

(cc) Material Contracts.

(i) Set out in Schedule 4.2(cc)(i) of the Lundin Disclosure Letter is a list of each Lundin SubCo Material Contract as of the date of this Agreement. True and complete copies of all Lundin SubCo Material Contracts have been provided to Talon and, as of the date of this Agreement, no such Lundin SubCo Material Contract has been modified (or further modified), rescinded or terminated.

(ii) Each Lundin SubCo Material Contract is in full force and effect and is a valid and binding obligation of Lundin SubCo or a Subsidiary of Lundin SubCo and is enforceable by Lundin SubCo or a Subsidiary of Lundin SubCo in accordance with its terms, subject only to limitations on enforcement imposed by bankruptcy, insolvency and other Applicable Laws relating to or affecting the availability of equitable remedies and the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

(iii) Lundin SubCo or a Subsidiary of Lundin SubCo, as applicable, has performed all obligations required to be performed by it to date under the Lundin SubCo Material Contracts and none of Lundin SubCo or its Subsidiaries or, to the knowledge of Lundin, the other parties thereto, is in breach or violation of or in default under (in each case, with or without notice or lapse of time or both) any Lundin SubCo Material Contract. Neither Lundin SubCo nor any of its Subsidiaries has received or given any notice (oral or written) of default under any Lundin SubCo Material Contract which remains uncured, and to the knowledge of Lundin there exists no state of facts which after notice or lapse of time or both would constitute a default under or breach of any Lundin

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SubCo Material Contract or result in the inability of a party to any Lundin SubCo Material Contract to perform its obligations thereunder.

(iv) Neither Lundin SubCo nor any of its Subsidiaries has received any notice (oral or written) that any party to a Lundin SubCo Material Contract intends to cancel, terminate or otherwise modify or not renew its relationship with Lundin SubCo or its Subsidiaries and, to the knowledge of Lundin, no such action has been threatened.

(v) None of the execution and delivery by Lundin SubCo of this Agreement, the performance by Lundin SubCo of its obligations hereunder and the completion of the Transaction will result in or cause:

(A) any breach of any Lundin SubCo Material Contract;

(B) the triggering of any consent or notice requirement, pre-emptive right or right of first refusal under any Lundin SubCo Material Contract;

(D) the termination of or shortening of the term of any Lundin SubCo Material Contract or any term contained within any Lundin SubCo Material Contract granting any manner of contractual right to Lundin SubCo or its Subsidiaries;

(E) the imposition of any additional or more onerous obligations on Lundin SubCo or its Subsidiaries thereunder;

(F) any requirement to replace, post or otherwise provide any form of credit assurance under or pursuant to any Lundin SubCo Material Contract; or

(G) the loss of any right of Lundin SubCo or its Subsidiaries (whether presently vested or vesting or arising in future) under any Lundin SubCo Material Contract to acquire any interest in any property, facility or undertaking (including an incremental interest in any property, facility or undertaking in which Lundin SubCo or any of its Subsidiaries currently has or have an interest in).

(dd) Employment Matters.

(i) Schedule 4.2(dd)(i) of the Lundin Disclosure Letter sets out a true and complete list of all Lundin SubCo Employees (whether actively at work or not) and other Persons who are receiving remuneration for work or services provided to Lundin SubCo or any of its Subsidiaries, including name, initial date of employment or other engagement, position or title, primary location of employment, benefits, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans, current status (full time or part-time, active or non-active), classification as exempt or non-exempt under the U.S. Fair Labor Standards Act of 1938, as amended, whether they are unionized or subject to a written employment Contract and, if applicable, whether the Lundin SubCo Employee is employed pursuant to a non-immigration visa, including the category of visa and the expiration date of the visa; as well as a list of all former Lundin SubCo Employees to whom Lundin SubCo or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.

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(ii) Except as set out in Schedule 4.2(dd)(ii) of the Lundin Disclosure Letter, neither Lundin SubCo nor any Subsidiary of Lundin SubCo is a party to or bound by any Contract in respect of any Lundin SubCo Employee or former Lundin SubCo Employee, which provides such Lundin SubCo Employee or former Lundin SubCo Employee with termination, retention or severance entitlements in excess of those required by Applicable Law. No Lundin SubCo Employees are under any collective bargaining agreement or unionized. All written Contracts, including any confidentiality, intellectual property assignment, or restrictive covenant agreements, in relation to the Lundin SubCo Employees listed in Schedule 4.2(dd)(ii) of the Lundin Disclosure Letter have been provided to Talon.

(iii) Each independent contractor of Lundin SubCo and its Subsidiaries has been properly classified as an independent contractor and neither Lundin SubCo nor any of its Subsidiaries has received any notice from any Governmental Authority, union, contractor and/or former contractors disputing such classification, including, without limitation, any claim relating to unfair labour practices, terms and conditions of employment, wages and hours, registration of employment, registration of payments, registration of benefits, termination payments, occupational safety and health, joint liability for outsourcing, employment assignment or otherwise, employment discrimination, harassment, retaliation, equal pay, social security taxes, health care contributions, life insurance premiums and/or contributions, labour risks insurance premiums and/or tax contributions, or any other employment and/or social security contributions or tax and/or any related matter arising under Applicable Law, and no basis exists for any such action or any other Proceeding in relation thereto.

(iv) Neither Lundin SubCo nor any of its Subsidiaries is a party to or bound or governed by, or subject to:

(A) except as set out in Schedule 4.2(dd)(iv)(A) of the Lundin Disclosure Letter, any written or oral employment, consulting, deferred consideration, retention or change of control agreement with, or any written or, to the knowledge of Lundin, oral agreement, arrangement or understanding providing for deferred compensation, retention, severance, change of control, notice, funding of benefits or termination payments to, any current or former Lundin SubCo Employee or director or consultant of Lundin SubCo or any of its Subsidiaries in connection with the termination of their position or their employment as a direct result of a change in control of Lundin SubCo;

(B) any collective bargaining or union agreement or Contract with any employee association, or any actual or, to the knowledge of Lundin, threatened application for certification or bargaining rights in respect of Lundin SubCo or any of its Subsidiaries or any Lundin SubCo Employee;

(C) any labour dispute, strike, lock-out, work slowdown or stoppage relating to or involving any Lundin SubCo Employee and no such event has occurred; or

(D) except as set out in Schedule 4.2(dd)(iv)(D) of the Lundin Disclosure Letter, any actual or, to the knowledge of Lundin, threatened material, individual or collective, claim against Lundin SubCo or any of its Subsidiaries arising out of or in connection with employment, independent contractor or consulting relationship or the termination thereof, including without limitation, any claim relating to the compliance of all employment and labour and Tax obligations regarding current or former Lundin SubCo Employees.

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Complete and correct copies of any written agreements, arrangements and understandings referred to in this paragraph (dd)(iv) of Schedule B have been provided by Lundin to Talon.

(v) Neither Lundin SubCo nor any of its Subsidiaries has engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration Proceeding is pending or, to the knowledge of Lundin, threatened against Lundin SubCo or any of its Subsidiaries. No trade union has applied to have Lundin SubCo or any of its Subsidiaries declared a common or related employer pursuant to applicable labour legislation in any jurisdiction in which Lundin SubCo or any of its Subsidiaries carries on business.

(vi) As of the date of this Agreement, except as set out in Schedule 4.2(dd)(vi) of the Lundin Disclosure Letter, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all Lundin SubCo Employees and independent contractors or consultants of Lundin SubCo for services performed on or prior to the date of this Agreement and which were due on or prior to the date of this Agreement have been paid in full and there are no outstanding agreements, understandings or commitments of Lundin SubCo with respect to any compensation, commissions, bonuses or fees, subject to ordinary contractor payment terms.

(vii) All accruals for unpaid vacation pay, holiday pay, sick pay and overtime, premiums for employment insurance, Lundin SubCo Employee Plans, accrued wages, salaries and incentive payments have been reflected in Lundin SubCo's books and records in all material respects.

(viii) To the knowledge of Lundin, all fringe benefits to Lundin SubCo Employees have been treated as such and properly registered in accordance with Applicable Law and there are no potential or threatened liabilities for claims, including without limitation, possible challenging of their nature, or any other claim.

(ix) The completion of the Transaction and the other transactions contemplated by this Agreement and the Ancillary Transaction Agreements shall not result in, accelerate or increase any obligation or liability (with respect to termination payments, accrued benefits, or otherwise) to any Lundin SubCo Employee or cause (or be deemed to cause) the termination of any Lundin SubCo Employee.

(ee) Compliance with Applicable Laws; Health and Safety.

(i) Except as set out in Schedule 4.2(ee)(i) of the Lundin Disclosure Letter, each of Lundin SubCo and its Subsidiaries have operated in all material respects in accordance with all Applicable Laws with respect to employment and labour, including employment and labour standards, occupational health and safety, employment equity, worker classification, immigration, pay equity, workers' compensation, human rights, labour relations and privacy, and there are no current, pending, or to the knowledge of Lundin, threatened Proceedings before any Governmental Authority with respect to any such matters.

(ii) Neither Lundin SubCo nor any of its Subsidiaries has received any demand or notice with respect to a breach of any Applicable Laws regarding health and safety, the effect of which would be reasonably expected to materially affect operations relating to the Lundin SubCo Properties.

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(iii) There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither Lundin SubCo nor any of its Subsidiaries has been reassessed in any material respect under such legislation during the past three years and, no audit of Lundin SubCo or any of its Subsidiaries is currently being performed pursuant to any applicable workplace safety and insurance legislation. There are no Orders or Proceedings existing or pending against Lundin SubCo or any of its Subsidiaries (or naming Lundin SubCo or any of its Subsidiaries as a potentially responsible party) based on non-compliance with any Applicable Laws with respect to health and safety at any of the operations relating to the Lundin SubCo Properties.

(iv) Lundin SubCo and its Subsidiaries have in their files a Form I-9 that is validly and properly completed in accordance with Applicable Law for each current or former Lundin SubCo Employee with respect to whom such form is required under Applicable Law.

(v) Neither Lundin SubCo nor any of its Subsidiaries has implemented a "plant closing" or a "mass layoff" (as defined in the U.S. Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Applicable Law).

(vi) Except as set out in Schedule 4.2(ee)(vi) of the Lundin Disclosure Letter, there are no workers' compensation claims pending against Lundin SubCo or any of its Subsidiaries, nor, to the knowledge of Lundin SubCo, are there any facts that would give rise to such a claim or claims, not covered by workers' compensation insurance.

(vii) Since December 31, 2024, (A) no allegations of harassment have been made against any Lundin SubCo Employee who is in a position of manager or above, (B) to the knowledge of Lundin SubCo, there has been no occurrence of unlawful discrimination, retaliation or harassment with respect to any Lundin SubCo Employee, and (C) neither Lundin SubCo nor any of its Subsidiaries has entered into any settlement agreements related to specific allegations of sexual harassment or misconduct by or against any current or former Lundin SubCo Employee at a manager level or above.

(viii) Lundin has made available to Talon a true and complete copy of each employee handbook and any other material written policy that applies to any Lundin SubCo Employee.

(ff) Acceleration of Benefits. Upon completion of the Transaction, no Person will, as a result of completion of the Transaction and the other transactions contemplated by this Agreement and the Ancillary Transaction Agreements, become entitled to: (i) any retirement, severance, unemployment compensation, "golden parachute", bonus or other similar payment from Lundin SubCo or any of its Subsidiaries; (ii) the acceleration of the vesting or the time to exercise of any outstanding stock option or employee or director awards of Lundin SubCo or any of its Subsidiaries; (iii) the forgiveness or postponement of payment of any indebtedness owing by such Person to Lundin SubCo or any of its Subsidiaries; or (iv) except as set out in Schedule 4.2(ff) of the Lundin Disclosure Letter, receive any additional payments or compensation under or in respect of any employee or director benefits or incentive or other Lundin SubCo Employee Plan, compensation plans or arrangements from Lundin SubCo or any of its Subsidiaries.

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(gg) Employee Benefit Plans.

(i) Schedule 4.2(gg)(i) of the Lundin Disclosure Letter sets forth a true, complete and accurate list of all Lundin SubCo Employee Plans. Other than as disclosed in Schedule 4.2(gg)(i) of the Lundin Disclosure Letter, neither Lundin SubCo nor any of its Subsidiaries has any pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Lundin SubCo or any of its Subsidiaries.

(ii) Lundin has provided true, correct and complete copies of all the Lundin SubCo Employee Plans as amended as of the date of this Agreement, together with all related documentation including, without limitation, funding and investment management agreements, summary plan descriptions, the most recent actuarial reports (including, for greater certainty, actuarial valuations in respect of any multi-employer pension plan), financial statements, asset statements, and all opinions and memoranda (whether externally or internally prepared) and correspondence with all Governmental Authorities or other relevant Persons.

(iii) Each of Lundin SubCo and its Subsidiaries have complied in all material respects with all of the terms of the Lundin SubCo Employee Plans, and all Applicable Law in respect of employee compensation and benefit obligations of Lundin SubCo and its Subsidiaries. All contributions, and premiums owing under the Lundin SubCo Employee Plans have been paid when due in accordance with the terms of the Lundin SubCo Employee Plans and Applicable Law. Lundin SubCo and/or its Subsidiaries, as the case may be, have paid in full all contributions under the Lundin SubCo Employee Plans up to the date of this Agreement.

(iv) Except for Lundin SubCo's 401(k) Plan, no Lundin SubCo Employee Plan is a "registered pension plan", "deferred profit sharing plan", a "retirement compensation arrangement", "salary deferral arrangement" or a "registered retirement savings plan", as such terms are defined in the Tax Act or provides benefits (other than retirement benefits pursuant to a U.S. qualified retirement plan), including health and welfare benefits, following the retirement or (except where required by statute) termination of employment of any employee of Lundin SubCo or any of its Subsidiaries.

(v) There are no claims (other than routine claims for benefits by employees and their beneficiaries or dependents arising in the ordinary course of operation of the Lundin SubCo Employee Plan) pending or, to the knowledge of Lundin, threatened with respect to any Lundin SubCo Employee Plan or any fiduciary or sponsor of any Lundin SubCo Employee Plan with respect to their duties under such Lundin SubCo Employee Plan or the assets of any trust under such Lundin SubCo Employee Plan.

(vi) Except as set out in Schedule 4.2(gg)(vi) of the Lundin Disclosure Letter, no insurance policy or any other agreement affecting any Lundin SubCo Employee Plan requires or permits a retroactive increase in contributions, premiums or other payments.

(vii) No provision in any Lundin SubCo Employee Plan or of any agreement, and no act or omission of the sponsor of a Lundin SubCo Employee Plan limits, impairs, modifies, or otherwise affects the right of the sponsor of the Lundin SubCo Employee Plan to unilaterally amend or terminate any Lundin SubCo Employee Plan, and no binding commitments to improve or otherwise amend any Lundin SubCo Employee Plan have been made to employees.

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(viii) The sponsor of each Lundin SubCo Employee Plan is in possession of all documents and employee data necessary to administer each Lundin SubCo Employee Plan in accordance with its terms and Applicable Law. Such data is complete, correct, and in a form that is sufficient for the proper administration of each Lundin SubCo Employee Plan.

(ix) No liability exists in connection with any former Lundin SubCo Employee Plan relating to current or former employees (or any of their beneficiaries or dependents).

(x) Lundin SubCo has, for the purposes of each Lundin SubCo Employee Plan, correctly classified those individuals performing services for Lundin SubCo as employees, directors, agents, independent contractors and consultants. Any individual who performs services for Lundin SubCo's or any of its Subsidiaries' business and who is not treated as an employee is not an employee under Applicable Law or for any purpose including, without limitation, for Tax withholding purposes or benefit plan purposes. Neither Lundin SubCo nor any of its Subsidiaries has any liability by reason of an individual who performs or performed services for Lundin SubCo's or any of its Subsidiaries' business in any capacity being improperly excluded from participating in a benefit plan.

(xi) Other than as expressly set out in this Agreement, the execution of this Agreement and the completion of the Transaction will not (either alone or in conjunction with any additional or subsequent events): (i) constitute an event under any Lundin SubCo Employee Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former Lundin SubCo Employee, director, independent contractor or consultant of Lundin SubCo or its Subsidiaries, or their dependents or beneficiaries; or (ii) result in the payment of any amount that would, individually or in combination with any other such payment, constitute an "excess parachute payment" as defined in section 280G(b)(1) of the Code.

(xii) No Lundin SubCo Employee Plan is, and neither Lundin SubCo nor any ERISA Affiliate has ever maintained, sponsored, established, participated in or contributed to, or is or has been obligated to maintain or contribute to, or has any current or contingent obligation or liability under or with respect to: (A) any "multiemployer plan" (within the meaning of section 3(37) of ERISA); (B) any "multiple employer plan" (within the meaning of section 210 of ERISA or section 413 of the Code); (C) any "multiple employer welfare arrangement" (within the meaning of section 3(40) of ERISA); or (D) any "defined benefit plan" (within the meaning of section 3(35) of ERISA) or any other plan that is or was subject to section 412 or 430 of the Code or section 302 or Title IV of ERISA.

(xiii) No Lundin SubCo Employee Plan provides post-ownership, post-employment, or retiree medical, health, welfare or other death benefits, except to the extent required by Applicable Law. Lundin SubCo has not incurred (whether or not assessed) any Tax or penalty under sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code, and no circumstances exist or events have occurred that would reasonably be expected to result in the imposition of any such Taxes or penalties. Lundin SubCo has maintained adequate records to enable Lundin SubCo to comply with any reporting obligations it may have under sections 6055 and 6056 of the Code, as applicable.

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(hh) Employment Withholdings. Lundin SubCo and its Subsidiaries have withheld from each payment made to any of its present or former Lundin SubCo Employees directors, or other Persons, all material amounts required by Applicable Law to be withheld by it on account of applicable statutory withholdings, and has remitted such withheld amounts within the required time to the appropriate Governmental Authority. All withheld amounts have been duly paid to the appropriate Governmental Authority in time and in accordance with Applicable Law. To the knowledge of Lundin, Lundin SubCo and its Subsidiaries paid in due time and manner the corresponding social security contributions to the Governmental Authority.

(ii) Intellectual Property.

Except as would not reasonably be expected to have a Material Adverse Effect on Lundin SubCo and its Subsidiaries, taken as a whole:

(i) Lundin SubCo and its Subsidiaries collectively own all rights in or have obtained valid and enforceable licenses or other rights to use the Intellectual Property necessary to carry on the business of Lundin SubCo and its Subsidiaries as currently conducted or for the use of the assets owned, leased, licensed or utilized under similar arrangements (or anticipated to be owned or leased, licensed or utilized under similar arrangements in the case of assets currently under development by or for the benefit of Lundin SubCo or its Subsidiaries) by Lundin SubCo and its Subsidiaries in compliance with Applicable Laws, free and clear of Encumbrances (other than Permitted Encumbrances);

(ii) to the knowledge of Lundin, there is no infringement by third parties of any Intellectual Property to be then owned, licensed or commercialized Lundin SubCo or any of its Subsidiaries; and

(iii) neither Lundin SubCo nor any of its Subsidiaries has received any written notice or claim challenging Lundin SubCo or its Subsidiaries respecting the validity of, use of or ownership of the processes and technology forming part of the Intellectual Property, and to the knowledge of Lundin, there are no facts upon which such a challenge could be made.

(jj) Environmental.

(i) Lundin SubCo and its Subsidiaries have carried on and are currently carrying on their operations in compliance with all Environmental Laws, including Laws related to the protection of periglacial environments, and the Lundin SubCo Properties and assets have complied and currently comply with all Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Lundin SubCo or any of its Subsidiaries. To the extent required by Environmental Laws, Lundin SubCo and its Subsidiaries have filed all applications necessary to renew or obtain any Environmental Approvals in a timely fashion so as to allow them to continue to operate their businesses in compliance with applicable Environmental Laws, and Lundin SubCo and its Subsidiaries do not expect such new or renewed Environmental Approvals to include any terms or conditions that will have a Material Adverse Effect on Lundin SubCo or its Subsidiaries.

(ii) Except as set out in Schedule 4.2(jj)(ii) of the Lundin Disclosure Letter, each of Lundin SubCo and its Subsidiaries have obtained from the relevant Governmental Authorities, and are in compliance with, any Environmental Approvals required to conduct their

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previous and current businesses and such Environmental Approvals remain valid and in good standing on the date of this Agreement.

(iii) Except as set out in Schedule 4.2(jj)(iii) of the Lundin Disclosure Letter, neither Lundin SubCo nor any of its Subsidiaries is subject to any contingent or other liability relating to: (A) the remediation of the Environment, or the restoration or rehabilitation of land, water or any other part of the Environment; (B) mine closure, reclamation, remediation or other post operational requirements; or (C) non-compliance with Environmental Laws. With respect to property formerly owned or leased by Lundin SubCo or any of its subsidiaries, such properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose of, discharge, Release, transfer, produce or process Hazardous Substances, except in compliance with all Environmental Laws and except to the extent that such non-compliance would not have a Material Adverse Effect. Neither Lundin SubCo nor any of its Subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any such formerly owned or leased property, except in compliance with all Environmental Laws, except for Releases that would not have a Material Adverse Effect. All Hazardous Substances handled, recycled, disposed of, discharged, Released, treated or stored on such properties by Lundin SubCo or any of its Subsidiaries have been handled, recycled, disposed of, discharged, Released, treated and stored in compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not have a Material Adverse Effect. To the knowledge of Lundin SubCo, there are no Hazardous Substances at, in, on, under or migrating to or from any such formerly owned or leased property, except in material compliance with all Environmental Law.

(iv) The Lundin SubCo Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose of, discharge, Release, transfer, produce or process Hazardous Substances, except in compliance with all Environmental Laws and except to the extent that such non-compliance would not have a Material Adverse Effect. Neither Lundin SubCo nor any of its Subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Lundin SubCo Property, except in compliance with all Environmental Laws, except for Releases that would not have a Material Adverse Effect. All Hazardous Substances handled, recycled, disposed of, discharged, released, treated or stored on or off site of the Lundin SubCo Properties by Lundin SubCo or any of its Subsidiaries have been handled, recycled, disposed of, discharged, released, treated and stored in compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not have a Material Adverse Effect. There are no Hazardous Substances at, in, on, under or migrating from any Lundin SubCo Property, except in material compliance with all Environmental Laws.

(v) Neither Lundin SubCo nor any of its Subsidiaries has treated, disposed of, discharged, Released, or arranged for the treatment, disposal, discharge or release of, any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Authority; (B) proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Governmental Authority that creates the reasonable potential for any Proceeding against Lundin SubCo or any of its Subsidiaries. No site or facility owned or leased now or previously owned, operated or leased by Lundin SubCo or any of its Subsidiaries is listed or, to the knowledge of

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Lundin, is proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action.

(vi) Neither Lundin SubCo nor any of its Subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any Lundin SubCo Property in such a manner as: (A) would reasonably be expected to impose liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such liability would not have a Material Adverse Effect; or (B) would be reasonably expected to result in imposition of an Encumbrance, charge or other encumbrance or the expropriation of any Lundin SubCo Property or any of the assets of Lundin SubCo or any of its Subsidiaries.

(vii) Neither Lundin SubCo nor any of its Subsidiaries has received from any Person or Governmental Authority any pending or threatened notice, formal or informal, of any Proceeding, liability or potential liability arising under any Environmental Law that is threatened or pending as of the date of this Agreement. To the knowledge of Lundin, there are no facts or circumstances that reasonably could be expected to give rise to any such notice, action or other claim, liability or potential liability.

(viii) No party has imposed, filed or recorded any environmental lien encumbering any Lundin SubCo Property.

(ix) Neither Lundin SubCo nor any of its Subsidiaries: (A) have agreed to indemnify, or assume any liabilities or responsibility for Remedial Actions of, any other Person regarding the Environment, including violations of Environmental Laws or Releases of Hazardous Substances and; (B) are conducting any investigations, sampling, monitoring or other studies with respect to the Environment or Release of Hazardous Substances.

(x) Lundin SubCo and its Subsidiaries have made available to Talon copies of all environmental reports, audits, evaluations, assessments, studies or tests, and all material correspondence with Governmental Authorities, relating to the Lundin SubCo Property or any Release of Hazardous Substances, in each case, within the possession or control of Lundin SubCo or its Subsidiaries.

(kk) Insurance. Each of Lundin SubCo and its Subsidiaries has in place reasonable and prudent insurance policies appropriate for its size, nature and stage of development. All insurance policies of Lundin SubCo and its Subsidiaries are disclosed in Schedule 4.2(kk) of the Lundin Disclosure Letter and are in full force and effect. All premiums due and payable under all such policies have been paid and Lundin SubCo and its Subsidiaries are otherwise in compliance with the terms of such policies. Neither Lundin SubCo nor any of its Subsidiaries has received any notice of cancellation or termination with respect to any such policy. There has been no denial of claims nor claims disputed by Lundin SubCo's and its Subsidiaries' insurers. All proceedings covered by any insurance policy of Lundin SubCo and its Subsidiaries have been properly reported to and accepted by the applicable insurer.

(II) Corporate Records and Minute Books. The corporate records and minute books of Lundin SubCo and its Subsidiaries, copies of which have been made available to Talon prior to the date hereof for the periods indicated in Schedule 4.2(II) of the Lundin Disclosure Letter, have been maintained in accordance with all Applicable Laws and are complete and accurate in all material respects (other than written resolutions of the board of directors of Lundin SubCo relating to the Transaction).

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(mm) Non-Arm's Length Transactions. There are no current Contracts, loans, arrangements or other transactions between Lundin SubCo or its Subsidiaries, on the one hand, and any: (i) officer or director of Lundin SubCo or its Subsidiaries; (ii) insider or other party not at arm's length to Lundin SubCo or its Subsidiaries; or (iii) any affiliate or associate or any such Persons, on the other hand, other than as contemplated in this Agreement, the Ancillary Transaction Agreements and employment or compensation arrangements entered into in the Ordinary Course.

(nn) Restrictions on Business Activities. There is no Contract or Order binding upon Lundin SubCo or any of its Subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting or impairing: (i) any business practice of Lundin SubCo or its Subsidiaries; (ii) any acquisition of property by of Lundin SubCo or its Subsidiaries; or (iii) the conduct of business by Lundin SubCo or its Subsidiaries as currently conducted (including following the transactions contemplated by this Agreement).

(oo) Competition Act (Canada). Neither: (i) the aggregate book value of the assets in Canada of Lundin SubCo and its Subsidiaries; nor (ii) the consolidated gross revenues from sales in, into or from Canada generated from assets of Lundin SubCo and its Subsidiaries, in each case and calculated in the manner prescribed under the Competition Act, R.S.C., 1985, c. C-34, exceeds $93,000,000.

(pp) Full Disclosure. The information and statements contained in this Agreement are true and correct and together with the Lundin Disclosure Letter, constitute full, true and plain disclosure of all Material Facts relating to Lundin SubCo and its Subsidiaries on a consolidated basis, and contain no Misrepresentations.

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SCHEDULE C
PRE-CLOSING REORGANIZATION

Step 1: Talon issues the Talon Consideration Shares to Talon CloudMine as a contribution (which shall be recorded as a capital contribution and not in exchange for additional common shares of Talon CloudMine).
Step 2: Immediately following Step 1, Talon CloudMine transfers the Talon Consideration Shares to Talon USA as a contribution (which shall be recorded as a capital contribution and not in exchange for additional common stock of Talon USA).

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AI assistant

Talon Metals — M&A Activity 2025

44209_rns_2025-12-29_df816b28-c019-493f-83a2-99142724d892.pdf

ARTICLE 1

INTERPRETATION

ARTICLE 2

THE TRANSACTION

ARTICLE 3

COVENANTS

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

ARTICLE 5

CONDITIONS PRECEDENT

SHARE PURCHASE AGREEMENT

BETWEEN:

WHEREAS:

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Interpretation Not Affected by Headings, etc.

1.3 Number and Gender

1.4 Words of Inclusion

1.5 Date for Any Action

1.6 Statute and Agreement References

1.7 Schedules

1.8 Currency

1.9 Accounting Matters

1.10 Knowledge

ARTICLE 2

2.1 Share Exchange

2.2 Closing

2.3 Pre-Closing Transaction

2.4 Post-Closing Talon Board and Officers

2.5 Talon Share Consolidation

2.6 Working Capital Adjustment

2.7 Financial Assurances

2.8 Midwest Railcar Guaranty

2.9 Financial Assurance and Midwest Railcar Guaranty Payments

2.10 Withholding

ARTICLE 3 COVENANTS

3.1 Covenants of Talon Parties

3.2 Covenants of Lundin

3.3 Post-Closing Covenants of the Talon Parties

3.4 Post-Closing Covenants of Lundin

3.5 Mutual Covenants Regarding the Transaction

3.6 Provision of Information and Integration of Operations

3.7 Communications

3.8 Privacy Issues

3.9 Post-Closing Limitation

3.10 Tax Covenants

3.11 Eagle Bonus Payments

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of Talon Parties

4.2 Representations and Warranties of Lundin

4.3 Investigation

5.1 Mutual Conditions Precedent

5.2 Additional Conditions to Obligations of Talon Parties

5.3 Additional Conditions to Obligations of Lundin

5.4 Notice and Cure Provisions

5.5 Satisfaction of Conditions

ARTICLE 6 AMENDMENT

6.1 Amendment

ARTICLE 7 TERMINATION

7.1 Termination

7.2 Term and Effect of Termination

ARTICLE 8 INDEMNIFICATION

8.1 Indemnification

8.2 Recourse

8.3 Time Limitation

8.4 Monetary Limitation

8.5 Double recovery

8.6 Duty to Mitigate

ARTICLE 9 NOTICES

9.1 Notices

ARTICLE 10

GENERAL

10.1 Survival

10.2 Entire Agreement

10.3 Binding Effect

10.4 Assignment

10.5 Expenses

Talon Metals M&A Activity 2025