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Talon Metals Management Reports 2026

May 15, 2026

44209_rns_2026-05-15_dde66773-6dad-4a3b-9a9d-ee1f728417a8.pdf

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TALON METALS CORP

Management's Discussion and Analysis

For the three months ended March 31, 2026

This management's discussion and analysis ("MD&A") has been prepared as of May 15, 2026, and should be read in conjunction with Talon Metals Corp.'s ("Talon" or the "Company") condensed interim consolidated financial statements for the three months ended March 31, 2026 (the "Consolidated Financial Statements"). The Consolidated Financial Statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") and which the Canadian Accounting Standards Board has approved for incorporation into Part 1 of the CPA Canada Handbook - Accounting, including IAS 34 Interim Financial Reporting. The Company's presentation currency is United States ("US") dollars. Reference herein of $ or USD is to United States dollars, and C$ or CAD is to Canadian dollars. "This quarter" or "The quarter" means the first quarter ("Q1") of 2026. Unless otherwise indicated, all monetary statements in this document are in United States dollars.

Additional information relating to the Company, including the Company's Annual Information Form for the year ended December 31, 2025, is available on SEDAR+ at www.sedarplus.com.

About Talon Metals Corp.

Talon Metals Corp. is a base metals exploration, development and mining company focused on the exploration and development of the Tamarack nickel-copper-cobalt project (the "Tamarack Project") in Minnesota, USA (which comprises the "Tamarack North Project" and the "Tamarack South Project") and on the producing Eagle Mine in Michigan, USA, an underground nickel and copper mine with ore bring processed at the Company's Humboldt Mill (collectively "Eagle"). The Company is also exploring a large land package of over 400,000 acres in the Upper Peninsula of Michigan (the "Michigan Properties") within close proximity to Eagle, including the Boulderdash discovery, approximately 8 miles from the Eagle Mine.

On January 9, 2026, the Company acquired Eagle Mining US Ltd. ("Eagle Mining") which owns Eagle from Lundin Mining Corporation ("Lundin Mining") by issuing 27,515,223 common shares and granting a production payment royalty, in favor of Lundin Mining, on ore from sources other than the Eagle Mine that is processed through the Humboldt Mill at a rate of $1.00 per tonne, up to a maximum aggregate payment of $20.0 million representing 20 million tonnes of ore. The acquisition resulted in Talon becoming a multi-asset U.S. nickel-copper company and expanded the Company's operational portfolio. The Company is currently assessing the fair value allocation of the acquired assets and assumed liabilities, along with the fair value of the consideration paid, which have been reflected on a provisional basis in the Company's financial statements for the three month period ending March 31, 2026.


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Table of Contents

Cautionary Statement on Forward-Looking Information...3
Going Concern...5
Highlights...6
Summary of Quarterly Results...7
Financial and Operational Performance – Quarterly Results...8
Non-GAAP and Other Performance Measures...10
Eagle...13
Tamarack Project...15
Upcoming Work - Tamarack North Project and the BMPF...21
June 2025 Private Placement...22
Capital Expenditures on Exploration Projects...24
Financial Instruments...25
Financial Condition, Cash Flow, Liquidity and Capital Resources...28
Liquidity and Capital Resources...29
Disclosure of Outstanding Share Data...30
Risks and Uncertainties...32
Related Party Transactions and Balances...43
Critical Accounting Estimates and Changes in Accounting Policies...45
Internal Controls Over Financial Reporting...47


Cautionary Statement on Forward-Looking Information

This MD&A contains certain “forward-looking information” within the meaning of applicable securities laws. All information contained herein, other than statements of historical fact, may constitute forward-looking information. Forward-looking information includes, but is not limited to, statements regarding the Company’s expectations, plans, objectives, assumptions, estimates, intentions and future performance.

Forward-looking information in this MD&A includes, among other things, statements relating to: the Company’s plans, objectives, and expectations in respect of the Tamarack Project, Eagle Mine and the Michigan Properties; the timing, scope and results of exploration, drilling, geophysical, metallurgical, engineering, permitting, environmental review and feasibility study work; the timing and outcome of the Environmental Assessment Worksheet and Environmental Impact Statement processes; the completion and timing of a feasibility study for the Tamarack Project; the Company’s ability to earn a 60% interest in the Tamarack Project pursuant to the 2018 Option Agreement; expectations regarding the operation, mine life, production, grades, recoveries, costs, technical reports and future cash flow generation of Eagle; trade-off studies relating to potentially processing Tamarack ore at the Humboldt Mill; the development, permitting and financing of the Beulah Minerals Processing Facility; expected government funding and cost-share payments pursuant to the DOE BMPF Grant (defined below) and DOW Exploration Grant (defined below); the timing and amount of grant reimbursements; expectations regarding mineral resource and mineral reserve estimates and future production; anticipated demand for nickel, copper, cobalt and other metals; the Tesla Supply Agreement; future capital expenditures; the Company’s liquidity, working capital, financing plans and ability to raise additional capital; anticipated cash flows from Eagle; and the Company’s business strategies, development plans, milestones and operational outlook.

Forward-looking information reflects management’s current beliefs, expectations and assumptions based on information currently available to the Company. Such assumptions include, among other things: future metal prices and demand; future exchange and interest rates; stable regulatory, permitting and political environments; the availability of financing, government funding, contractors, equipment, supplies and skilled labour; the ability to operate Eagle in accordance with current expectations; the accuracy of mineral resource and reserve estimates; and the Company’s ability to advance the Tamarack Project and Beulah Minerals Processing Facility on expected timelines.

Forward-looking information is subject to significant known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking information. These risks and uncertainties include, but are not limited to: risks relating to underground mining operations at Eagle, including geotechnical instability, equipment failure, operational interruptions and adverse weather conditions; risks relating to integration of Eagle into the Company’s operations; uncertainty relating to mineral resource and mineral reserve estimates; fluctuations in nickel, copper and other commodity prices; global oversupply conditions in nickel markets, including increased Indonesian nickel production; inflationary pressures, trade wars, tariffs, recessionary conditions and global economic uncertainty; disruptions to transportation, logistics, rail and supply chains; delays in permitting or environmental review processes; opposition from stakeholders or Indigenous groups; risks relating to water quality standards and environmental compliance; uncertainty relating to government grant funding, reimbursement timing and compliance with grant conditions; the ability to secure financing and maintain sufficient liquidity; changes in laws, regulations and government policy; labour shortages and workforce retention challenges; cybersecurity and information systems risks; risks associated with tailings management and

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processing performance; risks relating to royalties and restrictive covenants under royalty agreements; the ability to satisfy the conditions of the Tesla Supply Agreement; and the other risks described under the heading "Risks and Uncertainties" in this MD&A and in the Company's Annual Information Form.

Although the Company believes that the assumptions and expectations reflected in the forward-looking information are reasonable, there can be no assurance that such information will prove to be accurate. Forward-looking information is not a guarantee of future performance and actual results or developments may differ materially from those anticipated in the forward-looking information. Readers should not place undue reliance on forward-looking information.

Forward-looking information contained in this MD&A is made as of the date hereof and the Company disclaims any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

Mineral resource estimates referred to in this MD&A are estimates only and no assurance can be given that the anticipated tonnages or grades will be achieved or that mineral resources will be converted into mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Mineral resource and mineral reserve estimates are based on geological interpretation and statistical inferences that may ultimately prove unreliable. If such estimates are inaccurate or are reduced in the future, this may have a material adverse effect on the Company.

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Going Concern

The consolidated financial statements of the Company have been prepared on a going concern basis, which presumes that the Company will continue in operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.

On January 9, 2026, the Company acquired Eagle Mining, which owns Eagle, located in Michigan, USA.

The Company's ability to continue as a going concern is dependent on cash flows from Eagle combined with existing working capital and the receipt of government grant cost-share payments. There are risks and uncertainties regarding the cash flows from Eagle, including prevailing market prices for nickel and copper, operating costs, capital costs, and operational risks. and other factors, which in turn are impacted by global events such as wars and recessions. In order to develop and construct the Tamarack Project, the Company will need to raise additional capital. The Company has a track record of raising capital; however, amounts, timing, and the terms of capital raises are uncertain and may be unfavorable to the Company. To support raising capital, the Company focuses its efforts on achieving milestones and value-added activities, such as cost and productivity improvements at Eagle, a feasibility study for the Tamarack Project, and exploration at the Tamarack Project and in Michigan. There can be no assurance that the Company will be successful in carrying out any of these activities to meet the Company's future working capital requirements and commitments and continue operations for the foreseeable future.

These circumstances create a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern and ultimately on the appropriateness of the use of accounting principles applicable to a going concern.

The consolidated financial statements do not give effect to any adjustments that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern.

The Company has not earned any revenue to date from the Tamarack Project. The Company, and its joint venture partner, Kennecott Exploration Company ("Kennecott"), are in the process of exploring the Tamarack Project, and the Company has not yet determined whether the Tamarack Project contains ore reserves that are economically recoverable. The recoverability of the Company's property carrying value and of the related deferred exploration and evaluation expenditures depends on the Company's ability to maintain an interest in the Tamarack Project, discover economically recoverable reserves and on the Company's ability to obtain necessary financing to complete the development and to establish profitable production in the future, or the receipt of sufficient proceeds on disposal of its interest in the Tamarack Project.

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Highlights

For the three-month period ending March 31, 2026, the Company reported the following:

  • Revenue of $46.9 million (Q1 2025 - $nil million);
  • Net income of $1.6 million (Q1 2025 - net loss of $0.6 million);
  • EBITDA¹ of $7.8 million (Q1 2025 – negative EBITDA of $0.6 million);
  • Adjusted EBITDA of $8.7 million (Q1 2025 – negative EBITDA of $0.6 million); and
  • Cash provided by operating activities was $5.2 million (Q1 2025 - $5.1 million).

As at March 31, 2026, the Company reported the following:

  • Cash, cash equivalents, treasury bills, and term deposits of $31.5 million (December 31, 2025 - $25.4 million);
  • Working capital (current assets less current liabilities) of $48.6 million (December 31, 2025 - $19.3 million); and

As at May 15, 2026, the Company reported cash, cash equivalents, treasury bills, and term deposits of $55.1 million.

On January 9, 2026, the Company completed the acquisition of Eagle, which expanded the Company's business to include mining operations.

On January 23, 2026, the Company completed a share consolidation on the basis of one post-consolidation Talon share for every ten pre-consolidation Talon shares (1:10 basis) (the "Share Consolidation"). All 2025 and 2026 common shares, options, warrants, and per share amounts, including both the number and unit amounts, in this MD&A reflect the Share Consolidation.

On January 28, 2026, the Company closed a private placement with the Strategic Investor that has preemptive rights pursuant to the Strategic Investor Agreement and issued 445,204 common shares at a price of C$4.19 per share for gross proceeds of C$1,867,168 and net proceeds of US$1.4 million.

On March 5, 2026, with shareholder approval, the Company closed a private placement of 1,855,578 common shares at a price of C$4.19 per share to an entity controlled by trusts settled by the late Adolf H. Lundin for aggregate gross proceeds of C$7,782,294 and net proceeds of US$5.7 million.

On March 26, 2026, the Company appointed Juan Andrés Morel as Chairman of the Board of Directors of the Company ("Board"). Mr. Morel succeeds Henri van Rooyen, who stepped down from the role following many years of leadership and service to Talon. Mr. Morel joined the Board in connection with the closing of Talon's acquisition of Eagle in January 2026.

On April 30, 2026, the Company announced the results of an independent National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") technical report for Eagle, including the Eagle, Eagle East, and Keel deposits (the "Eagle Technical Report"), establishing a reserve-backed mine plan to the second half of 2030.

¹ EBITDA and Adjusted EBITDA are non-GAAP financial measures or ratios. Refer to the "Non-GAAP and Other Performance Measures" section in this MD&A for more information, including reconciliations to IFRS measures.


Summary of Quarterly Results

The following table provides selected quarterly consolidated financial information for the periods ended as indicated. It is derived from the unaudited interim consolidated financial statements and the audited annual consolidated financial statements of the Company. All numbers below are unaudited.

2026 2025 2024
US$ thousands except per share amounts 31-Mar 31-Dec 30-Sep 30-Jun 31-Mar 31-Dec 30-Sep 30-Jun
Revenue 46,947 - - - - - - -
Interest income 113 135 342 23 4 41 108 58
Net income (loss) 1,646 (2,187) 1 (834) (591) (542) (443) (492)
Basic net income (loss) per share 0.01 (0.04) 0.00 0.00 0.00 0.00 0.00 0.00
Diluted net income (loss) per share 0.01 (0.04) 0.00 0.00 0.00 0.00 0.00 0.00
Comprehensive income (loss) 1,447 21,253 3,002 (10,124) (722) (3,753) (2,786) 1,173

Prior to Q1 2026, quarterly trends in interest income reflect, for the most part, interest received on cash equivalents, treasury bills, and term deposits. Trends in quarterly expenses are driven primarily by administration expenses (defined above) and stock option compensation. Generally, the most variable component of total expenses over the previous seven quarters has been foreign currency gains and losses and stock option compensation.

Commencing with Q1 2026, the quarterly results include Eagle. Q1 2026 includes a partial quarter for Eagle commencing January 9, 2026, given that the acquisition of Eagle closed on January 9, 2026.

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Financial and Operational Performance – Quarterly Results

The Company’s financial and operating performance is primarily driven by the operations of Eagle. The following table summarizes the Company’s financial and operating performance for Q1 2026.

Summary Financial Results and Operating Statistics

All dollar amounts in US$ thousands except per share amounts and where noted

2026 Q1$
Revenue $ 46,947
Cost of goods sold
Production costs (37,288)
Depreciation, depletion and amortization (6,082)
Gross profit $ 3,577
Net income (loss) 1,646
Basic net income (loss) per share $ 0.01
Diluted net income (loss) per share $ 0.01
Revenue Breakdown
Nickel 52%
Copper 43%
Other 5%
Total 100%
EBITDA and Adjusted EBITDA
EBITDA $ 7,820
Adjusted EBITDA 8,681
Production Statistics
Ore mined (kt) 125
Ore milled (kt) 140
Ore milled (tpd) 1,710
Nickel head grade (%) 1.41
Copper head grade (%) 1.20
Nickel recovery (%) 81.8
Copper recovery (%) 95.4
Nickel production (contained metal tonnes) 1,613
Copper production (contained metal tonnes) 1,600
Nickel sales volume (payable metal tonnes) 1,342
Copper sales volume (payable metal tonnes) 1,574
Cash cost metrics
Cash cost excluding royalties¹ per pound of nickel ($/lb) $ 3.73
Cash cost including royalties² per pound of nickel ($/lb) 5.00
All-in sustaining cost (“AISC”)³ per pound of nickel ($/lb) 7.16
Sustaining capital expenditures (thousands of US$) $ 4,900

¹ Cash cost includes at-mine cash operating costs, treatment and refining charges, selling costs, and transportation costs, and is reported on a $/lb of nickel sold basis. Cash cost may also include royalties, and so cash cost has been presented excluding and including royalties.
² Royalties include state and private royalties, and Michigan severance tax. Michigan severance tax, which is in lieu of state tax, is calculated similarly to a royalty as a percentage of revenue.
³ All-in sustaining cost ("AISC") includes cash cost (as defined above), sustaining capital expenditure, current period closure costs (cash basis), and lease payments (cash basis).
⁴ EBITDA, Adjusted EBITDA, cash costs, AISC and sustaining capital expenditures are non-GAAP financial measures or ratios. Refer to the "Non-GAAP and Other Performance Measures" section in this MD&A for more information, including reconciliations to the nearest comparable IFRS measure.
⁵ Results from Eagle have been included commencing January 9, 2026.


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Summary

During Q1 2026, the Company reported a total recordable injury frequency ("TRIF") rate² of 4.11.

Production was negatively impacted by lower-than-expected mined grades due to stope overbreak, severe winter weather³, which affected ore haulage from the Eagle Mine to the Humboldt Mill, and constraints with mobile fleet availability and long cycle times with ore haulage underground.

The Company is expecting stronger performance in Q2 2026, including higher grades and normalized production levels.

Q1 financial results and performance for Eagle exclude the period from January 1 to January 8, 2026, given that the acquisition of Eagle was completed on January 9, 2026.

Mine

Ore flow at the Eagle Mine was negatively impacted during the quarter due to three stopes that experienced excessive overbreak of blocky material. The blocky material impacted mucking rates, which required additional blasting and handling, negatively impacting ore flow schedules and allocation of equipment and operating resources. Delays in mucking from these stopes further impacted the timing of the subsequent backfill cycles and impacted blasting of subsequent stopes in the sequence. Opportunities to catch up production in Q1 were limited due to historically high snowfall, which affected ore haulage over the road from the Eagle Mine to the Humboldt Mill, and constraints with the mobile fleet due to periods of lower mechanical availability and a long in-mine haulage cycle with available ore located on the far east and the lowest level at Eagle East. The issues with overbreak in the stopes can be attributed to problematic blasting, which has since been corrected with the assistance of outside expert blasting resources and more rigorous QC practices, and additional resources have been prioritized to improve fleet availability.

Grades were lower than planned due to the overbreak issues, as well as due to the timing of ore release because of the lower production in Q1 2026. The mine plan and operating efficiency efforts are expected to result in production being shifted from Q1 2026 to the latter months of 2026.

Changes to the operational execution of the capital ramp development in the lower keel zone made late in the quarter have resulted in excellent advance rates above plan for the final three weeks of the quarter. The daily rate of capital ramp development has increased 86% since making changes in early March to the execution plan and is currently averaging 7 meters per day. Waste movement from the face was opportunistically utilized as secondary stope gob backfill within Eagle East, which created short-haul opportunities that also helped to achieve higher development rates.

Mill

Operations at the Humboldt Mill were impacted by available ore from the mine during the quarter. Ore inventories built up from Q4 2025 at the mine were drawn down during January to maximize available production. Overall mill performance and metal recoveries of 81.8% were in line with the model for the head grades processed. A high-pressure slurry ablation unit was installed in the grinding circuit to help improve metal recoveries, with trial and performance monitoring ongoing.

² TRIF rate is a measure of workplace safety. It is the number of recordable injuries per 100 full-time workers annually.

³ Winter 2025-2026 was the second-highest snowfall season in the history of Marquette, MI, at approximately 23 feet of snow.


Non-GAAP and Other Performance Measures

The Company uses certain performance measures in its analysis and disclosure. These performance measures have no standardized meaning within generally accepted accounting principles under IFRS, and, therefore, amounts presented may not be comparable to similar data presented by other mining companies. This data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The following are non-GAAP measures that the Company uses as key performance indicators.

Non-GAAP financial measure or ratio Definition Most directly comparable IFRS measure Why management uses the measure and why it may be useful to investors
Cash cost excluding royalties Includes costs directly attributable to mining operations (including mining, processing, and administration), treatment, refining, and transportation charges, but excludes royalty expenses, expenses associated with non-cash fair value adjustments to inventory, depreciation and amortization, and capital expenditures. Revenue from sales of by-products reduces cash cost. Production costs Nickel and cash cost per pound sold are useful measures to assess the operating performance of the Company's mine and its ability to generate cash. The inclusion of by-product credits incorporates the benefit of other metals extracted in the production of the primary metal. Cash cost is calculated, including and excluding royalties, since some industry measures of cash cost exclude royalties while others include royalties.
Cash cost including royalties Includes cash cost excluding royalties plus state royalties, private royalties, and state severance tax, which is administered as a royalty.
Cash cost excluding royalties per pound sold This ratio is calculated by dividing cash cost excluding royalties by the sales volume of the primary metal, which is nickel in the case of Eagle.
Cash cost including royalties per pound sold This ratio is calculated by dividing cash cost, including royalties, by the sales volume of the primary metal, which is nickel in the case of Eagle.
All-in sustaining cost ("AISC") Includes cash cost (as defined above), sustaining capital expenditure (including underground mine development), current period closure costs (cash basis), and lease payments (cash basis). As this measure seeks to reflect the full cost of production from current operations, expansionary capital and certain exploration costs are excluded as these are costs typically incurred to extend mine life or materially increase the productive Production costs AISC per pound sold is a useful measure to understand the full cost of producing and selling metal at the Company's mine, and its ability

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Non-GAAP financial measure or ratio Definition Most directly comparable IFRS measure Why management uses the measure and why it may be useful to investors
capacity of existing assets, or for new operations. Corporate general and administrative expenses have also been excluded, as any attribution of these costs to an operating site would not necessarily be reflective of costs directly attributable to the administration of the site. Certain other cash expenditures, including tax payments, financing charges (including capitalized interest), and costs related to business combinations, asset acquisitions, and asset disposals are also excluded. to generate cash while sustaining production at current levels.
AlISC per pound sold This ratio is calculated by dividing AISC by the sales volume of the primary metal, which is nickel in the case of Eagle.
Sustaining capital expenditures This supplementary financial measure is defined as cash basis expenditures, that maintain existing operations and sustain production levels. Investment in property, plant, and equipment Sustaining capital expenditures provide an understanding of costs required to maintain existing production levels.
Earnings before interest, taxes, depreciation, and amortization (EBITDA) and Adjusted EBITDA EBITDA represents net earnings or loss for the period before income tax expense or recovery, depreciation and amortization, and finance costs, net.
Adjusted EBITDA removes the effects of items that do not reflect the Company's underlying operating performance and are not necessarily indicative of future operating results. These may include: unrealized foreign exchange, unrealized gains or losses from derivative contracts, revaluation gains or losses on marketable securities, derivative liabilities, contingent consideration and purchase options, expenses for acquisition-related fair value adjustments to inventory, non-cash impairment charges and reversals, non-cash stockpile inventory or fixed asset write-downs or reversals, goodwill impairment, insurance proceeds, and litigation and settlements. Net income (loss) EBITDA and Adjusted EBITDA are used to valuate the Company's operational performance and its ability to generate cash from core operations.

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The following is a reconciliation from net income (loss) under IFRS to EBITDA and Adjusted EBITDA:

US$ 000's
Net income (loss) $ 1,646
Add back:
Depreciation, depletion and amortization 6,082
Finance income (113)
Finance costs 783
Income tax (578)
EBITDA $ 7,820
Exploration, project development and business development 442
Other (expense) income (11)
Foreign currency gain (loss) 94
Non-cash inventory adjustment 336
Adjusted EBITDA $ 8,681

The following is a reconciliation from total production costs under IFRS to cash cost, including and excluding royalties, and to AISC.

Nickel sales volume (payable metal) Unit
Tonnes tonnes 1,342
Pounds lbs. 2,958,600
Total production costs US$ 000's $ 37,288
Less: Royalties and severance tax (royalty) (3,772)
Less: Non-cash inventory adjustment (336)
Total cost excluding royalties US$ 000's $ 33,180
Less: By-product revenue (22,155)
Cash cost excluding royalties US$ 000's $ 11,025
Royalties and severance tax (royalty) 3,772
Cash cost including royalties US$ 000's $ 14,797
Cash cost excluding royalties per pound sold $/lb of Ni sold $ 3.73
Cash cost including royalties per pound sold $/lb of Ni sold $ 5.00
Cash cost including royalties US$ 000's $ 14,797
Sustaining capital expenditures 4,900
Lease cash payments 920
Closure cost payments 555
All-in sustaining cost ("AISC") US$ 000's $ 21,172
AISC per pound sold $/lb of Ni sold $ 7.16

The following is a reconciliation from total property, plant and equipment additions under IFRS to sustaining capital expenditures:

Total property, plant and equipment additions US$ 000's $ 4,969
Less: property, plant and equipment additions not related to Eagle (69)
Sustaining capital expenditures US$ 000's $ 4,900

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Eagle

History

Kennecott started working in the Midcontinental Rift region in 1991. Nickel exploration in the vicinity of Eagle was started in 1995, and in 2002, the Eagle deposit was first drilled by Kennecott, with economic-grade mineralization being intersected. By the end of 2003, two separate high-grade sulfide zones were identified at Eagle. An extensive resource and geotechnical drill program was completed in 2004, supplying the data to connect the former upper and lower zones and to better establish the geometries of the massive sulfide, semi-massive sulfide, and host intrusive bodies. The result of this work was a pre-feasibility study.

Construction of the Eagle Mine commenced in 2010, and underground development began in September 2011. The Humboldt Mill was purchased by Rio Tinto in 2008. After several years of environmental reclamation and clean-up, refurbishment of the Humboldt Mill commenced in 2012 to prepare the facility to process its first ore in 2014.

Lundin Mining acquired Eagle in 2013, and commercial production of nickel and copper concentrates was achieved in November 2014.

From the first commercial production in November 2014 to the end of 2025, Eagle has produced approximately 195.0 thousand tonnes (kt) of nickel and 187.0 kt of copper. The nickel and copper concentrates are sold under long-term contracts directly to smelters.

On January 9, 2026, Talon acquired the producing Eagle Mine and associated Humboldt Mill from Lundin Mining.


Resources and Reserves

The Eagle Mine resources estimate and reserves estimate (the "Eagle Mine Resources Estimate and Reserves Estimate") each have an effective date of February 28, 2026, and were prepared by independent "Qualified Person" (as that term is defined in NI 43-101), Mr. Brian Thomas of WSP Golder ("Golder"), and are summarized below. In support of the Eagle Mine Resources Estimate and Reserves Estimate, on April 30, 2026, Talon released an independent technical report prepared in accordance with NI 43-101 in respect of the Eagle Mine (the "Eagle Mine Technical Report"). The Eagle Mine Technical Report is entitled "NI 43-101 Technical Report on the Eagle Mine, Michigan, USA" with a report effective date of April 29, 2026.

Eagle Mine Mineral Resources Estimate (Effective February 28, 2026):

Domain Category Tonnes (m) Ni (%) Co (%) Co (%) Ag (g/l) Ag (g/l) Pt (g/l) Pd (g/l)
Eagle Measured (M) 39 1.21 1.40 0.03 0.20 7.35 0.38 0.24
Eagle East - - - - - - - -
Keel - - - - - - - -
Total Measured 39 1.21 1.40 0.03 0.20 7.35 0.38 0.24
Eagle Indicated (I) 43 1.17 1.26 0.03 0.18 6.45 0.34 0.21
Eagle East 1,164 1.54 1.29 0.04 0.16 5.40 0.39 0.27
Keel 2,053 1.14 0.78 0.03 0.08 3.12 0.20 0.14
Total Indicated 3,260 1.28 0.97 0.03 0.11 3.98 0.27 0.18
Eagle M&I 82 1.19 1.33 0.03 0.19 6.88 0.36 0.22
Eagle East 1,164 1.54 1.29 0.04 0.16 5.40 0.39 0.27
Keel 2,053 1.14 0.78 0.03 0.08 3.12 0.20 0.14
Total M&I M&I 3,299 1.28 0.97 0.03 0.11 4.02 0.27 0.19
Eagle Inferred 19 0.99 0.82 0.03 0.09 3.50 0.21 0.14
Eagle East - - - - - - - -
Keel 113 0.92 0.69 0.02 0.06 2.54 0.11 0.13
Total Inferred 132 0.93 0.71 0.03 0.07 2.68 0.13 0.13

Notes:
1. The mineral resource estimate ("MRE") has been reported in-situ and has been prepared in accordance with the CIM Standards (2014) and follows Best Practices outlined by the CIM (2019).
2. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
3. The Qualified Person (for purposes of NI 43-101) for the updated MRE is Brian Thomas, P.Geo., an employee of WSP, and is "independent" of the Company within the meaning of Item 1.5 of NI 43-101.
4. The effective date of the MRE is February 28, 2026.
5. Mineral Resources are reported inclusive of Mineral Reserves at an NSR cut-off value of $150.61/t.
6. Metal Prices used: $9.37/lb Ni, $5.69/lb Cu, $20.00/lb Co, $3,825/oz Au, $44.50/oz Ag, $1,500/oz Pt, $1,205/oz Pd.
7. Rounding may result in apparent summation differences between tonnes, grade, and metal content.


Eagle Mine Mineral Reserves Estimate (Effective February 28, 2026)

Domain Category (kt) Grade Contained Metal
Ni Co Au Ag Co Pt Pd Ni Co Au Ag Co Pt Pd
(kg) (kg) (kg) (kg) (kg) (kg) (kg) (kg) (kg) (kg) (kg) (kg) (kg) (kg)
Eagle Proven 27 1.16 1.36 0.18 6.94 0.03 0.35 0.22 0.31 0.36 0.15 5.92 0.01 0.30 0.19
Probable 14 1.04 1.08 0.15 5.74 0.03 0.28 0.18 0.14 0.15 0.07 2.58 0.00 0.13 0.08
Sub Total 41 1.12 1.27 0.17 6.52 0.03 0.32 0.20 0.45 0.51 0.22 8.50 0.01 0.42 0.27
Eagle East Proven - - - - - - - - - - - - - - -
Probable 1 155 1.31 1.09 0.13 4.62 0.03 0.33 0.23 15.15 12.61 4.99 171.7 0.40 12.2 8.36
Sub Total 1 155 1.31 1.09 0.13 4.62 0.03 0.33 0.23 15.15 12.61 4.99 171.7 0.40 12.2 8.36
Keel Proven - - - - - - - - - - - - - - -
Probable 2 290 0.94 0.68 0.07 2.71 0.03 0.17 0.12 21.50 15.48 5.52 199.4 0.59 12.8 8.81
Sub Total 2 290 0.94 0.68 0.07 2.71 0.03 0.17 0.12 21.50 15.48 5.52 199.4 0.59 12.8 8.81
Total Proven 27 1.16 1.36 0.18 6.94 0.03 0.35 0.22 0.31 0.36 0.15 5.9 0.01 0.30 0.19
Probable 3 459 1.06 0.82 0.09 3.36 0.03 0.23 0.16 36.79 28.25 10.57 373.6 0.99 25.2 17.3
Total P&P 3 486 1.06 0.82 0.09 3.39 0.03 0.23 0.16 37.10 28.61 10.73 379.6 1.00 25.5 17.4

Notes:
1. The Mineral Reserves disclosed are classified as Proven and Probable and are based on the 2014 CIM Definition Standards and 2019 CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines.
2. Mineral Reserves are estimated at a stope full cost NSR cut-off of $150.61/t, a stope marginal cost NSR cut-off of $107.29/t, and a development NSR cut-off of $52.30/t
3. Mineral Reserves are estimated using average long-term prices of $8.15/lb Ni, $4.95/lb Cu, $20/lb Co, $3825/oz Au, $44.50/oz Ag, $1500/oz Pt, $1205/oz Pd.
4. Bulk density interpolated in block model ranges from 2.98 t/m3 to 4.44 t/m3 and averages 4.11 t/m3.
5. The reference point at which the Mineral Reserves are defined is where the ore is delivered to the process plant and therefore not inclusive of milling recoveries or payable metal deductions.
6. Contained Metal for Au, Ag, Pt and Pd is reported in Troy Ounces and calculated as follows:
Contained Metal, (koz) = Tonnage (kt) * Grade (g/t) * 0.032151
7. Numbers may not add due to rounding.
8. The QP is not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing, or political factors that might affect the estimate of Mineral Reserves, other than those specified in Section 15.10 of the Eagle Mine Technical Report.

Please refer to the Eagle Mine Technical Report for further information. The Eagle Mine Technical Report is available under Talon's SEDAR+ profile at www.sedarplus.com and on the Company's website at www.talonmetals.com.

Tamarack Project

Tamarack Earn-in Agreement

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

On January 4, 2016, pursuant to the terms of the Tamarack Earn-in Agreement, as amended, Talon Nickel earned an 18.45% interest in the Tamarack Project by making payments totaling US$25,520,800 broken down as follows:

Option payments $ 1,000,000
Exploration 21,200,000
Land purchases 3,320,800
$ 25,520,800

On January 11, 2018, Talon Nickel and Kennecott entered into a fifth amending agreement (the


"Tamarack Earn-in Fifth Amending Agreement") in respect of the Tamarack Earn-in Agreement (as amended), pursuant to which they agreed to (i) enter into the Mining Venture Agreement with immediate effect, and (ii) accelerate the timing of the approval process for the 2018 winter exploration program so that the 2018 winter exploration program was approved with immediate effect.

Following the Tamarack Earn-in Fifth Amending Agreement, Talon Nickel elected not to financially participate in any further funding made in respect of the Tamarack Project while Kennecott was the operator/manager of the Tamarack Project. This resulted in dilution of its interest from 18.45% to 17.56% (which was later increased to 51% and may increase further to 60%). Going forward, Talon Nickel is required to fund the Tamarack Project in accordance with the 2018 Option Agreement (defined below).

Tamarack Joint Venture

On January 11, 2018, Talon Nickel and Kennecott entered into the mining venture agreement in respect of the Tamarack Project (the "Mining Venture Agreement").

During the term of the 2018 Option Agreement (defined below), the Mining Venture Agreement is in abeyance, and the terms of the 2018 Option Agreement govern the relationship between Talon Nickel and Kennecott in respect of the Tamarack Project.

2018 Option Agreement

On November 7, 2018, Talon Nickel entered into an exploration and option agreement (the "2018 Option Agreement") with Kennecott which provides Talon Nickel with the right to acquire up to a 60% interest in the Tamarack Project. The 2018 Option Agreement has an effective date of March 13, 2019.

Pursuant to the terms of the 2018 Option Agreement, Talon Nickel has taken over operatorship of the Tamarack Project and Talon had the right to acquire a 51% interest in the Tamarack Project upon:

(1) the payment of US$6 million in cash to Kennecott;
(2) the issuance of US$1.5 million worth of common shares of Talon to Kennecott;
(3) within 3 years of the effective date of the 2018 Option Agreement (March 13, 2022), Talon Nickel either spending US$10 million or completing a pre-feasibility study on the Tamarack Project; and
(4) within 3 years of the effective date of the 2018 Option Agreement (March 13, 2022), Talon Nickel paying Kennecott an additional US$5 million in cash.

In late September 2021, approximately 6 months ahead of schedule, Talon completed all of the requirements and earned a 51% interest in the Tamarack Project. Rather than receiving US$5 million in cash, Kennecott agreed to accept 10,543,333 units of Talon (each a "KEX Earn-in Unit") at a deemed issuance price of C$0.60 per KEX Earn-in Unit in full satisfaction of the US$5 million cash obligation. Each KEX Earn-in Unit was comprised of one common share of Talon and one-half of one purchase warrant. Each whole warrant is exercisable to acquire a Talon common share until September 29, 2022, at an exercise price of $0.80 per share.

On October 17, 2025, pursuant to an amendment to the 2018 Option Agreement, as amended, Talon was granted a 12-month extension for delivering a feasibility study on the Tamarack Project and making a US$10 million payment to KEX (the "60% Earn-in Requirement"), moving the deadline from March 14, 2026, to March 14, 2027. Upon completion of the 60% Earn-in Requirement, Talon will increase its

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ownership interest in the Tamarack Project from 51% to 60%.

Upon Talon Nickel vesting with its applicable joint venture interest in the Tamarack Project, the parties have agreed to enter into a new joint venture agreement, pursuant to which, so long as Talon Nickel has a majority interest, Talon Nickel will continue to act as operator of the Tamarack Project. In the event Talon Nickel has delivered a feasibility study on the Tamarack Project, upon the completion thereof, the parties have agreed to fund the Tamarack Project in accordance with their respective ownership interests or be subject to dilution.

Tamarack North Project

The Tamarack North Project is located adjacent to the town of Tamarack in north-central Minnesota, approximately 100 km west of Duluth and 200 km north of Minneapolis, in Aitkin County.

The Tamarack Intrusive Complex ("TIC"), which sits within the Tamarack North Project boundaries, is an ultramafic intrusion associated with the early evolution of the failed, Midcontinental Rift (dated at 1105ma +/- 1.2). This age is significantly older than the Duluth Complex Intrusions, which consistently date at 1099ma and is consistent with other earlier intrusions of the Midcontinental Rift that are often characterized by more primitive melts.

The TIC has intruded into Thomson Formation siltstones and sandstones of the Animikie Group and is preserved beneath shallow Quaternary glacial sediments.

To date, exploration by Kennecott and Talon has included diamond drilling and sampling, as well as a range of geophysical surveys, including airborne magnetic and electromagnetic (EM, MegaTEM and AeroTEM), ground magnetic and EM, magnetotelluric (MT), gravity, seismic, resistivity/induced polarization, and downhole EM.

On June 21, 2023, Talon Nickel submitted its Environmental Assessment Worksheet ("EAW") to the Minnesota Department of Natural Resources ("MDNR") to begin the State's Environmental Impact Statement scoping process for a proposed small-footprint, high-grade underground nickel mine that would be located within the Tamarack North Project. The EAW is the first step in the state environmental review process and is a document that provides a description of the proposed project, a brief analysis and overview of the potential environmental effects, and identifies the permits and approvals required for the proposed project. On September 18, 2023, the MDNR (as the responsible government unit on behalf of itself, other Minnesota government agencies, and proximate sovereign tribal governments) provided a first round of comments on the EAW to which Talon responded on October 10, 2023. A second round of comments on the EAW was received on February 5, 2024, to which Talon responded on December 19, 2024. A third round of comments was received in April 2025, and in June 2025, Talon submitted its responses to this third round of comments. In September 2025, the MDNR returned the latest comments on the EAW, and Talon submitted its response in December 2025, followed by an updated EAW data submittal in March 2026. See the section entitled "Upcoming Work - Tamarack North Project and the BMPF" for further information.

On October 19, 2022, Talon released an updated mineral resource estimate prepared in accordance with NI 43-101 (the "Tamarack Resource Estimate"). In support of the Tamarack Resource Estimate, on November 2, 2022, Talon released an independent technical report prepared in accordance with NI 43-101 in respect of the Tamarack North Project (the "Tamarack November 2022 Technical Report"). The Tamarack November 2022 Technical Report is entitled "November 2022 National Instrument 43-101 Technical Report of the Tamarack North Project - Tamarack, Minnesota" with an effective date of November 2, 2022.

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The Tamarack Resource Estimate has an effective date of October 10, 2022, and was prepared by independent "Qualified Persons" (as that term is defined in NI 43-101), Mr. Brian Thomas and Mr. Roger Jackson of Golder, and is summarized below.

Domain Classification %Ni Cut-off Tonnes (000) Ni (%) Cu (%) Co (%) Pt (g/t) Pd (g/t) Au (g/t) Fe in Sulphides (%) NiEq (%)
CGO East MMS/MSU Indicated Resource 0.5 228 2.84 1.19 0.09 0.31 0.20 0.21 21 3.66
CGO East Disseminated Indicated Resource 0.5 1,083 0.64 0.44 0.02 0.21 0.11 0.13 2 0.94
CGO West MMS/MSU Indicated Resource 0.5 330 4.11 1.68 0.11 0.37 0.28 0.19 27 5.22
CGO West Disseminated Indicated Resource 0.5 586 0.67 0.46 0.02 0.11 0.07 0.07 2 0.96
MSU Indicated Resource 0.5 490 5.60 2.44 0.12 0.68 0.46 0.26 26 7.10
USMSU Indicated Resource 0.5 3,338 1.24 0.74 0.03 0.20 0.12 0.12 5 1.70
LSMSU Indicated Resource 0.5 2,506 1.94 1.05 0.05 0.57 0.34 0.26 8 2.68
Total Indicated Indicated Resource 0.5 8,564 1.73 0.92 0.05 0.34 0.21 0.17 8 2.34
CGO East MMS/MSU Inferred Resource 0.5 158 2.53 1.09 0.08 0.28 0.18 0.19 19 3.29
CGO East Disseminated Inferred Resource 0.5 823 0.62 0.42 0.02 0.20 0.11 0.12 2 0.91
CGO West MMS/MSU Inferred Resource 0.5 107 3.51 1.45 0.10 0.31 0.22 0.17 25 4.48
CGO West Disseminated Inferred Resource 0.5 320 0.66 0.44 0.02 0.10 0.06 0.07 2 0.92
MSU Inferred Resource 0.5 39 5.94 2.53 0.11 0.54 0.45 0.23 25 7.45
LSMSU Inferred Resource 0.5 121 0.84 0.60 0.02 0.50 0.28 0.23 2 1.31
USMSU Inferred Resource 0.5 2,932 0.67 0.41 0.02 0.25 0.14 0.12 2 0.96
138 - MZNO Inferred Resource 0.5 3,957 0.82 0.63 0.02 0.21 0.12 0.14 2 1.21
Total Inferred Inferred Resource 0.5 8,461 0.83 0.55 0.02 0.23 0.13 0.13 3 1.19

Notes:
1. Mineral Resources are in situ and reported at a $0.50\%$ Ni cut-off.
2. Tonnage estimates are rounded down to the nearest 1,000 tonnes.
3. Fe in Sulphides % is based on sulphur concentration associated with sulphide minerals and a calculation of stoichiometric Fe concentration in Pentlandite and Pyrrhotite.
4. Mining recovery and dilution factors have not been applied to the estimates.
5. NiEq grade based on metal prices in U.S. dollars of $9.50/lb Ni,$ 3.75/lb Cu, $25.00/lb Co, $1,000/oz Pt, $1,000/oz Pd and $1,400/oz Au using the following formula: NiEq% = Ni% + Cu% x $3.75/$9.50 + Co% x $25.00/$9.50 + Pt[g/t]/31.103 x $1,000/$9.50/22.04 + Pd[g/t]/31.103 x $1,000/$9.50/22.04 + Au[g/t]/31.103 x $1,400/$9.50/22.04. Fe is not included in the NiEq calculation.
6. No adjustments were made for recovery or payability.
7. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
8. The effective date of the Tamarack Resource Estimate is October 10, 2022

The Tamarack Resource Estimate did not apply metallurgical recovery factors; however, there would be no material change to the nickel-equivalent grades reported in the Tamarack Resource Estimate if reasonable assumptions for those factors were applied. Please refer to the Tamarack November 2022 Technical Report for further information, including the QA/QC, analytical, and testing procedures employed at the Tamarack North Project. The Tamarack November 2022 Technical Report is available under Talon's SEDAR+ profile at www.sedarplus.com and on the Company's website at


www.talonmetals.com.

Tesla Supply Agreement

In January 2022, Talon Nickel entered into an agreement with Tesla for the supply and purchase of 75,000 metric tonnes (165 million lbs) of nickel in concentrate (the "Tesla Supply Agreement"). Talon Nickel agreed to use commercially reasonable efforts to achieve commercial production on or before January 1, 2026, which may be extended by the parties for up to 12 months (the "SOP Date"), following which Tesla has the right to terminate the agreement, and Talon Nickel may elect to sell to other parties. The SOP Date was subsequently agreed to be extended to September 1, 2027. Given the agreement with Tesla, the Company has focused its metallurgical testing with the objectives of producing a nickel concentrate for Tesla and a copper concentrate for selling to one or more smelters.

Beulah Minerals Processing Facility – North Dakota

On October 19, 2022, Talon Nickel was selected as a recipient of the first set of projects funded by the Bipartisan Infrastructure Law.

Under its application for funding, Talon Nickel proposed an ore processing and tailings management facility (the "Beulah Minerals Processing Facility" or the "BMPF") located at an existing industrial brownfields site in Mercer County, North Dakota, receiving feedstock from the future underground Tamarack Project mine and other potential sources in North America. Removing the processing facilities from the Tamarack mine site in Minnesota significantly reduces land disturbance and the scope of environmental review and permitting. Both facilities will undergo the science-based permitting process in both states that includes an opportunity for public comment and government-to-government consultations with tribal sovereign governments.

Effective November 1, 2023, Talon Nickel entered into the definitive agreement with the U.S. Department of Energy setting the terms, conditions, and performance milestones for $157.4 million (US$114.85 million) in grant funding on a cost-share basis towards project development, construction, and execution costs of the Beulah Minerals Processing Facility ("DOE BMPF Grant").

In May 2025, Talon Nickel and Westmoreland Mining LLC ("Westmoreland") signed an option agreement for Talon Nickel to secure an approximately 256-acre portion of the former Westmoreland coal mine site near Beulah, North Dakota, and the associated 7-mile rail spur (the "Westmoreland Property") for the development of the BMPF. Subject to an initial 3-month due diligence period for Talon Nickel, Westmoreland granted Talon Nickel the sole and exclusive right and option to purchase (the "Purchase Option") the Westmoreland Property. Talon Nickel may exercise the Purchase Option at any time at its sole discretion over the ensuing 3-year period (the "Option Period").

In consideration for the Purchase Option, on August 27, 2025, Talon issued Westmoreland 15,000,000 consideration options (the "Consideration Options") to purchase common shares of Talon with an exercise price of $0.40 and an expiration date of August 27, 2028.

Subject to the terms and conditions of the Consideration Options, one-third of the Consideration Options vested immediately on the date of issuance (August 27, 2025); an additional one-third of the Consideration Options will vest on the one year anniversary of the date of issuance (August 27, 2026); and the last one-third of the Consideration Options will vest on the two year anniversary of the date of issuance (August 27, 2027). In the event that at any time during the Option Period Talon shall elect to terminate the Purchase Option, Westmoreland shall retain any Consideration Options which shall at such time have vested in accordance with the vesting schedule set out above, and all such vested

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Consideration Options shall remain outstanding and exercisable, and any unvested Consideration Options at such time shall be deemed to be canceled. In the event that at any time during the Option Period the Company shall elect to exercise the Purchase Option, any Consideration Options which at such time shall not yet have vested in accordance with the vesting schedule set out above shall automatically vest upon the exercise of the Purchase Option and all such Consideration Options shall be exercisable.

Upon the exercise of the Purchase Option by Talon Nickel, title to the Westmoreland Property will be transferred to Talon Nickel in consideration for Talon Nickel making future ore delivery payments to Westmoreland (the "Purchase Price"). Effective as of the first delivery of nickel-bearing ore to the BMPF, Talon Nickel will pay Westmoreland $0.50 per metric ton of ore delivered to the BMPF (based on the nickel-bearing ore having a grade between 1% and 5%). Any ore delivered that has a nickel grade of 1% or less will not be subject to any payment to Westmoreland in respect of such ore. Any ore delivered that has a nickel grade greater than 5% will be subject to a pro-rata increased payment relative to 5%. The Purchase Price is capped at $10 million.

US DOW – Support for Talon’s Nickel Exploration

Effective September 11, 2023, Talon Nickel entered into a definitive agreement with the U.S. Department of War’s Office of Manufacturing Capability Expansion and Investment Prioritization to accelerate and expand the Company’s efforts to discover and secure additional domestic supply of nickel for the growing U.S. battery manufacturing base and defense-related supply chains. Utilizing Defense Production Act (DPA) Title III authorities and funds appropriated by the Additional Ukraine Supplemental Appropriations Act, the US Department of War (“DOW”) will contribute funding on a cost-share basis to Talon’s in-house drilling and geophysics teams to, among other things, accelerate the Company’s efforts to discover and delineate more high-grade nickel deposits within the Midcontinent Rift geology of the United States.

On August 8, 2025, Talon and the DOW agreed to expand the scope of work under the DOW Exploration Grant to include costs associated with the feasibility study and associated studies at the Tamarack North Project.

As part of the agreement, the DOW will contribute $28.2 million (US$20.6 million) (“DOW Exploration Grant”), and Talon will contribute $29.8 million (US$21.8 million) in matching funding on a cost-share basis (including the use of existing equipment and current employee costs) by December 31, 2027.

In order for the DOW to contribute funding, on a cost-share basis, for any of Talon’s drilling and related activities only, Talon and the DOW will be required to complete (i) consultation under Section 106 of the National Historic Preservation Act, and (ii) an environmental assessment pursuant to the National Environmental Protection Act. This work has been completed with respect to portions of Michigan where Talon is active, while work in this regard in connection with Minnesota is still ongoing.

Defense Logistics Agency – Support for New Mineral Extraction Approaches

On December 11, 2024, Talon Nickel was awarded a research and development contract from the Department of War’s Defense Logistics Agency to fund scientific research on new approaches for extracting nickel, cobalt, and iron from domestic nickel sulphide ores and

Work Completed/Expenditures – Tamarack North Project and Tamarack South Project

During the three months ended March 31, 2026, the Company incurred $7.2 million of net expenditures, comprised of $8.3 million of exploration and development costs and deferred expenditures,

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respectively, on resource properties, substantially all on the Tamarack North Project, offset by government grants received of $1.0 million as detailed in the table below.

Category Amount (US$ thousands)
Exploration, drilling and assays $2,695
Geophysics 270
Mining, engineering and geotechnical studies 5,515
Metallurgical testing 48
Environmental, permitting, community and government relations 1,913
Economic studies 2
Mineral leases, property tax and land purchases 131
Professional fees 442
Site costs, travel and general 256
Site remediation (17)
Gross additions $8,256
Government grants received (1,008)
Total $7,247

The above spending was in connection with the following: (i) drilling to expand the current resource, make new discoveries, infill drilling and since March 2025, drilling the Vault Zone; (ii) geophysical work to identify new prospective drilling targets at the Tamarack Project; (iii) work towards a feasibility study; (iv) additional metallurgical test work and downstream processing options; (v) responding to comments on the EAW, and (vi) work undertaken on studies and models to estimate potential environmental impacts and work towards reports that will provide the information needed for development of the Environmental Impact Statement.

Upcoming Work - Tamarack North Project and the BMPF

Exploration, Drilling, Geophysics, and Mineral Resource

From an exploration standpoint at the Tamarack North Project, the Company is focused on exploration of the Vault Zone. Exploration drilling is targeting borehole electromagnetic ("BHEM") anomalies generated from recent drill hole surveys. Drill targets are generally planned with the use of directional drilling, which branches out of an existing drill hole and drills a short daughter hole to effectively test the target without needing to drill from surface. This method saves approximately 500 meters of drilling per daughter hole, and the directional drilling technology also ensures the target is precisely intersected as the drill bit can be steered.

For Q2 2026, the Company is budgeting approximately 5,000 meters of drilling at the Vault Zone, most of which will be spent targeting BHEM anomalies before starting to take larger step-outs and extending holes to evaluate for additional mineralization at depth. The Company is also planning to execute a Controlled Source Electromagnetic (CSEM) geophysical survey over the Tamarack North Project, which will aid in refining deeper conductivity targets beneath Tamarack.

Environmental Studies and Permitting

Tamarack North Project, Minnesota:

Following submission of responses to the fourth coordinated comment round in December 2025, the MDNR, as the responsible governmental unit, has continued coordination on the project description and


environmental review materials. In March 2026, the Company submitted an updated EAW data package reflecting design refinements. The MDNR is developing potential project alternatives for evaluation as part of the Environmental Impact Statement ("EIS") process. Scoping of the EIS is anticipated to begin in July 2026 with the issuance of the Scoping EAW and Draft Scoping Decision Document.

Beulah Minerals Processing Facility, North Dakota:

An option agreement to acquire the Westmoreland brownfields site in Mercer County, North Dakota, has been executed, and the Federal Environmental Assessment is progressing (see also "Engineering and Feasibility Study").

Community Engagement

Across all project locations, the Company continues to engage with local communities and tribal sovereign nations. Key initiatives include identifying potential community impacts and opportunities, developing community capacity building strategies aligned with long-term regional priorities, maintaining transparent engagement on project activities, and supporting the creation of high-quality employment opportunities.

Engineering and Feasibility Study

The Company continues to advance the feasibility study in parallel with the environmental review and permitting processes in Minnesota and North Dakota. The feasibility study covers the mine, ore transfer facility, and rail yard at the Tamarack North Project, as well as the rail yard, processing facilities, and tailings storage at the BMPF.

Following the acquisition of the Humboldt Mill, the Company is evaluating the potential to process Tamarack ore at this facility as an alternative development pathway. While feasibility work for the BMPF will continue as planned, evaluation of this option is expected to defer the final project configuration decision and publication of the feasibility study to the second half of 2026. The EIS process with the MDNR is expected to proceed as scheduled, and the Company will maintain alignment between project design and feasibility work to avoid impacts to permitting timelines and key decision milestones, while continuing to engage with regulators, communities, and other stakeholders.

The updated estimated cost of completing the feasibility study, including the trade-off studies, is expected to be approximately US$2.5 million, which will be funded from cash on hand and cash flow from operations. The cost of completing the feasibility study excludes other costs such as environmental review and permitting, acquiring and maintaining land packages, local costs, cost of operations, community and external engagement, overhead, public company costs, and all infill drilling and exploration. In order to earn a 60% interest in the Tamarack Project, the Company must deliver a feasibility study to Kennecott and pay Kennecott US$10 million, both by March 14, 2027.

There is no assurance that the various business objectives, plans, or milestones as detailed above will be completed on the timelines outlined (or at all). The exploration, development and construction of mineral projects are subject to a number of risks and uncertainties. See section below entitled "Risks and Uncertainties".

June 2025 Private Placement

On June 18, 2025, the Company completed the June 2025 Private Placement (defined below).

The Company intends to use the net proceeds of the June 2025 Private Placement, together with pre-


existing working capital and additional sources of funds, as disclosed in the section titled "Use of Available Funds" in the Company's amended and restated offering document under the Listed Issuer Financing Exemption dated June 9, 2025 ("June 2025 Offering Document") that has been filed on SEDAR+ for advancing the Company's planned exploration and development program at the Tamarack North Project and for general corporate and working capital purposes. The table below is a comparison of the "Use of Available Funds" from the June 2025 Offering Document with the amount spent by the Company to date since the closing of the June 2025 Private Placement.

Intended use of available funds (All amounts in US$ thousands) “Use of Available Funds” from June 2025 Offering Document* Actual Expenditures as of March 31, 2026 Balance of Expenditures (Additionally Allocated) as of March 31, 2026
Tamarack North Project and BMPF
Exploration $10,921 $5,294 $5,627
Feasibility study 4,471 6,356 (1,885)
Environmental review 5,204 4,655 549
Tailings to products development 1,906 1,169 737
Support costs 3,152 1,250 1,902
Mineral leases and land 1,173 314 859
Michigan Properties 660 3,703 (3,043)
General and administrative expenses 1,832 2,847 (1,015)
Unallocated working capital 4,165 - 4,165
Total $33,484 $25,588 $7,896

*Converted from CAD to USD at the CAD/USD exchange rate as of June 30, 2025, of 1.3643.

The higher-than-planned spending from the "Use of Available Funds" from the June 2025 Offering Document in respect of the Michigan Properties was due to spending in anticipation of a binding earn-in agreement in connection with the Lundin Option Agreement, whereby Talon received the Advance Payment.

Additional Triple Flag Royalty

On July 5, 2024, in return for $10.9 million (US$8.0 million) gross cash consideration (the "Triple Flag US Transaction"), (a) Talon Nickel granted Triple Flag USA Royalties Ltd. ("Triple Flag US"), a subsidiary of Triple Flag Precious Metals Corp. an additional 1.67% net smelter returns royalty on the Company's interest in the Tamarack Nickel Project (subject to the Talon Buy-Back Right further described below) (the "New Royalty"); and (b) the Company issued 8 million common share purchase warrants to TF R&S Canada Ltd., each exercisable to acquire one common share of the Company for a period of two years (July 5, 2026) at an exercise price of C$0.20 per share.

Up until July 5, 2026, subject to acceleration in certain circumstances, the Company has a buy-back right (the "Talon Buy-Back Right") of 0.67% of the New Royalty for US$5.0 million, which would thereby reduce the New Royalty to 1.0%. The exercise of the Talon Buy-Back Right is at the Company's discretion.

Triple Flag US has the right to increase the designated percentage of the New Royalty by an additional 0.50% on the payment of an additional US$2.0 million in the event that the Company's cash balance decreases to an amount that is less than US$2.0 million and such decrease is not cured within a period

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of 60 days. The Talon Buy-Back Right would also terminate in these circumstances. The right of Triple Flag US to increase the designated percentage terminates with respect to an applicable cash balance reduction if such right is not exercised within a further period of 60 days after the expiry of the Company's cure period.

Qualified Persons

Etienne Dinel, Vice President, Geology of Talon, is a Qualified Person within the meaning of NI 43-101. Dr. Dinel has reviewed, approved, and verified the technical information disclosed in this MD&A (other than the Eagle Mine Resources Estimate and Reserves Estimate and the Tamarack Resource Estimate), including sampling, analytical, and test data underlying the technical information.

The Qualified Persons who are responsible for the Tamarack Resource Estimate are Mr. Brian Thomas and Mr. Roger Jackson, both independent of Talon. Mr. Thomas and Mr. Jackson have reviewed, approved, and verified the data disclosed in this MD&A relating to the Tamarack Resource Estimate, including sampling, analytical, and test data underlying the Tamarack Resource Estimate, and have visited the site and reviewed and verified the QA/QC procedures used at the Tamarack North Project and found them to be consistent with industry standards.

The Qualified Person who is responsible for the Eagle Mine Resources Estimate and Reserves Estimate is Mr. Brian Thomas, who is independent of Talon. Mr. Thomas has reviewed, approved, and verified the data disclosed in this MD&A relating to the Eagle Mine Resources Estimate and Reserves Estimate, including sampling, analytical, and test data underlying the Eagle Mine Resources Estimate and Reserves Estimate, and has reviewed and verified the QA/QC procedures used at Eagle and found them to be consistent with industry standards.

Capital Expenditures on Exploration Projects

Deferred exploration and development expenditures of the Company are comprised as follows:

All amounts in US$ thousands Dec 31, 2025 2026 Additions 2026 Government Grants Received Foreign Exchange Gain (Loss) Mar 31, 2026
Mineral properties - Resource properties and deferred expenditures
Tamarack Project $179,678 $8,256 $(1,008) $(1) $186,925
Michigan Properties 14,560 226 (225) - 14,561
Total $194,238 $8,482 $(1,233) $(1) $201,486

Total deferred exploration and development expenditures for the three months ended March 31, 2026, were $8.5 million.

As detailed in the table above under "Tamarack Project - Work Completed/Expenditures - Tamarack North Project and Tamarack South Project," amounts incurred on the exploration of mineral properties for the three months ended March 31, 2026, amounted to $8.3 million in respect of the Tamarack Project.

Amounts incurred on the exploration of mineral properties for the three months ended March 31, 2025, amounted to $4 million and was the result of amounts incurred by Talon in respect of the Tamarack Project in accordance with the 2018 Option Agreement, primarily for exploration, drilling, geophysics,


and payments required pursuant to mineral leases.

Financial Instruments

All amounts in US$ millions March 31, 2026 December 31, 2025
Held for trading, measured at fair value:
Cash and cash equivalents $21.7 $12.0
Treasury bills and term deposits $9.8 $9.9
Trade receivables (provisional) $12.0 -
Pricing provisions on concentrate sales $2.9 -
Production payment royalty $4.2 -

Talon is exposed to various risks related to its financial assets and liabilities. The most significant of these risks are discussed below and are managed on an ongoing basis.

Credit Risk Management

Certain of the Company’s financial assets are exposed to a degree of credit risk. The Company endeavors to mitigate credit risk by holding its cash and cash equivalents as cash deposits, short-term government treasury bills, money market funds, and term deposits with major commercial banks. The cash deposits and term deposits are held with major international banks.

Credit risk relating to accounts receivable arises from the possibility that any counterparty to an instrument fails to perform. The Company does not feel there is significant counterparty risk that could have an impact on the fair value of cash and cash equivalents and receivables.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due or at a reasonable cost. The Company has in place a planning and budgeting process to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis and its capital, development, and exploration expenditures.

As of March 31, 2026, the Company had a cash, cash equivalents, treasury bills, term deposits, and trade and other receivables of $55.0 million (December 31, 2025 – $25.4 million) to settle current liabilities of $32.5 million (December 31, 2025 – $6.4 million).

On June 18, 2025, the Company completed a LIFE offering private placement of 11,500,000 units and a concurrent private placement of 7,131,818 units for a total of 18,631,818 units at a price of C$2.20 per unit, for aggregate gross proceeds of C$40,990,000 (the “June 2025 Private Placement”). Each unit consisted of one common share and one-half of a share purchase warrant of the Company, resulting in the issuance of 18,631,818 common shares and 931,590 warrants (the “June 2025 Investor Warrants”). Each whole June 2025 Investor Warrant entitles the holder to acquire one common share at a price of $2.80 for a period of three years following the closing of the June 2025 Private Placement. In connection with the LIFE offering private placement, the Company issued 575,000 broker warrants (the “June 2025 Broker Warrants”) with an exercise price of C$2.20 expiring three years following the closing of the June 2025 Private Placement.

Net proceeds from the issuance of common shares and warrants for the three months ended March 31, 2026, was $7.0 million (year ended December 31, 2025 – $27.5 million). Proceeds from the exercise of

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warrants for the three months ended March 31, 2026, was $2.7 million (year ended December 31, 2025 – $6.4 million). Proceeds from the exercise of options for the three months ended March 31, 2026, was $7.8 million (year ended December 31, 2025 – $5.6 million).

The Company receives government cost-share payments of amounts incurred by the Company related to government grants (see Note 7(c) of the financial statements for further information).

Pursuant to the termination of the Lundin Option Agreement (defined below) between Lundin Mining and Talon, on September 30, 2025, Talon issued 1,850,291 common shares on October 7, 2025, to Lundin Mining as repayment of the Advance Payment (see also the section below entitled "Exclusivity Agreement with Lundin Mining").

Subsequent to year-end, on January 9, 2026, the Company acquired Eagle, and as such, the Company expects to generate positive cash flow from Eagle.

On January 23, 2026, the Company completed the Share Consolidation.

On January 28, 2026, the Company closed a private placement with the Strategic Investor that was exercising its pre-emptive rights under the Strategic Investor Agreement and issued 445,204 common shares at a price of C$4.19 per share for gross proceeds of C$1,867,168.

On March 5, 2026, with shareholder approval, the Company closed a private placement of 1,855,578 common shares at a price of C$4.19 per share to an entity controlled by trusts settled by the late Adolf H. Lundin for aggregate gross proceeds of C$7,782,294.

World events, including the wars in Ukraine, Israel, Iran, and the broader Middle East, government policy, trade wars, increases in tariffs, increases in interest rates, high inflation, capital and stock market volatility, and volatile nickel prices, may have a negative impact on the Company's ability to raise capital and/or operations.

See "Financial Condition, Cash Flow, Liquidity and Capital Resources – Liquidity and Capital Resources" and "Risks and Uncertainties" for further important information.

Market Risk

Market risk is the risk that changes in market prices, including foreign exchange rates and interest rates, will affect the Company's income or the value of its financial instruments.

The Company records its investments using the closing price at the end of the reporting period. Changes in the closing price will affect the fair value of these investments.

As of March 31, 2026, and December 31, 2025, the Company held no investments other than cash and cash equivalents, treasury bills, and term deposits, which management considers not to be materially susceptible to market risks.

Foreign Exchange Risk

The Company is not subject to significant foreign exchange risks given that substantially all of the Company's revenue, operating costs, and capital expenditures are denominated in United States dollars.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk to the extent

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of its interest income on holding of cash equivalents, government treasury bills, money market funds, and term deposits.

The cash equivalents, government treasury bills, money market funds, and term deposits typically have a term to maturity of three to twelve months. It is management's opinion that the Company is not exposed to significant interest or credit risks arising from the cash equivalents, government treasury bills, money market funds, and term deposits due to their short maturities and high credit ratings of the counterparty. The Company mitigates its risk by holding investments that are low in risk and have a relatively short term to maturity.

The carrying values of the Company's financial instruments approximate their fair values unless otherwise noted.

The Company's financial instruments are classified as current assets or liabilities on the statement of financial position of the Company. For receivables/payables with a remaining life of less than one year, the notional amount is deemed to reflect fair value.

Fair Value Hierarchy

The Company's financial assets and financial liabilities have been classified into categories that determine the basis of measurement. The following table shows the carrying values, fair values, and fair value hierarchy of the Company's financial instruments as at March 31, 2026, and December 31, 2025:

March 31, 2026 December 31, 2025
Carrying value and fair value Carrying value and fair value
Financial assets
Fair value through profit or loss
Level 1
Cash and cash equivalents $ 21,733 $ 11,985
Treasury bills $ 9,803 $ 9,858
Level 2
Trade receivables (provisional) $ 11,999 $ -
Financial liabilities
Fair value through profit or loss
Level 2
Pricing provisions on concentrate sales $ 2,880 $ -
Level 3
Production payment royalty $ 4,200 $ -

Fair values of financial instruments are determined by valuation methods depending on hierarchy levels as defined below:

  • Level 1 – Quoted market price in active markets for identical assets or liabilities.
  • Level 2 – Inputs other than quoted market prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e., observed prices) or indirectly (i.e., derived from prices).
  • Level 3 – Inputs for the assets or liabilities are not based on observable market data.

The Company estimates fair values based on the following methods of valuation and assumptions:


  • Trade receivables/pricing provisions on concentrate sales – The fair value of trade receivables that contain provisional pricing sales arrangements are valued using quoted forward market prices.
  • Cash, cash equivalents, and treasury bills - The fair value of cash, cash equivalents, and treasury bills are valued using quoted market prices.
  • The carrying values of certain financial instruments maturing in the short-term approximate their fair values. These financial instruments include term deposits, trade and other receivables other than those provisionally priced, employee benefits payable, trade and other payables other than those provisionally priced, which are classified as amortized cost.
  • Production payment royalty liability – The fair value of the production payment royalty liability was valued using Level 3 inputs such as discount rates and the probability and timing of the cash flows.

Financial Condition, Cash Flow, Liquidity and Capital Resources

Cash Flow Highlights

Three months ended Mar 31, 2026 (US$ thousands) Three months ended Mar 31, 2025 (US$ thousands)
Operating activities $5,567 $5,148
Investing activities (7,659) (2,370)
Financing activities 11,846 (2)
Increase (decrease) in cash & cash equivalents 9,754 2,775
Effect of foreign exchange on consolidation (6) (144)
Beginning cash & cash equivalents 11,985 3,750
Ending cash & cash equivalents $21,733 $6,381

Operating Activities

Operating activities for the three months ended March 31, 2026, generated $5.6 million of cash, primarily due to operations at Eagle offset by an increase in working capital. This compares to $5.1 million generated during the three months ended March 31, 2025, primarily due to advance payments received and non-cash adjustments.

Investing Activities

Investing activities for the three months ended March 31, 2026, consumed $7.7 million compared to $2.4 million consumed in the same period in the prior year. The increase was primarily the result of acquisitions of property, plant, and equipment and investment in resource properties and deferred expenditures, partially offset by proceeds from the sale of treasury bills and term deposits, and by government grants received. Excluding the investments in treasury bills and term deposits, investing activities for the three months ended March 31, 2026, consumed $11.2 million, primarily relating to acquisitions of property, plant, and equipment, and investment in resource properties and deferred expenditures, compared to $2.4 million in the same period in the prior year. During the three months ended March 31, 2026, the Company received government grants of $1.5 million compared to $1.1


million in the prior year.

Financing Activities

Financing activities for the three months ended March 31, 2026, generated $11.8 million compared to $2,000 in the same period in the prior year. The increase was primarily attributed to proceeds received from the January 2026 and March 2026 private placements, the exercise of stock options and warrants, partially offset by principal repayments of lease liabilities and interest paid.

On June 18, 2025, the Company completed the June 2025 Private Placement.

Liquidity and Capital Resources

As of March 31, 2026, the Company had working capital of $48.6 million (December 31, 2025 – $19.3 million). The working capital amount does not include government cost-share payments expected to be received by the Company as a result of expenditures made by the Company that are eligible for cost-share pursuant to the Company's government grants (see Note 7(c) in the financial statements for further information). Working capital is defined as current assets less current liabilities.

On January 9, 2026, the Company acquired Eagle. Cash flow from Eagle, combined with government grants and existing working capital, is expected to allow the Company to meet its financial obligations as they come due over the next 12 months. Existing liquidity is also expected to be sufficient to meet the next milestone discussed in the section above, "Upcoming Work - Tamarack North Project and the BMPF".

The Company's monthly cash inflows and outflows are dependent on numerous factors, including cash flow from Eagle, whether and to what extent the Company is pursuing exploration and development activities, and the receipt of government grants. Eagle's cash flows are dependent on numerous factors given that it is an operating business, some of which are metal prices, mining rates, the ability to transport ore from the mine to the mill and transport concentrate from the mill to smelters in Canada including disruptions from weather or lack of available transport capacity, mill uptime and mill recoveries and numerous other factors, some of which are highly unpredictable. The Company's monthly cash outflows are also dependent on the outlook for raising additional capital and the current amount of working capital, which can modulate operating and investing spending to adjust for periods when access to financing may be constrained.

In connection with a private placement that closed on October 17, 2023, the Company entered into an investment agreement on that date pursuant to which the Company granted the investor (the "Strategic Investor") a contractual participation right in respect of future equity financings by the Company (other than certain exempt issuances) to allow the investor the ability to maintain its ownership interest in the Company as long as the investor and its affiliates, on a partially diluted basis, hold common shares of the Company equal to or exceeding 5% of all common shares issued and outstanding (the "Strategic Investor Agreement").

See "Financial Instruments - Liquidity Risk" and "Risks and Uncertainties" for further important information.

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A summary of Contributed Surplus for the period from January 1, 2025, to March 31, 2026, is as follows:

US$ thousands
Balance December 31, 2024 $35,494
Stock options Stock option compensation 1,470
Stock options Stock options exercised (2,813)
Stock options Foreign exchange (10)
Balance December 31, 2025 $34,141
Stock options Stock option compensation 682
Stock options Stock options exercised (4,640)
Balance March 31, 2026 $30,183

Disclosure of Outstanding Share Data

As of May 14, 2026, the Company had 161,037,711 common shares issued and outstanding.

The following table details the common shares and convertible securities of the Company that are outstanding as of May 14, 2026:

Expiry date or year Weighted average exercise price C$ Total Potential proceeds from exercise C$ thousands
Common Shares 161,037,711
Warrants 18-Jun-2028 $2.20 143,750 $316
Warrants 27-Aug-2028 4.00 1,500,000 6,000
Stock Options 2026 1.87 514,996 965
Stock Options 2027 2.10 1,085,000 2,275
Stock Options 2028 2.04 722,000 1,476
Stock Options 2029 1.39 3,297,336 4,575
Stock Options 2030 2.26 2,293,996 5,192
Stock Options 2031 7.70 2,560,000 19,703
Total number of shares issuable on exercise of convertible securities (i.e., fully-diluted shares outstanding): 173,154,789 $40,502

The following summarizes the change in stock options outstanding of the Company during the three-month period ending March 31, 2026:

Options Exercise Price (C$)
Outstanding – beginning of year 11,380,686 $1.81
Granted 2,560,000 7.70
Exercised (2,794,243) 1.71
Cancelled (15,000) 4.00
Expired (377,500) 1.14
Rounding difference due to Share Consolidation 1 -
Outstanding – end of period 11,131,444 $3.19

All of the stock options outstanding have been issued pursuant to the Company's stock option plan.

Estimated fair value of stock options

The Company determined the fair value of the stock options issued or amended during the three months ended March 31, 2026, and 2025 using the Black-Scholes option pricing model using the following assumptions:

Three Months Ended March 31,
2026 2025
Share Price Closing price on the day prior to the grant date
Risk-free interest rate 2.68% - 3.02% N/A
Expected life 5 years N/A
Expected volatility 60% N/A
Dividend yield 0% N/A
Forfeiture rate 0% N/A

Stock option compensation expense for the three months ended March 31, 2026, and 2025, presented in the table below, was recognized in the consolidated statements of loss and comprehensive loss and includes the cost of the stock option amendment. In addition, amounts related to stock option compensation attributable to work carried out on the Tamarack Project were capitalized to Resource properties and deferred exploration and evaluation costs for the three months ended March 31, 2026, and 2025, also presented in the table below.

Stock option compensation - expensed

Stock option compensation - capitalized

Stock option compensation - total

Three months ended March 31, 2026 Three months ended March 31, 2025
$ 116 $ 72
566 348
$ 682 $ 419

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Risks and Uncertainties

Talon is subject to a number of risk factors due to the nature of the mineral business in which it is engaged, the nature of the Company's assets, and their stage of development.

The exploration operations of the Company, namely the Tamarack Project and the Michigan Properties, are speculative due to the high-risk nature of such business.

The production operation of the Company, namely Eagle, is subject to numerous risks commensurate with the complex and wide-ranging activity of a revenue-producing mining company.

Combined, the Company's activities in pursuit of its objectives are subject to a number of risks and uncertainties.

The following is a summary of the most significant of those risks and uncertainties affecting or that could affect the financial condition or results of operations of the Company. For a further discussion of the risks and uncertainties facing the Company, please refer to the Company's Annual Information Form for the year ended December 31, 2025, under the heading "Risk Factors" available on SEDAR+ at www.sedarplus.com. These risk factors could materially affect the Company's future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company. The Company may face additional risks and uncertainties, including risks and uncertainties that are unknown to the Company or risks and uncertainties that the Company now believes to be unimportant, which could have a material adverse effect on the business of the Company. If any of the risks actually occur, the business, financial condition or results of operations of the Company could be negatively affected.

Mining Operations, Infrastructure, and Geotechnical Risk

Mining operations at the Eagle Mine are subject to hazards and risks normally encountered in underground mining, including geotechnical instability, falls of ground, seismic activity, fire, flooding, and equipment interaction. Certain areas, including the western extension of Eagle East and deeper portions of the orebody, may be subject to elevated stress conditions, which may increase the risk of ground instability. The Eagle Mine has previously experienced geotechnical events, including a fall of ground in 2024 that resulted in reduced production and required rehabilitation of underground access. There can be no assurance that similar events will not occur in the future, and any such occurrence could have a material adverse effect on production, costs, and financial performance.

In addition, the Company's mining, processing, and development activities depend on reliable infrastructure, including roads, bridges, power supply, and water systems. Disruptions due to adverse weather conditions, equipment failure, sabotage, or government interference in the maintenance or provision of such infrastructure could adversely affect operations.

Eagle also relies on aging infrastructure and equipment, which may be subject to corrosion, fatigue, or other time-dependent failure modes. Unexpected failure of critical infrastructure or equipment could result in injury or fatality, production disruption, increased maintenance costs, and regulatory action.

Mineral Resource, Reserve, and Mine Life Uncertainty

Eagle ability to sustain production and optimize value depends on the accurate estimation, conversion, and extraction of mineral resources and reserves. Mineral resource and reserve estimates are inherently uncertain and are based on geological interpretations, sampling, engineering assumptions, and economic inputs that may prove to be inaccurate.


Any adverse revision to grade, tonnage, recoveries, geotechnical assumptions, or mine sequencing could reduce production, shorten mine life, and impair asset value. As Eagle approaches the end of its mine life, the margin for error in reserve estimation and mine planning may decrease, increasing sensitivity to such revisions.

Commodity Prices, Global Supply Dynamics, and Market Structure

The economic performance of Eagle and the potential development of the Tamarack Project are highly dependent on the market prices of nickel and copper, which are cyclical and subject to significant volatility. Prices for nickel and copper are influenced by numerous factors, including global macroeconomic conditions, supply and demand balances, substitution risk, foreign exchange rates, inventory levels, and investor activity in commodity markets.

Commodity markets may also be subject to disruption, including trading suspensions or other actions by commodity exchanges, which may affect price discovery and market liquidity.

Commodity markets may also experience significant disruptions, including trading suspensions or other extraordinary measures by commodity exchanges, as occurred in March 2022 when trading in nickel was suspended on the London Metal Exchange. Such events may impair price discovery, reduce liquidity, and increase volatility.

The global nickel market has experienced significant structural changes, including a substantial increase in supply from Indonesia, which accounts for a significant portion of global nickel production. The concentration of global nickel supply in Indonesia provides Indonesia with the ability to exert significant influence over global nickel pricing, including the potential to convert market share into pricing power. Oversupply conditions, including those driven by Indonesian production, have contributed to periods of depressed prices, resulting in mine closures and asset write-downs across the mining industry.

Demand for nickel may also be negatively affected by substitution, including shifts toward lower-nickel or nickel-free battery chemistries or alternative materials in stainless steel production, which may further contribute to downward pressure on prices.

Sustained low or volatile nickel or copper prices, or adverse changes in concentrate payabilities, could materially adversely affect operating margins, cash flow, earnings, reserve economics, and production decisions at Eagle. For the Tamarack Project and other properties, such conditions could adversely affect development decisions, financing, reserve economics, and overall project viability.

Health and Safety Risk

The Company's mining and exploration activities involve inherent health and safety risks. These risks include, but are not limited to, falls of ground, seismic activity, fire, explosions, equipment interaction, ventilation failures, transportation incidents, and other hazards associated with underground mining and material handling.

Such events may result in serious injury or loss of life, damage to property or equipment, environmental harm, regulatory investigations, enforcement actions, operational suspension, and reputational damage.

Despite the implementation of safety management systems, training programs, and operational controls, there can be no assurance that such measures will be effective in preventing incidents. Any significant health and safety event could have a material adverse effect on the Company's business, financial condition, and results of operations.

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Working Capital Requirements

In order to meet its future working capital requirements, the Company will be required to continue to generate sufficient cash flow from Eagle, raise additional capital, receive government grant funding, and/or develop the Tamarack Project or another property into a profitable mine. There can be no assurance that the Company will be successful in generating sufficient cash flow from Eagle, raising additional capital, obtaining government funding, or developing the Tamarack Project or another property into a profitable mine.

If the Company seeks to raise additional capital, such capital may not be available when required or, if available, may not be available on terms acceptable to the Company. Global securities markets have experienced significant volatility due to factors including geopolitical conflicts, inflation, interest rates, trade policies, tariffs, and recessionary conditions, which may adversely affect the Company's ability to raise equity or debt financing. Any issuance of equity securities may result in substantial dilution to existing shareholders.

If the Company is unable to meet its working capital requirements, it could have a material adverse effect on the Company's business, financial condition, and results of operations and, in certain circumstances, its ability to continue operations.

Ability to Continue as a Going Concern

The Company's financial statements have been prepared on a going concern basis, which assumes that the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.

The Company's ability to continue as a going concern is dependent upon its ability to generate sufficient cash flow from Eagle, obtain additional financing, receive government funding, and/or successfully develop the Tamarack Project or another property into a profitable mine. There can be no assurance that the Company will be successful in achieving these objectives or that it will be able to meet its obligations as they become due.

Environmental Compliance, Permitting, and Social License Risk

The Company's operations are subject to extensive environmental laws, regulations, permits, and reporting obligations. Failure to obtain, maintain, or comply with required permits or permit conditions could result in enforcement actions, fines, operational curtailment, capital expenditures, or reputational harm.

Environmental incidents may result in significant consequences, including loss of life, personal injury, damage to property, contamination of natural resources, regulatory investigations, civil or criminal penalties, suspension of operations, and substantial remediation costs. Such events could have a material adverse effect on the Company's business, financial condition, and results of operations.

Environmental regulation is evolving and may become more stringent over time. In particular, regulatory requirements in Minnesota relating to the protection of waters in which wild rice inhabits may impose strict water quality standards that could constrain project design, water management approaches, and discharge limits for the Tamarack Project.

Environmental review processes, including the Environmental Assessment Worksheet process in Minnesota, may involve multiple rounds of comments and revisions from regulatory authorities and Tribal governments, which may extend timelines, increase costs, and create uncertainty regarding


project approvals.

The development of the Tamarack Project is dependent on the receipt of numerous regulatory approvals and permits, the timing and outcome of which are inherently uncertain. Delays in permitting, including as a result of regulatory review processes, stakeholder engagement, or legal challenges, may delay or prevent the advancement of the project and could result in increased costs or the inability to achieve development timelines.

The Company may also be subject to opposition from local communities, Indigenous stakeholders, and non-governmental organizations, which could adversely affect permitting, reputation, and the ability to advance its projects.

United States Department of War Funding

In order for the U.S. Department of War to contribute funding, on a cost-share basis, for any of Talon's drilling and related activities only, Talon and the U.S. Department of War will be required to complete (i) consultation under Section 106 of the National Historic Preservation Act, and (ii) an environmental assessment pursuant to the National Environmental Protection Act. If these regulatory matters are not completed or not completed satisfactorily, the U.S. Department of War will not contribute funding for such activities and may also potentially revoke further funding.

Talon is required to fund its portion of project costs under the applicable cost-share arrangements. If Talon fails to meet its funding obligations, the Department of War will not provide additional funding. In addition, the Department of War may terminate the agreement at any time.

Delays in reimbursement of eligible expenditures, rejection of expenditures deemed ineligible by the applicable government authority, or timing mismatches between expenditures and reimbursement may adversely affect the Company's cash flow and liquidity. The Company may be required to fund expenditures in advance without assurance of timely reimbursement.

United States Department of Energy Funding and the Beulah Minerals Processing Facility

The Company has entered into a definitive agreement with the United States Department of Energy to provide grant funding for the proposed Beulah Minerals Processing Facility.

The availability of such funding is subject to the achievement of specified milestones, satisfaction of cost-sharing requirements, and compliance with regulatory and contractual obligations. Talon Nickel is required to arrange financing for its portion of project costs and to meet all applicable milestone requirements.

If Talon Nickel fails to meet such requirements, the Department of Energy may withhold funding, terminate the agreement, decline to fund future expenditures, or require repayment of previously disbursed amounts.

Delays in reimbursement, rejection of expenditures, or failure to meet applicable requirements may adversely affect the Company's cash flow and financial condition. There can be no assurance that the Company will be able to complete the development of the Beulah Minerals Processing Facility or that the associated funding will be received in full or on a timely basis.

Logistics, Off-Site Processing, and Supply Chain Dependency

Eagle depends on an integrated logistics and processing chain, including the transportation of ore over significant distances on public roads to the Humboldt Mill and the shipment of concentrate by rail.

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These activities increase exposure to risks associated with weather conditions, road hazards, and third-party traffic.

Ore haulage on public roads may result in collisions involving third parties, which could result in injury or fatality, environmental contamination, reputational damage, and disruption to operations. Delays in ore delivery to the Humboldt Mill could adversely affect production.

The Company is also dependent on the availability and performance of critical equipment, replacement parts, reagents, contractors, and transportation providers. Supply chain disruptions, vendor performance issues, and inflationary pressures, or delays in obtaining critical materials, may result in increased downtime, reduced production, and higher operating costs.

The Company utilizes leased railcars to transport concentrate and may be exposed to contractual liability under applicable agreements, including liability for corrosion or damage beyond ordinary wear and tear. Such liabilities could result in additional costs and disputes with counterparties.

2018 Option Agreement

Pursuant to the terms of the 2018 Option Agreement, Talon Nickel has the right to acquire up to a 60% interest in the Tamarack Project from Kennecott, subject to the satisfaction of certain expenditure and other requirements.

If Talon Nickel fails to meet the requirements necessary to earn or maintain its interest in the Tamarack Project, in certain circumstances, Talon Nickel may revert to a minority interest and cease to be the operator of the Tamarack Project. In such an event, Kennecott, as operator, would determine future programs and budgets, including the amount and timing of expenditures required to advance the project.

If Talon Nickel does not fund its proportionate share of such expenditures, its interest in the Tamarack Project would be diluted in accordance with the terms of the 2018 Option Agreement. Continued dilution could ultimately result in a loss of a significant portion of the Company's interest in the Tamarack Project.

In order to satisfy its funding obligations and earn its interest in the Tamarack Project, the Company may be required to raise additional capital. There can be no assurance that such capital will be available on acceptable terms or at all. Any financing may result in substantial dilution to existing shareholders.

Trade Policy, Tariffs, and Global Supply Chain Risk

The Company's operations and development activities may be adversely affected by changes in United States and international trade policy, including the imposition of tariffs, export controls, and other protectionist measures. Actions by the United States and potential retaliatory measures by other jurisdictions may contribute to increased trade tensions or broader trade disputes.

Such measures may increase the cost of equipment, materials, and consumables required for mining operations and project development, including for the Tamarack Project and the proposed Beulah Minerals Processing Facility. Trade restrictions may also affect the transportation and sale of concentrate, including rail logistics, export routes, market access, and commercial terms.

In addition, disruptions to global supply chains or transportation networks, whether arising from trade restrictions, geopolitical tensions, or other factors, may result in delays, increased costs, or reduced availability of critical inputs required for operations or development.

36


Any such developments could have a material adverse effect on the Company's capital expenditures, operating costs, financial performance, and growth prospects.

Exploration, Development, and Operating Risks

The exploration for and development of mineral deposits involves significant risks and uncertainties. Substantial expenditures are required to establish mineral reserves, develop metallurgical processes, and construct mining and processing facilities. There can be no assurance that exploration or development activities will result in the discovery of economically viable mineral deposits.

Metallurgical testing may not produce results consistent with expectations, which could adversely affect recoveries, processing methods, and project economics.

The economic viability of mineral projects, including the Tamarack Project, depends on numerous factors, including the size, grade, and characteristics of the deposit, proximity to infrastructure, commodity prices, capital and operating costs, applicable government regulations, and the interpretation and application of royalty obligations under applicable state mineral leases, which may vary and could impact project economics.

Mining and processing operations are subject to hazards and risks normally encountered in the mining industry, including unusual or unexpected geological conditions, seismic activity, cave-ins, flooding, equipment failure, and metallurgical challenges, any of which could result in damage to property, environmental impacts, personal injury or loss of life, operational delays, and potential legal liability.

The Company's ability to realize value from its mineral projects also depends on its ability to secure and maintain off-take arrangements and access to processing or smelting facilities. There can be no assurance that such arrangements will be available on acceptable terms, or at all.

Processing, Metallurgical, and Tailings Management Risk

The Company's operations depend on the effective processing of ore at the Humboldt Mill and the safe and compliant management of tailings, water, and waste streams. Metallurgical performance is subject to variability in ore characteristics, and there is a risk that recoveries, concentrate quality, or throughput may not perform as expected.

The Company relies on the Humboldt Tailings Disposal Facility, which is designed and operated in accordance with applicable standards, including the Global Industry Standard on Tailings Management. However, risks remain relating to facility performance, capacity constraints, environmental compliance, and evolving regulatory requirements.

Mining and processing activities generate wastewater, contact water, waste rock, and tailings that must be managed in accordance with strict environmental requirements. Any failure of containment, treatment, or monitoring systems could result in groundwater or surface water contamination, leading to remediation obligations, regulatory enforcement, penalties, and reputational harm.

Macroeconomic Conditions, Energy Markets, and Geopolitical Risk

The Company's operations are exposed to broader macroeconomic conditions, including global or regional recessions, reduced industrial activity, and financial market volatility, which may reduce demand for base metals and contribute to lower or more volatile commodity prices.

Global financial markets have experienced increased volatility, reduced liquidity, and constraints on the availability of credit, which may adversely affect the Company's ability to raise capital and fund its

37


operations.

Mining operations can be energy-intensive and sensitive to fluctuations in oil, fuel, and other energy prices. Elevated or sustained high energy prices may increase operating costs and, in certain circumstances, contribute to or result in recessionary conditions.

Geopolitical conflicts, including conflicts in Ukraine and the Middle East, may disrupt energy markets, supply chains, transportation routes, and financial systems, and may contribute to inflationary pressures and broader economic uncertainty.

Any of these factors could have a material adverse effect on the Company's business, financial condition, results of operations, and cash flows.

Government Regulation, Permitting, and Policy Risk

The Company's operations at Eagle and the potential development of the Tamarack Project or other properties are subject to extensive federal, state, and local laws and regulations in the United States, including those governing mineral rights and tenure, permitting, environmental protection, land use, water use, mine safety, taxation, and labor practices.

Changes in government policy, political priorities, administrative interpretation, or regulatory frameworks may adversely affect the Company's operations, development activities, permitting timelines, costs, and profitability. Such changes may also affect decisions to continue funding or advancing development of the Tamarack Project or other properties.

Regulatory approvals and permits required for ongoing operations and future development may be delayed, modified, or denied, and may impose conditions that materially increase capital or operating costs. Failure to comply with applicable laws, regulations, or permit conditions could result in fines, penalties, suspension or curtailment of operations, or the loss, reduction, or revocation of mineral rights, permits, or other key authorizations.

The timing and outcome of regulatory processes are inherently uncertain and could materially adversely affect the Company's business, financial condition, and results of operations

Broader Political, Economic, and Industry Risk

Although the Company's current operations are conducted in the United States, the mining industry is exposed to a range of broader political, economic, and industry risks, including trade disputes, civil unrest, terrorism, expropriation or nationalization of assets, changes in taxation regimes, currency controls, restrictions on the repatriation of funds, and requirements to source goods or employ labour locally.

In addition, illegal or unregulated mining activities in certain jurisdictions may impact global supply dynamics and commodity prices.

While such risks may not directly affect the Company's current operations, they may influence global commodity markets, investor sentiment, regulatory frameworks, and the broader operating environment. Any such developments could have a material adverse effect on the Company's business, financial condition, and results of operations.

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Ownership Transition and Integration Risk

The Company may be exposed to risks associated with the transition and integration of Eagle and its personnel into the Company, including risks relating to governance structures, systems, personnel, reporting processes, transitional service arrangements, and commercial relationships. If integration activities are not effectively executed, the Company could experience operational disruption, increased costs, delays in decision-making, or loss of key personnel.

Mine Closure, Reclamation, and Transition Risk

Eagle is a late-stage asset with a limited remaining mine life, which may reduce operational flexibility and increase risks associated with workforce retention, contractor availability, and supplier continuity.

As the mine approaches the end of its operating life, the Company may experience challenges in attracting and retaining qualified personnel due to job security concerns associated with a finite mine life and competition for skilled mining labor. Reduced workforce stability may impact operational performance, safety outcomes, and the effective execution of closure activities. Closure activities may also have socio-economic impacts on local communities and workforce transition, which may result in additional obligations or stakeholder expectations.

The Company is subject to closure, reclamation, environmental monitoring, and financial assurance obligations. The actual costs of satisfying such obligations may differ materially from current estimates due to changes in regulatory requirements, remediation scope, environmental conditions, inflationary pressures, and evolving standards for closure and post-closure monitoring.

As operations transition toward closure and post-closure activities, there can be no assurance that closure sequencing, reclamation execution, or associated workforce and community impacts will occur without additional cost, delay, or disruption.

Any of these factors could have a material adverse effect on the Company's financial condition, liquidity, and results of operations.

Triple Flag Royalty Arrangements

The Triple Flag US Transaction provides Talon Nickel with a one-time right up to July 5, 2026, to reduce the percentage of the New Royalty to 1.00% in exchange for cash in the amount of US$5 million. There is a risk that prior to Talon Nickel's one-time right expiring, Talon Nickel does not have the cash on hand required or does not elect to use cash on hand to reduce the percentage of the New Royalty. In such a case, in respect of the New Royalty, Triple Flag US will continue to have a royalty of 1.67% (along with the original royalty, a total of 3.52%) of net smelter returns (to be paid out of Talon Nickel's participating interest in the Tamarack Project), which could negatively impact the overall economic viability of the Tamarack Project.

Pursuant to the terms of the royalties, Talon and its related entities have provided security to the Triple Flag entities to support the payment and performance obligations related to the royalty and the guarantees. In the event Talon Nickel fails to meet such obligations, the Triple Flag entities have the right to exercise its security and may, among other things, acquire Talon Nickel's entire interest in the Tamarack Project.

The royalty agreements contain restrictive covenants that limit the discretion of management with respect to certain business matters. These covenants place restrictions on, among other things, the ability of the Company to amend the 2018 Option Agreement, cease to be the operator of the Tamarack


Project, sell or dispose of Talon Nickel’s interest in the Tamarack Project, incur additional indebtedness, create liens or other encumbrances, sell or otherwise dispose of assets, and merge or consolidate with another entity. A failure to comply with these obligations could result in an event of default (as defined under the royalty agreements), which, if not waived, could permit the Triple Flag entities to exercise their security and, among other things, acquire Talon Nickel’s entire interest in the Tamarack Project.

Pursuant to the royalty agreements, Talon Nickel is required to make payment to the Triple Flag entities based on an assumed ownership percentage in the Tamarack Project of 60%. In the event that Talon Nickel dilutes below the assumed ownership percentage or does not acquire a 60% ownership percentage in the Tamarack Project, it will nevertheless still be required to make payment to the Triple Flag entities at the assumed ownership percentage of 60%. Given this, there is a risk that the Company may not have enough money to make the required payments to the Triple Flag entities. In such circumstance, the failure by Talon Nickel to make adequate payment to the Triple Flag entities would constitute an event of default under the royalty agreements, thereby entitling the Triple Flag entities to exercise their security and, among other things, acquire Talon Nickel’s entire interest in the Tamarack Project.

Tesla Supply Agreement

The Tesla Supply Agreement is conditional upon: (i) Talon earning a 60% interest in the Tamarack North Project; (ii) Talon commencing commercial production at the Tamarack North Project; and (iii) the parties completing negotiations and executing detailed supply terms and conditions. Additionally, Talon will use commercially reasonable efforts to achieve commercial production on or before September 1, 2027, at the Tamarack North Project, following which Tesla has a right to terminate the agreement, and Talon may elect to sell to other parties. There is no assurance that any such conditions will be met or that Talon will achieve commercial production at the Tamarack North Project. If such conditions are not met or if the Tesla Supply Agreement is terminated in accordance with its terms, it may have a material adverse effect on the Company and its business and operations (including the market price of the common shares of the Company).

Mineral Resource and Reserve Uncertainty

The Tamarack Project currently includes inferred and indicated mineral resources. Inferred mineral resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no assurance that further exploration will result in inferred mineral resources being upgraded to indicated or measured mineral resources, or that indicated mineral resources will be converted into proven or probable mineral reserves.

If mineral resources are not converted into mineral reserves, the economic viability of the Tamarack Project may be adversely affected.

Litigation and Legal Proceedings Risk

The Company may be subject to litigation, regulatory proceedings, and other legal claims arising in the ordinary course of its business. Such proceedings may include, but are not limited to, claims relating to environmental matters, permitting, contractual disputes, property rights, employment matters, securities laws, and other matters.

The Company may also be subject to legacy or ongoing legal proceedings in jurisdictions where it has operated or holds interests, including proceedings relating to historical activities or assets.

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Litigation and regulatory proceedings may be time-consuming, costly, and unpredictable. The outcome of such proceedings may result in monetary damages, fines, penalties, injunctions, delays to operations or development activities, or other adverse consequences.

In addition, the Company may be subject to securities class action litigation or other claims following periods of volatility in the market price of its common shares.

There can be no assurance that any current or future legal proceedings will be resolved in the Company's favor. Any adverse outcome could have a material adverse effect on the Company's business, financial condition, results of operations, and reputation.

Internal Controls and Disclosure Controls Risk

The Company is subject to requirements relating to internal controls over financial reporting and disclosure controls and procedures.

The Company may not be able to maintain effective internal controls over financial reporting or disclosure controls and procedures, particularly as it continues to evolve its operations, integrate acquired assets, and advance development projects.

Any failure to maintain effective internal controls or to implement required new or improved controls could result in material misstatements in financial reporting, delays in reporting obligations, regulatory scrutiny, or loss of investor confidence.

There can be no assurance that the Company will not identify material weaknesses or significant deficiencies in its internal controls in the future.

Information Systems and Cybersecurity Risk

The Company relies on information technology systems and digital infrastructure in the conduct of its operations, including systems used for financial reporting, communications, operational control, and supply chain management.

The Company may be subject to cyber-attacks, unauthorized access, data breaches or other cybersecurity incidents, including those affecting third-party service providers.

Such incidents could result in disruption of operations, loss of sensitive data, financial loss, regulatory penalties, and reputational damage.

There can be no assurance that the Company's systems and controls will be effective in preventing or mitigating such risks.

Key Personnel

The Company is dependent on the services of key executives, employees, and consultants. The loss of such individuals or the inability to attract and retain qualified personnel could adversely affect the Company's operations, development activities, and future prospects.

Land Title Risk

The Company's interests in mineral properties, including the Tamarack Project, are held through a combination of leases, agreements, and fee ownership, including interests held through Kennecott.

Title to mineral properties may be subject to defects, disputes, or competing claims, including

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unregistered interests, boundary disputes, or Indigenous land claims. There can be no assurance that the Company will be able to maintain or extend its mineral rights or successfully defend its title to such properties.

These risks could have a material adverse effect on the Company's business, financial condition, and results of operations.

Market Price of Common Shares and Volatility

The market price of the Company's common shares may be volatile and may not reflect the underlying value of the Company. The price of the Company's common shares may be affected by a variety of factors, including commodity prices, financial results, market conditions, investor sentiment, changes in analyst coverage, and general economic conditions.

The market price may also be affected by the ownership or disposition of a significant number of shares by major shareholders. Sales of a large number of shares, or the perception that such sales may occur, could adversely affect the market price of the Company's common shares.

Securities class action litigation has often been brought against companies following periods of volatility. The Company may become the subject of similar litigation, which could result in substantial costs and a diversion of management's attention and resources.

These risks could have a material adverse effect on the Company's business, financial condition, and results of operations.

Insurance and Uninsured Risks

The Company maintains insurance coverage that it considers appropriate for its operations; however, such insurance may not cover all risks associated with mining operations. Certain risks, including environmental contamination, pollution, and other hazards, may not be insurable on acceptable terms or at all. Certain risks, including environmental contamination, may not be insurable on acceptable terms or at all. The Company may incur significant liabilities that exceed available insurance coverage or are not covered by insurance, which could materially adversely affect its financial condition.

Uninsured losses or liabilities, or losses in excess of insured limits, could have a material adverse effect on the Company's financial condition and results of operations.

Exchange Rate Risk

The Company is exposed to fluctuations in exchange rates between the Canadian dollar and the United States dollar. A significant portion of the Company's expenditures, including operating and development costs at the Tamarack Project and Eagle, are denominated in United States dollars, while certain financing activities may be conducted in Canadian dollars.

Adverse movements in exchange rates may increase costs, affect cash balances, and require the Company to raise additional capital. Exchange rate fluctuations may also affect the Company's ability to meet funding obligations in respect of the Tamarack Project, which could result in dilution of its interest or loss of project rights.

These risks could have a material adverse effect on the Company's business, financial condition, and results of operations.

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Competition

The mining industry is highly competitive for mineral properties, capital, skilled personnel, and technical expertise. The Company competes with other mining companies, many of which have greater financial, technical, and operational resources.

Such competition may adversely affect the Company's ability to acquire additional mineral properties, attract and retain qualified personnel, or obtain financing on acceptable terms.

These risks could have a material adverse effect on the Company's business, financial condition, and results of operations.

Foreign Subsidiaries and Repatriation of Funds

The Company is a foreign corporation and conducts its operations through subsidiaries, including its United States operating subsidiaries. A substantial portion of the Company's assets is held through such subsidiaries.

Restrictions on the transfer of funds between such entities, including tax considerations or regulatory limitations, may affect the Company's ability to efficiently manage its operations and liquidity.

These risks could have a material adverse effect on the Company's business, financial condition, and results of operations.

Related Party Transactions and Balances

Related parties include directors and officers of the Company, close family members, and enterprises that are controlled by these individuals, as well as certain persons performing similar functions.

The remuneration, including benefits, of directors and officers of the Company for the three months ended March 31, 2026, and 2025 was as follows:

Three months ended March 31
2026 2025
Salaries and benefits of officers $ 1,770 $ 562
Board fees 183 16
Stock-based compensation 240 131
Total Aggregate Compensation $ 2,193 $ 709
Capitalized portion included in Total Aggregate Compensation (capitalized to Resource properties and deferred expenditures):
Salaries and benefits of officers $ 1,599 $ 389
Stock-based compensation 44 77
Total $ 1,643 $ 466

Cash compensation and stock option compensation are recorded on the Consolidated Statements of Loss and Comprehensive Loss in "Salaries, benefits, consulting and board fees" and on the Consolidated Statements of Financial Position in "Resource properties and deferred expenditures".

In order to preserve cash, commencing November 1, 2024, the CEO, former President and CFO of the Company agreed to defer payment of their salaries until the earlier of certain conditions being met related to the Company being in a sufficiently strong financial position to pay these salaries or May 1, 2025 in exchange for the vesting of all stock options issued to these executives and an additional payment of 50% of the amount of the deferred salaries, if and when, the deferred salaries were paid.


The CEO and CFO deferred four months of salaries for the period November 1, 2024, to February 28, 2025, which were paid on March 15, 2025. The former President deferred two months of salaries for the period November 1, 2024, to December 31, 2024, which was paid on April 10, 2025. The additional 50% payment related to the CEO and CFO deferring salary was settled by issuing stock options on April 10, 2025 (see below), while the additional 50% payment related to the former President deferring salary was paid in cash on June 27, 2025.

On April 10, 2025, 222,900 options were issued to the CEO and CFO with an exercise price of $1.00, which vested on the date of grant and have an expiration date that is five years from the date of grant to settle accounts payable related to the additional payment associated with deferring their salaries noted above.

On April 10, 2025, 309,500 options were issued to directors with an exercise price of $1.00 that vested on the date of grant and have an expiration date that is five years from the date of grant to settle deferred chairman and board fees payable related to the period from January 2024 to March 2025.

On December 23, 2025, 16,470 options were issued to directors with an exercise price of $6.10 that vested on the date of grant and have an expiration date that is five years from the date of grant to settle board fees earned in 2025.

On February 20, 2026, 160,000 options were issued to directors with an exercise price of $6.63 that vest over 12 months and have an expiration date that is five years from the date of grant.

On March 15, 2026, 1,800,000 options were issued to officers with an exercise price of $7.99 that vest over three years and have an expiration date that is five years from the date of grant.

UPX Option Agreement - Michigan

On August 9, 2022, Talon entered into an option and earn-in agreement (the "UPX Option Agreement") with UPX Minerals Inc. (a wholly-owned subsidiary of Sweetwater Royalties) ("UPX") to acquire up to an 80% ownership interest in the mineral rights over a land package comprised of approximately 400,000 acres located in the Upper Peninsula of the State of Michigan (the "Michigan UPX Properties"). Pursuant to the terms of the UPX Option Agreement, Talon has agreed to a minimum spending obligation of US$5 million in exploration expenditures or drilling of at least 7,500 meters, with any minimum spending deficiency payable to UPX. Talon has five years (until August 2027) to complete these minimum requirements. Talon will earn a 51% undivided interest in the Michigan UPX Properties upon the completion of 25,000 meters of drilling (the "Stage One Requirement"). Talon will have five years (until August 2027) to complete the Stage One Requirement, which may be extended in certain circumstances.

Talon will then have the option to earn an additional 29% interest in the Michigan UPX Properties (resulting in an 80% ownership interest) upon delivering a feasibility study prepared in accordance with NI 43-101 over a portion of the Michigan UPX Properties (the "Stage Two Requirement"). In the event that Talon does not complete the Stage Two Requirement within eight years (which may be extended in certain circumstances) of determining a "mineral resource" as specifically defined in the UPX Option Agreement at the Michigan UPX Properties, Talon's interest in the Michigan UPX Properties will be reduced to 49%.

As partial consideration for entering into the UPX Option Agreement, Talon issued Kennecott 15,321,933 common shares of Talon at a deemed price of $0.51 per share (based on the 5-day volume-weighted average price of the Talon shares on the Toronto Stock Exchange) in satisfaction of US$6 million in payment obligations of UPX to KEX as a previous owner of the Michigan UPX Properties. Upon Talon

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completing the Stage Two Requirement, UPX will be granted a 2% net smelter return (“NSR”) royalty on the Michigan UPX Properties and have the right to participate in proportion to its participating 20% joint venture interest. In the event UPX does not participate in proportion to its participating 20% joint venture interest, its interest in the joint venture will be subject to dilution, and in the event UPX’s joint venture interest ultimately dilutes below 10%, UPX’s interest in the joint venture will be reduced to 0%, and UPX will be entitled to an additional 1% NSR royalty on the Michigan UPX Properties.

In addition to the Michigan UPX properties, on June 26, 2024, the Michigan Department of Natural Resources issued leases for approximately 21,000 acres of additional mineral leases in the Upper Peninsula of Michigan to Talon Michigan LLC (the “Michigan State Leases”). The Company also has rights to explore certain other properties in Michigan that are not subject to the UPX Option Agreement (together with the Michigan State Leases, the “Michigan Talon Properties”). To the extent the Michigan Talon Properties are within an area of interest defined in the UPX Option Agreement, a royalty of 0.25% is payable to UPX. Collectively, the Michigan UPX Properties and the Michigan Talon Properties are referred to as the “Michigan Properties”.

In June 2024, Talon began mineral exploration drilling on the Michigan Properties.

Michigan Exploration, Drilling, and Geophysics

The Company completed approximately 9,900 meters of drilling in 2025 using two company-owned drill rigs and one contractor drill rig at the Boulderdash and Roland prospects within the Michigan Properties. The Company has also completed core logging, geophysical surveys, and is presently awaiting the return of drill core assay results.

Activity is anticipated to resume early June 2026.

To date, Talon has drilled a total of approximately 14,000 meters towards the Stage One Requirement.

EXCLUSIVITY AGREEMENT WITH LUNDIN MINING

On March 5, 2025 Talon entered into an exclusivity agreement with Lundin Mining for the parties to negotiate an earn-in agreement (the “Lundin Option Agreement”) pursuant to which Lundin Mining may acquire up to a 70% ownership interest in an area of interest that includes the Boulderdash and Roland exploration targets (the “Lundin Optioned Properties”), which are in close proximity to Eagle Mine. The Lundin Optioned Properties form part of the Michigan Properties.

Lundin Mining advanced Talon $6.8 million (US$5 million) (the “Advance Payment”) to, among other things, commence drilling on the Lundin Optioned Properties as soon as the Lundin Option Agreement is entered into.

On September 30, 2025, Talon terminated the Lundin Option Agreement in accordance with its terms.

On October 7, 2025, Talon issued 1,850,291 common shares to Lundin Mining to repay the Advance Payment. The share price increased after the agreement was reached on September 30, 2025, resulting in a loss of $1,258,293 on the advance settled with shares.

Critical Accounting Estimates and Changes in Accounting Policies

The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The consolidated financial statements include estimates

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which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and also in future periods when the revision affects both current and future periods.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of each reporting period and for the periods then ended, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the valuation of resource properties, the estimation of contingencies and the valuation of the asset retirement obligation.

The uncertainty regarding the valuation of resource properties arises as a result of estimates and judgments such as forecasts of metal prices, operating costs, capital costs, and income taxes, among numerous other valuation inputs, discount rates, comparability of the Company's properties to those of other market participants, and the selection of market-participant assumptions used to determine recoverable value.

The uncertainty regarding the estimation of contingencies arises as a result of the uncertainty as to legal proceedings that are before the courts, as well as the amount and probability of a future payment or award.

The uncertainty regarding the valuation of the asset retirement obligation arises as a result of certain key inputs such as future estimated costs, future inflation, the possibility of changing laws and requirements, including changes in constructive obligations, and the discount rate used to present value the future estimated costs.

Talon considers the following accounting policies to be critical in the preparation of its financial statements:

Resource Properties and Deferred Exploration and Evaluation Costs

Interests in mineral exploration properties are recorded at cost. Exploration expenditures relating to mineral properties in which an interest is retained are deferred and carried as an asset until the results of the projects are known. If the project is unsuccessful or if exploration has ceased because continuation is not economically feasible, the cost of the property and the related deferred exploration expenditures are written off.

The cost of mineral properties includes the cash consideration paid and the negotiated value of shares issued on the acquisition of properties. Properties acquired under option agreements, whereby option payments are made at the discretion of the company, are recorded in the financial statements at the time payments are made. The proceeds from options granted or royalties sold on properties are credited to the cost of the related property.

Deferred exploration costs are amortized over the estimated useful life of the related mineral property as commercial production commences. If the net carrying amount of the deferred exploration expenses is not recoverable, these costs are written down to the net recoverable amount of the deferred exploration expense.

The amounts shown for mineral properties and deferred exploration costs represent costs to date, and do not necessarily represent present or future values as they are entirely dependent upon the economic recovery of future reserves.

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The Company does not accrue the estimated future costs of maintaining its mineral properties in good standing.

Asset Impairment

At the end of each reporting period, the Company assesses whether there is an indication that an asset or group of assets within a cash generating unit ("CGU") may be impaired. When impairment indicators exist, the Company estimates the recoverable amount of the asset or CGU and compares it against the asset or CGU's carrying amount. The recoverable amount is the higher of the fair value less cost of disposal ("FVLCD") and the asset or CGU's value in use ("VIU"). If the carrying value exceeds the recoverable amount, an impairment loss is recorded in the condensed interim consolidated statements of income (loss) and comprehensive income (loss) during the period. If either FVLCD or VIU exceeds the asset or CGU's carrying amount, the asset or CGU is not impaired, and the Company does not estimate the other amount.

In assessing VIU, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU for which the estimates of future cash flows have not been adjusted. The cash flows are based on the best estimates of expected future cash flows from the continued use of the asset or the CGU and its eventual disposal.

FVLCD is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, which is best evidenced if obtained from an active market or binding sale agreement. Where neither exists, the fair value is based partly on a discounted cash flow projections model. Costs of disposal, other than those that have been recognized as liabilities, are deducted in measuring FVLCD.

Asset Retirement Obligations

A provision is recognized on the consolidated statement of financial position when the Company has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. The Company's asset retirement obligations arise from its obligations to undertake site reclamation and remediation in connection with its resource properties. The estimated costs of reclamation are based on current regulatory requirements and the present value of estimated reclamation costs at the future date of purchase. Future changes to those regulations and standards, as well as changes resulting from operations, may result in actual reclamation costs differing from the estimate.

Internal Controls Over Financial Reporting

No changes were made to the Company's internal control over financial reporting during the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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