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Talon Metals — Proxy Solicitation & Information Statement 2026
May 22, 2026
44209_rns_2026-05-22_97a0f02f-e2d2-4df1-ad47-0a0d2dd8ecdd.pdf
Proxy Solicitation & Information Statement
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TALON METALS CORP.
Craigmuir Chambers
P.O. Box 71, Road Town
Tortola, British Virgin Islands
Company No: 649782
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual and special meeting of shareholders (the “Meeting”) of Talon Metals Corp. (the “Company” or “Talon”) will be held at Suite 100, One Financial Place, Lower Collymore Rock, St. Michael, Barbados on June 22, 2026 at 12:00 p.m. (Barbados time) for the following purposes:
- to receive the audited consolidated financial statements of the Company for the financial year ended December 31, 2025, together with the report of the auditors thereon;
- to appoint auditors and to authorize the directors to fix their remuneration;
- to elect directors for the ensuing year;
- to consider and, if deemed advisable, approve a resolution, the full text of which is set out in the accompanying management proxy circular (the “Circular”), to confirm, ratify and approve the amended and restated shareholder rights plan of the Company; and
- to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
The attached Circular sets forth a description of the matters referred to above.
The Company will be using the notice-and-access model (“Notice and Access”) provided for under Canadian securities laws for the delivery of the Circular to its shareholders for the Meeting.
Under Notice and Access, instead of receiving paper copies of the Circular, shareholders will receive a notice with information on the Meeting date, time, location and purpose, as well as information on how they may access the Circular electronically or obtain paper copies of the Circular in advance of the Meeting. Requests for paper copies of the Circular must be received no later than June 10, 2026 in order to ensure you receive the Circular in advance of the voting deadline and Meeting date. However, shareholders will receive a paper proxy (“Form of Proxy”) or voting instruction form, as applicable, enabling them to vote in connection with the Meeting. If you do request to receive paper copies of the Circular, please note that another Form of Proxy or voting instruction form, as applicable, will not be sent; please retain your current one for voting purposes.
The Circular is available on the Company’s website at www.talonmetals.com/shareholder-meeting-materials as of May 22, 2026 and will remain on the website for one full year thereafter. The Circular is also available under the Company’s SEDAR+ profile at www.sedarplus.ca. Registered shareholders (those shareholders with a 15-digit control number) who wish to receive paper copies of the Circular in advance of the Meeting may request copies by calling toll-free at 1-866-962-0498. Non-registered shareholders (those shareholders with a 16-digit control number) who wish to receive paper copies of the Circular in advance of the Meeting may request copies by calling toll-free at 1-877-907-7643.
Only registered shareholders at the close of business on May 13, 2026, who either personally attend the Meeting or who have completed and delivered a Form of Proxy, in the manner and subject to the provisions described in the Circular, shall be entitled to vote or to have their Common Shares voted, as the case may be, at the Meeting.
Shareholders who are unable to attend the Meeting in person are requested to complete, date, sign and return the Form of Proxy in the provided return envelope. All instruments appointing proxies to be used at the Meeting or at any adjournment or postponement thereof must be deposited with Computershare Investor Services Inc., Proxy Department, 320 Bay Street, 14th Floor, Toronto, Ontario, Canada, M5H 4A6, in the case of registered holders of Common Shares, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment or postponement thereof or with the chairman of the Meeting prior to the commencement of the Meeting or any adjournment or postponement thereof. Please also see the information contained in the Form of Proxy relating to voting by telephone or the Internet. Beneficial shareholders of Common Shares should refer to the heading "Advice to Non-Registered Shareholders" in the Circular for information regarding their voting rights.
DATED this 13th day of May, 2026.
By Order of the Board of Directors
(Signed) "Greg Kinross"
Gregory Kinross
Director