Road Town, British Virgin Islands–(Newsfile Corp. – March 29, 2018) – Talon Metals Corp. (TSX: TLO) (“Talon” or the “Company”) is pleased to announce that it has entered into an unsecured non-convertible promissory note in the amount of USD$1,000,000 (the “Promissory Note”) with Resource Capital Fund VI LP (“RCF”).
The Promissory Note matures on November 25, 2018 and carries an interest rate of 12% per annum. No finder’s fees or other commissions or fees are payable in connection with the issuance of the Promissory Note. The proceeds of the Promissory Note will be used for general working capital purposes.
RCF is a “related party” of the Company pursuant to Multilateral Instrument 61-101- Take Over bids and Special Transactions (“M1 61-101”) and as such, entering into the Promissory Note is a “related party transaction” within the meaning of MI 61-101. The Company is not required to obtain a formal valuation in connection with the Promissory Note and in accordance with section 5.7(f) of MI 61-101, is not required to obtain minority shareholder approval prior to entering into the Promissory Note as the Promissory Note is non-convertible and is on reasonable commercial terms that are not less advantageous to the Company than if the Promissory Note was obtained from an arm’s length provider.
The Company did not file a material change report more than 21 days before entering into the Promissory Note, as the details of the transaction were not finalized until immediately prior to the execution of the Promissory Note and the Company wished to close the transaction as soon as practicable for sound business reasons.
The TSX has accepted notice of the Promissory Note subject to certain standard conditions.
Talon is a TSX-listed company focused on the exploration and development of the Tamarack Nickel-Copper-PGE Project in Minnesota, USA (which comprises the Tamarack North Project and the Tamarack South Project). The Company has a well-qualified exploration and mine management team with extensive experience in project management.
For additional information on Talon, please visit the Company’s website at www.talonmetals.com or contact:
Talon Metals Corp.
Tel: (416) 361-9636 x102
Email: [email protected]
This news release contains certain “forward-looking statements”. All statements, other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Such forward-looking statements include statements relating use of proceeds of the promissory note and the approval of the TSX. Forward-looking statements are subject to significant risks and uncertainties and other factors that could cause the actual results to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company.
Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.