Talamore Mining Increases Debt Facility to $450 Million for Coffee Project Financing

Talamore Mining Corp., a Canadian exploration and development company, has announced an update on its financing arrangements, including an increase in the size of its project finance debt facility and the introduction of a warrant early exercise incentive program. The company has increased the size of the debt facility from $400 million to $450 million of secured promissory notes, which will bear interest at a rate of 8.65% per annum, payable quarterly. The notes will be issued in three tranches: a first tranche of $20 million, a second tranche of $80 million, and a third tranche of up to $350 million, with the condition that all notes must be issued within 18 months of the closing of the first tranche. The issuance of the third tranche is contingent upon the company receiving the final permits necessary for the construction and development of the Coffee Project.

The company also plans to issue 47.25 million common share purchase warrants to purchasers of the notes and up to 17.6 million warrants to participants in the incentive program. Each warrant will be exercisable at a price of $15.50 per share for a term of seven years. Assuming full draw-down of the debt facility and full take-up of the early exercise incentive program, the total amount of funds raised in the financing package, including the equity offering completed on July 21, 2026, is expected to be as much as $688 million.

Talamore has entered into a Note and Warrant Purchase Agreement with Trinity Advisors Corporation, as arranging purchaser, TSX Trust Company, as administrative agent and collateral agent, and a syndicate of purchasers. The agreement includes participation from significant shareholders and related parties. Pierre Lassonde, who owns less than 10% of the outstanding common shares, is not an insider of the company. However, if he exercises his existing warrants, he would own 12.1% of the issued and outstanding common shares on a partially diluted basis. After giving effect to the issuance of warrants in connection with the debt facility, assuming Lassonde exercises his existing and new warrants, he would own 15.2% of the issued and outstanding common shares on a partially diluted basis.

Agnico Eagle Mines Limited, which also owns less than 10% of the outstanding common shares, is not an insider of the company. If it exercises its existing warrants, it would own 10.6% of the issued and outstanding common shares on a partially diluted basis. After giving effect to the issuance of warrants in connection with the debt facility, assuming Agnico Eagle Mines Limited exercises its existing and new warrants, it would own 11.7% of the issued and outstanding common shares on a partially diluted basis.

The issuance of the notes and warrants to related parties would be exempt from the formal valuation and minority shareholder approval requirement pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, because the fair market value of the notes and warrants issued to related parties will not exceed 25% of the company's market capitalization. The company did not file a material change report more than 21 days before the expected closing of the debt facility as the details of the debt facility and the participation therein by related parties of the company were not settled until shortly prior to closing and the company wished to close on an expedited basis for sound business reasons.

Talamore plans to proceed with the previously announced incentive program to encourage the early exercise of 35.2 million common share purchase warrants that are exercisable at a price of $2.50 per share. Under the incentive program, warrant holders will be entitled to receive one half new warrant upon the exercise of each 2025 warrant during an incentive period to be fixed by the company following the meeting. In the event that all 2025 warrants are exercised pursuant to the incentive program, Talamore expects to receive gross proceeds of approximately $88 million and to issue 17.6 million incentive warrants exercisable at a price of $15.50 per share for a term of seven years.

The company's progress toward a construction decision for the Coffee Project remains on track, with the debt facility and incentive program providing the necessary financial support. The company is focused on building long-term relationships grounded in transparency, respect, and follow-through with the Trondëk Hwëch'in, Selkirk First Nation, White River First Nation, and the First Nation of Na-Cho Nyäk Dun.