Schedule One - Talon Resources plc

RNS Number : 7585F

AIM

27 May 2026

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Talon Resources plc ("Talon Resources" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Eccleston Yards, 25 Eccleston Place, London, England, SW1W 9NF

COUNTRY OF INCORPORATION:

England & Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.talonresourcesplc.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

The Company is currently admitted to trading on the Main Market of the London Stock Exchange. The Company was established as a shell company, originally with the intention to undertake one or more acquisitions in the life sciences sector, which was later changed in 2023 to a strategy to identify and acquire value-accretive opportunities in the natural resources sector, with a particular focus on precious metals projects. Trading in the Company's ordinary shares was suspended on 19 December 2025 pending the Company's publication of an AIM admission document in relation to the Acquisition (as defined below) and admission to trading on AIM ("Admission"). Subject to and on Admission, the Company will have acquired 90 per cent. of Wedgetail Mining Corp ("Wedgetail").

The Company has conditionally agreed to acquire 90 per cent. of Wedgetail, a private Canadian company that holds 100 per cent. of a total of 95 contiguous single-cell mining claims in the Kenora Mining Division in Ontario, Canada, with a total surface area of approximately 1,985.88 hectares (the "Acquisition"), known as the Eagle Lake Project (the "Project"). 90 per cent. of Wedgetail will be acquired from Ulvestone Limited ("Ulvestone"), a company incorporated in the British Virgin Islands on 11 June 2025 under BVI company number 2179010. It is intended that at the same time, Gunsynd plc, an AIM quoted company, will acquire the remaining 10 per cent. of Wedgetail from Ulvestone.

The consideration payable by the Company for 90 per cent. of Wedgetail is expected to be £4.17 million which will be satisfied through the issue of £4 million of new ordinary shares in the Company at the Fundraise Price (defined below) on Admission and a cash payment of £170,000, £70,000 of which is payable on signing the related sale and purchase agreement and the balance of £100,000 to be paid on Admission.

In connection with the Acquisition and Admission, the Company has conditionally raised approximately £2 million (before expenses) through a placing and subscription of new Ordinary Shares at the Fundraise Price. The net proceeds will be used to fund the £100,000 cash balance of the consideration payable on Admission, the initial exploration programme at the Project and the Enlarged Group's general working capital requirements.

Following completion of the Acquisition, the corporate structure will comprise the following on Admission:

- Talon Resources plc - the AIM-quoted parent and strategic decision-making entity, headquartered in London; and

- Wedgetail Mining Corp - the Canadian vehicle that will own the Eagle Lake mining claims.

The Company's strategy is to acquire or invest in mineral targets or resources and progress them towards production. This includes finalising the Acquisition and using the proceeds of the fundraise to fund the development of the Project.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of ordinary shares on Admission: 569,289,670 ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares")

Issue price ("Fundraising Price") per Ordinary Share: 1.25p

Each Ordinary Share carries one vote and the right to dividends.

There are no restrictions as to the transfer of the Ordinary Shares.

No Ordinary Shares will be held as treasury shares on Admission.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: approximately £2m (before expenses) via a placing and subscription

Anticipated market capitalisation on Admission: approximately £7.1m

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Approximately 69%*

*based on a placing and subscription of £2m

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

The Company's Ordinary Shares are currently admitted to trading on the Main Market of the London Stock Exchange and to listing on the equity shares (shell companies) category of the FCA. This admission to trading will be cancelled on Admission to AIM.

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Current Directors :

- Sarah Cope - Non-Executive Director

- Charles ("Charlie") Ainslie Wood -Executive Director

- Marcus Yeoman - Non-Executive Chairman

Proposed Directors:

- Alexander ("Alex") James Harwood King - Chief Executive Officer

- Benjamin ("Ben") James Hodges - Chief Financial Officer

- Robert ("Bert") John Ewart Monro - Non-Executive Director

- Kiran Caldas Morzaria - Non-Executive Director

Sarah Cope and Charlie Wood will step down from the Board on Admission.

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

	As at the Latest Practicable Date		On Admission
Name	Number of Existing Ordinary Shares	Percentage of the Existing Ordinary Shares	Number of Ordinary Shares	Percentage of the Enlarged Share Capital
Kipling House Holding/Investments Ltd	3,347,538	15.13%	3,347,538	‎0.59%‎
Sebastian Marr	2,634,069	11.90%	10,634,069	1.87%
Alan Mcleish	2,427,038	10.97%	2,427,038	0.43%
James Sheehan	1,558,000	7.04%	1,558,000	0.27%
Clive Roberts	1,040,076	4.70%	1,040,076	0.18%
Orana Corporate LLP	902,000	4.08%	11,145,972	1.96%
Ulvestone Ltd	-	-	214,000,000	37.59%
Manumit Capital GP I Ltd	-	-	56,000,000	9.84%
Daniel Betts	-	-	55,229,315	9.70%
Metals One plc	-	-	35,687,945	6.27%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) audited final results to 31 December 2025

(iii) 30 September 2026, 30 June 2027, 30 September 2027

EXPECTED ADMISSION DATE:

23 June 2026

NAME AND ADDRESS OF NOMINATED ADVISER:

Cairn Financial Advisers LLP

9^th Floor, 107 Cheapside,

London, EC2V 6DN

United Kingdom

NAME AND ADDRESS OF BROKER:

Bowsprit Partners Limited

Birchin Court, 20 Birchin Lane

Bank, London

EC3V 9DU

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

A copy of the Admission Document will contain full details about the applicant and the admission of its securities, and will be available from the Company's website at: https://www.talonresourcesplc.com/

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

27 May 2026

NEW/ UPDATE:

New

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Schedule One - Talon Resources plc