Talamore secures shareholder approval for financing and warrant exercise program

Vancouver, British Columbia--(Newsfile Corp. - October 5, 2026) - Talamore Mining Corp. (TSX: TALA) (OTCQB: TALMF) (" Talamore " or the " Company ") is pleased to announce the voting results of the Special Meeting of Shareholders of the Company held on October 2, 2026 (the " Meeting "). At the Meeting, shareholders considered resolutions to approve: (i) the issuance of 47.25 million common share purchase warrants of the Company in connection with a project finance debt facility in the amount of $450 million (the " Debt Facility "); and (ii) the implementation of a warrant early exercise incentive program (the " Incentive Program "). The resolutions relating to the Debt Facility and Incentive Program were approved by shareholders at the Meeting.

With the necessary shareholder approvals having been obtained, Talamore plans to proceed with closing the first tranche of the Debt Facility in mid-October 2026. The Incentive Program will run from October 15, 2026 to November 16, 2026, as more particularly described below.

Warrant Incentive Program to Commence October 15, 2026

Talamore will proceed with the 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 (the " 2025 Warrants ") and were issued in connection with the acquisition of the Coffee Project in 2025. Under the Incentive Program, warrant holders will be entitled to receive one half new common share purchase warrant (" Incentive Warrant ") upon the exercise of each 2025 Warrant. The Incentive Warrants will have an exercise price of $15.50 per share and will expire on October 15, 2033. Warrant holders that exercise 2025 Warrants between October 15, 2026 and November 16, 2026 will be eligible to receive the Incentive Warrants.

Talamore views the opportunity to participate in the Incentive Program as being beneficial to both warrant holders and the Company and encourages warrant holders to take advantage of the program. Warrant holders of record will receive additional information from the Company regarding the Incentive Program in the coming days.

The Incentive Warrants and the underlying securities issuable upon exercise of the Incentive Warrants, have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be exercised, as applicable, or offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Talamore Mining

Talamore Mining Corp. is a Canadian exploration and development company advancing the Coffee Gold Project in Yukon, Canada. Coffee is a 100%-owned, open-pit heap leach gold project in the final stages of permitting and engineering, and the Company is working toward a construction decision. In addition to Coffee, Talamore holds a portfolio of copper and gold assets in Chile and Mexico, providing longer-term growth potential.

Talamore recognizes that protection of the land and water around the Coffee Gold Project is of central importance to the Trondëk Hwëch'in, Selkirk First Nation, White River First Nation, and the First Nation of Na-Cho Nyäk Dun. The Company is focused on building long-term relationships grounded in transparency, respect, and follow-through. From day one, Talamore's approach is simple: do the work properly, be honest about it, and follow through on what we say.

Additional Information

For more information, please contact: Tim Warman Chief Executive Officer and Director Talamore Mining Corp. Email: info@talamoremining.com Phone: 604-646-1890

Forward-Looking Information

Certain of the statements made and information provided by Talamore in this press release are forward-looking statements or information within the meaning of applicable Canadian securities laws. Often, these forward-looking statements and forward-looking information can be identified by the use of words such as "anticipates", "believes", "budget", "continue", "estimates", "expects", "forecasts", "guidance", "intends", "plans", "projected" or "scheduled" or the negatives thereof or variations of such words and phrases or statements. Forward-looking statements or information contained in this press release include, but are not limited to, statements or information with respect to: the closing of the Debt Facility, including the anticipated timing of closing of the first tranche; the implementation of the Incentive Program; and, generally, the Company's strategy, plans, goals and priorities.

Forward-looking statements and forward-looking information are by their nature based on a number of assumptions that management considers reasonable. However, such assumptions involve both known and unknown risks, uncertainties, and other factors which, if proven to be inaccurate, may cause actual results, activities, performance or achievements to be materially different from those described in the forward-looking statements or information. These include assumptions concerning: timing, cost and results of exploration and development activities; the future price of gold and other base and precious metals; exchange rates; anticipated operating and capital costs, expenses and working capital requirements; all necessary stock exchange and regulatory approvals being obtained; and the geopolitical, economic, permitting and legal climate. Even though management believes that the assumptions underlying such statements or information are reasonable, there can be no assurance that the forward-looking statements or information will prove to be accurate. Many assumptions are difficult to predict and are beyond the Company's control.

Forward-looking statements and forward-looking information are subject to known and unknown risks, uncertainties and other important factors that may cause actual results, activities, performance or achievements to be materially different from those described in the forward-looking statements or information. These risks, uncertainties and other factors include, among others: inaccurate estimation of mineral resources; the results of exploration and development activities not being as anticipated; integration risks associated with acquisitions; liquidity and financing risks; changes in prices of gold, other base and precious metals and consumables; currency risk; tax matters; changes in general economic or market conditions; market volatility; competition for, among other things, capital and skilled personnel; legal and regulatory risks including failure to obtain necessary permits or changes in applicable mining laws; mineral tenure; failure to protect proprietary information; risks relating to operating in remote or foreign jurisdictions; risks of political instability, terrorism, sabotage, natural disasters or public health concerns; community relations and social license; geotechnical conditions or failures; reclamation and long-term obligations; risks relating to environmental, sustainability, and governance practices and performance; corruption, bribery, and sanctions; employee misconduct; litigation; conflicts of interest; tariffs and other trade barriers; and those risk factors discussed in our most recent Annual Information Form.

There can be no assurance that forward-looking statements or information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, you should not place undue reliance on the forward-looking statements or information contained herein. Except as required by law, the Company does not expect to update forward-looking statements and information continually as conditions change and you are referred to the full discussion of the Company's business contained in the Company's reports filed with securities regulatory authorities.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/317261

TMX Newsfile

October 5, 2026 - 4:00 AM PDT

News by QuoteMedia

www.quotemedia.com