Troilus Announces $15 Million Bought Deal Offering

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MONTREAL, Oct. 30, 2023 (GLOBE NEWSWIRE) -- Troilus Gold Corp. (“Troilus” or the “Company”, TSX: TLG, OTCQX: CHXMF) is pleased to announce that it has entered into an agreement with Haywood Securities Inc. (“Haywood”), on behalf of themselves and a syndicate of underwriters to be formed (collectively, together with Haywood, the “Underwriters”) pursuant to which the Underwriters have agreed to purchase, on a bought deal public offering basis, (i) 28,580,000 units of the Company (the “Units”) at a price of C$0.35 per Unit (the “Unit Issue Price”), (ii) 7,150,000 traditional flow-through shares of the Company (the “FT Shares”) at a price of C$0.42 per FT Share (the “FT Issue Price”); and (iii) 4,550,000 Québec flow-through shares of the Company (the “QFT Shares” and together with the Units and FT Shares, the “Offered Securities”) at a price of C$0.44 per QFT Share (the “QFT Issue Price”), representing total gross proceeds to the Company of C$15,008,000 (the “Offering”).

Each Unit will consist of one common share of the Company (a “Share”) and one-half of one common share purchase warrant (each whole such warrant, a “Warrant”) exercisable at a price of C$0.50 per Share for a period of 24 months following the closing of the Offering.

In addition, the Company has agreed to grant to the Underwriters an over-allotment option (the “Over-Allotment Option”) exercisable, in whole or in part, at the sole discretion of the Underwriters, to purchase up to an additional 15% of Offered Securities, in any combination of Units, FT Shares, and/or QFT Shares, at the Unit Issue Price, FT Issue Price, and/or the QFT Issue Price, as applicable, for a period of up to 48 hours prior to closing of the Offering.

The gross proceeds from the sale of the FT Shares and QFT Shares will be used by the Company to incur eligible “Canadian exploration expenses” that qualify as “flow-through mining expenditures” as such terms are defined in the Income Tax Act (Canada). Purchasers of QFT Shares will also qualify for inclusion in the “exploration base relating to certain Québec exploration expenses” and in the “exploration base relating to certain Québec surface mining expenses or oil and gas exploration expenses” within the meaning of the Taxation Act (Québec) (collectively, the “Qualifying Expenditures”) related to the Corporation’s projects in Québec on or before December 31, 2024. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Shares and QFT Shares effective December 31, 2023. The net proceeds from the sale of the Units will be used by the Company to fund exploration and development at the Company’s Troilus gold project, and for working capital and general corporate purposes.