Troilus Closes Strategic Sale of Non-Core Mike Lake Properties in Yukon to Prospector Metals; Retains ~20% Ownership Interest - Seite 2

Details of the transaction:

• Troilus has sold its 100% interest in the Mike Lake Claims to Prospector Metals for the following consideration:
  • Consideration Shares: 9,222,164 Prospector Shares equal to 19.9% of the issued and outstanding Prospector Shares at the deemed issue price of $0.11 per Prospector Share; and
  • One-Time Milestone Payment: Upon the public announcement by Prospector Metals of a Mineral Resource on the Property (a “Milestone Trigger Event”), Prospector Metals shall, within 30 days of the Milestone Trigger Event, pay Troilus a one-time payment in the amount equal to the Milestone Payment Amount (as described below), in either cash or Prospector Shares (or a combination thereof), at the election of Prospector Metals. Provided that Prospector Metals shall not issue Prospector Shares to Troilus if, after the issuance of such Prospector Shares, Troilus would in the aggregate beneficially own, or exercise control or direction over, 20% or more of the then issued and outstanding Prospector Shares, unless prior shareholder approval is obtained by Prospector Metals in accordance with applicable Securities Laws and the rules or policies of the TSX Venture Exchange.
• The “Milestone Payment Amount” shall be equal to:

1) the sum of $1,000,000, if the Prospector Metals market capitalization is less than or equal to $20,000,000; and

2) the sum of $2,000,000, if the Prospector Metals market capitalization is greater than $20,000,000.

• The occurrence of a Change of Control of Prospector Metals shall constitute a Milestone Trigger Event (provided the Milestone Payment has not already been paid).
• Prospector Metals assumes underlying royalties on the claims.
• As long as Troilus continues to own 5% of Prospector Metals, it shall have the right to appoint one nominee to the Prospector Metal’s board of directors.
• As long as Troilus continues to own 5% of Prospector Metals, it shall have a participation right to maintain its pro rata equity interest.

*The board of directors of Prospector has approved the Consolidation of all of Prospector’s outstanding Common Shares on the basis of three (3) pre-Consolidation Common Shares for one post-Consolidation Common Share. Please note that the number of post-consolidation common shares to be issued to Troilus is approximate and may increase or decrease based on the size of the private placement financing currently being completed by Prospector.