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

Prospector Metals, renowned for its district-scale exploration of gold and base metals, is spearheaded by CEO, Rob Carpenter. Mr. Carpenter has a successful track-record in the Yukon, demonstrated by his tenure as President and CEO of Kaminak Gold Corporation from 2005 to 2013 where he led the company through the acquisition, discovery and maiden resource of the 5-million-ounce Coffee Gold Project, located approximately 250 kilometres south-west of the Mike Lake claims. Kaminak Gold was subsequently acquired by Goldcorp Inc. in 2016 for $520 million.

Upon closing of the proposed transaction, Prospector Metals intends to immediately commence exploration at Mike Lake to follow-up on the positive initial exploration work conducted intermittently from the mid-1970s to 2008, which shows promising signs of rich mineralization.

Details of the transaction:

• Troilus has agreed to sell its 100% interest in the Mike Lake Claims to Prospector Metals for the following consideration:
   
  • Consideration Shares: the issuance to Troilus of such number of Prospector Shares as is equal to 19.9% of the issued and outstanding Prospector Shares immediately following closing of the transaction, 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.

Justin Reid, CEO and Director of Troilus commented, “We are very pleased with this agreement, and believe Rob Carpenter and his team are perfectly suited to unlock the potential of these prospective claims. Outstanding recent discoveries such as Snowline Gold’s Rogue Project and Victoria Gold’s Eagle Mine, the largest gold mine in Yukon’s history, are located on trend with Mike Lake and underscore the excellent potential in this district. As a large shareholder in Prospector Metals, Troilus and its shareholders will benefit from their expertise in this region and the advancements and future milestones achieved at the project.”