Trojan, Tashota and Strike Copper Announce Letter of Intent for Business Combination of Tashota and Strike Copper by Trojan
Trojan, Tashota and Strike Copper Announce Letter of Intent
for Business Combination of Tashota and Strike Copper by Trojan
TORONTO, ONTARIO – March 3, 2026 – Trojan Gold Inc. (CSE: TGII) (“ Trojan” or the
“Company”), Tashota Resources Inc. (“ Tashota”) and Strike Copper Corp. (“Strike Copper”)
announce that they have entered into a non -binding letter of intent dated March 1, 2026 (the
“LOI”) setting out the principal terms of a proposed business combination (the “ Proposed
Transaction”) pursuant to which Trojan would acquire all of the issued and outstanding common
shares and convertible securities of Tashota and Strike Copper.
Pursuant to the LOI, Trojan will complete a consolidation of its issued and outstanding common
shares on the basis of twelve (12) pre -consolidation shares for one (1) post -consolidation share
(the “Consolidation”). Following completion of the Consolidation, each issued and outstanding
common share of Tashota will be exchanged for 0.5 post-Consolidation common shares of Trojan,
and each issued and outstanding common share of Strike Copper will be exchanged for 0.5 pos t-
Consolidation common shares of Trojan.
The Proposed Transaction is expected to be completed by way of a three -cornered amalgamation
involving a newly incorporated wholly -owned subsidiary of Trojan, pursuant to which Tashota
and Strike Copper would each become wholly-owned subsidiaries of Trojan. Based on the current
capital structures of the parties and assuming completion of the concurrent financing described
below, Trojan expects to issue approximately 57,502,051 common shares to Tashota shareholders,
representing approximately 68.92% of the r esulting issuer (71.9% on a fully diluted basis), and
approximately 11,874,884 common shares to Strike Copper shareholders, representing
approximately 14.23% of the resulting issuer (13.7% on a fully diluted basis).
Trojan anticipates completing a concurrent financing of approximately 10,000,000 post -
Consolidation common shares, the terms of which will be determined and announced in a
subsequent news release.
Strategic Rationale
The Proposed Transaction is intended to consolidate the mineral exploration assets of the three
companies under a single publicly listed entity, streamline administrative and corporate overhead,
and provide Tashota and Strike Copper shareholders with enhan ced liquidity through ownership
of shares of a Canadian Securities Exchange listed issuer.
The combined company will focus on advancing its portfolio of mineral properties and pursuing
capital markets opportunities with a disciplined approach to financial management and to provide
long-term shareholder value creation. Charles Elbourne, Chief Executive Officer of Trojan, stated,
“This proposed transaction represents a deliberate step toward building a more unified and
strategically positioned company. By consolidating these businesses under Trojan, we aim to
simplify the corporate structure, stren gthen the balance sheet and create a clearer platform for
growth. We believe a single public vehicle will enhance transparency, improve market visibility
and better position the company to pursue future opportunities while maintaining a strong focus
on governance and shareholder value.”
It is anticipated that, upon closing, the board of Trojan will consist of the five directors in total,
being the four existing Trojan directors, Charles Elbourne, Rodney Barber, Jason Bagg , Sarah
Morrison and Ari Chaney who will join the Board.
Ari Chaney
Mr. Ari Chaney holds an MBA with High Honors from the University of Chicago and a Bachelor
of Science in Electrical Engineering from Worcester Polytechnic Institute. He is an experienced
entrepreneur and executive, having founded and led multiple life scie nces companies through
venture financings and strategic transactions. Mr. Chaney previously served as Executive Director
for Technology Translation at Stanford University’s Biodesign Program and has held senior
leadership roles with Florida Power & Light and General Electric. He has served on the boards of
several public and private companies.
MI 61-101
The Proposed Transaction would be considered a “business combination” for Trojan pursuant to
Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions,
as Charles Elbourne is a director of each of Trojan, Strike Copper and Tashota. The board of
directors of each of Trojan, Strike Copper and Tashota have formed committees of independent
directors to consider and evaluate the Proposed Transaction, and Trojan will be seeking
disinterested shareholder approval for the Propos ed Transaction. The Proposed Transaction is
exempt from the formal valuation requirements.
LOI Conditions and Steps to Definitive Agreement
The Proposed Transaction is subject to a range of conditions including, but not limited to, Trojan,
Strike Copper and Tashota entering into one or more binding definitive agreements containing
customary terms and conditions, including representations and w arranties customary in a
transaction of this nature. In the event that the definitive agreement(s) is entered into between the
parties, and subject to the final transaction structure, the closing of the Proposed Transaction will
be subject to additional co nditions including, but not limited to, the receipt of all required
approvals, including the approval of the CSE, the requisite approval by the shareholders of Trojan
(on a disinterested basis) at a special meeting of Trojan shareholders, shareholder appro val of
Strike Copper and Tashota, and the approval of the board of directors of each of Trojan, Strike
Copper and Tashota.
Trojan, Strike Copper and Tashota are committed to consummating the Proposed Transaction and
expect to issue press releases containing further information about the Proposed Transaction in the
near future. However, there is no obligation on the part of either Trojan or Tashota to consummate
the Proposed Transaction or to enter into a definitive agreement.
There can be no assurances that the Proposed Transaction will result, or as to the final definitive
terms thereof.
About Trojan Gold Inc.
Trojan is an active Ontario-based prospect generator junior exploration company, led by a team of
professionals having exploration, engineering, project financing and permitting experience. Trojan
has accumulated land positions in the Hemlo Gold Camp and Shebandowan Greenstone Belt which
in management’s view represent mineral exploration potential. For further information on the
Company, please visit www.trojangold.com. Trojan is listed on the Canadian Securities Exchange
under the symbol (CSE: TGII), on the OTC Pink Market under the ticker symbol TRJGF and on
the Frankfurt Exchange under the symbol KC1.
About Tashota
Tashota Resources Inc. (“TRI”) is a Prospect Generator junior resource Exploration Company
currently focused on defining and monetizing the mineral deposits on its multiple properties in
historically prolific gold camps in Northern Ontario. TRI has a stell ar management and advisory
team with significant exploration, engineering, project financing and permitting experience. This
includes decades -long experience in prospecting and mining operations in the Hemlo,
Shebandowan, and Beardmore -Geraldton Gold Camp s where TRI has significant property
interests comprising nearly 65,000 acres.
About Strike Copper
Strike Copper Corp. (“SCC”) is a junior resource Exploration Company currently focused on
defining and monetizing the resource potential of its Sungold property in the historic Shebandowan
Greenstone Belt just 85 km west of Thunder Bay in Northwestern Ontario.
For further information, please contact:
For further information, please contact:
Charles J. Elbourne, President & CEO
Trojan Gold Inc.
82 Richmond St. East, Suite 401 Toronto, Ontario M5C 1P1
Telephone: 416-315-6490
Email: [email protected]
Website: www.trojangold.com
Forward-looking Statements
This press release contains forward -looking statements. Forward -looking statements involve
known and unknown risks, uncertainties and assumptions and accordingly, actual results and
future events could differ materially from those expressed or implied in such statements. You are
hence cautioned not to place undue reliance on forward -looking statements. All statements other
than statements of present or historical fact are forward-looking statements, including statements
with respect to the LOI and the likelihood that the definitive agreement(s) will be entered into and
that the Proposed Transaction will be consummated on the terms and timeline provided herein or
at all, the benefits of the Proposed Transaction to Trojan, Strike Copper and Tashota and the
receipt of all required approvals including without limitation the shareholders of Tashota and
applicable stock exchanges. Forward -looking statements include words or expressions such as
“proposed”, “will”, “subject to”, “near future”, “in the event”, “would”, “expect”, “prepared
to” and other similar words or expressions. Factors that could cause fu ture results or events to
differ materially from current expectations expressed or implied by the forward-looking statements
include general business, economic, competitive, political and social uncertainties; the state of
capital markets; risks relating to (i) the preliminary and non -binding nature of the LOI, (ii) the
ability of the parties to satisfy the conditions precedent to the execution of any de finitive
agreement(s) or to ultimately agree on definitive terms, (iii) the impact on the respective
businesses, operations and financial condition of Trojan, Strike Copper and Tashota resulting
from the announcement of the Proposed Transaction and/or the failure to enter into definitive
agreement(s) or to complete the Proposed Transaction on terms described or at all, (iv) a third
party competing bid materializing prior to the effective date of any definitive agreement(s) or the
completion of the Proposed Transaction, (v) delay or failure to receive board, shareholder
regulatory or court approvals, where applicable, or any other conditions precedent to the
completion of the Proposed Transaction, (vi) unforeseen challenges in integrating the businesses
of Trojan, Strike Copper and Tashota, (vii) failure to realize the anticipated benefits of the
Proposed Transaction, (viii) other unforeseen events, developments, or factors causing any of the
aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant;
and other risks described in Trojan’s documents filed with Canadian securities regulatory
authorities. You can find further information with respect to these and other risks in filings made
with the Canadian securities regulatory authorities and available at www.sedar.com. We disclaim
any obli gation to update or revise these forward -looking statements, except as required by
applicable law.
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of
the CSE) accepts responsibility for the adequacy or accuracy of this press release.