Troilus Announces Upsized $28 Million Bought Deal Offering
Troilus Announces Upsized $28 Million Bought Deal Offering
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
September 24, 2024 – Montreal, Québec – Troilus Gold Corp. (“Troilus” or the “Company” , TSX: TLG,
OTCQX: CHXMF; FSE: CM5R) is pleased to announce that, in connection with its previously announced
bought deal offering (the “Offering”), it has entered into an amended agreement with Haywood Securities
Inc. (“Haywood”) and Desjardins Capital Markets (“Desjardins”), on behalf of themselves and a syndicate
of underwriters (collectively, together with Haywood and Desjardins, the “Underwriters”) to increase the
size of the Offering to: (i) 57.15 million units of the Company (the “Units”) at a price of C$0.35 per Unit
(the “Unit Issue Price”), (ii) 10.90 million traditional flow‐through shares of the Company (the “FT Shares”)
at a price of C$0.405 per FT Share (the “FT Issue Price”); and (iii) 8.60 million 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$0.42 per QFT Share (the “QFT Issue Price”), representing total gross proceeds to the
Company of C$28,029,000 (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$0.45 per Share
for a period of 24 months following the 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, 2025. All Qualifying Expenditures will be renounced in favour of the
subscribers of the FT Shares and QFT Shares effective December 31, 2024. 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.
The Offered Securities will be offered by way of short form prospectus in each of the provinces of Canada,
pursuant to National Instrument 44‐101 – Short Form Prospectus Distributions. The Units may also be sold
into the United States pursuant to an exemption from the registration requirements of the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”) and in such other jurisdictions outside of
Canada and the United States as agreed, in each case in accordance with all applicable laws and provided
that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.
The Offering is scheduled to close on or about October 15, 2024, subject to customary closing conditions,
including receipt of all necessary approvals including the approval of the Toronto Stock Exchange (“TSX”).
The securities offered in the Offering have not been, and will not be, registered under the U.S. Securities
Act or any U.S. state securities laws, and may not be 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 news
release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale
of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Troilus Gold Corp.
Troilus Gold Corp. is a Canadian development‐stage mining company focused on the systematic
advancement of the former gold and copper Troilus Mine towards production. Troilus is located in the tier‐
one mining jurisdiction of Quebec, Canada, where it holds a large land position of 435 km² in the Frôtet‐
Evans Greenstone Belt. A Feasibility Study completed in May 2024 supports a large‐scale 22‐year, 50ktpd
open‐pit mining operation, positioning it as a cornerstone project in North America.
For more information:
Caroline Arsenault
VP Corporate Communications
+1 (647) 407‐7123
Cautionary Note Regarding Forward‐Looking Statements and Information
This press release contains forward‐looking statements and forward‐looking information (collectively,
“forward‐looking statements”) within the meaning of applicable securities laws. Such forward‐looking
statements include, without limitation, statements regarding the closing of the Offering, the timing of the
closing of the Offering and the filing of the preliminary prospectus and final prospectus, the use of proceeds
from the Offering, the ability of the Company to renounce Qualifying Expenditures in favour of the
subscribers, tax treatment of the FT Shares and QFT Shares, the receipt of regulatory approvals, the
exercise of the option granted to the Underwriters and future results of operations, performance and
achievements of the Company. Although the Company believes that such forward‐looking statements are
reasonable, it can give no assurance that such expectations will prove to be correct. Forward‐looking
statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate
and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions
investors that any forward‐looking statements by the Company are not guarantees of future results or
performance, and that actual results may differ materially from those in forward‐looking statements as a
result of various factors and risks, including, uncertainties with respect to obtaining all regulatory
approvals to complete the Offering, uncertainties of the global economy, market fluctuations, the
discretion of the Company in respect to the use of proceeds discussed above, any exercise of termination
by counterparties under applicable agreements, the Company’s inability to obtain any necessary permits,
consents or authorizations required for its activities, to produce minerals from its properties successfully
or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement
its business strategies and other risks identified in its disclosure documents filed at www.sedarplus.ca. This
press release is not, and is not to be construed in any way as, an offer or recommendation to buy or sell
securities in Canada or in the United States.
Although the Company believes the expectations expressed in such forward‐looking statements are based
on reasonable assumptions, such statements are not guarantees of future performance and actual events,
results and/or developments may differ materially from those in the forward‐looking statements. Readers
should not place undue reliance on the Company's forward‐looking statements. The Company does not
undertake to update any forward‐looking statement that may be made from time to time by the Company
or on its behalf, except in accordance with and as required by applicable securities laws.