Troilus Closes $28 Million Bought Deal Offering
Troilus Closes $28 Million Bought Deal Offering
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
October 18, 2024 – Montreal, Québec – Troilus Gold Corp. (“Troilus” or the “Company”, TSX: TLG, OTCQX:
CHXMF; FSE: CM5R ) is pleased to announce that it has closed its previously announced bought deal
financing (the “Offering”). Pursuant to the Offering, Troilus issued (i) 57.15 million units of the Company
(the “ Units”) at a price of C$ 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”), for total gross proceeds to the Company of C$28,029,000 (the “Offering”).
Each Unit consists 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 Offering was completed through a syndicate of underwriters, led by Haywood Securities Inc. and
Desjardins Capital Markets as co-lead underwriters, and i ncluding Cormark Securities Inc., Eight Capital
Corp., Red Cloud Securities Inc., and BMO Nesbitt Burns Inc.
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 have been 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 were
also offered 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 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 appl icable 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 use of proceeds of 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, 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 expe ctations 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 Com pany 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 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.