Trigon Metals Inc. (TSX-V: TM) further to its previous announcement of July 20, 2022, announced today that it has signed a definitive agreement with Sprott Private Resource Streaming and Royalty (B) Corp. and Sprott Mining Inc. for a US$37.5 million silver and copper stream for its Kombat Mine located in Grootfontein, Otjozondjupa Region of Namibia.

The Streaming Transaction

Pursuant to the Transaction, Trigon shall sell and deliver to the Investors 100% of silver produced from the Kombat Mine. The expansion of the Kombat Mine is aimed at increasing annual copper production and reducing forecasted operating costs. Proceeds will primarily be used to expand the plant capacity to 60,000 tonnes per month and complete ongoing works to dewater the mine, develop the Asis West underground mine, and for general corporate and working capital purposes.

The advance amount under the Stream Agreement will be comprised of cash payments aggregating US$37,500,000, with an initial tranche of US$15,825,000 advanced today. US$2,625,00 of the initial advance was allocated to repayment of the amounts owing to Sprott Mining under the loan agreement dated May 24, 2022 and C$5,500,000 was used to repay the principal under the Company’s Convertible Security Funding Agreement with Lind Global Fund II, LP. The payment of the remaining US$21,675,000 will be advanced upon the establishment of a deposit holding account subject to an agreement in the form satisfactory to the Investors with financial institution and other standard closing conditions. Trigon will receive 10% of spot as payment for all silver and copper delivered into the stream as determined on the second day prior to the relevant delivery, with the balance applied as a credit to the advance amount. Following depletion of the advance amount, Trigon will receive 10% of spot as payment for all silver and copper delivered into the stream. The Investors will have security over all assets of the Company and Trigon Moroccan Holding Corp. as security for the obligations under or in connection with the Stream Agreement, including pledges of the shares of two subsidiaries, and the obligations under or in connection with the Stream Agreement will be guaranteed by such subsidiaries, specifically, Trigon Moroccan Holding Corp. and PNT Financeco Corp., which are wholly-owned by the Company.

Alongside the silver delivered into the stream, long-term Trigon will deliver 1.625% of the copper production, in recognition of the US$10,000,000 added to the agreement since the July 20th announcement of the term sheet. The copper stream will start at 0% while mining from the open pit, increase to 6.5% during the in term period of underground mining from Asis West until production from Asis Far West commences when it falls to the long term rate of 1.625% if certain production targets are met.

As part of the Stream Agreement, Trigon has provided the Investors with a right of first refusal with respect to certain third party offers of streaming, royalty or similar financing arrangements.

The silver stream is for the life of mine, restricted to the Kombat Project and does not include the Silver Hill Project or any new project Trigon may acquire. At its election, the Company may buy back up to 50% of the Stream in a single payment by paying in cash to Sprott Streaming 1.5 times the advance payment for the portion of the Stream to be bought back by the Company. After June 30, 2027, the buyback right expires.

2,500,000 warrants were issued to Sprott Mining replacing the 2,500,000 warrants that were issued on May 24, 2022 to Sprott Mining (Please see the Company’s press release dated May 24, 2022). Each Stream Warrant will have a strike price of C$0.23, representing a 35% premium to the 5-day VWAP share price for the 5 days prior to the execution of the Stream Agreement and will be exercisable for one common share of the Company for a term of three years and will otherwise have customary adjustment provisions.

Jed Richardson, President and CEO of Trigon, said, “We are very pleased to again partner with Sprott Streaming and Sprott Mining. This deal not only is expected to fund our working capital needs beyond our planned restart of the open pit in 2023, through to early 2024 when cash flows are bolstered by underground production, but it also enables us to accelerate the feasibility study and development works at the Kombat Mine. We will now be initiating expansion plans at Kombat that we believe will result in a top quartile performing copper mine. We are bullish on silver and on our exploration potential so the option to repurchase 50% of the silver stream was a major factor in working with Sprott Streaming. After facing and solving many challenges during the past few months, I believe Trigon is in an enviable position with an improved and soon to be relaunched mine and abundant exploration opportunities in Namibia and Morocco.”

Lind Repayment

In connection with the Transaction, the Company repaid Lind C$5,500,000 of principal under the CSFA and agreed to repay the remaining prepaid interest obligation of C$530,000 ($830,000 total, less a C$300,000 reduction granted by Lind for early repayment) by the issuance of 3,271,605 common shares of the Company at a deemed price of C$0.162 per share. As per our press release of October 14, 2022, Lind exercised its right to convert C$270,000 of accrued interest into 2,000,000 common shares of Trigon at a conversion price of $0.135 per Trigon share which were issued to Lind on October 17, 2022. Upon issuance of the Pre-Paid Interest Shares all the obligations of the Company under the CSFA shall be satisfied in full.

MI 61-101

The portion of the Transaction with Sprott Mining is considered to be a non-arm’s length transaction under the policies of the TSX Venture Exchange and a related party transaction under Multilateral Instrument 61- 101 Protection of Minority Securityholders in Special Transactions given that Mr. Eric Sprott, a principal of Sprott Mining, through 2176423 Ontario Ltd., beneficially owns 31,048,332 common shares of Trigon (or approximately 18.1% of the outstanding Trigon common shares, and 17.7% upon issuance of the Pre-Paid Interest Shares) and 7,524,166 warrants. Sprott Mining also holds the 2,500,000 warrants as described above. The transaction with Sprott Mining has been determined to be exempt from the requirements to obtain a formal valuation or minority shareholder approval pursuant to section 5.5(a) and 5.7(a) of MI 61-101.

The Transaction and the issuance of the Pre-Paid Interest Shares remain subject to final acceptance of the TSX Venture Exchange.

Trigon Metals Inc.

Trigon is a publicly-traded Canadian exploration and development company with its core business focused on copper and silver holdings in mine-friendly African jurisdictions. Currently, the company has operations in Namibia and Morocco. In Namibia, the Company holds an 80% interest in five mining licences in the Otavi Mountainlands, an area of Namibia widely recognized for its high-grade copper deposits, where the Company is focused on exploration and re-development of the previously producing Kombat mine. In Morocco, the Company is the holder of the Silver Hill project, a highly prospective copper and silver exploration project.