Troilus Gold Corp. (TSX: TLG) (OTCQX: CHXMF) (FSE: CM5R) is pleased to announce that it has closed its previously announced bought deal financing. Pursuant to the Offering, Troilus issued (i) 57.15 million units of the Company at a price of C$0.35 per Unit, (ii) 10.90 million traditional flow-through shares of the Company at a price of C$0.405 per FT Share; and (iii) 8.60 million Québec flow-through shares of the Company at a price of C$0.42 per QFT Share, for total gross proceeds to the Company of C$28,029,000.

Each Unit consists of one common share of the Company and one-half of one common share purchase 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 including 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) 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 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.