Troilus Gold Corp. (TSX:TLG) (OTCQX:CHXMF) (FSE: CM5R) announces that it has closed today its previously announced bought deal financing. Pursuant to the Offering, Troilus issued (i) 28,580,000 units of Troilus at a price of $0.35 per Unit, for gross proceeds of C$10,003,000, (ii) 7,150,000 common shares in the capital of the Company issued as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) at a price of $0.42 per Traditional FT Share for gross proceeds of C$3,003,000, and (iii) 4,550,000 common shares in the capital of the Company issued as “flow-through shares” within the meaning of subsection 66(15) of the Tax Act and section 359.1 of the Taxation Act (Québec) at a price of $0.44 per Québec FT Share for gross proceeds of C$2,002,000, for aggregate combined gross proceeds of C$15,008,000.

Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. Each Warrant entitles the holder thereof to acquire, subject to adjustment in certain circumstances, one common share in the capital of the Company at an exercise price of $0.50 per Warrant Share for a period of 24 months following the closing of the Offering.

The Units, Traditional Flow-Through Shares, and Québec Flow-Through Shares are collectively referred to herein as the “Offered Securities”.

The Offering was completed through a syndicate of underwriters, led by Haywood Securities Inc. and Cormark Securities Inc. as co-lead underwriters, and Laurentian Bank Securities Inc., Red Cloud Securities Inc., SCP Resource Finance LP, BMO Nesbitt Burns Inc., and Velocity Trade Capital Ltd.

The Company intends to use the majority of the net proceeds of the Offering towards completing work in 2023 and 2024 on its ongoing feasibility study, planned exploration program at the Troilus Project, environmental related work and for general and administrative costs, as more fully described in the short form prospectus of the Company dated November 13, 2023.

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 be offered for sale 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 Offered Securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (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 press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Troilus

Troilus is a Canadian-based junior mining company focused on the systematic advancement and de-risking of the former gold and copper Troilus Mine towards production. From 1996 to 2010, the Troilus Mine produced +2 million ounces of gold and nearly 70,000 tonnes of copper. Troilus is located in the top-rated mining jurisdiction of Quebec, Canada, where is holds a strategic land position of 435 km² in the Frôtet-Evans Greenstone Belt. Since acquiring the project in 2017, ongoing exploration success has demonstrated the tremendous scale potential of the gold system on the property with significant mineral resource growth. Led by an experienced team with a track-record of successful mine development, Troilus is positioned to become a cornerstone project in North America.