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Trojan Gold Inc. (CSE: TGII) ("Trojan" or the "Company") is pleased to announce that, further to its press releases dated March 2, 2026 and August 9, 2026, it has executed a definitive agreement dated October 1, 2026 (the "Definitive Agreement") with Tashota Resources Inc. ("Tashota") and Strike Copper Corp. ("Strike Copper"), pursuant to which Trojan will acquire all of the issued and outstanding common shares and convertible securities of Tashota and Strike Copper, by way of a three-cornered amalgamation involving a newly-incorporated wholly-owned subsidiary of Trojan (the "Transaction"). Following the Transaction, the amalgamated company will be a wholly-owned subsidiary of the Company. The Transaction will constitute a "Fundamental Change" of the Company in accordance with the policies of the Canadian Securities Exchange (the "CSE").
In connection with the Transaction, it is anticipated that the Company will change its name to "Trilogy Gold Inc.". The business and objectives of the Company following the Transaction will continue to be the business and objectives of the Company. However, the assets of the Company will also include the mineral property interests currently held by each of Tashota and Strike.
As part of the Transaction and pursuant to the terms of the Definitive Agreement, the Company will complete a consolidation of its issued and outstanding common shares (the "Consolidation") on the basis of approximately one post-Consolidation common share for every five outstanding common shares in the capital of the Company. Following completion of the Consolidation and as part of the Transaction, each of the shareholders of Tashota will receive one common share in the capital of the Company in exchange for each common share held in the capital of Tashota, and each of the shareholders of Strike will receive one common share in the capital of the Company for each common share held in the capital of Strike.
In connection with the Transaction, the Company anticipates completing a brokered private placement financing for aggregate gross proceeds of up to $7,000,000 (the "Financing"). The Financing is expected to involve the issuance of: (i) units at an issuance price of $0.20 per unit comprised of one common share in the capital of the Company and one half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"), with each Warrant exercisable for one common share in the capital of the Company at a price of $0.30 for a period of two years, for gross proceeds of up to $3,000,000; and (ii) "flow-through" common shares issued at a price of $0.24 per common share, for gross proceeds of up to $4,000,000.
It is anticipated that, upon closing of the Proposed Transaction, the board of Trojan will consist of four directors in total, being the four existing Trojan directors (Charles Elbourne, Rodney Barber, Jason Bagg and Sarah Morrison).
MI 61-101
The Proposed Transaction may be considered a "related party transaction" for Trojan pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, as Charles Elbourne is a director of each of Trojan, Strike Copper and Tashota. The board of directors of each of Trojan, Strike Copper and Tashota have formed committees of independent directors to consider and evaluate the Proposed Transaction, and Trojan will be seeking disinterested shareholder approval for the Proposed Transaction. The Proposed Transaction is exempt from the formal valuation requirements.
Steps to Completion of the Transaction
The Transaction is subject to a range of conditions including, but not limited to, the receipt of all required approvals, including the approval of the CSE, the requisite approval by the shareholders of Trojan (on a disinterested basis) at a special meeting of Trojan shareholders and shareholder approval of Strike Copper and Tashota. There can be no assurance that the Transaction will be completed.
About Trojan Gold Inc.
Trojan is an active Ontario-based prospect generator junior exploration company, led by a team of professionals having exploration, engineering, project financing and permitting experience. Trojan has accumulated land positions in the Hemlo Gold Camp and Shebandowan Greenstone Belt which in management's view represent mineral exploration potential. For further information on the Company, please visit www.trojangold.com. Trojan is listed on the Canadian Securities Exchange under the symbol (CSE: TGII), on the OTC Pink Market under the ticker symbol TRJGF and on the Frankfurt Exchange under the symbol KC1.
About Tashota
Tashota Resources Inc. is a Prospect Generator junior resource exploration company currently focused on defining and monetizing the mineral deposits on its multiple properties in historically prolific gold camps in Northern Ontario. Tashota has a management and advisory team with significant exploration, engineering, project financing and permitting experience. This includes decades-long experience in prospecting and mining operations in the Hemlo, Shebandowan, and Beardmore-Geraldton Gold Camps where Tashota has significant property interests comprising nearly 65,000 acres.
About Strike Copper
Strike Copper Corp. is a junior resource exploration company currently focused on defining and monetizing the resource potential of its Sungold property in the historic Shebandowan Greenstone Belt just 85 km west of Thunder Bay in Northwestern Ontario.
For further information, please contact:
For further information, please contact:
Jason Bagg, Chief Executive Officer and Director
Trojan Gold Inc.
82 Richmond St. East, Suite 401 Toronto, Ontario M5C 1P1
Telephone: 416-737-4264
Email: jbagg@trilogygold.com
Website: www.trojangold.com
Forward-looking Statements
This press release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and assumptions and accordingly, actual results and future events could differ materially from those expressed or implied in such statements. You are hence cautioned not to place undue reliance on forward-looking statements. All statements other than statements of present or historical fact are forward-looking statements, including statements with respect to the Transaction, the Consolidation and the Financing being consummated on the terms described herein or at all, the benefits of the Transaction to Trojan, Strike Copper and Tashota and the receipt of all required approvals including without limitation the shareholders of Trojan and applicable stock exchanges. Forward-looking statements include words or expressions such as "proposed", "will", "subject to", "near future", "in the event", "would", "expect", "prepared to" and other similar words or expressions. Factors that could cause future results or events to differ materially from current expectations expressed or implied by the forward-looking statements include general business, economic, competitive, political and social uncertainties; the state of capital markets; risks relating to (i) the ability of the parties to satisfy the conditions precedent to the completion of the Transaction; (ii) the impact on the respective businesses, operations and financial condition of Trojan, Strike Copper and Tashota resulting from the announcement of the Transaction and/or the failure to complete the Transaction on terms described or at all; (iii) there being insufficient investor interest to complete the Financing on the terms as currently contemplated, or at all; (iv) delay or failure to receive board, shareholder regulatory or court approvals, where applicable, or any other conditions precedent to the completion of the Transaction; (v) unforeseen challenges in integrating the businesses of Trojan, Strike Copper and Tashota; (vi) failure to realize the anticipated benefits of the Transaction; (vii) other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant; and (viii) other risks described in Trojan's documents filed with Canadian securities regulatory authorities. You can find further information with respect to these and other risks in filings made with the Canadian securities regulatory authorities and available at www.sedarplus.ca. We disclaim any obligation to update or revise these forward-looking statements, except as required by applicable law.
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this press release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/317034
