The Conversation (0)
Trojan Gold Inc. (CSE: TGII) ("Trojan" or the "Company"), Tashota Resources Inc. ("Tashota") and Strike Copper Corp. ("Strike Copper") announce that they have entered into a non-binding letter of intent dated March 1, 2026 (the "LOI") setting out the principal terms of a proposed business combination (the "Proposed Transaction") pursuant to which Trojan would acquire all of the issued and outstanding common shares and convertible securities of Tashota and Strike Copper.
Pursuant to the LOI, Trojan will complete a consolidation of its issued and outstanding common shares on the basis of twelve (12) pre-consolidation shares for one (1) post-consolidation share (the "Consolidation"). Following completion of the Consolidation, each issued and outstanding common share of Tashota will be exchanged for 0.5 post-Consolidation common shares of Trojan, and each issued and outstanding common share of Strike Copper will be exchanged for 0.5 post-Consolidation common shares of Trojan.
The Proposed Transaction is expected to be completed by way of a three-cornered amalgamation involving a newly incorporated wholly-owned subsidiary of Trojan, pursuant to which Tashota and Strike Copper would each become wholly-owned subsidiaries of Trojan. Based on the current capital structures of the parties and assuming completion of the concurrent financing described below, Trojan expects to issue approximately 57,502,051 common shares to Tashota shareholders, representing approximately 68.92% of the resulting issuer (71.9% on a fully diluted basis), and approximately 11,874,884 common shares to Strike Copper shareholders, representing approximately 14.23% of the resulting issuer (13.7% on a fully diluted basis).
Trojan anticipates completing a concurrent financing of approximately 10,000,000 post-Consolidation common shares, the terms of which will be determined and announced in a subsequent news release.
Strategic Rationale
The Proposed Transaction is intended to consolidate the mineral exploration assets of the three companies under a single publicly listed entity, streamline administrative and corporate overhead, and provide Tashota and Strike Copper shareholders with enhanced liquidity through ownership of shares of a Canadian Securities Exchange listed issuer.
The combined company will focus on advancing its portfolio of mineral properties and pursuing capital markets opportunities with a disciplined approach to financial management and to provide long-term shareholder value creation. Charles Elbourne, Chief Executive Officer of Trojan, stated, "This proposed transaction represents a deliberate step toward building a more unified and strategically positioned company. By consolidating these businesses under Trojan, we aim to simplify the corporate structure, strengthen the balance sheet and create a clearer platform for growth. We believe a single public vehicle will enhance transparency, improve market visibility and better position the company to pursue future opportunities while maintaining a strong focus on governance and shareholder value."
It is anticipated that, upon closing, the board of Trojan will consist of the five directors in total, being the four existing Trojan directors, Charles Elbourne, Rodney Barber, Jason Bagg, Sarah Morrison and Ari Chaney who will join the Board.
Ari Chaney
Mr. Ari Chaney holds an MBA with High Honors from the University of Chicago and a Bachelor of Science in Electrical Engineering from Worcester Polytechnic Institute. He is an experienced entrepreneur and executive, having founded and led multiple life sciences companies through venture financings and strategic transactions. Mr. Chaney previously served as Executive Director for Technology Translation at Stanford University's Biodesign Program and has held senior leadership roles with Florida Power & Light and General Electric. He has served on the boards of several public and private companies.
MI 61-101
The Proposed Transaction would be considered a "business combination" 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.
LOI Conditions and Steps to Definitive Agreement
The Proposed Transaction is subject to a range of conditions including, but not limited to, Trojan, Strike Copper and Tashota entering into one or more binding definitive agreements containing customary terms and conditions, including representations and warranties customary in a transaction of this nature. In the event that the definitive agreement(s) is entered into between the parties, and subject to the final transaction structure, the closing of the Proposed Transaction will be subject to additional 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, shareholder approval of Strike Copper and Tashota, and the approval of the board of directors of each of Trojan, Strike Copper and Tashota.
Trojan, Strike Copper and Tashota are committed to consummating the Proposed Transaction and expect to issue press releases containing further information about the Proposed Transaction in the near future. However, there is no obligation on the part of either Trojan or Tashota to consummate the Proposed Transaction or to enter into a definitive agreement.
There can be no assurances that the Proposed Transaction will result, or as to the final definitive terms thereof.
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. ("TRI") 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. TRI has a stellar 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 TRI has significant property interests comprising nearly 65,000 acres.
About Strike Copper
Strike Copper Corp. ("SCC") 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:
Charles J. Elbourne, President & CEO
Trojan Gold Inc.
82 Richmond St. East, Suite 401 Toronto, Ontario M5C 1P1
Telephone: 416-315-6490
Email: elbourne007@gmail.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 LOI and the likelihood that the definitive agreement(s) will be entered into and that the Proposed Transaction will be consummated on the terms and timeline provided herein or at all, the benefits of the Proposed Transaction to Trojan, Strike Copper and Tashota and the receipt of all required approvals including without limitation the shareholders of Tashota 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 preliminary and non-binding nature of the LOI, (ii) the ability of the parties to satisfy the conditions precedent to the execution of any definitive agreement(s) or to ultimately agree on definitive terms, (iii) the impact on the respective businesses, operations and financial condition of Trojan, Strike Copper and Tashota resulting from the announcement of the Proposed Transaction and/or the failure to enter into definitive agreement(s) or to complete the Proposed Transaction on terms described or at all, (iv) a third party competing bid materializing prior to the effective date of any definitive agreement(s) or the completion of the Proposed Transaction, (v) delay or failure to receive board, shareholder regulatory or court approvals, where applicable, or any other conditions precedent to the completion of the Proposed Transaction, (vi) unforeseen challenges in integrating the businesses of Trojan, Strike Copper and Tashota, (vii) failure to realize the anticipated benefits of the Proposed Transaction, (viii) other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant; and 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.sedar.com. 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/286094
