Delta Resources options Delta-2 to Troilus Mining

Executive Summary

• Delta Resources Ltd. has entered into an agreement with Troilus Mining Corp. to option the Delta-2 mineral claims in Quebec, allowing Troilus to acquire a 100% undivided interest.
• The transaction provides Delta with up to $8.25 million in non-dilutive cash and share consideration over three years, alongside a retained 1% Net Smelter Return (NSR) royalty.
• The deal allows Delta to focus exploration and development efforts on its Delta-1 gold property in Ontario while retaining long-term upside through the royalty interest.

Key Details

• Transaction Structure: Troilus Mining Corp. may earn a 100% undivided interest in Delta Resources' Delta-2 mineral claims.
• Total Consideration: Up to $8.25 million payable over an option period ending December 15, 2028.
• Payment Milestones:
  • Initial payment: $500,000 in cash and $500,000 in cash and/or shares within two business days of the effective date (upon satisfaction/waiver of conditions precedent).
  • Additional staged payments: Totaling $7.25 million through December 15, 2028.
• Payment Method: Payments may be made in a combination of cash and common shares of Troilus, at Troilus's discretion, subject to stock exchange approvals.
• Royalty Interest: Delta retains a 1.0% Net Smelter Return (NSR) royalty on the Delta-2 claims.
• Royalty Repurchase Option: 50% of the NSR royalty can be repurchased by Troilus for $500,000.
• Operator Role: Troilus acts as the operator during the option period, financing all exploration activities and claim maintenance expenditures.
• Property Details (Delta-2):
  • Location: Approximately 35 km southeast of Chibougamau, Quebec.
  • Size: 405 mineral claims covering approximately 21,783 hectares (217.83 square kilometres).
  • Context: Located in a well-established mining district hosting significant gold and base metal deposits.
• Strategic Impact: Provides Delta with non-dilutive capital to advance its Delta-1 gold property in Ontario (Eureka discovery) and strengthens its financial position with low corporate overhead.

Notable Quotes

• Frank Candido, Chairman of Delta: "This agreement represents a strong outcome for Delta shareholders. The Delta-2 property is a large, highly prospective land package in a proven mining district, and this transaction allows us to realize near- and medium-term value while retaining meaningful long-term upside through a royalty interest."
• Ron Kopas, Interim CEO of Delta: "The transaction achieves an objective we set ourselves last August, and provides Delta with non-dilutive cash and share consideration, strengthening the company's financial position and allowing management to focus its exploration and development efforts on the highly prospective Delta-1 gold property... I am particularly enthused as this will underpin the business for the next three years, beginning with an initial $2.5-million in 2026."