Trojan Gold signs LOI to acquire Tashota, Strike Copper

Executive Summary

• Trojan Gold Inc. has entered into a non-binding Letter of Intent (LOI) to acquire all issued and outstanding common shares and convertible securities of Tashota Resources Inc. and Strike Copper Corp.
• The transaction will be executed via a three-cornered amalgamation, resulting in the consolidation of the three companies' mineral exploration assets under a single publicly listed entity.
• Shareholders of Tashota and Strike Copper will receive 0.5 post-consolidation common shares of Trojan for each share held, with Trojan also planning a concurrent financing of approximately 10 million post-consolidation shares.

Key Details

• Transaction Structure: Non-binding LOI dated March 1, 2026, for a business combination via a three-cornered amalgamation involving a newly incorporated wholly owned subsidiary of Trojan.
• Share Exchange Ratio:
  • Trojan will consolidate its shares on a 1-for-12 basis (1 post-consolidation share for 12 pre-consolidation shares).
  • Each Tashota common share exchanges for 0.5 post-consolidation Trojan common shares.
  • Each Strike Copper common share exchanges for 0.5 post-consolidation Trojan common shares.
• Ownership Percentages (Post-Transaction):
  • Trojan expects to issue ~57,502,051 common shares to Tashota shareholders, representing ~68.92% of the resulting issuer (71.9% on a fully diluted basis).
  • Trojan expects to issue ~11,874,884 common shares to Strike Copper shareholders, representing ~14.23% of the resulting issuer (13.7% on a fully diluted basis).
• Concurrent Financing: Trojan anticipates completing a concurrent financing of approximately 10 million post-consolidation common shares; specific terms to be announced in a subsequent release.
• Board Composition: Upon closing, the board will consist of five directors: existing Trojan directors (Charles Elbourne, Rodney Barber, Jason Bagg, Sarah Morrison) and new director Ari Chaney.
• Strategic Rationale: Consolidate mineral exploration assets, streamline administrative/corporate overhead, and provide enhanced liquidity for Tashota and Strike Copper shareholders through ownership in a CSE-listed entity.
• Regulatory/MI 61-101: The transaction is considered a business combination under MI 61-101 due to Charles Elbourne serving as a director of all three entities. Independent director committees have been formed, and disinterested shareholder approval is required. The transaction is exempt from formal valuation requirements.
• Conditions Precedent: Includes execution of binding definitive agreements, receipt of CSE approval, and shareholder approvals from Trojan (disinterested basis), Strike Copper, and Tashota.

Notable Quotes

• Charles Elbourne, CEO of Trojan: "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."