Original News Release
Troilus Gold arranges $150-million offering
Ms. Caroline Arsenault reports
TROILUS ANNOUNCES $150 MILLION BOUGHT DEAL PUBLIC OFFERING
Troilus Gold Corp. has entered into an agreement with Desjardins Capital Markets, Cormark Securities Inc. and Haywood Securities Inc., on behalf of themselves and a syndicate of underwriters, pursuant to which the underwriters have agreed to purchase, on a bought deal basis, 116.28 million common shares of the company, at a price of $1.29 per common share for aggregate gross proceeds of approximately $150-million. The company has also granted the underwriters an option, exercisable at the offering price for a period of 30 days following the closing of the offering, to purchase up to an additional 15 per cent of the offering to cover overallotments, if any.
The net proceeds from the sale of the common shares will be used by the company to finance continuing predevelopment activities at the company's Troilus copper-gold project, for debt repayment, and for working capital and general corporate purposes.
As Troilus advances the project toward a construction decision, it has accelerated progress across all fronts as it transitions from feasibility to development:
Project financing:
Secured letters of interest totalling $1.3-billion (U.S.) in indicative financial support from global export credit agencies (see Nov. 21, 2024, news release);
Established a mandated $700-million (U.S.) debt financing led by a syndicate of international lenders and supported by European ECAs (see March 13, 2025, news release);
Agreed to indicative long-term offtake agreements with Aurubis AG and Boliden AB, two of Europe's leading smelters (see July 10, 2025, and Aug. 26, 2025, news releases).
Permitting:
Filed the environmental and social impact assessment in June, 2025, with Quebec and federal regulators, representing the culmination of over five years of environmental studies and meaningful consultation with local and Indigenous communities (see June 25, 2025, news release).
Engineering:
Basic engineering surpassed 85-per-cent completion, led by BBA Inc. of Montreal, and is on track to transition seamlessly into detailed execution in preparation for a 2026 construction decision (see Oct. 15, 2025, news release).
The company continues to assess potential streaming options and/or additional vendor backed financing packages with targeted completion in early 2026. Final due diligence for the previously announced debt financing is continuing and targeting completion for early 2026.
The offering will be completed by way of a prospectus supplement to the short form base shelf prospectus of the company dated April 30, 2025, which supplement is expected to be filed on or prior to Nov. 7, 2025, with the securities commissions and other similar regulatory authorities in each of the provinces and territories of Canada, and some may be resold in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and in such other jurisdictions outside of Canada and the United States as are agreed to by the company and the underwriters, in each case provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction, and that the company will not be or become subject to any continuous disclosure obligations in such jurisdiction. The base prospectus and, once filed, the supplement can be found on SEDAR+ and contain important detailed information about the offering.
Electronic or paper copies of the base prospectus, the supplement (when filed) and any amendment to the documents may be obtained, without charge, from Desjardins Capital Markets at 25 York St. (10th floor), Toronto, Ont., M5J 2V5, attention: equity capital markets; or by e-mail at [email protected].
The offering is scheduled to close on or about Nov. 14, 2025, subject to customary closing conditions, including receipt of all necessary approvals, including the approval of the Toronto Stock Exchange.
About Troilus Gold Corp.
Troilus Gold is a Canadian development-stage mining company focused on the systematic advancement of the former gold and copper Troilus mine toward production. Troilus is located in the Tier 1 mining jurisdiction of Quebec, Canada, where it holds a large land position of 435 square kilometres in the Frotet-Evans greenstone belt. A feasibility study completed in May, 2024, supports a large-scale 22-year, 50,000-tonne-per-day open-pit mining operation, positioning it as a cornerstone project in North America.
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