Trojan, Tashota and Strike Copper Announce Letter of Intent for Business Combination of Tashota and Strike Copper by Trojan

Executive Summary

• Trojan Gold Inc. entered into a non‑binding LOI to acquire all issued and outstanding shares of Tashota Resources Inc. and Strike Copper Corp., creating a three‑cornered amalgamation.
• The transaction will involve a 12‑for‑1 share consolidation for Trojan, after which Tashota shareholders will receive 0.5 post‑consolidation Trojan shares per Tashota share and Strike Copper shareholders the same ratio.
• Upon completion, Trojan expects to issue ~57.5 M new common shares to Tashota shareholders (≈68.9% of the combined entity) and ~11.9 M shares to Strike Copper shareholders (≈14.2%).

Key Details

• LOI Date: March 1 2026; announced March 3 2026.
• Consolidation Ratio: 12 pre‑consolidation Trojan shares → 1 post‑consolidation share.
• Exchange Ratios (post‑consolidation):
• Tashota: 0.5 Trojan post‑consolidation shares per Tashota share.
• Strike Copper: 0.5 Trojan post‑consolidation shares per Strike Copper share.
• Proposed Share Issuance:
• ~57,502,051 common shares to Tashota shareholders (≈68.92% of combined issuer; 71.9% on a fully diluted basis).
• ~11,874,884 common shares to Strike Copper shareholders (≈14.23% of combined issuer; 13.7% on a fully diluted basis).
• Concurrent Financing: Trojan plans to complete financing for approximately 10 M post‑consolidation common shares; terms to be disclosed in a future release.
• Board Composition Post‑Closing: The combined board will consist of five directors – the four existing Trojan directors plus Charles Elbourne, Rodney Barber, Jason Bagg, Sarah Morrison and Ari Chaney (new appointee).
• Strategic Rationale: Consolidate mineral exploration assets under a single listed vehicle, reduce administrative overhead, improve liquidity for Tashota and Strike Copper shareholders, and create a stronger platform for advancing the combined property portfolio.
• Regulatory/Shareholder Approvals: Transaction subject to customary definitive agreements, CSE approval, disinterested shareholder approvals at special meetings of each company, and exemption from formal valuation requirements under MI 61‑101.
• Conditions Precedent: Execution of binding definitive agreements, receipt of all required regulatory and shareholder consents, and board approvals by independent committees.

Notable Quotes

“This proposed transaction represents a deliberate step toward building a more unified and strategically positioned company… we aim to simplify the corporate structure, strengthen the balance sheet and create a clearer platform for growth.” – Charles Elbourne, President & CEO, Trojan Gold Inc.