Troilus Mining Corp (CHXMF)

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TROILUS CLOSES PRIVATE PLACEMENT OF FLOW-THROUGH SHARES AND COMMON SHARES FOR TOTAL PROCEEDS OF C$12,832,683

Not for distribution to United States newswire services or for dissemination in the United States

February 28, 2020, Toronto, Ontario – Troilus Gold Corp. (TSX: TLG; OTCQB: CHXMF) (“Troilus” or the “Company”) is pleased to announce that it has closed its previously announced non-brokered private placement of an aggregate of 6,449,188 common shares of the Company that will qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”) (collectively, the “Flow-Through Shares“).

The Flow-Through Shares were issued in three tranches as follows:

Tranche 1: 2,000,000 Flow-Through Shares issued to investors resident in the Province of Québec at an issue price of C$1.00 per Flow-Through Share for aggregate gross proceeds of C$2,000,000 (the “T1 Offering”);

Tranche 2: 2,070,617 Flow-Through Shares issued to investors resident in the Province of Québec at an issue price of C$0.81 per Flow-Through Share for aggregate gross proceeds of C$1,677,200 (the “T2 Offering”); and

Tranche 3: 2,378,571 Flow-Through Shares issued to investors resident outside of the Province of Québec at an issue price of C$0.77 per Flow-Through Share for aggregate gross proceeds of C$1,831,500 (the “T3 Offering” and, collectively with the T1 Offering and the T2 Offering, the “Flow-Through Offering”).

The Flow-Through Shares issued in connection with the T1 Offering and the T2 Offering also qualify as “flow-through shares” within the meaning of section 359.1 of the Taxation Act (Québec).

The Company is also pleased to announce that it has closed its previously announced non-brokered private placement of an aggregate of 11,267,667 common shares of the Company (the “Offered Shares”) which were issued at a price of C$0.65 per Offered Share for aggregate gross proceeds of C$7,323,983 (the “Common Share Offering”).

The aggregate gross proceeds raised pursuant to the Flow-Through Offering and the Common Share Offering (collectively, the “Offering”) total C$12,832,683.

The gross proceeds from the issue and sale of the Flow-Through Shares will be used by the Company to incur eligible “Canadian exploration expenses”, within the meaning of the Tax Act, that will qualify as “flow-through mining expenditures” as defined in the Tax Act (the “Qualifying Expenditures”) related to the Company's Troilus gold project located within the Frotêt-Evans Greenstone Belt in Québec, on or before December 31, 2021. The Company will renounce the Qualifying Expenditures to the subscribers of the Flow-Through Shares with an effective date of no later than December 31, 2020.

The Company intends to use the net proceeds of the Common Share Offering to continue exploration and definition drilling at its Troilus gold project, and for general corporate purposes.

The Offering remains subject to final approval of the Toronto Stock Exchange (“TSX”). The Flow-Through Shares and Offered Shares issued under the Offering are subject to a hold period in Canada expiring four months and one day from the closing date of the Offering.

In connection with the Offering, the Company has paid financial advisory fees to Cormark Securities Inc., Stifel GMP, Canaccord Genuity Corp., Haywood Securities Inc., Laurentian Bank Securities Inc. and Red Cloud Securities Inc.. In addition, in connection with the Offering, the Company has paid finder’s fees in respect of certain subscriptions to Tamesis Partners LLP and other finders.

The securities offered have not been, nor will they be, registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About Troilus Gold Corp.

Troilus is a Toronto-based, Quebec focused, advanced stage exploration and early-development company focused on the mineral expansion and potential mine re-start of the former gold and copper Troilus mine. The 16,000-hectare Troilus property is located northeast of Chibougamau within the Frotêt-Evans Greenstone Belt in Quebec, Canada. From 1996 to 2010, Inmet Mining Corporation operated the Troilus project as an open pit mine, producing more than 2,000,000 ounces of gold and nearly 70,000 tonnes of copper.