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Troilus to acquire Urbangold Minerals in all-share transaction

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Global Mining Review,

Troilus Gold Corp. and UrbanGold Minerals Inc. have entered into a definitive agreement, pursuant to which Troilus has agreed to acquire all of the issued and outstanding common shares of UrbanGold that it does not currently own.

Troilus currently owns 6.15 million UrbanGold Shares, or approximately 9.7% of the UrbanGold Shares outstanding. The transaction is being carried out by way of a three-cornered amalgamation under the Canada Business Corporations Act. UrbanGold shareholders will be asked to vote on the amalgamation at a special meeting of UrbanGold shareholders with closing expected to take place by the end of May 2021.

Under the terms of the agreement, UrbanGold shareholders will receive 0.3004 of a Troilus common share for each UrbanGold share. The exchange ratio implies a consideration of CAN$0.30 per UrbanGold Share based on the 20-day volume weighted average price (VWAP) of the Troilus Shares on the Toronto Stock Exchange (TSX) on 22 March 2021, for a total consideration of approximately CAN$19 million on a 100% and basic basis. The Exchange Ratio represents a premium of 35.3% based on the 20-day VWAP of the UrbanGold shares ending on 22 March 2021. All of UrbanGold management and board, together representing 6.59% of the UrbanGold Shares, are supportive of the transaction and have entered into support agreements with Troilus to vote their UrbanGold Shares in favour of the amalgamation.

“The acquisition of Urban Gold aligns with Troilus’ focus on developing a near-term production asset while executing a growth strategy supported by a broad portfolio of exploration and early-development assets within the Frôtet Evans Belt and Quebec. We look forward to welcoming Urban’s shareholders to Troilus and our continued success together,” stated Justin Reid, Troilus CEO.

Jens E. Hansen, Interim President and CEO of UrbanGold Minerals stated, “We’re incredibly pleased to be working with Troilus Gold in further developing the Troilus area properties and our other Quebec assets. This amalgamation will benefit UrbanGold shareholders by giving exposure to a nearby advanced gold-copper permitted deposit, with an established infrastructure, and will allow for fast tracking of exploration work on UrbanGold’s property, with substantial cost savings. I want to thank the UrbanGold team for putting together an excellent property package, especially in regards to the Bullseye and Pallador properties located in the Troilus area.”

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