Troilus Mining Corporation — Capital/Financing Update 2020

Jun 2, 2020

==> picture [66 x 31] intentionally omitted <==

Public Offering of Units

Term Sheet – June 2, 2020

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in all of the provinces of Canada. A copy of the preliminary short form prospectus, and any amendment, is required to be delivered to any investor that received this document and expressed an interest in acquiring the offered securities.

There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, the final short form prospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

Issuer:	Troilus Gold Corp. (“Troilus” or the “Company”)
Offering:	14,286,000 units (the “Units”). Each Unit is comprised of one common share of the
	Company (a “Common Share”) and one-half of one Common Share purchase warrant
	(each full warrant, a “Warrant”) of the Company.
Gross Proceeds:	C$15,000,300 (C$17,250,345 assuming the Option is exercised in full).
Offering Price:	C$1.05 per Unit (the “Offering Price”).
Option:	The Company has granted the underwriters an option (the “Option”), exercisable in part
	or in whole at the underwriters’ sole discretion, at any time until 30 days following the
	Closing Date (as hereinafter defined), to purchase 2,142,900 additional Units at the
	Offering Price.
Warrant:	Each Warrant will entitle the holder thereof to purchase one Common Share of the
	Company for a period of 24 months following the Closing Date at a price of C$1.50.
Use of Proceeds:	The proceeds from the Offering shall be used to advance engineering efforts at Troilus,
	commence geotechnical drilling at the deposit, continue infill and exploration drilling and
	for working capital and general corporate purposes..
Jurisdictions:	The Common Shares and Warrants comprising the Units will be qualified in all of the
	provinces of Canada (the**“Jurisdictions**”), pursuant to a short form prospectus. The
	Units may also be sold into the United States on a private placement basis to Qualified
	Institutional Buyers (QIBs) via an exemption from the registration requirements of the
	United States Securities Act of 1933, as amended. In addition, the Units may be sold in
	jurisdictions outside of Canada and the United States, in each case in accordance with all
	applicable laws provided that no prospectus, registration statement or similar document
	is required to be filed in such jurisdiction.
Form of	“Bought deal” basis subject to conventional bought deal termination provisions and
Underwriting:	closing conditions to be including in a definitive underwriting agreement.
Eligibility:	Eligible under the usual statutes and for RRSPs, RRIFs, RESPs, RDSPs, DPSPs and
	TFSAs.
Listing:	Application will be made to list the Common Shares comprising part of the Units on the
	TSX Exchange (“TSX”), which listing shall be conditionally approved prior to closing.
	The common shares are currently listed on the TSX under the symbol “TLG”.

==> picture [100 x 27] intentionally omitted <==

==> picture [86 x 22] intentionally omitted <==

==> picture [101 x 19] intentionally omitted <==

==> picture [66 x 31] intentionally omitted <==

Public Offering of Units

	Public Offering of Units
Co-Lead	Cormark Securities Inc., Laurentian Bank Securities Inc. and Stifel GMP
Underwriters:
Commission:	Cash commission equal to 6.0% of the gross proceeds of the Offering (including for
	certainty any proceeds in connection with the exercise of the Option).
Closing Date:	On or before June 23, 2020 (the “Closing Date”) or such other date as the underwriters
	and the Company may agree.

==> picture [100 x 27] intentionally omitted <==

==> picture [86 x 22] intentionally omitted <==

==> picture [101 x 19] intentionally omitted <==