Troilus Mining Corporation — Capital/Financing Update 2020

Nov 9, 2020

TERM SHEET PUBLIC OFFERING OF FLOW-THROUGH SHARES

November 9, 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:	Treasury public offering (the “FT Offering”) of 5,470,000 common shares of the
	Company that qualify as “flow-through shares” for the purposes of the_Income Tax Act_
	(Canada) and the_Taxation Act_(Quebec) (the “Flow-Through Shares”).
Gross Proceeds:	C$10,502,400 (C$12,077,760 in the event the Option is exercised in full).
Offering Price:	C$1.92 per Flow-Through Share (the “Flow-Through Share 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 up to 820,500 additional Flow-Through
	Shares at the Flow-Through Share Offering Price.
Use of Proceeds and	The proceeds from the Flow-Through Shares will be used to incur “Canadian exploration
Flow-Through	expenses” (within the meaning of the_Income Tax Act_(Canada)) related to the Company’s
Income Tax	Troilus Gold Project and other regional exploration targets in Quebec (the “Qualifying
Considerations:	Expenditures”) that will qulify as “flow-through mining expenditures” (within the
	meaning of the meaning of the_Income Tax Act_(Canada)). The Qualifying Expenditures
	will be renounced to the subscribers for the Flow-Through Shares with an effective date
	no later than December 31, 2020, in the aggregate amount equal to the total amount of
	the gross proceeds raised from the issue of Flow-Through Shares. In addition, with respect
	to eligible Flow-Through Share subscribers, the Qualifying Expenditures will also qualify
	for inclusion in the “exploration base relating to certain Quebec exploration expenses”
	within the meaning of section 726.4.10 of the_Taxation Act_(Quebec) and for inclusion in
	the “exploration base relating to certain Quebec surface mining expenses or oil and gas
	exploration expenses” within the meaning of section 726.4.17.2 of the_Taxation Act_
	(Quebec).
	In the event the Company is unable to renounce Qualifying Expenditures effective on or
	prior to December 31, 2020 for each Flow-Through Share purchased in an aggregate
	amount not less than the gross proceeds raised from the issue of the Flow-Through Shares,
	the Company will indemnify each Flow-Through Share subscriber for the additional taxes
	payable by such subscriber as a result of the Company’s failure to renounce the
	Qualifying Expenditures as agreed.
Jurisdictions:	The Flow-Through Shares will be qualified in all of the provinces of Canada (the
	“Jurisdictions”), pursuant to a short form prospectus. The Offered Shares 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 Offered Shares may be sold injurisdictions outside of Canada and the United States, in each case in accordance with allapplicable laws provided that no prospectus, registration statement or similar documentis required to be filed in such jurisdiction.Form ofUnderwriting:“Bought deal” basis subject to conventional bought deal termination provisions andclosing conditions to be including in a definitive underwriting agreement.Eligibility:Eligible under the usual statutes and for RRSPs, RRIFs, RESPs, RDSPs, DPSPs andTFSAs.Concurrent PrivatePlacement (the“Placement”):Concurrent “bought deal” private placement of 9,100,000 common shares (the “CommonShares” and collectively with the Flow-Through Shares, the “Offered Shares”) of theCompany at a price of C$1.10 per Common Share for gross proceeds of C$10,010,000.The Common Shares may also be sold in the United States pursuant to an exemption fromthe registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S.Securities Act”) and in those jurisdictions outside of Canada and the United States asagreed to by the Company provided that no prospectus filing, continuous disclosure orcomparable obligation arises in such jurisdiction.The gross proceeds of the sale of the Common Shares will be used for its previouslyplanned development program for the Troilus Gold Project and for working capitalpurposes.	Securities Act of 1933, as amended. In addition, the Offered Shares may be sold injurisdictions outside of Canada and the United States, in each case in accordance with allapplicable laws provided that no prospectus, registration statement or similar documentis required to be filed in such jurisdiction.Form ofUnderwriting:“Bought deal” basis subject to conventional bought deal termination provisions andclosing conditions to be including in a definitive underwriting agreement.Eligibility:Eligible under the usual statutes and for RRSPs, RRIFs, RESPs, RDSPs, DPSPs andTFSAs.Concurrent PrivatePlacement (the“Placement”):Concurrent “bought deal” private placement of 9,100,000 common shares (the “CommonShares” and collectively with the Flow-Through Shares, the “Offered Shares”) of theCompany at a price of C$1.10 per Common Share for gross proceeds of C$10,010,000.The Common Shares may also be sold in the United States pursuant to an exemption fromthe registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S.Securities Act”) and in those jurisdictions outside of Canada and the United States asagreed to by the Company provided that no prospectus filing, continuous disclosure orcomparable obligation arises in such jurisdiction.The gross proceeds of the sale of the Common Shares will be used for its previouslyplanned development program for the Troilus Gold Project and for working capitalpurposes.
	Listing:Application will be made to list the Offered Shares on the Toronto Stock Exchange
	(“TSX”), which listing shall be conditionally approved prior to closing. The outstanding
	common shares of the Company are currently listed on the TSX under the symbol “TLG”.
	Lead Underwriter:Cormark Securities Inc.
	Commission:Cash commission equal to 6.0% of the gross proceeds of the Offerings (including for
	certainty any proceeds in connection with the exercise of the Option)
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