Troilus Mining Corporation — Capital/Financing Update 2021

Jun 24, 2021

AMENDMENT TO UNDERWRITING AGREEMENT

THIS AMENDMENT TO UNDERWRITING AGREEMENT (the “ Amending Agreement ”) is made as of the 24[th] day of June, 2021 between Cormark Securities Inc., Stifel Nicolaus Canada Inc., Haywood Securities Inc., Laurentian Bank Securities Inc., Canaccord Genuity Corp. and BMO Nesbitt Burns Inc. (collectively, the “ Underwriters ”) and Troilus Gold Corp. (the “ Company ” and together with the Underwriters, the “ Parties ”).

WHEREAS the Parties entered into an underwriting agreement dated June 15, 2021 (the “ Underwriting Agreement ”) pursuant to which the Underwriters offered to purchase on a “bought deal basis”, severally, and not jointly, nor jointly and several, in in their respective proportions set forth in section 7.1 of the Underwriting Agreement, from the Company, (i) 7,905,200 Units at the Unit Offering Price for aggregate gross proceeds to the Company of $8,695,720; (ii) 6,211,200 Traditional Flow-Through Units at the Traditional Flow-Through Unit Offering Price for aggregate gross proceeds to the Company of $7,826,112; (iii) 13,513,600 National Flow-Through Units at the National Flow-Through Unit Offering Price for aggregate gross proceeds to the Company of $20,000,128; and (iv) 3,174,700 QC Flow-Through Units at the QC Flow-Through Unit Offering Price for aggregate gross proceeds to the Company of $6,000,183;

WHEREAS in addition, under the Underwriting Agreement, the Company granted to the Underwriters an Over-Allotment Option entitling the Underwriters to purchase severally, and not jointly, nor jointly and severally, up to an additional 1,185,780 Additional Base Units at the Unit Offering Price for aggregate gross proceeds of up to $1,304,358 and up to an additional 931,680 Additional Traditional Flow-Through Units at the Traditional Flow-Through Unit Offering Price for aggregate gross proceeds of up to $1,173,916.80;

WHEREAS the Underwriting Agreement provided that the Over-Allotment Option is exercisable to purchase: (i) Additional Base Units at the Unit Offering Price; (ii) Additional Traditional Flow-Through Units at the Traditional Flow-Through Unit Offering Price; (iii) Additional Warrants at a price of $0.01 per Additional Warrant (being $0.005 per one-half of one Warrant) (the “ Additional Warrant Offering Price ”); (iv) Additional Unit Shares at a price of $1.095 per Additional Unit Share (the “ Additional Unit Share Offering Price ”); or (v) a combination thereof, so long as (A) the number of Additional Base Units does not exceed 1,185,780; (B) the number of Additional Traditional Flow-Through Units does not exceed 931,680; (C) the number of Additional Warrants does not exceed 592,890; and (D) the number of Additional Unit Shares does not exceed 1,185,780. Additional Securities may be purchased solely for the purpose of covering the Underwriters’ over-allocation position in connection with the Offering, if any, and for market stabilization purposes;

WHEREAS the Parties wish to amend the Underwriting Agreement to: (i) change the Additional Warrant Offering Price and the Additional Unit Share Offering Price; and (ii) make other administrative changes as set forth herein; and

WHEREAS pursuant to Section 13.7 of the Underwriting Agreement, no alteration, amendment or modification of the Underwriting Agreement or any provision of the Underwriting Agreement shall be valid and binding upon the Parties unless such alteration, amendment or modification is in written form executed by the Parties directly affected by such alteration, amendment or modification;

NOW THEREFORE , for valuable consideration, the receipt and sufficiency of which are acknowledged by the Parties, the Parties hereto intending to be legally bound hereby agree as follows:

1. Capitalized terms used in this Amending Agreement and not otherwise defined have the meanings given to them in the Underwriting Agreement.

2. The Additional Warrant Offering Price is changed to $0.00001 per Additional Warrant (being $0.000005 per one-half of one Warrant).

4. The Additional Unit Share Offering Price is changed to $1.099995.

5. Section 1.1(rr) of the Underwriting Agreement is deleted in its entirety and replaced with the following:

6. ““ Flow-Through Subscription Agreements ” means the subscription and renunciation agreements for the Flow-Through Units, to be entered into by the Company and by the Underwriters on behalf of the Purchasers of Flow-Through Units, in form and substance satisfactory to the Company and the Underwriters, each acting reasonably;”

7. Section 3.9 of the Underwriting Agreement is deleted in its entirety and replaced with the following:

“The Company understands that following the Closing, some or all of the National Flow-Through Units and the QC Flow-Through Units may be: (i) donated by the Purchasers to one or more charities and subsequently may be sold to investors by the charity or charities, or (ii) immediately sold to a third party, (each, a “ Follow-On Transaction ”).”

1. Unless expressly amended herein, all terms and conditions of the Underwriting Agreement shall remain in full force and effect. In the event of any conflict between this Amending Agreement and the Underwriting Agreement, this Amending Agreement shall be paramount.

2. No alteration, amendment or modification of this Amending Agreement or any provision of this Amending Agreement shall be valid and binding upon the Parties unless such alteration, amendment or modification is in written form executed by the Parties.

3. This Amending Agreement shall be subject to, governed by, and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein (excluding any conflict of law rule or principle of such laws that might refer such interpretation or enforcement to the laws of another jurisdiction). Each of the Company and the Underwriters irrevocably submits to the non-exclusive jurisdiction of the courts of the Province of Ontario with respect to any matter arising hereunder or relating hereto.

4. The Parties may sign this Amending Agreement in as many counterparts as may be deemed necessary and may be delivered by facsimile or e-mail, all of which so signed and delivered shall be deemed to be an original and together shall constitute one and the same instrument.

[Signature Page Follows]

2

CORMARK SECURITIES INC.

By: (signed) “Darren Wallace”

Name: Darren Wallace Title: Managing Director, Investment Banking

STIFEL NICOLAUS CANADA INC.

By: (signed) “Michael Barman” Name: Michael Barman Title: Managing Director, Investment Banking

HAYWOOD SECURITIES INC.

By: (signed) “Kevin Campbell”

Name: Kevin Campbell Title: Managing Director, Investment Banking

LAURENTIAN BANK SECURITIES INC.

By: (signed) “Joseph Gallucci” Name: Joseph Gallucci Title: Managing Director, Head of Mining, Investment Banking

CANACCORD GENUITY CORP.

By: (signed) “David Sadowski”

Name: David Sadowski Title: Managing Director, Investment Banking

[Signature page to Amending Agreement]

BMO NESBITT BURNS INC.

By: (signed) “Joshua Goldfarb” Name: Joshua Goldfarb Title: Managing Director, Global Metals & Mining

TROILUS GOLD CORP.

By: (signed) “Justin Reid”

Name: Justin Reid Title: Chief Executive Officer

[Signature page to Amending Agreement]