Troilus Mining Corporation — M&A Activity 2021

Apr 1, 2021

Form 51-102F3 Material Change Report

Item 1 Name and Address of Company Troilus Gold Corp. (“ Troilus ” or the “ Company ”) 36 Lombard Street, 4[th] Floor Toronto ON, M5X 2C3

Item 2 Date of Material Change March 22, 2021.

• Item 3 News Release

The news release with respect to the material changes referred to in this report was disseminated via Globe Newswire on March 23, 2021 and subsequently filed on SEDAR.

• Item 4 Summary of Material Change

On March 22, 2021 Troilus entered into a definitive agreement with UrbanGold Minerals Inc. (“ UrbanGold ”) pursuant to which Troilus has agreed to acquire all of the issued and outstanding common shares of UrbanGold.

Item 5.1 Full Description of Material Change

On March 22, 2021 Troilus entered into a definitive agreement (the “ Agreement ”) with UrbanGold pursuant to which Troilus has agreed to acquire all of the issued and outstanding common shares of UrbanGold (“ UrbanGold Shares ”) that it does not currently own (the “ Transaction ”). Troilus currently owns 6,156,291 UrbanGold Shares, or approximately 9.7% of the UrbanGold Shares outstanding. The Transaction is being carried out by way of a three-cornered amalgamation (the “Amalgamation”) under the Canada Business Corporations Act . UrbanGold shareholders will be asked to vote on the Amalgamation at a special meeting of UrbanGold shareholders (the “ UrbanGold Meeting ”) 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 (the “ Troilus Shares ”) for each UrbanGold Share (the “ Exchange Ratio ”). The Exchange Ratio implies a consideration of C$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 March 22, 2021 for a total consideration of approximately C$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 March 22, 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.

Subject to the TSX Venture Exchange and any other required regulatory authority approval, the 17,654,188 outstanding UrbanGold warrants will be exercisable in accordance with their terms into Troilus Shares at the Exchange Ratio until their expiry date.

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Pursuant to the Amalgamation, Troilus will issue approximately 17.2 million Troilus Shares (or approximately 18.7 million Troilus Shares assuming the exercise of all UrbanGold options) to UrbanGold shareholders (other than itself) and UrbanGold will amalgamate with a newly incorporated wholly owned subsidiary of Troilus to become a wholly owned subsidiary of Troilus. The Amalgamation represents approximately 11.5% dilution to Troilus shareholders (or 12.4% assuming the exercise of all UrbanGold options), prior to giving effect to the exercise of any UrbanGold warrants.

Implementation of the Amalgamation is subject to approval by (i) at least two-thirds of the votes cast by all UrbanGold shareholders and (ii) a simple majority of the votes cast by UrbanGold shareholders other than “interested parties” and their “joint actors” as such terms are defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions , all at the UrbanGold Meeting. In addition to shareholder approval, completion of the Amalgamation is subject to the receipt of regulatory approvals, including stock exchange approvals, as well as certain other closing conditions customary in transactions of this nature.

The Agreement contains customary non-solicitation provisions which are subject to UrbanGold’s right to consider and accept a superior proposal subject to a matching right in favour of Troilus. In the event that the Amalgamation is not completed as a result of a superior proposal or in certain specific circumstances, UrbanGold will pay Troilus a termination fee in the amount of $500,000.

The board of directors of UrbanGold (the “ UrbanGold Board ”) has formed a special committee (the “ Special Committee ”) to consider and evaluate the Amalgamation. The Special Committee, following a review of the terms and conditions of the Agreement and consideration of a number of factors, unanimously recommended that the UrbanGold Board approve the Amalgamation. After receiving the recommendation of the Special Committee and advice, including a fairness opinion, from its advisors, the UrbanGold Board has unanimously determined that the Amalgamation is in the best interests of UrbanGold and will recommend that UrbanGold shareholders vote in favour of the Amalgamation. Prior to the execution of the Agreement, iA Capital Markets provided a fairness opinion that, based upon and subject to the assumptions, limitations and qualifications in such opinion, the consideration to be received by the UrbanGold shareholders is fair, from a financial point of view, to UrbanGold shareholders (other than Troilus and its affiliates).

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

• Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

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Justin Reid Chief Executive Officer Tel: (647) 276-0050 x 1305

Item 9 Date of Report

March 31, 2021

Cautionary Note Regarding Forward Looking Statements and Information

This material change report contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Such forward-looking statements include, without limitation, statements regarding the anticipated benefits of the Transaction for Troilus and its shareholders, timing of the completion of the Transaction, expected regulatory approvals, future results of operations, performance and achievements of the parties to the Transaction, mineral resource estimates of Troilus and benefits of the PEA. Although Troilus believes that such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. Troilus cautions investors that any forward-looking statements contained herein are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors and risks, including, uncertainties with respect to obtaining all regulatory and/or shareholder approvals to complete the Transaction, risks with respect to UrbanGold’s being integrated successfully in Troilus’ business or such integration proving more difficult, time consuming or costly than expected, risks of not realizing on the potential benefits of the proposed Transaction, uncertainties relating to the COVID-19 pandemic, uncertainties of the global economy, market fluctuations, any exercise of termination by counterparties under the Agreement, the inability of a party to obtain any necessary permits, consents or authorizations required for its activities, to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, uncertainties inherent to mineral resource estimates and economic studies such as the PEA and other risks identified it’s the disclosure documents filed by each party to the Transaction at www.sedar.com.

Although Troilus believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual events, results and/or developments may differ materially from those in the forward-looking statements. Readers should not place undue reliance on the forward-looking statements contained herein. Troilus does not undertake to update any forward-looking statement that may be made from time to time by it or on its behalf, except in accordance with and as required by applicable securities laws.

This report is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell the shares or a solicitation of a proxy.