Troilus Mining Corporation — M&A Activity 2021

Apr 9, 2021

AMENDMENT TO AMALGAMATION AGREEMENT DATED MARCH 22, 2021

THIS AGREEMENT is made as of the 9[th] day of April, 2021

BETWEEN:

TROILUS GOLD CORP.,

a corporation incorporated under the laws of the Province of Ontario (“ Troilus ”)

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URBANGOLD MINERALS INC.,

a corporation incorporated under the laws of Canada (“ Urban ”)

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12842971 CANADA INC.,

a corporation incorporated under the laws of Canada (“ Troilus Subco ”)

WHEREAS the Parties entered into an Amalgamation Agreement dated as of the 22[nd] of March 2021 (the “ Amalgamation Agreement ”);

AND WHEREAS the parties are desirous of amending certain terms of the Amalgamation Agreement;

NOW THEREFORE , for good and valuable consideration, the receipt of which is mutually acknowledged, the parties agree to amend the Amalgamation Agreement as follows:

1. The following is hereby added as Section 2.12 of the Amalgamation Agreement and shall form an integral part thereof:

“ 2.12 Extinction of Rights

If any former Urban Shareholder fails to deliver to the Depositary the certificates, documents or instruments required to be delivered to the Depositary under this Agreement in order for such former Urban Shareholder to receive the Share Consideration to which such former holder is entitled to receive pursuant to Section 2.2 (q)(i), on or before the sixth anniversary of the Effective Date, on the sixth anniversary of the Effective Date (i) such former holder will be deemed to have donated and forfeited to Troilus or its successor any Share Consideration held by the Depositary in trust for such former holder to which such former holder is entitled and (ii) any certificate and/or Direct Registration Statement representing Urban Shares or formerly held by such former holder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to Troilus and will be cancelled. Neither Urban nor Troilus, or any of their respective successors, will be liable to any person in respect of any Share Consideration (including any consideration previously held by the Depositary in trust for any such former holder) which is forfeited to Urban or Troilus or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.”

1. Section 2.2(r) is hereby deemed to be amended to allow for the delivery of Direct Registration Statements representing the number of Consideration Shares to which holders of share certificates (or Direct Registration Statements) representing Urban Shares are entitled, instead of share certificates representing the Consideration Shares.

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1. All other terms and conditions of the Amalgamation Agreement remain otherwise unamended and are hereby reaffirmed. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Amalgamation Agreement.

IN WITNESS WHEREOF this amendment has been executed as of the day, month and year first above written.

TROILUS GOLD CORP.

By: (signed) “ Justin Reid ” Name: Justin Reid Title: CEO

URBANGOLD MINERALS INC.

By: (signed) “ Mathieu Stephens ” Name: Mathieu Stephens Title: CEO & President By: (signed) “ Vatché Tchakmakian ” Name: Vatché Tchakmakian Title: CFO & Secretary

12842971 CANADA INC.

By: (signed) “ Brianna Davies ” Name: Brianna Davies Title: Director

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