Troilus Gold Corp. announced it has entered into an agreement for the strategic divestiture of its non-core Mike Lake properties in Yukon, Canada, to Prospector Metals Corp. This transaction will streamline Troilus' portfolio of properties, allowing it to focus entirely on the development of its Troilus Gold Project in Quebec, while maintaining a stake in the potential success of Mike Lake under Prospector Metal's experienced leadership.

Pursuant to an agreement dated December 29, 2023, Prospector Metals has agreed to acquire the Mike Lake Project from Troilus for share consideration equal to 19.9% of Prospector Metals, in addition to a milestone payment, as detailed below. At closing, it is expected that Prospector Metals will issue to Troilus 8,638,433 post-consolidation common shares at a deemed price of $0.11 per Prospector Share, under the terms of the agreement. Troilus has agreed to sell its 100% interest in the Mike Lake Claims to Prospector Metals for the following consideration: Consideration Shares: the issuance to Troilus of such number of Prospector Shares as is equal to 19.9% of the issued and outstanding Prospector Shares immediately following closing of the transaction, at the deemed issue price of $0.11 per Prospector Share; and One-Time Milestone Payment: Upon the public announcement by Prospector Metals of a Mineral Resource on the Property (a "Milestone Trigger Event"), Prospector Metals shall, within 30 days of the Milestone Trigger Event, pay Troilus a one-time payment in the amount equal to the Milestone Payment Amount (as described below), in either cash or Prospector Shares (or a combination thereof), at the election of Prospector Metals.

Provided that Prospector Metals shall not issue Prospector Shares to Troilus if, after the issuance of such Prospector Shares, Troilus would in the aggregate beneficially own, or exercise control or direction over, 20% or more of the then issued and outstanding Prospector Shares, unless prior shareholder approval is obtained by Prospector Metals in accordance with applicable Securities Laws and the rules or policies of the TSX Venture Exchange. The "Milestone Payment Amount" shall be equal to: 1) the sum of $1,000,000, if the Prospector Metals market capitalization is less than or equal to $20,000,000; and 2) the sum of $2,000,000, if the Prospector Metals market capitalization is greater than $20,000,000. The occurrence of a Change of Control of Prospector Metals shall constitute a Milestone Trigger Event (provided the Milestone Payment has not already been paid).

Prospector Metals assumes underlying royalties on the claims. As long as Troilus continues to own 5% of Prospector Metals, it shall have the right to appoint one nominee to the Prospector Metal's board of directors. As long as Troilus continues to own 5% of Prospector Metals, it shall have a participation right to maintain its pro rata equity interest.