Cautionary Language, QP Statements and Legal Disclaimers

Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. There is no certainty that the Indicated Mineral Resources will be converted to the Probable Mineral Reserve category, and there is no certainty that the updated Mineral Resource statement will be realized.

The mineral resource estimates contained or referred to herein may be subject to legal, political, environmental or other risks that could materially affect the potential development of such mineral resources. See the Technical Report (as defined herein) filed on SEDAR, for more information with respect to the key assumptions, parameters, methods and risks of determination associated with the foregoing.

The PEA referred herein to is preliminary in nature, includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The PEA is subject to a number of risks and uncertainties. Se the Technical Report for more information with respect to the key assumptions, parameters, methods and risks of determination associated with the PEA.

The Troilus project has not been the subject of a current feasibility study and as such there is no certainty that a potential mine will be realized. There is a significant risk that any production from the project will not be profitable with these risks elevated by the absence of a compliant NI 43 101 feasibility study.

The mineral resource estimate disclosed or referred to in this presentation was prepared by Mr. Paul Daigle, géo., Senior Associate Resource Geologist with AGP Mining Consultants Inc. ("AGP") and the supporting Technical Report entitled "Preliminary Economic Assessment of the Troilus Gold Project, Quebec, Canada" dated October 14, 2020 (the mineral resource has an effective date of July 20, 2020 and the PEA has an effective date of August 31, 2020) prepared by Gordon Zurowski, P. Eng. Principal Mining Engineer,, Paul Daigle, P. Geo, Senior Associate Geologist, AGP and Mr. Andy Holloway, P. Eng. Principal Processing Engineer, AGP is available on SEDAR atwww.sedar.com. Mr. Daigle, Mr. Zurowski, and Mr. Holloway are Qualified Persons and independent of Troilus under NI 43-101.

The technical and scientific information in this presentation has been reviewed and approved by Bertrand Brassard, M.Sc., P.Geo., Senior Project Geologist, who is a Qualified Person as defined by NI 43-101. Mr. Brassard has also verified the technical data contained in this presentation using industry accepted standards. Mr. Brassard is an employee of Troilus and is not independent of the Company under NI 43-101.

This presentation contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Forward-looking statements include, but are not limited to statements related to: the anticipatedand phrases or statements that certain actions, events or results "may", "could", "would", "will", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are made based upon certain assumptions and other important facts that, if untrue, could cause the actual results, performances or achievements of Troilus to be materially different from future results, performances or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which Troilus will operate in the future. Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements include, amongst others, currency fluctuations, the global economic climate, dilution, share price volatility and competition. Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of Troilus to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: 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 the impact the COVID 19 pandemic may have on the Company's activities (including without limitation on its employees and suppliers) and the economy in general; the impact of the recovery post COVID 19 pandemic and its impact on gold and other metals; there being no assurance that the exploration program or programs of the Company will result in expanded mineral resources; risks and uncertainties inherent to mineral resource estimates; the high degree of uncertainties inherent to preliminary economic assessments and other mining and economic studies which are based to a significant extent on various assumptions; variations in gold prices and other precious metals, exchange rate fluctuations; variations in cost of supplies and labour; receipt of necessary approvals; general business, economic, competitive, political and social uncertainties; future gold and other metal prices; accidents, labour disputes and shortages; environmental and other risks of the mining industry, including without limitation, risks and uncertainties discussed in the latest annual information form of the Company, in the Technical and in other continuous disclosure documents of the Company available under the Company's profile atwww.sedar.com. Although Troilus has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Troilus does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

benefits of the proposed transaction for the parties thereto and their shareholders, timing of the completion of the This presentation is for informational purposes for the benefit of the transaction, expected regulatory approvals, the results of the PEA, statements with respect to Mineral Resource v

estimates, the Company's understanding of the project; the development potential and timetable of the project; the potential to extend mine life beyond the period contemplated in the PEA, opportunity to expand the scale of the

shareholders, investors and other stakeholder of Troilus only and does not constitute an offer to purchase, a solicitation of an offer to sell any securities or

project, the project becoming a cornerstone mining project in Quebec and Canada, the estimation of mineral a solicitation of a proxy.

resources; realization of mineral resource estimates; the timing and amount of estimated future exploration; success of exploration activities; the anticipated ability of investors to continue benefiting from the Company's low discovery costs, technical expertise and support from local communities; and the anticipated timing of filing the Technical Report. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "contemplates", "goal", "continue", "anticipates" or "does not anticipate", or "believes", or variations of such words

Overview of the Offer to Acquire Urban Gold Minerals

Proposed Transaction

  • Troilus has agreed to acquire all of the issued and outstanding common shares of UrbanGold that it does not currently own (Troilus currently owns 6,156,291, or 9.7%, of UrbanGold shares) via issuance of new common shares of TLG.

  • Troilus to issue 17.2 million shares to UrbanGold shareholders, representing ~11.5% dilution to Troilus shareholders

Transaction Metrics

  • UrbanGold shareholders will receive 0.3004 of a Troilus common share for each UrbanGold share

  • This exchange ratio implies a consideration of C$0.30 per UrbanGold share

    (based on the 20-day VWAP of TSX: TLG on March 22, 2021) for a consideration of ~$19million

Conditions to Closing

  • UrbanGold shareholders to vote on the amalgamation at a special meeting of shareholders; No shareholder approval required for Troilus

  • UrbanGold's 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.

  • Customary TSX, TSXV and regulatory approvals

  • Closing of the transaction is expected to take place by the end of May 2021

Urban Gold Minerals (TSX.V: UGM) - Company Profile

  • UrbanGold Minerals is a Quebec-focused gold exploration company

  • They hold key land positions in the Troilus-Frotêt belt, as well as several non-core properties throughout Quebec with limited work conducted

  • Tightly held shareholder base

Current Capital Structure

Share Price (52-week High/Low)

$0.45-$0.05

Shares Outstanding

63,449,935

Market Capitalization ($0.27; Mar.22, 2021)

~$15 million

Cash & Cash Equivalents

$1.3 million

Share Ownership

Insiders:

6.6%

Jens Eskelund-Hansen

3.9%

Institutions

1.1%

Mathieu B. Stephens

1.6%

Corporations

0.2%

T.I.P. Wealth Manager

1.1%

Retail/Other

92.2%

V. E. Dale Burstall

0.8%

Rejean Gosselin

0.3%

Top Shareholders

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Disclaimer

Troilus Gold Corporation published this content on 23 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 March 2021 10:25:58 UTC.