Troilus Gold Corp. (TSX:TLG) entered into definitive agreement to acquire remaining 90% stake in UrbanGold Minerals Inc. (TSXV:UGM) for CAD 19.2 million on March 22, 2021. Under the terms of the agreement, UrbanGold shareholders will receive 0.3004 of a Troilus common share for each UrbanGold share. Troilus currently owns 6.2 million shares of UrbanGold. In the event that the transaction 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 CAD 500,000. The executive officers of resulting company upon completion of the Amalgamation shall be as follows: Denis Arsenault - Chief Executive Officer and Justin Read – President. Following the completion of the transaction, the directors and officers of Troilus are expected to remain the current directors and officers of Troilus.

The transaction is subject to approval by at least two-thirds of the votes cast by all UrbanGold shareholders, receipt of regulatory approvals, Urban Shareholders shall not have exercised Dissent Rights, or have instituted proceedings to exercise Dissent Rights, in connection with the Amalgamation (other than Urban Shareholders representing not more than 10% of the Urban Shares then outstanding) and stock exchange approvals, as well as certain other closing conditions customary in transactions of this nature. 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 transaction. UrbanGold shareholders will hold a special meeting by the end of May 2021 to approve the transaction. As of April 20, 2021, UrbanGold shareholders will hold a special meeting on May 17, 2021 to approve the transaction. The board of directors of UrbanGold unanimously approved the transaction. The shareholders of UrbanGold Minerals Inc. approved the transaction on May 17, 2021. The board of directors of UrbanGold has formed a special committee to consider and evaluate the transaction. The transaction is expected to be completed on or about May 18, 2021. Cormark Securities Inc. is acting as financial advisor and André Boivin of Cassels Brock & Blackwell LLP is acting as legal counsel to Troilus. iA Capital Markets acted as financial advisor and provided the fairness opinion to special committee of UrbanGold in respect of the transaction and René Branchaud of Lavery, de Billy LLP is acting as legal counsel to UrbanGold. Computershare Investor Services Inc. is acting as transfer agent of UrbanGold. TSX Trust Company is acting as depositary connection with the transaction, the transfer agent and registrar for the Common Share of Troilus.