01:27:27 EST Wed 04 Mar 2026
Enter Symbol
or Name
USA
CA



Trojan Gold Inc
Symbol TGII
Shares Issued 47,653,884
Close 2026-03-03 C$ 0.04
Market Cap C$ 1,906,155
Recent Sedar+ Documents

Trojan Gold signs LOI to acquire Tashota, Strike Copper

2026-03-03 16:51 ET - News Release

Mr. Charles Elbourne reports

TROJAN, TASHOTA AND STRIKE COPPER ANNOUNCE LETTER OF INTENT FOR BUSINESS COMBINATION OF TASHOTA AND STRIKE COPPER BY TROJAN

Trojan Gold Inc., Tashota Resources Inc. and Strike Copper Corp. have entered into a non-binding letter of intent dated March 1, 2026, setting out the principal terms of a proposed business combination, pursuant to which Trojan would acquire all of the issued and outstanding common shares and convertible securities of Tashota and Strike Copper.

Pursuant to the LOI, Trojan will complete a consolidation of its issued and outstanding common shares on the basis of one postconsolidation share for 12 preconsolidation shares. Following completion of the consolidation, each issued and outstanding common share of Tashota will be exchanged for 0.5 postconsolidation common share of Trojan and each issued and outstanding common share of Strike Copper will be exchanged for 0.5 postconsolidation common share of Trojan.

The proposed transaction is expected to be completed by way of a three-cornered amalgamation involving a newly incorporated wholly owned subsidiary of Trojan, pursuant to which Tashota and Strike Copper would each become wholly owned subsidiaries of Trojan. Based on the current capital structures of the parties and assuming completion of the concurrent financing described below, Trojan expects to issue approximately 57,502,051 common shares to Tashota shareholders, representing approximately 68.92 per cent of the resulting issuer (71.9 per cent on a fully diluted basis), and approximately 11,874,884 common shares to Strike Copper shareholders, representing approximately 14.23 per cent of the resulting issuer (13.7 per cent on a fully diluted basis).

Trojan anticipates completing a concurrent financing of approximately 10 million postconsolidation common shares, the terms of which will be determined and announced in a subsequent news release.

Strategic rationale

The proposed transaction is intended to consolidate the mineral exploration assets of the three companies under a single publicly listed entity, streamline administrative and corporate overhead, and provide Tashota and Strike Copper shareholders with enhanced liquidity through ownership of shares of a Canadian Securities Exchange-listed issuer.

The combined company will focus on advancing its portfolio of mineral properties and pursuing capital markets opportunities with a disciplined approach to financial management and to provide long-term shareholder value creation. Charles Elbourne, chief executive officer of Trojan, stated: "This proposed transaction represents a deliberate step toward building a more unified and strategically positioned company. By consolidating these businesses under Trojan, we aim to simplify the corporate structure, strengthen the balance sheet and create a clearer platform for growth. We believe a single public vehicle will enhance transparency, improve market visibility and better position the company to pursue future opportunities while maintaining a strong focus on governance and shareholder value."

It is anticipated that, upon closing, the board of Trojan will consist of the five directors in total, being the four existing Trojan directors (Mr. Elbourne, Rodney Barber, Jason Bagg and Sarah Morrison) and Ari Chaney, who will join the board.

Mr. Chaney

Mr. Chaney holds an MBA with high honours from the University of Chicago and a bachelor of science in electrical engineering from Worcester Polytechnic Institute. He is an experienced entrepreneur and executive, having founded and led multiple life sciences companies through venture financings and strategic transactions. Mr. Chaney previously served as executive director for technology translation at Stanford University's biodesign program and has held senior leadership roles with Florida Power & Light and General Electric. He has served on the boards of several public and private companies.

Multilateral Instrument 61-101

The proposed transaction would be considered a business combination for Trojan pursuant to MI 61-101, Protection of Minority Security Holders in Special Transactions, as Mr. Elbourne is a director of each of Trojan, Strike Copper and Tashota. The boards of directors of each of Trojan, Strike Copper and Tashota have formed committees of independent directors to consider and evaluate the proposed transaction, and Trojan will be seeking disinterested shareholder approval for the proposed transaction. The proposed transaction is exempt from the formal valuation requirements.

LOI conditions and steps to definitive agreement

The proposed transaction is subject to a range of conditions, including, but not limited to, Trojan, Strike Copper and Tashota entering into one or more binding definitive agreements containing customary terms and conditions, including representations and warranties customary in a transaction of this nature. In the event that the definitive agreement is entered into between the parties, and subject to the final transaction structure, the closing of the proposed transaction will be subject to additional conditions, including, but not limited to, the receipt of all required approvals, including the approval of the CSE, the requisite approval by the shareholders of Trojan (on a disinterested basis) at a special meeting of Trojan shareholders, shareholder approval of Strike Copper and Tashota, and the approval of the board of directors of each of Trojan, Strike Copper and Tashota.

Trojan, Strike Copper and Tashota are committed to consummating the proposed transaction and expect to issue press releases containing further information about the proposed transaction in the near future. However, there is no obligation on the part of either Trojan or Tashota to consummate the proposed transaction or to enter into a definitive agreement.

There can be no assurances that the proposed transaction will result, or as to the final definitive terms thereof.

About Trojan Gold Inc.

Trojan is an active Ontario-based prospect generator junior exploration company, led by a team of professionals having exploration, engineering, project financing and permitting experience. Trojan has accumulated land positions in the Hemlo gold camp and the Shebandowan greenstone belt, which, in management's view, represent mineral exploration potential. Trojan is listed on the CSE under the symbol TGII, on the OTC Pink Market under the ticker symbol TRJGF and on the Frankfurt Stock Exchange under the symbol KC1.

About Tashota Resources Inc.

Tashota is a prospect generator junior resource exploration company currently focused on defining and monetizing the mineral deposits on its multiple properties in historically prolific gold camps in Northern Ontario. Tashota has a stellar management and advisory team with significant exploration, engineering, project financing and permitting experience. This includes decades-long experience in prospecting and mining operations in the Hemlo, Shebandowan and Beardmore-Geraldton gold camps, where Tashota has significant property interests comprising nearly 65,000 acres.

About Strike Copper Corp.

Strike Copper is a junior resource exploration company currently focused on defining and monetizing the resource potential of its Sungold property in the historic Shebandowan greenstone belt, just 85 kilometres west of Thunder Bay in Northwestern Ontario.

We seek Safe Harbor.

© 2026 Canjex Publishing Ltd. All rights reserved.