TROY MINERALS SIGNS DEFINITIVE AGREEMENT WITH CBGB VENTURES CORP.

Mining
Wednesday, July 3rd, 2024 2:06 pm EDT

Further to its news release dated June 10, 2024, it has signed a definitive agreement with CBGB Ventures Corp. (“CBGB”) to acquire 100% of the issued and outstanding shares of CBGB in consideration for 3,244,151 Troy common shares and 9,732,454 special warrants of the Company.

CBGB holds the Table Mountain Silica Project in British Columbia, and together with Troy, will have the right to acquire up to an 80% equity interest in Grand Samsara Development LLC which holds the Tsagaan Zalaa Silica Project in Mongolia.

The Special Warrants will convert into common shares of the Company as follows:

• 3,244,151 Special Warrants will convert into Troy common shares on the date on which the Company will receive a 23.8% equity interest in Grand Samsara Development LLC.;
• 1,601,328 Special Warrants will convert into Troy common shares on that date which is 30 days following the earlier of the date of Table Mountain Project attaining a mineral resource of 5,000,000 tonnes as supported by a technical report prepared for the Company pursuant to National Instrument 43-101 and upon commencing commercial production;
• 1,601,327 Special Warrants will convert into Troy common shares on that date which is 30 days following the date the Table Mountain Project commencing commercial production; and
• 3,285,648 Special Warrants will convert into Troy common shares on that date which is 30 days following the date the Tsagaan Zalaa Project commencing commercial production.

The 3,244,151common shares issuable on closing and a further 3,244,151 common shares issuable on conversion of special warrants in connection with the acquisition of an interest in Grand Samsara will be subject to various resale restrictions ranging from six months to three years from the closing date.

The closing of the Transaction is subject to completion of due diligence, and CBGB shareholder approval.

We seek Safe Harbor.