{"success":true,"data":{"pressRelease":{"id":"159237","rtpr_id":"nNFC7w065K-20261002","ticker":"TGII","exchange":"","all_tickers":["TGII"],"title":"Trojan Gold Announces Definitive Agreement for Amalgamation with Tashota Resources and Strike Copper","author":"Newsfile Corp","published_at":"2026-10-02T11:00:20.774Z","article_body":"Toronto, Ontario--(Newsfile Corp. - October 2, 2026) - Trojan Gold Inc. (CSE:\nTGII) (\"Trojan\" or the \"Company\") is pleased to announce that, further to its\npress releases dated March 2, 2026 and August 9, 2026, it has executed a\ndefinitive agreement dated October 1, 2026 (the \"Definitive Agreement\") with\nTashota Resources Inc. (\"Tashota\") and Strike Copper Corp. (\"Strike Copper\"),\npursuant to which Trojan will acquire all of the issued and outstanding common\nshares and convertible securities of Tashota and Strike Copper, by way of a\nthree-cornered amalgamation involving a newly-incorporated wholly-owned\nsubsidiary of Trojan (the \"Transaction\"). Following the Transaction, the\namalgamated company will be a wholly-owned subsidiary of the Company. The\nTransaction will constitute a \"Fundamental Change\" of the Company in\naccordance with the policies of the Canadian Securities Exchange (the \"CSE\").\n\nIn connection with the Transaction, it is anticipated that the Company will\nchange its name to \"Trilogy Gold Inc.\". The business and objectives of the\nCompany following the Transaction will continue to be the business and\nobjectives of the Company. However, the assets of the Company will also\ninclude the mineral property interests currently held by each of Tashota and\nStrike.\n\nAs part of the Transaction and pursuant to the terms of the Definitive\nAgreement, the Company will complete a consolidation of its issued and\noutstanding common shares (the \"Consolidation\") on the basis of approximately\none post-Consolidation common share for every five outstanding common shares\nin the capital of the Company. Following completion of the Consolidation and\nas part of the Transaction, each of the shareholders of Tashota will receive\none common share in the capital of the Company in exchange for each common\nshare held in the capital of Tashota, and each of the shareholders of Strike\nwill receive one common share in the capital of the Company for each common\nshare held in the capital of Strike.\n\nIn connection with the Transaction, the Company anticipates completing a\nbrokered private placement financing for aggregate gross proceeds of up to\n$7,000,000 (the \"Financing\"). The Financing is expected to involve the\nissuance of: (i) units at an issuance price of $0.20 per unit comprised of one\ncommon share in the capital of the Company and one half of one common share\npurchase warrant (each whole common share purchase warrant, a \"Warrant\"), with\neach Warrant exercisable for one common share in the capital of the Company at\na price of $0.30 for a period of two years, for gross proceeds of up to\n$3,000,000; and (ii) \"flow-through\" common shares issued at a price of $0.24\nper common share, for gross proceeds of up to $4,000,000.\n\nIt is anticipated that, upon closing of the Proposed Transaction, the board of\nTrojan will consist of four directors in total, being the four existing Trojan\ndirectors (Charles Elbourne, Rodney Barber, Jason Bagg and Sarah Morrison).\n\nMI 61-101\n\nThe Proposed Transaction may be considered a \"related party transaction\" for\nTrojan pursuant to Multilateral Instrument 61-101 Protection of Minority\nSecurity Holders in Special Transactions, as Charles Elbourne is a director of\neach of Trojan, Strike Copper and Tashota. The board of directors of each of\nTrojan, Strike Copper and Tashota have formed committees of independent\ndirectors to consider and evaluate the Proposed Transaction, and Trojan will\nbe seeking disinterested shareholder approval for the Proposed Transaction.\nThe Proposed Transaction is exempt from the formal valuation requirements.\n\nSteps to Completion of the Transaction\n\nThe Transaction is subject to a range of conditions including, but not limited\nto, the receipt of all required approvals, including the approval of the CSE,\nthe requisite approval by the shareholders of Trojan (on a disinterested\nbasis) at a special meeting of Trojan shareholders and shareholder approval of\nStrike Copper and Tashota. There can be no assurance that the Transaction will\nbe completed.\n\nAbout Trojan Gold Inc.\n\nTrojan is an active Ontario-based prospect generator junior exploration\ncompany, led by a team of professionals having exploration, engineering,\nproject financing and permitting experience. Trojan has accumulated land\npositions in the Hemlo Gold Camp and Shebandowan Greenstone Belt which in\nmanagement's view represent mineral exploration potential. For further\ninformation on the Company, please visit www.trojangold.com. Trojan is listed\non the Canadian Securities Exchange under the symbol (CSE: TGII), on the OTC\nPink Market under the ticker symbol TRJGF and on the Frankfurt Exchange under\nthe symbol KC1.\n\nAbout Tashota\n\nTashota Resources Inc. is a Prospect Generator junior resource exploration\ncompany currently focused on defining and monetizing the mineral deposits on\nits multiple properties in historically prolific gold camps in Northern\nOntario. Tashota has a management and advisory team with significant\nexploration, engineering, project financing and permitting experience. This\nincludes decades-long experience in prospecting and mining operations in the\nHemlo, Shebandowan, and Beardmore-Geraldton Gold Camps where Tashota has\nsignificant property interests comprising nearly 65,000 acres.\n\nAbout Strike Copper\n\nStrike Copper Corp. is a junior resource exploration company currently focused\non defining and monetizing the resource potential of its Sungold property in\nthe historic Shebandowan Greenstone Belt just 85 km west of Thunder Bay in\nNorthwestern Ontario.\n\nFor further information, please contact: \n\nFor further information, please contact:\nJason Bagg, Chief Executive Officer and Director\nTrojan Gold Inc.\n82 Richmond St. East, Suite 401 Toronto, Ontario M5C 1P1\nTelephone: 416-737-4264\nEmail: jbagg@trilogygold.com\nWebsite: www.trojangold.com\n\nForward-looking Statements\n\nThis press release contains forward-looking statements. Forward-looking\nstatements involve known and unknown risks, uncertainties and assumptions and\naccordingly, actual results and future events could differ materially from\nthose expressed or implied in such statements. You are hence cautioned not to\nplace undue reliance on forward-looking statements. All statements other than\nstatements of present or historical fact are forward-looking statements,\nincluding statements with respect to the Transaction, the Consolidation and\nthe Financing being consummated on the terms described herein or at all, the\nbenefits of the Transaction to Trojan, Strike Copper and Tashota and the\nreceipt of all required approvals including without limitation the\nshareholders of Trojan and applicable stock exchanges. Forward-looking\nstatements include words or expressions such as \"proposed\", \"will\", \"subject\nto\", \"near future\", \"in the event\", \"would\", \"expect\", \"prepared to\" and other\nsimilar words or expressions. Factors that could cause future results or\nevents to differ materially from current expectations expressed or implied by\nthe forward-looking statements include general business, economic,\ncompetitive, political and social uncertainties; the state of capital markets;\nrisks relating to (i) the ability of the parties to satisfy the conditions\nprecedent to the completion of the Transaction; (ii) the impact on the\nrespective businesses, operations and financial condition of Trojan, Strike\nCopper and Tashota resulting from the announcement of the Transaction and/or\nthe failure to complete the Transaction on terms described or at all; (iii)\nthere being insufficient investor interest to complete the Financing on the\nterms as currently contemplated, or at all; (iv) delay or failure to receive\nboard, shareholder regulatory or court approvals, where applicable, or any\nother conditions precedent to the completion of the Transaction; (v)\nunforeseen challenges in integrating the businesses of Trojan, Strike Copper\nand Tashota; (vi) failure to realize the anticipated benefits of the\nTransaction; (vii) other unforeseen events, developments, or factors causing\nany of the aforesaid expectations, assumptions, and other factors ultimately\nbeing inaccurate or irrelevant; and (viii) other risks described in Trojan's\ndocuments filed with Canadian securities regulatory authorities. You can find\nfurther information with respect to these and other risks in filings made with\nthe Canadian securities regulatory authorities and available at\nwww.sedarplus.ca. We disclaim any obligation to update or revise these\nforward-looking statements, except as required by applicable law.\n\nNeither the CSE nor its Regulation Services Provider (as that term is defined\nin the policies of the CSE) accepts responsibility for the adequacy or\naccuracy of this press release.\n\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/317034","article_body_html":"","raw_payload":{"data":{"id":"nNFC7w065K-20261002","title":"Trojan Gold Announces Definitive Agreement for Amalgamation with Tashota Resources and Strike Copper","author":"Newsfile Corp","ticker":"TGII","created":"2026-10-02T11:00:20.774Z","tickers":["TGII"],"exchange":"","article_body":"Toronto, Ontario--(Newsfile Corp. - October 2, 2026) - Trojan Gold Inc. (CSE:\nTGII) (\"Trojan\" or the \"Company\") is pleased to announce that, further to its\npress releases dated March 2, 2026 and August 9, 2026, it has executed a\ndefinitive agreement dated October 1, 2026 (the \"Definitive Agreement\") with\nTashota Resources Inc. (\"Tashota\") and Strike Copper Corp. (\"Strike Copper\"),\npursuant to which Trojan will acquire all of the issued and outstanding common\nshares and convertible securities of Tashota and Strike Copper, by way of a\nthree-cornered amalgamation involving a newly-incorporated wholly-owned\nsubsidiary of Trojan (the \"Transaction\"). Following the Transaction, the\namalgamated company will be a wholly-owned subsidiary of the Company. The\nTransaction will constitute a \"Fundamental Change\" of the Company in\naccordance with the policies of the Canadian Securities Exchange (the \"CSE\").\n\nIn connection with the Transaction, it is anticipated that the Company will\nchange its name to \"Trilogy Gold Inc.\". The business and objectives of the\nCompany following the Transaction will continue to be the business and\nobjectives of the Company. However, the assets of the Company will also\ninclude the mineral property interests currently held by each of Tashota and\nStrike.\n\nAs part of the Transaction and pursuant to the terms of the Definitive\nAgreement, the Company will complete a consolidation of its issued and\noutstanding common shares (the \"Consolidation\") on the basis of approximately\none post-Consolidation common share for every five outstanding common shares\nin the capital of the Company. Following completion of the Consolidation and\nas part of the Transaction, each of the shareholders of Tashota will receive\none common share in the capital of the Company in exchange for each common\nshare held in the capital of Tashota, and each of the shareholders of Strike\nwill receive one common share in the capital of the Company for each common\nshare held in the capital of Strike.\n\nIn connection with the Transaction, the Company anticipates completing a\nbrokered private placement financing for aggregate gross proceeds of up to\n$7,000,000 (the \"Financing\"). The Financing is expected to involve the\nissuance of: (i) units at an issuance price of $0.20 per unit comprised of one\ncommon share in the capital of the Company and one half of one common share\npurchase warrant (each whole common share purchase warrant, a \"Warrant\"), with\neach Warrant exercisable for one common share in the capital of the Company at\na price of $0.30 for a period of two years, for gross proceeds of up to\n$3,000,000; and (ii) \"flow-through\" common shares issued at a price of $0.24\nper common share, for gross proceeds of up to $4,000,000.\n\nIt is anticipated that, upon closing of the Proposed Transaction, the board of\nTrojan will consist of four directors in total, being the four existing Trojan\ndirectors (Charles Elbourne, Rodney Barber, Jason Bagg and Sarah Morrison).\n\nMI 61-101\n\nThe Proposed Transaction may be considered a \"related party transaction\" for\nTrojan pursuant to Multilateral Instrument 61-101 Protection of Minority\nSecurity Holders in Special Transactions, as Charles Elbourne is a director of\neach of Trojan, Strike Copper and Tashota. The board of directors of each of\nTrojan, Strike Copper and Tashota have formed committees of independent\ndirectors to consider and evaluate the Proposed Transaction, and Trojan will\nbe seeking disinterested shareholder approval for the Proposed Transaction.\nThe Proposed Transaction is exempt from the formal valuation requirements.\n\nSteps to Completion of the Transaction\n\nThe Transaction is subject to a range of conditions including, but not limited\nto, the receipt of all required approvals, including the approval of the CSE,\nthe requisite approval by the shareholders of Trojan (on a disinterested\nbasis) at a special meeting of Trojan shareholders and shareholder approval of\nStrike Copper and Tashota. There can be no assurance that the Transaction will\nbe completed.\n\nAbout Trojan Gold Inc.\n\nTrojan is an active Ontario-based prospect generator junior exploration\ncompany, led by a team of professionals having exploration, engineering,\nproject financing and permitting experience. Trojan has accumulated land\npositions in the Hemlo Gold Camp and Shebandowan Greenstone Belt which in\nmanagement's view represent mineral exploration potential. For further\ninformation on the Company, please visit www.trojangold.com. Trojan is listed\non the Canadian Securities Exchange under the symbol (CSE: TGII), on the OTC\nPink Market under the ticker symbol TRJGF and on the Frankfurt Exchange under\nthe symbol KC1.\n\nAbout Tashota\n\nTashota Resources Inc. is a Prospect Generator junior resource exploration\ncompany currently focused on defining and monetizing the mineral deposits on\nits multiple properties in historically prolific gold camps in Northern\nOntario. Tashota has a management and advisory team with significant\nexploration, engineering, project financing and permitting experience. This\nincludes decades-long experience in prospecting and mining operations in the\nHemlo, Shebandowan, and Beardmore-Geraldton Gold Camps where Tashota has\nsignificant property interests comprising nearly 65,000 acres.\n\nAbout Strike Copper\n\nStrike Copper Corp. is a junior resource exploration company currently focused\non defining and monetizing the resource potential of its Sungold property in\nthe historic Shebandowan Greenstone Belt just 85 km west of Thunder Bay in\nNorthwestern Ontario.\n\nFor further information, please contact: \n\nFor further information, please contact:\nJason Bagg, Chief Executive Officer and Director\nTrojan Gold Inc.\n82 Richmond St. East, Suite 401 Toronto, Ontario M5C 1P1\nTelephone: 416-737-4264\nEmail: jbagg@trilogygold.com\nWebsite: www.trojangold.com\n\nForward-looking Statements\n\nThis press release contains forward-looking statements. Forward-looking\nstatements involve known and unknown risks, uncertainties and assumptions and\naccordingly, actual results and future events could differ materially from\nthose expressed or implied in such statements. You are hence cautioned not to\nplace undue reliance on forward-looking statements. All statements other than\nstatements of present or historical fact are forward-looking statements,\nincluding statements with respect to the Transaction, the Consolidation and\nthe Financing being consummated on the terms described herein or at all, the\nbenefits of the Transaction to Trojan, Strike Copper and Tashota and the\nreceipt of all required approvals including without limitation the\nshareholders of Trojan and applicable stock exchanges. Forward-looking\nstatements include words or expressions such as \"proposed\", \"will\", \"subject\nto\", \"near future\", \"in the event\", \"would\", \"expect\", \"prepared to\" and other\nsimilar words or expressions. Factors that could cause future results or\nevents to differ materially from current expectations expressed or implied by\nthe forward-looking statements include general business, economic,\ncompetitive, political and social uncertainties; the state of capital markets;\nrisks relating to (i) the ability of the parties to satisfy the conditions\nprecedent to the completion of the Transaction; (ii) the impact on the\nrespective businesses, operations and financial condition of Trojan, Strike\nCopper and Tashota resulting from the announcement of the Transaction and/or\nthe failure to complete the Transaction on terms described or at all; (iii)\nthere being insufficient investor interest to complete the Financing on the\nterms as currently contemplated, or at all; (iv) delay or failure to receive\nboard, shareholder regulatory or court approvals, where applicable, or any\nother conditions precedent to the completion of the Transaction; (v)\nunforeseen challenges in integrating the businesses of Trojan, Strike Copper\nand Tashota; (vi) failure to realize the anticipated benefits of the\nTransaction; (vii) other unforeseen events, developments, or factors causing\nany of the aforesaid expectations, assumptions, and other factors ultimately\nbeing inaccurate or irrelevant; and (viii) other risks described in Trojan's\ndocuments filed with Canadian securities regulatory authorities. You can find\nfurther information with respect to these and other risks in filings made with\nthe Canadian securities regulatory authorities and available at\nwww.sedarplus.ca. We disclaim any obligation to update or revise these\nforward-looking statements, except as required by applicable law.\n\nNeither the CSE nor its Regulation Services Provider (as that term is defined\nin the policies of the CSE) accepts responsibility for the adequacy or\naccuracy of this press release.\n\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/317034"},"type":"article","timestamp":"2026-10-02T11:00:20.813747798Z","server_sent_at_ms":1790938820813},"received_at":"2026-10-02T11:00:20.864Z","source_url":"https://www.newsfilecorp.com/release/317034"},"analysis":{"id":"147847","press_release_id":"159237","analysis_json":{"industry":{"label":"Metals & Mining","sector":"Materials"},"redFlags":["1-for-5 share consolidation (reverse split) as part of the transaction","related-party transaction under MI 61-101 — Charles Elbourne is a director of all three companies","financing and transaction subject to multiple approvals with no assurance of completion","formal valuation requirement exempted","no deal value disclosed"],"eventType":"m_and_a","narrative":"Trojan Gold executed a definitive agreement dated October 1, 2026 to acquire all shares and convertible securities of Tashota Resources and Strike Copper via a three-cornered amalgamation, which the CSE treats as a Fundamental Change.\n\nAlongside the deal, Trojan will consolidate shares on a 1-for-5 basis, rename itself Trilogy Gold Inc., and complete a brokered private placement of up to $7 million ($0.20 units and $0.24 flow-through shares).\n\nThe transaction may be a related-party transaction since Charles Elbourne sits on all three boards; disinterested shareholder approval will be sought and formal valuation is exempted.\n\nCompletion remains subject to CSE, Trojan (disinterested) and target shareholder approvals, with no assurance the deal closes.","sentiment":"neutral","agentHooks":{"shouldPost":true,"suggestedAngle":"Micro-cap junior explorer rolls up two related-party targets with a 1-for-5 consolidation and $7M financing — watch shareholder vote risk."},"keyFigures":{"dealValueUsd":0,"sharesOffered":0,"customDimensions":{"units_price":0.2,"warrant_term":"two years","tashota_acreage":"nearly 65,000 acres","flow_through_price":0.24,"consolidation_ratio":"1 post-consolidation share for every 5 outstanding shares","resulting_board_size":4,"units_gross_proceeds":"up to $3,000,000","warrant_exercise_price":0.3,"financing_gross_proceeds":"up to $7,000,000","flow_through_gross_proceeds":"up to $4,000,000"}},"quotedText":"There can be no assurance that the Transaction will be completed.","namedEntities":{"people":[{"name":"Charles Elbourne","role":"Director of Trojan, Strike Copper and Tashota"},{"name":"Rodney Barber","role":"Director"},{"name":"Jason Bagg","role":"CEO and Director"},{"name":"Sarah Morrison","role":"Director"}],"products":["Sungold property"],"companies":[{"name":"Trojan Gold Inc.","ticker":"TGII","relationship":"acquirer / filer"},{"name":"Tashota Resources Inc.","relationship":"target"},{"name":"Strike Copper Corp.","relationship":"target"}],"dollarAmounts":[{"amount":"$7,000,000","context":"aggregate gross proceeds of brokered private placement"},{"amount":"$3,000,000","context":"gross proceeds from $0.20 units"},{"amount":"$4,000,000","context":"gross proceeds from $0.24 flow-through shares"},{"amount":"$0.30","context":"warrant exercise price"}]},"materialImpact":{"score":3,"reasoning":"Micro-cap junior explorer signed a definitive agreement to acquire Tashota Resources and Strike Copper via three-cornered amalgamation, paired with a 1-for-5 share consolidation and a $7M brokered private placement. Transaction is a CSE 'Fundamental Change' but completion is uncertain and the filer is a micro-cap."},"tickerRelevance":{"others":[],"primary":"TGII"},"globalImportance":18,"audienceRelevance":8,"eventTypeSecondary":["dilution"],"importanceComponents":{"tickerTier":"micro-cap","eventGravity":"M&A definitive agreement plus consolidation and financing","exchangeTier":"CSE small-cap","relatedPartyRisk":true}},"event_type":"m_and_a","event_type_secondary":["dilution"],"sentiment":"neutral","material_impact_score":3,"narrative":"Trojan Gold executed a definitive agreement dated October 1, 2026 to acquire all shares and convertible securities of Tashota Resources and Strike Copper via a three-cornered amalgamation, which the CSE treats as a Fundamental Change.\n\nAlongside the deal, Trojan will consolidate shares on a 1-for-5 basis, rename itself Trilogy Gold Inc., and complete a brokered private placement of up to $7 million ($0.20 units and $0.24 flow-through shares).\n\nThe transaction may be a related-party transaction since Charles Elbourne sits on all three boards; disinterested shareholder approval will be sought and formal valuation is exempted.\n\nCompletion remains subject to CSE, Trojan (disinterested) and target shareholder approvals, with no assurance the deal closes.","key_figures":{"dealValueUsd":0,"sharesOffered":0,"customDimensions":{"units_price":0.2,"warrant_term":"two years","tashota_acreage":"nearly 65,000 acres","flow_through_price":0.24,"consolidation_ratio":"1 post-consolidation share for every 5 outstanding shares","resulting_board_size":4,"units_gross_proceeds":"up to $3,000,000","warrant_exercise_price":0.3,"financing_gross_proceeds":"up to $7,000,000","flow_through_gross_proceeds":"up to $4,000,000"}},"named_entities":{"people":[{"name":"Charles Elbourne","role":"Director of Trojan, Strike Copper and Tashota"},{"name":"Rodney Barber","role":"Director"},{"name":"Jason Bagg","role":"CEO and Director"},{"name":"Sarah Morrison","role":"Director"}],"products":["Sungold property"],"companies":[{"name":"Trojan Gold Inc.","ticker":"TGII","relationship":"acquirer / filer"},{"name":"Tashota Resources Inc.","relationship":"target"},{"name":"Strike Copper Corp.","relationship":"target"}],"dollarAmounts":[{"amount":"$7,000,000","context":"aggregate gross proceeds of brokered private placement"},{"amount":"$3,000,000","context":"gross proceeds from $0.20 units"},{"amount":"$4,000,000","context":"gross proceeds from $0.24 flow-through shares"},{"amount":"$0.30","context":"warrant exercise price"}]},"model_name":"glm-5.3-flashx","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-10-02T11:00:28.960Z","global_importance":18,"audience_relevance":8,"importance_components":{"tickerTier":"micro-cap","eventGravity":"M&A definitive agreement plus consolidation and financing","exchangeTier":"CSE small-cap","relatedPartyRisk":true}},"durationMs":8084,"modelName":"glm-5.3-flashx"}}