Definitive Agreement Sealed Between Troy Minerals and CBGB Ventures Corp

Troy Minerals Inc. is pleased to announce that subsequent to its press release on June 10, 2024, it has finalized a definitive agreement with CBGB Ventures Corp. (“CBGB”) to acquire all outstanding shares of CBGB. The transaction involves the issuance of 3,244,151 common shares of Troy and 9,732,454 special warrants of the Company as consideration.

CBGB owns the Table Mountain Silica Project in British Columbia. Through the partnership with Troy, they will collectively possess the option to acquire up to an 80% equity stake in Grand Samsara Development LLC, the holder of the Tsagaan Zalaa Silica Project in Mongolia.

The Special Warrants will convert into common shares of Troy Minerals Inc. under the following conditions:

• 3,244,151 Special Warrants will convert into Troy common shares when the Company obtains a 23.8% equity interest in Grand Samsara Development LLC.

• 1,601,328 Special Warrants will convert into Troy common shares within 30 days after the earlier of the Table Mountain Project achieving a mineral resource of 5,000,000 tonnes supported by a technical report under National Instrument 43-101, or commencing commercial production.

• 1,601,327 Special Warrants will convert into Troy common shares within 30 days after the Table Mountain Project commences commercial production.

• 3,285,648 Special Warrants will convert into Troy common shares within 30 days after the Tsagaan Zalaa Project commences commercial production.

The 3,244,151 common shares issued upon closing, and an additional 3,244,151 common shares issued upon conversion of special warrants related to the acquisition of an interest in Grand Samsara, will be subject to different resale restrictions, lasting from six months to three years from the closing date. The completion of the transaction is contingent upon conducting due diligence and obtaining approval from CBGB shareholders.

Troy Minerals (CSE: TROY) is engaged in the exploration and development of mineral properties, with a current emphasis on its flagship Lake Owen project (formerly SW2). This project is strategically located approximately 50km southwest of Laramie, Wyoming, USA, and is known for its substantial potential in vanadium, titanium, and iron ore. The property comprises 91 mineral claims within a Proterozoic Layered Mafic Intrusive host, featuring magnetite-rich cumulates and associated sulfide horizons containing V/Ti and Pt/Pd/Au/Rh mineralization. The project targets a resource potential exceeding one billion tonnes.

The company also holds the Lac Jaques project, a high-grade rare earth element (REE) property with convenient access to infrastructure, situated about 250km north of Montreal, Quebec, Canada. The project encompasses 17 claims covering a total area of 994 hectares. It features high-grade REE mineralization at the surface within a structurally controlled, steeply dipping carbonatite dike, which can reach up to 25 meters in thickness and extends for several kilometers.