Trojan Gold (CSE: TGII) has signed a definitive agreement to acquire Tashota Resources and Strike Copper, combining three Ontario-focused junior explorers into a single company that will be renamed Trilogy Gold.
The agreement, dated October 1, will be carried out through a three-cornered amalgamation with a newly formed Trojan subsidiary. The amalgamated company will become a wholly owned subsidiary of Trojan, and the deal qualifies as a fundamental change under Canadian Securities Exchange policies.
Trojan will first consolidate its shares on roughly a one-for-five basis. Tashota and Strike Copper shareholders will then each receive one post-consolidation Trojan share for every share they hold. The company did not disclose the pro forma ownership split.
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A brokered private placement of up to $7 million is planned alongside the deal. It includes up to $3 million in units priced at $0.20, each with one share and half a warrant exercisable at $0.30 for two years, plus up to $4 million in flow-through shares at $0.24.
While Tashota doesn’t outline a strategic rationale, the overlap between the three portfolios is clear. Trojan, a prospect generator, already holds ground in the Hemlo gold camp and the Shebandowan greenstone belt. Tashota brings nearly 65,000 acres across the Hemlo, Shebandowan and Beardmore-Geraldton camps.
Strike Copper’s main asset is the Sungold property, also in the Shebandowan belt, about 85 km west of Thunder Bay.
The companies share more than geography. Charles Elbourne sits on the board of all three, making the deal a related party transaction. Each company has formed a committee of independent directors to evaluate it, and Trojan will seek approval from disinterested shareholders. The transaction is exempt from formal valuation requirements.
Elbourne stepped down as Trojan’s president and CEO in August, handing the role to director Jason Bagg. He remains a director, and the board will stay at four members after closing, with Elbourne, Bagg, Rodney Barber and Sarah Morrison.
No closing timeline was given. Completion depends on CSE approval, a vote at a special meeting of Trojan shareholders, and approval from Tashota and Strike Copper shareholders.
The definitive agreement follows a non-binding letter of intent signed in March.
Trojan Gold last traded at $0.04 on the CSE.
