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Troy Minerals Completes Acquisition of CBGB Ventures Corp.

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VANCOUVER, BC - (NewMediaWire) - September 3, 2024 - Troy Minerals Inc. ("Troy" or the "Company") (CSE: TROY; OTCQB: TROYF; FSE: VJ3) is pleased to announce that further to its news releases dated June 10, 2024 and July 3, 2024, it has completed the acquisition of 100% of the issued and outstanding shares of CBGB Ventures Corp. ("CBGB") in consideration for 3,244,151 Troy common shares and 9,732,454 special warrants of the Company. All shares, including shares issuable on conversion of special warrants, are subject to voluntary hold and escrow provisions with an initial 25% release at six months from the closing date, and the remaining 75% released upon achieving certain milestones including commercial production.

The transaction provides Troy with a 100% interest in the Table Mountain silica project in British Columbia, and the right to acquire up to an 80% interest in the Tsagaan Zalaa silica project in Mongolia.

"Through this transaction, we have acquired two highly prospective, high purity silica assets, further diversifying and strengthening our critical mineral asset portfolio, and now expect to go on an aggressive campaign of exploration and development across both properties," said Rana Vig, President & CEO of Troy Minerals. "The shorter timeframes for permitting of silica projects provides Troy the opportunity to develop these projects on a much shorter timeline than traditional mining projects, and provides the opportunity to position Troy as an emerging leader in the critical minerals market. With the near-term prospect of production and the objective to become a cash-flowing mining company sets up Troy Minerals for the ability to self-fund exploration activities using non-dilutive capital for future growth," he added.

Silica, a vital component in everyday products including microchips and emerging green technologies, particularly solar photovoltaics (PV), continues to grow in demand and has become of particular concern to European and North American governments as world tensions rise and China, currently the leader in the production of silicon, continues to exert its influence world-wide leading to concerns of potential restriction of supplies.

The special warrants will convert into common shares as follows: 3,244,151 special warrants will convert to shares upon Troy completing the acquisition of its initial 23.8% interest in company that holds the Tsagaan Zalaa project. A further 6,488,305 special warrants will convert in installments upon achieving milestones as follows: (i) obtaining a 5 million tonne resource at the Table Mountain Project (ii) upon commencement of commercial production at the Table Mountain Project, and (iii) upon commencement of commercial production at the Tsagaan Zalaa Project. In addition, all shares, including shares issuable on conversion of the special warrants, will be subject to escrow release over either 12 months or 42 months.