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Canadian Prospectus

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Canadian Prospectus No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities offered hereunder have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’), or any U.S. state securities laws. Accordingly, except as permitted by the Agency Agreement and pursuant to exemptions from the registration requirements of the U.S. Securities Act and U.S. state securities laws, these securities may not be offered or sold within the United States. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States. See ‘‘Plan of Distribution’’. PROSPECTUS Initial Public Offering January 30, 2008 19NOV200714034669 ABN 33 006 243 750 C$22,001,200 8,462,000 Shares This prospectus qualifies the distribution (the ‘‘Offering’’) by Troy Resources NL (‘‘Troy’’ or the ‘‘Company’’) of an aggregate of 8,462,000 fully paid ordinary shares in the capital of Troy (the ‘‘Shares’’) to be issued and sold at a price of C$2.60 per Share (the ‘‘Offering Price’’) pursuant to the terms of an agency agreement dated as of January 30, 2008 (the ‘‘Agency Agreement’’) among Scotia Capital Inc., Macquarie Capital Markets Canada Ltd., National Bank Financial Inc. and RBC Dominion Securities Inc. (collectively, the ‘‘Agents’’) and the Company. The outstanding ordinary shares of Troy are listed on the Australian Securities Exchange (the ‘‘ASX’’) under the symbol ‘‘TRY’’. On January 23, 2008 the Toronto Stock Exchange (the ‘‘TSX’’) approved the ordinary shares of Troy for listing on the TSX commencing on January 25, 2008. On January 30, 2008 (the last trading day on the ASX prior to the date hereof), the closing price of Troy’s outstanding ordinary shares on the ASX was A$3.30 (C$2.93). The TSX has also conditionally approved the listing of the Shares on the TSX. Listing of the Shares is conditional upon Troy fulfilling all of the listing requirements and conditions of the TSX on or before April 9, 2008. Price: C$2.60 per Share Price to Net Proceeds to the Public(1) Agents’ Fee(2) Troy(3) Per Share ........................................... C$2.60 C$0.14 C$2.46 Total Offering(4)(5) ..................................... C$22,001,200 C$1,210,066 C$20,791,134 Notes: (1) The Offering Price was determined by negotiation between Troy and Scotia Capital Inc., on behalf of the Agents. (2) Pursuant to the terms and conditions of the Agency Agreement, Troy has agreed to pay the Agents a cash fee (the ‘‘Agents’ Fee’’) equal to 5.5% of the gross proceeds of the Offering. (3) After deducting the Agents’ Fee and before deducting expenses of the Offering, which are estimated to be C$1,500,000, which Troy will pay from the proceeds of the Offering. (4) Troy has granted the Agents an option (the ‘‘Over-Allotment Option’’), exercisable, in whole or in part, in the sole discretion of the Agents, until the date that is 30 days following the closing of the Offering, under which the Agents may offer for sale up to that number of additional Shares as is equal to 15% of the Shares sold in the Offering at the Offering Price, to cover over-allotments, if any, and for market stabilization purposes. This prospectus qualifies the distribution of the Over-Allotment Option and the distribution of the Shares to be issued upon exercise of the Over-Allotment Option. See ‘‘Plan of Distribution’’. (5) If the Over-Allotment Option is exercised in full, the total Price to the Public, Agents’ Fee and Net Proceeds to Troy will be C$25,301,380, C$1,391,576 and C$23,909,804, respectively. (continued on next page) TROY cvrsENG saddle :1st-flap saddleStitch 2008/01/30 21:04 Page 1 Troy Resources is a profitable low-cost gold producer that has delivered excellent returns to shareholders over the last 10 years. • Low-cost gold Produced over 410,000 ounces of gold at an average cash cost of US$201/oz production over the past four years The Andorinhas gold project in Brazil is expected to commence production in early 2008 with life-of-mine cash costs averaging less than US$270/oz • History of positive Compound annual growth of 61% in net income from continuing operations financial returns and 57% in earnings per share since 2005 Increased cash dividends in each of the past eight years to A$0.07/share in 2007 • Focused on growth The Andorinhas gold project is expected to produce approximately 50,000 ounces annually over an initial five-year reserve life with excellent exploration potential to extend the mine’s life Strategic equity investments in Comaplex Minerals (TSX:CMF), Birim Goldfields (TSX:BGI), and Adelaide Resources (ASX:ADN) provide attractive growth options Scoping study to be undertaken to determine the economic viability of mining colluvial iron ore on the Andorinhas leases Complete gold processing plant in storage and available for a new project, or for sale for the benefit of Troy shareholders Exposure to other commodities through free carry joint ventures: Nickel – Western Areas NL (Western Australia); Coal – Rio Tinto (Mongolia); and Base Metals – Troy’s wholly owned Daly River project (Northern Territory) • Strong balance sheet Approximately C$59 million represented by cash and investments (as at January 29, 2008) No debt or hedging TROY cvrsENG saddle :spread saddleStitch 2008/01/30 18:04 Page 1 Brazil: • Andorinhas commissioning to be completed and first gold production expected to commence in early 2008 • Growing regional tenement holdings • Andorinhas colluvial iron ore scoping study expected to be completed by June 2008 Above: Andorinhas project, drill site, Lagoa Seca west . • Serrita JV drilling planned for 2008 Above: Andorinhas site, Lagoa Seca pit operations, December 2007. Atlantic Ocean Cayenne Right: Mamao mill site construction Equator December 2007. Belém Andorinhas Au Fortaleza BRAZIL Left: Andorinhas Mamao drill core Serrita JV detail, visible gold. Sertão Au Salvador Brazilia Pacific Ocean Rio de Janeiro Proven mine builder delivering five mines over the last 10 years : Operator of two producing gold mines net 100,000 oz per annum : Strong track record of growth and profitability Canada: • Comaplex Minerals, Meliadine project Australia: • Sandstone region gold mining • Ongoing gold exploration Mongolia: drilling program • Gutain Davaa gold joint venture • Sandstone region nickel Ghana: • Dornogovi coal joint venture joint venture • Birim Goldfields • Cobar processing plant • Daly River Airborne Survey focused on volcanogenic Troy holds an approximate 7.4% interest massive sulphide targets in Birim Goldfields and has established Above: Sandstone region gold Equity partner in Comaplex which is a strategic alliance for development of mine operations are supple- the operator of the Meliadine Project, gold mining projects in Ghana. mented by a nickel exploration Nunavut, Canada. Troy owns 16.4% of joint venture. Comaplex common shares. Troy has joint ventures with U&B Mining and Rio Tinto in Mongolia. (continued from cover) Unless otherwise defined herein, the term ‘‘Shares’’ shall include the ordinary shares offered under this prospectus and the ordinary shares issuable on exercise of the Over-Allotment Option. The Agents, as exclusive agents for the purposes of the Offering, hereby conditionally offer the Shares on a best efforts basis, subject to prior sale, if, as and when issued by Troy and accepted by the Agents in accordance with the terms and conditions contained in the Agency Agreement referred to under ‘‘Plan of Distribution’’ and subject to the approval of certain legal matters on behalf of Troy by Lawson Lundell LLP and on behalf of the Agents by Blake, Cassels & Graydon LLP. The Shares are being offered to the public in all of the provinces of Canada. The Shares are also being offered in the United States on a private placement basis pursuant to exemptions from the registration and prospectus requirements of the United States Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’). Subject to applicable law, the Agents may also offer the Shares outside of Canada and the United States. Subscriptions for the Shares offered hereunder will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that the closing of the Offering will take place on February 11, 2008 or on such other date as Troy and the Agents may agree, but no later than February 28, 2008. See ‘‘Plan of Distribution’’. There is currently no market in Canada through which the Shares may be sold and purchasers may not be able to resell Shares purchased under this prospectus in Canada. Subject to applicable laws and in connection with the Offering, the Agents may over-allot or effect transactions which stabilize or maintain the market price of the Shares at levels other than those which otherwise might prevail on the open market. See ‘‘Plan of Distribution’’. An investment in the Shares is speculative and involves a significant degree of risk. Investors should carefully review the risk factors outlined in this prospectus before purchasing the Shares. See ‘‘Risk Factors’’. Troy is incorporated under the laws of a foreign jurisdiction and resides outside of Canada. Although Troy has appointed Lawson Lundell LLP, Suite 1600, 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2, Canada as its agent for service of process in Canada, it may not be possible for investors to collect from Troy, or enforce judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable Canadian securities legislation against the Company, its directors and officers and certain experts named in this prospectus.
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