Mr. Tim Coupland reports
TRANS CANADA GOLD ANNOUNCES $500,000 NON-BROKERED FLOW-THROUGH PRIVATE PLACEMENT FOR DRILLING AT THE HARRISON LAKE DISTRICT SCALE GOLD PROPERTY
In addition to Trans Canada Gold Corp.'s previously announced 10-million-unit non-brokered private placement (the NFT (non-flow-through) unit offering) (see company news release dated Feb. 4, 2026), it will be offering an additional 2,777,777 units of the company, to be issued on a flow-through basis, under applicable tax law at a subscription price of 18 cents per FT (flow-through) unit, for total gross proceeds of up to $500,000 (exclusive of the proceeds on the exercise of the warrants accompanying the FT units). Each FT unit will consist of one flow-through common share of the company and one-half of one share purchase warrant, each whole warrant exercisable into one non-flow-through common share at an exercise price of 30 cents per share for a period of two years from the date of issuance. Each flow-through share qualifies as a flow-through share for the purposes of the Income Tax Act (Canada).
The company has agreed to pay a finder's fee equal to 6 per cent of the gross proceeds of the flow-through unit offering payable to arm's-length parties for services in respect of such offering. It is expected that up to $500,000 of the flow-through unit offering will be placed through such arm's-length parties. Management and directors of the company may participate in the offering up to a maximum of $100,000 of the flow-through unit offering.
The company proposes to use the net proceeds from the flow-through unit offering for eligible Canadian exploration expenditures (as defined in the Income Tax Act (Canada)) in connection with its exploration drilling activities at the Harrison Lake gold project area, located in southwestern British Columbia. These expenditures will be renounced for the 2026 tax year. Closing of both the flow-through unit offering and the NFT unit offering are expected to occur by mid-March, 2026.
The NFT unit offering and flow-through unit offering will be conducted on a private placement basis in accordance with prospectus exemptions under applicable securities laws. All securities issued under the NFT unit offering and flow-through unit offering will be subject to a four-month hold period from the date of issuance in accordance with applicable securities laws.
$1.5-million non-brokered private placement
The company previously announced a non-brokered private placement financing of 10 million units on Feb. 4, 2026, at a price of 15 cents per unit to raise gross proceeds of up to $1.5-million. Each unit will consist of one common share and one common share purchase warrant, each warrant is exercisable at a price of 30 cents per share for a period of three years from the date of issuance. The NFT offering is subject to approval from the TSX Venture Exchange and all of the securities issued pursuant to the NFT offering will be subject to a four-month hold period from the date of issue in accordance with applicable securities laws.
The company has agreed to pay a finder's fee to arm's-length parties for services rendered in respect of the NFT offering. The finder's fee will consist of a cash fee equal to 6 per cent of the gross proceeds of the NFT offering and finders' warrants equal in number to 6 per cent of the units sold under the NFT offering. Each finder's warrant will entitle the holder to acquire one common share of the company at a price of 30 cents per share for a period of three years from the date of issuance.
The company intends to use the proceeds of the NFT offering for due diligence and other costs related to the acquisition of the property ($50,000), initial acquisition costs payable to Bear Mountain Gold Mines under the option agreement ($50,000), year 1 exploration expenditures on the property ($600,000), a reserve for year 2 exploration and acquisition costs for the property ($600,000), and general working capital ($200,000).
Year 1 expenditures on the property are budgeted as follows: upgrading core logging facility ($25,000), completing required underground rehab and drill site prep ($100,000), completing minimum 1,000 metres of underground drilling ($150,000), ATV trail and drill road upgrades ($50,000), completing minimum 500 metres Hill zone and Portal zone ($75,000), equipment rentals and consumables ($50,000), drill program supervision, assaying and reporting ($50,000), and contingency ($100,000).
In addition to other prospectus exemptions commonly relied on in private placements, the NFT offering and the flow-through unit offering will be available to existing shareholders of the company who, as of the close of business on Feb. 2, 2026, held common shares of the company (and who continue to hold such common shares as of the closing date), pursuant to the prospectus exemption set out in B.C. Instrument 45-534 -- Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders and in similar instruments in other jurisdictions in Canada (the existing shareholder exemption). The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the company receives subscriptions from investors relying on the existing shareholder exemption exceeding the maximum NFT offering, or flow-through unit offering the company may adjust the subscriptions received on a pro rata basis.
The company will also make the NFT offering and flow-through unit offering available to certain subscribers pursuant to B.C. Instrument 45-536 -- Exemption from Prospectus Requirement for Certain Distributions Through an Investment Dealer. In accordance with the requirements of the investment dealer exemption, the company confirms that there is no material fact or material change about the company that has not been generally disclosed.
Overallotment option
The NFT offering and the flow-through unit offering are subject to a 15-per-cent overallotment option pursuant to which the company may sell an additional 1.5 million NFT units for aggregate gross proceeds of up to an additional $225,000, and an additional 416,667 FT units for aggregate gross proceed of up to an additional $75,000
About Trans Canada Gold Corp.
The company is a Canadian discovery focused gold exploration company focused on acquiring and drilling advanced gold, silver and critical base metal mineral assets situated in Canada. The company identifies, acquires and finances with its working interest partners, and oil and gas resource development exploration company that is currently focused on developing and drilling its production of conventional heavy oil exploration properties, increasing production capabilities and increasing future oil production revenues through responsible exploration. The company identifies, acquires and finances with its working interest partners, the continuing development of oil and gas assets, primarily situated in Alberta, Canada. The company has qualified senior exploration mining management and oil and gas geological teams of professionals, seasoned in exploration production, field exploration and drilling. The company currently works with Croverro Energy Ltd., who has demonstrated proficiency, expected of an experienced oil and gas technical team that has proven oil production, and revenue success with large multilateral wells currently under their supervision. The company has the necessary manpower in place to develop its natural resource properties and manage its production properties. The company is committed to minimizing risk through selective property acquisitions, and responsible exploration drilling, and maximizing long-term gold and strategic mineral and petroleum and natural gas resource assets.
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