Mr. Tim Coupland reports
TRANS CANADA GOLD COMPLETES SECOND TRANCHE OF THE NON-BROKERED PRIVATE PLACEMENT AND PREPARES FOR DRILLING AT THE HARRISON LAKE GOLD PROJECT
Trans Canada Gold Corp. has completed the second and final tranche of its previously announced (see news releases dated Feb. 4, 2026, Feb. 23, 2026, March 23, 2026, and April, 2026) non-brokered private placement, placing a total of 100,000 non-flow-through units at a price of 15 cents per unit for gross proceeds of $15,000. In aggregate, in tranches 1 and 2 combined, the company placed a total of 3,616,663 non-flow-through units at a price of 15 cents per unit and 1,817,839 flow-through units at a price of 18 cents per unit for gross proceeds of $869,711.
Each unit consists of one common share and one common share purchase warrant. Each non-flow-through warrant is exercisable at a price of 30 cents per share for a period of three years from the date of issuance. Each flow-through unit consists of one common share and one-half of one common share purchase warrant. Each whole flow-through warrant is exercisable at a 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).
In connection with the closing of the first tranche of the offering, the company paid cash finders' fees in the aggregate amount of $43,843 and issued an aggregate of 272,070 finder warrants to the following finders: Leede Financial Inc., Ventum Financial Corp., PB Markets Inc., Dave Bissoondatt, Emile Rock and EMD Financial Inc. Each finder warrant is exercisable at a price of 30 cents per share for a period of three years from the date of issuance. No finders' fees were paid in connection with the second tranche of the offering. All securities issued under the first tranche of the offering will be subject to a four-month hold period expiring Aug. 8, 2026, in accordance with applicable securities laws. All securities issued under the second tranche of the offering will be subject to a four-month hold period expiring Sept. 8, 2026, in accordance with applicable securities laws.
The company intends to use the proceeds of the offering for due diligence and other costs related to the acquisition of the Harrison Lake gold property located in southwestern British Columbia ($50,000), initial acquisition costs payable to Bear Mountain Gold Mines under the option agreement respecting the property ($50,000) (paid), Year 1 exploration expenditures on the property ($600,000) and general working capital ($169,711).
Year 1 expenditures on the property are budgeted as follows: upgrading core logging facility ($25,000), completing required underground rehabilitation and drill site prep ($100,000), completing minimum 1,000 metres of underground drilling ($150,000), ATV (all-terrain vehicle) trail and drill road upgrades ($50,000), completing minimum 500 metres at the 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).
Proceeds from the flow-through portion of the offering will be used for eligible Canadian exploration expenditures (as defined in the Income Tax Act (Canada)) in connection with exploration activities on the property. These expenditures will be renounced for the 2026 tax year.
Related party participation
Pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, the company advises that the offering constitutes a related party transaction under MI 61-101 due to the participation of one insider as a subscriber under the offering. The insider subscribed for 333,333 units for aggregate proceeds of $50,000 pursuant to the offering. The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to Section 5.5(a) and Section 5.7(1)(a) of MI 61-101 based on the fact that neither the fair market value of the offering nor the fair market value of the consideration paid pursuant to the offering, insofar as it involves related parties, exceeds 25 per cent of the company's market capitalization.
AboutTrans 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) an 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., which 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 its 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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