Mr. Tim Coupland reports
TRANS CANADA GOLD CLOSES FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF CDN $2,144,720
Trans Canada Gold Corp. has closed the first tranche of its previously announced $2.5-million non-brokered private placement (see news releases dated Sept. 14, 2026, and Sept. 28, 2026). The company has closed on proceeds of $2,144,720 in the first tranche of the private placement financing by issuing:
- 7,850,784 units on a flow-through (FT) basis under applicable tax law at a subscription price of 19 cents per FT unit, for aggregate gross proceeds of $1,491,649. Each FT unit consists of one flow-through common share and one-half of one share purchase warrant, with 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);
- 3,841,590 non-flow through units at a subscription price of 17 cents per unit for aggregate gross proceeds of $653,070. Each unit will consist of one common share and one-half of one share purchase warrant, with 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.
All securities issued in the first tranche closing will be subject to a four-month hold period ending on Feb. 10, 2027, in accordance with applicable securities laws.
The company proposes to use the net proceeds from the flow-through portion of the 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.
The company intends to use the proceeds of the offering for phase 2 exploration and underground and surface drilling costs for the property (approximately $1.7-million budget including 15-per-cent contingency) and general working capital, which will include a $400,000 reserve for participation in future drill programs on the company's Lloydminster, Alta., oil and gas property (should the company exercise its right to participate in future drill programs under the applicable farmout agreement).
Phase 2 -- surface and underground drilling/Harrison Lake district-scale gold project -- proposed budgets
Phase 2 -- underground drilling expenditures on the property are budgeted as follows:
- Supervision, 3-D geological modelling ($100,000);
- Mobilization and technical support ($100,000);
- Completing minimum 2,500 metres of underground drilling ($375,000);
- First aid and Mine Act compliance ($100,000);
- Assaying ($75,000);
- Contingency ($100,000).
Phase 2 -- surface drilling expenditures on the property are budgeted as follows:
- Geological supervision surface exploration work ($150,000);
- Mobilization and technical support ($100,000);
- Drilling 1,500 metres, 15 holes ($225,000);
- Assays ($150,000) and a 15-per-cent contingency.
Second tranche
The company expects to close on additional funds in a second tranche, to be announced at a later date. As noted in a prior news release, the aggregate offering consists of an offering of up to 7,894,737 FT units and up to 5,882,353 units for aggregate gross proceeds of up to $2.5-million. The offering is subject to a 15-per-cent overallotment option pursuant to which the company may sell up to an additional 882,353 units for aggregate gross proceeds of up to an additional $150,000 and up to an additional 1,184,210 FT units for aggregate gross proceed of up to an additional $225,000. Closing of the second tranche is expected to occur by Oct. 26, 2026.
Finders' fees
In connection with the first tranche closing, the company paid cash commissions in the aggregate amount of $148,940.35 and issued 811,465 finders' warrants, with each finder's warrant exercisable into one common share at an exercise price of 30 cents per share for a period of two years from the date of issuance. The cash commission represents 7 per cent of the cash raised from investors introduced to the company by the finders. The finders' warrants are equal in number to 7 per cent of the number of units and FT units purchased by investors introduced to the company by the finders. The company also paid a corporate finance fee of $50,000 to EMD Financial in connection with the first tranche closing.
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, and an oil and gas resource development exploration company that is currently focused on developing and drilling its production of conventional heavy oil exploration opportunities, 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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