Trojan Gold Inc. Announces Non-Brokered Private Placement

Rhea-AI Summary

Trojan Gold (OTC:TRJGF) announced a non‑brokered private placement to sell up to 3,000,000 flow‑through units at CDN$0.10 per unit for gross proceeds of up to CDN$300,000. Each FT Unit includes one common share qualified as a Canadian flow‑through share and one half warrant.

Each whole warrant allows purchase of one common share at CDN$0.15 for 24 months, with an acceleration clause if the share closes at CDN$0.20 for five consecutive trading days; proceeds will fund exploration at Paulpic/Adair‑Wascanna and Watershed properties.

Positive

• Gross proceeds up to CDN$300,000 to fund exploration
• Funds earmarked for Paulpic/Adair‑Wascanna and Watershed properties
• Flow‑through structure may provide Canadian tax benefits to investors

Negative

• Issuance of up to 3,000,000 shares causes direct dilution to existing shareholders
• Up to 1,500,000 warrants (one half per unit) exercisable at CDN$0.15 could further dilute equity
• Warrant acceleration at CDN$0.20 may force earlier dilution if share price rises

Toronto, Ontario--(Newsfile Corp. - February 24, 2026) - Trojan Gold Inc. (CSE: TGII) (the "Company" or "Trojan") is pleased to announce a private placement financing consisting of the sale of up to 3,000,000 flow-through units (the "FT Units") in the capital of the Company at a price of CDN$0.10 per FT Unit for aggregate gross proceeds of up to CDN$300,000 (the "Offering").

Each FT Unit will consist of one common share in the capital of the Company (a "Common Share") that will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) and one half of one common share purchase warrant (each whole common share purchase warrant, a "FT Warrant"). Each FT Warrant will entitle the holder thereof to purchase one Common Share for a price of CDN$0.15 for a period of 24 months from the date of closing.

The FT Warrants are subject to acceleration of the 24 month expiry date in the event that the Common Shares have a closing price on the Canadian Securities Exchange of $0.20 or greater for a period of five consecutive trading days at any time after the closing of the Offering and upon the Company giving 30 days' notice of acceleration.

The proceeds from the FT Units sold pursuant to the Offering will be used by the Company to conduct exploration at the Paulpic/Adair-Wascanna Properties and the Watershed Property.

About Trojan Gold Inc.

Trojan is an active Ontario-based prospect generator junior exploration company, led by a team of professionals having exploration, engineering, project financing and permitting experience. Trojan has accumulated land positions in the Hemlo Gold Camp and Shebandowan Greenstone Belt which in management's view represent mineral exploration potential. For further information on the Company, please visit www.trojangold.com. Trojan is listed on the Canadian Securities Exchange under the symbol (CSE: TGII) and on the Frankfurt Exchange under the symbol KC1.

For further information, please contact:
Charles J. Elbourne, President & CEO
Trojan Gold Inc.
82 Richmond St. East, Suite 401
Toronto, Ontario M5C 1P1
Telephone: 416-315-6490
Email: elbourne007@gmail.com
Website: www.trojangold.com

Further Information

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as "may", "will", "expect", "likely", "should", "would", "plan", "anticipate", "intend", "potential", "proposed", "estimate", "believe" or the negative of these terms, or other similar words, expressions, and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy. Forward-looking information contained in this press release includes, but is not limited to, statements relating to the terms and timing of the private placement described in this press release and the anticipated uses of the proceeds raised from such private placement.

Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is based on assumptions made in good faith and believed to have a reasonable basis. Such assumptions include, without limitation, that: the Company will receive all necessary approvals required in order to complete the issuance of the securities pursuant to the private placement described in in this press release; that there will be sufficient interest from potential investors in order to complete the private placement on the terms as described herein or at all; and that the Company will have the necessary resources to be able to use the funds raised in the private placement for exploration expenses as anticipated.

However, forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected, or implied by such forward-looking statements. Such risks include, but are not limited to: the potential that the Company will not be able to proceed with the issuance of securities on the terms described in this press release or at all; the risk that the Company will not have the ability to conduct exploration activities on its current mineral properties as anticipated; and other risks (including but not limited to risks faced by issuers in the mining industry generally) as described in the Company's public disclosure record at www.sedarplus.ca.

Accordingly, undue reliance should not be placed on forward-looking statements and the forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained herein are made as at the date hereof and are based on the beliefs, estimates, expectations, and opinions of management on such date. The Company does not undertake any obligation to update publicly or revise any such forward-looking statements or any forward-looking statements contained in any other documents whether as a result of new information, future events or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required under applicable securities law. Readers are cautioned to consider these and other factors, uncertainties, and potential events carefully and not to put undue reliance on forward-looking information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/285128

FAQ

What is the size and price of Trojan Gold's private placement (TRJGF) announced February 24, 2026?

Trojan Gold is offering up to 3,000,000 FT Units at CDN$0.10 per unit for gross proceeds up to CDN$300,000. According to the company, each FT Unit includes one common share and one half warrant.

How will Trojan Gold (TRJGF) use the proceeds from the February 2026 private placement?

Proceeds will be used to fund exploration at specific properties. According to the company, funds are earmarked for Paulpic/Adair‑Wascanna and the Watershed property exploration programs.

What are the warrant terms in Trojan Gold's (TRJGF) February 24, 2026 offering?

Each whole FT Warrant allows purchase of one share at CDN$0.15 for 24 months. According to the company, warrants include a 30‑day acceleration if shares close at CDN$0.20 for five consecutive trading days.

How could Trojan Gold's (TRJGF) private placement affect existing shareholders?

Existing shareholders face immediate dilution from up to 3,000,000 new shares. According to the company, additional dilution could occur if up to 1,500,000 warrants are exercised at CDN$0.15.

Is Trojan Gold's (TRJGF) offering brokered or non‑brokered and what does that imply?

The offering is non‑brokered, meaning no brokerage firm is arranging the financing. According to the company, this typically reduces transaction costs but may limit marketing reach to institutional investors.

Does Trojan Gold (TRJGF) offer tax advantages with the FT Units in the February 2026 placement?

Yes, FT Units are flow‑through shares enabling Canadian exploration expense renunciation. According to the company, investors may receive flow‑through tax benefits under subsection 66(15) of the Income Tax Act.