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Trifecta Gold Announces Closing of $1.66 Million Private Placement

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private placement

Trifecta Gold (OTCQB:TRRFF, TSXV:TG) closed a non-brokered private placement raising $1,660,000. The financing comprised 5,750,000 flow-through shares at $0.20 and 3,000,000 common shares at $0.17.

Proceeds will fund exploration at Yukon Tombstone Gold Belt projects and working capital. Trifecta paid $71,550 in cash finders' fees and issued 360,000 finder warrants exercisable at $0.30 until July 3, 2027. Securities are subject to a Canadian hold period until November 4, 2026. Condire Investors participated to maintain a 19.9% equity interest, and insiders purchased 2,193,750 shares under related party transaction rules with MI 61-101 exemptions.

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Positive

  • Private placement raises $1,660,000 for exploration and working capital
  • Sale of 8,750,000 new shares (flow-through and common) completed
  • Condire Investors maintains 19.9% equity stake through participation
  • Insiders purchase 2,193,750 shares in the financing
  • Company issues 360,000 finder warrants exercisable at $0.30 until July 3, 2027

Negative

  • Issuance of 8,750,000 new shares implies equity dilution for existing holders
  • Cash finders' fees of $71,550 reduce net financing proceeds
  • Up to 360,000 additional shares may be issued from finder warrants, adding potential future dilution
  • Insider participation treated as related party transaction under MI 61-101, relying on exemptions

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NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES AND NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES

VANCOUVER, BC / ACCESS Newswire / July 3, 2026 / Trifecta Gold Ltd. (TSXV:TG)(OTCQB:TRRFF) ("Trifecta" or the "Company") is pleased to announce that it has closed its previously announced non-brokered private placement for total proceeds of $1,660,000 (see Trifecta's news releases dated June 15, 2026, and June 17, 2026). Condire Investors participated to maintain its 19.9% equity interest.

The private placement consisted of the sale of 5,750,000 flow-through shares at a price of $0.20 per share and 3,000,000 ordinary common shares at a price of $0.17 per share.

The Company will use the proceeds from the private placement to fund exploration at its Tombstone Gold Belt projects in Yukon, Canada, and for general working capital.

Trifecta paid cash finders' fees totalling $71,550 and issued a total of 360,000 finder warrants ("Finder Warrants") to Ventum Financial Corp. of Vancouver, B.C., Raymond James Ltd. of Vancouver, B.C., Eskar Capital Corporation of Montreal, Quebec and Castlewood Capital Corporation, of Toronto, Ontario. Each Finder Warrant will entitle the holder to purchase one common share of Trifecta until July 3, 2027 at an exercise price of $0.30 per Finder Warrant. All securities issued as part of the closing of the private placement, including any shares that may be issued pursuant to the exercise of the Finder Warrants, are subject to a hold period in Canada until November 4, 2026.

Insiders of Trifecta purchased a total of 2,193,750 common shares pursuant to the private placement. The participation of these insiders in the private placement constituted a related party transaction within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101 - "Protection of Minority Security Holders in Special Transactions" ("MI 61-101"). Trifecta has relied on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the fair market value (as determined under MI 61-101) of insider participation in the private placement did not exceed 25 percent of Trifecta's market capitalization.

Tombstone Gold Belt

Extending more than 1000 km from the Fairbanks district in Alaska eastward across the entire width of Yukon, the Tombstone Gold Belt hosts many large Reduced Intrusion-Related Gold System (RIRGS) mines such as Fort Knox in Alaska (>10 million oz), Eagle and Olive in Yukon (>4 million oz) and the past-producing Brewery Creek Mine, also in Yukon. Since May 2020 over 20 million additional ounces of gold have been discovered in the Yukon portion of the belt, including Snowline Gold's Tier 1 Valley discovery, Sitka Gold's RC deposit, Banyan Gold's AurMac deposits and Victoria Gold's Raven deposit.

Tombstone Gold Belt systems are characterized by sheeted, auriferous quartz veins forming in the carapace zones of Cretaceous-age plutons. They have a characteristic geochemical signature with a gold-bismuth-tellurium±tungsten core within a broader gold-arsenic halo. The deposits are found within and surrounding the reduced intrusions and typically exhibit a geophysical signature comprising a magnetic low (ie. reduced) coinciding with a conductivity low. Veining in RIRGS is typically zoned with a core of sheeted veins surrounded by more discrete gold-arsenic veins and more distal silver-lead-zinc veins.

About Trifecta Gold Ltd.

Trifecta is a Canadian-based precious metals exploration company dedicated to increasing shareholder value through the discovery and development of 100% held gold projects in mining friendly jurisdictions. Trifecta has secured an option to acquire a 100% interest in Mt. Hinton, Rye and 9 other highly prospective, intrusion-related gold projects located in Yukon's Tombstone Gold Belt where over 20 million ounces of gold have been discovered since May 2020. The Company's Eureka Project hosts an 8 x 2.5 kilometre belt of surface showings and anomalous gold-in-soil that straddle the headwaters of two of the most productive placer creeks in Yukon's southern Klondike Goldfields. Trifecta's Treble Project covers a large hydrothermal system, located midway between Western Copper and Gold Corporation's Casino Deposit, the largest copper and gold deposit in the Yukon, and Rockhaven Resources Ltd.'s Klaza Deposit, a high-grade gold-silver deposit.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for the sale of securities, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements

ON BEHALF OF THE BOARD

"Richard Drechsler"

President and CEO

For further information concerning Trifecta or its various exploration projects please visit www.trifectagold.com or contact:

Corporate Information

Trifecta Gold Ltd.
Richard Drechsler
President and CEO
Tel: (604) 687-2522

This news release may contain forward looking statements based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of exploration and other risk factors beyond its control, and actual results may differ materially from the expected results.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE: Trifecta Gold Ltd.



View the original press release on ACCESS Newswire

FAQ

What did Trifecta Gold (OTCQB:TRRFF) announce on July 3, 2026 about its private placement?

Trifecta Gold announced the closing of a non-brokered private placement raising $1,660,000. According to Trifecta Gold, the financing included flow-through and common shares and will fund Tombstone Gold Belt exploration and general working capital needs.

How many shares were issued in the Trifecta Gold (TRRFF) $1.66 million private placement?

Trifecta Gold issued 8,750,000 shares in total: 5,750,000 flow-through shares at $0.20 and 3,000,000 common shares at $0.17. According to Trifecta Gold, this mix completed the $1,660,000 non-brokered financing.

How will Trifecta Gold use the proceeds from the July 2026 TRRFF private placement?

Proceeds will fund exploration at Trifecta Gold’s Tombstone Gold Belt projects in Yukon and support working capital. According to Trifecta Gold, the $1,660,000 financing specifically targets advancing these Canadian gold exploration assets.

What are the terms of the Trifecta Gold finder warrants issued with the July 2026 financing?

Trifecta Gold issued 360,000 finder warrants exercisable at $0.30 per share until July 3, 2027. According to Trifecta Gold, these warrants accompany $71,550 in cash finders’ fees paid to several financial firms.

How did insiders and Condire Investors participate in the Trifecta Gold (TRRFF) private placement?

Insiders purchased 2,193,750 shares, and Condire Investors participated to keep a 19.9% stake. According to Trifecta Gold, insider participation was treated as a related party transaction under MI 61-101 with relied-upon exemptions.

What lock-up or hold period applies to the new Trifecta Gold shares from the July 2026 placement?

All securities issued in the private placement, including shares from any finder warrant exercise, face a Canadian hold period until November 4, 2026. According to Trifecta Gold, this restriction applies to the entire July 3, 2026 closing.