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Trifecta Gold Increases Private Placement

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private placement

Trifecta Gold (OTCQB:TRRFF, TSXV:TG) increased its previously announced private placement of flow-through shares to up to 5,750,000 shares at $0.20 each, while keeping the common share offering at up to 3,000,000 shares. Insiders may participate under MI 61-101 exemptions. Proceeds will fund exploration and working capital, subject to TSX Venture Exchange approval and a four-month-plus-one-day hold period.

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AI-generated analysis. Not financial advice.

Positive

  • Increased flow-through share offering to up to 5,750,000 shares at $0.20
  • Additional proceeds earmarked for exploration activities and working capital
  • Insider participation possible under MI 61-101 exemptions

Negative

  • Potential dilution from issuance of up to 8,750,000 new shares
  • Private placements subject to regulatory approval, including TSX Venture Exchange
  • Securities will be subject to a four-month-plus-one-day hold period
  • Finder's fees payable on a portion of the private placements
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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 / June 17, 2026 / Trifecta Gold Ltd. (TSXV:TG)(OTCQB:TRRFF) ("Trifecta" or the "Company") announces that further to its news release dated June 15, 2026, the Company has increased its previously announced Private Placement of Flow-through shares to consist of the sale of up to 5,750,000 Flow-through shares at a price of $0.20 per Flow-through share. The previously announced Private Placement of common shares remains unchanged at up to 3,000,000 common shares.

Insiders may participate in the Private Placements including subscriptions from related parties of the Company as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The participation of Insiders in the Private Placements is exempt from formal valuation and minority shareholder approval requirements pursuant to exemptions contained in sections 5.5(c) and 5.7(1)(a) of MI 61-101.

The Private Placements are subject to all necessary regulatory approvals, including acceptance from the TSX Venture Exchange. The securities issued under the Private Placements will be subject to a hold period under applicable securities laws in Canada expiring four months and one day from the closing date of the Private Placements. Finder's fees will be paid in connection with a portion of the Private Placements. The proceeds from these Private Placements will be used to fund exploration activities and for working capital purposes.

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 private placement change did Trifecta Gold (OTCQB:TRRFF) announce on June 17, 2026?

Trifecta Gold increased its private placement of flow-through shares to up to 5,750,000 at $0.20 each. According to Trifecta, the previously announced private placement of up to 3,000,000 common shares remains unchanged.

How many shares are included in Trifecta Gold’s June 2026 private placements (TRRFF)?

The private placements include up to 5,750,000 flow-through shares and up to 3,000,000 common shares. According to Trifecta, the flow-through component was increased while the common share portion stayed the same.

What will Trifecta Gold use the June 2026 private placement proceeds for?

Trifecta Gold plans to use the proceeds to fund exploration activities and for working capital. According to Trifecta, the flow-through and common share placements together support ongoing exploration in the Tombstone Gold Belt and general corporate needs.

Are there restrictions on the new Trifecta Gold (TRRFF) private placement shares?

Yes, the new securities will be subject to a hold period of four months and one day from closing. According to Trifecta, the placements also require regulatory approvals, including acceptance from the TSX Venture Exchange.

Can insiders participate in Trifecta Gold’s June 2026 private placements?

Insiders may participate and are considered related parties under MI 61-101. According to Trifecta, their participation is exempt from formal valuation and minority approval requirements under sections 5.5(c) and 5.7(1)(a) of MI 61-101.

Will finder’s fees be paid on Trifecta Gold’s June 2026 private placements?

Yes, finder’s fees will be paid on a portion of the private placements. According to Trifecta, these fees apply to part of the flow-through and common share offerings, which remain subject to all necessary regulatory approvals.