Trans Canada Gold Announces $500,000 Non-Brokered Flow-through Private Placement for Drilling at the Harrison Lake District Scale Gold Property

Rhea-AI Summary

Trans Canada Gold (OTCQB:TTGXF) is offering an additional 2,777,777 flow-through units at $0.18 per FT Unit to raise up to $500,000. Each FT Unit includes one flow-through share and 1/2 warrant (warrant exercise $0.30 for two years).

The company reiterates a previously announced 10,000,000 unit NFT offering at $0.15 to raise up to $1.5M. Proceeds target 2026-eligible Canadian exploration at the Harrison Lake property, with closings expected by mid-March 2026 and a 15% over-allotment option.

Positive

• Flow-through financing of $500,000 targeted to fund Canadian exploration
• Existing NFT financing of $1.5M increases total potential raise to $2.0M
• Year 1 exploration budget includes $600,000 for on-Property work
• Planned drilling: 1,000m underground plus 500m Hill/Portal zones

Negative

• Warrants exercisable at $0.30 create potential share dilution upon exercise
• Finder's fees equal to 6% of gross proceeds, including cash and warrants
• Offerings subject to TSX Venture approval and prospectus exemptions; closing not guaranteed

VANCOUVER, BC / ACCESS Newswire / February 23, 2026 / Trans Canada Gold Corp. (TSXV:TTG)(OTCQB:TTGXF) ("Trans Canada" or the "Company"), is pleased to announce that addition to its previously announced 10,000,000 unit non-brokered private placement (the "NFT Unit Offering")( See Company news release dated February 4, 2026), it will be offering an additional 2,777,777 units of the Company, to be issued on a "flow-through" basis, under applicable tax law (the "FT Units") at a subscription price of $0.18 per FT Unit, for total gross proceeds of up to $500,000 (exclusive of the proceeds on the exercise of the warrants accompanying the FT Units (the "Flow-Through Unit Offering"). Each FT Unit will consist of one (1) flow-through common share of the Company and one-half (1/2) of one share purchase warrant, each whole warrant exercisable into one (1) non-flow-through common share at an exercise price of $0.30 per share for a period of two (2) 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).

The Company has agreed to pay a finder's fee equal to 6% of the gross proceeds of the Flow-Through Unit Offering payable to arm's length parties for services in respect of such offering. It is expected that up to $500,000 of the Flow-Through Unit Offering will be placed through such arm's length parties. Management and directors of the Company may participate in the offering up to a maximum of $100,000 of the Flow-Through Unit Offering.

The Company proposes to use the net proceeds from the Flow-Through Unit 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 BC (the "Property"). These expenditures will be renounced for the 2026 tax year. Closing of both the Flow-Through Unit Offering and the NFT Unit Offering are expected to occur by mid-March 2026.

The NFT Unit Offering and Flow-Through Unit Offering will be conducted on a private placement basis in accordance with prospectus exemptions under applicable securities laws. All securities issued under the NFT Unit Offering and Flow-Through Unit Offering will be subject to a four month hold period from the date of issuance in accordance with applicable securities laws.

$1.5 Million Dollar Non-Brokered Private Placement

The Company previously announced a non-brokered private placement financing of 10,000,000 units (the "Units") on February 4^th, 2026, at a price of CDN $0.15 per Unit to raise gross proceeds of up to CDN $1,500,000 (the "NFT Offering"). Each Unit will consist of one (1) common share and one (1) common share purchase warrant, each warrant is exercisable at a price of $0.30 per share for a period of three (3) years from the date of issuance. The NFT Offering is subject to approval from the TSX Venture Exchange and all of the securities issued pursuant to the NFT Offering will be subject to a four month hold period from the date of issue in accordance with applicable securities laws.

The Company has agreed to pay a finders' fee to arm's length parties for services rendered in respect of the NFT Offering. The finder's fee will consist of a cash fee equal to 6% of the gross proceeds of the NFT Offering and finder's warrants equal in number to 6% of the units sold under the NFT Offering. Each finder's warrant will entitle the holder to acquire one common share of the Company at a price of $0.30 per share for a period of three (3) years from the date of issuance.

The Company intends to use the proceeds of the NFT Offering for due diligence and other costs related to the acquisition of the Property ($50,000), initial acquisition costs payable to Bear Mountain Gold Mines under the Option Agreement ($50,000), year 1 exploration expenditures on the Property ($600,000), a reserve for year 2 exploration and acquisition costs for the Property ($600,000) and general working capital ($200,000).

Year 1 expenditures on the Property are budgeted as follows: upgrading core logging facility ($25,000), completing required underground rehab and drill site prep ($100,000), completing minimum 1,000 meters of underground drilling ($150,000), ATV trail and drill road upgrades ($50,000), completing minimum 500 meters Hill Zone and Portal Zone ($75,000), equipment rentals and consumables ($50,000), drill program supervision, assaying and reporting ($50,000), contingency ($100,000).

In addition to other prospectus exemptions commonly relied on in private placements, the NFT Offering and the Flow-Through Unit Offering will be available to existing shareholders of the Company who, as of the close of business on February 2^nd , 2026, held common shares of the Company (and who continue to hold such common shares as of the closing date), pursuant to the prospectus exemption set out in BC Instrument 45-534 - Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders and in similar instruments in other jurisdictions in Canada (the "Existing Shareholder Exemption"). The Existing Shareholder Exemption limits a shareholder to a maximum investment of CAD$15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the Company receives subscriptions from investors relying on the Existing Shareholder Exemption exceeding the maximum NFT Offering, or Flow-Through Unit Offering the Company may adjust the subscriptions received on a pro-rata basis.

The Company will also make the NFT Offering and Flow-Through Unit Offering available to certain subscribers pursuant to BC Instrument 45-536 - Exemption from Prospectus Requirement for Certain Distributions Through an Investment Dealer (the "Investment Dealer Exemption"). In accordance with the requirements of the Investment Dealer Exemption, the Company confirms that there is no material fact or material change about the Company that has not been generally disclosed.

OVER-ALLOTMENT OPTION

The NFT Offering and the Flow-Through Unit Offering are subject to a 15% over-allotment option pursuant to which the Company may sell an additional 1,500,000 NFT Units for aggregate gross proceeds of up to an additional $225,000, and an additional 416,667 FT Units for aggregate gross proceed of up to an additional $75,000

ABOUT TRANS CANADA GOLD CORP. - GOLD & MINERAL EXPLORATION/OIL AND GAS PRODUCTION/REVENUE PRODUCING OIL WELLS

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, and Oil & 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 ongoing development of oil and gas assets, primarily situated in Alberta Canada. The Company has qualified Senior exploration mining management and oil & gas Geological teams of professionals, seasoned in exploration production, field exploration and drilling. The Company currently works with Croverro Energy Ltd., who has demonstrated proficiency, expected of an experienced oil and gas technical team that has proven oil production, and revenue success with large multi-lateral wells currently under their 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.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Tim Coupland, President and CEO
Trans Canada Gold Corp.
Tel: (604) 681-3131
astar@telus.net
www.transcanadagold.com

Mario Drolet
President
MI3 Communications Financierres Inc., Montreal Quebec
Tel: (514) 904-1333
Cell: 514) 340-3813
E-Mail: Mario@mI3.ca

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

SOURCE: Trans Canada Gold Corp.

View the original press release on ACCESS Newswire

FAQ

What is the Trans Canada Gold (TTGXF) Flow-Through Unit Offering announced February 23, 2026?

The Flow-Through Unit Offering is an additional issue of 2,777,777 FT Units at $0.18. According to the company, each FT Unit includes one flow-through share and one-half warrant exercisable at $0.30 for two years to fund Harrison Lake drilling.

How much capital will Trans Canada Gold (TTGXF) raise including the NFT and FT offerings?

Combined, the FT and NFT offerings target up to $2.0 million before overallotment. According to the company, $1.5M comes from the NFT Units and $500k from the FT Units, plus a 15% over-allotment option.

How will Trans Canada Gold (TTGXF) use proceeds from the Flow-Through Unit Offering?

Proceeds will fund eligible Canadian exploration expenditures for the Harrison Lake drilling program in 2026. According to the company, FT proceeds will be renounced for the 2026 tax year and applied to on-Property drill activities.

What are the warrant terms in Trans Canada Gold's (TTGXF) February 2026 financings?

FT Unit warrants: one-half warrant per FT Unit, $0.30 exercise, two-year term; NFT Unit warrants: one warrant per Unit, $0.30 exercise, three-year term. According to the company, exercise prices are uniform at $0.30 across offerings.

When will the Trans Canada Gold (TTGXF) financings close and are there any hold periods?

Closings are expected by mid-March 2026, subject to TSXV approvals and exemptions. According to the company, all securities will carry a four-month hold period from issuance in accordance with securities laws.