Trans Canada Gold Closes Final Tranche of Non-Brokered Private Placement for Gross Proceeds of CDN $2,205,737 and Prepares for Phase 2 Drilling

Planned exploration spending includes underground and surface drilling, alongside a reserve for conditional oil drilling participation.

Rhea-AI Summary

Trans Canada Gold (TTGXF) closed its non-brokered private placement, raising aggregate gross proceeds of CDN $2,205,737 across two tranches. The final tranche raised CDN $61,018. Across both tranches, the company issued 8,092,984 flow-through units at $0.19 and 3,929,824 non-flow-through units at CDN $0.17. Each unit includes one share and half a warrant; whole warrants buy one share at $0.30 for two years.

The company intends to fund Phase 2 exploration at Harrison Lake with an approximately $1,700,000 budget including 15% contingency. Plans include a minimum 2,500 meters of underground drilling and 1,500 meters of surface drilling across 15 holes. Proceeds also include a $400,000 reserve for possible Lloydminster oil drilling participation. Offering costs included $152,161.61 in cash commissions, 828,419 finders' warrants and a $50,000 corporate finance fee.

5 points · 1 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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0 major · 6 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointCompleted private placement raised CDN $2,205,737 in aggregate gross proceeds.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Harrison Lake Phase 2 exploration has a planned approximately $1,700,000 budget including 15% contingency.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Planned Lloydminster drilling participation reserve totals $400,000.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned underground drilling covers a minimum 2,500 meters at Harrison Lake.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned surface drilling covers 1,500 meters across 15 holes at Harrison Lake.

Negative

• Minor point8,092,984 flow-through units at $0.19 add shares and half-warrants; whole warrants exercise at $0.30 for two years.
• Minor point3,929,824 non-flow-through units at CDN $0.17 add shares and half-warrants; whole warrants exercise at $0.30 for two years.
• Minor pointOffering cash commissions totaled $152,161.61.
• Minor point. Forward-looking: it has not happened yet and may not happen.Offering finders received 828,419 warrants, adding potential share dilution.
• Minor pointCorporate finance fee paid to EMD Financial totaled $50,000.
• Minor point. Forward-looking: it has not happened yet and may not happen.Lloydminster drilling participation depends on exercising the company's right under the farmout agreement.

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VANCOUVER, BC / ACCESS Newswire / October 26, 2026 / Trans Canada Gold Corp. (TSXV:TTG)(OTCQB:TTGXF) ("Trans Canada" or the "Company"), is pleased to announce that it has closed the second and final tranche of its previously announced non-brokered private placement (the "Offering") (see news releases dated September 14^th and 28^th, 2026 and October 9^th, 2026). The Company has closed on proceeds of CDN $61,018 in the final tranche of the private placement financing by issuing:

• 242,200 units on a "flow-through" basis (the "FT Units") under applicable tax law at a subscription price of $0.19 per FT Unit, for aggregate gross proceeds of $46,018. Each FT Unit consists of one (1) flow-through common share 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).

• 88,234 non-flow through units (the "Units") at a subscription price of CDN $0.17 per Unit for aggregate gross proceeds of $15,000. Each Unit will consist of one (1) common share 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.

All securities issued in the second tranche closing will be subject to a four month hold period ending on February 24, 2027 in accordance with applicable securities laws.

When combined with the first tranche closing, the Company has raised aggregate gross proceeds of $2,205,737 as follows:

• 8,092,984 FT Units for aggregate gross proceeds of $1,537,667.

• 3,929,824 NFT Units for aggregate gross proceeds of $668,070.

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 (the "Property"). 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 $1,700,000 budget including 15% contingency) and general working capital, which will include a $400,000 reserve for participation in future drill programs on the company's Lloydminster, Alberta oil and gas property (should the Company exercise its right to participate in future drill programs under the applicable farmout agreement).

PHASE 2 - SURFACE & 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 & Technical Support ($100,000), completing minimum 2,500 meters 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 & Technical Support ($100,000), Drilling 1500 meters, 15 Holes ($225,000), Assays ($150,000) and a 15% contingency.

FINDERS' FEES

In connection with the second tranche closing, the Company paid cash commissions in the aggregate amount of $3,221.26 and issued 16,954 finders' warrants, each finders' warrant exercisable into one (1) common share at an exercise price of $0.30 per share for a period of two (2) years from the date of issuance.

Including the cash commissions and finder's warrants issued in connection with the first tranche closing, in aggregate, the Company paid cash commissions in the amount of $152,161.61 and issued 828,419 finders' warrants in connection with the Offering.

The cash commission represents 7% of the cash raised from investors introduced to the Company by the finders. The finders' warrants are equal in number to 7% 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.

Related Party Participation

Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") the Company advises that the Offering constitutes a "related party transaction" under MI 61-101 due to the participation of one insider as a subscriber under the Offering. The insider subscribed for 58,823 Units for aggregate proceeds of $10,000 pursuant to the Offering. The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a) of MI 61-101 based on the fact that neither the fair market value of the Offering nor the fair market value of the consideration paid pursuant to the Offering, insofar as it involves related parties, exceeds 25% of the Company's market capitalization.

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 and Oil & 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 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 Financieres 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did Trans Canada Gold raise in its completed private placement?

Trans Canada Gold raised aggregate gross proceeds of CDN $2,205,737 across two tranches. The second and final tranche contributed CDN $61,018, comprising $46,018 from flow-through units and $15,000 from non-flow-through units.

When does the hold period end for Trans Canada Gold's second-tranche securities?

The second-tranche securities have a four-month hold period ending February 24, 2027, under applicable securities laws.

How will Trans Canada Gold use the flow-through financing proceeds?

The company proposes to use net flow-through proceeds for eligible Canadian exploration expenditures connected with exploration drilling at Harrison Lake in southwestern British Columbia. These expenditures will be renounced for the 2026 tax year.

Did an insider participate in Trans Canada Gold's private placement?

One insider subscribed for 58,823 units for $10,000. The offering therefore constitutes a related-party transaction under MI 61-101. The company is relying on exemptions from formal valuation and minority shareholder approval requirements because the relevant related-party values do not exceed 25% of its market capitalization.