Trojan Gold clarifies placement to close Dec. 31

Executive Summary

• Trojan Gold Inc. clarifies that its previously announced non-brokered private placement has not yet closed but is intended to close on or about December 31, 2025.
• The transaction involves the issuance of 2 million units at $0.10 per unit, generating $200,000 in gross proceeds, which have already been satisfied by amounts previously advanced to the company.
• The units consist of one common share and one common share purchase warrant per unit, with the warrants exercisable at $0.15 for 24 months.

Key Details

• Transaction Structure: Non-brokered private placement of units.
• Quantity: 2,000,000 units.
• Price: $0.10 per unit.
• Gross Proceeds: $200,000.
• Payment Method: The aggregate subscription price of $200,000 has been satisfied by amounts previously advanced to the company.
• Closing Date: Intended to close on or about December 31, 2025.
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms:
  • Exercise Price: $0.15 per share.
  • Term: 24 months from the closing date.
  • Acceleration: Subject to acceleration in certain circumstances.
• Hold Period: All securities are subject to a four-month-and-one-day hold period from the closing date.
• Fees: No finders' fees will be paid.
• Regulatory Status: The issuance constitutes a related-party transaction under Multilateral Instrument 61-101. The company relied on exemptions from valuation and minority approval requirements (sections 5.5(a) and 5.7(1)(a) of MI 61-101) as the fair market value of the transaction does not exceed 25% of the company's market capitalization.

Notable Quotes

• "Trojan Gold Inc. has clarified, further to the press release dated Dec. 23, 2025, that it has not closed the placement but intends to close the placement on or about Dec. 31, 2025."