Tocvan Ventures arranges $6-million private placement

Executive Summary

• Tocvan Ventures Corp. has entered into an agreement for a $6 million bought deal private placement offering of 6 million units at $1.00 per unit, with Stifel Canada acting as sole underwriter.
• The offering includes an over-allotment option for up to 900,000 additional units, potentially increasing gross proceeds to $6.9 million.
• Net proceeds will be used to advance the company's gold projects in Sonora, Mexico, and for general working capital.

Key Details

• Transaction Structure: Bought deal private placement offering of 6,000,000 units.
• Issue Price: $1.00 per unit.
• Gross Proceeds: $6,000,000 (base); up to $6,900,000 if the over-allotment option is fully exercised.
• Underwriter: Stifel Canada (sole underwriter and bookrunner).
• Over-Allotment Option: Option to purchase up to 900,000 additional units at $1.00 per unit, exercisable up to 48 hours prior to closing.
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms (Investors):
  • Exercisable to acquire one common share.
  • Exercise Price: $1.40 per share.
  • Term: 36 months following the closing date.
• Underwriter Compensation:
  • Cash Commission: 7.0% of gross proceeds.
  • Compensation Warrants: 7.0% of the number of units sold.
  • Compensation Warrant Terms: Entitle holder to acquire a common share at the issue price ($1.00) for a period of 24 months from the date of issue.
• Use of Proceeds: Advancing gold projects in Sonora and general working capital.
• Regulatory Exemptions: Offered pursuant to the listed issuer financing exemption under National Instrument 45-106 (Part 5A) for residents of Canada (except Quebec). Also offered in the US and other jurisdictions via private placement exemptions.
• Hold Period: No statutory hold period applies due to the listed issuer financing exemption.
• Closing Date: Expected on or about February 19, 2026.
• Conditions: Subject to regulatory approvals, including acceptance by the Canadian Securities Exchange (CSE).

Notable Quotes

• None provided in the text.