TOCVAN ANNOUNCES $6 MILLION BOUGHT DEAL FINANCING

Executive Summary

• Tocvan Ventures Corp. entered into a bought‑deal private placement financing of 6,000,000 units at C$1.00 per unit for gross proceeds of C$6 million.
• The underwriter (Stifel Canada) received an option to purchase up to an additional 900,000 units and will receive a cash commission and compensation warrants equal to 7% of the gross proceeds.
• Net proceeds are earmarked to advance Tocvan’s gold projects in Sonora, Mexico, and for general working capital.

Key Details

• Units Offered: 6,000,000 units @ C$1.00 per unit → C$6,000,000 aggregate gross proceeds.
• Underwriter: Stifel Canada (sole underwriter and bookrunner).
• Underwriter’s Option: Up to 900,000 additional units, exercisable up to 48 hours before closing.
• Unit Composition: Each unit = 1 common share + 1 common‑share purchase warrant.
• Warrant Terms: Exercise price C$1.40 per share; exercisable for 36 months after the closing date.
• Compensation to Underwriter:
• Cash commission of 7.0% of gross proceeds.
• Compensation warrants equal to 7.0% of units sold, each granting the right to acquire a common share at the issue price for 24 months from issuance.
• Closing Date: Expected on or about February 19, 2026, subject to customary conditions and regulatory approvals (including CSE acceptance).
• Use of Proceeds: Advance gold projects in Sonora, Mexico; general working capital.
• Exemptions Utilized: Listed Issuer Financing Exemption under NI 45‑106 (Canada) and private placement exemptions for U.S. and other jurisdictions.

Notable Quotes

(No direct quotes were provided in the release.)