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

Executive Summary

• Trans Canada Gold Corp. announced an additional flow‑through private placement of up to 2,777,777 units at $0.18 per unit, targeting gross proceeds of up to $500,000, supplementing its earlier 10 million‑unit NFT offering.
• The combined net proceeds (NFT + FT offerings) are earmarked for eligible Canadian exploration expenditures on the Harrison Lake Gold Project and related due‑diligence/acquisition costs, with a total potential raise of up to $2.0 M (including over‑allotment options).
• Both offerings include finders’ fees (6% of gross proceeds), warrant components, four‑month hold periods, and are expected to close by mid‑March 2026.

Key Details

• Additional FT Units: 2,777,777 units @ $0.18 each → up to $500,000 gross proceeds (exclusive of warrant exercise).
• FT Unit Composition: 1 flow‑through common share + ½ share purchase warrant (exercisable at $0.30 per share for 2 years).
• Finders’ Fee – FT Offering: 6% of gross proceeds payable to arm’s‑length parties; up to $500,000 expected to be placed through such parties.

• Management Participation: Up to $100,000 of the FT offering may be purchased by directors/management.

• Original NFT Offering (Feb 4, 2026): 10,000,000 units @ $0.15 each → up to $1,500,000 gross proceeds.

• NFT Unit Composition: 1 common share + 1 warrant (exercisable at $0.30 per share for 3 years).

• Finders’ Fee – NFT Offering: 6% cash fee of gross proceeds plus warrants equal to 6% of units sold.

• Use of Proceeds (combined):

• Eligible Canadian exploration expenditures on Harrison Lake Gold Project (renounced for 2026 tax year).
• Due‑diligence and acquisition costs for the property ($50,000).
• Initial acquisition costs payable to Bear Mountain Gold Mines under Option Agreement ($50,000).
• Year 1 exploration budget (~$600,000) covering core logging upgrade, underground rehab, drilling (≥1,000 m), road upgrades, equipment rentals, supervision/assaying, and contingency.
• Reserve for Year 2 exploration & acquisition costs ($600,000).

• General working capital ($200,000).

• Over‑Allotment Option: Up to 15% additional units may be issued:

• NFT Units: extra 1,500,000 units → up to $225,000 gross proceeds.

• FT Units: extra 416,667 units → up to $75,000 gross proceeds.

• Closing Timeline: Both the NFT and FT offerings are expected to close by mid‑March 2026; securities subject to a four‑month hold period from issuance.

• Regulatory Exemptions: Offerings rely on existing shareholder exemption (BC Instrument 45‑534) and investment dealer exemption (BC Instrument 45‑536). Limits of CAD 15,000 per shareholder apply unless suitable advice is obtained.

Notable Quotes

(No direct quotes were provided in the release.)