Star Metro - Trans Canada Gold Provides Update on Non-Brokered Private Placement and Flow-through Private Placement for Drilling at the Harrison Lake District Scale Gold Property Acquisition

PRIVATE PLACEMENT

The non-flow through portion of the private placement consists of 10,000,000 units (the "Units") at a price of CDN $0.15 per Unit to raise gross proceeds of up to CDN$1,500,000 (the "NFT Offering"). Each Unit consists of one (1) common share and one (1) common share purchase warrant (an "NFT Warrant"). Each NFT Warrant is exercisable at a price of $0.30 per share for a period of three (3) years from the date of issuance. The flow through portion of the offering consists of 2,777,777 units (the "FT Units") at a price of CDN $0.18 per FT Unit to raise gross proceeds of up to CDN$500,000 (the "FT Offering"). Each FT Unit consists of one (1) common share and one half (1/2) of one common share purchase warrant (an "FT Warrant"). Each FT Warrant is exercisable at a 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).

The Company has agreed to pay finder's fees in connection with the NFT Offering and the FT Offering (collectively, the "Offering") as set out in the Offering News Releases. All securities issued under the Offering will be subject to a four month hold period from the date of issuance in accordance with applicable securities laws. The Offering is subject to approval from the TSX Venture Exchange. Closing of the Offering is expected to occur by early April 2026.

The Company intends to use the proceeds of the Offering for due diligence and other costs related to the acquisition of the Harrison Lake Gold Property located in Southwestern British Columbia (the "Property") ($50,000), initial acquisition costs payable to Bear Mountain Gold Mines under the Option Agreement respecting the Property ($50,000), year 1 exploration expenditures on the Property ($600,000), a reserve for future exploration and acquisition costs for the Property ($1,000,000) and general working capital ($300,000).

Year 1 expenditures on the Property are budgeted as follows: upgrading core logging facility ($25,000), completing required underground rehab and drill site prep ($100,000), completing minimum 1,000 meters of underground drilling ($150,000), ATV trail and drill road upgrades ($50,000), completing minimum 500 meters Hill Zone and Portal Zone ($75,000), equipment rentals and consumables ($50,000), drill program supervision, assaying and reporting ($50,000), contingency ($100,000).

Proceeds from the FT Offering will be used for eligible Canadian exploration expenditures (as defined in the Income Tax Act (Canada)) in connection with exploration activities on the Property. These expenditures will be renounced for the 2026 tax year.

As disclosed in the Offering News Releases, Units and FT Units may be purchased by (a) investors who held shares of the Company at the close of business on February 2^nd, 2026 and who continue to hold such common shares as of the closing date, pursuant to the prospectus exemption set out in BC Instrument 45-534 - Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders and in similar instruments in other jurisdictions in Canada, and (b) investors who receive advice from an investment dealer and otherwise comply with BC Instrument 45-536 - Exemption from Prospectus Requirement for Certain Distributions Through an Investment Dealer. Details respecting these exemptions are set out in the Offering News Releases.

OVER-ALLOTMENT OPTION

The NFT Offering and the FT Offering are subject to a 15% over-allotment option pursuant to which the Company may sell an additional 1,500,000 Units for aggregate gross proceeds of up to an additional $225,000, and an additional 416,667 FT Units for aggregate gross proceed of up to an additional $75,000.

PROPERTY ACQUISITION

As disclosed in its news release dated February 4, 2026, the Company entered into an arm's length Option Agreement on February 2^nd, 2026 to acquire a 60% interest in the Harrison Lake Gold Property located near Harrison Lake in south-western British Columbia. The Option Agreement requires the Company to pay $250,000 in cash to the vendor, incur $5,000,000 in exploration expenditures on the Property and issue 10,000,000 shares of the Company to the vendor, all over a 5-year period. Details of these annual commitments are set out in the Company's news release dated February 4, 2026.

The Option Agreement is subject to TSX Venture Exchange approval and completion of a portion of the Offering sufficient to cover exploration expenditures and cash option payments necessary to keep the Option Agreement in good standing for one year. The Company's interest in the Property will be subject to a 2% net smelter return royalty (4% in the case of one of the 29 claims comprising the Property). Four annual advance royalty payments of $200,000 ($800,000 aggregate) will be triggered by the completion of a feasibility study or commencement of commercial production on the Property. Upon exercise of the Option and earning of a 60% interest by the Company, further development of the Property will be carried out under 2 separate joint ventures (each covering a separate area of the Property) between the Company and the vendor.

The Company is in the process of clearing comments respecting the Option Agreement from the TSX Venture Exchange and finalizing a first tranche closing of the Offering in an amount sufficient to cover year one exploration expenditures and cash option payments under the Option Agreement ($600,000), as well as working capital requirements for one year ($200,000). The Company anticipates addressing TSXV comments and closing a portion of the Offering by early April.

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. The Company identifies, acquires and finances with its working interest partners, and Oil & Gas Resource Development Exploration Company that is currently focused on developing and drilling its' production of conventional heavy oil exploration properties, 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
[email protected]
www.transcanadagold.com

Mario Drolet
President
MI3 Communications Financieres Inc., Montreal Quebec
Tel: (514) 904-1333
Cell: 514) 340-3813
E-Mail: [email protected]

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

S.Belanger--SMC