Star Metro - Trans Canada Gold Completes the Acquisition of the Harrison Lake District Scale Gold Property and First Tranche of the Non-Brokered Private Placement

Private Placement

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. Each FT Unit consists of one (1) common share and one half (1/2) of one common share purchase warrant (an "FT Warrant"). Each whole 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).

In connection with the closing of the first tranche of the Offering, the Company has paid cash finder's fees in the aggregate amount of $43,843 and issued an aggregate of 272,070 finder's warrants to the following finders: Leede Financial Inc., Ventum Financial Corp., PB Markets Inc., Dave Bissoondatt, Emile Rock and EMD Financial Inc. Each finder's warrant is exercisable at a price of $0.30 per share for a period of three (3) years from the date of issuance. All securities issued under the Offering will be subject to a four month hold period expiring August 8, 2026 in accordance with applicable securities laws.

The Company will continue with the Offering after this initial closing and hopes to close additional subscriptions at a later date. If the full Offering of 10,000,000 Units and 2,777,777 FT Units is completed, aggregate proceeds of $2,000,000 will be raised. 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 flow-through portion of the 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.

Over-Allotment Option

As noted in its prior news releases, the Offering is 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.

Related Party Participation

Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") the Company advises that the Offering constitutes a "related party transaction" under MI 61-101 due to the participation of one insider as a subscriber under the Offering. The insider subscribed for 333,333 Units for aggregate proceeds of $50,000 pursuant to the Offering. The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a) of MI 61-101 based on the fact that neither the fair market value of the Offering nor the fair market value of the consideration paid pursuant to the Offering, insofar as it involves related parties, exceeds 25% of the Company's market capitalization.

Property Acquisition- Harrison Lake District Scale Gold Property

The Company has also received TSXV acceptance for filing of the arm's length Option Agreement dated February 2^nd, 2026 with Bear Mountain Gold Mines ("BMGM"), providing the Company with the Option to acquire from BMGM a 60% interest in the Harrison Lake Gold Property (the "Property") located near Harrison Lake in south-western British Columbia (as disclosed in news releases dated February 4, 2026 and March 23, 2026). The Option Agreement requires the Company to pay $250,000 in cash to BMGM, 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 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, commencement of commercial production on the Property or a sale of the Property. The 29 claims comprising the Property were acquired by BMGM pursuant and underlying option agreement. All claims are beneficially owned by BMGM. All legal obligations respecting the earn-in of a 100% interest in all 29 claims have been completed. A total of 17 of the claims are registered in the name of BMGM. BMGM has the legal right to register, and is in the process of registering, the remaining 12 claims in its name.

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 venture agreements between the Company and BMGM, each covering a separate area of the Property. At the commencement of the joint ventures, each of the Company and BMGM will hold 60% and 40% interests in the Property respectively. Each party will be responsible to contribute to expenditures on the Property in accordance with its interest in the Property. A party which fails to contribute to exploration and development programs will have its interest diluted on a straight-line basis so that its interest will always be equal to its expenditures or deemed expenditures incurred on the Property divided by total expenditures/deemed expenditures incurred on the Property. A party whose interest is diluted below 10% will have its interest converted to a 0.75% net smelter return royalty, leaving the remaining party with a 100% interest in the Property subject to the 0.75% NSR (along with the other royalties described above). Exploration and development

programs on the Property will be determined and carried out pursuant to the directions of a management committee comprised of one member from each party. Each party will have votes on matters placed before the management committee in proportion with its interest in the Property (initially 60% for the Company and 40% for BMGM). The majority party will be the manager of the Property, responsible for directing and controlling operations on the Property as directed or established by the management committee.

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

T. MacDonald--SMC