Star Metro - Trans Canada Gold Completes Second Tranche of the Non-Brokered Private Placement and Prepares for Drilling at the Harrison Lake Gold Project

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 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. No finder's fees were paid in connection with the second tranche of the Offering. All securities issued under the first tranche of the Offering will be subject to a four month hold period expiring August 8, 2026 in accordance with applicable securities laws. All securities issued under the second tranche of the Offering will be subject to a four month hold period expiring September 8, 2026 in accordance with applicable securities laws.

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) (paid), year 1 exploration expenditures on the Property ($600,000) and general working capital ($169,711).

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.

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.

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.Clark--SMC