Trans Canada Gold Announces $500,000 Non-Brokered Flow-through Private Placement for drilling at the Harrison Lake District Scale Gold Property ____________________________________________________________________________________
TRANS CANADA GOLD CORP.
c/o Suite 1200 - 750 West Pender Street ∙ Vancouver ∙ British Columbia ∙ V6C 2T8
Telephone: (604) 681-3131
NEWS RELEASE
February 23, 2026 TSX-V Trading Symbol: TTG
OTCQB Symbol: TTGXF
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Trans Canada Gold Announces $500,000 Non-Brokered Flow-through Private
Placement for drilling at the Harrison Lake District Scale Gold Property
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VANCOUVER, B.C. – Trans Canada Gold Corp . (TSX-V: TTG, OTCQB -TTGXF) (“Trans Canada ” or the
“Company”), is pleased to announce that addition to its previously announced 10,000,000 unit non-
brokered private placement (the “NFT Unit Offering”)( See Company news release dated February 4,
2026), it will be offering an additional 2,777,777 units of the Company, to be issued on a “flow-through”
basis, under applicable tax law (the “FT Units”) at a subscription price of $0.18 per FT Unit, for total gross
proceeds of up to $500,000 (exclusive of the proceeds on the exercise of the warrants accompanying
the FT Units (the “Flow -Through Unit Off ering”). Each FT Unit will consist of one (1) flow -through
common share of the Company and one -half (1/2) of one share purchase warrant, each whole warrant
exercisable into one (1) non -flow-through common share at an exercise 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 a finder’s fee equal to 6% of the gross proceeds of the Flow -Through
Unit Offering payable to arm’s length parties for services in respect of such offering. It is expected that
up to $500,000 of the Flow -Through Unit Offering will be placed through such arm’s length parties.
Management and directors of the Company may participate in the offering up to a maximum of $100,000
of the Flow-Through Unit Offering.
The Company proposes to use the net proceeds from the Flow -Through Unit Offering for eligible
Canadian exploration expenditures (as defined in the Income Tax Act (Canada) in connection with its
exploration drilling activities at the Harrison Lake Gold Proj ect area, located in Southwestern BC (the
“Property”). These expenditures will be renounced for the 2026 tax year. Closing of both the Flow -
Through Unit Offering and the NFT Unit Offering are expected to occur by mid-March 2026.
The NFT Unit Offering and Flow-Through Unit Offering will be conducted on a private placement basis in
accordance with prospectus exemptions under applicable securities laws. All securities issued under the
NFT Unit Offering and Flow-Through Unit Offering will be subject to a four month hold period from the
date of issuance in accordance with applicable securities laws.
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$1.5 Million Dollar Non-Brokered Private Placement
The Company previously announced a non-brokered private placement financing of 1 0,000,000 units
(the “Units”) on February 4th, 2026, 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 will consist of one (1) common share and one (1) common
share purchase warrant, each warrant is exercisable at a price of $0. 30 per share for a period of three
(3) years from the date of issuance. The NFT Offering is subject to approval from the TSX Venture
Exchange and all of the securities iss ued pursuant to the NFT Offering will be subject to a four month
hold period from the date of issue in accordance with applicable securities laws.
The Company has agreed to pay a finders’ fee to arm’s length parties for services rendered in respect of
the NFT Offering. The finder’s fee will consist of a cash fee equal to 6% of the gross proceeds of the NFT
Offering and finder’s warrants equal in number to 6% of the units sold under the NFT Offering. Each
finder’s warrant will entitle the holder to acquire one common share of the Company at a price of $0.30
per share for a period of three (3) years from the date of issuance.
The Company intends to use the proceeds of the NFT Offering for due diligence and other costs related
to the acquisition of the Property ($50,000) , initial acquisition costs payable to B ear Mountain Gold
Mines under the Option Agreement ($50,000) , year 1 exploration expenditures on the Property
($600,000), a reserve for year 2 exploration and acquisition costs for the Property ($600,000) and general
working capital ($200,000).
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).
In addition to other prospectus exemptions commonly relied on in private placements, the NFT Offering
and the Flow-Through Unit Offering will be available to existing shareholders of the Company who, as of
the close of business on February 2nd , 2026, held common shares of the Company (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 (the “ Existing Shareholder
Exemption”). The Existing Shareholder Exemption limits a shareholder to a maximum investment of
CAD$15,000 in a 12-month period unless the shareholder has obtaine d advice regarding the suitability
of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been
obtained from a person that is registered as an investment dealer in the jurisdiction. If the Company
receives subscr iptions from investors relying on the Existing Shareholder Exemption exceeding the
maximum NFT Offering, or Flow -Through Unit Offering the Company may adjust the subscriptions
received on a pro-rata basis.
The Company will also make the NFT Offering and Flow -Through Unit Offering available to certain
subscribers pursuant to BC Instrument 45 -536 - Exemption from Prospectus Requirement for Certain
Distributions Through an Investment Dealer (the “Investment Dealer Exemption ”). In accordance with
the requirements of the Investment Dealer Exemption, the Company confirms that there is no material
fact or material change about the Company that has not been generally disclosed.
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OVER-ALLOTMENT OPTION
The NFT Offering and the Flow -Through Unit Offering are subject to a 15% over -allotment option
pursuant to which the Company may sell an additional 1,500,000 NFT 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
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 C ompany identifies, acquires and finances with it s
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
www.transcanadagold.com
Mario Drolet
President
MI3 Communications Financierres 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.