Trans Canada GOLD Corp. Closes $500,000 Non-Brokered Private Placement
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TRANS CANADA GOLD CORP.
c/o Suite 1200 - 750 West Pender Street ∙ Vancouver ∙ British Columbia ∙ V6C 2T8
Telephone: (604) 681-3131
NEWS RELEASE
May 17th, 2023 TSX-V Trading Symbol: TTG
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TRANS CANADA GOLD CORP. CLOSES $500,000 NON-BROKERED PRIVATE PLACEMENT
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VANCOUVER, B.C. – Trans Canada Gold Corp . (TSX-V: TTG) (“Trans Canada ” or the “Company ”), is
pleased to announce that it has closed its previously announced non-brokered private placement
financing of 10,000,000 units (the “Units”) at a price of CDN $0.05 per Unit to raise gross proceeds of up
to $500,000 CDN (the “Offering”).
Each Unit will consist of one (1) common share and one (1) common share purchase warrant ( a
“Warrant”), each Warrant entitling the holder to purchase one additional common share in the capital
of the Company at an exercise price of $0. 15 per share for a period of three (3) years from the date of
issuance.
Gross proceeds from the Offering will be used by the Company to drill a multi-Lateral Horizontal heavy
oil well slated for mid-June. The well is surveyed and fully permitted and approved by Alberta Energy.
The well is being drilled pursuant to a one-well farmout agreement (the “Farmout Agreement”) with
Croverro Energy Ltd. of Calgary, Alberta, (“ Croverro”) as farmor. The Company intends to use the
balance of proceeds of the Offering for any new costs associated with drilling and exploration of the
Company’s oil & gas assets , legal, accounting costs and general working capital. Participation in the
Farmout Agreement is subject to TSXV approval.
As previously disclosed (see news releases dated October 12, 2022, January 10, 2023 and April 13, 2023),
under the terms of the Farmout Agreement, Trans Canada as farmee must pay 25% of Croverro’s share
of the cost to drill, complete and fully equip or abandon the well to earn an 18.75% net working interest.
Croverro as farmor will be carried for a 6.25% int erest. Aggregate costs for the project are anticipated
to be $1,700,000, with the Company’s share of those costs being $425,000. The Farmout Agreement
involves three other farmees, each participating on the same terms as the Company (paying 25% of costs
to earn an 18.75% net working interest). All of the parties to the Farmout Agreement are arm’s length
parties to the Company, with the exception of Genautica LLC, which is a shareholder and insider of the
Company. Genautica LLC is participating as a f armee and is not receiving any consideration from or
providing any consideration to the Company in connection with the Farmout Agreement . Croverro will
be operator of the well under the terms of the Farmout Agreement. Completion of the financing was
the last material condition to TSXV approval of the Farmout Agreement.
As disclosed in prior news releases, the Company has a first right of refusal on an area of mutual interest
(“AMI”) of approximately one mile in each direction from the proposed well. Additional wells within the
AMI, if the Company elects to participate, will be drilled on a non -promoted basis with Trans Canada
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paying 18.75% to earn an 18.75% interest. Drilling costs for any such additional wells may be subject to
TSXV approval.
No finders’ fees were paid in connection with the Offering. All of the securities issued in connection with
the Offering will be subject to a four month hold period expiring on September 18, 2023.
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 c ertain insiders as subscribers under the
Offering. Insiders subscribed for 5,000,000 Units for aggregate proceeds of $250,000 pursuant to the
Offering. T he Company is exempt 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 per cent of the Company’ s
market capitalization.
ABOUT TRANS CANADA GOLD CORP. – GOLD MINERAL EXPLORATION/ OIL AND GAS PRODUCTION
The Company is a Canadian Gold and Mineral Exploration and Oil & Gas Resource Development Company
that is currently focused on developing its’ Oil & Gas assets and maintaining its District Scale Gold
exploration projects in Ontario, increasing its production capabilities, and obtaining potential future oil
production revenues. The Company identifies, acquires and finances the acquisition of gold exploration
properties and the ongoing development of mining and oil and gas assets primarily situated in Canada, a
time-honored safe mineral exploration jurisdiction. The Company is currently permitting and developing
a number of District Scale gold mineral exploration property opportunities, and identifying low risk
exploration opportunities through selective acquisitions and development of mining exploration assets
situated in these favorable resource jurisdictions. The Company has qualified Senior exploration
management and Geological Mining teams of professionals, seasoned in exploration production, field
exploration and drilling. 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 explor ation and development of mining, 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
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.