Trans Canada Gold Corp. ($TTG) Announces New Flow-Through Unit Offering
VANCOUVER, BC / ACCESS Newswire / February 23, 2026 / Trans Canada Gold Corp. (TSXV:TTG)(OTCQB:TTGXF) is excited to announce an addition to its previously disclosed 10,000,000 unit non-brokered private placement (the "NFT Unit Offering") as detailed in the news release dated February 4, 2026. The company will now offer an additional 2,777,777 units of the Company, to be issued on a "flow-through" basis under applicable tax law (the "FT Units"). Each FT Unit will be available at a subscription price of $0.18, aiming for total gross proceeds of up to $500,000, exclusive of the proceeds from the exercise of the warrants accompanying the FT Units.
Details of the Flow-Through Unit Offering
Each FT Unit will consist of one (1) flow-through common share and one-half (1/2) of a common share purchase warrant, with each whole warrant exercisable for one (1) non-flow-through common share at an exercise price of $0.30 for a period of two (2) years from the date of issuance. The flow-through shares qualify as a "flow-through share" under the Income Tax Act (Canada).
Finder's Fee and Participation
The Company has agreed to compensate finders with a fee equal to 6% of the gross proceeds from the Flow-Through Unit Offering, payable to arm's length parties. Management and directors may participate in the offering up to a maximum of $100,000.
Use of Proceeds
The net proceeds from the Flow-Through Unit Offering will be directed towards eligible Canadian exploration expenditures related to the exploration drilling activities at the Harrison Lake Gold Project in Southwestern BC (the "Property"). These expenditures will be renounced for the 2026 tax year, with closing expected by mid-March 2026.
About the NFT Unit Offering
Previously, the Company announced a non-brokered private placement financing of 10,000,000 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, each exercisable at $0.30 for three (3) years from the issuance date.
Proceeds Allocation
The Company plans to allocate the net proceeds from the NFT Offering for various costs, including due diligence for the acquisition of the Property and initial exploration expenditures totaling $600,000.
Existing Shareholder and Investment Dealer Exemptions
The NFT and Flow-Through Unit Offerings will be available to existing shareholders, subject to the BC Instrument 45-534 exemption. The Company also confirms it meets the requirements for the Investment Dealer Exemption.
Over-Allotment Option
The Company has a 15% over-allotment option allowing it to sell an additional 1,500,000 NFT Units and 416,667 FT Units, raising up to an additional $300,000.
About Trans Canada Gold Corp.
Trans Canada Gold Corp. is a Canadian exploration company focused on acquiring and drilling advanced gold, silver, and critical base metal mineral assets in Canada. The Company also develops oil and gas properties to enhance production capabilities and revenue through responsible exploration. The team is experienced in managing exploration and production properties with a commitment to minimizing risk and maximizing long-term asset value.
For further information, please contact:
Tim Coupland, President and CEO
Trans Canada Gold Corp.
Tel: (604) 681-3131
astar@telus.net
www.transcanadagold.com
Mario Drolet, President
MI3 Communications Financierres Inc., Montreal Quebec
Tel: (514) 904-1333
Cell: (514) 340-3813
E-Mail: Mario@mI3.ca
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