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Trans Canada Gold Proposes Up to $1.5 Million CDN Private Placement for Harrison Lake Phase 2 Drilling

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FAQSIR News Desk
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Trans Canada Gold Corp. (TSXV:TTG; OTCQB:TTGXF) has proposed a non-brokered private placement with gross proceeds of up to $1.5 Million CDN. The financing is intended to support Phase 2 exploration, underground and surface drilling at the Harrison Lake Gold Project in southwestern British Columbia, as well as general working capital.

#Two components make up the proposed financing

The flow-through portion would comprise up to 3,947,368 FT Units priced at $0.19 per FT Unit, generating total gross proceeds of up to $750,000, excluding proceeds from warrant exercises. Each FT Unit would contain one flow-through common share and one-half of one share purchase warrant.

Each whole warrant attached to an FT Unit would be exercisable for one non-flow-through common share at $0.30 per share for two years from the date of issuance. The company said the flow-through shares qualify as flow-through shares under the Income Tax Act (Canada).

The non-flow-through offering would comprise up to 4,411,764 Units at CDN $0.17 per Unit, for total gross proceeds of up to $750,000, also excluding proceeds from warrant exercises. Each Unit would include one common share and one-half of one share purchase warrant. Each whole warrant would be exercisable for one non-flow-through common share at $0.30 per share for two years from the date of issuance.

#Regulatory approval and closing conditions

The flow-through and non-flow-through offerings together form the proposed Offering. It remains subject to approval from the TSX Venture Exchange. Securities issued under the Offering would be subject to a four month hold period from the date of issue in accordance with applicable securities laws.

The company said the Offering is being conducted under prospectus exemptions available for private placements. Closing is expected by mid October 2026, meaning the financing had not been completed when it was announced.

#Planned use of proceeds

Trans Canada Gold intends to apply net proceeds from the flow-through offering to eligible Canadian exploration expenditures related to exploration drilling at the Harrison Lake Gold Project area. The company said those expenditures will be renounced for the 2026 tax year.

The company also intends to use proceeds from the Offering for Phase 2 exploration, underground and surface drilling costs for the Property, described in the announcement as a $1,500,000 Budget, and general working capital.

#Proposed Phase 2 drilling programme

The underground programme includes a minimum of 2,500 meters of drilling. The stated underground budget includes Supervision and 3-D Geological modelling ($100,000), Mobilization and Technical Support ($100,000), underground drilling ($375,000), First Aid and Mine Act Compliance ($100,000), Assaying ($75,000) and contingency ($100,000).

The proposed surface programme includes 1500 meters of drilling across 15 Holes. Its listed budget includes Geological Supervision and surface exploration work ($150,000), Mobilization and Technical Support ($100,000), drilling ($225,000), Assays ($150,000) and a 10% contingency.

Trans Canada Gold said Phase 1 drilling at Harrison Lake has been completed. Drill core is being secured, stored, catalogued and prepared for analysis, splitting and logging. The company said the core will be tested for gold using the Photon Assay method and that prior use of the method on the Property materially increased grades in tested samples. The company said this work could increase the project's gold grade.

Underground work and drilling are under the supervision of Carl von Einsiedel, P. Geo., the company's Project Manager.

#Over-allotment option

The Offering includes a 15% over-allotment option. Under the option, the company may sell an additional 661,765 NFT Units for aggregate gross proceeds of up to an additional $112,500 and an additional 592,105 FT Units for aggregate gross proceeds of up to an additional $112,500.

#Existing shareholder participation

Shareholders who held common shares as of the close of business on Sept 13 th, 2026, and continue to hold those shares on the closing date, may participate under the Existing Shareholder Exemption in BC Instrument 45-534 and similar instruments in other Canadian jurisdictions.

The exemption limits a shareholder to a maximum investment of CAD$15,000 in a 12-month period unless the shareholder has obtained advice on the suitability of the investment. Where the shareholder is resident in a Canadian jurisdiction, that advice must come from a person registered as an investment dealer in that jurisdiction. If subscriptions relying on the exemption exceed the maximum Offering, the company may adjust subscriptions on a pro-rata basis.

The Offering will also be available to certain subscribers under the Investment Dealer Exemption in BC Instrument 45-536. The company confirmed that, for the purposes of that exemption, there is no material fact or material change about the company that has not been generally disclosed.

#Company and project context

Trans Canada Gold describes the Harrison Lake mineralisation as a Reduced Intrusion Related Gold System, with gold occurring in sheeted quartz veins in diorite intrusions. The company said the mineralised intrusions are located along a regionally extensive shear zone beside a large diorite batholith.

The company is focused on gold exploration in Canada and also develops conventional heavy oil exploration opportunities in Alberta through working-interest partnerships. It said it is reviewing operating efficiency and working to lower operating costs with the intention of maximising future underground and surface drilling opportunities.

#Key Takeaways

  • Trans Canada Gold has proposed a non-brokered private placement with gross proceeds of up to $1.5 Million CDN.
  • The financing comprises flow-through and non-flow-through offerings, each targeting total gross proceeds of up to $750,000.
  • The proposed proceeds are intended to support Phase 2 underground and surface drilling at the Harrison Lake Gold Project and general working capital.
  • The Offering requires TSX Venture Exchange approval, and issued securities would carry a four month hold period from the date of issue.
  • A 15% over-allotment option covers an additional 661,765 NFT Units and an additional 592,105 FT Units, each for aggregate gross proceeds of up to an additional $112,500.

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Frequently Asked Questions

Trans Canada Gold Corp. (TSXV:TTG)(OTCQB:TTGXF) proposes to raise gross proceeds of up to $1.5 Million through a non-brokered private placement. The financing comprises a flow-through unit offering and a non-flow-through unit offering, each with gross proceeds of up to $750,000. The offering remains subject to approval from the TSX Venture Exchange and applicable securities-law requirements.
The company proposes to issue up to 3,947,368 FT Units at a subscription price of $0.19 per FT Unit, for total gross proceeds of up to $750,000, exclusive of proceeds from warrant exercises. Each FT Unit consists of one flow-through common share and one-half of one share purchase warrant. Each whole warrant is exercisable into one non-flow-through common share at an exercise price of $0.30 per share for a period of two years from the date of issuance. The flow-through shares are intended to qualify as flow-through shares under the Income Tax Act (Canada).
The company proposes to issue up to 4,411,764 Units at a subscription price of CDN $0.17 per Unit, for total gross proceeds of up to $750,000, exclusive of proceeds from warrant exercises. Each Unit consists of one common share and one-half of one share purchase warrant. Each whole warrant is exercisable into one non-flow-through common share at an exercise price of $0.30 per share for a period of two years from the date of issuance.
The offering is subject to approval from the TSX Venture Exchange and is being conducted under prospectus exemptions applicable to private placements. Securities issued pursuant to the offering will be subject to a four month hold period from the date of issue in accordance with applicable securities laws. The company states that closing is expected to occur by mid October 2026, so the financing had not been completed as of the announcement.
The offering is subject to a 15% over-allotment option. Under that option, the company may sell an additional 661,765 NFT Units for aggregate gross proceeds of up to an additional $112,500 and an additional 592,105 FT Units for aggregate gross proceeds of up to an additional $112,500.
The company states that net proceeds from the flow-through unit offering will be used for eligible Canadian exploration expenditures connected with exploration drilling at the Harrison Lake Gold Project area, with those expenditures to be renounced for the 2026 tax year. It also intends to use proceeds from the offering for Phase 2 exploration, underground and surface drilling costs for the Property, described in the release as a $1,500,000 Budget, and general working capital. Further terms and uses may apply.
The proposed Phase 2 underground programme includes completing minimum 2,500 meters of underground drilling, together with supervision, 3-D geological modelling, mobilisation and technical support, First Aid and Mine Act Compliance, assaying and contingency items. The proposed surface programme includes drilling 1500 meters in 15 Holes, geological supervision and surface exploration work, mobilisation and technical support, assays and a 10% contingency. The company states that Phase 1 drilling has been completed and that drill core is being secured, catalogued and prepared for analysis, splitting and logging.
Existing shareholders who held common shares as of the close of business on Sept 13 th, 2026, and continue to hold them as of the closing date, may participate under the Existing Shareholder Exemption, subject to applicable conditions. That exemption limits a shareholder to a maximum investment of CAD$15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment, including from a person registered as an investment dealer in the relevant Canadian jurisdiction where applicable. If subscriptions exceed the maximum offering, the company may adjust subscriptions on a pro-rata basis.