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% interest. Aggregate costs for the project are anticipated to be $1,700,000 with the Company’s share of the 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 farmee 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 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 paying 18.75% to earn 18.75% interest. Participation by the Company in the drilling of any such additional wells may be subject to the 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 certain insiders as subscribers under the Offering. Insiders subscribed for 5,000,000 Units for aggregate proceeds of $250,000 pursuant to the Offering The 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 exploration 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
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.