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Trojan Gold Inc. Closes a Non-Brokered Unit Offering

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Trojan Gold (OTC:TRJGF) closed a non-brokered private placement of 1,000,000 Units at $0.10 per Unit for total gross proceeds of $100,000 on April 24, 2026. Each Unit comprises one flow-through common share and one warrant exercisable at $0.15 for 24 months. Securities are subject to a four-month and one-day hold.

The company intends to use proceeds to incur Canadian exploration expenses that qualify as flow through critical mineral mining expenditures. The issuance was treated as a related party transaction under MI 61-101 and relied on available exemptions.

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AI-generated analysis. Not financial advice.

Positive

  • Raised $100,000 via issuance of 1,000,000 Units
  • Units include flow-through shares to fund Canadian exploration expenses
  • Each Unit includes a $0.15 warrant exercisable for 24 months

Negative

  • Issuance constitutes a related party transaction under MI 61-101 (exemptions relied upon)
  • All securities subject to a four-month and one-day hold period, limiting immediate liquidity

Toronto, Ontario--(Newsfile Corp. - April 24, 2026) - Trojan Gold Inc. (CSE: TGII) (the "Company") is pleased to announce that it has closed a non-brokered private placement of units ("Units") through the issuance of 1,000,000 Units at a price of $0.10 per Unit for total gross proceeds of $100,000.

The Units are comprised of one common share in the capital of the Company which will be issued as a "flow-through share" pursuant to the Income Tax Act (Canada) and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one additional common share in the capital of the Company for a period of 24 months from the closing date at an exercise price of $0.15, subject to acceleration in certain circumstances.

All securities comprising the Units are subject to a four-month and one-day hold period from the closing date. No finders' fees were paid in connection with the issuance of the Units.

The Company intends to use the gross proceeds from the sale of the Units to incur exploration expenses that are eligible "Canadian exploration expenses" that qualify as "flow through critical mineral mining expenditures" as such terms are defined in the Income Tax Act (Canada).

The issuance of the Units in the private placement constitutes a "related party transaction" as such term is defined by Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on the exemptions from the MI 61-101 valuation and minority approval requirements for related parties that are set out in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the issuance of the Units, exceeds 25% of the Company's market capitalization (as determined under MI 61-101).

About Trojan Gold Inc.

Trojan is an active Ontario-based prospect generator junior exploration company, led by a team of professionals having exploration, engineering, project financing and permitting experience. Trojan has accumulated land positions in the Beardmore-Geraldton Gold Camp, Hemlo Gold Camp and Shebandowan Greenstone Belt which in management's view represent mineral exploration potential. For further information on the Company, please visit www.trojangold.com. Trojan is listed on the Canadian Securities Exchange under the symbol (CSE: TGII) and on the Frankfurt Exchange under the symbol KC1.

For further information, please contact:
Charles J. Elbourne, President & CEO
Trojan Gold Inc.
82 Richmond St. East, Suite 401
Toronto, Ontario M5C 1P1 
Telephone: 416-315-6490 
Email: elbourne007@gmail.com 
Website: www.trojangold.com

Further Information

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as "may", "will", "expect", "likely", "should", "would", "plan", "anticipate", "intend", "potential", "proposed", "estimate", "believe" or the negative of these terms, or other similar words, expressions, and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy. Forward-looking information contained in this press release includes, but is not limited to, statements relating to the potential of the Company's properties and the anticipated use of proceeds from the private placement described in this press release.

Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is based on assumptions made in good faith and believed to have a reasonable basis. Such assumptions include, without limitation, that the Company will have the necessary resources to complete exploration activities as currently anticipated, or at all.

However, forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected, or implied by such forward-looking statements. Such risks include, but are not limited to, the risk that the Company will not be able to complete expected work on its properties (or any work at all), as well as other risk factors as disclosed in the Company's continuous disclosure record on SEDAR+.

Accordingly, undue reliance should not be placed on forward-looking statements and the forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained herein are made as at the date hereof and are based on the beliefs, estimates, expectations, and opinions of management on such date. The Company does not undertake any obligation to update publicly or revise any such forward-looking statements or any forward-looking statements contained in any other documents whether as a result of new information, future events or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required under applicable securities law. Readers are cautioned to consider these and other factors, uncertainties, and potential events carefully and not to put undue reliance on forward-looking information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/294101

FAQ

What did Trojan Gold (TRJGF) announce in the April 24, 2026 private placement?

They closed a non-brokered placement of 1,000,000 Units at $0.10, raising $100,000. According to the company, each Unit is one flow-through share plus one warrant exercisable at $0.15 for 24 months.

How will Trojan Gold (TRJGF) use the $100,000 raised on April 24, 2026?

The proceeds will fund Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures. According to the company, spending will be incurred to meet Income Tax Act flow-through requirements.

What are the warrant terms included in Trojan Gold's (TRJGF) April 24, 2026 Units?

Each Unit includes one warrant exercisable at $0.15 for a period of 24 months. According to the company, warrants are subject to acceleration in certain circumstances.

Are there any transfer or trading restrictions on the Units issued by Trojan Gold (TRJGF)?

Yes. All securities comprising the Units are subject to a four-month and one-day hold period from closing. According to the company, this hold period restricts resale until expiry.

Was Trojan Gold's (TRJGF) private placement subject to MI 61-101 requirements?

The issuance was a related party transaction under MI 61-101, and the company relied on exemptions from valuation and minority approval. According to the company, the values did not exceed 25% of market capitalization.