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Trojan Gold Inc. (CSE: TGII) (the "Company" or "Trojan") is pleased to announce that it has closed its previously announced non-brokered private placement (the "Offering") of units, originally announced on February 24, 2026. Pursuant to the Offering, the Company issued an aggregate of 501,390 units (the "Units") at a deemed price of $0.10 per Unit.
The Units were issued in settlement of outstanding indebtedness of the Company to certain creditors in the amount of $50,139.
Each Unit consists of one common share in the capital of the Company (a "Common Share") and one half of one common share purchase warrant (each whole common share purchase warrant, a Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share for a price of CDN$0.15 for a period of 24 months, subject to acceleration in certain circumstances.
All securities issued pursuant to the Offering are subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws.
Certain insiders of the Company participated in the Offering, which constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to Sections 5.5(a) and 5.7(1)(a), respectively, as neither the fair market value of the securities issued to insiders, nor the consideration for such securities, exceeds 25% of the Company's market capitalization. No new insiders were created, nor did any change of control occur, as a result of the Offering.
The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
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 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.
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. 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, risks (including but not limited to risks faced by issuers in the mining industry generally) as described in the Company's public disclosure record at www.sedarplus.ca.
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/290002
