On July 7, 2023, TDG Gold Corp. (“TDG Gold”) announced the closing of its brokered private placement (the “Private Placement”) of: (i) 3,830,000 charity flow-through units of TDG Gold (each, a “Charity FT Unit”) at a purchase price of $0.45 per Charity FT Unit, (ii) 1,371,458 flow-through shares of TDG Gold (each, a “FT Share”) at a purchase price of $0.35 per FT Share, and (iii) 4,074,834 non-flow-through units of TDG Gold (each, a “NFT Unit”) at a purchase price of $0.30 per NFT Unit, for aggregate gross proceeds of $3,425,960. Each Charity FT Unit consisted of one common share of TDG Gold issued on a flow-through basis under the Income Tax Act (Canada) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each NFT Unit consisted of one non-flow-through common share of TDG Gold and one-half of one Warrant. Each Warrant entitles the holder thereof to purchase one non-flow-through common share of TDG Gold at an exercise price of $0.42 per share for a period of 36 months. The Private Placement was led by Raymond James Ltd. with a syndicate of agents acting on a “best efforts” basis.

The offering of Charity FT Units in the Private Placement utilized the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions. The securities issued to purchasers in reliance on this prospectus exemption are not subject to a hold period pursuant to applicable Canadian securities laws.

TDG Gold is a mineral exploration and development company that holds mineral claims in the Toodoggone district of British Columbia, which include the former producing Shasta and Baker mines.

Further details regarding TDG Gold and the Private Placement can be found on TDG Gold’s website. TDG Gold trades under the symbol “TDG” on the TSX Venture Exchange.