On July 14, 2025, TDG Gold Corp. (“TDG Gold”) announced the closing of its bought deal private placement (the “Offering”) and its acquisition the “Acquisition”) of Anyox Copper Ltd. (“Anyox”).

TDG Gold raised aggregate gross proceeds of $28,757,850 in the Offering through the issuance of:

• 17,150,000 non-flow-through common shares (the “NFT Shares”) (including 2,150,000 NFT Shares issued pursuant to the Underwriters’ (as defined below) over-allotment option (the “Underwriters’ Option”)) at a purchase price of $0.60 per NFT Share for gross proceeds of $10,290,000;
• 13,455,000 non-critical mineral charity flow-through common shares (“Non-Critical CFT Shares”) (including 1,755,000 Non-Critical CFT Shares issued pursuant to the Underwriters’ Option) at a purchase price of $0.84 per Non-Critical CFT Share for gross proceeds of $11,302,200; and
• 7,705,000 critical mineral charity flow-through common shares (“Critical CFT Shares”) (including 1,005,000 Critical CFT Shares issued pursuant to the Underwriters’ Option) at a price of $0.93 per Critical CFT Share for gross proceeds of $7,165,650.

The Offering was led by BMO Capital Markets, acting as lead manager and sole bookrunner, together with Clarus Securities, acting as co-lead underwriter, and on behalf of a syndicate of underwriters including Haywood Securities Inc. and Agentis Capital Markets Limited Partnership (collectively, the “Underwriters”).

Anyox represents a unique opportunity to expand TDG Gold’s exploration portfolio. Located in the southern tip of British Columbia’s renowned ‘Golden Triangle’, Anyox is host to the former underground high-grade Hidden Creek copper mine (1914-1935).

The Acquisition was completed pursuant to an amalgamation agreement dated June 16, 2025 (the “Amalgamation Agreement”) between TDG Gold, Anyox and a wholly-owned subsidiary of TDG Gold (“Subco”). Pursuant to the Amalgamation Agreement, Anyox amalgamated with Subco, and the TDG Gold acquired all of the outstanding common shares of Anyox in exchange for 54,559,565 common shares in the capital of TDG Gold (the “Consideration Shares”). Upon completion of the Transaction, former Anyox shareholders hold 20% of the outstanding common shares of TDG Gold. The deemed price of each Consideration Share is $0.60.

TDG Gold is a major mineral tenure holder in the historical Toodoggone Production Corridor of north-central British Columbia, Canada, with 100% ownership of over 41,000 hectares of brownfield and greenfield exploration ground.

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