On February 14, 2025, TDG Gold Corp. (“TDG Gold”) announced the closing of its non-brokered private placement (the “Offering”) and its acquisition the “Acquisition”) of a 100% interest in the Sofia Property (the “Sofia Property”).

TDG Gold raised aggregate gross proceeds of $15,500,000 in the Offering as follows:

• 14,000,000 charity-flow-through shares (the “CFT Shares”) at a purchase price of C$0.825 per CFT Share for gross proceeds of $11,500,000; and
• 8,000,000 non-flow-through shares (the “NFT Shares”) at a price of $0.50 per NFT Share for gross proceeds of $4,000,000.

The Sofia Property consists of a group of mineral tenures located in the Toodoggone District of north-central British Columbia that are contiguous with TDG Gold’s existing mineral claims, from a wholly owned subsidiary of Skeena Resources Limited (the “Vendor”).

The Acquisition was completed pursuant to a definitive purchase agreement dated February 14, 2025 (the “Purchase Agreement”). Pursuant to the Purchase Agreement, TDG Gold acquired the Sofia Property from the Vendor in consideration for 8,000,000 common shares (the “Consideration Shares”) at a deemed price of $0.50 per Consideration Share.

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.