TDG GOLD CORP. ANNOUNCES ADDITION OF FLOW-THROUGH SHARE TO BROKERED PRIVATE PLACEMENT All currencies are shown in Canadian dollars (C$)
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TDG Gold Corp.
Unit 1 - 15782 Marine Drive
White Rock, B.C. V4B 1E6
www.tdggold.com
TDG GOLD CORP. ANNOUNCES ADDITION OF FLOW-THROUGH SHARE TO BROKERED PRIVATE
PLACEMENT
All currencies are shown in Canadian dollars (C$) unless otherwise stated.
White Rock, British Columbia, March 16, 2022— TDG Gold Corp (TSXV: TDG) (the “Company” or
“TDG”) is pleased to announce that in connection with its previously announced “best efforts” private
placement offering (the “Offering”), it has agreed with Raymond James Ltd., on behalf of a syndicate of
agents (collectively, the “Agents”), to add flow-through shares (“FT Shares”) to the Offering. The Offering
will now be comprised of up to $10 million of charity flow -through shares, flow -through shares and
common shares with a minimum of $2 million of common shares.
The Offering will consist of a combination of charity flow-through shares of the Company (the “Charity FT
Shares”) at a price of $0.60 per Charity FT Share, the FT Shares at a price of $0.55 per FT Share and
common shares of the Company (the “Common Shares”) at a price of $0 .42 per Common Share, for
aggregate gross proceeds of up to $10 million.
As previously announced, the Company has granted the Agents an option (the “Over-Allotment Option”)
to offer for sale Charity FT Shares, FT Shares and / or Common Shares (or any com bination thereof),
representing up to an additional 15% of the Offering, at the Offering price, as applicable, exercisable in
whole or in part at any time for a period of up to 48 hours prior to the Closing Date.
“TDG is pleased to have received the support from several significant new institutional investors and looks
forward to closing this successful financing,” said Fletcher Morgan, Chief Executive Officer, TDG.
In consideration for their services in connection with the Offering, the Agents will receive a cash fee equal
to 6.5% of the gross proceeds raised in the Offering, and compensation warrants exercisable to acquire
the number of Common Shares equal to 6.5% of the number of Charity FT Shares, FT Shares and Common
Shares issued in the Offering, for a period of 18 months at an exercise price of $0.42, with reduced
compensation payable in respect of subscriptions by certain subscriber’s on a president’s list.
The gross proceeds from the Offering of Charity FT Shares and FT Shares will be used by the Company to
incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" (as
such terms are defined in the Income Tax Act ( Canada)) (the "Qualifying Expenditures") related to the
Company’s Projects on or before December 31, 2023. All Qualifying Expenditures will be renounced in
favour of the subscribers of the Charity FT Shares and FT Shares effective no later than December 31 ,
2022. The remaining net proceeds from the Offering of Common Shares will be used for general working
capital purposes.
The Offering is scheduled to close on or about April 7, 2022 and is subject to certain conditions including,
but not limited to, the r eceipt of all necessary regulatory and other approvals including the approval of
the TSX Venture Exchange.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and
may not be offered or sold within the United States or to or for the account or benefit of a U.S. person
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TDG Gold Corp.
Unit 1 - 15782 Marine Drive
White Rock, B.C. V4B 1E6
www.tdggold.com
(as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act
and applicable state securities laws or an exemption from such registration is available.
About TDG Gold Corp.
TDG is a major mineral claim holder in the historical Toodoggone Production Corridor of north -central
British Columbia, Canada, with over 23,000 hectares of brownfield and greenfield exploration
opportunities under direct ownership or earn -in agreement. TD G’s flagship projects are the former
producing, high grade gold-silver Shasta, Baker and Mets mines, which are all road accessible, produced
intermittently between 1981-2012, and have over 65,000 m of historical drilling. In 2021, TDG advanced
the projects through compilation of historical data, new geological mapping, geochemical and geophysical
surveys, and, for Shasta, drill testing of the known mineralization occurrences and their extensions. TDG
currently has 78,361,085 common shares issued and outstanding.
ON BEHALF OF THE BOARD
Fletcher Morgan
Chief Executive Officer
For further information contact:
TDG Gold Corp.,
Telephone: +1.604.536.2711
Email: [email protected]
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward- looking statements that are based on the Company’s current
expectations and estimates. Forward- looking statements are frequently characterized by words such as
“plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “suggest”, “indicate” and other
similar words or statements that certain events or conditions “may” or “will” occur. Forward looking
statements in this press release include statements regarding the completion of the Offering, the gross
proceeds to be raised in the Offering, and the planned use of proceeds of the Offering. Such forward-
looking statements involve known and unknown risks, uncertainties and other factors that could cause
actual events or results to differ materially from estimated or anticipated events or results implied or
expressed in such forward-looking statements. Such factors include, among others: the state of the equity
financing markets in Canada and other jurisdictions; the receipt of regulatory approvals; fluctuations in
metals prices, the actual results of current exploration activities; conclusions of economic evaluations;
changes in project parameters as plans to continue to be refined; possible variations in ore grade or
recovery rates; accidents, labour disputes and other risks of the mining industry; and delays in obtaining
governmental approvals or financing. There may be other factors that cause actions, events or results not
to be as anticipated, estimated or intended. Any forward-looking statement speaks only as of the date on
which it is made and, except as may be required by applicable securities laws, the Company disclaims any
intent or obligation to update any forward- looking statement, whether as a result of new information,
future events or results or oth erwise. Forward -looking statements are not guarantees of future
performance and accordingly undue reliance should not be put on such statements due to the inherent
uncertainty therein.