TDG GOLD CORP. ANNOUNCES BROKERED PRIVATE PLACEMENT All currencies are shown in Canadian dollars (C$)
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TDG Gold Corp.
Unit 1 - 15782 Marine Drive
White Rock, B.C. V4B 1E6
www.tdggold.com
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES
TDG GOLD CORP. ANNOUNCES BROKERED PRIVATE PLACEMENT
All currencies are shown in Canadian dollars (C$) unless otherwise stated.
White Rock, British Columbia, March 15, 2022. TDG Gold Corp. (TSXV: TDG) (the “Company” or “TDG”)
is pleased to announce that it has entered into an agreement with Raymond James Ltd. (“Raymond
James”), on behalf of a syndicate of agents (collectively, the “Agent s”), in connection with a “best
efforts” private placement offering of up to $10 million of charity flow through and common shares (the
“Offering”) 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, 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.
The Company has granted the Agents an option (the “Over -Allotment Option”) to offer for sale Charity
FT Shares and / or Common Shares (or any combination 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.
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% o f the number of Charity 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 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 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 receipt of all necessary regulatory an d 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 (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.
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TDG Gold Corp.
Unit 1 - 15782 Marine Drive
White Rock, B.C. V4B 1E6
www.tdggold.com
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. TDG’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 otherwise. 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.