TDG GOLD CORP. ANNOUNCES CLOSING OF $9.7 MILLION EQUITY OFFERING All currencies are shown in Canadian dollars (C$)
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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 CLOSING OF $9.7 MILLION EQUITY OFFERING
All currencies are shown in Canadian dollars (C$) unless otherwise stated.
White Rock, British Columbia, April 7, 2022—TDG Gold Corp (TSXV: TDG) (the “Company” or “TDG”) is
pleased to announce that it has closed its previously announced private placement financing (the
“Offering”). The Offering consisted of the issuance of (i) 10,600,000 charity flow -through shares of the
Company (the “Charity FT Shares ”) at a price of $0.60 per Charity FT Share for gross proceeds of
$6,360,000; (ii) 2,181,819 flow-through shares of the Company (the “FT Shares”) at a price of $0.55 per
FT Share for gross proceeds of $1,200,-000; (iii) 5,200,238 common shares of the Company (the “Common
Shares”) at a price of $0.42 per Common Shares for gross proceeds of $2,184,100. In aggregate, the gross
proceeds to the Company total $9,744,100.
The Offering was conducted by a syndicate of agents bookrun by Raymond Ja mes Ltd. (collectively, the
“Agents”).
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.
In connection with the Offering, the Agents received a cash fee of $535,866.53. In addition, the Company
granted the Agents 1,003,504 non-transferable compensation warrants of the Company (the
“Compensation Warrants”). The Company also paid aggregate cash finder’s fees of $153,333 and granted
312,741 Compensation Warrants to four arm’ s length finders in connection with the Offering. Each
Compensation Warrant entitles the holder thereof to purchase one common share of the Company at an
exercise price of $0.42 per common share expiring on October 7, 2023. All securities issued in connection
with the Offering are subject to a four-month hold period expiring on August 8, 2022 in accordance with
applicable securities laws and TSX Venture Exchange policies. The Offering was completed on a private
placement basis pursuant to prospectus exemptions under applicable securities laws and is subject to final
acceptance by the TSX Venture Exchange.
This press release does not constitute an offer to sell or a solicitatio n 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.
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
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TDG Gold Corp.
Unit 1 - 15782 Marine Drive
White Rock, B.C. V4B 1E6
www.tdggold.com
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 96,343,142 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 poli cies
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 final acceptance of the TSX Venture
Exchange, 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 resul ts 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.