TDG GOLD Corp. Announces Closing of First Tranche and Upsizes Non-Brokered Private Placement
TDG Gold Corp.
Unit 1 - 15782 Marine Drive
White Rock, B.C. V4B 1E6
www.tdggold.com
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https://tdggold.com/news -2/2024-0 3/202 41113-02 /
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
TDG GOLD CORP. ANNOUNCES CLOSING OF FIRST TRANCHE AND UPSIZES NON-BROKERED PRIVATE
PLACEMENT
White Rock, British Columbia, November 14, 2024 - TDG Gold Corp (TSXV: TDG) (the “Company” or “TDG”)
is pleased to announce that it has closed the first tranche of the non-brokered private placement previously
announced on October 28, 2024 , and November 13, 2024 , (the “ Offering”), through the issuance of
4,757,715 non-flow-through units (the “ NFT Units”) at a purchase price of C$0.14 per NFT Unit (the “NFT
Offering Price”) and 656,250 flow-through shares (the “FT Shares”) at a purchase price of C$0.16 per FT
Share (the “FT Offering Price”), for total aggregate gross proceeds of C$771,080 (the “First Tranche”).
As previously described, the Company anticipates that, upon the closing of additional tranches, the Offering
will consist of a combination of charity flow-through units of the Company (the “Charity FT Units”) at a price
of C$0.20 per Charity FT Unit, FT Shares at the FT Offering Price, and NFT Units at the NFT Offering Price.
The Company also announces that it has increased the Offering to gross proceeds of up to $ 1,250,000, up
from the previously announced gross proceeds of up to $1,000,000.
Each Charity FT Unit will consist of one flow -through common share of the Company and one -half of one
non-flow-through common share purchase warrant. Each whole warrant will entitle the holder to acquire
one common share of the Company for an exercise price of C$0.20 per share for a period of 3 years following
completion of the Offering.
Each NFT Unit will consist of one non-flow-through common share of the Company and one-half of one non-
flow-through common share purchase warrant. Each whole warrant will entitle the holder to acquire one
common share of the Company for an exercise price o f C$0.20 per share for a period of 3 years following
completion of the Offering.
Each FT Share will consist of one flow-through common share of the Company.
The Company intends to use the net proceeds of the Offering for continued exploration on TDG’s mineral
properties, and general working capital.
In connection with the First Tranche, the Company paid aggregate cash finder’s fees of C$30,634 and issued
218,820 finder’s warrants to certain arm’s length finders. Each finder’s warrant is exercisable to acquire one
common share in the capital of the Company at a price of C$0.14 per share for a period of 3 years following
completion of the Offering.
The securities issued in connection with the Offering will be subject to a four-month and a day hold period.
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary
regulatory and other approvals including the approval of the TSX Venture Exchange.
Insider Participation
Fletcher Morgan, a director of the Company, participated in the First Tranche of the Offering with Dr. Morgan
subscribing for 156,250 FT Shares, which constitute s related party transactions pursuant to Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101”). There
has not been a material change in the percentage of the outstanding securities of the Company that are
individually or beneficially owned by Dr. Morgan as a result of his participation in the Offering. The Company
TDG Gold Corp.
Unit 1 - 15782 Marine Drive
White Rock, B.C. V4B 1E6
www.tdggold.com
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is exempt from the requirements to obtain a formal valuation and minority shareholder approval in
connection with the participation of the insiders in the Offering in reliance of the exemptions contained in
sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the insider participation
does not exceed 25% of the Company’s market capitalization as determined in accordance with MI 61-101.
The Company obtained approval by the board of directors of the Company of the Offering, with Dr. Morgan
declaring and abstaining from voting on the resolutions approving the Offering with respect to his
participation in the Offering. No materially contrary view or abstention was expressed or made by any
director of the Company in relation thereto.
Caution to US Investors
This news 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 U.S. Persons 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 tenure holder in the historical Toodoggone Production Corridor of north -central
British Columbia, Canada, with over 32,000 hectares of brownfield and greenfield exploration opportunities
under direct ownership. TDG’s flagship projects are the former producing, high-grade gold-silver Shasta and
Baker mines, which produced intermittently between 1981 -2012, and the historical high -grade gold Mets
developed prospect, all of which are road accessible, and combined have over 65,000 m of historical drilling.
The projects have been advanced through compilation of historical data, new geological mapping,
geochemical and geophysical surveys and, at Shasta, 13,250 m of modern HQ drill testing of the known
mineralization occurrences and their potential extensions. In May 2023, TDG published an updated Mineral
Resource Estimate for Shasta (news release May 01, 2023) which remains open at depth and along strike. In
January 2023, TDG defined a larger exploration target area adjacent to Shasta (‘Greater Shasta- Newberry’;
news release Jan 25, 2023). In Fall 2023, TDG published the first modern drill results from the Mets mining
lease (news releases Sep 07, 2023, Sep 11, 2023 and Nov 28, 2023). In early 2024, TDG identified new copper-
gold target areas over an expanded footprint covering ~53 sq.km known as the ‘Baker Complex’ (news
release Feb 28, 2024).
Qualified Person
The technical content of this news release has been reviewed and approved Steven Kramar, MSc., P.Geo.,
Vice President, Exploration for TDG Gold Corp., a qualified person as defined by National Instrument 43-101.
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]
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”,
TDG Gold Corp.
Unit 1 - 15782 Marine Drive
White Rock, B.C. V4B 1E6
www.tdggold.com
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“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 closing of the Offering and the amount of funds to be raised by the
Company, the anticipated closing date, 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 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 o bligation 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.