TDG GOLD Corp. Announces Closing of Oversubscribed Non-Brokered Private Placement Final Tranche
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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 CLOSING OF OVERSUBSCRIBED NON-BROKERED PRIVATE PLACEMENT
FINAL TRANCHE
White Rock, British Columbia, November 10, 2023. TDG Gold Corp (TSXV: TDG) (the “Company” or
“TDG”) is pleased to announce that it has closed the second and final tranche of its non-brokered private
placement, as previously announced on October 2, 2023 and October 10, 2023 (the “Offering”), through
the issuance of 4,894,116 common shares (each, a “Share”) at a purchase price of C$0.17 per Share, for
total gross proceeds of C$832,000 (the “Final Tranche”).
Between the first and second tranches of the Offering, a total of 16,594,116 Shares were issued for total
aggregate gross proceeds of C $2,821,000, a n oversubsc ription of C$71,000 from the initial amount
announced on October 2, 2023, of C$2,750,000.
In connection with the first and second tranches of the Offering, the Company has paid a total of C$41,140
and issued 126,000 non-transferrable finder warrants (“Finder Warrants”) in satisfaction of finder’s fees
on the Offering. The Finder Warrants entitles the holder thereof to purchase one common share (a
“Warrant Share”) of the Company at a price of C$0.17 per Share for a period of twenty-four (24) months
from the issue date.
All Shares and Warrant Shares issued in connection with the Offering are subject to a four-month and one
day hold period , in accordance with applicable securities laws and the TSX Venture Exchange (the
“Exchange”) policies. The Offering is subject to the approval of the Exchange.
The Company intends to use the net proceeds of the Offering for continued exploration of the Company’s
mineral properties, and general working capital. Further details regarding the Offering and the proposed
use of proceeds are contained in the press release of the Company dated October 2, 2023.
Insider Participation
Michael Kosowan, Stephen Quin and Evandra Nakano , Directors of the Company, and Golden Oak
Corporate Services Ltd. (“Golden Oak”), a company owned by the Chief Financial Officer and Corporate
Secretary of the Company, participated in this Final Tranche of the Offering by subscribing for 500 ,000
Shares, 216,176 Shares, 125,000 Shares and 58,823 Shares respectively, which constitutes 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 M essrs. Kosowan
and Quin, Ms. Nakano or Golden Oak as a result of their participation in the Offering. The Company 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 t he Company’s market capitalization as determined in accordance
with MI 61-101. The Company obtained approval by the board of directors of the Company to the Offering,
with Messrs. Kosowan and Quin and Ms. Nakano declaring and abstaining from voting on the resolutions
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TDG Gold Corp.
Unit 1 - 15782 Marine Drive
White Rock, B.C. V4B 1E6
www.tdggold.com
approving the Offering with respect to each of their 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 23,000 hectares of brownfield and greenfield exploration
opportunities under direct ownership or earn -in agreement. T DG’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 (see TDG 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; see TDG news release January 25, 2023 ). In
September 2023, TDG published the first modern drill results from the Mets mining lease (see TDG news
releases September 07, 2023 and September 11, 2023).
Qualified Persons
The technical content of this new release has been reviewed and approved by Steven Kramar, P.Geo., Vice
President, Exploration for TDG and a Qualified Person, as defined under 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]
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.
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TDG Gold Corp.
Unit 1 - 15782 Marine Drive
White Rock, B.C. V4B 1E6
www.tdggold.com
This news release contains forward looking statements within the meaning of applicable securities laws.
Forward-looking information is characterized by words such as “anticipate”, “continue”, “expect”,
“intends”, “potential”, “proposed”, variants of these words and other similar words, phrases, or
statements that certain events or conditions “may” , “should” or “will” occur . In particular, this press
release contains forward looking statements concerning the anticipated use of proceed s; the use of
proceeds; the results of exploration funded thereby; the potential for extensions to the known
mineralization including whether further exploration will identify mineralization at depth and along strike;
and the potential of the Mets prospect . Although the Company believes that the expectations and
assumptions on which the forward looking statements are reasonable, undue reliance should not be placed
on the forward looking statements because the Company cannot give any assurance that they will prove
correct. Since forward looking statements address future events and conditions, they involve inherent
assumptions, risks and uncertainties. Actual results could differ materially from those currently anticipated
due to a number of assumptions, factors and risks. These assumptions and risks include, but are not limited
to, assumptions and risks associated with the state of financial markets and metals prices, and receipt of
regulatory approvals. Although the Company believes that the assumptions and factors used in preparing
the forward-looking information in this news release are reasonable, undue reliance should not be placed
on such information. The Company disclaims any intention or obligation to update or revise any forward-
looking information, other than as required by applicable securities laws.