TDG GOLD Corp. Announces Closing of Private Placement
TDG Gold Corp.
Unit 1 - 15782 Marine Drive
White Rock, B.C. V4B 1E6
www.tdggold.com
Page 1 of 3
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
TDG GOLD CORP. ANNOUNCES CLOSING OF PRIVATE PLACEMENT
White Rock, British Columbia, July 7 , 2023—TDG Gold Corp (TSXV: TDG) (the “Company” or “TDG”) is
pleased to announce that it has closed the final tranche of its private placement described in the press
release dated June 19 , 2023 (the “ Offering”) consi sting in the issuance of: (i) 3,830,000 charit y flow -
through units of the Company (each, a “Charity FT Unit”) at a purchase price of $0.45 per Charity FT Unit;
(ii) 43,000 common shares issued on a flow-through basis under the Income Tax Act (Canada) (each, a “FT
Share”) at a purchase price of $0.35 per FT Share; and (iii) 495,334 hard dollar units of the Company (each,
a “Hard Dollar Unit”) at a purchase price of $0.30 per Hard Dollar Unit, for total gros s proceeds in this
final tranche to the Company of $1,887,150. The Offering was led by Raymond James Ltd. together with
its syndicate of agents (collectively, the “ Agents”). The Company previously completed the first tranche
of the Offering for total gross proceeds of $1,538,810, as announced in the press release of the Company
dated April 26, 2023, bringing total proceeds to $3,425,960.
Each Charity FT Unit consisted of one common share of the Company issued on a flow-through basis under
the Income Tax Act (Canada) and one -half of one non -flow-through common share purchase warrant
(each whole warrant, a “Charity Warrant”). The gross proceeds received by the Company from the sale
of the Charity FT Units will be used to incur eligible expenses and w ill constitute "Canadian exploration
expenses" (“CEE ”) as defined in subsection 66.1(6) of the Income Tax Act (Canada) that qualify as “flow-
through mining expenditures” within the meaning of section 127(9) of the Income Tax Act (Canada), and
for a subscriber who is an individual (other than a trust or estate) either resident in British Columbia for
the purposes of the Income Tax Act (British Columbia) on December 31, 2023 or otherwise liable to pay
income tax in the Province of British Columbia for his or her taxation year ending on December 31, 2023,
a “BC flow-through mining expenditure” as defined in subsection 4.721(1) of the Income Tax Act (British
Columbia). Each Hard Dollar Unit consisted of one non-flow-through common share of the Company and
one-half of one non-flow-through common share purchase warrant of the Company (each whole warrant,
a “Hard Dollar Warrant”). Each Charity Warrant and Hard Dollar Warrant entitles the holder thereof to
purchase one non-flow-through common share of the Company at an exercise price of $0.42 per share
until July 7, 2026 (the “Expiry Date”).
The Company intends to use the net proceeds of the Offering for continued exploration on the Company’s
mineral properties, and general working capital. The Offering was completed on a private placement basis
pursuant to prospectus exemptions under applicable securities laws, with the offering of Charity FT Units
completed under the listed issu er financing exemption under Part 5A of National Instrument 45 -106 –
Prospectus Exemptions. The Offering is subject to final acceptance by the TSX Venture Exchange (the
“Exchange”).
In connection with this final tranche of the Offering, the Agents received a cash fee of $99,483 and non-
transferable compensation warrants of the Company exercisable for a total of 131,050 non-flow-through
common shares of the Company at an exercise price of $0.30 per share until the Expiry Date. The Company
also paid aggregate cash finder’s fees of $ 31,300 and granted 54,000 non-transferable compensation
warrants of the Company (each, a “ Compensation Warrant”) to arm’s length finders of th e Company in
connection with this final tranche of the Offering. Each Compensation Warrant entitles the holder thereof
to purchase one non-flow-through common share of the Company at an exercise price of $0.30 per share
until the Expiry Date . Except for the securities issued in connection with the Charity FT Unit offering to
non-insiders of the Company, the securities issued in connection with the Offering are subject to a four-
month hold period expiring on November 8 , 2023 in accordance with applicable securities laws and the
Exchange policies.
TDG Gold Corp.
Unit 1 - 15782 Marine Drive
White Rock, B.C. V4B 1E6
www.tdggold.com
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Fletcher Morgan, Chief Executive Officer and a Director of the Company, and Michael Kosowan, a Director
of the Company, participated in this final tranche of the Offering by subscribing for 33,500 Hard Dollar
Units by Dr. Morgan and 400,000 Charity FT Units by Mr. Kosowan , which constitute 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 owned by Dr. Morgan or Mr. Kosowan 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 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 to the Offering , with Dr. Morgan and Mr. Kosowan declaring and
abstaining from voting on the resolutions 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.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there
be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation
or sale would be unlawful. The securities have not been registered under the United States Securities Act
of 1933, as amended, and may not be offered or sold in the United S tates absent registration or an
applicable exemption from the registration requirements thereunder.
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 o r earn -in agreement. TDG’s flagship projects are the former
producing, high-grade gold-silver Shasta, Mets and Baker mines, which are all road accessible, produced
intermittently between 1981-2012, and have over 65,000 m of historical drilling. The project s 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) and 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 ) with drill- ready targets where TDG aims to undertake follow- up exploration
activities in 2023.
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.
TDG Gold Corp.
Unit 1 - 15782 Marine Drive
White Rock, B.C. V4B 1E6
www.tdggold.com
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This news rel ease 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”, “intend”, “anticipate”, “estimate” and other similar wor ds 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 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; 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.