TDG GOLD CORP. ANNOUNCES PRIVATE PLACEMENT All currencies are shown in Canadian dollars (C$)
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TDG Gold Corp.
Unit 1 - 15782 Marine Drive
White Rock, B.C. V4B 1E6
www.tdggold.com
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
TDG GOLD CORP. ANNOUNCES PRIVATE PLACEMENT
All currencies are shown in Canadian dollars (C$) unless otherwise stated.
White Rock, British Columbia, November 10, 2021—TDG Gold Corp (TSXV: TDG) (the “Company” or
“TDG”) is pleased to announce that it will conduct a non -brokered private placement to raise gross
proceeds of up to C$5 million (the “Offering”).
The Offering will comprise a combination of:
1. A non-flow through unit (“NFT Unit”) at a price of C$0.50 per NFT Unit – Each NFT Unit will consist
of one common share of the Company (each, a “ Share”) and one -half of one Share purchase
warrant (each whole warrant, a “Warrant”). One Warrant entitles the holder thereof to purchase
one Share of the Company at a price of C$0.75 per Share for a period of twenty-four months from
the closing date of the Offering (the “Closing Date”).
2. A flow-through Share (“FT Share”) priced at C$0.65 per FT Share.
3. A flow-through unit (“FT Unit”) at a price of C$0.725 – Each FT Unit will consist of one Share and
one-half of one Warrant. One Warrant entitles the holder thereof to purchase one Share of the
Company at a price of C$0.75 per Share for a period of twenty-four months from the Closing Date.
Finder’s fees will be payable on the Offering, subject to the acceptance of the TSX Venture Exchange (the
“Exchange”).
The Company entered into a binding, definitive agreement (“Agreement”), as amended, with ASX-listed
Kingsgate Consolidated Limited (“ Kingsgate”) for the acquisition of the advanced-stage “Nueva
Esperanza” silver-gold project (the “Project”), located in the Maricunga Belt of the Atacama Region of
Northern Chile (the “Acquisition”). The Company has made its first property payment of C$500,000 to
Kingsgate (see the Company’s news release November 2, 2021). The Company intends to use the proceeds
of the NFT Units to fund payment of the C$1,000, 000 due to Kingsgate by November 30, 2021 , for
transition planning of the Project to the Company and for general working capital purposes.
The Company intends to use the proceeds of the FT Share and FT Unit portion of the Offering to
commission an indepen dent estimation of the mineral resource at the Company’s Shasta project and
ongoing general exploration at the Company’s Toodoggone projects.
The Offering is subject to the acceptance of the Exchange. The Company reserves the right to increase
the size of the Offering or to modify the type, nature and/or price of the Offering for any reason, subject
to the acceptance of the Exchange.
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
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TDG Gold Corp.
Unit 1 - 15782 Marine Drive
White Rock, B.C. V4B 1E6
www.tdggold.com
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 has
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. The Company has entered into a binding agreement to acquire the Nueva Esperanza silver -
gold advanced exploration and development project located in the Maricunga Belt of northern Chile,
subject to closing conditions being satisfied. TDG currently has 70,867,903 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 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.
This news release contains forward looking statements within the meaning of applicable securities laws.
The use of any of th e words “ambition”, “estimate”, “concluded”, “offers”, “objective”, “may”, “will”,
“should”, “potential” and similar expressions are intended to identify forward looking statements. In
particular, this news release contains forward looking statements conce rning the completion of the
Acquisition, the completion of SR Offering and the Offering, the intended uses of the proceeds of the
Offering, regulatory acceptance of the Acquisition, the SR Offering and the Offering, and the potential
development of the Project and the Company’s existing mineral properties, including the completion of
feasibility studies or the making of production decisions in respect thereof. Although the Company
believes that the expectations and assumptions on which the forward looking s tatements are based 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, the y 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
completion of other conditions precedent to the Acquisition, including the receipt of regulatory approvals,
the state of equity financing markets, and results of future exploration activities by the Company.
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TDG Gold Corp.
Unit 1 - 15782 Marine Drive
White Rock, B.C. V4B 1E6
www.tdggold.com
Management has provid ed the above summary of risks and assumptions related to forward looking
statements in this news release in order to provide readers with a more comprehensive perspective on
the Company’s future operations. The Company’s actual results, performance or achievement could differ
materially from those expressed in, or implied by, these forward looking statements and, accordingly, no
assurance can be given that any of the events anticipated by the forward looking statements will transpire
or occur, or if any of them do so, what benefits the Company will derive from them. These forward looking
statements are m ade as of the date of this news release, and, other than as required by applicable
securities laws, the Company disclaims any intent or obligation to update publicly any forward looking
statements, whether as a result of new information, future events or results or otherwise.