TDG GOLD CORP. PRIVATE PLACEMENT UPDATE All currencies are shown in Canadian dollars (C$)
1
TDG Gold Corp.
Unit 1 - 15782 Marine Drive
White Rock, B.C. V4B 1E6
www.tdggold.com
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
TDG GOLD CORP. PRIVATE PLACEMENT UPDATE
All currencies are shown in Canadian dollars (C$) unless otherwise stated.
White Rock, British Columbia, December 13, 2021—TDG Gold Corp (TSXV: TDG) (the “Company” or
“TDG”) announces an amendment to the terms of a non -brokered private placement announced on
November 10, 2021 to raise gross proceeds of up to C$5 million (the “Offering”).
The Offering will now 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 unit (“FT Unit”) at a price of C$0.55 per FT Unit – 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.
3. A premium flow-through unit (“PFT Unit”) at a price of C$0.725 – Each PFT 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 intends to use the proceeds of the FT Unit portion of the Offering to commission an
independent 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 a greement. TDG’s flagship projects are the former
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
2
TDG Gold Corp.
Unit 1 - 15782 Marine Drive
White Rock, B.C. V4B 1E6
www.tdggold.com
geophysical surveys, and, for Shasta, drill testing of the known mineralization occurrences and their
extensions. The Company has entered into a binding agreem ent 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 se curities laws.
The use of any of the 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 concerning the completion of the
acquisition (the “Acquisition”) of the Nueva Esperanza silver-gold advanced exploration and development
project (the “Project”), the completion of 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 statements are based are reasonable, undue
reliance should not be placed on the forward looking statements because the Com pany 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
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.
Management has provided the above summary of risks and assumptions related to forward looking
statements in this news release in order to prov ide readers with a more comprehensive perspective on
3
TDG Gold Corp.
Unit 1 - 15782 Marine Drive
White Rock, B.C. V4B 1E6
www.tdggold.com
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.