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TDG.V ·

TDG GOLD Corp. Reports Approval of New Stock Option and Equity Incentive Plans

Share Capital & Compensation

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TDG Gold Corp.

Unit 1 - 15782 Marine Drive

White Rock, B.C. V4B 1E6

www.tdggold.com

TDG GOLD CORP. REPORTS APPROVAL OF NEW STOCK OPTION AND EQUITY INCENTIVE PLANS

White Rock, British Columbia, March 23, 2022. TDG Gold Corp. (TSXV: TDG) (the “Company” or “TDG”)

is pleased to report following the Company’s Annual General and Special Meeting, held on March 18,

2022, the Company has implemented a replacement 10% “rolling” stock option plan (“Option Plan”) and

a new equity incentive plan (“Equity Plan”). The Board of Directors approved the Option Plan and Equity

Plan on February 1, 2022, subject to regulatory and shareholder approval. The Option Plan and Equity

Plan follow the new share-based compensation policy adopted by the TSX Venture Exchange in November

2021.

Stock Option Plan

The Company’s Option Plan is a 10% “rolling” stock option plan which governs the g ranting of stock

options to directors, officers, employees and consultants of the Company or a subsidiary of the Company

for the purchase of up to 10% of the issued and outstanding common shares in the capital of the Company

(the “Common Shares”) from time to time which supersedes the cu rrent stock option plan. Any stock

options currently outstanding under the superseded stock option plan will remain outstanding as at the

effective date, however new stock option grants will be subject to the new Option Plan.

Equity Incentive Plan

The Company’s Equity Plan governs the granting of any restricted share unit (RSU), performance share

unit (PSU) or deferred share unit (DSU) (collectively the “Awards”) granted under the Fixed Plan, to

directors, officers, employees and consultants of the Company or a subsidiary of the Company . The

Company has reserved for issuance up to 7,836,109 Common Shares , being 10% of the issued and

outstanding Common Shares of the Company, pursuant to the Equity Plan.

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

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 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. TDG

currently has 78,361,085 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.