TDG GOLD Upsizes Non-Brokered Private Placement
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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 UPSIZES NON-BROKERED PRIVATE PLACEMENT
White Rock, British Columbia, January 27, 2025. TDG Gold Corp. (TSXV: TDG) (the “Company” or “TDG”)
is pleased to announce that due to significant investor demand, the Company has increased the size of its
non-brokered private placement previously announced on January 27, 2025 (the “Offering”), to aggregate
gross proceeds of up to $1 5,550,000, up from the previously announced maximum gross proceeds of
$14,550,000.
Under the new terms of the Offering, up to 8,000,000 non-flow-through shares of the Company (the “NFT
Shares”) will be issued at a price of $0.50 per NFT Share, for gross proceeds of up to $4,000,000, which is
now fully subscribed.
The terms of the 14,000,000 charity flow-through shares of the Company (the “Charity FT Shares”) to be
issued at a purchase price of $0.825 per Charity FT Share for gross proceeds of $11,550,000, with Skeena
Resources Limited (“Skeena”) as the back -end purchaser of all 14,000,000 Charity FT Shares , remain
unchanged. Skeena will acquire the Charity FT Shares from the original subscribers at a purchase price of
$0.50 per Charity FT Share.
The Company intends to use the net proceeds of the Offering for (i) continued exploration on TDG’s
mineral properties in British Columbia, with a principal focus on the Greater Shasta-Newberry project and
Baker Complex, and (ii) general working capital.
All securities issued in connection with the Offering will be subject to a four-month and a day hold period
from the date of issuance thereof. Finder’s fees may be payable on portions of the Offering. The
Company’s acquisition of the Sofia Property from Skeena (the “Acquisition”), as announced on January
27, 2025, and the Offering are expected to close concurrently, and remain subject to certain conditions
including, but not limited to, the receipt of all necessary regulatory and other approvals including the
approval of the TSX Venture Exchange (the “Exchange”).
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 32,000 hectares of brownfield and greenfield exploration
opportunities under direct ownership. TDG’s projects include 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. These projects have been advanced through compilation of historical data,
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TDG Gold Corp.
Unit 1 - 15782 Marine Drive
White Rock, B.C. V4B 1E6
www.tdggold.com
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 January 2025, TDG
published an updated Mineral Resource Estimate for Shasta (news release January 08 , 20 25) which
remains open at depth and along strike. In January 2023, TDG defined a larger exploration target area
adjacent to Shasta (‘Greater Shasta- Newberry’; news release Jan 25, 2023 ) which is located directly
adjacent to the AuRORA discovery announced by Freeport McMoran Inc. and Amarc Resources Ltd (news
release January 17, 2025). In early 2024, TDG identified new copper-gold target areas over an expanded
footprint covering ~53 sq.km known as the ‘Baker Complex’ (news release Feb 28, 2024) and which is on
trend with the AuRORA discovery.
Qualified Person
The technical content of this news release has been reviewed and approved by Steven Kramar, MSc.,
P.Geo., Vice President, Exploration for TDG Gold Corp., a qualified person as defined by 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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release includes certain statements and information that constitute forward- looking information within
the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of
historical facts, are forward-looking statements. Such forward-looking statements and forward-looking information
specifically include, but are not limited to, statements that relate to the completion of the Acquisition or the Offering,
and timely receipt of all necessary approvals, including any requisite approval of the Exchange, and exploration plans
of the Company.
Statements contained in this release that are not historical facts , including all statements regarding the planned
completion of the Acquisition and the Offering, are forward- looking statements that involve various risks and
uncertainty affecting the business of the Company. Such statements can generally, but not always, be identified by
words such as " adjacent", "plans", " rapid", "intends", " focus", "extension", "accelerate", "potential" and similar
expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. All statements that
describe the Company's plans relating to operations and potential strategic opportunities are forward- looking
statements under applicable securities laws. These statements address future events and conditions and are reliant
on assumptions made by the Company's management, and so involve inherent risks and uncertainties, including, the
inability to satisfy the condition s precedent to complete the Acquisition, the inability to complete the Offering , the
inability to obtain all necessary regulatory approvals for the Acquisition and the Offering, consents or authorizations
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TDG Gold Corp.
Unit 1 - 15782 Marine Drive
White Rock, B.C. V4B 1E6
www.tdggold.com
required for mining activities, environmental regulations or hazards and compliance with complex regulations
associated with mining activities, climate change and climate change regulations, fluctuations in exchange rates, the
business objectives of the Co mpany, the interpretation that the Greater Shasta- Newberry Target Area represents a
larger mineralized system encompassing several target zones and the potential that such zones may represent
additional Shasta- like deposits, the uncertainty that any mineralization encountered on adjacent properties
continues on to TDG tenure, the uncertainty that geological and/or geophysical and/or any trends, interpretations,
or conclusions related to adjacent properties have relevance to TDG tenure, changes in project parameters as plans
to continue to be refined; accidents, labour disputes and other risks of the mining industry and such further risks as
disclosed in the Company's periodic filings with Canadian securities regulators. As a result of these risks and
uncertainties, and the assumptions underlying the forward-looking information, actual results could materially differ
from those currently projected, and there is no representation by the Company that the actual results realized in the
future will be the same in whole or in part as those presented herein. Readers are referred to the additional
information regarding the Company's business contained in the Company's reports filed with the securities regulatory
authorities in Canada. Although the Company has attempted to identify important factors that could cause actual
actions, events, or results to differ materially from those described in forward-looking statements, there may be other
factors that could cause actions, events or results not to be as anticipated, estimated or intended. For more
information on the Company and the risks and challenges of its business, investors should review the Company's
filings that are available at www.sedarplus.ca.
The Company provides no assurance that forward -looking statements and information will prove to be accurate, as
actual results and future events could differ materially from those anticipated in such statements or information.
Accordingly, readers should not place undue reliance on forward- looking statements or information. The Company
does not undertake to update any forward-looking statements, other than as required by law.