TDG Gold Corp. Announces Closing of Second Tranche of Non-Brokered Private Placement

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WHITE ROCK, BC / ACCESSWIRE / May 3, 2024 / TDG Gold Corp (TSXV:TDG) (the "Company" or "TDG") is pleased to announce that it has closed the second tranche of the non-brokered private placement previously announced on February 22, 2024, April 4, 2024, and April 11, 2024 (the " Offering "), through the issuance of 1,030,000 non-flow-through units (the " NFT Units ") at a purchase price of C$0.14 per NFT Unit (the " NFT Offering Price ") and 972,500 flow-through units (the " FT Units ") at a purchase price of C$0.16 per FT Unit (the " FT Offering Price "), for total aggregate gross proceeds of C$299,800 (the " Second Tranche ").

As previously described, the Company anticipates that, upon the closing of additional tranches, the Offering will consist of a combination of charity flow-through units of the Company (the " Charity FT Units ") at a price of $0.20 per Charity FT Unit, FT Units at the FT Offering Price, and NFT Units at the NFT Offering Price, for aggregate gross proceeds of up to $2,000,000.

Each Charity FT Unit and each FT Unit will consist of one flow-through common share of the Company and one-half of one non-flow-through common share purchase warrant. Each whole warrant will entitle the holder to acquire one common share of the Company for an exercise price of $0.20 per share for a period of 3 years following completion of the Offering.

Each NFT Unit will consist of one non-flow-through common share of the Company and one-half of one non-flow-through common share purchase warrant. Each whole warrant will entitle the holder to acquire one common share of the Company for an exercise price of $0.20 per share for a period of 3 years following completion of the Offering.

The Company intends to use the net proceeds of the Offering for continued exploration on TDG's mineral properties, and general working capital.

In connection with the Second Tranche, the Company paid aggregate cash finder's fees of C$10,020 and issued 63,750 finder's warrants to certain arm's length finders. Each finder's warrant is exercisable to acquire one common share in the capital of the Company at a price of $0.14 per share for a period of 3 years following completion of the Offering. The Company also clarifies that it paid an additional cash finder's fee of $32,400 and issued 202,500 finder's warrants to an additional arm's length finder in connection with the closing of the first tranche of the Offering, which was previously announced on April 11, 2024.