TDG Gold Corp. Announces Closing Of Private Placement - Seite 2

The Company intends to use the net proceeds of the Offering for continued exploration on the Company's mineral properties, and general working capital. The Offering was completed on a private placement basis pursuant to prospectus exemptions under applicable securities laws, with the offering of Charity FT Units completed under the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions. The Offering is subject to final acceptance by the TSX Venture Exchange (the "Exchange").

In connection with this final tranche of the Offering, the Agents received a cash fee of $99,483 and non-transferable compensation warrants of the Company exercisable for a total of 131,050 non-flow-through common shares of the Company at an exercise price of $0.30 per share until the Expiry Date. The Company also paid aggregate cash finder's fees of $31,300 and granted 54,000 non-transferable compensation warrants of the Company (each, a "Compensation Warrant") to arm's length finders of the Company in connection with this final tranche of the Offering. Each Compensation Warrant entitles the holder thereof to purchase one non-flow-through common share of the Company at an exercise price of $0.30 per share until the Expiry Date. Except for the securities issued in connection with the Charity FT Unit offering to non-insiders of the Company, the securities issued in connection with the Offering are subject to a four-month hold period expiring on November 8, 2023 in accordance with applicable securities laws and the Exchange policies.

Fletcher Morgan, Chief Executive Officer and a Director of the Company, and Michael Kosowan, a Director of the Company, participated in this final tranche of the Offering by subscribing for 33,500 Hard Dollar Units by Dr. Morgan and 400,000 Charity FT Units by Mr. Kosowan, which constitute related party transactions pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). There has not been a material change in the percentage of the outstanding securities of the Company that are individually owned by Dr. Morgan or Mr. Kosowan as a result of their participation in the Offering. The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of the insiders in the Offering in reliance of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the insider participation does not exceed 25% of the Company's market capitalization as determined in accordance with MI 61-101. The Company obtained approval by the board of directors of the Company to the Offering, with Dr. Morgan and Mr. Kosowan declaring and abstaining from voting on the resolutions approving the Offering with respect to each of their participation in the Offering. No materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.