Mr. Fletcher Morgan reports

TDG GOLD CORP. ANNOUNCES EXTENSION OF PRIVATE PLACEMENT

TDG Gold Corp. has extended the closing of the private placement previously announced on March 22, 2023, to on or around June 2, 2023. As previously described, the offering is led by Raymond James Ltd. together with its syndicate of agents pursuant to which the agents agree to offer for sale on behalf of the company on a reasonable best efforts basis of: (i) up to 11,111,100 charity flow-through units of the company at a purchase price of 45 cents per charity FT unit; (ii) up to 3,333,300 non-flow-through units of the company at a purchase price of 30 cents per hard-dollar unit; and (iii) up to 1,428,571 common shares of the company on a flow-through basis under the Income Tax Act (Canada) at a purchase price of 35 cents per FT share, for aggregate gross proceeds of up to approximately $6.5-million, subject to the agents' option as described below. The company has completed the first tranche of the offering for total gross proceeds of $1,538,810, as announced in the press release of the company dated April 26, 2023.

The offering of charity FT units is being conducted under the listed issuance financing exemption under Part 5A of National Instrument 45-106 -- Prospectus Exemptions, and the securities issued to purchasers in the charity FT offering are not subject to a hold period under applicable Canadian securities laws. The company has withdrawn the previous offering document dated March 22, 2023, in respect of the charity FT offering, and has filed a new offering document dated May 5, 2023, that can be accessed under the company's profile on SEDAR and on the company's website, to constitute a new distribution under Part 5A of NI 45-106. Prospective investors should read this offering document before making an investment decision.

The securities issued in connection with the offering of hard-dollar units and FT units will be subject to a hold period in Canada ending on the date is four months plus one date following their issuance.

Each charity FT unit will consist of one common share of the company issued on a flow-through basis under the Income Tax Act (Canada) and one-half of one non-flow-through common share purchase warrant. Each charity warrant will entitle the holder to acquire one common share of the company for an exercise price of 42 cents per share for a period of three years following the date of issuance. Each hard-dollar 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 hard-dollar warrant will entitle the holder to acquire one common share of the company for an exercise price of 42 cents per share for a period of three years following the date of issuance.

In addition, the agents have the option, exercisable in part or in whole at the agents' sole discretion, up to 48 hours prior to the final closing date of the offering, to offer for sale additional hard-dollar units and/or FT Shares (or any combination thereof), representing up to an additional 15 per cent of the offering, at the HD unit price or FT share price, as applicable.

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 is subject to final acceptance of the TSX Venture 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 agreement. TDG's flagship projects are the former-producing, high-grade gold-silver Shasta, Mets and Baker mines, which are all road accessible, produced intermittently between 1981 and 2012, and have over 65,000 metres of historical drilling. The projects have been advanced through compilation of historical data, new geological mapping, geochemical and geophysical surveys, and, at Shasta, over 13,000 metres of modern HQ drill testing of the known mineralization occurrences and their potential extensions. In May, 2022, an initial mineral resource estimate was published for Shasta (see TDG news release May 17, 2022). In January, 2023, TDG defined a larger exploration target area adjacent to Shasta (Greater Shasta-Newberry; see TDG news release Jan. 25, 2023) with drill-ready targets that TDG aims to undertake follow-up exploration activity in 2023.

We seek Safe Harbor.