Mr. Fletcher Morgan reports

TDG GOLD CORP. ANNOUNCES CLOSING OF OVERSUBSCRIBED NON-BROKERED PRIVATE PLACEMENT FINAL TRANCHE

TDG Gold Corp. has closed the second and final tranche of its non-brokered private placement, as previously announced on Oct. 2, 2023, and Oct. 10, 2023, through the issuance of 4,894,116 common shares at a purchase price of 17 cents per share, for total gross proceeds of $832,000.

Between the first and second tranches of the offering, a total of 16,594,116 shares were issued for total aggregate gross proceeds of $2,821,000, an oversubscription of $71,000 from the initial amount announced on Oct. 2, 2023, of $2.75-million.

In connection with the first and second tranches of the offering, the company has paid a total of $41,140 and issued 126,000 non-transferable finders' warrants in satisfaction of finders' fees on the offering. Each finder's warrant entitles the holder thereof to purchase one common share of the company at a price of 17 cents per share for a period of 24 months from the issue date.

All shares and warrant shares issued in connection with the offering are subject to a four-month-and-one-day hold period, in accordance with applicable securities laws and the TSX Venture Exchange policies. The offering is subject to the approval of the exchange.

The company intends to use the net proceeds of the offering for continued exploration of the company's mineral properties and general working capital. Further details regarding the offering and the proposed use of proceeds are contained in the news release of the company dated Oct. 2, 2023.

Insider participation

Michael Kosowan, Stephen Quin and Evandra Nakano, directors of the company, and Golden Oak Corporate Services Ltd., a company owned by the chief financial officer and corporate secretary of the company, participated in this final tranche of the offering by subscribing for 500,000 shares, 216,176 shares, 125,000 shares and 58,823 shares, respectively, which constitutes related party transactions pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. There has not been a material change in the percentage of the outstanding securities of the company that are individually or beneficially owned by Mr. Kosowan, Mr. Quin, Ms. Nakano or Golden Oak 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 per cent 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 Mr.. Kosowan, Mr. Quin and Ms. Nakano 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.

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 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 and Baker mines, which produced intermittently between 1981 and 2012, and the historical high-grade gold Mets developed prospect, all of which are road accessible, and combined 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, 13,250 metres of modern HQ drill testing of the known mineralization occurrences and their potential extensions. In May, 2023, TDG published an updated mineral resource estimate for Shasta (see TDG's news release dated May 1, 2023), which remains open at depth and along strike. In January, 2023, TDG defined a larger exploration target area adjacent to Shasta (Greater Shasta-Newberry) (see TDG's news release dated Jan. 25, 2023). In September, 2023, TDG published the first modern drill results from the Mets mining lease (see TDG's news releases dated Sept. 7, 2023, and Sept. 11, 2023).

Qualified persons

The technical content of this new release has been reviewed and approved by Steven Kramar, PGeo, vice-president, exploration, for TDG and a qualified person, as defined under National Instrument 43-101.

We seek Safe Harbor.