Mr. Fletcher Morgan reports

TDG GOLD ANNOUNCES NON-BROKERED PRIVATE PLACEMENT

TDG Gold Corp. has arranged an offering to raise up to $2-million by way of a non-brokered private placement.

The offering will consist of a combination of charity flow-through units of the company at a price of 20 cents per charity FT unit, flow-through units of the company at a price of 16 cents per FT unit and non-flow-through units of the company at a price of 14 cents per NFT unit, for aggregate gross proceeds of up to $2-million.

The offering:

• 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 20 cents per share for a period of three 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 20 cents per share for a period of three years following completion of the offering.

The company intends to use the net proceeds of the offering for continued exploration on TDG Gold's mineral properties and general working capital.

The securities issued in connection with the offering will be subject to a four-month-and-a-day hold period. The offering is 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. Finders' fees will be payable in the offering.

About TDG Gold Corp.

TDG Gold 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 Gold'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 Gold published an updated mineral resource estimate for Shasta (see TDG Gold news release dated May 1, 2023), which remains open at depth and along strike. In January, 2023, TDG Gold defined a larger exploration target area adjacent to Shasta (Greater Shasta-Newberry; see TDG Gold news release dated Jan. 25, 2023). In 2023, TDG Gold published the first modern drill results from the Mets mining lease (see TDG Gold news releases dated Sept. 7, 2023, Sept. 11, 2023, and Nov. 28, 2023).

Qualified person

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

We seek Safe Harbor.