Mr. Fletcher Morgan reports

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

TDG Gold Corp. has closed the first tranche of the non-brokered private placement previously announced on Feb. 22, 2024, and April 4, 2024, through the issuance of 2,097,285 non-flow-through units at a purchase price of 14 cents per NFT unit and 6,098,625 flow-through units at a purchase price of 16 cents per FT unit, for total aggregate gross proceeds of $1,269,400.

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 at a price of 20 cents 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-million.

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.

In connection with the first tranche, the company paid aggregate cash finders' fees of $19,836 and issued 124,275 finders' 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 14 cents per share for a period of three years following completion of the offering.

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.

Insider participation

Michael Kosowan and Fletcher Morgan, directors of the company, participated in the first tranche of the offering with Mr. Kosowan subscribing for 500,000 NFT units and Mr. Morgan subscribing for 143,000 NFT units and 187,375 FT units, which constitute 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 and Mr. Morgan 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.

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. 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 m 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 (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 fall 2023, TDG Gold published the first modern drill results from the Mets mining lease (TDG Gold news releases dated Sept. 7, 2023, Sept. 11, 2023, and Nov. 28, 2023). In early 2024, TDG Gold identified new copper-gold target areas over an expanded footprint covering approximately 53 square kilometres known as the Baker complex (see TDG Gold news release dated Feb. 28, 2024).

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.