Mr. Fletcher Morgan reports

TDG GOLD PROVIDES UPDATE ON PLANNED COMPLETION OF BOUGHT DEAL PRIVATE PLACEMENT AND ACQUISITION OF ANYOX COPPER

Further to its press release dated June 17, 2025, TDG Gold Corp.'s acquisition of Anyox Copper Ltd. and concurrent bought deal financing is expected to close on July 14, 2025. The offering is being led by BMO Capital Markets, acting as lead manager and sole bookrunner, together with Clarus Securities, acting as co-lead underwriter and on behalf of a syndicate of underwriters, including Agentis Capital Markets Limited Partnership and Haywood Securities Inc.

The underwriters have notified the company that they will exercise the overallotment option in connection with the offering, so it is anticipated the company will raise aggregate gross proceeds of $28,757,850 in the offering through the issuance of:

• 17.15 million non-flow-through common shares of the company (including 2.15 million non-flow-through shares issued pursuant to the underwriters' option at a purchase price of 60 cents per non-flow-through share for gross proceeds of $10.29-million;
• 13,455,000 non-critical mineral charity flow-through common shares of the company (including 1,755,000 non-critical charity flow-through shares issued pursuant to the underwriters' option) at a purchase price of 84 cents per non-critical charity flow-through share for gross proceeds of $11,302,200;
• 7,705,000 critical mineral charity flow-through common shares of the company (including 1,005,000 critical charity flow-through shares issued pursuant to the underwriters' option) at a price of 93 cents per critical charity flow-through share for gross proceeds of $7,165,650.

The acquisition will involve the acquisition by the company of common shares of Anyox from an aggregate of up to 12 vendors that are, or are associated or affiliated entities of, directors and officers of Skeena Resources Ltd. As Skeena is a greater-than-10-per-cent shareholder of the company, the related party vendors are considered non-arm's-length parties of the company as such term is defined under the policies of the TSX Venture Exchange and the acquisition is thus a reviewable acquisition under TSX-V Policy 5.3, Acquisitions and Dispositions of Non-Cash Assets.

The related party vendors are expected to receive an aggregate of up to 27,180,098 common shares in the capital of the company in exchange for their common shares of Anyox in connection with the acquisition. In connection with the transaction, an aggregate of up to 9,207,148 consideration shares will be divested by the related party vendors to arm's-length parties to the company. As a result of such divestment, the related party vendors will hold an aggregate of 17,972,950 consideration shares, which will represent approximately 6.6 per cent of the outstanding common shares of TDG after giving effect to the acquisition and the offering.

Skeena will act as back-end purchaser of 6,666,667 non-critical charity flow-through shares, acquiring the non-critical charity flow-through shares from the original subscribers at a purchase price of 60 cents per non-critical charity flow-through share, increasing its ownership of the company's common shares to 29,666,667 common shares, or 10.88 per cent of the outstanding common shares of TDG after giving effect to the acquisition and the offering.

In connection with Skeena's investment, the company will enter into an investor rights agreement with Skeena, pursuant to which Skeena will be granted the right to appoint one director to the company's board as well as the right to participate in the company's next equity financing to increase its holdings to 15 per cent of all outstanding common shares and pro rata participation rights in future financings.

The issuance of consideration shares to the related party vendors, and the Skeena back-end purchase constitute related party transactions pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of the related parties in the acquisition in reliance on the exemptions contained in sections 5.5(b) (Issuer Not Listed on Specific Markets) and 5.7(1)(a) (Fair Market value Not More Than 25 per cent of Market Capitalization) of MI 61-101. The completion of the acquisition remains subject to exchange approval.

About TDG Gold Corp.

TDG is a major mineral tenure holder in the Toodoggone district of northern-central British Columbia, Canada, with 100-per-cent ownership of approximately 50,000 hectares of brownfield and greenfield exploration ground.

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