Mr. Fletcher Morgan reports

TDG GOLD CLOSES BOUGHT DEAL PRIVATE PLACEMENT FOR AGGREGATE PROCEEDS OF $28.75 MILLION AND COMPLETES ANYOX COPPER ACQUISITION

TDG Gold Corp. has closed its previously announced bought deal financing and the acquisition of Anyox Copper Ltd.

Fletcher Morgan, TDG's chief executive officer, commented: "This is a transformational transaction and financing package for TDG. Larger programs require bigger budgets and additional expertise. We can finally explore the full potential of our district-scale mineral tenures in the Toodoggone; and we are truly excited to become a first mover back into the former-producing Anyox district. We look forward to welcoming Paul Geddes as our new vice-president of corporate development and we're very pleased to have the ongoing support of Skeena Gold & Silver -- a team that has a proven track record of advancing exceptional exploration opportunities in B.C."

Anyox represents a unique opportunity to expand TDG's exploration portfolio. Located in the southern tip of British Columbia's renowned Golden Triangle, Anyox is host to the former underground high-grade Hidden Creek copper mine (1914 to 1935) and several undeveloped, near-surface historical (1) occurrences along a 12-kilometre (km) corridor that has tidewater access.

Given the scale of the district, the widespread distribution of surficial occurrences and the historical production, coupled with a paucity of recent exploration, the Anyox copper project represents an accessible district with both rediscovery and new discovery potential.

Financing

TDG has closed its offering, raising aggregate gross proceeds of $28,757,850, through the issuance of:

1. 17.15 million non-flow-through (NFT) common shares of the company (including 2.15 million NFT shares issued pursuant to the underwriters' (as defined below) overallotment option) at a purchase price of 60 cents per NFT share for gross proceeds of $10.29-million;
2. 13,455,000 non-critical mineral charity flow-through (CFT) common shares of the company (including 1,755,000 non-critical CFT shares issued pursuant to the underwriters' option) at a purchase price of 84 cents per non-critical CFT share for gross proceeds of $11,302,200;
3. 7,705,000 critical mineral charity flow-through common shares of the company (including 1,005,000 critical CFT shares issued pursuant to the underwriters' option) at a price of 93 cents per critical CFT share for gross proceeds of $7,165,650.

The offering was 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 Haywood Securities Inc. and Agentis Capital Markets LP. In consideration for the services rendered by the underwriters in connection with the offering, the company paid to the underwriters on closing a cash commission of $1,665,471 equal to 6.0 per cent of the gross proceeds from the offering (reduced to 3.0 per cent with respect to certain president's list subscribers). The company also paid aggregate cash finders' fees of $4,500 to Leede Jones Gable Inc., acting as an arm's-length finder in connection with securities purchased by certain president's list purchasers. The securities issued in connection with the offering are subject to a four-month-and-one-day hold period ending Nov. 15, 2025. The offering remains subject to the final approval of the TSX Venture Exchange.

The company plans to use the proceeds of the offering as follows:

• An amount equal to the gross proceeds from the sale of the non-critical CFT shares of the company will be used by the company to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures as such terms are defined under the Income Tax Act (Canada) related to the company's mineral properties in British Columbia.
• An amount equal to the gross proceeds from the sale of the critical mineral charity flow-through common shares of the company will be used by the company to incur Canadian critical mineral exploration expenses that qualify as critical mineral flow-through mining expenditures as such terms are defined under the tax act related to the company's mineral properties in British Columbia.
• The net proceeds from the sale of the non-flow-through common shares of the company will be used by the company for: (i) continued exploration on TDG's mineral properties in British Columbia, with a principal focus on the Greater Shasta-Newberry project and Baker complex; (ii) exploration of the Anyox copper project; (iii) costs of completing the acquisition; (iv) exploration expenditures on the Moss property (as defined below) as required under the Moss option agreement (as defined below); and (v) general working capital.
• The current intended exploration expenditure allocation among the projects from the offering will be:
  • Approximately $8-million in 2025 on Greater Shasta-Newberry and the approximately 12 km structural corridor surrounding to include geophysics, geochemistry and detailed geological mapping, plus diamond drilling initially at the AuWEST target on the boundary with aurora (2), with follow-up activities also planned at TDG's epithermal gold-silver projects;
  • Approximately $5-million on the Anyox project before the end of 2025, including geophysics to help define initial drill targets for drill testing, and leading to a proposed second phase of drilling for an additional approximately $5-million in 2026.

Skeena Resources Ltd. has, subject to certain conditions, agreed to act as back-end purchaser of 6,666,667 non-critical CFT shares, acquiring the non-critical CFT shares from the original subscribers at a purchase price of 60 cents per non-critical CFT share, which will increase 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 has agreed to 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.

Anyox acquisition

Concurrently with the closing of the offering, TDG closed its acquisition of Anyox, which holds the Anyox project. The acquisition was completed pursuant to an amalgamation agreement dated June 16, 2025, between TDG, Anyox and a wholly owned subsidiary of TDG (Subco). Pursuant to the amalgamation agreement, Anyox amalgamated with Subco and the company acquired all of the outstanding common shares of Anyox in exchange for 54,559,565 common shares in the capital of the company. Upon completion of the transaction, former Anyox shareholders hold 20 per cent of the outstanding common shares of the company. The deemed price of each consideration share is 60 cents.

In connection with the transaction, the company is also pleased to announce the planned appointment of Paul Geddes as vice-president of corporate development of the company.

A total of 30,994,012 consideration shares are subject to various contractual lock-up restrictions, as follows:

• 7,605,100 consideration shares to be released from lock-up on the following schedule: 20 per cent released on the date that is 24 months after the closing date of the acquisition and 20 per cent every three months thereafter until all of the consideration shares have been released from escrow;
• 5,542,700 consideration shares to be released from lock-up on the following schedule: 33.34 per cent on the date that is 19 months after the closing date, 33.33 per cent on the date that is 25 months after the closing date and 33.33 per cent on the date that is 31 months after the closing date;
• 2,964,700 consideration shares to be released from lock-up on the following schedule: 33.34 per cent on the date that is 18 months after the closing date, 33.33 per cent on the date that is 20 months after the closing date and 33.33 per cent on the date that is 22 months after the closing date;
• 14,881,512 consideration shares to be released from lock-up on the date that is six months after the closing date.

Pursuant to the acquisition, the company issued 25,461,430 consideration shares to 11 Anyox vendors, who are, or which are associated or affiliated entities of, directors and officers of Skeena. 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 exchange, and the acquisition is thus a reviewable acquisition under exchange Policy 5.3, Acquisitions and Dispositions of Non-Cash Assets. In connection with the transaction, an aggregate of 7.5 million consideration shares were 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 17,961,430 consideration shares, which will represent approximately 6.6 per cent of the outstanding common shares of TDG after giving effect to the transaction.

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 party vendors in the acquisition, and with the Skeena back-end purchase, 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% of Market Capitalization) of MI 61-101.

No finders' fees were paid in connection with the acquisition.

Certain mineral claims that form part of the Anyox project were acquired by Anyox via the exercise of an option granted to Anyox pursuant to an option agreement made as of June 3, 2022, as amended, among Anyox, Hansa Management (Canada) Inc. and Moss Management Inc. Pursuant to the Hansa option agreement, Anyox has granted to Hansa a 1.0-per-cent net smelter returns royalty in respect of minerals and mineral products produced from the Hansa mineral claims. Anyox can buy down one-half (0.5 per cent) of the Hansa royalty for $5-million. If commercial production is deemed to have been achieved in respect of the Hansa mineral claims, Anyox shall, within 24 months of the date of that commercial production is deemed to have been achieved, pay to Hansa a further cash payment of $4-million.

Certain mineral claims (the Moss property) that form part of the Anyox project are subject to an option agreement dated July 8, 2025, among Anyox, Hansa and Moss. Pursuant to the Moss option agreement, Moss has granted to Anyox: (i) the right to enter upon the Moss property to conduct operations thereon; and (ii) an option to acquire a 100-per-cent interest in the Moss property. In order for maintain the Moss working right and the Moss option in good standing, and in order for Anyox to exercise the Moss option, Anyox must:

1. Incur no less than $5-million in expenditures in connection with operations on the Hansa mineral claims and Moss property, as follows:
   1. $1-million of expenditures on or before July 8, 2026;
   2. $1-million of expenditures on or before July 8, 2027;
   3. $1-million of expenditures on or before July 8, 2028;
   4. $2-million of expenditures on or before July 8, 2029;
2. At any time Anyox has incurred (or is deemed to have incurred) the expenditures required above, but no later than 30 days after, may pay $2-million to Moss, or such other person as Moss may direct, and give notice in writing to Moss that Anyox has completed the requirements and has elected to exercise the Moss option.

If Anyox fails to incur sufficient expenditures to satisfy the annual minimum expenditure requirements, Anyox will nevertheless be deemed to have satisfied the expenditure requirements if Anyox pays Hansa an amount equal to the difference between Anyox's actual expenditures as of such date and the required amount of expenditures as of such date.

Upon exercise of the Moss option, the properties subject to the Moss option will be added to the Hansa royalty (and will be subject to the same terms and conditions on buydown).

About TDG Gold Corp.

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

(1) Historical data: This news release includes historical information that has been previously reviewed by TDG's and/or Anyox's qualified person (QP). TDG's and/or Anyox's review of the historical records and information reasonably substantiate the validity of the information presented in this presentation. TDG encourages readers to exercise appropriate caution when evaluating these data and/or results.

(2) Adjacent properties: The company has no interest in, or rights to, any of the adjacent properties mentioned, and exploration results on adjacent properties are not necessarily indicative of mineralization on the company's properties. Any references to exploration results on adjacent properties are provided for information only and do not imply any certainty of achieving similar results on the company's properties.

We seek Safe Harbor.