TDG Gold Corp. Announces the Engagement of Bmo Capital Markets and RBC Capital Markets

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TDG Gold Corp (TSXV:TDG) (the "Company" or "TDG") is pleased to announce that ithas engaged BMO Capital Markets ("BMO") and RBC Capital Markets ("RBC") as co-lead agents on a best-efforts basis for a proposed private placement (the "Offering") of subscription receipts of the Company (the "Subscription Receipts"). The pricing and terms of the Offering will be determined in the context of the market

On June 29, 2021, the Company announced that it had entered into a non-binding letter of intent with ASX-listed Kingsgate Consolidated Limited ("Kingsgate"), an arm's length party to TDG, to acquire Kingsgate's "Nueva Esperanza" silver-gold advanced exploration and development project, located in the Maricunga Belt of the Atacama Region of Northern Chile (the "Acquisition"). The Subscription Receipts will be convertible into equity securities of the Company, and the proceeds of the Offering will be used to fund the closing purchase price payment to Kingsgate, to conduct an initial exploration program on the Nueva Esperanza property, and for general working capital purposes.

The Acquisition will be transformative for TDG, creating a leading silver-focused precious metals company with the strategic objective of accelerating both Nueva Esperanza in the Maricunga and TDG's Shasta project in BC's Toodoggone Production Corridor to production decisions by the end of 2024.

About TDG Gold Corp.

TDG is a major holder of mineral claims and mining leases 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 in the Toodoggone are the former producing, high-grade gold-silver Shasta, Baker and Mets mines which are all road accessible, produced intermittently between 1981-2012, and have over 65,000 metres of historical drilling. In 2021, TDG proposes to advance the projects through compilation of historical data, new geological mapping, geochemical and geophysical surveys, and drill testing of the known mineralization occurrences and their extensions. The proposed acquisition of the Nueva Esperanza project would add a second, more advanced project to TDG's portfolio. TDG currently has 64,423,459 common shares issued and outstanding.

ON BEHALF OF THE BOARD

Fletcher Morgan,
Chief Executive Officer

For further information contact:TDG Gold Corp.,
Telephone: +1.604.536.2711
Email: info@tdggold.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

This news release may contain certain "forward looking statements". Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward looking statements in this press release include statements regarding advancement of properties and timing of production decisions, the planned completion of, and expected impact of, the Acquisition and the Offering, and the planned use of proceeds of the Offering. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

SOURCE: TDG Gold Corp.