TDG Gold Corp. (TSXV:TDG) signed non-binding Letter of Intent to acquire Laguna Resources Chile Ltda from Kingsgate Consolidated Limited (ASX:KCN) for CAD 64.2 million on June 18, 2021. TDG Gold Corp. (TSXV:TDG) agreed to acquire Laguna Resources Chile Ltda from Kingsgate Consolidated Limited (ASX:KCN) for CAD 64.2 million on October 14, 2021. Under the terms of agreement TDG will pay cash of CAD 25 million, will issue 14% of its share capital, CAD 6.25 million is payable within 3 months of completion of a Definitive Feasibility Study, A payment of CAD 5 million or 10 million TDG shares at their discretion to be issued at the point of a construction decision, A payment of CAD 5 million or 10 million in TDG shares at their discretion at the one-year production anniversary and A payment of CAD 8.75 million at the 2-year production anniversary. Kingsgate Consolidated Limited will have one representative on TDG board. TDG has agreed to raise a minimum of CAD 35 million in an equity financing, and if completion extends beyond the October 31, 2021, TDG will pay Kingsgate a non-refundable deposit of CAD 0.5 million. This deposit will be deducted from the initial CAD 25 million cash payment on final completion. TDG will use the proceeds from subscriptions receipts to fund the closing purchase consideration. The LOI will be terminable by either party if the parties have not entered into a binding definitive agreement by July 16, 2021. Under the terms of the Agreement, the Acquisition is subject to certain closing conditions including, but not limited to, the concurrent equity financing being co-led by BMO Capital Markets and RBC Capital Markets and the approval of the TSX Venture Exchange.

The deal is expected to close on August 31, 2021. As on October 14, 2021, as per TDG's financing schedule, Kingsgate would expect to receive the first payment under the agreement towards the end of November. As part of the sale agreement, Kingsgate has the right to nominate a Director to the TDG board. Completion of the Acquisition is expected to be on November 30, 2021, which date may be extended to December 15, 2021, if factors outside the reasonable control of TDG have prevented closing before November 30, 2021. As of November 2, 2021, Kingsgate Consolidated Limited and TDG Gold Corp agreed for an extension to January 31, 2022 to complete the financing. TDG Gold Corp to CAD 1 million to CAD 1.5 million. An initial payment of CAD 0.5 million will be made by the November 5, 2021, with the balance due by November 30, 2021. To reimburse Kingsgate for holding costs incurred for the Nueva Esperanza Project as a result of the extension at the time of the first payment of CAD 25 million under the agreement. As on January 18, 2022, pursuant to the terms of the definitive agreement between the TDG Gold Corp. and Kingsgate will not be fulfilled prior to the outside date for completion of the Acquisition on January 31, 2022, and therefore TDG anticipates that it will terminate the Agreement on such date.