White Rock - TDG Gold Corp (TSXV: TDG) (the 'Company' or 'TDG') is pleased to announce in connection with its acquisition of the Nueva Esperanza silver-gold project, the Company will raise proceeds of at least $35,000,000 through a brokered private placement of subscription receipts at a price of $0.50 per Subscription Receipt (the 'Offering').
As announced in the Company's press release dated July 27, 2021, BMO Capital Markets ('BMO') and RBC Capital Markets ('RBC', collectively with BMO, the 'Lead Agents') are acting as co-lead agents in respect of a syndicate of agents (the 'Agents') in respect of the Offering on a best-efforts basis.
Each Subscription Receipt will entitle the holder thereof, provided that the Escrow Release Conditions (as defined below) have been satisfied prior to the Termination Date (as defined below), to receive one unit of the Company (a 'Unit'), consisting of one common share of the Company (a 'Common Share') and one-half of one common share purchase warrant (each whole warrant, a 'Warrant'), without payment of additional consideration or further action, upon the date (the 'Qualification Date') which is the earlier of: (i) four months and a day after the closing of the Offering and (ii) the third business day following the issuance of a receipt (the 'Final Receipt') for a final short form prospectus qualifying the Common Shares and Warrants underlying the Subscription Receipts. The Company will use its commercially reasonable efforts to obtain a Final Receipt from the applicable principal regulator as soon as practicable following closing of the offering. In the event that the Final Receipt is not obtained by a date to be agreed between the Company and the Lead Agents, then each Subscription Receipt outstanding will, when deemed exercised on the Qualification Date, entitle the holder thereof to acquire a Unit consisting of 1.1 Common Shares and one-half of a Warrant without further payment on the part of the holder. The Warrants will have an exercise price and term to be determined in the context of the market.
The Subscription Receipts will be issued pursuant to a subscription receipt indenture (the 'Subscription Receipt Agreement') to be entered into among the Company, the Lead Agents and a subscription receipt agent to be determined. Pursuant to the Subscription Receipt Agreement, the gross proceeds from the Offering (less 50% the Agents' Fee (as defined below), the Agents' reasonable out-of-pocket expenses, and the reasonable fees and disbursements of the Agents' legal counsel) (the 'Net Escrowed Funds') will be held in escrow pending satisfaction of certain escrow release conditions (the 'Escrow Release Conditions'), including (i) all necessary corporate, regulatory, and other approvals or consents necessary for the completion of the Acquisition and for the issuance of all securities upon the deemed exercise of the Subscription Receipts having been obtained and (ii) all of the conditions precedent to the Acquisition (save solely for the payment of the purchase price thereof) shall have been satisfied. Upon satisfaction of the Escrow Release Conditions, the remaining portion of the Agents' Fee will be released to the Agents and the balance of the Net Escrowed Funds, together with any interest earned thereon, will be released to the Company.
Nueva Esperanza
The Nueva Esperanza project is located in the northern half of the Maricunga Belt, 140 kilometres ('km') northeast of the city of Copiapo, which is a regional mining centre. It is situated at 4000-4200 metres ('m') elevation and has three mining areas, Arqueros, Chimberos and Teterita, with permits for development and associated water rights.
In July 2020, the Nueva Esperanza project was granted Environmental Impact Assessment approval allowing the pre-development, construction and operation of the project.
TDG has completed extensive legal and technical due diligence review on the Nueva Esperanza project and concluded that the project offers an opportunity for significant value creation for TDG's shareholders and other stakeholders, with the objective of transforming TDG into a silver-focused advanced exploration and development company.
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 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 Company has entered into a binding agreement to acquire the Nueva Esperanza silver-gold advanced exploration and development project located in the Maricunga Belt of northern Chile, subject to closing conditions being satisfied. TDG currently has 70,867,903 common shares issued and outstanding.
Contact:
Tel: +1.604.536.2711
Email: info@tdggold.com
TDG GOLD CORP. 
