TDG Gold Provides Update on Planned Completion of Bought Deal Private Placement and Acquisition of Anyox Copper
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WHITE ROCK, BC / ACCESS Newswire / July 12, 2025 / TDG Gold Corp (TSXV:TDG) (the "Company" or "TDG") announces that, further to its press release dated June 17, 2025, the Company's acquisition (the "Acquisition") of Anyox Copper Ltd. ("Anyox") and concurrent "bought deal" financing (the "Offering") 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. (collectively, the "Underwriters").
The Underwriters have notified the Company that they will exercise the over-allotment option (the "Underwriters' 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:
17,150,000 non-flow-through common shares of the Company (the "NFT Shares") (including 2,150,000 NFT Shares issued pursuant to the Underwriters' Option at a purchase price of $0.60 per NFT Share for gross proceeds of $10,290,000;
13,455,000 non-critical mineral charity flow-through common shares of the Company ("Non-Critical CFT Shares") (including 1,755,000 Non-Critical CFT Shares issued pursuant to the Underwriters' Option) at a purchase price of $0.84 per Non-Critical CFT Share for gross proceeds of $11,302,200; and
7,705,000 critical mineral charity flow-through common shares of the Company ("Critical CFT Shares", together with the NFT Shares and the Non-Critical CFT Shares, the "Financing Securities") (including 1,005,000 Critical CFT Shares issued pursuant to the Underwriters' Option) at a price of $0.93 per Critical CFT 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 (the "Related Party Vendors") that are, or are associated or affiliated entities of, directors and officers of Skeena Resources Limited ("Skeena"). As Skeena is a greater than 10% 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 ("Exchange"), and the Acquisition is thus a Reviewable Acquisition under Exchange 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 (the "Consideration Shares") 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% of the outstanding common shares of TDG after giving effect to the Acquisition and the Offering.