TDG Gold Corp. Announces Insider Share Purchase Agreements and Appointment of New Director

WHITE ROCK, BC / ACCESSWIRE / October 31, 2022 / TDG Gold Corp (TSXV:TDG) (the "Company" or "TDG") is pleased to announce that Talisker Resources Ltd. ("Talisker") has entered into share purchase agreements (the "Purchase Agreements") with certain insiders to TDG, including a new independent director, Michael Kosowan, who was appointed to TDG's board on October 28, 2022. The Purchase Agreements provide for the sale to such insiders of Talisker's remaining 8,538,151 common shares of TDG ("Shares"), which are subject to escrow until December 2023. Following closing of the purchases pursuant to the Purchase Agreements, which is expected to occur on or about November 14, 2022, TDG's directors and officers will collectively own ~13.4% of TDG's issued and outstanding Shares.

Michael Kosowan is an industry expert with over 20 years experience in junior mining. He is a qualified mining engineer (P.Eng) that has worked as a project engineer for a number of mining companies including Falconbridge, Placer Dome and Inco. From 2000, Michael led financings in the U.S. and Canada through his work with Sprott Private Wealth and Sprott Global Resources Inc. Since 2017, Michael has worked with junior mining issuers as a principal, director and officer including his current ongoing involvement with Torq Resources Inc. as a director and VP of Capital Markets.

TDG also announces that the investor rights agreement that Talisker and TDG entered into when the Shares were issued was terminated in accordance with its terms on September 30, 2022, when Talisker ceased to hold 10% of the Shares. In connection with such termination, Terry Harbort and Matt Filgate, Talisker's two nominees to TDG's board, resigned effective October 28, 2022. TDG is pleased that both Terry and Matt will remain as advisors to the Company.

Fletcher Morgan, TDG's CEO, commented: "Michael brings industry and capital markets expertise to TDG's Board. He has had multiple successes and I look forward to working closely with him to focus TDG's delivery strategy for 2023 and beyond. Upon closing of the share purchases from Talisker, Michael will own ~7.5% of TDG's shares which will make him TDG's largest insider and provides an immediate alignment of interest with our existing shareholders.

On behalf of TDG, I would also like to extend my gratitude to Terry and Matt for their stewardship and technical advice since TDG first began negotiating in 2020 to acquire Talisker's portfolio of Toodoggone assets. We look forward to their ongoing strategic and geological input as TDG advances the exploration and development of our projects."

About TDG Gold Corp.

TDG is a major mineral claim holder 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 m of historical drilling. In 2021, TDG advanced the projects through compilation of historical data, new geological mapping, geochemical and geophysical surveys, and, for Shasta, drill testing of the known mineralization occurrences and their extensions. In May 2022, TDG published an initial NI 43-101 Mineral Resource Estimate for Shasta. For the 2022 field season, TDG has prioritized drilling the known mineralization around Shasta. TDG currently has 96,343,142 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 contains forward-looking statements that are based on the Company's current expectations and estimates. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such factors include, among others: the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans to continue to be refined; possible variations in ore grade or recovery rates; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; and fluctuations in metal prices. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Any forward-looking statement speaks only as of the date on which it is made 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. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

SOURCE: TDG Gold Corp.