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TDG Gold Corp. ("TDG" or the "Company") (TSXV: TDG | OTCǪX: TDGGF) is pleased to announce that it has entered into a binding joint venture implementation and purchase agreement dated November 12, 2026 (the "Purchase Agreement") with its wholly owned subsidiary, TDG BC Assets Corp., and Freeport-McMoRan Mineral Properties Canada Inc. ("Freeport") enabling Freeport to acquire an initial 51% ownership interest in the specified area and lands comprising the Aurora West project (the "Aurora West Property") located in the Toodoggone mining district of British Columbia (the "Transaction"). The Company's Shasta and Baker properties are excluded from the Transaction and will be retained by TDG.
Fletcher Morgan, Chief Executive Officer of TDG, commented: "This transaction validates our corporate strategy to work methodically on value-enhancing exploration, monetize assets, and recycle capital into projects we assess as offering the highest risk-adjusted returns. On closing, the C$110 million cash payment strengthens our treasury on a non-dilutive basis and improve our ability to advance Shasta. Our retained interest in the Aurora West Property through the joint venture also gives our shareholders continued exposure to its upside potential.
The Aurora discovery has demonstrated the exploration potential of the Toodoggone. Our agreement provides a framework to advance Aurora West and cooperate more broadly with Freeport, while surfacing operational synergies from its proximity to our flagship Shasta project. We look forward to building on that relationship to support responsible development in the district, to the benefit of First Nation rights-holders, our shareholders and all stakeholders."
Transaction Implementation
Pursuant to the terms of the Transaction, TDG will undergo a pre-closing reorganization (the "Reorganization") whereby it will assign its rights and interests in the Aurora West Property to two newly incorporated British Columbia corporations (the "JV Companies", and each a "JV Company") in exchange for all of the issued and outstanding shares of each JV Company (the "Contribution"). One JV Company will hold two specified mineral claims in the Aurora West Property ("ClaimsCo") and the balance of the Aurora West Property will be held by the other JV Company ("Aurora West JVCo"). Upon completion of the Reorganization and satisfaction of the other conditions of the Transaction, Freeport will purchase from TDG 51% of the outstanding shares of each JV Company, with TDG retaining the remaining 49% for C$110 million payable in cash to TDG at closing.
Upon completion of the Contribution, TDG, Freeport and each JV Company will enter into (i) a shareholders agreement (the "Shareholders Agreement") setting forth the framework for, among other things, the governance and funding of each JV Company and the holding and transfer of interests in each JV Company, including the grant to Freeport of an option to acquire an additional ownership interest (the "Earn-In Option"); and (ii) a road use agreement (the "Road Use Agreement") providing each JV Company with access to the Aurora West Property over certain roads located on TDG's retained mineral rights.
Transaction Details
Pursuant to the Purchase Agreement, Freeport will acquire a 51% interest (the "Initial Interest") in each JV Company for an aggregate cash purchase price of C$110 million.
Pursuant to the Shareholders Agreement, Freeport shall have an Earn-In Option to acquire an additional 24% (bringing its interest to 75%) in Aurora West JVCo and an additional 49% (bringing its interest to 100%) in ClaimsCo in consideration of (i) sole funding of an additional C$80 million of expenditures on the properties held by Aurora West JVCo (the "Exploration Expenditure"); and (ii) a cash payment of C$40 million to TDG for the purchase of TDG's remaining shares of ClaimsCo. Freeport has committed to fund C$30 million of the Exploration Expenditure within three years following closing of the Transaction, including a minimum of C$15 million within the first two years (the "Committed Amount"). Upon exercise of the Earn-In Option, TDG's ownership interest in Aurora West JVCo will be 25%, and TDG will cease to own any interest in ClaimsCo other than a 2.0% net smelter returns royalty over the two specified mineral claims acquired by ClaimsCo under the Transaction.
TDG will not be required to make any contributions to the JV Companies during the Earn-In Option period. If Freeport elects to discontinue sole funding after funding the Committed Amount, or the Earn-In Option period expires without the Earn-In Option being exercised, Freeport will retain its 51% interest, and any unfunded portion of the Committed Amount will be payable by Freeport, and the parties will thereafter fund each JV Company pro rata to their interests, subject to customary dilution provisions. A shareholder whose interest in a JV Company is diluted to 10% or less will surrender its shares in exchange for a 2.0% net smelter returns royalty (subject to certain deductions) of which Freeport can elect to repurchase one half for C$30 million. The Transaction is an arm's length transaction.
Conditions to Closing
Completion of the Transaction is subject to customary closing conditions, including the approval of the TSX Venture Exchange. The Reorganization is expected to be completed in December 2026, and closing is expected to occur five business days following the satisfaction or waiver of the closing conditions. Shareholder approval is not expected to be a requirement to complete the Transaction. The agreement is binding, subject to the satisfaction of closing terms and conditions.
About TDG Gold Corp.
TDG Gold Corp. is a mineral exploration company focused on advancing its gold, silver and copper projects in British Columbia, Canada. The Company's projects include Aurora West, the Shasta gold–silver deposit, the Baker Complex, the Mets prospect and the Anyox copper project.
TDG's strategy is to create shareholder value through disciplined, capital-efficient exploration, technical evaluation, resource growth and advancement of its mineral projects.
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.
Forward-Looking Information and Statements
This news release contains forward-looking information and forward-looking statements (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. Forward-looking statements relate to future events or future performance and reflect management's current expectations, estimates, projections, assumptions and beliefs as of the date of this news release.
Forward-looking statements are often identified by words and expressions such as "will", "shall", "expect", "potential", "advance", "look forward to", "elect", "subject to", "upon completion", "upon exercise", and "support", variants of these words and similar expressions, including the negative forms thereof, that certain events or conditions may or will occur.
Forward-looking statements in this news release include, without limitation, statements regarding: the anticipated completion and timing of the Reorganization, Contribution and Transaction, including satisfaction or waiver of closing conditions and receipt of required approvals; Freeport's acquisition of the Initial Interest and TDG's anticipated receipt of C$110 million in cash upon closing; the expected strengthening of TDG's treasury and its ability to advance Shasta; the entering into of the Shareholders Agreement and Road Use Agreement; Freeport's funding of the C$30 million Committed Amount within the specified periods; the potential exercise of the Earn-In Option, including funding of the aggregate C$80 million Exploration Expenditure and payment of C$40 million to TDG; the resulting ownership interests and net smelter returns royalty arrangements; future funding obligations and potential dilution of interests in the JV Companies; and the advancement of Aurora West and potential operational synergies arising from its proximity to Shasta.
Forward-looking statements are based on a number of material assumptions, including: the satisfaction or waiver of the conditions to closing, including required regulatory approvals; completion of the Reorganization and Transaction within the expected timeframes; the parties performing their obligations under the Purchase Agreement and the contemplated Shareholders Agreement and Road Use Agreement; Freeport funding the Committed Amount within the specified periods; TDG's ability to apply the transaction proceeds toward advancing Shasta; the availability of necessary financing, personnel, equipment, permits and access; and general business, economic, market and regulatory conditions remaining substantially consistent with management's current expectations.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by such statements. Such risks include: the risk that closing conditions, including TSX Venture Exchange approval and any required Investment Canada Act clearance, may not be satisfied or waived, or that the Transaction may be delayed, terminated or not completed; the risk that TDG may not receive the anticipated C$110 million cash proceeds or realize the expected benefits to its treasury and advancement of Shasta; the risk that Freeport may fail to satisfy its binding funding obligations or may elect not to complete the additional expenditures required to exercise the Earn-In Option; the risk that the additional C$40 million payment and contemplated ownership and royalty outcomes may not be realized; the risk that TDG may be required to fund future expenditures of the JV Companies and may experience dilution if it does not do so; the possibility that anticipated operational synergies may not materialize; environmental, permitting, regulatory, access, weather and operating risks; and other risks disclosed in the Company's public disclosure documents available under its profile on SEDAR+.
Although the Company believes the assumptions and expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such statements will prove to be accurate. Readers should not place undue reliance on forward-looking statements. Actual results may differ materially from those anticipated in such statements.
The forward-looking statements contained in this news release are made as of the date hereof and the Company undertakes no obligation to update such statements except as required by applicable securities laws.
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