TDG Gold Announces Acquisition of Anyox Copper and C$25 Million Bought Deal Private Placement
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WHITE ROCK, British Columbia, June 17, 2025 (GLOBE NEWSWIRE) -- TDG Gold Corp (TSXV:TDG, OTCQX:TDGGF) (the "Company" or "TDG") is pleased to announce that it has entered into an amalgamation agreement with Anyox Copper Ltd. ("Anyox") which holds the former producing Anyox Copper project, located on the northwest coast of British Columbia, and a wholly-owned subsidiary of TDG ("Subco"), dated June 16, 2025 (the "Amalgamation Agreement") pursuant to which the Company proposes to acquire all of the issued and outstanding securities of Anyox by way of a three-cornered amalgamation (the "Acquisition") under the Business Corporations Act (British Columbia). In connection with the Acquisition, the Company is also pleased to announce that it has entered into an agreement with BMO Capital Markets ("BMO"), acting as lead manager and sole bookrunner, under which BMO, together with Clarus Securities ("Clarus"), acting as co-lead underwriter, and on behalf of a syndicate of underwriters (collectively, the "Underwriters"), has agreed to purchase, on a bought deal private placement basis, securities of the Company for aggregate gross proceeds of C$25 million (the "Concurrent Financing", and together with the Acquisition, the "Transaction").
Transaction Highlights (an online presentation is available here: link)
The combination of the privately held Anyox Copper project and TDG's strategic tenure position in the evolving Toodoggone District provides shareholders exposure to precious metals and critical mineral targets in two established, past-producing mining districts within the ‘Golden Horseshoe' of British Columbia (Figure 1). Assuming successful completion of the Transaction, TDG will have the ability to perform nearly year-round exploration activity, supported by a strong treasury, with cash greater than C$40 million, and a blue-chip shareholder registry that includes industry recognized institutional shareholders.
The arrangement also contemplates the appointment of Mr. Paul Geddes P.Geo as TDG's Vice President Corporate Development. Mr. Geddes is currently the CEO of Anyox and Senior Vice President of Exploration & Resource Development for Skeena Gold + Silver ("Skeena"), a strategic investor in TDG.
Fletcher Morgan, TDG's CEO, commented: "Our proposed acquisition of Anyox Copper marks an important milestone as TDG continues to evolve as a copper-gold exploration company and positions us as a leading tenure holder in the previously prolific Anyox mining district. We also welcome Paul Geddes to the TDG team. Paul's expanded role for TDG will focus on ensuring operational excellence, as well as the continued growth of our platform as a regional consolidator. We are also pleased with the ongoing support from our strategic investor, Skeena, as they intend to invest $4M into TDG in connection with this Transaction."
Paul Geddes, Anyox's CEO, commented: "Combining Anyox and TDG provides potential for multiple, impactful discoveries in two mining districts in British Columbia. I look forward to combining the approach and expertise that has helped make Skeena a success with TDG's technical experience and bringing that combination to both TDG's Greater Shasta-Newberry project, located adjacent to the Freeport-Amarc AuRORA1 gold-rich copper porphyry discovery, and the Anyox project. Anyox offers rediscovery and new discovery potential, albeit at an earlier stage, though with a clear roadmap for advancement."
Figure 1, Map of North British Columbia: Toodoggone and Golden Triangle Districts.
Steven Kramar TDG's Vice President Exploration, commented: "TDG's immediate priority remains Greater Shasta-Newberry, our exploration camp is now open, and the technical team is enroute to site to begin the 2025 exploration season. On closing, TDG's expanded treasury would mean that we have the opportunity to resume gold-silver epithermal exploration at Shasta and Mets in parallel with our well-funded copper-gold porphyry exploration. Work at Anyox can take place at different times of the year, giving us an extended exploration season across two prime mining districts."
TDG Board Changes
Effective June 16, 2025, Mr. Michael Kosowan, a current director and greater than 10% owner of TDG, has assumed the role of Chair of the Board of Directors, succeeding Mr. Stephen Quin. Mr. Quin will continue as a director of the Company and to lead TDG's Technical Advisory Group. Incoming Chair, Michael Kosowan, commented: "We would like to thank Stephen for successfully guiding TDG through to this period of transformational change. My role is to build on the current momentum and continue to support the growth of the TDG platform to become a leading copper-gold exploration company in Canada."
Proposed Share Consolidation
The TDG Board also wishes to provide notice to shareholders of its intention to seek shareholder approval at the Company's next Annual General Meeting to consolidate the Company's share capital on a five for one basis. This is part of TDG's strategy to increase its appeal to Canadian, US and overseas investors.
Anyox Copper Project
Anyox represents a unique opportunity to expand TDG's exploration portfolio. Located in the southern tip of British Columbia's renowned ‘Golden Triangle' (Figure 1), Anyox is host to the former underground high-grade Hidden Creek copper mine (1914-1935), and several undeveloped, near surface historical2 occurrences along a 12 kilometre ("km") corridor that has tidewater access.
Given the scale of the district, the widespread distribution of surficial occurrences and the historical production, coupled with a paucity of recent exploration, Anyox represents an accessible district with both rediscovery and new discovery potential.
Anyox History
The Anyox Project hosts the Hidden Creek past producing mine that represents a subset of base and precious metal endowed volcanogenic massive sulphide ("VMS") deposits known as the ‘Besshi Typea,b. The historical underground mine has a rich mining history: from its discovery in 1901, its subsequent development and operation, until it was decommissioned in 1935 due to the economic fallout of the Great Depression. Operations ceased due to prevailing metal prices rather than a lack of additional mineralization. Historical records2 indicate that, over its 21-year mine life (1914-1935), the mine produced ~750 million pounds ("Mlbs") of copper to a maximum depth of ~300 metres and operators never deliberately recovered the associated potential precious and base metal by-products (zinc, lead, gold, silver, cobalt).
Terms of the Amalgamation Agreement
Under the terms of the Amalgamation Agreement, Anyox will amalgamate with Subco, and the Company will acquire all of the outstanding Class A common shares of Anyox (each, an "Anyox Share") in exchange for common shares in the capital of the Company (the "Consideration Shares") on a share exchange ratio that will result in upon completion of the Transaction, Anyox shareholders holding 20% of the outstanding common shares of the Company (the "TDG Shares"). The deemed price of each Consideration Share is $0.60.
The Amalgamation Agreement provides that the Acquisition is subject to several conditions ...
