TDG Gold Corp. agrees to sell 51% interest in Aurora West Property to Freeport-McMoRan Mineral Properties Canada Inc. for C$110 million and to grant certain additional earn-in rights upon funding of C$80 million of expenditures and upon C$40 million cash

TDG Gold Corp. (TSXV: TDG) has entered into a binding joint venture implementation and purchase agreement with Freeport-McMoRan Mineral Properties Canada Inc. for the Aurora West Property located in the Toodoggone district of British Columbia. Under the terms of the deal, Shasta and Baker properties are explicitly excluded from the transaction and remain retained by TDG.

Freeport-McMoRan will acquire an initial 51% interest in two newly formed joint venture companies: ClaimsCo, which holds two specified mineral claims, and Aurora West JVCo, which holds the balance of the Aurora West property. In exchange, TDG will receive an aggregate cash consideration of C$110 million payable at closing. Freeport holds an earn-in option to acquire an additional 24% of Aurora West JVCo, increasing its stake to 75%, and an additional 49% of ClaimsCo, taking its ownership to 100%.

To exercise the earn-in option, Freeport must sole-fund C$80 million in exploration expenditures on the Aurora West JVCo properties and pay TDG C$40 million in cash for TDG’s remaining shares in ClaimsCo. Freeport is committed to funding C$30 million of these exploration expenditures within three years of closing, with at least C$15 million required within the first two years. TDG is not required to contribute to the joint venture companies during the earn-in option period.

Following full earn-in, TDG will retain a 25% interest in Aurora West JVCo and no interest in ClaimsCo, other than a 2.0% net smelter returns royalty over the two specified claims. If Freeport stops funding after the committed amount or does not exercise the option, Freeport retains its 51% stake, any unfunded committed amount remains payable by Freeport, and the parties will fund pro rata thereafter, subject to dilution provisions. If a shareholder is diluted to 10% or less, it must surrender shares for a 2.0% NSR royalty; Freeport can elect to repurchase one-half of that royalty for C$30 million.

The reorganization is expected to be completed in December 2026, with closing anticipated five business days after conditions are satisfied or waived, including approval from the TSX Venture Exchange. Shareholder approval is not expected to be required, and the transaction is arm’s length.

This agreement follows a series of exploration developments at TDG. On November 26, 2025, Aurora West Phase I drilling extended mineralization west and downdip, including 82.3 metres at 1.26 g/t Au and 0.29% Cu, and 142.2 metres at 0.94 g/t Au and 0.24% Cu. A year-end update on December 16, 2025, cited the Aurora West discovery, the Anyox Copper acquisition, a C$28.75 million bought deal, and a treasury above C$20 million entering 2026.

Subsequent drilling results included hole TDG25-013 on January 13, 2026, which returned 128.7 metres at 1.25 g/t Au and 0.33% Cu, extending the zone about 100 metres south. By February 4, 2026, hole TDG25-020 had extended Aurora West about 350 metres downdip and supported a roughly 1-kilometre strike length, while a new porphyry-style target was identified about 600 metres north.

At the Anyox property, the 4300 Zone discovery on February 23, 2026, returned 25.08 metres at 2.1% CuEq at about 900 metres depth. A follow-up hole on April 1, 2026, returned 25.7 metres at 2.0% CuEq, defining about 130 metres of strike and remaining open.

In June 2026, TDG initiated a Shasta Preliminary Economic Assessment (PEA) with Ausenco, targeted for Q3 2026. During this period, VP of Exploration Steven Kramar departed, and Paul Geddes took interim technical oversight. On June 17, 2026, Shasta metallurgy results showed over 90% gold and silver recoveries using conventional gravity and flotation, with silver accounting for about 35-40% of recovered metal value.

On June 30, 2026, TDG launched a C$2.2 million regional exploration program northwest of Aurora, including about 55 line-kilometres of DCIP and a 2,000-sample soil survey aimed at 2027 drill targets. Interim regional results on September 23, 2026, outlined kilometre-scale targets at Baker-North Quartz, Black Gossan, and Price-Trident.

TDG Gold Corp. (TDG) has entered into a transaction that provides C$110 million in cash at closing, an amount representing approximately 80% of the company’s recent market capitalization of about C$137 million. This sum is roughly 11 times the C$9.8 million in cash reported by TDG as of April 30, 2026, marking a significant, non-dilutive balance-sheet event for a company that had previously been consuming cash on exploration activities.

The deal serves as strategic validation for the Aurora West project, which TDG discovered and expanded through 2025 and early 2026. Freeport is acquiring a 51% interest in the asset while committing to fund C$30 million in exploration. Based on the initial 51% purchase price, the implied 100% value of the joint venture companies is approximately C$215.7 million, a figure well above TDG’s recent market capitalization and signaling a material revaluation of the Aurora West asset.

The financial structure of the deal involves multiple components. The C$110 million is payable at closing but remains subject to conditions, including TSXV approval. Additionally, there is C$40 million in option consideration and C$80 million designated as exploration spending on the joint venture properties rather than direct cash to TDG. Freeport can retain its 51% stake after funding only the committed C$30 million. TDG retains a 49% interest, which offers value but may require future pro rata funding or result in dilution after the earn-in period. A 2.0% net smelter return (NSR) applies only to two specified claims following a full earn-in, not to the entire Aurora West property.

The transaction release is company-authored promotional material that provides no independent valuation of Aurora West, no current mineral resource estimate for the property, no joint venture operator designation, and no detailed exploration budget beyond the committed amounts. Despite these omissions, the headline consideration is large enough to alter TDG’s funding position and strategic standing. The C$110 million cash payment for 51% of Aurora West, combined with Freeport’s committed C$30 million exploration funding and optional C$80 million/C$40 million follow-on, represents a major asset monetization and validation event relative to TDG’s market capitalization. The deal materially changes TDG’s treasury, reduces near-term financing risk, and retains upside through the 49% joint venture interest.

TDG Gold Corp. is a British Columbia-based mineral exploration company holding projects for gold, silver, and copper. Its portfolio includes the Aurora West, Shasta, Baker Complex, Mets, and Anyox assets.

Management identifies Shasta as the company’s flagship project. The deposit holds a pit-constrained mineral resource estimate of 515.8 koz AuEq indicated at 1.35 g/t AuEq and 505.5 koz AuEq inferred at 1.04 g/t AuEq, utilizing a 0.40 g/t AuEq cut-off to a depth of approximately 140 metres. TDG initiated a preliminary economic assessment for Shasta with Ausenco in June 2026, targeting completion in the third quarter of 2026. Metallurgical test work released in June 2026 demonstrated over 90% recovery rates for both gold and silver using conventional gravity and flotation methods.

Aurora West is the asset being contributed to the Freeport joint venture. Prior drilling defined a large gold-silver-copper mineralized system, though no current mineral resource estimate for Aurora West was provided in the materials. The Anyox project is an earlier-stage copper VMS discovery located below the historic Hidden Creek mine. Baker and Mets are listed as additional exploration assets.

Regarding royalty terms, TDG will retain a 2.0% net smelter return over two specified claims following a full earn-in, with Freeport holding the option to buy back half for C$30 million. The release does not disclose royalty status for the Shasta and Baker projects.