TDG Gold Corp — Capital/Financing Update 2021

Feb 4, 2021

MATERIAL CHANGE REPORT

1. Reporting Issuer

Full name of the Issuer:

TDG Gold Corp. (“TDG” or the “Company”)

The address of the principal office in Canada of the reporting issuer is as follows:

Unit 1 – 15782 Marine Drive White Rock, British Columbia V4B 1E6

PHONE: (604) 536-2711

2. Date of Material Change

February 1, 2021

3. Press Release

Issued February 3, 2021, distributed through ACCESSWIRE to the TSX Venture Exchange, being the only exchange upon which the shares of the Company are traded, and through various other approved public media.

4. Summary of Material Change(s):

TDG announced that on February 1, 2021 the directors of TDG granted a total of 3,487,500 incentive stock options of the capital stock of the Company to directors, officers, employees and consultants exercisable for up to a five-year period at an exercise price of $0.35, pursuant to TDG’s stock option plan.

5. Full Description of Material Change

See attached news release NR2021-03 dated February 3, 2021, which is hereby incorporated by reference.

6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not Applicable

7. Omitted Information

Not Applicable

8. Executive Officer

The following senior officer of the Company is knowledgeable about the material change and may be contacted by the Commission at the following address and telephone number:

Doris Meyer, Corporate Secretary Unit 1- 15782 Marine Drive White Rock, British Columbia V4B 1E6 PHONE: (604) 536-2711 x 6

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9. Date of Report

DATED at White Rock, British Columbia, this 4[th] day of February 2021.

“Doris Meyer”

Doris Meyer, Corporate Secretary

www.tdggold.com

TDG Gold Corp. Unit 1 - 15782 Marine Drive White Rock, B.C. V4B 1E6

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TDG GOLD CORP. GRANTS STOCK OPTIONS

White Rock, British Columbia, February 3, 2021. TDG Gold Corp (TSXV: TDG) (the “Company” or “TDG”) reports that on February 1, 2021 the directors of TDG granted a total of 3,487,500 incentive stock options of the capital stock of the Company to directors, officers, employees and consultants exercisable for up to a five-year period at an exercise price of $0.35, pursuant to TDG’s stock option plan.

About TDG Gold Corp.

TDG is a major mineral claim holder in the Toodoggone District of northern British Columbia, Canada, with over 23,000 hectares of brownfield and greenfield exploration opportunities under direct ownership or earn-in agreement. TDG’s key projects are the former producing, high-grade gold and silver Shasta and Baker Mines which are both road accessible, produced intermittently between 1979-2012, and have over 50,000 metres of historical drilling. In 2021, TDG proposes to advance the projects through compilation of historical data, new geological mapping, geochemical and geophysical surveys, and drill testing of the known mineralization occurrences and their extensions. TDG currently has 57,335,335 common shares issued and outstanding; at December 31[st] 2020, TDG had approximately $4.85 million cash in treasury.

ON BEHALF OF THE BOARD

Fletcher Morgan, Chief Executive Officer

For further information:

Visit: www.tdggold.com 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.