TDG Gold acquiring Anyox Copper Project, British Columbia
TDG Gold Corp [TSXV: TDG] has entered into an amalgamation agreement with Anyox Copper Ltd. which holds the former producing Anyox Copper project, located on the northwest coast of British Columbia, and a wholly-owned subsidiary of TDG, dated June 16, 2025 (the Amalgamation Agreement) under which the company proposes to acquire all of the issued and outstanding securities of Anyox by way of a three-cornered amalgamation.
In connection with the Acquisition, the Company also entered into an agreement with BMO Capital Markets, acting as lead manager and sole bookrunner, under which BMO, together with Clarus Securities, acting as co-lead underwriter, and on behalf of a syndicate of 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 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 ΓÇÿGolden Horseshoe’ of British Columbia. 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 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, 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 AuRORA 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.”
Effective June 16, 2025, Michael Kosowan, a current director and greater than 10% owner of TDG, has assumed the role of Chair of the Board of Directors, succeeding Stephen Quin. Mr. Quin will continue as a director of the company and to lead TDG’s Technical Advisory Group.
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.
Located in the southern tip of British Columbia’s Golden Triangle, 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 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.
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 ΓÇÿBesshi Type. 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 records indicate that, over its 21-year mine life (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).
Under the terms of the Amalgamation Agreement, Anyox will acquire all of the outstanding Class A common shares of Anyox in exchange for common shares in the capital of the company 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 deemed price of each Consideration Share is $0.60.
The Amalgamation Agreement provides that the Acquisition is subject to several conditions including, among other things completion of the Concurrent Financing, a vote of the shareholders of Anyox, and receipt of all regulatory approvals, including TSX Venture Exchange approval.
The concurrent financing will consist of the issuance of a combination of 15,000,000 non-flow-through common shares of thec (NFT Shares) at price of $0.60 per NFT Share; 11,700,000 non-critical minerals charity flow-through common shares of the Company (Non-Critical CFT Shares) at a price of $0.84 per Non-Critical CFT Share; and 6,700,000 critical minerals charity flow-through common shares of the Company (Critical CFT Shares, together with the NFT Shares and the Non-Critical CFT Shares, the Financing Securities) at a price of $0.93 per Critical CFT Shares.
Skeena intends to subscribe to 6,666,667 common shares of TDG at $0.60 for gross proceeds of $4,000,000, which will increase pro-forma ownership to 29,666,667 common shares, or 11 % of the Company.
The financing securities will be offered by way of private placement exemptions in all the provinces of Canada (except Quebec), the United States and other offshore jurisdictions as may be agreed between the company and the underwriters.
The company has granted the underwriters an option, exercisable at the applicable offering price up to 48 hours prior to the closing of the concurrent financing, to purchase additional financing securities representing up to 15% of the financing securities issued in connection with the Concurrent Financing. In consideration for the services rendered by the underwriters in connection with the concurrent financing, the company has agreed to pay to the Underwriters on closing a cash commission equal to 6% of the gross proceeds from the Concurrent Financing.
Net proceeds from the sale of the NFT Shares will be used by for continued exploration on TDG’s mineral properties in British Columbia, with a principal focus on the Greater Shasta-Newberry project and Baker Complex, exploration of the Anyox Property, costs of completing the Acquisition, and general working capital.
The current intended exploration expenditure allocation among the projects from the Concurrent Financing will be: ~C$8 million in 2025 on Greater Shasta-Newberry and the ~12 km structural corridor surrounding to include geophysics, geochemistry and detailed geological mapping plus diamond drilling initially at the AuWEST target on the boundary with AuRORA; with follow-up activities also planned at TDG’s epithermal gold-silver projects.
~C$5 million on the Anyox project before the end of 2025 including geophysics to help define initial drill targets for drill testing; and leading to a proposed second phase of drilling for an additional ~C$5 million in 2026.
TDG is a major mineral tenure holder in the Toodoggone District of north-central British Columbia, Canada, with 100% ownership of ~50,000 hectares of brownfield and greenfield exploration ground.
In 2023, TDG defined the 5.5 km2 Greater Shasta-Newberry exploration target area which is located directly adjacent to the gold-rich copper porphyry AuRORA discovery announced by Freeport McMoran Inc. and Amarc Resources Ltd.
In 2024, TDG identified new copper-gold target areas over an expanded footprint covering ~53 km2 known as the Baker Complex, including the North Quartz and Trident targets. In January 2025, TDG identified an additional porphyry copper +/- molybdenum target at Erebus located within TDG’s Bot. In February 2025, TDG completed the Sofia acquisition, which includes porphyry copper +/- molybdenum +/- gold targets (ARIS Report 41231).
TDG’s other projects within the property package include the former producing, gold-silver Shasta and gold-silver-copper Baker mines, which produced intermittently between 1981-2012, and the historical high-grade gold Mets developed prospect, all of which are road accessible, and combined have over 65,000 metres of historical drilling. These projects have been advanced through compilation of historical data, new geological mapping, geochemical and geophysical surveys and, at Shasta, 13,250 metres of modern HQ drill testing of the known mineralization occurrences and their potential extensions. In 2025, TDG published an updated Mineral Resource Estimate4 for Shasta which remains open at depth and along strike.