Mr. Trey Wasser reports
DRYDEN GOLD ANNOUNCES UPSIZING OF ITS EQUITY FINANCING WITH PARTICIPATION FROM CENTERRA GOLD AND ALAMOS GOLD
As a result of excess demand Dryden Gold Corp. is increasing the previously announced (April 14, 2026) non-brokered equity financing to include up to an aggregate of 23 million common shares for aggregate proceeds of up to $9,716,280. The upsized financing comprises flow-through common shares (the FT shares) and charity flow-through common shares (the CFT shares). Up to 16.2 million FT shares will be offered at 41 cents per FT share for aggregate proceeds of up to $6,642,000. And up to 6.8 million CFT shares will be offered at a price of 45.2 cents per CFT share for aggregate proceeds of up to $3,074,280. The FT shares and the CFT shares will qualify as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and Ontario-focused flow-through shares as defined in the Taxation Act, 2007 (Ontario). The upsized financing is subject to compliance with applicable securities laws and the approval of the TSX Venture Exchange. Finders' fees of 6 per cent cash under the upsized financing may be payable to eligible arm's-length persons with respect to certain subscriptions accepted by the company. The upsized financing is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. All the securities issued under the upsized financing will be subject to a hold period of four months and one day.
The company is pleased to announce that in connection with the upsized financing, Centerra Gold will the exercise their top-up right to retain their 9.9-per-cent interest in the company as granted within the investor rights agreements, dated Dec. 17, 2024. Centerra will purchase 2,305,000 common shares issued under the charity flow-through portion of the financing.
The company is also pleased to announce that Alamos Gold Inc. will purchase 2.41 million common shares issued under the charity flow-through portion of the financing. Alamos currently holds an aggregate of 23,003,326 common shares of the company, representing a security holding percentage of 10.46 per cent. At closing Alamos will hold an aggregate of 25,413,326 common shares of the company maintaining its 10.46-per-cent ownership of the outstanding shares of the company.
The gross proceeds of the upsized financing will be used to finance additional drilling and exploration on the company's 90,000-hectare property in Northwestern Ontario. An amount equal to the gross proceeds from the issuance of the FT shares and the CFT shares will be used to incur eligible resource exploration expenses which will qualify as (i) Canadian exploration expenses (as defined in the tax act), (ii) as flow-through mining expenditures (as defined in Subsection 127(9) of the tax act); and as eligible Ontario exploration expenditures within the meaning of the Ontario Tax Act.
The company anticipates that insiders may subscribe for CFT shares. The issuance of CFT shares to insiders is considered a related party transaction subject to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(b) and 5.7(b) of Multilateral Instrument 61-101.
About Dryden Gold Corp
Dryden Gold is an exploration company focused on the discovery of high-grade gold mineralization listed on the TSX Venture Exchange (DRY) and traded on the OTCQX (DRYGF), as well as the Frankfurt Stock Exchange (X7W). The company has a strong management team and board of directors comprises experienced individuals with a record of building shareholder value through property acquisition and consolidation, exploration success, and mergers and acquisitions. Dryden Gold controls a 100-per-cent interest in a dominant strategic land position in the Dryden district of Northwestern Ontario. Dryden Gold acknowledges all indigenous peoples and that it is operating on the traditional homelands of the Wabigoon Lake Ojibway Nation and Eagle Lake First Nation. Dryden Gold's property package includes historic gold mines but has seen limited modern exploration. The property hosts high-grade gold mineralization over 50 kilometres of potential strike length along the Manitou-Dinorwic deformation zone. The property has excellent infrastructure, enjoys first nations support and proximity to an experienced mining work force.
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