NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia--(Newsfile Corp. - July 17, 2025) - Dryden Gold Corp. (TSXV: DRY) (OTCQB: DRYGF) (FSE: X7W) ("Dryden Gold" or the "Company") wishes to announce a proposed non-brokered equity financing under the Listed Issuer Financing Exemption (as defined below), whereby the Company intends to raise up to $7 million through an offering of up to 34,285,714 shares (the "LIFE Offering" or the "Financing") comprised of flow-through common shares (the "FT Shares"), charity flow-through shares (the "CFT Shares") and hard dollar shares (the "HD Shares"). Up to 14,285,714 FT Shares will be offered at $0.24 per share for maximum aggregate proceeds of $2,000,000. Up to 12,500,000 CFT Shares will be offered at a price of $0.284 per CFT Share for maximum aggregate proceeds of $3,550,000. Up to 7,500,000 HD Shares will be offered at a price of $0.20 per HD Share for maximum aggregate proceeds of $1,450,000. Subject to compliance with applicable securities laws and the approval of the TSX Venture Exchange (the "TSXV"), finders' fees of 6% cash of the CFT Shares, FT Shares and HD Shares sold under the Financing may be payable to eligible arm's length persons with respect to certain subscriptions accepted by the Company.
The proceeds of the Financing will be used to expand the Company's current drill program to 30,000 meters and for general corporate purposes.
The LIFE Offering will close in one or more tranches on completion of documentation with the final closing on or before September 5, 2025, or such other date or dates as the Company may determine, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the LIFE Offering is being made pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). The securities offered under the Listed Issuer Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document related to this Offering that can be accessed under the Company's profile at www.sedarplus.ca and at https://drydengold.com/. Prospective investors should read this offering document before making an investment decision.
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) (the "Tax Act"). 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), and (ii) as "flow-through mining expenditures" (as defined in subsection 127(9) of the Tax Act).
The Company anticipates that insiders may subscribe for HD Shares. The issuance of HD 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.
Qualified Person
The technical disclosure in this news release has been reviewed and approved by Maura J. Kolb, M.Sc., P.Geo., President of Dryden Gold and a Qualified Person as defined by National Instrument 43-101 of the Canadian Securities Administrators
ABOUT DRYDEN GOLD CORP.
Dryden Gold Corp. is an exploration company focused on the discovery of high-grade gold mineralization listed on the TSX Venture Exchange ("DRY"), on the OTCQB marketplace ("DRYGF") and on the Frankfurt Exchange ("X7W") The Company has a strong management team and Board of Directors comprised of experienced individuals with a track record of building shareholder value through property acquisition and consolidation, exploration success, and mergers and acquisitions. Dryden Gold controls a 100% interest in a dominant strategic land position in the Dryden District of Northwestern Ontario. Dryden Gold's property package includes historic gold mines but has seen limited modern exploration. The property hosts high-grade gold mineralization over 50km of potential strike length along the Manitou-Dinorwic deformation zone. The property has excellent infrastructure, enjoys collaborative relationships with First Nations communities and benefits from proximity to an experienced mining workforce.
For more information, go to our website www.drydengold.com.
CONTACT INFORMATION
| Trey Wasser, CEO email: twasser@drydengold.com phone: 940-368-8337 Ashley Robinson, Investor Relations Email: ir@drydengold.com | Maura Kolb, M.Sc., P. Geo., President Email: mjkolb@drydengold.com Phone: 807-632-2368 |
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements: The information contained herein contains "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements include, but are not limited to, statements with respect to future development plans; future acquisitions; exploration programs; and the business and operations of Dryden Gold. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be "forward-looking statements." Forward-looking statements are subject to a variety of risks and uncertainties which could affect actual events or results to differ from those reflected in the forward-looking statements including, the potential for delays in exploration or development activities; the uncertainty of profitability; risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; the possibility that future exploration, development or mining results will not be consistent with the Company's expectations; risks related to commodity price fluctuations; and other risks and uncertainties related to the Company's prospects, properties and business detailed elsewhere in Dryden Gold's and the Company's disclosure record. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Investors are conditioned against attributing undue certainty to forward-looking statements. These forward-looking statements are made as of the date hereof and Dryden Gold and the Company do not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from Dryden Gold's and the Company's expectations or projections.
UNITED STATES ADVISORY. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), have been offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/259091
SOURCE: Dryden Gold Corp.
