Vancouver, British Columbia--(Newsfile Corp. - May 15, 2026) - Dryden Gold Corp. (TSXV: DRY) (OTCQX: DRYGF) (FSE: X7W) ("Dryden Gold" or the "Company") is pleased to announce that it has closed (the "Closing") its previously announced (April 27, 2026) non-brokered equity financing (the "Upsized Financing") to include an aggregate of 22,716,146 common shares for aggregate proceeds of $9,595,045.60. The Upsized Financing is comprised of flow-through common shares (the "FT Shares") and charity flow-through common shares (the "CFT Shares"). 16,031,449 FT Shares were issued at $0.41 per FT Share for aggregate proceeds of $6,572,894.09, and 6,684,697 CFT Shares were issued at a price of $0.452 per CFT Share for aggregate proceeds of $3,022,151.51. 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") and "Ontario focused flow-through shares" as defined in the Taxation Act, 2007 (Ontario) ("Ontario Tax Act"). A finders' fee of 6% cash, for a total of $291,028.46 under the Upsized Financing was paid to eligible arm's length persons with respect to certain subscriptions accepted by the Company. Interward Asset Management Ltd. acted as financial advisor to the Company regarding the Upsized Financing.
The Company is pleased to announce that in connection with the Upsized Financing, Centerra Gold Inc. ("Centerra") exercised their 'top-up right' to retain their 9.9% interest in the Company as granted within the investor rights agreements, dated December 17, 2024. Centerra purchased 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. ("Alamos") purchased 2,410,000 common shares issued under the charity flow-through portion of the financing. Alamos now holds an aggregate of 25,413,326 common shares of the Company maintaining its 10.46% ownership of the outstanding shares of the Company.
The gross proceeds of the Upsized Financing will be used to fund 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 issuance of the shares under the offering remains subject to the final acceptance by the TSX Venture Exchange (the "TSXV") and compliance with applicable regulatory requirements including requirements under National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"). All of the securities issued in connection with the Upsized Financing will be subject to a "hold period" of four months and one day pursuant to applicable Canadian securities laws.
EARLY WARNING REPORT BY ALAMOS GOLD INC.
An early warning report in respect of the Share Issuance will be filed in accordance with applicable securities laws and will be available on Dryden's SEDAR+ profile at www.sedarplus.ca. To obtain a copy of the early warning report, once filed, please contact Alamos at Brookfield Place, 181 Bay Street, Suite 3910, Toronto, Ontario, M5J 2T3, Attention: Scott K. Parsons, 416-368-9932 x 5439.
Alamos acquired the common shares for investment purposes, which investment will be evaluated and may be increased or decreased from time to time at Alamos' discretion.
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.
ABOUT DRYDEN GOLD CORP.
Dryden Gold Corp. is an exploration company focused on the discovery of high-grade gold mineralization and is listed on the TSX Venture Exchange ("DRY"), on the OTCQX Marketplace ("DRYGF") and on the FSE ("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.
CONTACT INFORMATION
| Trey Wasser, CEO Email: twasser@drydengold.com Phone: 940-368-8337 | Maura Kolb, M.Sc. P. Geo., President Email: mjkolb@drydengold.com Social: Linktree |
| Ashley Robinson, Dir of Corporate Communications | Website: www.drydengold.com |
| Email: ir@drydengold.com | Phone: 604-764-7493 |
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: receipt of corporate and regulatory approvals, issuance of common shares; future development plans; 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 cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; political and regulatory risks associated with mining and exploration; risks related to the maintenance of stock exchange listings including receipt of TSX Venture Exchange approval for the offering; risks related to environmental regulation and liability; 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 cautioned 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.
NOT FOR DISTRIBUTION IN THE UNITED STATES
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Source: Dryden Gold Corp.
