DFR.V · 2023-04-06 12:00:00

DFR Gold Inc. Announces US$1.7 million Unsecured Convertible Debenture Offering

Financings Debt & Credit Facilities

Vancouver, B.C. (April 6, 2023) – DFR Gold Inc. (TSX‐V:DFR) (“DFR” or the “Company”) is pleased to announce

a private placement of unsecured convertible debentures (“Debentures”) of the Company for total gross

proceeds in an aggregate amount of US$1,705,750. The Debentures were issued to certain insiders and

management of the Company (the “Debenture Offering”).

Debenture Offering

The Debentures will mature on 29 February 2024 (the “Maturity Date”), unless converted earlier in

accordance with their terms. The Debentures bear interest at a rate of 12.5% per annum, which is payable

on the Maturity Date, unless the Debentures are converted earlier, in which case the interest payable will be

equal to the amount of interest that would have been payable under the Debentures if the conversion had

occurred on the Maturity Date.

The Debentures are automatically convertible into common shares of the Company (“Common Shares”) on

the earlier of: (i) the Maturity Date, and (ii) the completion by the Company of an equity raise in an aggregate

amount of at least US$2 million (an “Equity Raise”). If converted pursuant to an Equity Raise, the principal

will be converted at the higher of: (i) the closing price of the Common Shares on the TSX Venture Exchange

(the “TSX‐V”) on April 5, 2023, being the date before the Debentures were issued (the “Minimum Permitted

Price”), and (ii) the subscription price per Common Share in the Equity Raise (such higher price, the “Equity

Raise Principal Conversion Price”), and interest will be converted at the higher of: (i) the Equity Raise

Principal Conversion Price, and (ii) the closing price of the Common Shares on the date immediately preceding

such conversion. The Debentures (and the underlying Common Shares) are subject to a statutory hold period

in Canada, which will expire on August 7, 2023, being the date that is four months and one day from the date

of issuance.

If no Equity Raise occurs prior to the Maturity Date, the principal will be converted at the higher of: (i) the

Minimum Permitted Price, and (ii) the volume weighted average price of the Common Shares on the TSX‐V

for the 30 days prior to the Maturity Date (such higher price, the “Maturity Date Principal Conversion Price”)

and interest will be converted at the higher of: (i) the Maturity Date Principal Conversion Price, and (ii) the

closing price of the Common Shares on the TSX‐V on the date immediately preceding the Maturity Date.

The Company intends to use the proceeds of the Debenture Offering for drilling purposes and working

capital. The closing of the Debenture Offering is subject to customary conditions, including the approval of

the TSX‐V.

The Debentures were issued to Brian Kiernan, the Chairman and a director of the Company, Spirit Resources

SARL (“Spirit”), an entity controlled by Jean‐Raymond Boulle, John McGloin, CEO and a director of the

Company, Jean Lindberg Charles, CFO of the Company, and Kieran Harrington, VP Exploration of the

Company. Each of Mr. Kiernan and Mr. Boulle (through Spirit) holds in excess of 10% of the Common Shares

of the Company.

Pursuant to Multilateral Instrument 61‐101 ‐ Protection of Minority Security Holders in Special Transactions

("MI 61‐101"), the participation by Mr. Kiernan, Mr. Boulle, Mr. McGloin, Mr. Charles and Mr. Harrington in

the Debenture Offering constitutes a “related party transaction” as each of them is a related party of the

Company. The Company is relying on an exemption from the formal valuation and minority shareholder

approval requirements of MI 61‐101 pursuant to exemptions contained in sections 5.5(b) and 5.7(a) of MI

61‐101 on the basis that at the time of the Debenture Offering, the Company is not listed on any of the

proscribed markets listed in section 5.5(b) of MI 61‐101 and neither the fair market value of the securities to

be distributed in the Debenture Offering nor the consideration to be received for those securities, insofar as

the Debenture Offering involved a related party, exceeds 25% of the Company's market capitalization.

Ends

DFR GOLD INC.

Join McGloin, CEO

Contact: [email protected]

Michael Oke/Andy Mills: +44 20 7321 0000

Aura Financial LLP: www.aura‐financial.com

Notes to Editors:

DFR Gold is a TSX Venture Exchange listed exploration and mine development company focused on gold in

West Africa. DFR Gold holds interests in a portfolio of West African gold exploration projects including the

highly prospective Cascades gold project (“Cascades”) in Burkina Faso. Cascades has a Mineral Resource*

prepared in accordance with NI 43‐101 comprising 5.41 million tonnes of indicated resources at an average

grade of 1.52 g/t Au for a total 264,000 ounces of gold: and 6.93 million tonnes of inferred resources at an

average grade 1.67 g/t Au for a total of 371,000 ounces of gold. Please see the Company’s technical report

titled “Amended and Re‐stated Technical Report on the Labola Project Burkina Faso” dated April 2, 2022,

with an effective date of April 20, 2022 for further information regarding Cascades. This report can be

located at www.dfrgold.com.

In Madagascar, DFR Gold has an advanced high grade hard rock zircon exploration prospect located in the

west of the country, approximately 220km east of the port of Maintirano and close to a state road. DFR Gold

acquired Beravina from Pala Investments and Austral Resources in 2016.

Website: Error! Hyperlink reference not valid.www.dfrgold.com

The Company’s public documents may be accessed at www.sedar.com

Neither the TSXV 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.

Additional Mineral Resource Estimate Disclosures

1. *Mineral Resources, which are not Mineral Reserves, do not have demonstrated economic viability.

The estimate of Mineral Resources may be materially affected by environmental, permitting, legal,

marketing, or other relevant issues. The Mineral Resources in this note were reported using CIM

(2014) Standards on Mineral Resources and Reserves, Definitions and Guidelines and adopted by

CIM Council.

2. The quantity and grade of reported Inferred resources in this estimation are uncertain in nature

and there has been insufficient exploration to define this Inferred Resource as an Indicated or

Measured Mineral Resource. It is uncertain if further exploration will result in upgrading the

Inferred Resource to an Indicated or Measured Mineral Resource category.

3. The Mineral Resource has been constrained by an open pit evaluation using a gold price of

US$1900 per ounce, and then reported at a cut‐off of 0.5 g/t Au.

4. Contained metal and tonnes figures in totals may differ due to rounding.

Forward‐Looking Statements:

This release contains certain “forward‐looking information” within the meaning of applicable Canadian securities

legislation. All statements other than statements of historical fact in this release that address activities, events or

developments that DFR Gold expects or anticipates will or may occur in the future are forward‐looking statements or

information. Forward‐looking statements in this news release include statements regarding the Debenture Offering and

the completion thereof; and the intended use of proceeds of the Debenture Offering. Often, but not always, forward‐

looking information can be identified by the use of words such as “aim”, “aspire”, “strive”, “will”, “expect”, “intend”,

“plan”, “believe” or similar expressions as they relate to DFR Gold. Forward‐ looking information is subject to a variety

of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the

forward‐looking information.

There are a number of important factors that could cause DFR Gold’s actual results to differ materially from those

indicated or implied by forward‐looking statements and information. Such factors include, among others: the ability to

obtain requisite regulatory approvals; the ability to finance the drilling campaign; commodity prices; the gold

exploration and mining industry in general; the potential impact of the announcement on relationships; including with

regulatory bodies, employees; suppliers, customers and competitors; changes in general economic, business and

political conditions, including changes in the financial markets; changes in applicable laws; and compliance with

extensive government regulation. Should one or more of these risks, uncertainties or other factors materialize, or should

assumptions underlying the forward‐looking information or statement prove incorrect, actual results may vary

materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

DFR Gold cautions that the foregoing list of material factors is not exhaustive. When relying on DFR Gold’s forward‐

looking statements and information to make decisions, shareholders should carefully consider the foregoing factors and

other uncertainties and potential events. DFR Gold has assumed that the material factors referred to in the previous

paragraph will not cause such forward looking statements and information to differ materially from actual results or

events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that

such assumptions will reflect the actual outcome of such items or factors. The forward‐looking information contained

in this release represents the expectations of DFR Gold as of the date of this release and, accordingly, is subject to

change after such date. Readers should not place undue importance on forward looking information and should not

rely upon this information as of any other date. While DFR Gold may elect to, it does not undertake to update this

information at any particular time except as required in accordance with applicable laws.

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