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Dryden Gold Arranges Strategic Investment by Centerra Gold Through $3.38 Million Non- Brokered Private Placement

Financings

Dryden Gold Arranges Strategic Investment by

Centerra Gold Through $3.38 Million Non-

Brokered Private Placement

Vancouver, British Columbia--(Newsfile Corp. - December 10, 2024) -

Dryden Gold Corp. (TSXV:

DRY) (OTCQB: DRYGF)

("

Dryden Gold

" or the "

Company

") is pleased to announce that it has

arranged a C$3.38 million non-brokered private placement (the "

Offering

") of an aggregate of

14,930,001 common shares. In connection therewith, the Company and Centerra Gold Inc.

(TSX: CG)

(NYSE: CGAU)

("

Centerra

") have agreed to a strategic investment, whereby Centerra will acquire

approximately 9.9% of the issued and outstanding common shares of the Company (the "

Shares

")

following completion of the Offering.

The Offering will consist of: (i) 11,988,825 charity flow through shares (the "

CFT Shares

") at a price of

$0.24 per CFT Share and (ii) 2,941,176 hard dollar shares (the "

HD Shares

") at a price of $0.17 per

HD Share, all for total aggregate proceeds of $3,377,390 an average price of $0.23 per share based on

the 20-day volume weighted average price ("

VWAP

"). Centerra will be the end purchaser of all the CFT

Shares (following the charitable flow through donations in the Offering) and all the HD Shares. No finder's

fees will be paid with respect of the Shares.

Trey Wasser, CEO of

Dryden Gold,

states,

"We're very excited to welcome Centerra as a new strategic

investor in Dryden Gold. Centerra is using its strong balance sheet to focus on organic growth through

strategic investments and is providing valuable capital to select junior mining companies. We look at

this investment as a strong validation of our Property, our Team and the science behind our

exploration program. The proceeds of this financing will go directly towards advancing and expanding

our exploration initiatives in the Dryden Gold District. Together with our recently closed financing, the

Company will now be fully financed through 2025 with a $5.8MM exploration budget and an additional

$2MM in hard dollars to cover G&A, marketing and our final property payment to Alamos Gold."

The proceeds from the Offering will be used to advance exploration at Dryden Gold's 70,000-hectare

property in northwest Ontario. All of the gross proceeds received by the Company from the issuance of

the CFT Shares will be used to incur eligible "Canadian exploration expenses" (as defined in subsection

66.1(6) of the Income Tax Act (Canada) (the "

Tax Act

") that will qualify as "flow-through mining

expenditures" (as defined in subsection 127(9) of the Tax Act).

The Closing of the Offering is subject to a number of conditions including approval of the TSX Venture

Exchange (the "

TSXV

"), completion of due diligence by Centerra and the signing of an investor rights

agreement (the "

IRA

"), whereby, subject to certain conditions, including time and ownership thresholds,

Centerra will have certain rights, including the right to participate in future equity issuances to maintain its

ownership in the Company. A copy of the IRA will be available under the Company's SEDAR+ profile on

www.sedarplus.ca

, following Closing of the Offering.

The Offering is expected to close on or about December 17, 2024. All Shares issued in connection with

the Offering will be subject to a hold period of four months and one day from the date of closing, in

accordance with applicable Canadian securities legislation.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the

securities in the United States. The securities have not been and will not be registered under the United

States Securities Act of 1933, as amended (the "

U.S. Securities Act

"), or any state securities laws and

may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as

defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act

and applicable state securities laws or an exemption from such registration is available.

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 listed on the TSX Venture Exchange ("

DRY

") and on the OTCQB marketplace

("

DRYGF

"). 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:

[email protected]

Phone: 940-368-8337

Ashley Robinson, Investor Relations

Email:

[email protected]

X:

@DrydenGold

Maura Kolb, M.Sc. P. Geo., President

Email:

[email protected]

Phone: 807-632-2368

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; risks related to the outcome of legal proceedings; 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.

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/233164