Dryden Gold Corp. Announces Proposed Business Combination Transaction and Concurrent Financing
Dryden Gold Corp. Announces Proposed Business Combination Transaction
and Concurrent Financing
Not for distribution to United States news wire services or for dissemination in the United
States.
Calgary, Alberta — October 31, 2023 — Dryden Gold Corp. (“Dryden Gold” or the “Company”) is pleased
to announce it has entered into an amalgamation agreement dated October 30, 2023 (the “Definitive
Agreement”) with 1317223 B.C. LTD. (“223”) pursuant to which the Company will amalgamate (the
“Amalgamation”) with 223 and continue as one corporation (the “Transaction”), being the “Resulting
Issuer”. As a result of the Transaction, the securityholders of 223 and Dryden Gold will become
securityholders of the Resulting Issuer. Upon completion of the Transaction, the Resulting Issuer (to be
named “Dryden Gold Corp.”) will carry on the business of Dryden Gold, as described herein.
Dryden Gold anticipates that the Transaction will enable the Resulting Issuer to meet the initial listing
requirements of the TSX Venture Exchange (“TSXV”) for a “Tier 2 Mining Issuer” (as such term is defined
in the policies of the TSXV).
Dryden Gold Corp.
Dryden Gold was incorporated in November of 2021, focusing on high-grade gold exploration
opportunities and projects within the historic Kenora and Patricia Mining Divisions (the “Dryden District”
of Northwestern Ontario. Dryden Gold has assembled a strong management team with an initial goal to
build a dominant land position in the under-explored Dryden District which offers excellent infrastructure
and year around access. With that objective, Dryden Gold has acquired two highly prospective
opportunities; the Manitou property (the “Manitou Property”) and the Tremblay project (the “Tremblay
Project”). Together, the Manitou Property and Tremblay Project will be the material property of the
Resulting Issuer and the Qualifying Property (as defined in the policies of the TSXV).
With strong support from stakeholders and the Board of Directors, Dryden Gold has consolidated a
strategic land position totaling over 48,000 hectares that includes over 50km strike length covering the
regional gold bearing structure known as the Manitou-Dinorwic deformation zone. Dryden Gold has
completed historical data compilation, geophysical survey and geophysical evaluation on the property.
Dryden Gold has used the data to create a new geological model for the Gold Rock Camp (part of The
Manitou Property). The new interpretation drives exploration targeting for field work and diamond drilling
testing. High-grade gold has been identified across the entire Property through historic mining, drilling
and ground samples.
The Manitou Property
The Manitou Property is comprised of mineral claims, patented mining claims and Mining Licenses of
Occupation, covering an area of approximately 15,650 hectares, centered approximately 40 kms south of
the town of Dryden in northwestern Ontario. The Manitou Property is broken into two areas, the Gold
Rock Camp and the Lower Manitou which are accessed using forestry roads and trails off Highway 502.
Dryden Gold’s initial focus will be on the Gold Rock Camp where high-grade gold was mined in the early
1900’s and was recently drilled by Manitou Gold Corp. (“Manitou”, now Alamos Gold).
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On April 21, 2022, the Company entered into a three-year option agreement with Manitou. Under the
terms of the option agreement (as amended), the Company is required to make payments of C$7,000,000,
in cash and shares, to Manitou, of which Dryden has issued an aggregate of 4,000,000 shares at a price of
$0.25 per share and made aggregate cash payments of $1,500,000. In addition, the Company must incur
exploration expenditures on the Manitou Property totaling C$1,400,000 over a three-year period. Once
the option is earned, the Company will vest a 100% interest in the Manitou Property, subject to a 1% NSR
royalty to be retained by Manitou; the Company can purchase half of the NSR at any time for $500,000.
Certain mining claims, patents and/or licenses comprising, in part, the Manitou Property are subject to
existing NSR’s in amounts ranging from 0.25% to 2.5% and are also subject to a one-time payment of
$2,000,000 to Goldcorp Inc., due upon the preparation of a National Instrument 43-101 technical report
indicating a measured and indicated mineral resource of or exceeding 2,000,000 gold ounces or gold
equivalent ounces.
The Tremblay Project
The Tremblay Project is comprised of 1,164 single cell mining claims, covering an area of approximately
23,283 hectares separated into five main blocks, four of which are contiguous via linking claims. Access
to the northeastern claim block part of the Tremblay Area is off Highway 72, the three eastern and
southeastern claim blocks are accessed via access roads off Trans Canada Highway 17.
The Tremblay Claims were optioned, from two prospectors in an agreement dated February 8, 2022.
Under the terms of the agreement (as amended), the Company can acquire a 100% interest in the
Tremblay Project by making payments of CAD $625,000, payable in cash and shares, and incurring
$1,200,000 in exploration expenditures over a period of four years. Once the option is earned, the
Company will vest a 100% interest, subject to a 2% net smelter return royalty to be retained by the
optionors, of which 1% can be bought down at any time for $1,000,000 in cash.
A portion of the Tremblay Project known as Turtle Pond will be included in the Gold Rock Camp. The
balance of the property will see further exploration on a regional basis. To further refine future deep
geophysical and exploration programs Dryden Gold has completed a high-resolution magnetic survey over
the entire Tremblay Project. Processing is underway to create 3D images of the subsurface which will aid
in selecting high priority areas.
Definitive Agreement
The Definitive Agreement between 223 and Dryden Gold provides for, among other things, an
amalgamation under the Business Corporations Act (British Columbia), (the “Amalgamation”), pursuant
to which:
i. 223 will complete a consolidation of its issued and outstanding common shares (the
“Consolidation”) on the basis of 1 pre-Consolidation common share for every 0.864864865 post-
Consolidation common share, resulting in the outstanding share capital of 223 being comprised
of an aggregate of 4,000,000 post-Consolidation common shares (each a “223 Share”);
ii. 223 and Dryden Gold will cease to exist as separate legal entities and continue as one corporation,
the Resulting Issuer;
iii. all of the outstanding 223 Shares will be cancelled and, in consideration therefor, the holders
thereof will receive common shares of the Resulting Issuer (each, a “Resulting Issuer Share”) on
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the basis of one Resulting Issuer Share at a deemed price of $0.25 per Resulting Issuer Share for
each 223 Share previously outstanding;
iv. all of the 44,355,893 outstanding Dryden Gold Shares will be cancelled and, in consideration
therefor, the holders thereof will receive Resulting Issuer Shares at a deemed price of $0.25 per
Resulting Issuer Share on the basis of one Resulting Issuer Share for each Dryden Gold Share
previously outstanding;
v. an aggregate of 3,475,000 share purchase warrants of Dryden Gold (the “Dryden Warrants”) will
be cancelled and, in consideration therefor, the holders thereof will receive share purchase
warrants of the Resulting Issuer (the “Resulting Issuer Warrants”) exercisable to acquire common
shares of the Resulting Issuer Shares on the basis of one Resulting Issuer Warrant for each Dryden
Warrant previously outstanding;
vi. an aggregate of 3,100,000 stock options of Dryden Gold (the “Dryden Options”) will be cancelled
and, in consideration therefor, the holders thereof will receive stock options of the Resulting
Issuer (the “Resulting Issuer Options ”) exercisable to acquire common shares of the Resulting
Issuer Shares on the basis of one Resulting Issuer Option for each Dryden Option previously
outstanding; and
vii. the Resulting Issuer will be named “Dryden Gold Corp.”, or such other name as determined by
223.
Completion of the Transaction will be subject to certain conditions (the “ Transaction Conditions ”),
including among others: (i) the requirement for Dryden Gold to obtain shareholder approval for the
Amalgamation; (ii) the requirement for 223 to obtain approval of all of the shareholders of 223 with
respect to the Amalgamation; (iii) the completion of the Offering (as defined below); (iv) the completion
of the Consolidation by 223; (v) obtaining the approval of the TSXV with respect to the listing of the
Resulting Issuer Shares; (vi) the TSXV shall have granted an exemption or waiver from the sponsorship
requirement or a sponsor shall have filed an acceptable report with the TSXV; and (vi) Dryden Gold shall
not be in default of the requirements of any securities commission and no order shall have been issued
that would prevent the Transaction or trading of any securities of Dryden Gold.
Concurrent Offering
In connection with the Transaction, Dryden Gold intends to complete a non-brokered private placement
of a minimum of 12,000,000 and a maximum of 20,000,000 Subscription Receipts, (the “ Subscription
Receipts”) at a price of $0.25 per Subscription Receipt for aggregate gross proceeds of a minimum of
$3,000,000 and a maximum of $5,000,000 (collectively, the “Offering”).
It is expected that the Company will pay certain arm’s length eligible persons (each, a “Finder”) a finder’s
fee equal to 6.0% of the aggregate gross proceeds of the subscribers participating in the Offering
introduced by such Finders (“Finder’s Fee”), payable on the closing date of the Offering. In addition, the
Company will issue to such Finders, finder’s warrants (the “Finder’s Warrants”) exercisable to acquire that
number of Dryden Gold Shares as is equal to 6.0% of the aggregate number of Subscription Receipts issued
pursuant to the Offering to the subscribers introduced by each such Finder. Each Finder’s Warrant shall
be exercisable to acquire one Dryden Gold Share at a price of $0.40 for a period of two years following
the closing of the Offering.
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The gross proceeds derived from the sale of the Subscription Receipts, will be held in escrow on behalf of
the subscribers of the Subscription Receipts by an escrow agent to be appointed by the Company,
pursuant to the terms of a Subscription Receipt subscription agreements (the “Subscription Agreements”)
to be entered into in connection with the Offering.
Each Subscription Receipt will be, in accordance with the Subscription Agreement, automatically
converted, without payment of any additional consideration and without any further action on the part
of the holder thereof, upon the satisfaction of certain conditions related to the Transaction (the “Escrow
Release Conditions”) into a unit, comprised of one common share of Dryden (a “Common Share”), and
one-half of one share purchase warrant, with each whole warrant (a “Dryden Unit Warrant”) exercisable
to acquire a Common Share at a price of $0.40 per Common Share for a period of two years. Pursuant to
the terms of the Definitive Agreement, the Common Shares will be exchanged for Resulting Issuer Shares
on the basis of one Resulting Issuer Share for each Common Share so held, respectively, and the Dryden
Unit Warrants will be exchanged for Resulting Issuer Warrants on the basis of one Resulting Issuer Warrant
for each Dryden Unit Warrant held.
The net proceeds of the Offering derived from the Subscription Receipts will be used by the Company to
fund exploration, as well as for general corporate purposes following completion of the Transaction.
The securities to be offered in the Offering have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may
not be offered or sold in the United States or to, or for the account or benefit of, United States persons
absent registration or any applicable exemption from the registration requirements of the U.S. Securities
Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Selected Financial Information
The following table sets out selected financial information with respect to Dryden Gold as at the dates
noted. The selected financial information is derived from Dryden Gold’s financial statements for the
periods described and denominated in Canadian dollars.
As at December 31, 2022
(audited)
Total assets $2,379,432
Total liabilities $$27,269
Shareholders’ equity 2,352,163
as at June 30, 2023
(unaudited)
Total assets $3,377,069
Total liabilities $52,646
Shareholders’ equity $3,337,069
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Further financial information will be included in the filing statement to be prepared in connection with
the Transaction.
Stock Exchange Matters
As at the date hereof, neither the common shares of 223 nor the Dryden Gold Shares are listed on any
stock exchange in Canada, or elsewhere. 223 is a “reporting issuer” (within the meaning of applicable
securities legislation) in the Provinces of British Columbia and Alberta.
A condition to completion of the Transaction is the conditional approval for the listing of the Resulting
Issuer Shares on the TSXV as a “Tier 2 Mining Issuer” (within the meaning of the policies of the TSXV). A
filing statement which will include further details of the Transaction, the Manitou Property, the Tremblay
Project and the Offering, will be filed on Dryden Gold’s issuer profile on SEDAR at www.sedar.com, upon
TSXV conditional approval of the listing. There can be no assurance that the TSXV will grant such
conditional approval or that the Transaction or the Offering will be completed as proposed or at all. The
Transaction is an “arm’s length transaction” (as such term is defined in the policies of the TSXV as 223 is
not a Related Party (as such term is defined in the policies of the TSXV) to Dryden Gold.
The Transaction may require sponsorship under the policies of the TSXV unless an exemption or waiver
from sponsorship is granted. Dryden Gold intends to apply for an exemption or waiver from sponsorship
requirements of the TSXV in connection with the Transaction. There can be no assurance that such
exemption or waiver will ultimately be granted.
Proposed Management and Board of Directors of the Resulting Issuer
Following the completion of the Transaction, the parties expect that the current board of directors and
management of 223 will resign, and it is proposed that the following persons will be appointed as
management of the Resulting Issuer, in the capacities set forth below. Brief biographies of the proposed
nominees are as follows:
Trey Wasser, Chief Executive Officer and Director
Mr. Wasser served as the President and CEO of Ely Gold Royalties Inc. from 2010 until its sale in 2021.
During his tenure, he transformed Ely Gold from an exploration/development company with a market cap
of $6MM to royalty company with an asset portfolio valued at $300MM in the sale to Gold Royalty
Corp. He is the President and Director of Research for Pilot Point Partners specializing in precious metal
mining and oil & gas development. He has been in the brokerage and venture capital business for over
40 years. He spent 20 years as a bond salesman and trader with Merrill Lynch, Kidder Peabody and Paine
Webber where his clientele included many Fortune 100 companies and institutional money managers. Mr
Wasser currently serves as a director for C2C Gold.
Scott Kelly, Chief Financial Officer, Corporate Secretary & Director
Mr. Kelly has over 20 years of experience as a Senior officer and/or director of various private and public
companies with large scale resource assets throughout North and South America. He has assisted and
managed companies through all stages, from IPOs through to successful acquisitions by major multi-
national corporations. He served as CFO of Marlin Gold Mining Ltd and Mako Mining Corp and V.P. Finance
for Pediment Gold Corp. Mr. Kelly was CFO of Ely Gold Royalties, which was eventually acquired by Gold
Royalty Corp. He received a Bachelor of Commerce degree from Royal Roads University in 2001.
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Maura J. Kolb M.Sc. P.Geo., President
Ms. Kolb has over 15 years’ experience in mining & exploration. She has a diverse exploration background
and a track record of bringing projects into commercial production. Her experience includes two years as
Director Exploration for Treasury Metals. Prior to that she spent eight years in the Red Lake Camp with
Goldcorp, Newmont, Evolution and Battle North leading geology and exploration for the Red Lake Mine
reserve replacement as well as regional exploration. She received a Master of Science at Lakehead
University; her background in structural geology has been a foundation for unlocking exploration potential
in complex geologic settings. Ms. Kolb currently serves as a director for Critical Discoveries Corp and is a
board member of Northwestern Ontario Chapter of Women in Mining. Ms. Kolb has been a Professional
Geologist with the Professional Geoscientists of Ontario since June 2014.
Anna Hicken M.Sc. P.Geo., Vice President of Exploration
Ms. Hicken will serve as the Vice President Exploration of the Resulting Issuer. Her background includes
roles as the Principal Geologist for Geomax Consulting and a Director of Geology at Fortuna Investments.
Previously, from May 2019 to August 2020, Ms. Hicken was the Senior Geologist at Minerva Intelligence
and from August 2014 to April 2019 Ms. Hicken was a Senior Exploration Geologist at Goldcorp Inc. Ms.
Hicken holds a Bachelor of Science degree from Carleton University, and a Master of Science from Queen’s
University. Ms. Hicken has been a Professional Geologist with the Professional Geoscientists of Ontario
since June 2016 and Engineers and Geoscientists of British Columbia since June 2019.
Jason Jessup MBA, Director
Mr. Jessup currently serves as CEO & Director at Magna Mining, a company he co-founded in 2016, and
has over 24 years of experience in the mining industry in both operations management and corporate
roles. He has spent most of his career in the Sudbury region, working for both Inco and FNX, and led the
operations team that brought the Morrison Deposit into commercial production. Mr Jessup is a graduate
of The Haileybury School of Mines and has an MBA from Athabasca University.
Christina McCarthy, Director
Christina McCarthy is a geologist with over 15 years of experience in the resource capital markets. She is
the former President & CEO of Paycore Minerals Inc, recently acquired by I-80 Gold for $90 million. Ms.
McCarthy served as Director of Corporate Development for McEwen Mining Inc. from December 2014 to
December 2019. and was the Vice President of Corporate Development for New Oroperu Resources Inc.
She spent the past 15 years in various roles including building an exempt market dealer focusing on
resources, equity research at Euro Pacific and Institutional Sales at Haywood Securities. Prior to entering
the resource capital markets, she worked in Scandinavia for a junior exploration company managing the
exploration programs on multiple projects throughout Norway and Sweden. Christina was also influential
in building and supporting one of the leading resource IPO’s in 2020, New Found Gold Corp. She is
currently serving as a director for I-80 Gold, Palamina Corp, Borealis Mining and Kirkland Lake Discoveries.
Principal Securityholders
No Person or company will, to Dryden Gold’s and 223’s knowledge, beneficially own, directly or indirectly,
or exercise control or direction over 10% or more of the outstanding Resulting Issuer Shares following the
Transaction.
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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
Dryden Gold Corp. is a privately held exploration company focused on high-grade gold mineralization. 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 & consolidation,
exploration success and merger & acquisitions. The Company has consolidated 100% interest in a
dominate strategic land position in the Dryden Camp in the greenstone belt in the Canadian Shield 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 with the
Trans-Canada Highway running through the center of the property as well as Ontario Grid Power, rail, gas
and proximity to the City of Dryden with its rich mining heritage. For more information go to our website
www.drydengold.com.
Contact Information:
Dryden Gold Corp.
Trey Wasser
CEO
Phone: 940-368-8337
1317223 B.C. LTD.
Stephen Sandusky,
Maura Kolb
President
Phone: 807-632-2368
Completion of the Transaction is subject to a number of conditions, including but not limited to,
TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the
Transaction cannot close until the required shareholder approval is obtained. There can be no
assurance that the Transaction will be completed as proposed or at all. Investors are cautioned
that, except as disclosed in the filing statement to be prepared in connection with the Transaction,
any information released or received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities of 223 and Dryden Gold should
be considered highly speculative.
THE TSX VENTURE EXCHANGE INC. HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED
TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS NEWS
RELEASE.
Further details of the transaction contemplated by the Definitive Agreement will be included in subsequent
news releases and disclosure documents to be filed by Dryden Gold.
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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:
the terms and conditions of the proposed Transaction; the terms and conditions of the proposed Offering; use
of proceeds from the Offering; future development plans; and the business and operations of the Resulting
Issuer after the proposed Transaction. 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 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; risks related to environmental regulation and liability;
the potential for delays in exploration or development activities or the completion of feasibility studies; 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; results of prefeasibility and feasibility studies,
and 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.