Dryden Gold Corp. Announces the Closing Its of Previously Announced Upsized Equity Financing with Participation from Centerra Gold
Dryden Gold Corp. Announces the Closing Its
of Previously Announced Upsized Equity
Financing with Participation from Centerra
Gold
NOT FOR DISTRIBUTION TO US NEWS WIRE SERVICES OR FOR DISSEMINATON INTO THE
USA
Vancouver, British Columbia--(Newsfile Corp. - August 18, 2025) -
Dryden Gold Corp. (TSXV: DRY)
(OTCQB: DRYGF) (FSE: X7W)
("
Dryden Gold
" or the "
Company
is pleased to announce that it has
closed (the "Closing") its previously announced (August 8, 2025) upsized non-brokered equity financing
under the Listed Issuer Financing Exemption (the "Upsized LIFE Financing") for an aggregate share
issuance of 31,721,667 common shares for aggregate proceeds of $7,820,120. The Upsized LIFE
Financing was comprised of flow-through common shares (the "FT Shares"), charity flow-through
common shares (the "CFT Shares") and hard dollar common shares (the "HD Shares").
9,216,667 FT
Shares were issued at $0.24 per FT Share for aggregate proceeds of up to $2,212,000. 13,180,000
CFT Shares were issued at a price of $0.284 per CFT Share for aggregate proceeds of $3,743,120.
9,325,000 HD Shares were issued at a price of $0.20 per HD Share for aggregate proceeds of
$1,865,000. 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"). Finders' fees of 6% cash
were paid to eligible arm's length persons with respect to certain subscriptions accepted by the
Company. In connection with Closing the Company paid aggregate finder's fees of $51,300 to arm's
length parties.
The Company is also pleased to announce that Centerra Gold Inc. ("Centerra"), has 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.
An amount equal to the gross proceeds from the issuance of the FT Shares and the CFT Shares will be
used to fund additional drilling and regional field work on the Company's Dryden Gold Property in
northwestern Ontario which will qualify as 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 gross proceeds from the issuance of the HD Shares will
be used for working capital, general and administrative expenses and marketing.
The Company's CEO Trey Wasser subscribed for 250,000 HD Shares and the VP of Exploration
subscribed for $50,000 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.
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"). The Upsized
LIFE Financing has been made in Canada, pursuant to the listed issuer financing exemption under Part
5A of NI 45-106 (the "Listed Issuer Financing Exemption") and thus will not be subject to a "hold period"
pursuant to applicable Canadian securities laws.
There is an amended offering document related to
this Upsized LIFE Financing that can be accessed under the Company's profile at
www.sedarplus.ca and at
https://drydengold.com/
.
The HD Shares issued to insiders will be
subject to a subject to a 4-month hold in accordance with TSXV policies, and as a U.S. accredited
investor, Mr. Wasser's HD Shares will be subject resale restrictions pursuant to applicable United States
securities laws.
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 traded on the OTCQB
("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 acknowledges all Indigenous Peoples and that it is
operating on the traditional homelands of the Wabigoon Lake Ojibway Nation and Eagle Lake
First Nation. 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 First Nations support and proximity to an experienced mining workforce.
For more information go to our website
www.drydengold.com
.
CONTACT INFORMATION
Trey Wasser, CEO
email:
phone: 940-368-8337
Ashley Robinson, Investor Relations
Email:
Maura Kolb, M.Sc., P. Geo., President
Email:
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, obtaining all necessary stock exchange and regulatory approvals, 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.
SHARED STATES ADVISORY.
The securities referred to herein have not been and will not be
registered under the Shared States
Securities Act of 1933, as amended (the "U.S. Securities
Act"), have been offered and sold outside the Shared 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 Shared 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 Shared 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 Shared 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/262834