Dryden Gold Corp. Announces Upsizing of Previously Announced Equity Financing with Participation from Centerra Gold
Dryden Gold Corp. Announces Upsizing of
Previously Announced Equity Financing with
Participation from Centerra Gold
Vancouver, British Columbia--(Newsfile Corp. - August 8, 2025) -
Dryden Gold Corp. (TSXV: DRY)
(OTCQB: DRYGF) (FSE: X7W)
("
Dryden Gold
" or the "
Company
is pleased to announce that as a
result of excess demand it is increasing the previously announced (July 17, 2025) non-brokered equity
financing under the Listed Issuer Financing Exemption (the "Upsized LIFE Financing") of up to an
aggregate of 31,721,667 common shares for aggregate proceeds of up to $7,820,120. The Upsized
LIFE Financing is comprised of flow-through common shares (the "FT Shares") and charity flow-through
common shares (the "CFT Shares") and hard dollar common shares (the "HD Shares").
Up to 9,216,667
FT Shares will be offered at $0.24 per FT Share for aggregate proceeds of up to $2,212,000. Up to
13,180,000 CFT Shares will be offered at a price of $0.284 per CFT Share for aggregate proceeds of
up to $3,743,120. Up to 9,325,000 HD Shares will be offered at a price of $0.20 per HD Share for
aggregate proceeds of up to $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"). The Upsized LIFE Financing is subject to compliance with applicable securities laws and the
approval of the TSX Venture Exchange. Finders' fees of 6% cash under the Upsized LIFE Financing,
may be payable to eligible arm's length persons with respect to certain subscriptions accepted by the
Company.
The Company is also pleased to announce that Centerra Gold Inc. ("
Centerra
") will exercise their 'top-up
right' to retain their 9.9% interest in the Company, as granted within the investor rights agreements dated
December 17, 2024.
Closing of the Offering is subject to receipt of applicable regulatory approvals including the approval of
the TSX Venture Exchange. The gross proceeds of the Upsized LIFE Financing will be used to fund
additional drilling on the Company's Dryden Gold Property in northwestern Ontario and a portion of the
proceeds from the sale of HD Shares will be used for working capital and general and administrative
expenses.
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 gross proceeds from the issuance of the HD Shares will be used for
general corporate purposes.
The Upsized LIFE Financing is expected to close on or before August 14, 2025, or such other date as
the Company may determine, and is subject to certain conditions including, but not limited to, the receipt
of all necessary approvals including the approval of the TSX Venture Exchange. Subject to compliance
with applicable regulatory requirements and in accordance with National Instrument 45-106 -
Prospectus
Exemptions
("
NI 45-106
"). The Upsized LIFE Financing is being made to purchaser's resident in all
provinces of Canada, except Quebec, 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/
. Prospective investors should read this
offering document before making an investment decision.
The Company anticipates that insiders may subscribe for 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.
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, 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
.
NOT FOR DISTRIBUTION TO US NEWS WIRE SERVICES OR FOR DISSEMINATION INTO THE
USA
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/261757