Dryden Gold Corp. Announces Proposed Business Combination Transaction and Concurrent Financing

Calgary, Alberta – November 30, 2023 – Dryden Gold Corp. (“Dryden Gold” or the “Company“) is pleased to announce it has entered into amended terms regarding the 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 “Amended Transaction“), with the Company being the “Resulting Issuer“. As a result of the Amended 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 in the press release dated October 31, 2023 and filed on SEDAR by 223. In addition, the concurrent financing has been repriced as described herein (the “Repriced Offering“).

Dryden Gold anticipates that the Amended 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).

The Amended Transaction

The Definitive Agreement between 223 and Dryden Gold has been amended (the “Amended Agreement”) to provide for, among other things, for the Amalgamation under the Business Corporations Act (British Columbia), pursuant to which:

  1. 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 “223Share“);

  2. 223 and Dryden Gold will cease to exist as separate legal entities and continue as one corporation, the Resulting Issuer;

  3. 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 the basis of one Resulting Issuer Share at a deemed price of $0.25 per Resulting Issuer Share for each 223 Share previously outstanding;

  4. 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;

  5. 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;

  6. 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

  7. 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.

Repriced Offering

In its previous disclosure, Dryden Gold indicated that it intended 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“). The Repriced Offering will be a non-brokered private placement of a minimum of 20,000,000 and a maximum of 33,333,333 Subscription Receipts at a price of $0.15 per Subscription Receipt for aggregate gross proceeds of a minimum of $3,000,000 and a maximum of $5,000,000.

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 $0.30 for a period of two years following the closing of the Offering.

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 share purchase warrant, with each whole warrant (a “Dryden Unit Warrant“) exercisable to acquire a Common Share at a price of $0.30 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.

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.

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.

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 the discovery of 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
twasser@drydengold.com

Maura Kolb
President
Phone: 807-632-2368
mjkolb@drydengold.com

1317223 B.C. LTD.
Stephen Sandusky,
ssandusky@medalistcapital.ca

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.

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.

Not for distribution to United States news wire services or for dissemination in the United States.