Dryden Gold Corp. Announces the Listing of Its Common Shares on the TSX Venture Exchange

Vancouver, British Columbia – January 2, 2024 – Dryden Gold Corp. (TSXV: DRY) (“Dryden Gold” or the “Company“) is pleased to announce that, further to its news releases of October 31, November 30 and December 18, 2023, effective at the opening Friday, Dec. 29, 2023, the common shares of the Dryden Gold were listed under the symbol “DRY”, CUSIP Number: 26245V101 (the “Listing“) on the TSX Venture Exchange (“TSXV” or the “Exchange“) and immediately halted pending receipt and review by the Exchange filing documentation regarding the listing pursuant to Exchange Policy 2.3.

Effective December 28, 2023, the Company has now closed the amalgamation agreement (the “Amalgamation Agreement“) with 1317223 B.C. LTD. (“223“) pursuant to which the Company and 223 have amalgamated will continue as one corporation, that will carry on the business of Dryden Gold Corp. (the “Amalgamation“). Pursuant to the Amalgamation Agreement, the Company issued an aggregate of 7,135,213 common shares and 6,666,660 share purchase warrants (a “Warrant“) to the former holders of the common shares of 223. Each Warrant is exercisable to acquire one common share for 24 months at a price of $0.30 per share.

The Concurrent Financing
On December 18, 2023, Dryden Gold announced the closing of a financing consisting of hard dollar subscription receipts for gross proceeds of $3,678,699.75 and an additional offering of charitable flow-through units for gross proceeds of $1,400,000.35 (collectively the “Financing”). With the closing of the Amalgamation and the Listing, the escrow requirements for the subscription receipts have now been fulfilled and the subscription receipts have automatically converted into the underlying common shares and warrants of the Company and the subscription proceeds have been released.

Trey Wasser, CEO of Dryden Gold commented, “We now start a new chapter for Dryden with the Listing and the closing of our Amalgamation. As a private company, Dryden Gold has attracted a premier list of shareholders including Rob McEwen, Eric Sprott, EuroPac Gold Fund and Alamos Gold (NYSE: AGI). We are excited to now list on the TSXV and gain exposure to the public markets. With our large strategic land package and a fully funded exploration program Dryden Gold will provide all its shareholders with a new Canadian high-grade gold exploration story in 2024.”

In connection with the Company’s Listing, the Company has filed a TSX Venture Exchange Form 3D2 Filing Statement, dated December 27, 2023 providing prospectus level disclosure regarding Dryden, and its flagship Dryden Gold Properties, comprising over 48,000 hectares located in Dryden, Ontario, a copy of which can be found under the Company’s profile (formerly 1317223 B.C. Ltd.’s profile) at www.sedarplus.ca. The Company has also prepared and filed a technical report in respect of the Dryden Gold Properties titled “NI 43-101 Technical Report Dryden Gold Project” and dated effective September 6, 2023, prepared for the Company by Calvin Church, P.Geo, a copy of which can also be found under the Company’s profile at www.sedarplus.ca.

In connection with the Amalgamation Listing Dryden Gold has issued a treasury direction to its transfer agent, Odyssey Trust Company (“Odyssey“) for the issuance of 82,845,041 new Dryden Gold shares (the “New Shares“), which will replace previously issued private company shares (the “Old Shares“). The New Shares will be sent to the Company’s shareholders, or their agent or broker directly in the coming weeks, and no action is required to be taken by and shareholder to have their Old Shares exchanged for New Shares.

Trading Halt
The TSXV has requested a trading halt pending receipt of additional documentation which includes, but is not limited to, confirmation from Odyssey that (i) they have been appointed agent and registrar, (ii) confirmation from Odyssey that all issued security certificates for New Shares comply with Exchange requirements and other standard Exchange filing requirements in connection with a new Listing. The Company will provide a further update with respect to the resumption of trading in due course.

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. Through option contracts, staking and property purchases, the Company has consolidated rights to a 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

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.

Further details of the Amalgamation, the Listing and the business plan will be included in subsequent news releases and disclosure documents to be filed by Dryden Gold Corp.

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 Amalgamation; the terms and conditions of the Financing; use of proceeds from the Financing; 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 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.

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.

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