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

Dec 1, 2023

Dryden Gold Corp. has entered into an amalgamation agreement with 1317223 B.C. LTD. pursuant to which the company will amalgamate with 223 and continue as one corporation, 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).

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.

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