Dryden Gold raising $3.5 million
Dryden Gold Corp. is pleased to announce that as a result of excess demand it is increasing the previously announced (August 26, 2024) non-brokered equity financing (the "Upsized Financing") of up to a maximum of 27,000,000 shares comprised of (1) flow-through common shares (the "FT Shares") and (2) charity flow-through units (the "CFT Unit") and (3) hard dollar units (the "HD Units"). The FT Shares will be offered at $0.13 per share. The CFT Units will be offered at a price of $0.15 per CFT Unit. Each CFT Unit will consist of one FT Share of the Company and one-half of one common share purchase warrant. Each whole warrant (a "Warrant") will entitle the holder to purchase one additional common share at an exercise price of $0.18 per common share for a period of 24 months. The HD Units will be offered at $.11 and will consist of one common Share of the Company and one-half of one Warrant. The FT Shares, the CFT Units and the HD Units will combine for maximum aggregate proceeds of up to $3,500,000. The upsized offering is subject to compliance with applicable securities laws and the approval of the TSX Venture Exchange. Finders' fees of 6% cash and non-transferable Warrants equal to 6% of the number of FT Shares, CFT Units and HD Units sold under the Upsized Financing may be payable to eligible arm's length persons with respect to certain subscriptions accepted by the Company.
Closing of the Offering is subject to receipt of applicable regulatory approvals including the approval of the TSX Venture Exchange. All securities issued in connection with the Upsized Financing will be subject to a four-month hold period. The gross proceeds of the Upsized Financing will be used to fund drilling, re-logging, on the Company's Dryden Gold Property in northwestern Ontario and a portion of the proceeds from the sale of HD Units will be used for working capital and general and administrative expenses. The FT Shares and the CFT Units will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act"). An amount equal to the gross proceeds from the issuance of the FT Shares and the CFT Units will be used to incur eligible resource exploration expenses which will qualify as (i) "Canadian exploration expenses" (as defined in the Tax Act), and (ii) as "flow-through mining expenditures" (as defined in subsection 127(9) of the Tax Act). The gross proceeds from the issuance of the HD Units will be used for general corporate purposes.
The Upsized Financing will close in one or more tranches on completion of documentation and is conditional upon receipt of all necessary regulatory approvals, including the approval of the Exchange.
The Company anticipates that insiders may subscribe for HD Units. The issuance of HD Units 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.
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