DFR Gold raises $1.2-million (U.S.) from insider loans

Executive Summary

• DFR Gold Inc. secured a $1.2-million (U.S.) related-party loan from shareholders Spirit Resources SARL and CEO Brian Kiernan to fund the ongoing feasibility study at the Cascades project and general working capital.
• The company provided an operational update on the Cascades feasibility study, confirming that reserve definition drilling at the Daramandougou Western zone is scheduled to begin in the second quarter of 2026, with concurrent progress on environmental assessments and metallurgical testwork.
• The financing is structured as an unsecured term loan bearing 8% annual interest, repayable by June 30, 2026, and constitutes a related-party transaction exempt from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101.

Key Details

• Financing Structure:
  • Total loan amount: $1.2-million (U.S.).
  • Lenders: Spirit Resources SARL ($600,000) and Brian Kiernan ($600,000).
  • Interest Rate: 8% per annum.
  • Security: Unsecured.
  • Repayment Date: On or before June 30, 2026.
  • Drawdown: $500,000 available at short notice for feasibility study and working capital; available in multiple drawdowns.
  • Prepayment: If the company obtains other funding before the repayment date, it must repay this loan (or part thereof) after paying prior loans.
  • Potential Accumulated Debt: Assuming full drawdown, accumulated loan capital (excluding interest) would be $2.25-million per lender, totaling $4.5-million in aggregate.
• Cascades Project Feasibility Study:
  • Objective: Define reserves to support an initial five-year production plan targeting 20,000 to 30,000 oz per annum.
  • Drilling Schedule: Reserve definition drilling at the Daramandougou Western zone to commence in Q2 2026.
  • Current Activities:
    • Continuing Environmental and Social Impact Assessments (ESIA).
    • Performing metallurgical testwork on samples from artisanal adits at the Western zone.
    • Progressing delineation of the reserve definition drilling program.
• Regulatory & Transaction Details:
  • The financing is a related-party transaction under Multilateral Instrument 61-101.
  • Exempt from formal valuation requirements (Section 5.4) and minority shareholder approval requirements (Section 5.6) pursuant to Subsections 5.5(b) and 5.7(1)(f) of MI 61-101.
  • Technical information approved by Kieran Harrington, PGeo, EurGeol, Vice-President of Exploration, as a Qualified Person under NI 43-101.
• Project Background (from "About" section):
  • Cascades (Burkina Faso): DFR holds an 80% interest (Panthera Resources holds a carried 20% interest). DFR must invest $18-million by Sept 30, 2026, to maintain the 80% stake. Panthera has the right to acquire an additional 10% interest for $7.2-million following the deemed cost base trigger.
    • Resource Estimate: 5.41M tonnes indicated @ 1.52 g/t Au (264,000 oz); 6.93M tonnes inferred @ 1.67 g/t Au (371,000 oz).
  • Gurara (Nigeria): DFR holds 51% interest. Frontier stage project with four licenses. At Dagma, a quartz vein swarm yielded a bulk sample average of 22.2 g/t Au.
  • Beravina (Madagascar): Fully owned advanced high-grade hard rock zircon project. NI 43-101 compliant report (Jan 29, 2019) shows 1.5M tonnes inferred resource @ 22.7% Zircon (15.3% ZrO2).

Notable Quotes

• "During the past months we have reassessed our short to medium term priorities, continued to minimize cash burn on overheads and accelerated the move toward production whilst keeping in sight our long-term objective of a multimillion-ounce resource at Cascades. With the progress on the feasibility study and the work accomplished since acquiring the Cascades project, DFR is in a strong position to tap into the favourable gold market." — Brian Kiernan, Chief Executive Officer and President