Dryden Gold obtains full ownership of Tremblay property

Executive Summary

• Dryden Gold Corp. has exercised its option to acquire a 100% interest in the Tremblay property, fulfilling all remaining expenditure obligations and making final cash and share payments to the optionors.
• The transaction involves a final cash payment of $62,500 and the issuance of 514,685 common shares, bringing the total consideration for the property to $212,500 in cash and 2,525,973 shares issued to date.
• Concurrently, the company granted 2.9 million incentive stock options to management, directors, and staff, exercisable at $0.40 per share.

Key Details

• Transaction Structure: Dryden Gold exercised the option agreement dated Feb. 8, 2022, with Michael Tremblay (50%) and 2625286 Ontario Inc. (50%) to acquire a 100% legal and beneficial interest in the Tremblay property.
• Final Payment Terms:
  • Cash: $62,500.
  • Shares: 514,685 common shares issued at a deemed price of $0.3643 per share (based on 30-day VWAP ending Feb. 6, 2026).
  • Total Value of Final Payment: $250,000 (satisfying the remaining balance of the $250,000 payment obligation).
• Cumulative Consideration Paid to Date:
  • Total Cash Paid: $212,500.
  • Total Shares Issued: 2,525,973 common shares (2,011,288 previously issued + 514,685 final issuance).
• Royalty Terms: The property is subject to a 2% Net Smelter Returns (NSR) royalty to the optionors. Dryden Gold has the right to purchase 1% of this royalty at any time for $1,000,000.
• Work Commitments: The company has completed the required aggregate $1.2 million in firm work commitments on the Tremblay property.
• Shareholding Impact:
  • Pre-issuance holding by optionors: 1,080,000 shares.
  • Post-issuance holding by optionors: 1,594,885 shares.
  • Resulting ownership percentage: Less than 1% of outstanding shares.
• Regulatory Status: The final share issuance is subject to TSX Venture Exchange approval.
• Hold Period: The newly issued shares are subject to a hold period of four months and one day from the date of issuance.
• Stock Option Grant:
  • Quantity: 2.9 million incentive stock options.
  • Recipients: Management, board of directors, employees, strategic advisers, and consultants.
  • Exercise Price: $0.40 per share.
  • Term: 10 years from the date of grant.
  • Vesting Schedule (Management): 20% on grant date, then 20% every six months for two years.
  • Vesting Schedule (Independent Directors): Quarterly over one year.

Notable Quotes

• No direct quotes from the CEO/President were included in the provided text.