Adyton closes private placements for $20-million

Mr. Tim Crossley reports ADYTON RESOURCES CLOSES OVERSUBSCRIBED C$20 MILLION FINANCING COMPRISED OF $14 MILLION BROKERED PRIVATE PLACEMENT OF UNITS AND CONCURRENT $6 MILLION NON-BROKERED PRIVATE PLACEMENT OF UNITS Adyton Resources Corp. has completed its previously announced brokered private placement financing for total gross proceeds of $14-million from the sale of 35 million units of the company at a price of 40 cents per unit. Each unit consists of one common share of the company and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase one share at a price of 60 cents for a period of 24 months following the date of closing. Clarus Securities Inc. and PowerOne Capital Markets Ltd. acted as agents for the offering. In connection with the offering, the company paid a cash commission to the lead agents equal to 6.5 per cent of the gross proceeds of the offering and also issued to the lead agents an aggregate of 2,275,000 non-transferable compensation options. Each compensation option entitles the holder to acquire one unit at the offering price for a period of 24 months from the date of issuance. Concurrent with the offering, the company also completed a non-brokered (NB) private placement of 15 million units of the company at the offering price per NB unit for aggregate gross proceeds of $6-million. The NB units have the same terms as the units. The purpose of the non-brokered offering was primarily to enable the board of directors and management of the company, along with residents of Papua New Guinea, to participate in a financing of the company on similar terms as the offering, and to use the net proceeds from the non-brokered offering to advance the company's exploration and development activities. No finders' fees were paid in connection with the non-brokered offering. Two insiders of the company, company chairman Sinton Spence and independent director Michael Gray, participated in the offering and subscribed for an aggregate of 1,225,775 units. Such participation constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company has relied on the exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued to the insiders nor the consideration paid by them exceeded 25 per cent of the company's market capitalization (as determined in accordance with MI 61-101). The units and NB units were issued pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. The securities issued pursuant to the offering and the non-brokered offering will be subject to a statutory hold period of four months plus one day from the date of closing, in accordance with applicable securities legislation. About Adyton Resources Corp. Adyton Resources is focused on the development of gold and copper resources in world-class mineral jurisdictions. It currently has a portfolio of highly prospective mineral exploration projects in Papua New Guinea, on which it is exploring to expand its identified gold inferred and indicated mineral resources, and expand on its recent significant copper drill intercepts on the 100-per-cent-owned Feni Island project. The company's mineral exploration projects are located on the Pacific Ring of Fire, on easy-to-access island locations, hosting several globally significant copper and gold deposits, including the Lihir gold mine and Panguna copper/gold mine on Bougainville Island, both neighbouring projects to the company's Feni Island project. Adyton has a total mineral resource estimate inventory within its PNG portfolio of projects comprising indicated resources of 173,000 ounces gold and inferred resources of two million ounces gold. The Feni Island project currently has a mineral resource prepared in accordance with National Instrument 43-101, dated Oct. 14, 2021, which has outlined an initial inferred mineral resource of 60.4 million tonnes at an average grade of 0.75 gram per tonne (g/t) gold (Au), for contained gold of 1.46 million ounces, assuming a cut-off grade of 0.5 g/t Au. See the NI 43-101 technical report, entitled "NI 43-101 Technical Report on the Feni Gold-Copper Property, New Ireland Province, Papua New Guinea," prepared for Adyton Resources by Mark Berry (MAIG), Simon Tear (MIGI, PGeo), Matthew White (MAIG) and Andy Thomas (MAIG), each an independent mining consultant and qualified person as defined in NI 43-101, available under Adyton's profile on SEDAR+. Mineral resources are not mineral reserves and have not demonstrated economic viability. The Fergusson Island project currently has a mineral resource prepared in accordance with NI 43-101, dated Oct. 14, 2021, which outlined an indicated mineral resource of 4.0 million tonnes at an average grade of 1.33 g/t Au for contained gold of 173,000 ounces and an inferred mineral resource of 16.3 million tonnes at an average grade of 1.02 g/t Au for contained gold of 540,000 ounces. See the technical report, entitled "NI 43-101 Technical Report on the Fergusson Gold Property, Milne Bay Province, Papua New Guinea," prepared for Adyton Resources by Mr. Berry, Mr. Tear, Mr. White and Mr. Thomas, each an independent mining consultant and qualified person as defined in NI 43-101, available under the company's profile on SEDAR+. Mineral resources are not mineral reserves and have not demonstrated economic viability. We seek Safe Harbor.