Dryden Gold Corp. entered into an amalgamation agreement to acquire 1317223 B.C. Ltd. in a reverse merger transaction on October 30, 2023. All of the outstanding Dryden Gold Shares will be cancelled and, in consideration therefor, the holders thereof will receive Resulting Issuer Shares on the basis of one Resulting Issuer Share for each Dryden Gold Share previously outstanding. Pursuant to the agreement, 1317223 will complete a consolidation of its issued and outstanding common shares on the basis of 1 pre-Consolidation common share for every 0.864864865 post-Consolidation common share. Upon completion of the transaction, the Resulting Issuer (to be named ?Dryden Gold Corp.?) will carry on the business of Dryden Gold. Following the completion of the transaction, the current board of directors and management of 1317223 will resign, and it is proposed that the following persons will be appointed as management of the Resulting Issuer: Scott Kelly, Chief Financial Officer, Corporate Secretary & Director; Maura J. Kolb, President; Anna Hicken, Vice President of Exploration; Jason Jessup, Director; and Christina McCarthy, Director.

Completion of the transaction will be subject to certain conditions, including among others: (i) the requirement for Dryden Gold to obtain shareholder approval for the transaction; (ii) the requirement for 1317223 to obtain approval of all of the shareholders of 1317223 with respect to the transaction; (iii) the completion of the non-brokered private placement by Dryden Gold; (iv) the completion of the consolidation of shares by 1317223 ; (v) obtaining the approval of the TSXV with respect to the listing of the Resulting Issuer Shares; (vi) the TSXV shall have granted an exemption or waiver from the sponsorship requirement or a sponsor shall have filed an acceptable report with the TSXV; and (vi) Dryden Gold shall not be in default of the requirements of any securities commission and no order shall have been issued that would prevent the Transaction or trading of any securities of Dryden Gold.

Dryden Gold Corp. (TSXV:DRY) completed the acquisition of 1317223 B.C. Ltd. in a reverse merger transaction on December 28, 2023. Pursuant to the Amalgamation Agreement, the Company issued an aggregate of 7,135,213 common shares and 6,666,660 share purchase warrants (a ?Warrant?) to the former holders of the common shares of 223. Each Warrant is exercisable to acquire one common share for 24 months at a price of CAD 0.30 per share. Effective at the opening Friday, Dec. 29, 2023, the common shares of the Dryden Gold were listed under the symbol ?DRY?, CUSIP Number: 26245V101 (the ?Listing?) on the TSX Venture Exchange (?TSXV? or the ?Exchange?) and immediately halted pending receipt and review by the Exchange filing documentation regarding the listing pursuant to Exchange Policy 2.3.