Dynasty Gold Closes Non-Brokered Financing

Rhea-AI Summary

Dynasty Gold (OTC: DGDCF) announced a non-brokered private placement to raise $751,800 in combined non-flow-through and flow-through financings, subject to Exchange approval. The company said it received 1,255,555 non-flow-through units at $0.18 and 2,390,000 flow-through units at $0.22, and builds on a cash reserve of over $3 million.

The non-flow-through units include one-half warrant (exercise $0.30, 24 months) and the flow-through units include one-half warrant (exercise $0.33, 24 months). Finder's fees and broker warrants are payable; flow-through proceeds will be renounced by Dec 31, 2025 to fund the Thundercloud gold project. All securities are subject to a four-month-and-one-day hold.

Positive

• Gross proceeds of $751,800 raised
• Company reports over $3 million cash reserve
• Funds designated to fully fund 2026 exploration program
• Flow-through proceeds to be renounced by Dec 31, 2025

Negative

• Issuance of 3,645,555 units may dilute shareholders
• Warrants total potentially >1,960,665, exercisable within 24 months
• Finder's and broker fees totaling $46,180 reduce net proceeds

Vancouver, British Columbia--(Newsfile Corp. - December 5, 2025) - Dynasty Gold Corp. (TSXV: DYG) (FSE: D5G1) (OTC Pink: DGDCF) ("Dynasty" or the "Company") is pleased to announce that, subject to Exchange approval, it intends to close a non-brokered private placement for total gross proceeds of $751,800, combining both non-flow-through and flow-through units. The company builds on its existing cash reserve of over $3 million and is now fully funded for its current drill program and the 2026 exploration program.

The company received subscriptions for 1,255,555 units of non-flow-through common shares for proceeds of $226,000. Each unit of non-flow-through shares consists of one common share at $0.18 and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share at $0.30 for twenty-four months from closing. The Company has the right to call the warrant for expiry upon giving 20 days' notice if the common share trades at or above $0.43 on the TSX-V for 7 consecutive days. Finder's fees of $15,820 and broker's warrants of 87,888 are payable to registered dealers. The broker's warrants have the same terms as the common share warrants. The net proceeds received from the non-flow-through offering will be used for working capital.

The flow-through financing consists of 2,390,000 units for proceeds of $525,800. Each flow-through unit consists of one flow-through share at $0.22 and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one non-flow-through common share at $0.33 for twenty-four months from closing. The Company has the right to call the warrant for expiry upon 20 days' notice if the common share trades at or above $0.43 on the TSX-V for 7 consecutive days. Finder's fees of $30,360 and 138,000 non-flow-through common share warrants are payable to Roche Securities Limited. Each warrant entitles the holder to purchase one common share at $0.22 for twenty-four months from closing. Other terms of the common share warrants apply.

The gross proceeds from the Flow-Through Offering will be used to incur "Canadian exploration expenses" that are "flow-through mining expenditures", as defined in subsection 66(15) of the Income Tax Act (Canada), to advance the Corporation's Thundercloud gold project in Ontario. The proceeds will be renounced to the subscribers with an effective date no later than December 31, 2025, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of the Flow-Through Shares.

All securities issued and issuable pursuant to the Private Placement will be subject to a four-month-and-one-day statutory hold period.

About Dynasty Gold Corp.
Dynasty Gold Corp. is a Canadian mineral exploration company currently focused on gold exploration in North America. Its 100%-owned Thundercloud property is situated within the Archean Manitou-Stormy Lakes Greenstone Belt, in northwestern Ontario. The Company is currently drilling to expand the NI 43-101 gold resource. A NI 43-101 Resource Estimate Report can be found on the Company's and SEDAR websites. The 100% owned Golden Repeat gold project in the Midas gold camp in Elko County, Nevada shares similar geological features as the Midas Gold mine and is surrounded by a number of large-scale operating mines. For more information, please visit the Company's website at www.dynastygoldcorp.com.

ON BEHALF OF THE BOARD OF DYNASTY GOLD CORP.

"Ivy Chong"                          
Ivy Chong, President & CEO

For additional information, please contact:
Vancouver Office:
Ivy Chong
Phone: 604.633.2100
Email: ichong@dynastygoldcorp.com

This press release contains certain "forward-looking statements" that involve a number of risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277166

FAQ

How much did Dynasty Gold (DGDCF) raise in the December 5, 2025 financing?

Dynasty Gold announced combined gross proceeds of $751,800 from non-flow-through and flow-through financings.

What are the unit prices and warrant terms in Dynasty Gold's (DGDCF) private placement?

Non-flow-through units at $0.18 (one-half warrant; $0.30 exercise, 24 months); flow-through units at $0.22 (one-half warrant; $0.33 exercise, 24 months).

How will Dynasty Gold (DGDCF) use the flow-through financing proceeds?

Flow-through proceeds will be used as Canadian exploration expenses for the Thundercloud gold project and renounced by Dec 31, 2025.

Are the securities from Dynasty Gold's (DGDCF) private placement restricted?

Yes; all securities issued under the private placement are subject to a statutory hold period of four months and one day.

What dilutive instruments were issued in Dynasty Gold's (DGDCF) financing?

Units issued include common shares plus one-half share purchase warrants; additional broker and finder warrants were issued, all exercisable within 24 months.

Will Dynasty Gold (DGDCF) raise additional funds beyond the reported $751,800?

The announcement describes this specific private placement totaling $751,800; no additional financings were announced.