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.
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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
News Market Reaction
-5.18%
1 alert
-5.18%News Effect
On the day this news was published, DGDCF declined 5.18%, reflecting a notable negative market reaction.
Private placement proceeds:$751,800Non-flow-through units:1,255,555 unitsNon-flow-through proceeds:$226,000+5 more
8 metrics
Private placement proceeds$751,800Total gross proceeds from non-brokered financing
Non-flow-through units1,255,555 unitsNon-flow-through common share units at $0.18
Non-flow-through proceeds$226,000Proceeds from non-flow-through offering
Flow-through units2,390,000 unitsFlow-through units at $0.22
Flow-through proceeds$525,800Proceeds from flow-through financing
Existing cashOver $3,000,000Cash reserve before this financing
Warrant exercise price$0.30Exercise price for non-flow-through unit warrants, 24-month term
Warrant exercise price$0.33Exercise price for flow-through unit warrants, 24-month term
Market Reality Check
Price:$0.1280Vol:Volume 900 is far below t...
low vol
$0.1280Last Close
VolumeVolume 900 is far below the 20-day average of 29,800, indicating limited pre-news activity.low
TechnicalPrice 0.13284 is trading above the 200-day MA of 0.12 before this financing news.
Peers on Argus
Peers showed mixed moves: SICNF up 7.17%, TINFF down 5.66%, PANXF down 2.95%, wh...
Peers showed mixed moves: SICNF up 7.17%, TINFF down 5.66%, PANXF down 2.95%, while others were flat. This points to stock-specific rather than sector-driven action around the financing.
Visible gold and high-grade assays at Thundercloud plus plans for 5,000-meter drilling.
Recent Company History
Over the last few months, Dynasty Gold has focused on advancing its 100%-owned Thundercloud project with visible gold discoveries, high-grade assays, and a planned 5,000-meter drilling campaign. Subsequent updates detailed completion of 1,461 meters of drilling and continued work at Pelham and South Pelham targets. The current $751,800 private placement adds fresh capital on top of cash of over $3 million to fund the ongoing drill and 2026 exploration programs.
Market Pulse Summary
The stock moved -5.2% in the session following this news. A negative reaction despite additional fun...
Analysis
The stock moved -5.2% in the session following this news. A negative reaction despite additional funding would fit a pattern where equity financings introduce dilution concerns even when proceeds support active projects. Dynasty Gold raised $751,800 on top of more than $3 million in cash to advance Thundercloud drilling and 2026 exploration. Prior news on drilling and discoveries produced modest price moves, so any larger decline could reflect sensitivity to new shares and warrants rather than a change in project fundamentals.
Key Terms
non-brokered private placement, flow-through units, flow-through share, common share purchase warrant, +4 more
8 terms
non-brokered private placementfinancial
"it intends to close a non-brokered private placement for total gross proceeds"
A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.
flow-through unitsfinancial
"combining both non-flow-through and flow-through units."
Flow-through units are a type of security issued by natural-resource companies that bundles an equity stake with the right to claim certain tax deductions tied to the issuer’s exploration or development spending. For investors, they act like buying a share plus a coupon that lowers your taxable income, which can make the investment cheaper after tax but also ties returns to risky, early-stage projects and to changes in tax rules or commodity fortunes. Investors care because flow-through units change the after-tax value, dilution and risk profile of owning the company.
flow-through sharefinancial
"Each flow-through unit consists of one flow-through share at $0.22"
Flow-through shares are a type of equity where a company transfers the tax deductions from certain qualifying expenses (often exploration or development costs) directly to the investor, who can then claim those deductions on their own tax return. For investors this can reduce taxable income and boost after-tax returns—think of buying stock that also comes with a coupon for future tax savings—so these shares can make financing cheaper for companies and more attractive to tax-aware buyers.
common share purchase warrantfinancial
"one common share at $0.18 and one-half common share purchase warrant."
A common share purchase warrant is a tradable contract that gives its holder the right, but not the obligation, to buy a company’s common stock at a specified price within a set period. Think of it like a coupon for future shares: if the stock rises above the coupon price it can boost returns for the holder, but when used it increases the number of outstanding shares and can reduce each existing shareholder’s ownership and affect the company’s cash position.
broker's warrantsfinancial
"Finder's fees of $15,820 and broker's warrants of 87,888 are payable"
Broker's warrants are tradable options issued to brokers as part of a securities deal that let the holder buy a company’s shares at a fixed price before a set expiry date. Like a coupon that lets you buy a product at today’s price later on, they can create potential upside for the holder and, for existing shareholders, can increase the number of shares outstanding and dilute value, so investors watch them for their impact on ownership and stock price.
Canadian exploration expensesregulatory
"used to incur "Canadian exploration expenses" that are "flow-through mining expenditures""
Canadian exploration expenses are costs incurred to look for and evaluate mineral resources in Canada that Canadian tax rules allow to be claimed as deductible exploration spending. Investors care because these expenses can be flowed through as tax benefits or deductions, lowering taxable income for eligible shareholders and effectively acting like a tax rebate that can improve after‑tax returns and reduce a mining company's net capital needs — similar to getting a future tax coupon for money spent today.
flow-through mining expendituresregulatory
"that are "flow-through mining expenditures", as defined in subsection 66(15)"
Flow-through mining expenditures are exploration or development costs that a mining company legally transfers to its investors so those investors can claim the tax deductions instead of the company. Think of it like a company handing investors a coupon that lowers their tax bill in exchange for up-front funding; this makes it easier for miners to raise money for exploration and can affect investor returns, company cash needs, and the attractiveness of the company’s stock.
statutory hold periodregulatory
"subject to a four-month-and-one-day statutory hold period."
A statutory hold period is a legally required time window during which newly issued securities or shares received by insiders cannot be sold. It matters to investors because it affects when those shares can enter the market, influencing supply, short-term liquidity and potential price pressure—think of it like a temporary “no-sell” tag that prevents an immediate flood of items onto a store shelf after a big restock.
AI-generated analysis. Not financial advice.
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.
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.
