DRYDEN GOLD CORP.
25th Floor – 700 W. Georgia St.
Vancouver, British Columbia
V7Y 1B3

INFORMATION CIRCULAR
(containing information as at May 16, 2025)
For the Annual General Meeting
to be held on June 24, 2025

This Management Information Circular is furnished in connection with the solicitation of proxies by management of Dryden Gold Corp. (“Dryden” or the “Company”) for use at the Annual General Meeting of Shareholders (the “Meeting”) of the Company to be held at 2500 – 700 West Georgia Street, Vancouver, British Columbia, V7Y 1B3 on Tuesday, June 24, 2025 at 11:00 a.m. (Vancouver Time) and any adjournment thereof, for the purposes set forth in the attached Notice of Annual General Meeting. Except where otherwise indicated, the information contained herein is stated as of May 16, 2025.

In this Information Circular, references to the “Company”, “we” and “our” refer to Dryden Gold Corp. “Common Shares” means common shares without par value in the capital of the Company. “Registered Shareholders” means shareholders whose names appear on the records of the Company as the registered holders of Common Shares. “Non-Registered Shareholders” or “Beneficial Shareholders” means shareholders who do not hold Common Shares in their own name. “Shareholders” means, collectively, Registered Shareholders and Non-Registered Shareholders or Beneficial Shareholders. “Intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

SOLICITATION OF PROXIES

The solicitation proxies for the Meeting will be primarily by mail; however, proxies may be solicited personally or by telephone by the directors, officers and employees of the Company. The cost of solicitation will be borne by the Company.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying form of proxy are Directors and/or Officers of the Company. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM ON HIS BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE ENCLOSED INSTRUMENT OF PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER SHALL STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE INSTRUMENT OF PROXY AND INSERT THE NAME OF HIS NOMINEE IN THE BLANK SPACE PROVIDED, OR COMPLETE ANOTHER INSTRUMENT OF PROXY. A PROXY WILL NOT BE VALID UNLESS IT IS DEPOSITED WITH THE COMPANY’S REGISTRAR AND TRANSFER AGENT, ODYSSEY TRUST COMPANY 350 – 409 GRANVILLE STREET, VANCOUVER, BRITISH COLUMBIA, V6C 1T2 ON OR BEFORE 11:00 A.M. (Vancouver time) ON FRIDAY, JUNE 20, 2025, OR, IN THE EVENT OF AN ADJOURNMENT, NOT LESS THAN 48 HOURS (EXCLUDING SATURDAY, SUNDAY AND HOLIDAYS) BEFORE THE TIME OF THE ADJOURNED MEETING.

The instrument of proxy must be signed by the Shareholder or by his attorney in writing, or, if the Shareholder is a Company, it must either be under its common seal or signed by a duly authorized officer.

A Shareholder who has given a proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing executed by the Shareholder or by his attorney authorized in writing, or, if the Shareholder is a corporation, it must either be under its common seal, or signed by a duly authorized officer and deposited at the Company’s Registrar and transfer agent (“Transfer

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Agent"), Odyssey Trust Company, 350 – 409 Granville Street, Vancouver, British Columbia, V6C 1T2 ("Odyssey"), at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the proxy is to be used, or to the Chairperson of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

These security holder materials are being sent to both Registered and Non-Registered Shareholders of the securities. If you are a Non-Registered Shareholder, and the Company or its Transfer Agent, Odyssey, has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

By choosing to send these materials to you directly, the Company (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

If you are a Non-Registered Shareholder, and these materials have been sent to you by the Intermediary holding on your behalf, you will be required to provide proper voting instructions to the Intermediary who will, in turn, provide voting instructions to the Company or its Transfer Agent, Odyssey. The Company and Odyssey cannot accept voting instructions directly from such Non-Registered Shareholders. Each Intermediary has its own procedure for sending material to Non-Registered Shareholders and for Non-Registered Shareholders to provide instructions to the intermediaries to vote their Common Shares. Non-Registered Shareholders should carefully follow the instructions provided to them by the Intermediary that is holding their Common Shares. In addition, Non-Registered Shareholders that received these materials from an Intermediary attending the Meeting will not be recognized as shareholders or entitled to vote at the Meeting unless they have been appointed as a proxy holder by the Intermediary that is holding their Common Shares. The Intermediary's instructions will advise how to effect that appointment. All references to Shareholders in this Information Circular and the accompanying Instrument of Proxy are to Registered Shareholders of record, unless specifically stated otherwise.

VOTING OF COMMON SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the persons named in the enclosed instrument of proxy will vote the Common Shares in respect of which they are appointed. Where directions are given by the Shareholder in respect of voting for or against any resolution, the proxy holder will do so in accordance with such direction.

IN THE ABSENCE OF ANY INSTRUCTION IN THE PROXY, IT IS INTENDED THAT SUCH COMMON SHARES WILL BE VOTED IN FAVOUR OF THE MOTIONS PROPOSED TO BE MADE AT THE MEETING AS STATED UNDER THE HEADINGS IN THIS INFORMATION CIRCULAR. The instrument of proxy enclosed, when properly signed, confers discretionary authority with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this Information Circular, the Management of the Company is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to the Management should properly come before the Meeting, the proxies hereby solicited will be voted on such matters in accordance with the best judgment of the nominee.

In order to approve a motion proposed at the Meeting, a majority of greater than 50% of the votes cast will be required (an "Ordinary Resolution") unless the motion requires a "special resolution", in which case a majority of not less than 66-2/3% of the votes cast will be required. In the event that a motion proposed at the Meeting requires disinterested Shareholder approval, Common Shares held by Shareholders of the Company who are also "insiders", as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of the Shareholders do not hold their Common Shares in their own name. Shareholders holding their Common Shares through their brokers, intermediaries, trustees or other parties, or otherwise not holding their

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Common Shares in their own name (referred to in this Information Circular as “Beneficial Shareholders”) should note that only proxies deposited by Shareholders appearing on the records maintained by the Company’s transfer agent as registered holders of Common Shares will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares, in all likelihood, will NOT be registered in the Shareholder’s name. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co., the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms. Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting Common Shares for the broker’s clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate party well in advance of the Meeting.

Regulatory polices require brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by the Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form requesting such voting instructions (a “VIF”) supplied to the Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the Proxy provided directly to the Registered Shareholders by the Company, however, its purpose is limited to instructing the Registered Shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder.

Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications (“Broadridge”) in Canada. Broadridge typically prepares a machine-readable VIF, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the VIFs to Broadridge (by way of mail, the Internet or telephone). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder cannot use a VIF to vote Common Shares directly at the Meeting. The VIF must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) or other third party in accordance with the instructions on the VIF well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other Intermediary, please contact that broker or other Intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly at a Meeting for the purposes of voting Common Shares registered in the name of their broker, a Beneficial Shareholder may attend the Meeting as Proxyholder for the Registered Shareholder and vote the Common Shares in that capacity if the Company receives a properly completed proxy from the Intermediary. Beneficial Shareholders wishing to attend the Meeting and indirectly vote their Common Shares as Proxyholder for the Registered Shareholder, should enter their own names in the blank space on the VIF provided to them and return it in accordance with the instructions provided by such party on the VIF.

These securityholder materials are being sent to both Registered Shareholders and Non-Registered Shareholders. If you are a Non-Registered Shareholder and the Company or the Transfer Agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. In this event, by choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

There are two kinds of Beneficial Shareholders, those who object to their name being made known to the issuers of securities which they own (“OBOs” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (“NOBOs” for Non-Objecting Beneficial Owners). Pursuant to National Instrument 54-101 (“NI 54-101”) issuers can obtain a list of their NOBOs from intermediaries for distribution of proxy related materials directly to NOBOs.

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This year, the Company has decided to take advantage of those provisions of NI 54-101 that permit it to directly deliver proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive a scannable VIF from our Transfer Agent, Odyssey. These VIFs are to be completed and returned to Odyssey in the envelope provided or by facsimile. In addition, Odyssey provides both telephone voting and internet voting as described on the VIF itself which contains complete instructions. Odyssey will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by the VIFs they receive.

In accordance with the Provisions of NI 54-101, the Company has elected not to pay for mailing to OBO's. As a result, OBO's will only receive paper copies of proxy-related materials if the OBO's intermediary assumes the costs of delivery.

RECORD DATE AND QUORUM

The board of directors (the "Board") of the Company has fixed the record date for the Meeting as the close of business on May 16, 2025 (the "Record Date"). Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to vote their Common Shares at the Meeting, except to the extent that any such Shareholder transfers any Common Shares after the Record Date and the transferee of those Common Shares establishes that the transferee owns the Common Shares and demands, not less than ten (10) days before the Meeting, that the transferee's name be included in the list of Shareholders entitled to vote at the Meeting, in which case, only such transferee shall be entitled to vote such Common Shares at the Meeting.

Under the Company's Articles, the quorum for the transaction of business at a meeting of Shareholders is two (2) persons who are, or represent by proxy, Shareholders holding, in the aggregate, at least five percent (5%) of the Common Shares entitled to be voted at the meeting.

VOTING COMMON SHARES AND PRINCIPAL HOLDERS THEREOF

The authorized capital of the Company consists of an unlimited number of Common Shares and an unlimited number of preferred shares having attached thereto the special rights and restrictions as set forth in the Articles of the Company. On the Record Date, there were 160,342,519 Common Shares issued and outstanding, each share carrying the right to one vote. No Preferred shares have been issued. The Company has no other classes of voting shares.

To the knowledge of the Directors and Senior Officers of the Company, as of the Record Date, there are no persons or corporations that beneficially own, or control or direct, directly or indirectly, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company, except those shown in the table below:

Name of Shareholder	Number of Common Shares	Percentage of Issued and Outstanding Common Shares
Alamos Gold Inc(1)	23,003,326	14.3%

Notes:
(1) Information taken from disclosure at www.sedi.ca.

The information above is not within the knowledge of the management of the Company and has been furnished by the respective nominees accordingly.

FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended December 31, 2024 (the "Financial Statements"), together with the Auditors' Report thereon, will be presented to Shareholders at the Meeting. The Financial Statements, the Auditor's Report thereon together with Management Discussion and Analysis ("MD&A") for the financial year ended December 31, 2024 are currently available on SEDAR+ at www.sedarplus.ca. The Notice of

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Annual General Meeting of Shareholders, Information Circular, Request for Financial Statements (NI 51-102) and form of Proxy are available on SEDAR+ at www.sedarplus.ca, from the Company's Registrar and Transfer Agent, Odyssey Trust Company, 350 – 409 Granville Street, Vancouver, British Columbia, V6C 1T2, or from the Company's head office located at 2500 - 700 West Georgia Street, Vancouver, British Columbia V7Y 1B3.

REQUEST FOR FINANCIAL STATEMENTS

National Instrument 51-102 “Continuous Disclosure Obligations” sets out the procedures for a Shareholder to receive financial statements. If you wish to receive financial statements, you may use the enclosed form or provide instructions in any other written format. Registered Shareholders must also provide written instructions in order to receive the financial statements.

ELECTION OF DIRECTORS

The persons named in the enclosed instrument of proxy intend to vote in favour of a resolution fixing the number of Directors to be elected at four (4). Although Management is nominating three individuals to stand for election, subject to compliance with the Company's Articles of Incorporation (see “Advance Notice Provisions” below), the names of further nominees for Directors may be put forth at the Meeting.

Each Director of the Company is elected annually and holds office until the next Annual Meeting of Shareholders, or until his successor is duly elected, or until his resignation as a Director.

In the absence of express instructions to the contrary, the Common Shares represented by proxy will be voted for the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a Director.

ADVANCE NOTICE PROVISIONS

The Company's Articles of Incorporation include advance notice provisions (the “Advance Notice Provisions”), which provide, among other things, a provision that requires advance notice be given to the Company in circumstances where nomination of persons for election to the Board are made by Shareholders of the Company. The Advance Notice Provisions set a deadline by which Shareholders must submit nominations (a “Notice”) for the election of directors to the Company prior to any annual or special meeting of Shareholders. The Advance Notice Provisions also set forth the information that a Shareholder must include in the Notice to the Company, and establish the form in which the Shareholder must submit the Notice for that notice to be in proper written form.

In the case of an annual meeting of Shareholders, a Notice must be provided to the Company not less than 30 days and not more than 65 days prior to the date of the annual meeting. However, in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, a Notice must be provided to the Company not later than the close of business on the 10th day following such public announcement.

As of the date of this Information Circular, the Company has not received notice of a nomination in compliance with the Advance Notice Provisions.

INFORMATION CONCERNING NOMINEES SUBMITTED BY MANAGEMENT

The following table sets out the names of the persons proposed to be nominated by management of the Company for election as a Director, the province and country in which each person is ordinarily resident, the positions and offices which each presently holds with the Company, the date for which each person became a Director of the Company, the respective principal occupations or employment during the past five years and the number of Common Shares of the Company which each beneficially owns, or controls or directs, directly or indirectly, as of the date of this Information Circular. Two of the three (3) nominees are currently Directors of the Company.

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Name, Province and Country of Ordinary Residence (1)	Principal Occupation (1)	Date First Became a Director	Number of Common Shares Beneficially Owned, Directly or Indirectly (1)
Clarence Wasser (2)
CEO & Director
Texas, USA	CEO of the Company
Formerly, President & CEO of ELY Gold Royalties Inc.	January 21, 2022	4,599,000
Scott Kelly
CFO, Corporate Secretary & Director
British Columbia, Canada	CFO of the Company;
CEO, CFO & Corporate Secretary of OpenSesame Acquisition Corp
Formerly, CFO of ELY Gold Royalties Inc.	November 19, 2021	2,380,001
Jason Jessup (2)
Director
Ontario, Canada	President & CEO of Magma Mining Inc.	January 23, 2023	580,000
Christina McCarthy (2)
Director
Ontario, Canada	Formerly, President & CEO of Paycore Minerals Inc.,
Vice President Corporate Development of New Oroperu Resources, CEO of Palisade Gold Corp. & Director of Corporate Development at McEwen Mining	October 12, 2023	750,000

Notes:
(1) The information as to province and country of ordinary residence, principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees.
(2) Denotes member of the Audit Committee.

Other than as specified below, no proposed director of the Company is, or has been, within the 10 years prior to the date of this Information Circular:

(a) a director or executive officer of any company that was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, while that person was acting in that capacity;

(b) a director or executive officer of any company that was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to act in that capacity and which resulted from an event that occurred while that person was acting in that capacity;

(c) a director or executive officer of any company, that while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

(d) become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or officer; or

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(e) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by any securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body or self-regulatory authority that would be likely to be considered important to a reasonable investor making an investment decision:

Mr. Wasser was censored & fined by the National Association of Securities Dealers in 1986 for violating NYSE Rule 405. Mr. Wasser took instructions for the spouse of the trustee of an account without the trustee’s apparent knowledge. This occurred during the first year of Mr. Wasser’s 20-year career in the brokerage business while working at a reputable brokerage.

All of the nominees are ordinarily resident in Canada. The Company does not currently have an Executive Committee of the Board.

Director Biographic Information

Additional biographic information about the proposed directors of the Company is provided below:

Clarence (Trey) Wasser Chief Executive Officer & Director:

Mr. Wasser serves as the Chief Executive Officer and a Director of the Company on an independent contractor basis. Mr. Wasser served as the President and CEO of Ely Gold Royalties Inc. (TSXV: ELY) from 2009 until its acquisition by Gold Royalty Corp. (NYSE American: GROY) in August 2021. Following the acquisition Mr. Wasser served as a Director of Gold Royalty Corp. until February 2023. He is the President and Director of Research for Pilot Point Partners specializing in precious metal mining and oil & gas development. Mr. Wasser also currently serves as a Director of Urano Energy Corp. (formerly C2C Gold Corp.) (CSE: UE) Previously, Mr. Wasser spent 20 years as a bond salesman and trader with Merrill Lynch, Kidder Peabody and Paine Webber. Mr. Wasser earned an Associate Science degree from the College of the Siskiyous in California.

Scott Kelly Chief Financial Officer, Corporate Secretary & Director:

Mr. Kelly serves as the Chief Financial Officer, Corporate Secretary and a Director of the Company on an independent contractor basis. Mr. Kelly has served as CEO, CFO and Corporate Secretary of OpenSesame Acquisition Corp. (TSXV: OPEN.P) since October 2021. Mr. Kelly has served as CFO for South Pacific Metals Corp. (TSXV: SPMC) since May 2024. For nearly 20 years, Mr. Kelly has served as the Chief Financial Officer of several TSX, TSXV and CSE listed companies including: Windfall Geotek Inc. (CSE: TSX-V: WIN - Chief Financial Officer 2022 – 2025); Ely Gold Royalties Inc. (TSXV: ELY – Chief Financial Officer 2004 – 2019), Sonoro Metals Corp. (TSXV:SGO - Chief Financial Officer June 2007 – November 2019), Pediment Gold Corp. (TSX:PEZ – V.P. Finance April 2008 – January 2011), Marlin Gold Mining Ltd. (TSXV:MLN – Chief Financial Officer 2014 – 2018), Ethos Gold Corp. (TSXV – Chief Financial Officer August 2014 – April 2021), Permex Petroleum Corp. (CSE:OIL – Chief Financial Officer March 2018 – November 2021) and Mako Mining Corp. (TSXV:MKO - Chief Financial Officer 2018 – 2021). Mr. Kelly holds a Bachelor of Commerce Degree from Royal Roads University.

Christina McCarthy Director:

Ms. McCarthy serves as an independent member of the Company’s Board of Directors. Ms. McCarthy is also a Director of Kirkland Lake Discoveries Corp. since July 2023, a Director of i-80 Gold Corp. since May 2023, a Director of Borealis Mining Company Ltd. since March 2024, and a Director of Nuvau Minerals Ltd. since December 2024. Ms. McCarthy is the former President, CEO and a director of Paycore Minerals Inc. from November 2021 to May 2023 and a former director of Palamina Corp. (TSXV: PA), from September 2020 to September 2024. Previously, from May 2020 to October 2021 Ms. McCarthy was Vice President Corporate Development at New Oroperu Resources. From December 2019 to May 2020 Ms. McCarthy was the CEO of Palisade Gold Corp., and from December 2014 to December 2019 Ms. McCarthy was the Director of Corporate Development at McEwen Mining

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(December 2014 to December 2019). Ms. McCarthy holds a Bachelors of Earth Science from Brock University in Ontario, Canada.

Jason Jessup Director:

Mr. Jessup serves as an independent member of the Company’s Board of Directors. Mr. Jessup has served as President, COO and a Director of Magna Mining Corp. from December 2016 to August 2019, and was the CEO and a Director of Magna Mining Corp. from September 2019 to May 2021. Mr. Jessup continued as CEO and a Director of Magna Mining Corp. after it became a publicly traded company (Magna Mining Inc.) in May 2021 (TSXV: NICU). Previously, Mr. Jessup served as President and a Director of Ready Set Gold Corp. from June 2020 to June 2021, and remained as a Director only following it becoming a public company (renamed to Newpath Resources Inc.) (CSE: RDY), President of Mine Management Partners from August 2014 to November 2016, Manager or Project Evaluations for Sandstorm Gold Royalties (TSX: SSL) from September 2013 until July 2014, Manager of Corporate Development of Premier Royalty Inc. from July 2012 to August 2013, Manager of Corporate Development of Bridgeport Ventures Inc. (TSX: BPV) from September 2011 to June 2012, and as the Mine general foreman of QuadraFNX Mining from January 2005 to August 2011. Mr. Jessup holds a Mining Engineering Technology Diploma from Northern College in Haileybury, Ontario and a Master of Business Administration from Athabasca University in Alberta.

EXECUTIVE COMPENSATION

In accordance with the provisions of applicable securities legislation, the Company had two (2) “Named Executive Officers” during the financial year ended December 31, 2024, being Clarence Wasser, CEO and Scott Kelly, CFO and Corporate Secretary of the Company.

For the purpose of this Information Circular:

“CEO” means an individual who acted as chief executive officer of the company, or acted in a similar capacity, for any part of the most recently completed financial year;

“CFO” means an individual who acted as chief financial officer of the company, or acted in a similar capacity, for any part of the most recently completed financial year;

“closing market price” means the price at which the company’s security was last sold, on the applicable date,

(a) in the security’s principal marketplace in Canada; or
(b) if the security is not listed or quoted on a marketplace in Canada, in the security’s principal marketplace;

“equity incentive plan” means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS 2 Share-based Payment.

“external management company” includes a subsidiary, affiliate or associate of the external management company.

“grant date” means a date determined for financial statement reporting purposes under IFRS 2 Share-based Payment.

“incentive plan” means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

“incentive plan award” means compensation awarded, earned, paid, or payable under an incentive plan;

“NEO” or “named executive officer” means each of the following individuals:

(a) a CEO;

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(b) a CFO;

(c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6), for that financial year; and

(d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year;

"NI 52-107" means National Instrument 52-107 “Acceptable Accounting Principles, Auditing Standards and Reporting Currency”;

“non-equity incentive plan” means an incentive plan or portion of an incentive plan that is not an equity incentive plan;

“option-based award” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features;

“share-based award” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

COMPENSATION DISCUSSION AND ANALYSIS

Discussion

The objective of Dryden’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders. The Dryden Board ensures that executive reward satisfies the following key criteria for good reward governance practices:

(a) Rewards reflect the competitive global market in which Dryden operates;

(b) Rewards to executives are linked to creating value for shareholders;

(d) Where appropriate, senior managers receive a component of their remuneration in equity to align their interests with those of the shareholders; and

(e) Long-term incentives are used to ensure that remuneration of key management personnel reflects the Dryden’s performance, with particular emphasis on Dryden’s growth and the consequence of the Dryden’s performance on shareholder wealth.

Dryden has adopted a compensation program which is aimed at achieving the foregoing objectives and which has been designed as a total package of short-term and long-term compensation with fixed and variable compensation components. The Dryden compensation program has application to all of the NEOs and senior employees within Dryden at the corporate level.

Elements of Compensation

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The compensation program is comprised primarily of a fixed component, in the form of an annual salary, and components that are variable or “at risk” in nature, being the award of cash bonuses and long-term incentive awards as granted under Dryden’s variable incentive compensation program (the “Incentive Plan”), both of which are tied to personal and corporate performance.

Annual Salary

Dryden provides a base salary so that the NEOs have regular, reliable income. The Dryden Board believes that market competitive base salaries are important in attracting and retaining talented executives. In setting the base salary of each NEO, the Dryden Board considers the responsibilities, performance and experience of the NEO; historical compensation and contractual commitments; the recommendations of the Chief Executive Officer related to each NEO’s base salary; and such other factors as the Dryden Board considers relevant. In considering base salary levels, the Dryden Board does not utilize any formal or specific weighting of the above factors. The base salaries are reviewed annually.

Incentive Compensation

Under its Incentive Plan, Dryden utilizes both short- and long-term incentives which are designed to reward NEOs for working to maximize both the immediate and long-term value of the securities of Dryden and, therefore, align the interests of management with those of the Shareholders. The Incentive Plan consists of short-term incentive awards taking the form of cash bonuses and long-term incentives taking the form of Options issued under the Stock Option Plan.

Short-Term Incentive Awards

Under the Incentive Plan, employees with greater accountability within Dryden have a greater percentage of their total compensation tied to their personal performance, and the performance of the company (“Variable Compensation”). The ultimate dollar value of Variable Compensation that a NEO actually earns in a year is generally determined by two factors: (i) personal performance, and (ii) corporate performance, although the Dryden Board also has the ability to exercise their discretion to award a Variable Compensation amount different from what the Incentive Plan might otherwise dictate. Although the proportion to which NEOs’ Variable Compensation is linked, or put at risk, based upon personal performance (“Personal Performance Portion”) versus corporate performance (“Corporate Performance Portion”) can vary at the discretion of the Dryden Board, it is generally split 50/50.

Near the start of each year each NEO, together with either the Dryden Board or Chief Executive Officer, as appropriate, will agree upon certain goals to be achieved by the NEO over the year. These goals are unique to each NEO and, accordingly, vary between NEOs (although some commonality may exist). Depending on the individual and his/her role in the organization, certain areas of focus for the year will be specified. At about the same time, corporate performance targets for Dryden will be determined by the Dryden Board based upon recommendations from the Chief Executive Officer.

In the first quarter of the following year, personal performance for the previous year is assessed and a percentage ranking from 0 to 100% is attributed to the NEO’s performance which is then used to determine the percentage of the Personal Performance Portion of the Variable Compensation which the NEO is entitled to. This assessment typically has both subjective and objective elements to it. If performance is too low, all entitlement to Variable Compensation could be lost.

Also, in the first quarter of the following year, corporate performance of Dryden over the previous fiscal year is determined and a percentage ranking from 0 to 100% is attributed to the corporate performance which is then used to determine the percentage of the Corporate Performance Portion of the Variable Compensation which the NEO is entitled to.

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Once these determinations are made, a NEO’s actual Personal Performance Portion and Dryden’s Corporate Performance Portion are added together to come up with the total earned Variable Compensation for the year in question (the “Earned Variable Compensation”). The Earned Variable Compensation is then paid out as a cash bonus.

Long-Term Incentive Awards

Long-Term Incentive Awards (“LTIs”) are intended to promote retention and align NEOs with Shareholder interests through the use of Options as a means of providing long-term incentive compensation. The Dryden Board determines the LTIs to each NEO at the time of grant.

Equity Participation

The Company believes that encouraging its executives and employees to become Shareholders is the best way of aligning their interests with those of its Shareholders. Equity participation is accomplished through Dryden’s stock option plan. Stock options are granted to executive officers taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses and the Company’s goals.

Use of Financial Instruments

Dryden does not have a policy that would prohibit a NEO or director from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director. However, Management is not aware of any NEO or director purchasing such an instrument.

Benefits and Perquisites

Other components of compensation include personal benefits as determined by the Dryden Board that are consistent with the overall compensation strategy, including health and dental benefits, parking and expense reimbursement. Dryden does not provide any pension or retirement benefits to the NEOs. Dryden does not believe that perquisites and benefits should represent a significant portion of the compensation package and, in 2024, such perquisites and benefits were $Nil for each NEO.

Share Based and Option Based Awards

Dryden currently has in effect the Stock Option Plan, the purpose of which is to advance the interests of the Company and its Shareholders by (a) ensuring that the interests of officers and employees are aligned with the success of the Company; (b) encouraging stock ownership by such persons; and (c) providing compensation opportunities to attract, retain and motivate such persons. The Stock Option Plan provides optionees with the opportunity through the exercise of options to acquire an ownership interest in the Company.

The Stock Option Plan is administered by the Board that determines, from time to time, the eligibility of persons to participate in the Stock Option Plan, when options will be granted, the number of Common Shares subject to each option, the exercise price of each option, the expiration date of each option and the vesting period for each option, in each case in accordance with applicable securities laws and stock exchange requirements.

It is not Dryden’s practice to grant stock options to existing executive officers on an annual basis but grants of stock options will be considered as the circumstances of the Company and the contributions of the individual warrant. Previous grants of options are taken into account when considering new grants as part of the Company’s plan to achieve its objective of retaining quality personnel.

As at December 31, 2024, the Company had options outstanding under the Stock Option Plan to purchase 5,900,000 Common Shares, representing 39.5% of the available options, and 4% of the issued and outstanding Common Shares. An aggregate of, 9,045,803 options remained available for grant under the Stock Option Plan.

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Compensation Governance

Dryden does not presently have a compensation committee. The Dryden Board is responsible for the review and assessment of compensation for the members of the Dryden Board and the independent members of the Dryden Board are responsible for the review and assessment of the compensation of the Chief Executive Officer of Dryden.

Executive compensation is reviewed and approved at meetings typically held in the first quarter of each year. Annual evaluations of the performance of each officer for the previous year are conducted by executive management and then the Chief Executive Officer, after review and assessment, will recommend salary adjustments and annual incentive awards (including share-based awards) to the Dryden Board. One of the main goals of the Dryden Board in assessing and approving compensation recommendations is to do its best at recognizing and rewarding individual performance as well as providing a fair and competitive industry level of compensation while taking into consideration the individual's experience and performance and the financial performance of Dryden overall.

The philosophy for Dryden Board compensation is to provide non-executive Dryden Board members with compensation which is at a level so as to be able to retain and attract qualified directors as well as to align the interests of directors with the interests of Shareholders. Members of the Dryden Board who are also officers participate in the compensation review and assessment process at the Dryden Board level however they may be excused from discussions and decisions with regard to their own compensation. The final approval of the Dryden Board and executive officer compensation is made by the Independent Directors.

Use of Financial Instruments

The Company does not have a policy that would prohibit a NEO or director from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director. However, management is not aware of any NEO or director purchasing such an instrument.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets out the compensation provided to each of the Dryden's NEOs for each of Dryden's three most recently completed financial years and the current year-to-date:

Name and position	Year	Salary	Share-based awards	Option-based awards (7)	Non-equity incentive plan compensation		Pension value	All other compensation	Total compensation
					Annual incentive plans	Long-term incentive plans
Trey Wasser (1)
Chief Executive Officer and Director	Year ended December 31, 2024	$227,500(2)	$Nil	$34,161	$Nil	$Nil	$Nil	$Nil	$261,661
	Year ended December 31, 2023	$110,000(2)	$Nil	$12,841	$Nil	$Nil	$Nil	$Nil	$122,841
	Year ended December 31, 2022	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil

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Name and position	Year	Salary	Share-based awards	Option-based awards (7)	Non-equity incentive plan compensation		Pension value	All other compensation	Total compensation
					Annual incentive plans	Long-term incentive plans
Scott Kelly (3)
Chief Financial Officer, Corporate Secretary and Director	Year ended December 31, 2024	$84,986 (4)	$Nil	$34,161	$Nil	$Nil	$Nil	$Nil	$118,847
	Year ended December 31, 2023	$51,500 (4)	$Nil	$12,841	$Nil	$Nil	$Nil	$Nil	$64,341
	Year ended December 31, 2022	$6,500 (4)	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$6,500
Maura Kolb (5)
President and Head of Exploration	Year ended December 31, 2024	$198,024	$Nil	$34,161	$Nil	$Nil	$Nil	$Nil	$232,185
	Year ended December 31, 2023	$136,199	$Nil	$12,841	$Nil	$Nil	$Nil	$Nil	$149,040
	Year ended December 31, 2022	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil
Anna Hicken (6)
Vice President Exploration	Year ended December 31, 2024	$172,500	$Nil	$26,815	$Nil	$Nil	$Nil	$Nil	$199,315
	Year ended December 31, 2023	$43,557	$Nil	$7,705	$Nil	$Nil	$Nil	$Nil	$51,262

(1) Trey Wasser was appointed a director January 31, 2022, and as Chief Executive Officer on April 4, 2023.
(2) Amount paid in connection of consulting fees deferred by Pilot Point Partners LLC; a company wholly owned by Trey Wasser.
(3) Scott Kelly was appointed a director upon incorporation on November 19, 2021, and as Chief Financial Officer on April 15, 2023.
(4) Amount paid in connection to consulting fees to Tuareg Consulting Inc., a company wholly owned by Scott Kelly.
(5) Maura Kolb was appointed President and Head of Exploration on April 15, 2023.
(6) Anna Hicken was appointed Vice President Exploration on October 9, 2023.
(7) Determined using the Black-Scholes-Merton method.

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Incentive Plan Awards – Value Vested or Earned During the Year

Outstanding Share-Based Awards and Option-Based Awards

The following table sets out the awards granted to each NEO and which were outstanding as at December 31, 2024:

	Option-based Awards				Share-based Awards
Name and position	Number of securities underlaying unexercised options	Option exercise price	Option expiration date	Value of unexercised in-the-money options(1)	Number of shares or units of shares that have not vested	Market or payout value of share-based awards that have not vested	Market or payout value of vested share-based awards not paid out or distributed
Trey Wasser
Chief Executive Officer and Director	500,000
250,000	$0.15
$0.15	October 21, 2028
June 26, 2034	$Nil
$Nil	-	-	-
Scott Kelly
Chief Financial Officer, Corporate Secretary and Director	500,000
250,000	$0.15
$0.15	October 21, 2028
June 26, 2026	$Nil
$Nil	-	-	-
Maura Kolb
President and Head of Exploration	500,000
250,000	$0.15
$0.15	October 21, 2028
June 26, 2034	$Nil
$Nil	-	-	-
Anna Hicken
Vice President Exploration	300,000
250,000	$0.15
$0.15	October 21, 2028
June 26, 2034	$Nil
$Nil	-	-	-

Notes:

(1) For options outstanding at the most recently completed financial year and in-the-money on that date, based on the difference between the closing market price of the Common Shares on the Exchange on December 31, 2024 and the exercise price of the option.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets out the particulars of incentive plan awards to the NEOs for which value has vested or been earned during financial year ended December 31, 2024:

Name and position	Option-based awards – Value vested during the year(1)	Share-based awards – Value vested during the year	Non-equity incentive plan compensation – Value earned during the year
Trey Wasser
Chief Executive Officer	$34,161	-	-
Scott Kelly
Chief Financial Officer, Company Secretary	$34,161	-	-

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Name and position	Option-based awards – Value vested during the year(1)	Share-based awards – Value vested during the year	Non-equity incentive plan compensation – Value earned during the year
Maura Kolb
President and Head of Exploration	$34,161	-	-
Anna Hicken
Vice President Exploration	$26,815	-	-

Notes:
(1) For options outstanding at the most recently completed financial year and in-the-money on that date, based on the difference between the closing market price of the Common Shares on the Exchange on December 31, 2024 and the exercise price of the option.

Narrative Discussion

As at December 31, 2024 NEOs held an aggregate of 2,800,000 of the aggregate 5,900,000 issued and outstanding stock options. During the year ended December 31, 2024, the Company granted an aggregate of 1,800,000 stock options to NEOs.

Pension Plan Benefits

The Company has no formal pension or retirement plan in place for its directors, officers or employees.

Termination and Change of Control Benefits

Refer to the discussion below under “Management Contracts”.

DIRECTOR COMPENSATION

Director Compensation Table

The following table sets out the compensation provided to the directors of Dryden who were not NEOs for Dryden’s most recently completed financial year ended December 31, 2024:

Name	Fees Earned	Share-based award	Option-based awards (1)	Non-equity incentive plan compensation	Pension value	All other compensation	Total compensation
Jason Jessup	Nil	Nil	$30,487	Nil	Nil	Nil	$30,487
Christina McCarthy	Nil	Nil	30,487	Nil	Nil	Nil	30,487

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Incentive Plan Awards – Value Vested or Earned During the Year

Outstanding Share-Based Awards and Option-Based Awards

The following table sets out the awards outstanding for each director who were not NEOs of Dryden as at December 31, 2024:

	Option-based Awards				Share-based Awards
Name	Number of securities underlaying unexercised options	Option exercise price	Option expiration date	Value of unexercised in-the-money options(1)	Number of shares or units of shares that have not vested	Market or payout value of share-based awards that have not vested	Market or payout value of vested share-based awards not paid out or distributed
Jason Jessup	400,000	$0.15	October 21, 2028	$Nil	-	-	-
	250,000	$0.15	June 26, 2034	$Nil
Christina McCarthy	400,000	$0.15	October 21, 2028	$Nil	-	-	-
	250,000	$0.15	June 26, 2034	$Nil

Incentive Plan Awards – Value Vested During the Year

The following table sets out the incentive plan awards of the directors of Dryden who were not NEOs for which value has vested or been earned during the most recently completed financial of Dryden ended December 31, 2024:

Name	Option-based awards – Value vested during the year(1)	Share-based awards – Value vested during the year	Non-equity incentive plan compensation – Value earned during the year
Jason Jessup	$30,487	Nil	Nil
Christina McCarthy	$30,487	Nil	Nil

Narrative Discussion

As at December 31, 2024, directors who were not NEOs held an aggregate of 1,300,000 of the aggregate 5,900,000 issued and outstanding stock options. During the year ended December 31, 2024, the Company granted an aggregate of 800,000 stock options to directors who were not NEOs.

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MANAGEMENT CONTRACTS

Consulting Agreement with Clarence (Trey) Wasser

The Company entered into a consulting agreement with Pilot Point Partners LLC (“Pilot Point”), a corporation wholly owned by Clarence (Trey) Wasser, with an effective date of July 1, 2023 (the “Pilot Point Agreement”), pursuant to which Trey Wasser provides general management and financial services to the Company and holds the title of Chief Executive Officer.

As compensation for services, Pilot Point initially received an annual salary of $220,000, billing in equal monthly installments, which amount was increased to $250,000 annually in October 2024. All salaries and bonuses may be deferred (the “Deferred Account”) at the election of Pilot Point. The Deferred Account shall bear no interest. Pursuant to the Pilot Point Agreement and subsequent amendments, Pilot Point has agreed to defer all renumeration for a until January 1, 2027 (the “Initial Deferral”). Following the Initial Deferral, Pilot Point may:

(a) maintain the Deferred Account and continue deferrals for continuous three-month periods;

(b) cease deferrals but maintain the Deferred Account;

The term of the Pilot Point Agreement runs for an indefinite period, provided that the Company does not terminate the Pilot Point Agreement for cause, without cause, through a change of control or by Pilot Point providing 30 days written notice to the Company.

The Company may terminate the Pilot Point Agreement with cause, as such term is defined in the Pilot Point Agreement, without further payment except for the payment of the then balance of the Deferred Account.

The Company may terminate the Pilot Point Agreement without cause upon paying:

(a) the full amount of the installments falling due in respect of Pilot Point’s then annual base salary through to the termination date;

(b) a lump sum amount equal to two times the balance of the Deferred Account balance;

(c) a lump sum severance amount, which is equal to 12 months base salary plus an additional month’s base salary for every 12 months of service completed;

(d) provision of benefits until the earlier of the end of the period in paragraph (c) above or until such time Pilot Point obtains comparable benefits from another source.

Upon a Change in Control, as defined in the Pilot Point Agreement, the Company shall pay Pilot Point within 10 days of ceasing employment with the Company the following:

(a) payment of the final wages up to such termination date;

(b) a lump sum amount equal to 24 months of the base salary;

(d) a lump sum amount equal to the sum of the bonus payments made to Pilot Point during the 12 months preceding the termination date; and

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(e) provision of benefits until the earlier of the end of the 24 months after the termination date or until such time Pilot Point obtains comparable benefits from another source.

Consulting Agreement with Scott Kelly

The Company entered into a consulting agreement with Tuareg Consulting Inc (“Tuareg”), a corporation wholly owned by Scott Kelly, with an effective date of July 1, 2023 (the “Tuareg Agreement”), pursuant to which Scott Kelly provides general management and financial services to the Company and holds the title of Chief Financial Officer and Corporate Secretary.

As compensation for the Services, Tuareg initially received an annual salary of $78,000 plus GST, billing in equal monthly installments, which amount was increased to $102,000 annually in October 2024.

The term of the Tuareg Agreement shall continue until:

(a) Tuareg elects to terminate the Tuareg Agreement by providing 90 days written notice to the Company. Such voluntary termination will not give rise to any termination obligation of the Company.

(b) The Company may elect to terminate the Tuareg Agreement as follows:

a. Without cause, by providing written notice to Tuareg and paying a lump sum equal to three months of the annual salary plus one additional month for every year of service completed; and

b. Providing written notice to Tuareg for termination with cause, which if left unremedied for more than 15 days, shall not give rise to any termination obligation of the Company.

Upon a Change in Control, as defined in the Tuareg Agreement, the Company shall pay Tuareg within 10 days of ceasing employment with the Company the following:

(a) payment of the final wages up to such termination date;

(b) a lump sum amount equal to 18 months of the base salary;

a. the sum of the bonus payments made to Tuareg during the 12 months preceding the termination date divided by 12;

b. then multiplied by, the sum of the number of completed months in the current bonus year up to the termination date plus an 18-month period;

(d) provision of benefits until the earlier of the end of the 18-month period after termination or until such time Tuareg obtains comparable benefits from another source.

Employment Agreement with Maura Kolb

The Company entered into an employment agreement with Maura Kolb with an effective date of April 15, 2023 (the “Kolb Agreement”), pursuant to which Ms. Kolb provides general management and geological services to the Company and holds the title of President and Head of Exploration.

As compensation for the Services, Ms. Kolb initially received an annual salary of $185,000, paid in semi-monthly installments, which amount was increased to $215,000 in October 2024.

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The Company may terminate the Kolb Agreement with cause, as such term is defined in the Kolb Agreement, by providing written notice, which if left unremedied for more than 30 days, shall not give rise to any termination obligation of the Company.

The Company may terminate the Kolb Agreement without cause upon paying:

(a) the full amount of the installments falling due in respect of Ms. Kolb’s then annual base salary through to the termination date;

(b) a lump sum equal to six months of the annual salary plus one additional month for every year of service completed;

(c) provision of benefits until the earlier of the end of the period set out above in paragraph (b) or until such time Ms. Kolb obtains comparable benefits from another source.

Upon a Change in Control, as defined in the Kolb Agreement, the Company shall pay Ms. Kolb within 10 days of ceasing employment with the Company the following:

(a) payment of the final wages up to such termination date;

(b) a lump sum amount equal to 12 months of the base salary;

a. the sum of the bonus payments made to Ms. Kolb during the 12 months preceding the termination date divided by 12;

b. then multiplied by: the sum of the number of completed months in the current bonus year up to the termination date plus a 12-month period;

(d) provision of benefits until the earlier of the end of the 12-month period after termination or until such time Pilot Point obtains comparable benefits from another source.

Employment Agreement with Anna Hicken

The Company entered into a consulting agreement with Geomax Consulting (“Geomax”), a corporation owned by Anna Hicken, with an effective date of October 9, 2023 (the “Geomax Agreement”), pursuant to which Anna Hicken provides general management and geological services to the Company and holds the title of Vice President Exploration.

As compensation for the Services, Geomax initially received an annual salary of $165,000, billing in equal monthly installments, which amount was increased to $195,000 in October, 2024.

The Company may terminate the Geomax Agreement with cause, as such term is defined in the Geomax Agreement, by providing written notice, which if left unremedied for more than 30 days, shall not give rise to any termination obligation of the Company.

The Company may terminate the Geomax Agreement without cause upon paying:

(a) the full amount of the installments falling due in respect of Geomax’s then annual base salary through to the termination date;

(b) a lump sum equal to six months of the annual salary plus one additional month for every year of service completed;

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(c) provision of benefits until the earlier of the end of the Severance Period or until such time Geomax obtains comparable benefits from another source.

Upon a Change in Control, as defined in the Geomax Agreement, the Company shall pay Geomax within 10 days of ceasing employment with the Company the following:

(a) payment of the final wages up to such termination date;
(b) a lump sum amount equal to 12 months of the base salary;
(c) an amount equal to:

a. the sum of the bonus payments made to Geomax during the 12 months preceding the termination date divided by 12;
b. then multiplied by, the sum of the number of completed months in the current bonus year up to the termination date plus a 12-month period;

(d) provision of benefits until the earlier of the end of the PCOC Severance Period or until such time Pilot Point obtains comparable benefits from another source.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information with respect to all compensation plans under which equity securities are authorized for issuance as of December 31, 2024:

Equity Compensation Plan Information as of December 31, 2024.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by security holders	5,900,000	$0.15	9,045,803
Equity compensation plans not approved by security holders	Nil	Nil	N/A
TOTAL	5,900,000	$0.15	9,045,803

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

Other than "routine indebtedness" as defined in applicable securities legislation, since the beginning of the last fiscal year of the Company, none of the executive officers, directors or employees, any former executive officers, directors or employees of the Company, or any proposed nominee for election as a Director, or any affiliate or associate of any of the foregoing, is or has been indebted to the Company or any of its subsidiaries or has been indebted to any other entity where that indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

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INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed herein or above, since the commencement of the Company’s most recently completed financial year, no informed person (a director, officer, employee, or holder of 10% or more Common Shares) or nominee for election as a director of the Company or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

AUDIT COMMITTEE

National Instrument 52-110 of the CSA (“NI 52-110”) requires the Company, as a venture issuer, to disclose annually in its information circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth in the following.

Audit Committee Disclosure

Pursuant to Section 224(1) of the British Columbia Business Corporations Act and NI 52-110 the Company is required to have an audit committee comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Company or an affiliate of the Company. NI 52-110 requires the Company as a venture issuer, to disclose annually in its information circular certain information concerning the makeup of its audit committee and its relationship with its independent auditor.

The primary function of the audit committee (“Audit Committee”) is to assist the Board in fulfilling its financial oversight responsibilities by: (i) reviewing the financial reports and other financial information provided by the Company to regulatory authorities and Shareholders; (ii) reviewing the systems for internal corporate controls which have been established by the Board and management; and (iii) overseeing the Company’s financial reporting processes generally. In meeting these responsibilities, the Audit Committee monitors the financial reporting process and internal control system; reviews and appraises the work of external auditors and provides an avenue of communication between the external auditors, senior management and the Board. The Audit Committee is also mandated to review and approve all material related party transactions.

Composition of the Audit Committee

The Audit Committee is comprised of the following members: (i) Clarence Wasser (ii) Jason Jessup and (iii) Christina McCarthy. Each member of the Audit Committee is considered to be financially literate as defined by NI 52-110 in that he has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company’s financial statements.

Jason Jessup and Christina McCarthy are “independent” within the meaning of National Instrument 52-110 and Clarence Wasser is not “independent” within the meaning of National Instrument 52-110 because he is also Chief Executive Officer of the Company.

Each of the members of the proposed Audit Committee of the Company have experience as directors or executive officers of reporting issuers listed on Canadian stock exchanges that have as their principal business mineral exploration generally comparable to the proposed business operations of the Company. In this role the proposed members of the Audit Committee of the Company are experienced with engaging with licenced auditors in connection with the preparation of International Financial Reporting Standards (“IFRS”) compliant audited financial statements, including past experience evaluating financial statements generally comparable to the issues that can reasonably be expected to be raised by the Company's financial statements and have an understanding of internal controls and procedures for financial reporting. For additional details regarding the relevant experience of each member of the Company’s Audit Committee, see the relevant biographical experiences for each of the Company’s directors and officers above under the heading “Director Biographic Information”.

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The members of the Audit Committee are elected by the Board at its first meeting following the annual Shareholders' meeting. Unless a chair is elected by the full Board, the members of the Audit Committee designate a chair by a majority vote of the full Audit Committee membership.

The Company has adopted a Charter of the Audit Committee of the Board on April 4, 2023 a copy of which is annexed hereto as Schedule "A".

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the commencement of the Company's most recently completed financial year, the Company has not relied on the exemptions contained in sections 2.4, 6.1.1(4), 6.1.1(5), 6.1.1(6) or 8 of National Instrument 52-110. Section 2.4 provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Sections 6.1.1(4), 6.1.1(5) and 6.1.1(6) provide exemptions from audit committee composition requirements applicable to venture issuers in certain circumstances. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Board, and where applicable the Audit Committee, on a case-by-case basis.

External Auditor Service Fees

In the following table, "audit fees" are fees billed by the Company's external auditor for services provided in auditing the Company's annual financial statements for the subject year. "Audit-related fees" are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements. "Tax fees" are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. "All other fees" are fees billed by the auditor for products and services not included in the foregoing categories.

The fees paid by the Company to its auditor during the fiscal years ended December 31, 2024 and 2023 by category, are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
2024	$35,000	Nil	Nil	Nil
2023	$30,000	Nil	Nil	Nil

Exemption

The Company is relying on the exemption provided by section 6.1 of NI 52-110 which provides that the Company, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

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APPOINTMENT AND REMUNERATION OF AUDITORS

The persons named in the enclosed Instrument of Proxy will vote for the re-appointment of Davidson & Company LLP as auditors for the Company, to hold office until the next Annual Meeting of the Shareholders, at a remuneration to be fixed by the Board, and the persons named in the enclosed Proxy intend to vote in favour of such re-appointment. Davidson & Company LLP has been the auditor of the company since 2023.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Capitalized terms used and not defined in this Section have such meaning ascribed to it in the policies of the Exchange.

APPROVAL OF ROLLING STOCK OPTION PLAN

The Company has implemented a 10% rolling Stock Option Plan. Under the policies of the Exchange, a rolling stock option plan, such as the Company’s must be approved by Shareholders on a yearly basis.

Accordingly, at the Meeting, Shareholders will be asked to pass an Ordinary Resolution approving the Company’s Stock Option Plan. A summary of the material provisions of the Stock Option Plan are as follows:

the Stock Option Plan reserves, for issue pursuant to stock options, a maximum number of Common Shares equal to 10% of the outstanding Common Shares of the Company from time to time;
an optionee must either be a director, senior officer, employee, management company employee or consultant of the Company at the time the stock option is granted in order to be eligible;
the maximum aggregate number of Common Shares issuable pursuant to all security-based compensation (including stock options) granted to any one person in any 12-month period may not exceed 5% of the outstanding Common Shares at the time of grant without Disinterested Shareholder Approval;
the maximum aggregate number of Common Shares issuable pursuant to all security-based compensation (including stock options) granted to any one Consultant (as defined by the Exchange) in any 12-month period may not exceed 2% of the outstanding Common Shares at the time of grant;
the maximum aggregate number of stock options granted to all Investor Relations Service Providers in any 12-month period may not exceed 2% of the outstanding Common Shares at the time of grant;
the aggregate number of Common Shares reserved for issue to insiders must not exceed 10% of the issued Common Shares at any point in time without Disinterested Shareholder Approval;
the aggregate number of Common Shares issuable pursuant to all security-based compensation (including stock options) granted to insiders (as a group) in a 12-month period must not exceed 10% of the issued Common Shares, calculated at the time of grant, without Disinterested Shareholder Approval;
the Stock Option Plan provides that no stock options may be granted under the Stock Option Plan until the requisite yearly shareholder approval of the Stock Option Plan has been obtained;
the exercise price per common share for a stock option shall be determined by the Board and may not be less than the Discounted Market Price (as determined pursuant to the policies of the Exchange), subject to a minimum exercise price of $0.10;
stock options may have a term not exceeding ten years;
stock options issued to Investor Relations Service Providers (as defined by the Exchange) must vest such that: (i) no more than ¼ of the stock options vest no sooner than three months after the stock options were

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granted; (ii) no more than another ¼ of the stock options vest no sooner than six months after the stock options were granted; (iii) no more than another ¼ of the stock options vest no sooner than nine months after the stock options were granted; and (iv) the remainder of the stock options vest no sooner than 12 months after the stock options were granted;

other than in the case of (i) death, (ii) termination for cause, or (iii) as a result of prevention by order of a regulatory authority with appropriate jurisdiction, stock options will cease to be exercisable no later than the earlier of the Expiry Date (as defined in the Stock Option Plan) and 90 days after the optionee ceases to be a Director, Officer, Employee, Consultant, or Management Company Employee (each as defined in Stock Option Plan) or for a “reasonable period” (not exceeding 12-months) after the optionee ceases to serve in such capacity, as determined by the Board;
stock options are non-assignable and non-transferable;
the Stock Option Plan contains a “cashless exercise” provision and a “net exercise” provision. The “cashless exercise” provision provides a mechanism for a brokerage firm to facilitate the exercise of a stock option by loaning funds to the optionee. The “net exercise” provision allows for a method of stock option exercise under which the optionee does not make any payment to the issuer for the exercise of their stock options and receives, on exercise, a number of shares equal to the value (current market price less the exercise price) of the stock option valued at the current market price. The current market price must be the 5-day volume weighted average trading price prior to stock option exercise. The “net exercise” provision is not available for use by Investor Relations Service Providers (as defined by the Exchange);
the Stock Option Plan contains provisions for adjustment (subject to prior Exchange acceptance, if applicable) in the number of Common Shares or other property issuable on exercise of stock options in the event of a share consolidation, split, reclassification or other relevant change in the Common Shares, or a stock dividend, arrangement, amalgamation, merger or combination, or other relevant change in the Company’s corporate structure, or any other relevant change in the Company’s capitalization; and
Disinterested Shareholder Approval will be obtained for (i) any reduction in the exercise price of, or extension to the term of, a stock option if the optionee is an insider of the Company at the time of the proposed amendment, (ii) for any amendment resulting in a benefit to an insider of the Company, and (iii) for any increase to the limits prescribed by the Stock Option Plan, including any grant that would result in such limits being exceeded, and for any other type of compensation granted through the issuance of Common Shares.

A copy of the Stock Option Plan is available on request from the Company.

The text of the resolution to be passed (the “Rolling Stock Option Plan Resolution”) is as follows:

“BE IT RESOLVED THAT the Company’s rolling Stock Option Plan be and is hereby ratified, confirmed and approved with such additional provisions and amendments, provided that such are not inconsistent with the Policies of the TSX Venture Exchange, as the directors of the Company may deem necessary or advisable.”

In order to pass the Rolling Stock Option Plan Resolution, a majority of the votes cast at the Meeting or in person or by proxy must be voted in favour of the resolution.

Management recommends that Shareholders approve the Rolling Stock Option Plan Resolution as set out above, and the persons named in the enclosed Proxy intend to vote FOR the foregoing.

CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of management who are appointed by

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the Board and charged with the day to day management of the Company. The Canadian Securities Administrators ("CSA") have adopted National Policy 58-201 Corporate Governance Guidelines, which provides non prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, the CSA have implemented National Instrument 58-101 Disclosure of Corporate Governance Practices, which prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below.

Board of Directors

The composition of the Board currently consists of four (4) members, and it is proposed that at the Meeting the Shareholders will approve the board of directors consisting of Clarence Wasser, Jason Jessup and Christina McCarthy.

Two out of the current four Board members qualify as independent directors. For this purpose, a director is independent if he or she has no direct or indirect "material relationship" with the Company. A "material relationship" is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of the director's independent judgment. Of the proposed nominees, two directors, Clarence Wasser, CEO and Scott Kelly, CFO and Corporate Secretary, are considered not independent.

Other Reporting Issuers

The following table sets forth the directors of the Company who are currently directors and/or officers of other reporting issuers:

Name	Name and Jurisdiction of Reporting Issuer	Trading Market	Position	From	To
Trey Wasser	Urano Energy Corp.	CSE	Director	March 2021	Present
Scott Kelly	Open Sesame Acquisition Corp.
British Columbia	TSX.V	CEO, CFO & Corporate Secretary	April 2021	Present
	South Pacific Metals Corp.
British Columbia	TSX.V	CFO	May 2024	Present
Jason Jessup	Magna Mining Corp.
Ontario	TSX.V	Director, CEO	December 2016	Present
Christina McCarthy	Kirkland Lake Discoveries Corp.	TSX.V	Director	July 2023	Present
	i-80 Gold Corp.	TSX.V	Director	May 2023	Present
	Borealis Mining Company Ltd.	TSX.V	Director	March 2024	Present
	Nuvau Minerals Ltd.	TSX.V	Director	December 2024	Present

Orientation and Continuing Education

Orientation of new members of the Board is conducted informally by management and members of the Board. The Company has not adopted formal policies respecting continuing education for Board members.

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Ethical Business Conduct

The Board has not adopted a formal code of business conduct and ethics. The Board is of the view that the fiduciary duties placed on individual directors by the Company’s governing legislation and common law together with corporate statutory restrictions on an individual director’s participation in Board decisions in which the director has an interest are sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the Shareholders for election at the annual meeting. The Board takes in to account the number of directors required to carry out the Board’s duties effectively and to maintain diversity of views and experience.

The Board has not established a nominating committee and this function is currently performed by the Board as a whole.

Compensation

The Board has not established a formal compensation committee. Rather the independent Board members are responsible for reviewing and determining the adequacy and form of compensation paid to the Company’s executives and key employees. The independent Board members evaluate the performance of the CEO and other senior management measured against the Company’s business goals and industry compensation levels.

Board Committees

The Board has no committees other than the Audit Committee.

Assessments

The Board annually, and at such other times as it deems appropriate, reviews the performance and effectiveness of the Board, the directors and its committees to determine whether changes in size, personnel or responsibilities are warranted. To assist in its review, the Board conducts informal surveys of its directors and receives reports from each committee respecting its own effectiveness. As part of the assessments, the Board or the individual committee may review their respective mandate or charter and conduct reviews of applicable corporate policies.

OTHER MATTERS

The Management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting; the Common Shares represented by the Proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting by proxy.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com. Copies of the Company’s financial statements and MD&A may be obtained without charge upon request from the Company’s registered and records office 25th Floor, 700 West Georgia Street, Vancouver, British Columbia, V7Y 1B3. Financial information of the Company is provided in its audited financial statements and Management Discussion & Analysis for the year ended December 31, 2024.

DIRECTOR APPROVAL

The contents of this Information Circular and the sending thereof to the Shareholders have been approved by the Board.

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DATED at Vancouver, British Columbia, this 16 day of May, 2025.

Signed
“Clarence Wasser”

Clarence Wasser
CEO & Director

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SCHEDULE “A”

DRYDEN GOLD CORP.
(the “Corporation”)

AUDIT COMMITTEE CHARTER
(for Venture Issuers)

(Adopted by the Board of Directors on April 4, 2023)

A. PURPOSE

The overall purpose of the Audit Committee (the “Committee”) is to ensure that the Corporation’s management has designed and implemented an effective system of internal financial controls to review and report on the integrity of the consolidated financial statements and related financial disclosure of the Corporation and to review the Corporation’s compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information.

B. COMPOSITION, PROCEDURES AND ORGANIZATION

The Committee shall consist of at least three members of the Board of Directors (the “Board”), and a majority of the members of the Committee must be individuals who are not executive officers, employees or control persons of the Corporation, except in the circumstances permitted under National Instrument 52-110.
The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.
Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall elect a chair and a secretary from among their number.
The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.
The Committee shall have access to such officers and employees of the Corporation and to the Corporation’s external auditors, and to such information respecting the Corporation, as it considers to be necessary or advisable in order to perform its duties and responsibilities.
Meetings of the Committee shall be conducted as follows:

(a) the Committee shall meet at least four times annually at such times and at such locations as may be requested by the chair of the Committee. The external auditors or any member of the Committee may request a meeting of the Committee;

(b) the external auditors shall receive notice of and have the right to attend all meetings of the Committee; and

The internal auditors and the external auditors shall have a direct line of communication to the Committee through its chair and may bypass management if deemed necessary. The Committee, through its chair, may

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contact directly any employee in the Corporation as it deems necessary, and any employee may bring before the Committee any matter involving questionable, illegal or improper financial practices or transactions.

C. ROLES AND RESPONSIBILITIES

The overall duties and responsibilities of the Committee shall be as follows:

(a) to assist the Board in the discharge of its responsibilities relating to the Corporation’s accounting principles, reporting practices and internal controls and its approval of the Corporation’s annual and quarterly consolidated financial statements and related financial disclosure;

(b) to establish and maintain a direct line of communication with the Corporation’s internal and external auditors and assess their performance;

(c) to ensure that the management of the Corporation has designed, implemented and is maintaining an effective system of internal financial controls; and

(d) to report regularly to the Board on the fulfilment of its duties and responsibilities.

The duties and responsibilities of the Committee as they relate to the external auditors shall be as follows:

(a) to recommend to the Board a firm of external auditors to be engaged by the Corporation, and to verify the independence of such external auditors;

(b) to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;

(d) to review with the external auditors, upon completion of their audit:

(i) contents of their report;

(ii) scope and quality of the audit work performed;

(iii) adequacy of the Corporation’s financial and auditing personnel;

(iv) co-operation received from the Corporation’s personnel during the audit;

(v) internal resources used;

(vi) significant transactions outside of the normal business of the Corporation;

(vii) significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems; and

(viii) the non-audit services provided by the external auditors;

(e) to discuss with the external auditors the quality and not just the acceptability of the Corporation’s accounting principles; and

(f) to implement structures and procedures to ensure that the Committee meets the external auditors on a regular basis in the absence of management.

The duties and responsibilities of the Committee as they relate to the Corporation’s internal auditors are to:

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(a) periodically review the internal audit function with respect to the organization, staffing and effectiveness of the internal audit department;
(b) review and approve the internal audit plan; and
(c) review significant internal audit findings and recommendations, and management's response thereto.

The duties and responsibilities of the Committee as they relate to the internal control procedures of the Corporation are to:

(a) review the appropriateness and effectiveness of the Corporation's policies and business practices which impact on the financial integrity of the Corporation, including those relating to internal auditing, insurance, accounting, information services and systems and financial controls, management reporting and risk management;
(b) review compliance under, the Corporation's business conduct and ethics policies and to periodically review these policies and recommend to the Board changes which the Committee may deem appropriate;
(c) review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Corporation; and
(d) periodically review the Corporation's financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented.

The Committee is also charged with the responsibility to:

(a) review the Corporation's quarterly statements of earnings, including the impact of unusual items and changes in accounting principles and estimates and report to the Board with respect thereto;
(b) review and approve the financial sections of:

(i) the annual report to shareholders;
(ii) the annual information form, if required;
(iii) annual and interim MD&A
(iv) prospectuses;
(v) news releases discussing financial results of the Corporation; and
(vi) other public reports of a financial nature requiring approval by the Board, and report to the Board with respect thereto;

(c) review regulatory filings and decisions as they relate to the Corporation's consolidated financial statements;
(d) review the appropriateness of the policies and procedures used in the preparation of the Corporation's consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;
(e) review and report on the integrity of the Corporation's consolidated financial statements;

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(f) review the minutes of any audit committee meeting of subsidiary companies;

(g) review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Corporation and the manner in which such matters have been disclosed in the consolidated financial statements;

(h) review the Corporation’s compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information; and

(i) develop a calendar of activities to be undertaken by the Committee for each ensuing year and to submit the calendar in the appropriate format to the Board of Directors following each annual general meeting of shareholders.

The Committee shall have the authority:

(a) to engage independent counsel and other advisors as it determines necessary to carry out its duties,

(b) to set and pay the compensation for any advisors employed by the Committee; and

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AI assistant

Dryden Gold Corp. — Proxy Solicitation & Information Statement 2025

48281_rns_2025-06-03_9af25e50-a58d-4a1d-a69d-110bfdf79a0f.pdf

VOTING OF COMMON SHARES AND EXERCISE OF DISCRETION OF PROXIES

ADVICE TO BENEFICIAL SHAREHOLDERS

RECORD DATE AND QUORUM

VOTING COMMON SHARES AND PRINCIPAL HOLDERS THEREOF

FINANCIAL STATEMENTS

REQUEST FOR FINANCIAL STATEMENTS

ELECTION OF DIRECTORS

ADVANCE NOTICE PROVISIONS

INFORMATION CONCERNING NOMINEES SUBMITTED BY MANAGEMENT

Director Biographic Information

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Discussion

Elements of Compensation

Annual Salary

Incentive Compensation

Short-Term Incentive Awards

Long-Term Incentive Awards

Equity Participation

Use of Financial Instruments

Benefits and Perquisites

Share Based and Option Based Awards

Compensation Governance

Use of Financial Instruments

EXECUTIVE COMPENSATION

Summary Compensation Table

Incentive Plan Awards – Value Vested or Earned During the Year

Outstanding Share-Based Awards and Option-Based Awards

Notes:

Incentive Plan Awards – Value Vested or Earned During the Year

Narrative Discussion

Pension Plan Benefits

Termination and Change of Control Benefits

DIRECTOR COMPENSATION

Director Compensation Table

Incentive Plan Awards – Value Vested or Earned During the Year

Outstanding Share-Based Awards and Option-Based Awards

Incentive Plan Awards – Value Vested During the Year

Narrative Discussion

MANAGEMENT CONTRACTS

Consulting Agreement with Clarence (Trey) Wasser

Consulting Agreement with Scott Kelly

Employment Agreement with Maura Kolb

Employment Agreement with Anna Hicken

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

AUDIT COMMITTEE

Audit Committee Disclosure

Composition of the Audit Committee

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

Exemption

APPOINTMENT AND REMUNERATION OF AUDITORS

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

APPROVAL OF ROLLING STOCK OPTION PLAN

CORPORATE GOVERNANCE

Board of Directors

Other Reporting Issuers

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Board Committees

Assessments

OTHER MATTERS

ADDITIONAL INFORMATION

DIRECTOR APPROVAL

C. ROLES AND RESPONSIBILITIES

More from Dryden Gold Corp.

Dryden Gold Corp. Proxy Solicitation & Information Statement 2025