Manitou Gold Inc. (TSX-V: MTU) is pleased to announce that the agreement to sell a 100% interest in its Dryden properties located in northwestern Ontario to Dryden Gold Corp. has been fully executed on April 21, 2022. Dryden Gold is a private company, controlled by the founders and management of Ely Gold Royalties Inc., a public company that was sold in 2021 to Gold Royalty Corp. for approximately $300 million.

Highlights:

• Manitou sells 100% interest in all Dryden properties, including Kenwest and Gaffney, for $7,000,000 to Dryden Gold;
• Manitou has received 4,000,000 common shares of Dryden Gold; and
• Manitou Retains a 1% net smelter royalty.

“We believe strongly in the potential of the Dryden properties and look forward to our future participation in the exploration upside of these properties through our large shareholding in Dryden Gold, as well as our retained net smelter royalties on the properties,” stated Richard Murphy, President and CEO of Manitou. “Manitou will become a significant owner of Dryden Gold, who will be pursuing an initial public offering later this year, following which Manitou will retain a large insider ownership position of Dryden Gold.”

Under the terms of the option agreement first announced on March 7, 2022, Dryden Gold has issued 4,000,000 common shares of Dryden Gold to Manitou today, and will make aggregate payments of Cdn$7,000,000 to Manitou as follows:

• Cdn$1,000,000 payable on the Effective Date (paid);
• Cdn$2,000,000 payable on the first anniversary of the Effective Date, provided that in the event that Dryden Gold has completed an initial public offering by such time, the payment may be satisfied as to 50% in cash and 50% in Shares;
• $2,000,000 payable on the second anniversary of the Effective Date, provided that if the IPO Condition has been satisfied, the payment may be satisfied as to 50% in cash and 50% in Shares; and
• $2,000,000 payable on third anniversary of the Effective Date, provided that if the IPO Condition has been satisfied, the payment may be satisfied as to 50% in cash and 50% in Shares.

In addition to the foregoing, Dryden Gold is required to incur exploration expenditures on the Property in the aggregate amount of $1,400,000 over a three year period.

Upon payment in full of all cash payments, issuances of all shares, and completion of all work commitments, Dryden Gold will vest a 100% interest in the Property, subject to a 1% net smelter return royalty to be retained by Manitou.