DFR Gold Inc. Announces Exercise of Wuo Land 2 Option

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VANCOUVER, BC, Feb. 9, 2024 /CNW/ - DFR Gold Inc. (TSXV: DFR) ("DFR" or the "Company") confirms that it has exercised its option to acquire the Wuo Land 2 exploration license ("Wuo Land 2") that comprises part of its Cascades Project ("Cascades" or the "Project") in Burkina Faso for a payment of US$300,000.

As announced on 11 March 2022, the Company entered into an option agreement to acquire the 243km2 Wuo Land 2 exploration license to gain full control of the 30km strike length of identified mineralization at Cascades. Wuo Land 2 hosts significant recent discoveries, such as Far East, Sina Yar and TT13-West as well as additional targets that DFR intends to explore in the near future, showing the consistent mineralisation across the Project area. DFR owns 80% of Cascades, subject to spending US$18,000,000 on the Project, with Panthera Resources Plc holding the remaining interest.

The US$300,000 payment has been funded via a loan from Spirit Resources SARL (the "Spirit Loan"), a privately held investment company controlled by Jean-Raymond Boulle, which holds 39.1% of DFR's outstanding shares. The Spirit Loan carries an eight percent (8%) annual interest rate and is repayable in full on January 31, 2025 (the "Final Repayment Date"). DFR shall prepay the Spirit Loan upon receipt of the proceeds of any debt, equity or other financing in excess of US$2,000,000 that occurs prior to the Final Repayment Date.

This Spirit Loan constitutes a related party transaction (the "Transaction") as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Transaction is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 as no securities of the Company are listed on certain exchanges specified by MI 61-101, and exempt from the minority shareholder approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61- 101 as, at the time the Transaction was agreed to, neither the fair market value of the subject matter of the Transaction nor the consideration therefor exceeded 25% of the Company's market capitalization.

CEO John McGloin said: "Exercising this option demonstrates our commitment to progressing the Cascades project, which we believe shows incredible potential. Our recent work has resulted in three new discoveries all within the Wuo Land 2 license area where we believe we are just scratching the surface of the 30km long mineralised corridor."