VANCOUVER, BC, Feb. 10, 2026 /CNW/ - DFR Gold Inc. (TSXV: DFR) ("DFR" or the "Company") announces that it has entered into new loan agreements (the "Loan Agreements") with shareholders Spirit Resources SARL ("Spirit") and Brian Kiernan ("Kiernan") to raise US$1,200,000, to be used inter alia to continue the Feasibility Study at Cascades, as announced by the Company on August 5, 2025, and for general working capital purposes.
Funding
The Company entered into agreements with insiders Spirit, whose beneficial owner is Jean-Raymond Boulle, and, Kiernan, holding respectively 39.9% and 37.6% of the Company's outstanding and issued share capital, to provide term loan facilities of US$600,000 each, in aggregate US$1,200,000 (the "Loan"), to the Company. The terms of the Loan are summarised as follows:
- Spirit and Kiernan shall provide loans of US$600,000 each;
- $500,000 of the Loan is available at short notice to progress the Feasibility Study at Cascades and for working capital requirements;
- The Loan is unsecured, bears interest at the rate of 8% per annum, and is available in multiple drawdowns from each of Spirit and Kiernan;
- The Loan is repayable in full on or before June 30, 2026 (the "Repayment Date"); and,
- If the Company obtains funding before the Repayment Date, after paying any loans in existence prior to the Loan, the Company is required to repay the Loan or part thereof.
Assuming full drawdown of the Loan, the Company will have accumulated $2,250,000 in loan capital (excluding interest) payable to each of Kiernan and Spirit, or $4,500,000 in aggregate, with a maturity date of June 30, 2026. See the Company's press release dated August 5, 2025 for more information.
This Financing constitutes a related party transaction as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Financing 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 and exempt from the minority shareholder approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(f) of MI 61-101. The Company is pursuing further financings, required for drilling and working capital.
Updates on the Feasibility Study at Cascades
DFR started a Feasibility Study at Cascades during the second semester of 2025, with the immediate objective of defining reserves to support an initial five-year production plan at an average targeted output of between 20,000 – 30,000 oz per annum (the "Production Target"). The Company intends to start reserve definition drilling at Daramandougou Western Zone during the course of the second quarter of 2026, and is in the meantime:
- Continuing progress on the environmental and social impact assessments (ESIA)
- Performing metallurgical testwork on samples from artisanal adits at Western Zone.
- Progressing delineation of the reserve definition drilling program.
Commenting on the Financing and Feasibility Study, Brian Kiernan, CEO and President said:
"During the past months we have reassessed our short to medium term priorities, continued to minimise cash burn on overheads and accelerated the move towards production whilst keeping in sight our long-term objective of a multi-million ounce resource at Cascades. With the progress on the Feasibility Study and the work accomplished since acquiring the Cascades project, DFR is in a strong position to tap into the favourable gold market."
Notes to Editors:
Approval of disclosure of technical information
Mr. Kieran Harrington PGeo EurGeol, Vice President Exploration of DFR Gold Inc. and a Qualified Person as defined under Canadian National Instrument 43 101 – Standards of Disclosure for Mineral Projects ("NI 43 101"), has reviewed and approved the technical information contained in this report.
About DFR Gold
DFR Gold is a TSX Venture Exchange listed exploration and mine development company focused on gold in West Africa. DFR Gold holds interests in a portfolio of West African gold exploration projects including the highly prospective Cascades gold project ("Cascades") in Burkina Faso. Cascades has a Mineral Resource prepared in accordance with NI 43-101 comprising 5.41 million tonnes of indicated resources at an average grade of 1.52g/t Au for a total 264,000 ounces of gold and 6.93 million tonnes of inferred resources at an average grade 1.67g/t Au for a total of 371,000 ounces of gold. Please see the Company's technical report titled "Amended and Re-stated Technical Report on the Labola Project Burkina Faso" dated April 2, 2022, with an effective date of April 20, 2022 for further information regarding Cascades. This report can be located at www.dfrgold.com. DFR entered into definitive agreements with Panthera Resources Plc ("Panthera") in September 2021, pursuant to which DFR acquired an 80% interest in the Cascades project and Panthera will own a carried 20% interest in Cascades on the condition that DFR invests US$18,000,000 (the "Deemed Cost Base") in the project by September 30, 2026. Panthera shall have the right to acquire an additional 10% interest in Cascades by making a payment of US$7,200,000 (or lower if DFR does not spend US$18,000,000) following the Trigger Date (being the earlier of DFR achieving the Deemed Cost Base and September 30, 2026). Thereafter, all interests shall be participating.
DFR Gold holds 51% interest in Gurara Holdings Limited which holds mineral licenses in Nigeria through its Nigerian subsidiaries (the "Gurara Project"). The Gurara Project is a prospective frontier stage gold project in a geologically attractive but underexplored area of Nigeria, comprising four licences in two project areas (Dagma and Paimasa) in Western Nigeria. The Gurara Project lies within the gold-bearing ("Schist Belt") terrain of the Benin-Nigeria Shield where historically very little systematic exploration has been undertaken, and which has broad similarities to the Birimian of the Man Shield of West Africa. At Dagma a quartz vein swarm has been identified and a bulk sample of vein quartz gave an average assay of 22.2 gramme per tonne gold.
In Madagascar, DFR Gold fully owns a mineral license for an advanced high grade hard rock zircon project located in the west of the country, approximately 220km east of the port of Maintirano and close to a state road (the "Beravina Project"). The Company filed a NI 43-101 compliant technical report for the Beravina Project on January 29, 2019, reporting an Inferred Mineral Resource Estimate of 1.5 million tonnes grading 22.7% Zircon (ZrSiO4) (equivalent to 15.3% ZrO2). This report can be located at www.dfrgold.com.
Website: www.dfrgold.com
The Company's public documents may be accessed at www.sedarplus.ca
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements:
This release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements other than statements of historical fact in this release that address activities, events or developments that DFR Gold expects or anticipates will or may occur in the future are forward-looking statements or information. Forward-looking statements in this news release include statements regarding the potential of the Cascades project, completion and the outcome of the feasibility study, the successful transfer of ownership of the Cascades exploration permits, the continued capacity to obtain financing and investing US$18,000,000 on the Cascades project prior to September 30, 2026 to retain the Company's 80% interest in the Cascades project, the expectation linked to the future price of gold, and the obtention of a mining permit. Often, but not always, forward-looking information can be identified by the use of words such as "aim", "aspire", "strive", "will", "expect", "intend", "plan", "believe", "targeting" or similar expressions as they relate to DFR Gold. Forward looking information is subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking information.
There are a number of important factors that could cause DFR Gold's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: the ability to obtain requisite regulatory approvals; the ability to renew mineral licenses and secure new exploration licenses; the ability to finance drilling campaigns and exercise its options to acquire exploration permits; exploration works delivering the expected results; the commodity prices; the gold exploration and mining industry in general; the potential impact of the announcement on relationships; including with regulatory bodies, employees; suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; and compliance with extensive government regulation. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statement prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.
DFR Gold cautions that the foregoing list of material factors is not exhaustive. When relying on DFR Gold's forward-looking statements and information to make decisions, shareholders should carefully consider the foregoing factors and other uncertainties and potential events. DFR Gold has assumed that the material factors referred to in the previous paragraph will not cause such forward looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this release represents the expectations of DFR Gold as of the date of this release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward looking information and should not rely upon this information as of any other date. While DFR Gold may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.
SOURCE DFR Gold Inc.
DFR Gold Inc., Jean Charles, CFO & Secretary, E jcharles@dfrgold.com; T +1 604 283 7185, M +230 5253 9663
