Vancouver, British Columbia–(Newsfile Corp. – April 16, 2018) – Tudor Gold Corp. (TSXV: TUD) (FSE: TUC) (the “Company” or “Tudor Gold”) is pleased to report that the Company has closed its previously announced non-brokered private placement, consisting of 2,080,000 shares at a price of $0.40 per share and 2,920,000 units (the “Units”) at a price of $0.40 per Unit, for aggregate gross proceeds of $2,000,000 (collectively, the “Offering”).
Each Unit consists of one common share and one-half of one transferable common share purchase warrant (the “Warrants”). Each Warrant entitles the holder to purchase one common share at a price of $0.65 for a period of two years from closing of the Offering. Commencing on the date that is four months and one day after closing of the Offering, if the closing price of the Company’s common shares on the TSX Venture Exchange (the “TSXV”), or any other stock exchange on which the Company’s common shares are listed, is at a price greater than $1.00 per share for a period of ten (10) consecutive trading days, the Company will have the right to accelerate the expiry date of the Warrants by giving written notice to the holders of the Warrants that the Warrants will expire on the date that is not less than 30 days from the date of such notice.
The proceeds from the sale of the above shares and Units will be used for general corporate purposes, working capital and reduction of company liabilities and accounts payable.
In connection with the Offering, the Company paid a cash finder’s fee of $9,115.00 to Mackie Research Capital Corporation.
All of the shares, Warrants and any shares issued upon exercise of the Warrants are subject to a hold period until August 17, 2018, except as permitted by applicable Canadian securities laws and the TSXV.
The Offering included the following subscription from a “related party” of the Company as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”): Walter Storm (the Company’s President and CEO) acquired, through Tudor Holdings Ltd. (a company controlled by Mr. Storm), 573,750 Units. The issuance of the 573,750 Units to Tudor Holdings Ltd. did not result in a material change in the percentage of securities of the Company controlled by Walter Storm. The participation of Tudor Holdings Ltd. in the Offering was exempt from formal valuation and minority shareholder approval requirements pursuant to exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that at the time the Offering was agreed to, neither the fair market value of the securities to be distributed in the Offering nor the consideration to be received for those securities, insofar as the Offering involved the related party, exceeds 25% of the Company’s market capitalization.
The Company did not file a material change report more than 21 days before the expected closing of the Offering as the details of the Offering and the participation by the related party were not settled until shortly prior to closing.
About Tudor Gold
Tudor Gold is a precious and base-metals explorer in British Columbia’s Golden Triangle, an area which hosts multiple past-producing mines, several large world-class deposits that are approaching potential development and Pretium’s newly commissioned Brucejack Gold Mine. The Company has a 60% interest in both the Electrum and Treaty Creek properties and a 100% interest in several other properties in the Golden Triangle area.
President and Chief Executive Officer
For further information, please visit the company’s website at www.tudor-gold.com or contact:
CHF Capital Markets
Tel: 416-868-1079 x 231
Email: [email protected]
Chief Financial Officer and Corporate Secretary
Email: [email protected]
Cautionary Statements regarding Forward-Looking Information
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially.
All statements including, without limitation, anticipated use of proceeds from the Offering as well as any other future plans, objectives or expectations of the Company are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s plans or expectations include risks relating to the actual results of current exploration activities, fluctuating gold prices, possibility of equipment breakdowns and delays, exploration cost overruns, availability of capital and financing, general economic, market or business conditions, regulatory changes, timeliness of government or regulatory approvals and other risks detailed herein and from time to time in the filings made by the Company with securities regulators. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.
Neither TSX Venture Exchange 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.