Tudor Gold Announces Non-brokered Private Placement
Vancouver, British Columbia--August 10, 2017- Tudor Gold Corp. (TSXV: TUD) (FSE: TUC) (the "Company" or "Tudor Gold") is pleased to announce that the Company intends to complete a non-brokered private placement of common shares of the Company (the "Non-FT Shares"), flow-through common shares (the "FT Shares") through an exclusive agreement with Secutor Capital Management Corp. ("Secutor") as the selling agent for the FT Shares, and units (the "Units") for aggregate gross proceeds of $2,250,000 (collectively, the "Offering").
The FT Share offering will consist of up to 1,250,000 FT Shares at a price of $0.80, for gross proceeds of up to $1,000,000; the Non-FT Share offering will consist of up to 1,140,625 Non-FT Shares, for gross proceeds of up to $730,000; and the Unit offering will consist of up to 812,500 Units, for gross proceeds of up to $520,000. Non-FT Shares and Units are being placed with strategic stakeholders and shareholders, at a price of $0.64 per Non-FT Share or Unit, as applicable.
Each Unit consists of one common share and one transferable common share purchase warrant (the "Warrants"). Each Warrant entitles the holder to purchase one common share at a price of $1.00 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 $1.50 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 FT Shares will be used to fund the significant drill program underway at the Company's Treaty Creek properties in the Golden Triangle of Northwestern B.C. and proceeds from the sale of the Non-FT Shares and the Units will be used for the drill program and for general corporate and working capital purposes.
The Company has agreed to pay to Secutor a finder's fee equal to 6% of the gross proceeds raised through the sale of the FT Shares to purchasers introduced to the Company by Secutor, plus a financing fee of $2,500 for legal, administrative and due diligence fees; as well as non-transferrable warrants ("Finder Warrants") equal to 6% of the total number of FT Shares sold to purchasers introduced to the Company by Secutor. Each Finder Warrant entitles the holder to acquire one common share of Tudor Gold at $0.85 for a period of two years from closing. The Company has also agreed to pay to Vynco Minerals Ltd. ("Vynco") a finder's fee payable in common shares equal to 8% of the total number of NFT Shares sold to purchasers introduced to the Company by Vynco.
All securities to be issued pursuant to the above referenced Offering will be subject to a statutory four-month hold period. The Offering is subject to regulatory approval, including the approval of the TSXV.
About Tudor Gold
Tudor Gold is a significant explorer in British Columbia's Golden Triangle, an area which hosts multiple past-producing mines and several large deposits that are approaching potential development. The Company has a 60% interest in both the Electrum and Treaty Creek properties, and a 100% interest in the Mackie, Eskay North, Orion, Fairweather, Delta and the High North properties, all of which are located 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
Chief Financial Officer and Corporate Secretary
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, statements relating to the ability to complete the Offering on the proposed terms or at all, anticipated use of proceeds from the Offering and receipt of regulatory approvals with respect to 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.