PRESS RELEASE

Kaizen Capital Corp. Changes Name To Tudor Gold Corp., Announces New Property Acquisitions And Financings

 

May 11, 2016 - Vancouver, British Columbia: Tudor Gold Corp. (formerly Kaizen Capital Corp.) (the “Corporation” or “Tudor”) , a company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that the Exchange has issued its final exchange bulletin confirming the completion of the Corporation’s Qualifying Transaction (“Transaction”)described in the Corporation’s filing statement (the “Filing Statement”) dated April 6, 2016 andpress release dated April 19, 2016


The Corporation has changed its name to “Tudor Gold Corp.” and common shares of Tudor are expected to resume trading on the Exchange under the ticker symbol “TUD” on May 12, 2016. Tudor is also pleased to announce it has entered into agreements for the acquisition of a 60% interest in the Treaty Creek property, the acquisition of a 60% interest in the Electrum property,and the acquisition of a 100% interest in the Eskay North property, all located in northwestern British Columbia, near Tudor’s existing Mackie property in the Skeena Mining District. The acquisitions are subject to Exchange approval.


“Our goal is to become a significant explorer in the rapidly developing Golden Triangle Area of northwestern British Columbia,” said Tudor’s Chairman Walter Storm. “And with the completion of the latest property acquisitions, we will be well positioned for an exciting 2016 field season.”


Treaty Creek Property


Tudor can acquire, subject to Exchange approval, a 60% interest in the Treaty Creek property by earning a 31% interest from American Creek Resources Ltd. (TSXV-AMK - “American Creek”), which currently holds a 51% stake, and by earning a 29% interest from Teuton Resources Corp. (TSXV-TUO - “Teuton”), which currently holds a 49% interest. Tudor can acquire the combined 60% interest by issuing 500,000 Tudor shares to each of American Creek and Teuton. Tudor has agreed to complete a minimum of $1,000,000 in exploration expenditures on the Treaty Creek property during 2016. A joint venture has been formed with Tudor holding a 60% interest and each of American Creek and Teuton holding a 20% interest in the joint venture. However, both American Creek’s and Teuton’s 20% interests are carried during the exploration period until a production notice is given. Thereafter, they will each be responsible for 20% of the costs under and subject to the terms of the joint venture. Both American Creek and Teuton are arm’s length parties from Tudor. The property is subject to 3% NSR royalties. Tudor will be project operator.The Treaty Creek property consists of 44 claims and covers approximately 179 square kilometers (17,913 hectares) in northwest British Columbia. The project is contiguous with and/or in close proximity to Seabridge Gold Inc.'s ("Seabridge") KSM project and its southern border lies approximately 15 kilometers north of Pretium Resources Inc.'s ("Pretium") Snowfield /Brucejack (Valley of the Kings) mineral resource.


Since 1983, geological mapping, sampling of soil and rock, and drilling has identified several mineralized zones, the most promising of which are the Copper Belle and GR2. The Copper Belle target was first drilled in 2007 and results yielded broad zones of  mineralization indicative of a gold porphyry system. The GR2 target is located in the vicinity of the Copper Belle area and drilling there has identified three styles of  mineralization; stringers and veins, well bedded
sulphides (pyrite) in black mudstones and a zone of coarse grained sulphides showing intensive silicification indicative of a massive sulphide system. In total $6,400,000 in exploration expenditures have been completed on the property.
The last year of exploration diamond drilling on the property was 2009, when an aggregate total
of 9,519.5 meters was completed. Drilling on the GR2 zone is confined to a relatively small area roughly 220 meters wide, 250 meters long to depths of 400 meters. From 2007 a total of twenty drill holes comprising 5,399 meters were reported at the GR2 zone, with eighteen of those holes returning significant values. In total, twenty-seven drill holes totaling 7,549.6 meters have been drilled at Copper Belle, within a roughly 300 meter wide by 300 meter long area to depths of 500 meters. Of the 27 drill holes at Copper Belle, 19 returned significant values. Hole CB-09-14 (241 meters grading 0.8 grams gold per tonne) is the most northwesterly hole drilled on this zone.

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The significant drill results from the 2009 drilling program are set out in the table below. Work on the property was then subsequently terminated due to a legal dispute between American Creek and and Teuton. The property dispute between American Creek and Teuton has now been settled.

 

 

 

GR2 2009 DRILL HIGHLIGHTS

Drillhole From (m) To (m) Interval (m) Gold (g/t) Silver (g/t) Cu(%) Pb (%) Zn(%)
GR2-09-01 89.4 89.95 0.5 2280
GR2-09-01 313.5 314.5 1 112 2.795
GR2-09-01 332.8 335 2.2 8.23
GR2-09-02 368.5 377.6 9.1 2.83
including 368.5 369.5 1 8.45
including 372.5 374.2 1.7 6.55
including 376.8 377.6 0.8 6.23
GR2-09-03 74.9 75.5 0.6 229.35
GR2-09-03 188 189.6 1.6 3.31 82.92
GR2-09-03 214 214.9 0.9 0.93 178 0.15 5.62 3.69
GR2-09-04 125.6 126 0.4 2.85 1350 0.31 10.3 3.63
GR2-09-04 244.4 244.8 0.4 1.8 222 1 4.73 3.65
GR2-09-04 256.2 256.65 3.9 0.47 146.1 3.81 2.18
GR2-09-04 259.2 270.65 11.45 2.25
including 261.1 269 7.9 2.93
including 268 269 1 11
GR2-09-05 265.3 265.55 0.25 0.68 316 0.2 6.77 1.55
GR2-09-06 273.9 274.6 0.7 0.83 351 16.325 9.34
GR2-09-07 GR2-09-07 264 278.5 14.5 5.44
including 266.11 273.45 7.34 6.36
including 276.5 278 1.5 17.29
including 267.65 268.62 0.97 14.3
including 272.5 273.45 0.95 10.7
including 277 277.4 0.4 27.5
including 277.4 278 0.6 16.2
GR2-09-08 138.67 141.15 2.48 98.71
including 140.15 140.65 0.5 0.91 212
GR2-09-09 116.45 117 0.55 2.46 98.7
GR2-09-09 192.75 194.5 1.75 166.37
GR2-09-09 213.75 234.7 20.95 1.22
including 217.5 220.12 2.62 4.98
GR2-09-11 179.4 179.8 0.4 238 6.25
191 191.3 0.3 164
236.75 238.2 1.45 105.75
including 237.95 238.2 0.25 442 9.89
270 270.45 0.45 236 1.07 5.51 2.67

COPPER BELLE 2009 DRILL HIGHLIGHTS

Drillhole From (m) To (m) Interval(m) Gold(g/t)
CB-09-07 15 115 100 0.5
CB-09-07 15 75 60 0.67
CB-09-08 4 118 114 0.48
including 4 82 76 0.56
CB-09-10 2 45 43 0.71
CB-09-10 119 331 212.00 0.47
CB-09-11 41 341 300 0.46
Including 41 270 229 0.52
Including 70 134 64 0.79
Including 70 112 42 0.98
CB-09-14 114 355.7 241.7 0.8
Including 193.85 248 54.15 1.44
Including 262 355.7 93.7 0.89
CB-09-15 88 164 76 0.63
Including 88 124 36 0.98
CB-09-16 217 249 30 0.57
CB-09-16 287 336.19 49.19 0.76
Including 304 336.19 32.19 1.01

Drill result intervals are all downhole widths, true widths have not been determined. Tudor intends to commission a 43-101 technical report for the Treaty Creek property. The report is expected to be filed with the Exchange, as well as filed under the Corporation’s profile on www.sedar.com.


The foregoing technical disclosure, including results of the previous exploration, has been
prepared and the scientific and technical disclosure in the news release has been approved by Richard A. Graham, P. Geol., who is a ‘qualified person’ for the purpose of National Instrument 43-101, Standards of Disclosure for Mineral Projects.

Electrum Property
Tudor can acquire, subject to Exchange approval, a 60% interest in the Electrum property from American Creek by issuing 1,000,000 Tudor shares to American Creek and paying $500,000 to American Creek on receipt of all regulatory approvals. Tudor has also agreed to invest $250,000into American Creek pursuant to a private placement at a price of the greater of $0.08 per American Creek share or the discounted market price as defined by Exchange policy. A 60/40 joint venture will be formed and Tudor will be operator of the project.


The Electrum property lies in the Coast Mountains of northwestern British Columbia, approximately 40 kilometers north of Stewart, British Columbia, and approximately 25 kilometers south of Pretium's Brucejack project. The property comprises 8 claims totaling 650 acres, of which six claims are subject to a 2% net smelter royalty (“NSR”) which can be purchased at any time for $1,000,000. In total, $5,000,000 in exploration expenditures have been completed by American Creek on the property.


Eskay North Property
Tudor has also agreed, subject to Exchange approval, to acquire 100%, in a single mining claimcovering 1,297.569 hectares, situated in the Skeena Mining Division, known as the Eskay North property, in consideration of 750,000 Tudor shares payable over a 12 month period. The Eskay North property is subject to a 2.5% NSR payable to the vendor. The vendor is an arm’s length party to Tudor.


A finder’s fee, subject to Exchange approval, of 980,000 Tudor shares is payable to an arm’s length party in respect to the acquisition of a 60% interest in the Treaty Creek and Electrum properties by the Corporation.

 

Credit Facility and Private Placement Financing To maximize the upcoming field season, the Corporation intends to enter into a credit facility agreement with Tudor Holdings Ltd. (an non-arm’s length party) for up to $650,000. The credit facility will have a two year term, be unsecured and non-convertible, with an interest rate of 8% per annum. Section 5.7(1)(f) of Multilateral Instrument 61-101 - Protection Minority Security Holders in Special Transactions (“MI 61-101”) provides an exemption from the minority approval requirements for this related party transaction.


In order to fund the acquisition and exploration of the new projects, the Corporation also intends on completing a private placement of 13,000,000 units, at a price of $0.10 per unit, for gross proceeds of $1,300,000. Each unit will be comprised of one common share and one warrant. Each warrant will entitle the holder to purchase one additional common share, at $0.10 per share,for a two year period.


The proposed credit facility and private placement are subject to Exchange and any applicable shareholder approvals.


The Corporation will pay no finder's fees in connection with the private placement. All securities issued in connection with the private placement will be subject to a statutory hold period of four months and a day from closing. The subscribers to the private placement will include Tudor Holdings Ltd. (non-arm's length), as to 11,000,000 units. The participation by Tudor Holdings Ltd. constitutes a 'related party transaction' under MI 61-101. The Corporation is exempt from both the formal valuation and the minority shareholder approval requirements of MI 61-101 in connection with the issue of the shares comprised in the units under the private placement because neither the fair market value of such shares, nor the consideration for such shares, exceeds 25% of the Corporation’s market capitalization as calculated in accordance with MI 61-101. However, the issue of the warrants comprised in the units under the private placement is subject to minority shareholder approval requirements of the MI 61-101, although not subject to
formal valuation requirement because the Company is listed on the Exchange.

 

“WALTER STORM”
WALTER STORM
President and Chief Executive Officer

For further information, please contact:
Aris Morfopoulos
Chief Financial Officer and
Corporate Secretary
Tel: 604-721-2650

 

 


Cautionary statements
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 forwardlooking information and are based on the Corporation’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. The forward-looking information contained in this release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of theTSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.