TUDOR GOLD Corp. (TSXV: TUD) (FSE: TUC) (the “Company” or “TUDOR GOLD”) is pleased to announce that it has closed a non-brokered private placement under which it has raised gross proceeds of $1,000,000.
The private placement was comprised of 2,857,142 units of the Company (the “Units”) at a price of $0.35 per Unit, with each Unit comprised of one common share and one transferable common share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder to purchase one additional common share of the Company at an exercise price of $0.55 for a period of two years. The proceeds from the sale of the Units will be used to advance exploration of the Company’s Treaty Creek properties in the Golden Triangle of northwestern B.C., for general corporate and working capital purposes and to repay existing liabilities. All securities issued pursuant to the private placement are subject to a four month hold period under applicable Canadian securities laws. Tudor Holdings Ltd., which is controlled by Walter Storm, Chief Executive Officer, President and a director of the Company, purchased 473,428 Units under the financing. The issuance of Units to Tudor Holdings Ltd. is considered to be a related party transaction subject to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is exempted from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that the value of the Units issued to Tudor Holdings Ltd. does not exceed 25% of the fair market value of the Company’s market capitalization. Furthermore, a material change report respecting the private placement was not filed more than 21 days prior to the closing of the private placement due to closing occurring less than 21 days after the announcement of the private placement. The Company considers this reasonable in the circumstances due to the relatively small size of the value of the related party transaction.
Contact Information
Aris Morfopoulos
Financial Relations
Phone:604-721-2650
Email:aris@tudor-gold.com
Cathy Hume
CHF Capital Markets
Phone:416-868-1079 Ex 231
Email:cathy@chfir.com
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.
Cautionary Statements regarding Forward-Looking Information
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. “Forward-looking information” includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including the completion and anticipated results of planned exploration activities. Generally, but not always, forward-looking information and statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof.
Such forward-looking information and statements are based on numerous assumptions, including among others, that the Company’s planned exploration activities will be completed in a timely manner. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.
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.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.
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.
