Kaizen Capital Corp. Changes Name To TUDOR GOLD Corp., Announces New Property Acquisitions And Financings
The 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.
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(%)|
The 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.
The 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.
The qualified person
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.
About TUDOR GOLD
TUDOR GOLD is a precious and base metals explorer with properties in British Columbia’s Golden Triangle, an area that hosts producing and past-producing mines and several large deposits that are approaching potential development. The 17,913 hectare Treaty Creek project (in which TUDOR GOLD has a 60% interest) borders Seabridge Gold Inc.’s KSM property to the southwest and borders Pretium Resources Inc.’s Brucejack property to the southeast. The Company also has a 100% interest in the Electrum Project, earn in options and 100% interests in other prospective projects located in the Golden Triangle area.
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 connation 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.