TUDOR GOLD announces proposed share issuances under amending agreements and warrant extensions
Vancouver, Canada – August 6, 2019 – Tudor Gold Corp. (TSXV: TUD) (Frankfurt: TUC) (the “Company” or “Tudor Gold”) is pleased to announce that, Teuton Resources Corp. (“Teuton”) and the Company have agreed to further amend the terms of four option purchase agreements, three of which were assigned to the Company by Tudor Holdings Ltd. on May 24, 2016, and all of which were previously amended by Teuton and the Company on August 29, 2018 (collectively the “Original Agreements“). Under the terms of the Original Agreements, Teuton granted the Company four options to acquire a 100% ownership interest in the certain claims located in the Skeena Mining Division, in the Province of British Columbia (collectively the “Options“).
The Company and Teuton have entered into amending agreements (collectively, the “Amending Agreements“) to revise certain payment terms of the Original Agreements. Under the terms of the Original Agreements, to exercise all the Options, the Company was required to pay to Teuton an aggregate sum of $2,000,000 and issue an aggregate of 2,000,000 common shares. Under the terms of the Amending Agreements, to exercise the Options, the Company has agreed to pay an aggregate sum of $1,890,000 until 2022 and issue an aggregate of 1,375,000 common shares. The Amending Agreements and the share issuances associated with such agreements remain subject to the approval of the TSX Venture Exchange (“TSXV“).
Share issuance schedule per the amendment of the Original Agreements as follows:
1. Orion Property: 175,000 shares to be issued within five business days of Tudor receiving TSXV approval of the Amending Agreement; all other provisions of the Orion Agreement shall remain unchanged.
2. Fairweather Property: 200,000 shares to be issued within five business days of Tudor receiving TSXV approval of the Amending Agreement; all other provisions of the Orion Agreement shall remain unchanged.
3. Delta Property: 200,000 shares to be issued within five business days of Tudor receiving TSXV approval of the Amending Agreement; $100,000 to be paid on or before March 1, 2020; $200,000 to be paid on or before March 1, 2021; and $300,000 to be paid on or before March 1, 2022.
4. High North Property: 200,000 shares to be issued within five business days of Tudor receiving TSXV approval of the Amending Agreement; $100,000 to be paid on or before March 1, 2020; $200,000 to be paid on or before March 1, 2021; and $300,000 to be paid on or before March 1, 2022.
Amendment of Purchase Agreement
The Company also announces that, by mutual agreement, Richard Mill and the Company have agreed to amend the terms of a purchase and sale agreement dated September 15, 2015 (and assigned to the Company by Tudor Holdings Ltd. under an acquisition agreement dated April 6, 2016) (the “Mill Purchase Agreement“).
Under the Mill Purchase Agreement, Mr. Mill agreed to sell a 100% interest in certain mineral claims located in the Skeena Mining Division in the Province of British Columbia (the “Skeena Claims“) for an aggregate purchase price of $250,000. The Company and Mr. Mill have entered into an amending agreement, whereby the aggregate consideration required to purchase the Skeena Claims consists of 300,000 common shares, an aggregate sum of $125,000 ($100,000 paid) and the transfer by the Company to Mr. Mill of a 100% interest in two mineral claims with the tenure numbers 1039253 and 1040402 owned by the Company. The amendment to the Mill Purchase Agreement and the share issuances associated with such amendment remain subject to the approval of the TSXV.
Extension of Warrant Terms
The Company also announces that that it intends to file an application with the TSXV to extend the expiry date of: (i) 1,263,639 common share purchase warrants originally issued on August 21, 2017 (the “August Warrants“) as part of a private placement of units and other securities of the Company; and (ii) 205,000 common share purchase warrants of the Company originally issued on October 30, 2017 (the “October Warrants“) as part of a private placement of units of the Company. The board of directors of the Company has approved the extension of the original expiry date of: (i) the August Warrants by one year from August 21, 2019 to August 21, 2020; and (ii) the October Warrants by one year from October 30, 2019 to October 30, 2020. The August Warrants and the October Warrants will remain exercisable into one common share at an exercise price of $1.00 per warrant. The extension of the August Warrants and the October Warrants remain subject to the approval of the TSXV.
The Company has granted a total of 700,000 stock options to management of the Company for the purchase of up to 700,000 shares of the Company at an exercise price of $0.67 per share, expiring on August 2, 2024.
About TUDOR GOLD
TUDOR GOLD is a precious and base metals explorer in British Columbia’s Golden Triangle, an area that hosts past-producing mines and several large deposits that are approaching potential development. The 17,913 hectare Treaty Creek project (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 60% interest in the Electrum project, and a 100% interest in the 18,300 hectare Crown project, all of which are located in the Golden Triangle area.
Director Corporate Development and Communications
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 other than statements of historical fact included in this release, including, without limitation, statements regarding analysis and re-interpretation of data, and potential mineralization and geological merits of the Treaty Creek Project and 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. Forward-looking statements are based on a number of material factors and assumptions. Important factors that could cause actual results to differ materially from Company’s expectations include actual exploration results, changes in project parameters as plans continue to be refined, results of future resource estimates, future metal prices, availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and equipment on a timely basis, accidents or equipment breakdowns, delays in receiving government approvals, unanticipated environmental impacts on operations and costs to remedy same, and other exploration or 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 actions, events or results to differ from those described in forward-looking statements, there may be other factors that cause such actions, events or results to differ materially from those anticipated. There can be no assurance that forward-looking statements will prove to be accurate and accordingly readers are cautioned not to place undue reliance on forward-looking statements. 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.