August 6, 2019
Vancouver, B.C.

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 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.

Contact Information

Catalin Kilofliski

Director Corporate Development and Communications

Phone:+1 604 559 8092

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.