July 19, 2019
Vancouver, B.C.

TUDOR GOLD closes additional $3 Million strategic investment by Eric Sprott

Vancouver, Canada – July 19, 2019 – Tudor Gold Corp. (TSXV: TUD) (Frankfurt: TUC) (the “Company” or “Tudor Gold”) is pleased to announce that it has completed a non-brokered private placement with Mr. Eric Sprott of 6,666,666 units at a price of $0.45 per unit, for gross proceeds of $3,000,000.

Each unit (a “Unit”) consists of one common share (each a “Share”) and one-half of one transferable common share purchase warrant (each whole warrant, a “Warrant”).  Each Warrant entitles the holder to purchase one additional Share at an exercise price of $0.55 for a period of one year from closing of the offering.  All of the Shares, Warrants and any Shares issued upon exercise of the Warrants are subject to a four-month and a day hold period from the closing of the offering.

The proceeds from the sale of the Units will be used for general corporate purposes.

 

Pursuant to the offering, Mr. Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, acquired 6,666,666 Units for a total consideration of $3,000,000.  Following the completion of the offering, Mr. Sprott beneficially owns and controls 15,862,500 Shares and 11,497,917 Warrants, representing approximately 12.6% of the issued and outstanding Shares on a non-diluted basis, and 19.9% on a partially diluted basis, assuming the exercise of the Warrants acquired hereunder and forming part of the Units. Prior to the offering, Mr. Sprott beneficially owned and controlled 9,195,834 Shares and 8,164,584 Warrants, representing approximately 7.7% of the issued and outstanding Shares of the Company on a non-diluted basis, and 13.6% on a partially diluted basis.

 

The Units were acquired by Mr. Sprott for investment purposes and with a long-term view of the investment. Mr. Sprott may acquire additional securities of the Company including on the open market or through private acquisitions or sell securities of the Company including on the open market or through private dispositions in the future, depending on market conditions, reformulation of plans and/or other relevant factors.

 

A copy of 2176423 Ontario Ltd.’s early warning report will appear on the Company’s profile on SEDAR and may also be obtained by calling (416) 362-7172 (200 Bay Street, Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1).

Mr. Sprott’s subscription for 6,666,666 Units under the offering is a “related party transactions” under the policies of the TSX Venture Exchange and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).  The Company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related party transactions under Sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101.   There has been no prior formal valuation of the Shares and Warrants issued as there has not been any necessity to do so.  The offering has been reviewed and approved by the Company’s board of directors.

The Company did not file a material change report in respect of the related party transaction less than 21 days prior to the closing of the Private Placement, which the Company deems reasonable in the circumstances so as to be able to avail itself of the proceeds of the Private Placement in an expeditious manner.

 

Walter Storm, President and CEO, stated: “I am delighted to have the continued confidence and support of the renowned strategic investor Eric Sprott. We are looking forward to working with Mr. Sprott, as a significant shareholder, to advance our ambitious goals and objectives on our properties in the Golden Triangle.”

In connection with the offering, the Company paid aggregate cash finders’ fees of $90,000 to certain third party finders.

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.