March 19, 2019
Vancouver, B.C.

TUDOR GOLD announces closing of $2,983,550 Non-Brokered Private Placement including strategic investment by Mr. Eric Sprott

VANCOUVER, BC, March 19, 2019 – Tudor Gold Corp. (TSXV: TUD) (Frankfurt: TUC) (the “Company” or “Tudor Gold”) is pleased to announce that the Company has completed its previously announced non-brokered private placement, which closed with the sale at 11,934,200 units (the “Units”) at a price of $0.25 per Unit, for aggregate gross proceeds of $2,983,550 (the “Offering”).

Each Unit consists 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 $0.40 for a period of one year from closing of the Offering, provided that commencing on the date that is four months and one day after closing of the Offering, if the closing price of the Company’s common shares on the TSX Venture Exchange, or any other stock exchange on which the Company’s common shares are primarily listed, is at a price greater than $1.00 per share for a period of ten (10) consecutive trading days, the Company will have the right to accelerate the expiry date of the Warrants by giving written notice to the holders of the Warrants that the Warrants will expire on the date that is not less than 30 days from the date of such notice.

The proceeds from the sale of the Units will be used to reduce liabilities and improve the Company’s working capital, for general corporate purposes and to advance exploration of the Company’s mineral properties in the Golden Triangle of northwestern B.C. In connection with the Offering, the Company paid aggregate cash finder’s fees of $103,395 to certain third-party finders who introduced subscribers to the Offering.

All of the common shares, Warrants and any common shares issued upon exercise of the Warrants are subject to a hold period until July 20, 2019, except as permitted by applicable Canadian securities laws and the TSX Venture Exchange.

 

Strategic Investment by Mr. Eric Sprott

Pursuant to the Offering, Mr. Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, acquired 6,000,000 Units for a total consideration of $1,500,000.  Following the completion of the private placement, Mr. Sprott’s holdings represent 5.5% of the issued and outstanding common shares of the Company, on a non-diluted basis, and 10.5% on a partially diluted basis, assuming the exercise of the Warrants acquired hereunder and forming part of the Units. Mr. Sprott did not beneficially own any securities in the Company prior to this investment.

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 either on the open market or through private acquisitions or sell securities of the Company either 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 2J2).

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

Aris Morfopoulos

Financial Relations

Phone:604-721-2650

Maria Da Silva

Marketsmart Communications Inc.

Phone:604-261-4466

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.