March 20, 2019
Vancouver, B.C.

TUDOR GOLD announces settlement of debt

VANCOUVER, BC, March 20, 2019 – Tudor Gold Corp. (TSXV: TUD) (Frankfurt: TUC) (the “Company” or “Tudor Gold“) is pleased to announce that it has entered into debt settlement agreements with two creditors of the Company (the “Creditors”) and pursuant thereto will issue an aggregate of 3,214,285 common shares in the capital of the Company, at a deemed price of $0.28 per common share, in consideration for the settlement of a total of $900,000 in accrued liabilities owing to the Creditors (the “Debt Settlement”). The Company expects that the proposed Debt Settlement will assist the Company in preserving its cash to advance exploration of the Company’s mineral properties in the Golden Triangle of northwestern B.C and for working capital purposes.

Pursuant to the Debt Settlement, the proposed issuance of 2,678,571 common shares to one of the Creditors, More Core Drilling Services Ltd., a company controlled by Sean Pownall, a director of the Company, constitutes a “related party transaction” under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is exempt from the formal valuation requirements and minority shareholder approval requirements of MI 61-101 pursuant to Subsections 5.5(a) and 5.7(1)(a) of MI 61-101, as  the fair market value of the common shares issued to related parties in the Debt Settlement will not exceed 25% of the Company’s market capitalization. A material change report will be filed less than 21 days before the closing date of the transaction. The Company considers this shorter period to be reasonable and necessary in the circumstances to allow the Company to improve its financial position by reducing its accrued liabilities as soon as possible.

All securities to be issued pursuant to the Debt Settlement will be subject to a four month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada. The Debt Settlement is subject to all necessary regulatory approvals including from the TSX Venture Exchange.

 

Stock Options Granted

The Company announces the issuance of: (a) 5,750,000 stock options with an exercise price of $0.30 cents per share for the purchase of up to 5,750,000 shares of the Company, expiring March 20, 2024; and (b) 100,000 stock options with an exercise price of $0.35 cents per share for the purchase of up to 100,000 shares of the Company, expiring March 20, 2024.  The stock options are being issued to directors, officers and consultants of the Company and are subject to approval by regulatory authorities.

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 hectares 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 60% interest in the Electrum project, earn in options and 100% interests in other prospective projects located in the Golden Triangle area.

Contact Information

Financial Relations

Aris Morfopoulos, CFO & Corporate Secretary
Phone: 604-721-2650
E-Mail: aris@tudor-gold.com

Marketsmart Communications Inc.

Maria Da Silva, President
Phone: 604-261-4466
E-Mail: maria@marketsmart.ca

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.