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 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.