May 28, 2019
Vancouver, B.C.

TUDOR GOLD announces non-brokered private placement of up to $1.5 million flow-through and $500,000 non-flow-through financing

(Not for distribution to United States newswire services or for dissemination in the United States)   Vancouver, Canada – May 28, 2019 – Tudor Gold Corp. (TSXV: TUD) (Frankfurt: TUC) (the “Company” or “Tudor Gold”) is pleased to announce that it plans to arrange a non-brokered private placement of flow-through units of the Company (“FT Units”) and non-flow-through units of the Company (“Non-FT Units”) for aggregate gross proceeds of up to $2,000,000 (collectively, the “Offering”). The Company intends to issue up to 4,687,500 FT Units under the Offering at a purchase price of $0.32 per FT Unit, for gross proceeds of up to $1,500,000. Each FT Unit will be comprised of one flow-through common share of the Company (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)) and one-half of one transferable non-flow-through common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one additional common share of the Company ( a “Common Share”) at an exercise price of $0.50 per Common Share for a period of one year from the closing of the Offering (the “Closing Date”), provided that commencing on the date that is four months and one day after the Closing Date, if the closing price of the Common Shares on the TSX Venture Exchange (the “Exchange”), or any other stock exchange on which the Common Shares are listed, is greater than $1.00 per Common 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. In addition to the FT Units, the Company will issue up to 1,666,667 Non-FT Units under the Offering, at a purchase price of $0.30 per Non-FT Unit for total proceeds of up to $500,000. Each Non-FT Unit will be comprised of one Common Share and one whole Warrant having the same attributes as the Warrants comprising part of the FT Units. The proceeds from the sale of the FT Units will be used to fund Company’s 2019 Treaty Creek and other exploration plans at Tudor Gold’s projects in British Columbia’s Golden Triangle. The proceeds from the Non-FT Units will be used for general corporate working capital purposes. All securities to be issued pursuant to the Offering will be subject to a four month hold period commencing on the Closing Date, in accordance with applicable Canadian securities laws, in addition to any other restrictions applicable under the policies of the Exchange or securities laws of jurisdictions outside Canada where the FT Units and Non-FT Units are sold. The Company may pay finder’s fee to arm’s length finders for the sale of the FT Units and Non-FT Units. The Offering is subject to all necessary regulatory approvals, including the approval of the Exchange.


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.

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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.