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Tudor Gold Announces $7 Million Brokered Private Placement Offering

Vancouver, British Columbia, Canada – August 5, 2022 – Tudor Gold Corp. (TSXV:TUD) (the “Company”) is pleased to announce that it has entered into an agreement with Research Capital Corporation, as lead agent and sole bookrunner, on behalf of a syndicate of agents (the “Agents”), in connection with a best efforts, private placement offering (the “Offering”) for aggregate gross proceeds of up to $7,000,000 in a combination of:

  • units of the Company (the “Units”) at a price of $1.44 per Unit. Each Unit will consist of one common share of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”);
  • flow-through units of the Company (the “FT Units”) at a price of $1.70 per FT Unit. Each FT Unit will consist of one Common Share that will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”) and one-half of one Warrant; and
  • flow-through units of the Company to be sold to charitable purchasers (the “Charity FT Units”) at a price of $2.05 per Charity FT Unit. Each Charity FT Unit will consist of one Common Share that will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Tax Act that will be issued as part of a charity arrangement and one-half of one Warrant.

Each Warrant shall entitle the holder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price of $2.00 per Warrant Share at any time up to 24 months following the Closing (as defined herein).

The net proceeds from the sale of Units will be used for the Company’s ongoing exploration drilling program, working capital requirements and other general corporate purposes. The net proceeds from the sale of FT Units and Charity FT Units will be used to incur eligible “Canadian exploration expenses” (“CEE“) that are “flow-through mining expenditures” (as such term is defined in the Tax Act) related to exploration expenses on the Company’s Treaty Creek flagship property, located in Golden Triangle of northwestern British Columbia, as permitted under the Tax Act to qualify as CEE. The Company will renounce such CEE to the purchasers of the FT Units and Charity FT Units with an effective date of no later than December 31, 2022.

The Agents will have an option (the “Agents’ Option”) to offer for sale up to an additional 15% of the number of Units, FT Units and Charity FT Units sold in the Offering, which Agents’ Option is exercisable, in whole or in part, at any time up to 48 hours prior to the closing of the Offering.

The Units, FT Units and Charity FT Units to be issued under the Offering will be offered by way of private placement in each of the provinces of Canada.

The Offering is scheduled to close on or about August 25, 2022, or such other date as agreed upon between the Company and the Agents (the “Closing”) and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The Units, FT Units and Charity FT Units and securities underlying the Compensation Warrants (as defined herein) to be issued under the Offering will have a hold period of four months and one day from Closing.

In connection with the Offering, the Agents will receive an aggregate cash fee equal to 6.0% of the gross proceeds from the Offering, including in respect of any exercise of the Agents’ Option. In addition, the Company will grant the Agents, on date of Closing, non-transferable compensation warrants (the “Compensation Warrants”) equal to 6.0% of the total number of Units, FT Units and Charity FT Units sold under the Offering (including in respect of any exercise of the Agents’ Option). Each Compensation Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $1.70 per Common Share for a period of 24 months following the Closing.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

For further information, please visit the Company’s website at www.tudor-gold.com or contact:

Chris Curran

Head of Corporate Development and Communications

Phone: (604) 559 8092

E-Mail: chris.curran@tudor-gold.com

Carsten Ringler

Head of Investor Relations and Communications

Phone: +49 151 55362000

E-Mail: carsten.ringler@tudor-gold.com

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 connotation 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.