TUDOR GOLD Corp. (TSX.V: TUD) (Frankfurt: TUC) (the “Company” or “TUDOR GOLD”) is pleased to report that the Company has closed its previously announced non-brokered private placement, consisting of 2,080,000 shares at a price of $0.40 per share and 2,920,000 units (the “Units”) at a price of $0.40 per Unit, for aggregate gross proceeds of $2,000,000 (collectively, the “Offering”).
Each Unit consists of one common share and one-half of one transferable common share purchase warrant (the “Warrants”). Each Warrant entitles the holder to purchase one common share at a price of $0.65 for a period of two years from closing of the Offering. 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 (the “TSXV”), or any other stock exchange on which the Company’s common shares are 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 above shares and Units will be used for general corporate purposes, working capital and reduction of company liabilities and accounts payable. In connection with the Offering, the Company paid a cash finder’s fee of $9,115.00 to Mackie Research Capital Corporation. All of the shares, Warrants and any shares issued upon exercise of the Warrants are subject to a hold period until August 17, 2018, except as permitted by applicable Canadian securities laws and the TSXV. The Offering included the following subscription from a “related party” of the Company as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”): Walter Storm (the Company’s President and CEO) acquired, through Tudor Holdings Ltd. (a company controlled by Mr. Storm), 573,750 Units. The issuance of the 573,750 Units to Tudor Holdings Ltd. did not result in a material change in the percentage of securities of the Company controlled by Walter Storm. The participation of Tudor Holdings Ltd. in the Offering was exempt from formal valuation and minority shareholder approval requirements pursuant to exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that at the time the Offering was agreed to, neither the fair market value of the securities to be distributed in the Offering nor the consideration to be received for those securities, insofar as the Offering involved the related party, exceeds 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the Offering as the details of the Offering and the participation by the related party were not settled until shortly prior to closing.
Contact Information
Cathy Hume
CHF Capital Markets
Phone:416-868-1079 Ex 231
Email:cathy@chfir.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.
