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:[email protected]