April 16, 2018
Vancouver, B.C.

TUDOR GOLD Announces Closing of $2 Million Non-Brokered Private Placement

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.  

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

Cathy Hume

CHF Capital Markets

Phone:416-868-1079 Ex 231

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.