(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.
Contact Information
Catalin Kilofliski
Director Corporate Development and Communications
Phone:+1 604 559 8092
Email:catalin@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.
