VANCOUVER, BC, March 20, 2019 – Tudor Gold Corp. (TSXV: TUD) (Frankfurt: TUC) (the “Company” or “Tudor Gold“) is pleased to announce that it has entered into debt settlement agreements with two creditors of the Company (the “Creditors”) and pursuant thereto will issue an aggregate of 3,214,285 common shares in the capital of the Company, at a deemed price of $0.28 per common share, in consideration for the settlement of a total of $900,000 in accrued liabilities owing to the Creditors (the “Debt Settlement”). The Company expects that the proposed Debt Settlement will assist the Company in preserving its cash to advance exploration of the Company’s mineral properties in the Golden Triangle of northwestern B.C and for working capital purposes.
Pursuant to the Debt Settlement, the proposed issuance of 2,678,571 common shares to one of the Creditors, More Core Drilling Services Ltd., a company controlled by Sean Pownall, a director of the Company, constitutes a “related party transaction” under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is exempt from the formal valuation requirements and minority shareholder approval requirements of MI 61-101 pursuant to Subsections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the common shares issued to related parties in the Debt Settlement will not exceed 25% of the Company’s market capitalization. A material change report will be filed less than 21 days before the closing date of the transaction. The Company considers this shorter period to be reasonable and necessary in the circumstances to allow the Company to improve its financial position by reducing its accrued liabilities as soon as possible.
All securities to be issued pursuant to the Debt Settlement will be subject to a four month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada. The Debt Settlement is subject to all necessary regulatory approvals including from the TSX Venture Exchange.
Stock Options Granted
The Company announces the issuance of: (a) 5,750,000 stock options with an exercise price of $0.30 cents per share for the purchase of up to 5,750,000 shares of the Company, expiring March 20, 2024; and (b) 100,000 stock options with an exercise price of $0.35 cents per share for the purchase of up to 100,000 shares of the Company, expiring March 20, 2024. The stock options are being issued to directors, officers and consultants of the Company and are subject to approval by regulatory authorities.
Contact Information
Aris Morfopoulos
Financial Relations
Phone:604-721-2650
Email:[email protected]
Maria Da Silva
Marketsmart Communications Inc.
Phone:604-261-4466
Email:[email protected]