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Tudor Gold closes $2.9 Million Flow Through private placement with Mr. Eric Sprott

Vancouver, British Columbia – December 30, 2019 – Tudor Gold Corp. (TSXV: TUD) (Frankfurt: TUC) (the “Company” or “Tudor Gold“) is pleased to announce that Tudor Gold has completed a non-brokered private placement of 4,185,714 flow-through common shares (the “FT Shares”) at a price of $0.70 per FT Share, for aggregate gross proceeds of approximately $2,929,999 (the “Private Placement”).

The proceeds from the sale of the FT Shares will be used to fund exploration on the Company’s Treaty Creek Project.

The initial subscribers of the FT Shares, sold such FT Shares to certain end holders one of which is Mr. Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him.  Mr. Sprott acquired 4,142,502 FT Shares.  Following the completion of the transfer, Mr. Sprott beneficially owned and controlled 20,190,002 common shares and 11,497,917 common share purchase warrants (the “Warrants”), representing approximately 14.1% of the issued and outstanding common shares on a non-diluted basis, and 20.49% on a partially diluted basis, assuming the exercise of the Warrants.  Prior to the Private Placement, Mr. Sprott beneficially owned and controlled 16,047,500 common shares and 11,497,917 Warrants, representing approximately 11.2% of the issued and outstanding common shares of the Company on a non-diluted basis, and 17.8% on a partially diluted basis.

The FT Shares were acquired by Mr. Sprott for investment purposes and with a long-term view of the investment. Mr. Sprott may acquire additional securities of the Company including on the open market or through private acquisitions or sell securities of the Company including on the open market or through private dispositions in the future, depending on market conditions, reformulation of plans and/or other relevant factors.

All securities issued pursuant to the Private Placement is subject to a statutory four-month hold period. The Private Placement is subject to receipt of final approval of the TSX Venture Exchange.

Mr. Sprott’s acquisition of 4,142,502 FT Shares is a “related party transaction” under the policies of the TSX Venture Exchange and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).  The Company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related party transactions under Sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101.   There has been no prior formal valuation of the Shares and Warrants issued as there has not been any necessity to do so.   The Private Placement and related acquisition of the FT Shares by Mr. Sprott has been reviewed and approved by the Company’s board of directors.

The Company did not file a material change report in respect of the related party transaction less than 21 days prior to the closing of the Private Placement, which the Company deems reasonable in the circumstances so as to be able to avail itself of the proceeds of the Private Placement in an expeditious manner.

In connection with the Private Placement, the Company paid aggregate cash finders’ fees of $29,300 to a third party finder.

“Walter Storm”
Walter Storm
President and Chief Executive Officer

For further information, please visit the Company’s website at www.tudor-gold.com or contact:

Catalin Kilofliski
Director Corporate Development and Communications
Tel. 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.