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Tudor Gold Closes $9.3 Million Private Placement with Mr. Eric Sprott

Vancouver, British Columbia – July 8, 2020 – Tudor Gold Corp. (TSXV: TUD) (FSE: TUC) (the “Company” or “Tudor Gold“) is pleased to announce that it has completed a non-brokered private placement of 6,652,700 common shares of the Company (“Private Placement”) that will qualify as “flow-through shares” (within the meaning of subsection 66 (15) of the Income Tax Act (Canada)) that have been issued as part of a charity arrangement (“Charity FT Shares”) at a price of $1.40 per Charity FT Share for aggregate gross proceeds of C$9.3 million.

With the completion of the Private Placement, Mr. Eric Sprott was the back-end buyer of all of the shares issued in connection with the Private Placement through 2176423 Ontario Ltd., a corporation which is beneficially owned by him. Following the closing of the Private Placement, Mr. Sprott beneficially owns and controls 32,340,619 common shares, representing approximately 19.9% of the issued and outstanding common shares of the Company on a non-diluted basis.

The 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 are 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 is an insider of the Company and as such, his participation in connection with the Private Placement 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, as neither the fair market value of the FT Shares to be purchased on behalf of Mr. Sprott nor the consideration to be paid by him exceeds 25% of the Company’s market capitalization.

The Company did not file a material change report in respect of the related party transaction at least 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.

Any early warning report filed by 2176423 Ontario Ltd. on SEDAR will appear on the Company’s profile on SEDAR and may also be obtained by calling (416) 945-3294 (200 Bay Street, Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J2).

In connection with the Private Placement, the Company has paid a finder’s fee equal to 2% of the gross proceeds of the Private Placement to Paradigm Capital Inc.

Contact Information

Catalin Kilofliski

Director Corporate Development and Communications
Phone:+1 604 559 8092
Email:catalin@tudor-gold.com

Carsten Ringler

Head of Investor Relations and Communications
Phone:+49 151 55362000
Email:carsten.ringler@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.