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Tudor Gold Corp. and Goldstorm Metals Corp. Announce Closing Date of Spin-Out Arrangement and Listing Date of Goldstorm Metals Corp.

VANCOUVER, B.C., November 7, 2022 – Tudor Gold Corp. (TSXV: TUD) (Frankfurt: TUC) (“Tudor Gold” or the “Company”) and Goldstorm Metals Corp. (TSXV: GSTM) (“Goldstorm”) are pleased to announce that the parties anticipate closing its previously announced spin-out arrangement transaction, by way of a court-approved statutory plan of arrangement under the Business Corporations Act (British Columbia), (the “Arrangement”) on or about November 10, 2022.

Subject to the approval of the TSX Venture Exchange (the “TSXV”), the common shares of Goldstorm (the “Goldstorm Shares”) are anticipated to be listed for trading under the ticker symbol “GTSM” at the close of business on November 10, 2022, and immediately halted pending closing of the Arrangement. The Goldstorm Shares are expected to resume trading on or about November 11, 2022, subject to TSXV approval.

In accordance with the Arrangement, among other things:

  • Tudor Gold shareholders on record as of November 10, 2022, will receive approximately 0.251 of a Goldstorm Share for every one common share of Tudor Gold (a “Tudor Gold Share”) held; and
  • Goldstorm will acquire the six contiguous mineral properties located in the Golden Triangle Area in northwestern British Columbia in consideration for Goldstorm issuing 49,847,967 Goldstorm Shares to the Tudor Gold shareholders.

As a result of the Arrangement, Goldstorm will cease to be a wholly-owned subsidiary of Tudor Gold and the Tudor Gold shareholders became shareholders of Goldstorm. Tudor Gold will retain its remaining assets and working capital and will continue as a precious and base metals exploration and development company.

The Tudor Shareholders registered as of November 10, 2022, will receive, or have already received, a letter of transmittal (each a “Letter of Transmittal“) with information on how to surrender their respective share certificates or DRS statement(s) representing their pre-Arrangement Tudor Gold Shares to the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”). All Tudor Gold shareholders who submit a duly completed Letter of Transmittal along with their respective share certificate(s) or DRS statement(s) representing the pre-Arrangement Tudor Gold Shares to Computershare will receive a certificate or DRS statement(s), as applicable, representing the post-Arrangement Tudor Gold Shares and Goldstorm Shares. Tudor Gold shareholders who hold their Tudor Gold Shares through an intermediary are encouraged to contact their intermediaries if they have any questions.

For additional details on the Arrangement, please refer to Tudor Gold’s management information circulated dated August 3, 2022, and the Company’s news releases dated July 13, 2021, February 1, 2022, July 8, 2022, August 4, 2022, August 10, 2022, August 30, 2022 and September 23, 2022 in each case available under Tudor Gold’s profile on www.sedar.com. The Goldstorm listing application is available on the Company’s SEDAR profile at www.sedar.com.

Closing of the Goldstorm Private Placement and Filing of Goldstorm’s Listing Application

On October 28, 2022, Goldstorm closed its previously announced non-brokered private placement (the “Private Placement”) of non-flow-through units, flow-through units and flow-through subscription receipts, raising aggregate gross proceeds of $3,900,000.12. For more information on the Private Placement, please refer to Tudor Gold’s news release dated October 28, 2022, available on under Tudor Gold’s SEDAR profile at www.sedar.com.

Additionally, Goldstorm anticipates filing its listing application in connection with the company’s listing on the TSXV on SEDAR on or around November 8, 2022.

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

Chris Curran

Head of Corporate Development and Communications

Phone: (604) 559 8092

E-Mail: chris.curran@tudor-gold.com

Carsten Ringler

Head of Investor Relations and Communications

Phone: +49 151 55362000

E-Mail: 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.