Tudor Gold Announces Closing of $12.9 Million Private Placement, with Participation of Eric Sprott

Vancouver, British Columbia–(Newsfile Corp. – April 6, 2022) – Tudor Gold Corp. (TSXV:TUD) (the “Company“) is pleased to announce that following its March 10, 2022 press release, it has closed its previously announced broker-dealer private placement offering (the “Offer“), with a non-negotiated part of the offer (the “Non-negotiated portion“) for total gross proceeds to the Company of approximately $12.9 million. The placement was conducted by Research Capital Corporation as lead agent and sole bookrunner, on behalf of a syndicate of agents, including PI Financial Corp., Roth Canada, ULC, and Canaccord Genuity Corp. (collectively, the “Officers“). As part of the Offer and the Part without intermediary, the Company has issued:

  1. 2,942,500 Company shares (the “Units“) at a price of $2.00 per unit. Each unit consists of one common share of the Company (a “Ordinary share“) and one-half common share purchase warrant (each whole warrant, one “To guarantee“); and

  2. 2,914,678 flow-through units of the Corporation (the “FT units“) at a price of $2.40 per TF Unit. Each TF Unit consists of one common share which will be considered a “flow-through share” within the meaning of Section 66(15) of the income tax law (Canada) (the “tax law“) (each, one “FT ordinary share“) and half a mandate.

Each warrant entitles the holder thereof to purchase one common share (a “Warrant action“) at an exercise price of $2.80 per Warrant Share at any time up to 24 months from April 6, 2022 (the “Closing Date“).

Eric Sprott, through 2176423 Ontario Ltd, a company beneficially owned by him, subscribed for 1,250,000 Units under the Offering for gross proceeds to the Company of $2.5 million.

The net proceeds from the sale of units will be used for the Company’s ongoing exploration drilling program, working capital requirements and other general corporate purposes. The gross proceeds from the sale of FT Units will be used to incur “Canadian exploration expenditures” (“CEEC“) which are “Flow-Through Mining Expenditures” (as that term is defined in the Tax Act) related to exploration expenditures on the Company’s flagship property, Treaty Creek, located in the Golden Triangle Northwestern British Columbia, as permitted by the Tax Act to The Company will waive such CEE in favor of purchasers of the FT Units with an effective date no later than December 31, 2023.

In connection with the Offering, the Agents received an aggregate cash fee of $539,513.63. In addition, the Company has granted to the Agents warrants with non-transferable compensation (the “Indemnification mandates“) entitling the Agents to purchase 234,780 Common Shares. Each Compensation Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $2.00 per Common Share for a period of 24 months following the closing date.

The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Law“), or any state securities law, and therefore may not be offered or sold in the United States except in compliance with the registration requirements of United States securities law and the requirements applicable to government securities or under exemptions therefrom This press release does not constitute an offer to sell or a solicitation to buy securities in any jurisdiction.

The Units and FT Units and securities underlying the Compensation Warrants to be issued under the Offer will have a hold period of four months and one day from the Closing Date.

Mr. Sprott is an insider of the Company and, as such, his participation in the Private Placement is a related party transaction under the policies of the TSX Venture Exchange and Multilateral Instrument 61-101 — Security Security Holders minority shares in the event of a special offence. Transactions. The Company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to related party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of NI 61-101 , as neither the fair market value of the shares to be purchased on behalf of Mr. Sprott nor the consideration to be paid by him exceeds 25% of the market capitalization of the Company.

About Tudor Gold Corp.

Tudor Gold Corp. is a precious and base metals exploration and development company with properties in the Golden Triangle of British Columbia (Canada), an area that is home to producing and past producing mines and several large deposits that are approaching development potential. The 17,913 hectare Treaty Creek project (in which TUDOR GOLD holds a 60% interest) borders Seabridge Gold Inc.’s KSM property to the southwest and borders the Brucejack property of Pretium Resources Inc. to the southeast. In April 2021, Tudor posted its 43-101 Technical Report, “Technical Report and Initial Mineral Resource Estimate of the Treaty Creek Gold Property, Skeena Mining Division, British Columbia Canada” dated March 1, 2021 on the company’s SEDAR profile. The Company also holds a 100% interest in the Crown project and a 100% interest in the Eskay North project, all located in the Golden Triangle region.

ON BEHALF OF THE BOARD OF DIRECTORS OF TUDOR GOLD CORP.
“Ken Konkin”

Ken Konkin
President and CEO

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

Chris Curran
Head of corporate development and communication
Telephone: (604) 559 8092
E-mail: [email protected]

Where

Carsten Ringler
Head of Investor Relations and Communication
Telephone: +49 151 55362000
E-mail: [email protected]

Caution Regarding Forward-Looking Information

Neither the 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.

This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. “Forward-looking information” includes, but is not limited to, statements concerning activities, events or developments that the Company expects or anticipates will or may occur in the future, including the expectation that the Offer will be closed within the period and under the conditions provided by management. Generally, but not always, forward-looking information and statements can be identified by the use of words such as “plans”, “expects”, “is planned”, “budget”, “expected”, “estimates”, “forecasts”, “intends”, “anticipates” or “believes” or the negative connotation of these or variations of these words and expressions or states that certain actions, events or results “may”, “could “, “would”, “could” or “will be taken”, “will occur” or “will be achieved” or their negative connation.

Such forward-looking information and statements are based on numerous assumptions, including, among other things, that the Company will complete the Offer on the time and on the terms anticipated by management. 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 correct and actual results and future events may differ significantly. of those anticipated in such statements.

Important factors that could cause actual results to differ materially from the Company’s plans or expectations include the risks relating to the Offer not being completed within the time and on the terms anticipated by management, market conditions and timely regulatory approvals. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in or implied by the forward-looking information, there may be other factors that cause the results are not those expected, 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 any forward-looking statements or information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/119546

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