Tudor Gold Announces Upsizing of Previously Announced Private Placement Financing to $15 Million, with Participation by Eric Sprott
Vancouver, October 14, 2021 - Tudor Gold Corp. (TSXV: TUD) (the "Company") is pleased to announce that, due to strong investor demand, it has agreed with Research Capital Corporation, as lead agent and sole bookrunner (the "Agent"), on behalf of a syndicate, including Canaccord Genuity Corp. and Red Cloud Securities Inc. (collectively, the "Agents"), in connection with the previously announced best efforts, private placement offering (the "Offering") to further increase the size of the Offering to $15,000,000. As a result of the significant demand and increased size of the Offering, the option previously granted to the Agent to increase the size of the Offering will no longer apply. The Offering will consist of a combination of: (i) common shares of the Company (each, a "Common Share") at a price of $2.10 per Common Share, and (ii) and Common Shares that will qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act") (each, a "FT Common Share") at a price of $2.50 per FT Common Share. Eric Sprott has indicated his intention to subscribe in the Offering.
The net proceeds from the sale of Common Shares 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 Common Shares will be used to incur eligible "Canadian exploration expenses" ("CEE") that are "flow-through mining expenditures" (as such term is defined in the Tax Act) related to exploration expenses on the Company's Treaty Creek flagship property, located in Golden Triangle of northwestern British Columbia, as permitted under the Tax Act. The Company will incur the CEE on or before December 31, 2022 and renounce such CEE to the purchasers of the FT Common Shares with an effective date of no later than December 31, 2021.
The Common Shares and FT Common Shares to be issued under the Offering will be offered by way of private placement in each of the provinces of Canada, and such other jurisdictions as may be determined by the Company, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws.
The Offering is scheduled to close on or about the week of November 1, 2021, or such other date as agreed upon between the Company and the Agents (the "Closing") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals (including the approval of the TSX Venture Exchange). The Common Shares and FT Common Shares to be issued under the Offering will have a hold period of four months and one day from the Closing.
In connection with the Offering, the Agents will receive an aggregate cash fee equal to 6.0% of the gross proceeds from the Offering, including in respect of any exercise of the Over-Allotment Option. In addition, the Company will grant the Agents non-transferable compensation warrants (the "Compensation Warrants") entitling the Agents to purchase a number of Common Shares equal to 6.0% of the total number of Common Shares and FT Common Shares sold under the Offering (including in respect of any exercise of the Over-Allotment Option). Each Compensation Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $2.50 per Common Share for a period of 24 months following the Closing.
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 Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
About Tudor Gold Corp.
Tudor Gold Corp. is a precious and base metals exploration and development company with properties in British Columbia's Golden Triangle (Canada), an area that hosts producing and past-producing mines and several large deposits that are approaching potential development. The 17,913 hectare Treaty Creek project (in which TUDOR GOLD has a 60% interest) borders Seabridge Gold Inc.'s KSM property to the southwest and borders Pretium Resources Inc.'s Brucejack property to the southeast. In April 2021 Tudor published their 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 has a 100% interest in the Crown project and a 100% interest in the Eskay North project, all located in the Golden Triangle area.
ON BEHALF OF THE BOARD OF DIRECTORS OF Tudor Gold Corp.
President and Chief Executive Officer
For further information, please visit the Company's website at www.tudor-gold.com or contact:
Head of Corporate Development and Communications
Phone: (604) 559 8092
Head of Investor Relations and Communications
Phone: +49 151 55362000
Cautionary Note Regarding Forward-looking Information
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.
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 expectation that the Offering will close in the timeframe and on the terms as anticipated by management and the expectation that Eric Sprott will participate in the Offering. 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 connation thereof.
Such forward-looking information and statements are based on numerous assumptions, including among others, that the Company will complete Offering in the timeframe and on the terms as anticipated by management and that Eric Sprott will participate in the Offering. 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 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 failure to complete the Offering in the timeframe and on the terms as anticipated by management, that Eric Sprott will not participate in the Offering, market conditions and timeliness regulatory approvals. 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.
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