MarketSmart Resources

TUDOR GOLD ANNOUNCES CLOSING OF $2,983,550 NON-BROKERED PRIVATE PLACEMENT INCLUDING STRATEGIC INVESTMENT BY MR. ERIC SPROTT

March 19, 2019

Tudor Gold Corp. (TSXV: TUD) (Frankfurt: TUC) (the “Company” or “Tudor Gold”) is pleased to announce that the Company has completed its previously announced non-brokered private placement, which closed with the sale at 11,934,200 units (the “Units”) at a price of $0.25 per Unit, for aggregate gross proceeds of $2,983,550 (the “Offering”).

Each Unit consists of one common share and one transferable common share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder to purchase one additional common share of the Company at an exercise price of $0.40 for a period of one year from closing of the Offering, provided that commencing on the date that is four months and one day after closing of the Offering, if the closing price of the Company’s common shares on the TSX Venture Exchange, or any other stock exchange on which the Company’s common shares are primarily listed, is at a price greater than $1.00 per share for a period of ten (10) consecutive trading days, the Company will have the right to accelerate the expiry date of the Warrants by giving written notice to the holders of the Warrants that the Warrants will expire on the date that is not less than 30 days from the date of such notice.

The proceeds from the sale of the Units will be used to reduce liabilities and improve the Company’s working capital, for general corporate purposes and to advance exploration of the Company’s mineral properties in the Golden Triangle of northwestern B.C. In connection with the Offering, the Company paid aggregate cash finder’s fees of $103,395 to certain third-party finders who introduced subscribers to the Offering.

All of the common shares, Warrants and any common shares issued upon exercise of the Warrants are subject to a hold period until July 20, 2019, except as permitted by applicable Canadian securities laws and the TSX Venture Exchange.

Strategic Investment by Mr. Eric Sprott

Pursuant to the Offering, Mr. Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, acquired 6,000,000 Units for a total consideration of $1,500,000.  Following the completion of the private placement, Mr. Sprott’s holdings represent 5.5% of the issued and outstanding common shares of the Company, on a non-diluted basis, and 10.5% on a partially diluted basis, assuming the exercise of the Warrants acquired hereunder and forming part of the Units. Mr. Sprott did not beneficially own any securities in the Company prior to this investment.

The Units 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 either on the open market or through private acquisitions or sell securities of the Company either on the open market or through private dispositions in the future, depending on market conditions, reformulation of plans and/or other relevant factors.

A copy of 2176423 Ontario Ltd.’s early warning report will appear on the Company’s profile on SEDAR and may also be obtained by calling (416) 362-7172 (200 Bay Street, Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J2).

Contact Information

Financial Relations

Aris Morfopoulos, CFO & Corporate Secretary
Phone: 604-721-2650
E-Mail: aris@tudor-gold.com

Marketsmart Communications Inc.

Maria Da Silva, President
Phone: 604-261-4466
E-Mail: maria@marketsmart.ca

Cautionary Statements regarding Forward-Looking Information

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. 

All statements other than statements of historical fact included in this release, including, without limitation, statements regarding analysis and re-interpretation of data, and potential mineralization and geological merits of the Treaty Creek Project and other future plans, objectives or expectations of the Company are forward-looking statements that involve various risks and uncertainties. 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. Forward-looking statements are based on a number of material factors and assumptions. Important factors that could cause actual results to differ materially from Company’s expectations include actual exploration results, changes in project parameters as plans continue to be refined, results of future resource estimates, future metal prices, availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and equipment on a timely basis, accidents or equipment breakdowns, delays in receiving government approvals, unanticipated environmental impacts on operations and costs to remedy same, and other exploration or 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 actions, events or results to differ from those described in forward-looking statements, there may be other factors that cause such actions, events or results to differ materially from those anticipated. There can be no assurance that forward-looking statements will prove to be accurate and accordingly readers are cautioned not to place undue reliance on forward-looking statements. 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.


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