Tudor GOLD Announces Proposed Share Issuances Under Amending Agreements and Warrant Extensions ____________________________________________________________________________
NEWS RELEASE
TUDOR GOLD ANNOUNCES PROPOSED SHARE ISSUANCES UNDER AMENDING
AGREEMENTS AND WARRANT EXTENSIONS
____________________________________________________________________________
Vancouver, Canada – August 6 , 2019 – Tudor Gold Corp. (TSXV: TUD) (Frankfurt: TUC) (the
“Company” or “Tudor Gold”) is pleased to announce that, Teuton Resources Corp. ("Teuton") and
the Company have agreed to further amend the terms of four option purchase agreements, three of
which were assigned to the Company by Tudor Holdings Ltd. on May 24, 2016, and all of which were
previously amended by Teuton and the Company on August 29, 2018 (collectively the " Original
Agreements"). Under the terms of the Original Agreements, Teuton granted the Company four options
to acquire a 100% ownership interest in the certain claims located in the Skeena Mining Division, in
the Province of British Columbia (collectively the "Options").
The Company and Teuton have entered into amending agreements (collectively, the " Amending
Agreements") to revise certain payment te rms of the Original Agreements. Under the terms of the
Original Agreements, to exercise all the Options, the Company was required to pay to Teuton an
aggregate sum of $2,000,000 and issue an aggregate of 2,000,000 common shares. Under the terms
of the Amending Agreements, to exercise the Options, the Company has agreed to pay an aggregate
sum of $1,890,000 until 2022 and issue an aggregate of 1,375,000 common shares. The Amending
Agreements and the share issuances associated with such agreements remain subject to the approval
of the TSX Venture Exchange ("TSXV").
Share issuance schedule per the amendment of the Original Agreements as follows:
1. Orion Property: 175,000 shares to be issued within five business days of Tudor receiving TSXV
approval of the Amending Agreement; all other provisions of the Orion Agreement shall remain
unchanged.
2. Fairweather Property: 200,000 shares to be issued within five business days of Tudor receiving
TSXV approval of the Amending Agreement; all other provisions of the Orion Agreement shall
remain unchanged.
3. Delta Property: 200,000 shares to be issued within five business days of Tudor receiving TSXV
approval of the Amending Agreeme nt; $100,000 to be paid on or before March 1, 2020;
$200,000 to be paid on or before March 1, 2021; and $300,000 to be paid on or before March
1, 2022.
4. High North Property: 200,000 shares to be issued within five business days of Tudor receiving
TSXV approval of the Amending Agreement; $100,000 to be paid on or before March 1, 2020;
$200,000 to be paid on or before March 1, 2021; and $300,000 to be paid on or before March
1, 2022.
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Amendment of Purchase Agreement
The Company also announces that, by mutual agreement, Richard Mill and t he Company have
agreed to amend the terms of a purchase and sale agreement dated September 15, 2015 (and
assigned to the Company by Tudor Holdings Ltd. under an acquisition agreement dated April 6, 2016)
(the "Mill Purchase Agreement").
Under the Mill Purchase Agreement, Mr. Mill agreed to sell a 100% interest in certain mineral claims
located in the Skeena Mining Division in the Province of British Columbia (the "Skeena Claims") for
an aggregate purchase price of $250,000. The Company and Mr. Mill have entered into an amending
agreement, whereby the aggregate consideration required to purchase the Skeena Claims consists
of 300,000 common shares, an aggregate sum of $125,000 ($100,000 paid) and the transfer by the
Company to Mr. Mill of a 100% interest in two mineral claims with the tenure numbers 1039253 and
1040402 owned by the Company. The amendment to the Mill Purchase Agreement and the share
issuances associated with such amendment remain subject to the approval of the TSXV.
Extension of Warrant Terms
The Company also announces that that it intends to file an application with t he TSXV to extend the
expiry date of: (i) 1,263,639 common share purchase warrants originally issued on August 21, 2017
(the "August Warrants") as part of a private placement of units and other securities of the Company;
and (ii) 205,000 common share purchase warrants of the Company originally issued on October 30,
2017 (the "October Warrants") as part of a private placement of units of the Company. The board
of directors of the Company has approved the extension of the original expiry date of: (i) the August
Warrants by one year from August 21, 2019 to August 21, 2020; and (ii) the October Warrants by
one year from October 30, 2019 to October 30, 2020. The August Warrants and the October
Warrants will remain exercisable into one common share at an exercise price of $1.00 per warrant.
The extension of the August Warrants and the October Warrants remain subject to the approval of
the TSXV.
The Company has granted a total of 700,000 stock options to management of the Company for the
purchase of up to 700,000 shares of the Company at an exercise price of $0.67 per share, expiring
on August 2, 2024.
About Tudor Gold
Tudor Gold is a precious and base metals explorer with properties in British Columbia's Golden
Triangle, an area that hosts 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. The Company also has a 60% interest in the
Electrum project, earn in options and 100% interest in other prospective exploration projects located
in the Golden Triangle area.
"Walter Storm"
Walter Storm
President and Chief Executive Officer
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For further information, please visit the Company's website at www.tudor-gold.com or contact:
Catalin Kilofliski
Director Corporate Development and Communications
Tel. 604-559-8092
Email: [email protected]
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 Note regarding Forward-Looking Information
This press release contains forward -looking statements and information that are based on the beliefs of
management and reflect the Company's current expectations. When used in this press release, the words
"estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the
negative of these words or such variations thereon or comparable terminology are intended to identify
forward-looking statements and informa tion. The forward-looking statements and information in this press
release include information relating to the execution of certain am ending agreement s, the proposed
issuance of common s hares and the payment of certain amounts in accordance with such amending
agreements and the proposed extensions to the August Warrants and the October Warrants . While such
statements and information refl ect the current view of the Company, they are based on numerous
assumptions, including among others, that the Company will obtain the requisite approvals required to
execute the amending agreements and issue th e common s hares as set out therein and the pro posed
extensions to the August Warrants and the October Warrants will receive the requisite TSXV approval .
Additionally, by their nature, forward -looking statements involve known and unknown risks, uncertainties
and other factors which may cause our actual results, performance or achievements, or other future events,
to be materially different from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, amo ng others, that there is no assurance that the
Company will obtain all requisite approvals (including the approval of the TSXV) required to execute the
amending agreements and perform its obligations thereunder, including the issuance of Common Shares
to Teuton and Mr. Mi ll, there is no assurance that the Company will have enough funds to make the
proposed payments in accordance with the timeline set out in the amending agreements, or at all, the stock
markets have experienced volatility that often has been unrelated to the performance of companies and the
proposed extensions to the August Warrants and the October Warrants will not receive the requisite TSXV
approval. These fluctuations may adversely affect the price of the Company's securities, regardless of its
operating performance, which may affect the willingness of Teuton or Mr. Mill to proceed with the amending
agreements. The Company cautions that the foregoing list of factors is not exhaustive. When relying on
the Company's forward-looking statements and information to make decisions, investors and others should
carefully consider the foregoing factors and other uncertainties and potential events. The Company has
assumed that the material factors referred to in the previous paragraph will not cause such forward-looking
statements and information to differ materially from actual results or events. However, the list of these
factors is subject to change and there can be no assurance that such assumptions will reflect the actual
outcome of such items or factors. The for ward-looking information contained in this press release
represents the expectations of the Company as of the date of this press release and, accordingly, is subject
to change after such date. Readers should not place undue importance on forward looking information and
should not rely upon this information as of any other date. While the Company may elect to, it does not
undertake to update this information at any particular time except as required in accordance with applicable
laws.
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