Tudor Gold Announces Proposed Spin-Off of Crown Property
Tudor Gold Announces Proposed Spin-Off of
Crown Property
Vancouver, British Columbia--(Newsfile Corp. - July 13, 2021) - Tudor Gold Corp. (TSXV:
TUD
) (FSE:
TUC
) (the "
Company
" or "
Tudor Gold
") is pleased to announce the proposed spin-off of its six
contiguous mineral properties located in the Golden Triangle Area in northwestern British Columbia by
way of a plan of arrangement (the "
Arrangement
") under the
Business Corporations Act
(British
Columbia).
In furtherance thereof, the Company has entered into an arrangement agreement (the "
Agreement
") with
Goldstorm Metals Corp. ("
Goldstorm
"), a wholly-owned subsidiary of the Company. Pursuant to the
Arrangement, among other things:
Tudor Gold shareholders will receive approximately 0.253 of a common share of Goldstorm (each
whole common share, a "
Goldstorm Share
") for every one common share of Tudor Gold held;
and
Goldstorm will acquire the Company's six contiguous Golden Triangle Area mineral properties,
being the Mackie East, Mackie West, Fairweather, High North, Delta and Orion and Electrum
properties (collectively, the "
Crown Property
") in consideration for Goldstorm issuing 44,999,999
Goldstorm Shares to Tudor Gold.
The Agreement also contemplates the completion of an additional non-brokered private placement of
Goldstorm Shares for gross proceeds of at least $3 million. The board of directors of Tudor Gold has
determined that the Arrangement is in the best interests of the Company. Among other things, the
separation of the Crown Property into a separate public company will position such assets to be valued
on a standalone basis. In addition, the transaction will allow Tudor Gold management to focus their
efforts on the development of its flagship Treaty Creek property with Goldstorm's management to focus
on exploring and developing the Crown Property.
Walter Storm, President and Chief Executive Officer of Tudor Gold stated
: "We are pleased to
announce the Arrangement, which we believe will help unlock and maximize value for our shareholders.
On completion, Goldstorm will be positioned well to advance our efforts in the Golden Triangle Area, with
a strong balance sheet and experienced management team. We look forward to updating shareholders
on this transaction as it progresses."
The Company intends to apply for a listing of the Goldstorm Shares on the TSX Venture Exchange (the
"
TSX-V
"). Any such listing will be subject to Goldstorm fulfilling all of the requirements of the TSX-V.
It is currently expected that the directors of Goldstorm on completion of the Arrangement, will consist of
Walter Storm, Sean Pownall, Ken Konkin, Helmut Finger and Ronald-Peter Stöferle, with Mr. Konkin
acting as President and Chief Executive Officer and Scott Davis acting as Chief Financial Officer.
In addition, pursuant to the Arrangement, holders of Tudor Gold options will exchange such securities for
new options of Tudor Gold. The Arrangement is expected to be effected by way of a plan of arrangement
under the
Business Corporations Act
(British Columbia) and remains subject to customary conditions,
including, among other things, the approval by the TSX-V, approval by an affirmative vote of 66 2/3% of
shareholders of the Company in attendance at a meeting of Tudor Gold's shareholders (the "
Meeting
"),
and approval of the Supreme Court of British Columbia.
Additional details of the Arrangement will be included in the information circular to be mailed to
shareholders of Tudor Gold in connection with the Meeting referred to above.
About Tudor Gold
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.
"Walter Storm"
Walter Storm
President and Chief Executive Officer
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:
or
Carsten Ringler
Head of Investor Relations and Communications
Phone:
+49 151 55362000
E-Mail:
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 Company's intention to complete the Arrangement and proposed financing of
Goldstorm on the terms and timing as anticipated by management, 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 connation thereof.
Such forward-looking information and statements are based on numerous assumptions, including
among others, that the Company will complete the Arrangement and proposed financing of Goldstorm
on the terms and timing as anticipated by management, 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 the
risk that the Company will not complete the Arrangement and proposed financing of Goldstorm on the
terms and timing as anticipated by management or at all, that the TSX Venture Exchange or the
Supreme Court of British Columbia will not provide final approval to complete the Arrangement, 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.
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