Tudor Gold Obtains Interim Order and Provides Transaction Update
Tudor Gold Obtains Interim Order and
Provides Transaction Update
Vancouver, British Columbia--(Newsfile Corp. - August 4, 2022) -
Tudor Gold Corp. (TSXV: TUD)
(FSE: TUC)
(the "
Company
" or "
Tudor Gold
") announced today that, further to its news releases
dated July 13, 2021, February 1, 2022 and July 8, 2022 (the "
Initial News Releases
"), the Company
obtained an interim order from the Supreme Court of British Columbia (the "
Court
") on August 3, 2022,
authorizing the holding of its annual general and special meeting (the "
Meeting
") and matters relating to
the conduct of the Meeting, including approval of the Arrangement (as defined below).
At the Meeting, shareholders of the Company (the "
Shareholders
") as of the record date, being August
3, 2022 (the "
Record Date
"), will be asked, among other things, to consider and, if deemed advisable,
pass a special resolution (the "
Arrangement Resolution
") to approve a spin-out transaction (the
"
Arrangement
") in accordance with the terms of the arrangement agreement entered into by the
Company and Goldstorm Metals Corp. ("
Goldstorm
"), its wholly-owned subsidiary, on July 6, 2021, as
further amended and restated on January 31, 2022, July 8, 2022 and July 28, 2022 (the "
Arrangement
Agreement
") by way of a statutory plan of arrangement under section 288 of the
Business Corporations
Act
(British Columbia).
Pursuant to the Arrangement, among other things:
Shareholders as of the Record Date will receive approximately 0.251 of a common share of
Goldstorm (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 in consideration for Goldstorm issuing 49,847,967 Goldstorm Shares to the
Shareholders as of the Record Date.
For further information on the Arrangement, please refer to the Initial News Releases. Additional details
of the Arrangement will be included in the Company's information circular prepared in connection with
the Meeting, which will be mailed on or before August 11, 2022 to Shareholders as of the Record Date.
The Meeting will be held on September 7, 2022 at 10:00 a.m. (Vancouver time) at 10th Floor, 595 Howe
Street, Vancouver, British Columbia, V6C 2T5. Assuming no adjournment or postponement to the
Meeting, the cut-off time to vote by proxy will be 10:00 a.m. (Vancouver time) on September 2, 2022.
The Arrangement is anticipated to be completed during the week of September 12, 2022, subject to
obtaining Court, Shareholder and regulatory approval and the satisfaction of conditions set forth in the
Arrangement Agreement.
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 Gold 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.
"Ken Konkin"
Ken Konkin
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 Statement Regarding Forward-Looking Information
All statements, trend analysis and other information contained in this press release about anticipated
future events or results constitute forward-looking statements. Forward-looking statements are often,
but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate",
"expect" and "intend" and statements that an event or result "may", "will", "should", "could" or "might"
occur or be achieved and other similar expressions. All statements, other than statements of historical
fact, included herein, including, without limitation, statements regarding the completion of the
Arrangement and the results of the Meeting are forward-looking statements. Although the Company
believes that the expectations reflected in such forward-looking statements and/or information are
reasonable, undue reliance should not be placed on forward-looking statements since the Company
can give no assurance that such expectations will prove to be correct. These statements involve
known and unknown risks, uncertainties and other factors that may cause actual results or events to
differ materially from those anticipated in such forward-looking statements, including the risks,
uncertainties and other factors identified in the Company's periodic filings with Canadian securities
regulators, and assumptions made with regard to: the Company's ability to complete the proposed
Arrangement on the terms and conditions contemplated, or at all; the Companies' ability to secure the
necessary shareholder, Court and regulatory approvals required to complete the Arrangement; the
estimated costs associated with the Arrangement; the timing of the Meeting and the Arrangement, and
the general stability of the economy and the industry in which the Company operates. Forward-looking
statements are subject to business and economic risks and uncertainties and other factors that could
cause actual results of operations to differ materially from those contained in the forward-looking
statements. Important factors that could cause actual results to differ materially from the Company
expectations include risks associated with the business of the Company; risks related to the
satisfaction or waiver of certain conditions to the closing of the Arrangement; non-completion of the
Arrangement; risks related to the Company failing to obtain the requisite shareholder approval
required for the Arrangement; risks relating the number of dissenting shareholders requiring fair value
for their securities in connection with the Arrangement; risks related to exploration and potential
development of the Company projects; business and economic conditions in the mining industry
generally; fluctuations in commodity prices and currency exchange rates; the need for cooperation of
government agencies and native groups in the issuance of required permits; the need to obtain
additional financing to develop properties, and uncertainty as to the availability and terms of future
financing; and other risk factors as detailed from time to time and additional risks identified in the
Company filings with Canadian securities regulators on SEDAR in Canada (available at
www.sedar.com
). Forward-looking statements are based on estimates and opinions of management at
the date the statements are made. The Company does not undertake any obligation to update
forward-looking statements except as required by applicable securities laws. Investors should not
place undue reliance on forward-looking statements.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/132899