Tudor Upsizes Flow-Through Financing
Tudor Upsizes Flow-Through Financing
Vancouver, British Columbia--(Newsfile Corp. - November 25, 2025) - Tudor Gold Corp.
(TSXV: TUD)
(FSE: H56)
(the "
Company
" or "
Tudor
") reports that it intends to increase the size of its non-brokered
private placement (previously announced on November 18, 2025) to up to 12.75 million flow-through
units (the "Units") (from 8.5 million Units) at a price of $0.95 per Unit for gross proceeds of up to
approximately $12 million (the "Offering").
Each Unit will consist of one flow-through common share in the capital of the Company (a "Share") and
one-half of one non-flow-through common share purchase warrant (a "Warrant"). The Shares will qualify
as "flow-through shares" for purposes of the
Income Tax Act
(Canada) (the "Tax Act"). Each whole
Warrant will entitle the holder to purchase one additional non-flow-through common share in the capital of
the Company at an exercise price of $1.20 per common share for a period of two years from the date of
issue.
The gross proceeds from the issue and sale of the Units will be used for Canadian exploration expenses
as defined in paragraph (f) of the definition of "Canadian exploration expense" in subsection 66.1(6) of
the Tax Act, "flow through mining expenditures" as defined in subsection 127(9) of the Tax Act that will
qualify as "flow-through mining expenditures", and "BC flow-through mining expenditures" as defined in
subsection 4.721(1) of the
Income Tax Act
(British Columbia) (the "Qualifying Expenditures"), which will
be incurred on or before December 31, 2026 and renounced with an effective date no later than
December 31, 2025 to the initial purchasers of Units, and, if the Qualifying Expenditures are reduced by
the Canada Revenue Agency, the Company will indemnify each Unit subscriber for any additional taxes
payable by such subscriber as a result of the Company's failure to fully renounce the Qualifying
Expenditures as agreed.
The FT Offering will close on completion of documentation and is conditional upon receipt of all
necessary regulatory approvals, including the approval of the TSX Venture Exchange (the "Exchange").
The gross proceeds of the Offering will be used to fund exploration expenses on the Treaty Creek
Project and other Canadian exploration expenses that will qualify as "flow through mining expenditures"
as defined in subsection 127(9) of the Tax Act, and "BC flow-through mining expenditures", as defined in
the
Income Tax Act
(British Columbia).
The Offering will be offered to accredited investors in all Provinces of Canada pursuant to applicable
securities laws. In connection with the Offering, the Company may pay finders' fees as permitted by the
policies of the Exchange. All securities issued pursuant to the Offering will be subject to a four-month
hold period. The securities offered pursuant to the Offering have not been and will not be registered
under the United States Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from the registration requirements of such
Act.
The Company anticipates that insiders may subscribe for Units. The issuance of Units to insiders is
considered a related party transaction subject to Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions. The Company intends to rely on exemptions from the formal
valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of
Multilateral Instrument 61-101 on the basis that the participation in the Private Placement by the insiders
will not exceed 25% of the fair market value of the company's market capitalization. A material change
report in connection with the Private Placement will be filed less than 21 days before the closing of the
Private Placement. This shorter period is reasonable and necessary in the circumstances as the
Company wishes to complete the Offering in a timely manner.
About Treaty Creek
The Treaty Creek Project hosts the Goldstorm Deposit, comprising a large gold-copper porphyry
system, as well as several other mineralized zones. The Goldstorm Deposit has an
Indicated Mineral
Resource of
730.20 million tonnes
(Mt) comprised of
21.66 million ounces gold grading 0.92 g/t
,
2.87 billion pounds copper grading 0.18% and 128.73 million ounces silver grading 5.48 g/t and an
Inferred Mineral Resource of 149.61 Mt
comprised of
4.88 million ounces gold grading 1.01 g/t
,
503.2 million pounds copper grading 0.15% and 28.97 million ounces silver grading 6.02 g/t, as
disclosed in the "NI-43-101 Technical Report for the Treaty Creek Project", dated April 5, 2024 prepared
by Garth Kirkham Geosystems and JDS Energy & Mining Inc.
The Goldstorm Deposit remains open in
all directions and requires further exploration drilling to determine the size and extent of the Deposit.
About Tudor Gold
Tudor Gold Corp. is a precious and base metals exploration and development company with claims 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 an 80% interest) borders Seabridge Gold Inc.'s KSM property to
the southwest and borders Newmont Corporation's Brucejack Mine property to the southeast.
For further information, please visit the Company's website at
www.tudor-gold.com
or contact:
Joseph Ovsenek
President & CEO
(778) 731-1055
Tudor Gold Corp.
Suite 789, 999 West Hastings Street
Vancouver, BC
V6C 2W2
(SEDAR+ filings: Tudor Gold Corp.)
Chris Curran
Vice President of Investor Relations and Corporate
Development
(604) 559 8092
Qualified Person
The Qualified Person for this news release for the purposes of National Instrument 43-101 is the
Company's Senior Vice President of Exploration, Ken Konkin, P. Geo. He has read and approved the
scientific and technical information that forms the basis for the disclosure contained in this news release.
Neither Exchange nor its Regulation Services Provider (as that term is defined in the policies
of the 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 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,
the ability of the Company to complete the Offering on the proposed terms or at all, statements
regarding the tax treatment of the Units and the timing to renounce all Qualifying Expenditures, the
anticipated use of proceeds from the Offering and receipt of regulatory approvals with respect to 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's planned exploration activities will be completed in a timely
manner, that the Company will be able to complete the Offering on the terms as anticipated by
management, that the Company will use the proceeds of the Offering as anticipated, and that the
Company will receive regulatory approval with respect to 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.
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 be able to complete the Offering on the terms as anticipated by
management or at all, that the Company will not use the proceeds of the Offering as anticipated, that
the Company will not receive regulatory approval with respect to the Offering, 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.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/275941