Each Unit consists of one common share of the Company (a “Common share“) and one-half of one common stock purchase warrant (each whole warrant, a “Deposit“). Each whole Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $1.20 per Common Share for a period of 24 months following the closing of the Offering.
The Offering was completed through the exemption for the financing of listed issuers under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“Exemption for financing of listed issuers“). The Units offered under the Listed Issuer Financing Exemption will be immediately “freely tradable” upon closing of the Offering under applicable Canadian securities laws.
The net proceeds from the Offering will be used for working capital and general corporate purposes.
A related party of the Company acquired 2,500,000 shares of common stock and 1,250,000 warrants pursuant to the offering. The issuance of such securities to this related party will be considered a related party transaction within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101“). The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 (and Policy 5.9) as the fair market value of the securities issued to such party does not exceed 25% of the Company’s market capitalization. The Company has not filed a material changes report in respect of the related party transaction for at least 21 days prior to the closing of the Offering, which the Company considers circumstances reasonable in order to be able to use the proceeds of the Offer in a rapid manner.
In connection with the Offering, the Company paid to the Agents a cash commission of approximately $690,000 and issued to the Agents 750,000 non-transferable broker warrants (the “Warrants from brokers“). Each Broker Warrant entitles the holder thereof to purchase one common share at an exercise price of $1.20 per common share for a period of 24 months from the date of issuance.
The Offering is subject to final approval of the TSX Venture Exchange (“TSXV“).
The securities described herein have not been and will not be registered under the US Securities Act or any US state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, US persons absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Tudor Gold
Tudor Gold is a precious and base metals exploration and development company with claims in the Golden Triangle of British Columbia (Canada), an area where mines are located and historically produced, and several large deposits approaching potential development. The 17,913 hectare Treaty Creek Project (in which Tudor Gold has an 80% interest) is adjacent to Seabridge Gold Inc.’s KSM property to the southwest. and to the southeast at Newmont Corporation’s Brucejack Mine property.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. “Forward-looking information” includes, but is not limited to, statements regarding the activities, events or developments that the Company expects or anticipates will or may occur in the future, including statements regarding the expected use of proceeds from the Offering and the receipt of regulatory approvals relating 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’, ‘predicts’, ‘intends’, ‘anticipates’ or ‘believes’ or their negative connotations or variations of such words and phrases, or states that certain actions, events or results ‘may’, ‘might’, ‘could’, ‘may’ or ‘will be taken’, ‘prevent’. or “to be achieved” or its negative connotation.
Such forward-looking information and statements are based on numerous assumptions, including, among other things, that the Company’s planned exploration activities will be completed on a timely basis, that the Company will use the proceeds from the Offering as expected and that the Company will obtain regulatory approvals with respect to the Offering. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are believed to be reasonable at the time by management, 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 use the proceeds from the Offering as anticipated, that the Company will not obtain regulatory approvals with respect to the Offering, risks relating to the actual results of current exploration activities, fluctuating gold prices, the possibility of equipment failures and delays, exploration cost overruns, the availability of capital and financing, general economic, market and or business conditions, regulatory changes, the timeliness of government or regulatory approvals and other risks described herein. from time to time in the company’s filings with securities regulators.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in 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 laws.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISTRIBUTION IN THE UNITED STATES
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