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Tudor Gold Corp. (TSXV: TUD) (FSE: H56) (the "Company" or "Tudor Gold") is pleased to announce that it has entered into an agreement with Research Capital Corporation as the lead agent and sole bookrunner, on behalf of a syndicate of agents, including Roth Canada, Inc. (together, the "Agents"), in connection with a brokered, best-efforts listed issuer financing exemption private placement offering (the "Offering") of units of the Company (the "Units") for aggregate gross proceeds to the Company of up to $10,000,000.
Each Unit will consist of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall entitle 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 Company will grant the Agents an option (the "Agents' Option") to increase the size by up to an additional 15% of the number of Units sold in the Offering, by giving written notice of the exercise of the Agents' Option, or a part thereof, to the Company at any time up to two (2) business days prior to closing of the Offering.
The net proceeds from the Offering will be used for working capital and general corporate purposes.
The Units will be offered for sale pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions, as amended by CSA Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the "Listed Issuer Financing Exemption"), in all provinces of Canada, except Quebec, and other qualifying jurisdictions, including the United States. The Units offered under the Listed Issuer Financing Exemption will be immediately "free-trading" upon closing of the Offering under applicable Canadian securities laws.
There is an offering document (the "Offering Document") related to this Offering that can be accessed under the Company's profile at www.sedarplus.ca and at the Company's website at www.tudor-gold.com. Prospective investors should read this Offering Document before making an investment decision.
The closing of the Offering is expected to occur on or about the week of December 15, 2025 (the "Closing"), or on such date as the Agents and Company may agree upon. Closing is subject to the Company receiving all necessary regulatory approvals, including the conditional approval of the TSX Venture Exchange.
The Agents will receive a cash commission of 6.0% of the aggregate gross proceeds of the Offering and such number of broker warrants (the "Broker Warrants") as is equal to 6.0% of the number of Units sold under the Offering (in each case, subject to reduction for certain subscribers on a president's list of purchasers identified by the Company). Each Broker Warrant entitles the holder to purchase one Common Share at an exercise price equal to $1.20 for a period of 24 months following the Closing.
This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.
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 | Chris Curran |
Neither the 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
This news release contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. These forward‐looking statements or information relate to, among other things: receipt of all approvals related to the Offering; the closing of the Offering; and the intended use of proceeds from the Offering.
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 and risks include, among others: the conditions to closing of the Offering may not be satisfied, management's broad discretion regarding the use of proceeds of the Offering, the Company may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions acceptable; compliance with extensive government regulation; domestic and foreign laws and regulations could adversely affect the Company's business and results of operations; and the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Company's securities, regardless of its operating performance.
The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news 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. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276615
