Tudor Gold Announces Upsized $16 Million Bought-Deal Private Placement Offering, With Participation By Mr. Eric Sprott

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VANCOUVER, British Columbia, March 24, 2023 (GLOBE NEWSWIRE) -- Tudor Gold Corp. (TSXV: TUD) (the “Company”) is pleased to announce that, due to strong investor demand, it has entered into an amended agreement with Research Capital Corporation, as the lead underwriter and sole bookrunner (the “Lead Underwriter”), on behalf of a syndicate of underwriters, including Red Cloud Securities Inc. and Roth Canada, ULC (collectively, the “Underwriters”), to increase the size of its previously announced bought-deal, private placement offering from $10,000,000 to approximately $16,000,000 in aggregate gross proceeds to the Company (the “Offering”). Mr. Eric Sprott, through 2176423 Ontario Ltd., has indicated his intention to subscribe in the Offering.

The Offering consists of securities of the Company (the “Offered Securities”) in a combination of:

a) flow-through units of the Company (the “FT Units”) at a price of $1.28 per FT Unit. Each FT Unit will consist of one common share of the Company (a “Common Share”) that will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”); and

b) flow-through units of the Company to be sold to charitable purchasers (the “Charity FT Units”) at a price of $1.60 per Charity FT Unit. Each Charity FT Unit will consist of one Common Share that will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Tax Act that will be issued as part of a charity arrangement and one-half of one Warrant.

Each Warrant shall entitle the holder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price of $1.60 per Warrant Share at any time up to 24 months following the closing of the Offering.

The entire gross proceeds from the issue and sale of the FT Units and Charity FT 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 and "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, 2024 and  renounced with an effective date no later than December 31, 2023 to the initial purchasers of FT Units and Charity FT Units.