Tudor Gold Announces Closing of $14.95 Million Financing, with Participation by Eric Sprott
Vancouver, British Columbia--(Newsfile Corp. - May 29, 2025) - Tudor Gold Corp. (TSXV: TUD) (FSE: H56) (the "Company" or "Tudor Gold") is pleased to announce that it has closed its previously announced upsized brokered offering for aggregate gross proceeds of approximately $14.95 million, including the full exercise of the over-allotment option. The offering was completed by way of prospectus supplement dated May 16, 2025 to the Company's base shelf prospectus dated August 2, 2023 (the "Prospectus Offering") and by way of private placement (the "Private Placement Offering" and with the Prospectus Offering, the "Offerings"). The Offerings were led by Research Capital Corporation, as the lead agent and sole bookrunner and Roth Canada, Inc. (collectively, the "Agents"). In connection with the Offerings the Company issued:
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10,158,045 non-flow-through units of the Company (the "NFT Units") at a price of $0.50 per NFT Unit, issued pursuant to the Prospectus Offering. Each NFT Unit consists of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant");
8,333,500 flow-through units of the Company to be sold to charitable purchasers (the "Charity FT Units") at a price of $0.75 per Charity FT Unit, issued pursuant to the Prospectus Offering. Each Charity FT Unit consists of one Common Share and one-half of one Warrant, each of which qualifies as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act") that was issued as part of a charity arrangement; and
6,034,752 flow-through units of the Company (the "FT Units") at a price of $0.60 per FT Unit, issued pursuant to the Private Placement Offering. Each FT Unit consists of one Common Share and one-half of one Warrant, each of which qualifies as a "flow-through share" within the meaning of subsection 66(15) of the Tax Act.
Each whole Warrant entitles the holder thereof to purchase one Common Share (a "Warrant Share") at an exercise price of $0.75 per Warrant Share at any time up to 36 months from the date of issuance.
Mr. Eric Sprott, through 2176423 Ontario Ltd., a corporation beneficially owned by him, acquired 2,000,000 Common Shares and 1,000,000 Warrants pursuant to the Prospectus Offering as the back-end buyer in a charity arrangement.
The net proceeds from the sale of NFT Units will be used for the Company's working capital requirements and other general corporate purposes.
The gross proceeds from the sale of FT Units and Charity FT Units will be used for exploration expenses on the Company's Treaty Creek flagship property, located in Golden Triangle of northwestern British Columbia and 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 FT Units and Charity FT Units, and, if the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each FT Unit and Charity FT 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.