Vancouver, British Columbia--(Newsfile Corp. - March 20, 2019) - Tudor Gold Corp. (TSXV: TUD) (FSE: TUC) (the "Company" or "Tudor Gold") is pleased to announce that it has entered into debt settlement agreements with two creditors of the Company (the "Creditors") and pursuant thereto will issue an aggregate of 3,214,285 common shares in the capital of the Company, at a deemed price of $0.28 per common share, in consideration for the settlement of a total of $900,000 in accrued liabilities owing to the Creditors (the "Debt Settlement"). The Company expects that the proposed Debt Settlement will assist the Company in preserving its cash to advance exploration of the Company's mineral properties in the Golden Triangle of northwestern B.C and for working capital purposes.
Pursuant to the Debt Settlement, the proposed issuance of 2,678,571 common shares to one of the Creditors, More Core Drilling Services Ltd., a company controlled by Sean Pownall, a director of the Company, constitutes a "related party transaction" under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the formal valuation requirements and minority shareholder approval requirements of MI 61-101 pursuant to Subsections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the common shares issued to related parties in the Debt Settlement will not exceed 25% of the Company's market capitalization. A material change report will be filed less than 21 days before the closing date of the transaction. The Company considers this shorter period to be reasonable and necessary in the circumstances to allow the Company to improve its financial position by reducing its accrued liabilities as soon as possible.
All securities to be issued pursuant to the Debt Settlement will be subject to a four month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada. The Debt Settlement is subject to all necessary regulatory approvals including from the TSX Venture Exchange.
Stock Options Granted
The Company announces the issuance of: (a) 5,750,000 stock options with an exercise price of $0.30 cents per share for the purchase of up to 5,750,000 shares of the Company, expiring March 20, 2024; and (b) 100,000 stock options with an exercise price of $0.35 cents per share for the purchase of up to 100,000 shares of the Company, expiring March 20, 2024. The stock options are being issued to directors, officers and consultants of the Company and are subject to approval by regulatory authorities.
About Tudor Gold
Tudor Gold is a precious and base metals explorer in British Columbia's Golden Triangle, an area that hosts past-producing mines and several large deposits that are approaching potential development. The 17,913 hectare Treaty Creek project (Tudor Gold has a 60 % interest) borders Seabridge Gold Inc.'s KSM property to the southwest and borders Pretium Resources Inc.'s Brucejack property to the southeast. The Company also has a 60% interest in the Electrum project, and a 100% interest in the 18,300 hectare Crown project, all of which are located in the Golden Triangle area.
President and Chief Executive Officer
For further information, please visit the Company's website at www.tudor-gold.com or contact:
Chief Financial Officer & Corporate Secretary
Marketsmart Communications Inc.
Cautionary Statements regarding Forward-Looking Information
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially.
All statements including, without limitation, statements relating to the ability to complete the Debt Settlement and receipt of regulatory approvals as well as any other future plans, objectives or expectations of the Company are forward-looking statements that involve various risks and uncertainties. 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. 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.
Neither 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.
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