Tudor Gold Corp. (TSX-V: TUD) is pleased to announce that Goldstorm Metals Corp. has closed a non-brokered private placement, raising gross proceeds of $3,900,000.12 through the issuance of:
(a) 10,800,812 non-flow-through units of the Company at an issue price of $0.26 per Non-FT Unit for aggregate gross proceeds of $2,808,211.12. The Non-FT Units are comprised of one common share of the Company, and one common share purchase warrant;
(b) 327,500 flow-through units of the Company at an issue price of $0.31 per FT Unit for aggregate gross proceeds of $101,525.00. The FT Units are comprised of one common share of the Company, and one Warrant. The FT Shares and Warrants comprising the FT Units each qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada); and
(c) 3,194,400 flow-through subscription receipts of the Company at an issue price of $0.31 per Subscription Receipt for aggregate gross proceeds of $990,264.00. Each Subscription Receipt which will entitle the holder thereof, without payment of any additional consideration and without further action on the part of the holder, to receive one flow-through unit of the Company, with each SR Unit comprised of one common share of the Company and one Warrant. The SR Shares and the SR Warrants will also each qualify as a “flow-through shares” within the meaning of subsection 66(15) of the Tax Act.
Each Warrant will entitle the holder thereof to purchase one additional common share of the Company at an exercise price of $0.60 for a period of two years from the date of issuance of the Warrants.
Tudor Gold, of which Goldstorm is currently a subsidiary, is seeking to spin out its interest in Goldstorm (which holds six contiguous Golden Triangle Area mineral properties, being the Mackie East, Mackie West, Fairweather, High North, Delta and Orion and Electrum properties) to the current shareholders of Tudor through a plan of arrangement. Upon completion of the Spin-Out Arrangement, it is intended that the net proceeds from the sale of Non-FT Units (net of the applicable finder’s fees) will be used for exploration work at the Properties, as well as for working capital requirements and other general corporate purposes.
The entire gross proceeds from the issue and sale of the FT Units and Subscription Receipts 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” which will be incurred on or before December 31, 2023 and renounced with an effective date no later than December 31, 2022 to the initial purchasers of FT Units and Subscription Receipts.
In connection with the Spin-Out Arrangement, the Company intends to list its common shares on the TSX Venture Exchange. Upon the Company receiving confirmation from the Exchange that the Listing is complete, whether via the issuance of the Exchange’s final listing bulletin, or otherwise, the date of satisfaction of the Escrow Release Condition being the “Escrow Release Date“, each Subscription Receipt will be deemed to be converted into one SR Unit for no additional consideration. Each SR Warrant which partially comprises the SR Units, will entitle the holder thereof to purchase one additional common share of the Company at an exercise price of $0.60 for a period of two years from the Escrow Release Date.
In connection with the Private Placement, the Company issued 260,052 finder’s warrants and paid commissions of $97,031.12 to certain arm’s length finders. Each Finder’s Warrant will entitle the holder, on exercise thereof, to acquire one additional common share at a price of $0.26 per Common Share until the date that is two years from the date of issuance of the Finder’s Warrants.
Ronald-Peter Stoeferle subscribed for $60,000.20, and Sean Pownall, through More Core Drilling Services Ltd., a corporation beneficially owned by him, subscribed for $99,996 in the Private Placement. Mr. Stoeferle and Mr. Pownall are insiders of the company and as such, their participation in connection with the Private Placement is a related-party transaction under the policies of the Exchange and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related-party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the shares to be purchased by Mr. Stoeferle, or on behalf of Mr. Pownall, nor the consideration to be paid by either of Mr. Stoeferle or Mr. Pownall exceeds 25 per cent of the Company’s market capitalization.
The securities comprising each of the Non-FT Units and FT Units, and the securities underlying the Subscription Receipts and Finder’s Warrants will have a hold period of until the date that is four months and one day after the date the Company becomes a reporting issuer in any province or territory in Canada. In connection with the Listing, the closing of the Private Placement is subject to the final approval of the Exchange.
Distribution Record Date for Spin-Out Arrangement
Tudor Gold also announces that in connection with the Spin-Out Arrangement, Tudor Gold has determined that the distribution record date, which date establishes the shareholders of Tudor Gold who will be entitled to receive new common shares of Tudor Gold and common shares of Goldstorm under the Spin-Out Arrangement, will be the same date as the effective date of the Spin-Out Arrangement. For further details regarding the Spin-Out Arrangement, see Tudor Gold’s news releases dated July 13, 2021, February 1, 2022, July 8, 2022, August 4, 2022, August 10, 2022, August 30, 2022 and September 23, 2022. Tudor Gold will provide additional information on the timing of the closing, including the Effective Date, of the Spin-Out Transaction in a subsequent news release.
About Tudor Gold Corp.
Tudor Gold Corp. is a precious and base metals exploration and development company with properties 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 a 60% interest) borders Seabridge Gold Inc.’s KSM property to the southwest and borders Pretium Resources Inc.’s Brucejack property to the southeast. In April 2021 Tudor published their 43-101 technical report, “Technical Report and Initial Mineral Resource Estimate of the Treaty Creek Gold Property, Skeena Mining Division, British Columbia Canada” dated March 1, 2021 on the Company’s SEDAR profile. The Company also has a 100% interest in the Crown project and a 100% interest in the Eskay North project, all located in the Golden Triangle area.
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We acknowledge the [financial] support of the Government of Canada.