Tudor Gold Corp. (TSX-V: TUD) (FSE: H56) reports that it intends to complete a non-brokered private placement of up to 8.5 million flow-through units at a price of $0.95 per Unit for gross proceeds of up to approximately $8 million.

Each Unit will consist of one flow-through common share in the capital of the Company  and one-half of one non-flow-through common share purchase warrant. The Shares will qualify as “flow-through shares” for purposes of the Income Tax Act (Canada). Each whole Warrant will entitle the holder to purchase one additional non-flow-through common share in the capital of the Company at an exercise price of $1.20 per common share for a period of two years from the date of issue.

The gross proceeds from the issue and sale of the 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, “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), 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 Units, and, if the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each 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.

The FT Offering will close on completion of documentation and is conditional upon receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. The gross proceeds of the Offering will be used to fund exploration expenses on the Treaty Creek Project and other Canadian exploration expenses that will qualify as “flow through mining expenditures” as defined in subsection 127(9) of the Tax Act, and “BC flow-through mining expenditures”, as defined in the Income Tax Act (British Columbia).

The Offering will be offered to accredited investors in all Provinces of Canada pursuant to applicable securities laws. In connection with the Offering, the Company may pay finders’ fees as permitted by the policies of the Exchange. All securities issued pursuant to the Offering will be subject to a four-month hold period. The securities offered pursuant to the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act.

The Company anticipates that insiders may subscribe for Units. The issuance of Units to insiders is considered a related party transaction subject to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that the participation in the Private Placement by the insiders will not exceed 25% of the fair market value of the company’s market capitalization. A material change report in connection with the Private Placement will be filed less than 21 days before the closing of the Private Placement. This shorter period is reasonable and necessary in the circumstances as the Company wishes to complete the Offering in a timely manner.

About Treaty Creek

The Treaty Creek Project hosts the Goldstorm Deposit, comprising a large gold-copper porphyry system, as well as several other mineralized zones. The Goldstorm Deposit has an Indicated Mineral Resource of 730.20 million tonnes comprised of 21.66 million ounces gold grading 0.92 g/t, 2.87 billion pounds copper grading 0.18% and 128.73 million ounces silver grading 5.48 g/t and an Inferred Mineral Resource of 149.61 Mt comprised of 4.88 million ounces gold grading 1.01 g/t, 503.2 million pounds copper grading 0.15% and 28.97 million ounces silver grading 6.02 g/t, as disclosed in the “NI-43-101 Technical Report for the Treaty Creek Project”, dated April 5, 2024 prepared by Garth Kirkham Geosystems and JDS Energy & Mining Inc. The Goldstorm Deposit remains open in all directions and requires further exploration drilling to determine the size and extent of the Deposit.

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: