Base Shelf Prospectus Accessible and Prospectus Supplement to be Accessible on SEDAR+ within 2 Business Days

Tudor Gold Corp. (TSX-V: TUD) (Frankfurt: H56) announces that it has entered into an agreement with Research Capital Corporation, as the lead agent and sole bookrunner on behalf of a syndicate of agents, in connection with a best efforts offering of securities of the Company for aggregate gross proceeds to the Company of approximately $10,000,000 in a combination of:

• non-flow-through units of the Company at a price of $0.50 per NFT Unit, to be issued under a prospectus supplement to the Company’s final short form base shelf prospectus dated August 2, 2023. Each NFT Unit will consist of one common share of the Company and one-half of one Common Share purchase warrant;
• flow-through units of the Company to be sold to charitable purchasers at a price of $0.75 per Charity FT Unit, to be issued pursuant to the Prospectus Offering. Each Charity FT Unit will consist of one Common Share that will qualify as “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (that will be issued as part of a charity arrangement and one-half of one Warrant; and
• flow-through units of the Company at a price of $0.60 per FT Unit, to be issued under a private placement pursuant to applicable prospectus exemptions in accordance with National Instrument 45-106 – Prospectus Exemptions. Each 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 and one-half of one Warrant.

Each whole Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.75 per Warrant Share at any time up to 36 months following the closing of the Offerings.

Mr. Eric Sprott, through 2176423 Ontario Ltd., has indicated his intention to participate in the transaction.

The Agents will have an option to offer for sale up to an additional 15% of the number of Offered Securities sold in the Offerings, which Over-Allotment Option is exercisable, in whole or in part, at any time and from time to time up to 30 days following the closing of the Offerings.

The Offerings are scheduled to close on or about May 29, 2025, or such other date as agreed upon between the Company and the Lead Agent and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.

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.

The 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, “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 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.

In connection with the Prospectus Offering, the Company intends to file a prospectus supplement to the Company’s short form base shelf prospectus dated August 2, 2023, with the securities regulatory authorities in all provinces of Canada, except Quebec, within two (2) business days of the date of this news release. Access to the Base Shelf Prospectus, the Prospectus Supplement, and any amendment to the documents is provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The Prospectus Supplement (together with the related Base Shelf Prospectus) will be available on SEDAR+ at www.sedarplus.ca.

The FT Units will be offered to accredited investors in each of the provinces of Canada pursuant to applicable prospectus exemptions in accordance with National Instrument 45-106 – Prospectus Exemptions and will have a statutory hold period of four months and one day from Closing.

In connection with the Offerings, the Agents will receive an aggregate cash fee equal to 6.0% of the gross proceeds from the Offerings (including in respect of any exercise of the Over-Allotment Option) and the Company will grant the Agents, on date of Closing, non-transferable broker warrants equal to 6.0% of the total number of Offered Securities sold under the Offerings (including in respect of any exercise of the Over-Allotment Option), other than proceeds from the Company’s president’s list in which the cash commission and Compensation Warrants will be reduced to 3.0%. Each Broker Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $0.50 per Common Share for a period of 36 months following the Closing.

The securities being offered pursuant to the Offerings have not been, nor will they be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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 a 60% interest) borders Seabridge Gold Inc.’s KSM property to the southwest and borders Newmont Corporation’s Brucejack property to the southeast.