
Tudor Gold Corp. (TSX-V: TUD) (FSE: H56) 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 and by way of private placement. The Offerings were led by Research Capital Corporation, as the lead agent and sole bookrunner and Roth Canada, Inc. In connection with the Offerings the Company issued:
Each whole Warrant entitles 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 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), 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 Offerings, the Company paid to the Agents a cash commission of approximately $885,436 and issued to the Agents 1,450,505 non-transferable broker warrants. Each Broker Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.50 per Common Share for a period of 36 months from the date of issuance.
The Offerings are subject to the final approval of the TSX Venture Exchange. The FT Units and underlying securities issued under the Private Placement Offering were offered by way of the accredited investor exemptions provided under section 2.3 of NI 45-106 and are subject to a four-month hold period from the date of issuance under applicable Canadian securities laws.
The securities described herein 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.
Related parties of the Company purchased an aggregate of 2,227,000 Common Shares and 1,113,500 Warrants in the Offerings. The issuance of such securities to these related parties are each considered to be a related party transaction within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101. The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 (and Policy 5.9) as the fair market value of the securities issued to such parties does not exceed 25% of the Company’s market capitalization.
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.
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