Tudor Gold Corp. (TSX-V: TUD) is pleased to announce that, due to strong investor demand, it has entered into an amended agreement with Research Capital Corporation, as the lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters, including Red Cloud Securities Inc. and Roth Canada, ULC, to increase the size of its previously announced bought-deal, private placement offering from $10,000,000 to approximately $16,000,000 in aggregate gross proceeds to the Company. Mr. Eric Sprott, through 2176423 Ontario Ltd., has indicated his intention to subscribe in the Offering.

The Offering consists of securities of the Company in a combination of:

1. a) flow-through units of the Company at a price of $1.28 per FT Unit. Each FT Unit will consist of one common share of the Company that will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) and one-half of one Common Share purchase warrant; and
2. b) flow-through units of the Company to be sold to charitable purchasers at a price of $1.60 per Charity FT Unit. Each Charity 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 that will be issued as part of a charity arrangement and one-half of one Warrant.

Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $1.60 per Warrant Share at any time up to 24 months following the closing of the Offering.

The entire 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 and “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, 2024 and  renounced with an effective date no later than December 31, 2023 to the initial purchasers of FT Units and Charity FT Units.

The Underwriters will have an option to offer for sale up to an additional 15% of the number of Offered Securities sold in the Offering, which Underwriters’ Option is exercisable, in whole or in part, at any time up to 48 hours prior to the closing of the Offering.

The Offered Securities to be issued under the Offering will be offered by way of private placement in each of the provinces of Canada. The Offering is scheduled to close on or about the week of April 12, 2023, or such other date as agreed upon between the Company and the Lead Underwriter 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 Offered Securities and securities underlying the Compensation Warrants (as defined herein) to be issued under the Offering will have a hold period of four months and one day from Closing.

In connection with the Offering, the Underwriters will receive an aggregate cash fee equal to 6.0% of the gross proceeds from the Offering (including in respect of any exercise of the Underwriters’ Option) and the Company will grant the Underwriters, on date of Closing, non-transferable compensation warrants equal to 6.0% of the total number of Offered Securities sold under the Offering (including in respect of any exercise of the Underwriters’ 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 Compensation Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $1.28 per Common Share for a period of 24 months following the Closing.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

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 Newcrest Mining’s Brucejack Mine property to the southeast.