Tudor Gold Announces Closing of $11.5 Million Brokered LIFE Offering, with Participation by Eric Sprott
Tudor Gold Corp. (TSX-V: TUD) (Frankfurt: H56) is pleased to announce that it has closed its previously announced brokered, best-efforts private placement offering of 14,375,000 units of the Company at a price of $0.80 per Unit for aggregate gross proceeds of $11.5 million, including the full exercise of the over-allotment option. The Offering was led by Research Capital Corporation, as the lead agent and sole bookrunner and Roth Canada, Inc.
Each Unit consists of one common share of the Company and one-half of one Common Share purchase warrant. Each whole Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $1.20 per Common Share for a period of 24 months following the closing of the Offering.
The Offering was completed by way of the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions. The Units offered under the Listed Issuer Financing Exemption will be immediately “free-trading” upon closing of the Offering under applicable Canadian securities laws.
The net proceeds from the Offering will be used for working capital and general corporate purposes.
A related party of the Company acquired 2,500,000 Common Shares and 1,250,000 Warrants pursuant to the Offering. The issuance of such securities to this related party is 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 party does not exceed 25% of the Company’s market capitalization. The Company did not file a material change report in respect of the related party transaction at least 21 days prior to the closing of the Offering, which the Company deems reasonable in the circumstances so as to be able to avail itself of the proceeds of the Offering in an expeditious manner.
In connection with the Offering, the Company paid to the Agents a cash commission of approximately $690,000 and issued to the Agents 750,000 non-transferable broker warrants. Each Broker Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $1.20 per Common Share for a period of 24 months from the date of issuance.
The Offering is subject to the final approval of the TSX Venture Exchange.
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.
About Tudor Gold
Tudor Gold 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.
