Tudor Upsizes and Closes Final Tranche of Flow-Through Financing
Tudor Gold Corp. (TSX-V: TUD) (Frankfurt: H56) reports that it has increased the size of its non-brokered private placement (previously announced on November 18, 2025, November 25, 2025 and December 4, 2025) to 13.16 million flow-through units (from 12.75 million Units) at a price of $0.95 per Unit for gross proceeds of approximately $12.5 million. The Company also reports that it has closed the second and final tranche of the Offering consisting of 1,245,262 Units for gross proceeds of $1,182,999. Total gross proceeds of the Offering were $12,506,722.
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) (the “Qualifying Expenditures”), 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.
In connection with the Offering, the Company paid finder’s fees of an aggregate of $641,758 and issued an aggregate of 675,532 broker warrants to arm’s length finders, representing 6% of the proceeds raised from subscriptions by, and 6% of the Units issued to, certain placees. The Offering is subject to the final approval of the TSX Venture Exchange. All securities issued pursuant to the Second Tranche are subject to a four-month hold period expiring on April 12, 2026. 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.
Insiders of the Company purchased an aggregate of 40,000 Units of the Second Tranche. The issuance of such securities to insiders is considered to be a related party transaction within the meaning of Exchange Policy 5.9 and Multilateral Instrument 61-101 (“MI 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 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.
