Tudor Gold Announces Filing of Goldstorm Spin-Off Material and Entering into of Amended and Restated Arrangement Agreement
Vancouver, British Columbia--(Newsfile Corp. - February 1, 2022) - Tudor Gold Corp. (TSXV: TUD) (FSE: TUC) (the "Company" or "Tudor Gold") is pleased to announce that further to its news release dated July 13, 2021, Tudor has submitted the draft information circular and listing application (the "Spin-off Documents") in connection with the proposed spin-off of its six contiguous mineral properties located in the Golden Triangle Area in northwestern British Columbia (collectively, the "Crown Property") by way of plan of arrangement (the "Arrangement") to its wholly-owned subsidiary, Goldstorm Metals Corp. ("Goldstorm").
The Company anticipates announcing a proposed date for its next annual general meeting of the shareholders of the Company to approve, among other things, the aforementioned spin-off following receipt of the TSX Venture Exchange's comments on the Spin-out Documents.
The Company further announces that it has entered into an amended and restated arrangement agreement (the "Amended Agreement") with Goldstorm in connection with the Arrangement. Pursuant to the Amended Agreement, among other things:
Tudor Gold shareholders will receive approximately 0.258 of a common share of Goldstorm for every one common share of Tudor Gold held; and
Goldstorm will acquire the Crown Property in consideration for Goldstorm issuing 49,399,999 Goldstorm Shares to Tudor Gold.
The Amended Agreement also contemplates the completion of an additional non-brokered private placement of common shares of Goldstorm for gross proceeds of at least $3.9 million.
Additional details of the Arrangement will be included in the information circular to be mailed to shareholders of Tudor Gold in connection with the next annual general meeting of Tudor Gold referred to above.
About Tudor Gold
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 Pretium Resources Inc.'s Brucejack property to the southeast. In April 2021 Tudor published their 43-101 technical report, "Technical Report and Initial Mineral Resource Estimate of the Treaty Creek Gold Property, Skeena Mining Division, British Columbia Canada" dated March 1, 2021 on the Company's Sedar profile. The Company also has a 100% interest in the Crown project and a 100% interest in the Eskay North project, all located in the Golden Triangle area.
ON BEHALF OF THE BOARD OF DIRECTORS OF
TUDOR GOLD CORP.
"Ken Konkin"
Ken Konkin
President and Chief Executive Officer
For further information, please visit the Company's website at www.tudor-gold.com or contact:
Chris Curran
Head of Corporate Development and Communications
Phone: (604) 559 8092
E-Mail: chris.curran@tudor-gold.com
or
Carsten Ringler
Head of Investor Relations and Communications
Phone: +49 151 55362000
E-Mail: carsten.ringler@tudor-gold.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to the Company's intention to complete the Arrangement and proposed financing of Goldstorm on the terms and timing as anticipated by management and the activities, events or developments that the Company expects or anticipates will or may occur in the future, including the expectation that the Company will set the date of the Company's next annual general meeting of the shareholders following receiving comments from the TSX Venture Exchange on the Spin-off Documents. Generally, but not always, forward-looking information and statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connation thereof.
Such forward-looking information and statements are based on numerous assumptions, including among others, that the Company will complete the Arrangement and proposed financing of Goldstorm on the terms and timing as anticipated by management and that the Company will set the date of the Company's next annual general meeting of the shareholders following receiving comments from the TSX Venture Exchange on the Spin-off Documents. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.
There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's plans or expectations include the risk that the Company will not complete the Arrangement and proposed financing of Goldstorm on the terms and timing as anticipated by management or at all, that the TSX Venture Exchange or the Supreme Court of British Columbia will not provide final approval to complete the Arrangement, the risk that the Company will not set the date of the Company's next annual general meeting of the shareholders following receiving comments from the TSX Venture Exchange on the Spin-off Documents or at all and other risks detailed herein and from time to time in the filings made by the Company with securities regulators.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.
The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/112404
