Tudor Gold Announces Non-Brokered Private Placement of up to $1.5 Million Flow-Through and $500,000 Non-Flow-Through Financing

Vancouver, British Columbia--(Newsfile Corp. - May 28, 2019) - Tudor Gold Corp. (TSXV: TUD) (FSE: TUC) (the "Company" or "Tudor Gold") is pleased to announce that it plans to arrange a non-brokered private placement of flow-through units of the Company ("FT Units") and non-flow-through units of the Company ("Non-FT Units") for aggregate gross proceeds of up to $2,000,000 (collectively, the "Offering").

The Company intends to issue up to 4,687,500 FT Units under the Offering at a purchase price of $0.32 per FT Unit, for gross proceeds of up to $1,500,000. Each FT Unit will be comprised of one flow-through common share of the Company (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)) and one-half of one transferable non-flow-through common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one additional common share of the Company ( a "Common Share") at an exercise price of $0.50 per Common Share for a period of one year from the closing of the Offering (the "Closing Date"), provided that commencing on the date that is four months and one day after the Closing Date, if the closing price of the Common Shares on the TSX Venture Exchange (the "Exchange"), or any other stock exchange on which the Common Shares are listed, is greater than $1.00 per Common Share for a period of ten (10) consecutive trading days, the Company will have the right to accelerate the expiry date of the Warrants by giving written notice to the holders of the Warrants that the Warrants will expire on the date that is not less than 30 days from the date of such notice.

In addition to the FT Units, the Company will issue up to 1,666,667 Non-FT Units under the Offering, at a purchase price of $0.30 per Non-FT Unit for total proceeds of up to $500,000. Each Non-FT Unit will be comprised of one Common Share and one whole Warrant having the same attributes as the Warrants comprising part of the FT Units.

The proceeds from the sale of the FT Units will be used to fund Company's 2019 Treaty Creek and other exploration plans at Tudor Gold's projects in British Columbia's Golden Triangle. The proceeds from the Non-FT Units will be used for general corporate working capital purposes.

All securities to be issued pursuant to the Offering will be subject to a four month hold period commencing on the Closing Date, in accordance with applicable Canadian securities laws, in addition to any other restrictions applicable under the policies of the Exchange or securities laws of jurisdictions outside Canada where the FT Units and Non-FT Units are sold.

The Company may pay finder's fee to arm's length finders for the sale of the FT Units and Non-FT Units. The Offering is subject to all necessary regulatory approvals, including the approval of the Exchange.

About Tudor Gold

Tudor Gold is a precious and base metals explorer with properties in British Columbia's Golden Triangle, an area that hosts 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. The Company also has a 60% interest in the Electrum project, earn in options and 100% interest in other prospective exploration projects located in the Golden Triangle area.

"Walter Storm"

Walter Storm
President and Chief Executive Officer

For further information, please visit the Company's website at www.tudor-gold.com or contact:

Catalin Kilofliski 
Director Corporate Development and Communications
Tel. 604-559-8092
Email: [email protected]

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

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially.

All statements including, without limitation, statements relating to the ability to complete the Offering on the proposed terms or at all, anticipated use of proceeds from the Offering and receipt of regulatory approvals with respect to the proposed Offering as well as any other future plans, objectives or expectations of the Company are forward-looking statements that involve various risks and uncertainties. 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 risks relating to the actual results of current exploration activities, fluctuating gold prices, possibility of equipment breakdowns and delays, exploration cost overruns, availability of capital and financing, general economic, market or business conditions, regulatory changes, timeliness of government or regulatory approvals and other risks detailed herein and from time to time in the filings made by the Company with securities regulators. 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/45085