Tudor Gold closes American Creek acquisition

Executive Summary

• Tudor Gold Corp. completed its acquisition of American Creek Resources Ltd., raising its ownership in the Treaty Creek project to 80 %.
• Shareholders of American Creek received 0.238 Tudor common shares per American Creek share; former insiders were settled with cash and 2,273,244 Tudor shares at C$0.537 per share.
• The transaction triggers delisting of American Creek from the TSX‑Venture and OTCQB, and Tudor will seek to cease reporting obligations for the subsidiary.

Key Details

• Acquisition Structure: All issued and outstanding common shares of American Creek were exchanged for Tudor shares at a ratio of 0.238 Tudor per American Creek share.
• Option & Warrant Treatment: Existing American Creek options were replaced with new options exercisable for Tudor shares on the same terms; American Creek warrants remain outstanding, convertible into Tudor shares at the same exchange ratio.
• Severance Settlement: Tudor paid $1 M in cash and issued 2,273,244 common shares (C$0.537 per share) to settle $1,220,733 severance obligations to former American Creek insiders; these settlement shares are subject to a statutory four‑month hold period.
• Ownership Impact: Tudor’s stake in the Treaty Creek project increased from 60 % to 80 %, enhancing its position on one of Canada’s largest gold discoveries.
• Delisting Schedule: American Creek shares will be delisted from the TSX Venture Exchange and OTCQB at market close on September 5, 2025.
• Regulatory Action: Tudor intends to file an application with securities regulators to cease American Creek’s status as a reporting issuer and terminate its public reporting obligations.
• Advisors & Fairness Opinion: DuMoulin Black LLP (legal counsel to Tudor); K MacInnes Law Group (legal counsel to American Creek); Infor Financial Inc. provided a fairness opinion to American Creek’s special committee.

Notable Quotes

“We welcome the American Creek shareholders to Tudor and are pleased with the increase in our interest to 80 % in the Treaty Creek project… Tudor is now positioned to attract a wider range of potential investors as we continue to strengthen the company…” – Joe Ovsenek, President & CEO, Tudor Gold Corp.