Tudor Gold closes $11.5-million private placement

Executive Summary

• Tudor Gold Corp. has closed its previously announced brokered, best efforts private placement offering, raising aggregate gross proceeds of $11.5 million.
• The offering consisted of 14,375,000 units priced at $0.80 per unit, including the full exercise of the overallotment option, with participation from Eric Sprott.
• Net proceeds will be utilized for working capital and general corporate purposes.

Key Details

• Gross Proceeds: $11.5 million.
• Units Sold: 14,375,000 units.
• Price Per Unit: $0.80.
• Underwriters/Agents: Research Capital Corp. (lead agent and sole bookrunner) and Roth Canada Inc.
• Unit Composition: Each unit consists of one common share and one-half of one common share purchase warrant.
• Warrant Terms: Each whole warrant entitles the holder to purchase one common share at an exercise price of $1.20 per share for a period of 24 months following closing.
• Regulatory Basis: Completed via the listed issuer financing exemption under Part 5A of National Instrument 45-106; units are immediately free trading.
• Use of Proceeds: Working capital and general corporate purposes.
• Related Party Transaction: A related party acquired 2.5 million common shares and 1.25 million warrants. The company relied on exemptions from valuation and minority shareholder approval requirements of MI 61-101 and Policy 5.9, as the fair market value did not exceed 25% of market capitalization. No material change report was filed 21 days prior to closing.
• Agent Compensation:
  • Cash commission: Approximately $690,000.
  • Broker Warrants: 750,000 non-transferable warrants issued to agents.
  • Broker Warrant Terms: Each entitles the holder to purchase one common share at $1.20 per share for 24 months from issuance.
• Status: Subject to final approval of the TSX Venture Exchange.