| Tudor Gold Corp. (TSXV:TUD) (the "Company") is pleased to announce that it has entered into an agreement with Research Capital Corporation, as lead agent and sole bookrunner, on behalf of a syndicate of agents (the "Agents"), in connection with a best efforts, private placement offering (the "Offering") for aggregate gross proceeds of up to $20,000,000 in a combination of: a) units of the Company (the "Units") at a price of $2.00 per Unit. Each Unit will consist of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"); b) flow-through units of the Company (the "FT Units") at a price of $2.40 per FT Unit. Each FT Unit will consist of one Common Share that will qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act") (each, a "FT Common Share") and one-half of one Warrant; and c) flow-through units of the Company to be sold to charitable purchasers (the "Charity FT Units") at a price of $2.85 per Charity FT Unit. Each Charity FT Unit will consist of one Common Share that will qualify as "flow-through shares" within the meaning of subsection 66(15) of the Tax Act that will be issued as part of a charity arrangement (each, a "Charity FT Common Share") and one-half of one Warrant. Each Warrant shall entitle the holder thereof to purchase one Common Share (a "Warrant Share") at an exercise price of $2.80 per Warrant Share at any time up to 24 months following the Closing (as defined herein). Eric Sprott, through 2176423 Ontario Ltd, a corporation beneficially owned by him, is expected to participate in the Offering. The net proceeds from the sale of Units will be used for its ongoing exploration drilling program, working capital requirements and other general corporate purposes. The net proceeds from the sale of FT Units and Charity FT Units will be used to incur eligible "Canadian exploration expenses" ("CEE") that are "flow-through mining expenditures" (as such term is defined in the Tax Act) related to exploration expenses on the Company's Treaty Creek flagship property, located in Golden Triangle of northwestern British Columbia, as permitted under the Tax Act to qualify as CEE. The Company will renounce such CEE to the purchasers of the FT Units and Charity FT Units with an effective date of no later than December 31, 2022. The Agents will have an option (the "Agents' Option") to offer for sale up to an additional 15% of the number of Units, FT Units and Charity FT Units sold in the Offering, which Agents' Option is exercisable, in whole or in part, at any time up to 48 hours prior to the closing of the Offering. The Units, FT Units and Charity FT Units to be issued under the Offering will be offered by way of private placement in each of the provinces of Canada. The Units will also be offered to such other jurisdictions as may be determined by the Company, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. The Offering is scheduled to close on or about March 30, 2022, or such other date as agreed upon between the Company and the Agents (the "Closing") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The Units, FT Units and Charity FT Units and securities underlying the Compensation Warrants (as defined herein) to be issued under the Offering will have a hold period of four months and one day from Closing. In connection with the Offering, the Agents will receive an aggregate cash fee equal to 6.0% of the gross proceeds from the Offering, including in respect of any exercise of the Agents' Option. In addition, the Company will grant the Agents, on date of Closing, non-transferable compensation warrants (the "Compensation Warrants") equal to 6.0% of the total number of Units, FT Units and Charity FT Units sold under the Offering (including in respect of any exercise of the Agents' Option). Each Compensation Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $2.00 per Common Share for a period of 24 months following the Closing. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction. About Tudor Gold Corp. 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. |