Tudor got the OK from Supreme Court for the spinout Vancouver, British Columbia--(Newsfile Corp. - August 4, 2022) - Tudor Gold Corp. (TSXV: TUD) (FSE: TUC) (the "Company" or "Tudor Gold") announced today that, further to its news releases dated July 13, 2021, February 1, 2022 and July 8, 2022 (the "Initial News Releases"), the Company obtained an interim order from the Supreme Court of British Columbia (the "Court") on August 3, 2022, authorizing the holding of its annual general and special meeting (the "Meeting") and matters relating to the conduct of the Meeting, including approval of the Arrangement (as defined below).
At the Meeting, shareholders of the Company (the "Shareholders") as of the record date, being August 3, 2022 (the "Record Date"), will be asked, among other things, to consider and, if deemed advisable, pass a special resolution (the "Arrangement Resolution") to approve a spin-out transaction (the "Arrangement") in accordance with the terms of the arrangement agreement entered into by the Company and Goldstorm Metals Corp. ("Goldstorm"), its wholly-owned subsidiary, on July 6, 2021, as further amended and restated on January 31, 2022, July 8, 2022 and July 28, 2022 (the "Arrangement Agreement") by way of a statutory plan of arrangement under section 288 of the Business Corporations Act (British Columbia).
Pursuant to the Arrangement, among other things:
- Shareholders as of the Record Date will receive approximately 0.251 of a common share of Goldstorm (a "Goldstorm Share") for every one common share of Tudor Gold held; and
- Goldstorm will acquire the Company's six contiguous Golden Triangle Area mineral properties, being the Mackie East, Mackie West, Fairweather, High North, Delta and Orion and Electrum properties in consideration for Goldstorm issuing 49,847,967 Goldstorm Shares to the Shareholders as of the Record Date.
For further information on the Arrangement, please refer to the Initial News Releases. Additional details of the Arrangement will be included in the Company's information circular prepared in connection with the Meeting, which will be mailed on or before August 11, 2022 to Shareholders as of the Record Date. The Meeting will be held on September 7, 2022 at 10:00 a.m. (Vancouver time) at 10th Floor, 595 Howe Street, Vancouver, British Columbia, V6C 2T5. Assuming no adjournment or postponement to the Meeting, the cut-off time to vote by proxy will be 10:00 a.m. (Vancouver time) on September 2, 2022.
The Arrangement is anticipated to be completed during the week of September 12, 2022, subject to obtaining Court, Shareholder and regulatory approval and the satisfaction of conditions set forth in the Arrangement Agreement.