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.
About Tudor Gold
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 Gold 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.
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 Statement Regarding Forward-Looking Information
All statements, trend analysis and other information contained in this press release about anticipated future events or results constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. All statements, other than statements of historical fact, included herein, including, without limitation, statements regarding the completion of the Arrangement and the results of the Meeting are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements since the Company can give no assurance that such expectations will prove to be correct. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including the risks, uncertainties and other factors identified in the Company’s periodic filings with Canadian securities regulators, and assumptions made with regard to: the Company’s ability to complete the proposed Arrangement on the terms and conditions contemplated, or at all; the Companies’ ability to secure the necessary shareholder, Court and regulatory approvals required to complete the Arrangement; the estimated costs associated with the Arrangement; the timing of the Meeting and the Arrangement, and the general stability of the economy and the industry in which the Company operates. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Important factors that could cause actual results to differ materially from the Company expectations include risks associated with the business of the Company; risks related to the satisfaction or waiver of certain conditions to the closing of the Arrangement; non-completion of the Arrangement; risks related to the Company failing to obtain the requisite shareholder approval required for the Arrangement; risks relating the number of dissenting shareholders requiring fair value for their securities in connection with the Arrangement; risks related to exploration and potential development of the Company projects; business and economic conditions in the mining industry generally; fluctuations in commodity prices and currency exchange rates; the need for cooperation of government agencies and native groups in the issuance of required permits; the need to obtain additional financing to develop properties, and uncertainty as to the availability and terms of future financing; and other risk factors as detailed from time to time and additional risks identified in the Company filings with Canadian securities regulators on SEDAR in Canada (available at www.sedar.com). Forward-looking statements are based on estimates and opinions of management at the date the statements are made. The Company does not undertake any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.
Swiss Resource Capital AG
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Head of Corporate Development and Communications
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Telefon: +41 (71) 3548501