Tudor Gold Closes Acquisition of American Creek

Rhea-AI Summary

Tudor Gold (TSXV: TUD) has completed the acquisition of American Creek Resources Ltd., increasing its ownership in the Treaty Creek Project to 80%. Under the transaction terms, American Creek shareholders received 0.238 Tudor shares for each AMK share held.

The deal includes replacement options for AMK option holders at the same exchange ratio, while AMK warrants remain outstanding with adjusted terms. Tudor settled $1 million in cash severance and issued 2,273,244 shares valued at $0.537 per share to settle $1.22 million in severance payments to former AMK insiders.

American Creek shares will be delisted from TSX Venture Exchange and OTCQB on September 5, 2025.

Positive

• Increased ownership to 80% in Treaty Creek Project, one of Canada's largest gold discoveries
• Enhanced positioning to attract wider range of potential investors
• Strategic consolidation of ownership strengthens path toward production
• Project shows excellent potential for expansion and high-grade mineralization

Negative

• Significant cash and share-based severance payments totaling $2.22 million
• Dilution for existing Tudor shareholders due to share issuance
• Additional warrant obligations could lead to further dilution upon exercise

Vancouver, British Columbia--(Newsfile Corp. - September 4, 2025) - Tudor Gold Corp. (TSXV: TUD) (FSE: H56) ("Tudor" or the "Company") is pleased to report the completion of the acquisition (the "Transaction") of American Creek Resources Ltd. ("American Creek" or "AMK") to increase its interest to 80% in the Treaty Creek Project, located in the Golden Triangle in northwest British Columbia.

The Transaction was completed pursuant to the arrangement agreement ("Arrangement Agreement") previously announced on June 26, 2025. Under the terms of the Arrangement Agreement, Tudor has acquired all of the issued and outstanding common shares of American Creek, which is now a wholly-owned subsidiary of Tudor. Each American Creek shareholder received 0.238 of a common share of Tudor for each American Creek share held (the "Exchange Ratio"). Each AMK option was replaced with replacement options pursuant to the Arrangement Agreement, exercisable for Tudor Shares at the Exchange Ratio. All other terms and conditions of the replacement options, including the term of expiry, vesting, conditions to and manner of exercising, are the same as the AMK options for which they were exchanged. Warrants to purchase common shares of AMK, will continue to remain outstanding as warrants of AMK which, upon exercise, will entitle the holder thereof to receive the Tudor Shares at the Exchange Ratio in lieu of a common share of AMK for each warrants so exercised.

"We welcome the American Creek shareholders to Tudor and are pleased with the increase in our interest to 80% in the Treaty Creek Project, which hosts one of the largest gold discoveries in Canada with excellent potential for expansion and high-grade mineralization," commented Joe Ovsenek, President and CEO of Tudor Gold. "With our increased ownership of the Treaty Creek Project, Tudor is now positioned to attract a wider range of potential investors as we continue to strengthen the company to build on our exploration success and advance Treaty Creek on the path toward production."

Tudor settled $1,000,000 in severance payments in cash and issued an aggregate of 2,273,244 common shares in the capital of Tudor at a per share price of $0.537 in settlement of $1,220,733 in severance payments to certain former insiders of AMK (the "Settlement Shares"). The Settlement Shares are subject to a statutory four-month hold period.

The AMK shares are expected to be delisted from the TSX Venture Exchange and the OTCQB at the close of trading on September 5, 2025, and the Company intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.

Further information regarding the Transaction is contained in the management information circular of American Creek dated July 25, 2025, which is available under American Creek's issuer profile on SEDAR+ (www.sedarplus.ca).

Advisors and Counsel

DuMoulin Black LLP is acting as legal counsel to Tudor.

K MacInnes Law Group is acting as legal counsel to American Creek. INFOR Financial Inc. provided a fairness opinion to American Creek's special committee that the Transaction is fair from a financial point of view to the securityholders of American Creek subject to the assumptions, limitations and qualifications set out in such fairness opinion.

About Tudor Gold

Tudor Gold Corp. is a precious and base metals exploration and development company with claims 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 Newmont Corporation's Brucejack property to the southeast.

For further information, please visit the Company's website at www.tudor-gold.com or contact:

Joseph Ovsenek President & CEO (778) 731-1055 Tudor Gold Corp. Suite 789, 999 West Hastings Street Vancouver, BC V6C 2W2 info@tudorgoldcorp.com (SEDAR+ filings: Tudor Gold Corp.)

Chris Curran Vice President of Investor Relations and Corporate Development (604) 559 8092 chris.curran@tudor-gold.com

 

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements

This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this news release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. These forward-looking statements include, among other things, statements relating to the anticipated timing for delisting of the AMK shares from the TSX Venture Exchange and the [OTCQB] and submission of an application by AMK to cease to be a reporting issuer.

Such forward-looking statements are based on a number of assumptions of management, including, without limitation, the anticipated timing of the delisting of the AMK shares from the TSX Venture Exchange and the [OTCQB] and potential future revenue and cost synergies resulting from the Transaction.

These forward-looking statements are not guarantees of future results and involve risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements. Risks and uncertainties that may cause such differences include but are not limited to: that the delisting of the AMK shares from the TSX Venture Exchange and the [OTCQB] and submission of an application by AMK to cease to be a reporting issuer will not be completed on the timeline or as anticipated by management or at all.

Tudor expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/265103

FAQ

What is the exchange ratio in Tudor Gold's acquisition of American Creek?

American Creek shareholders received 0.238 Tudor Gold shares for each American Creek share held.

When will American Creek (AMK) shares be delisted from the TSX Venture Exchange?

American Creek shares are expected to be delisted from both TSX Venture Exchange and OTCQB at the close of trading on September 5, 2025.

How much did Tudor Gold pay in severance payments for the American Creek acquisition?

Tudor Gold paid $1 million in cash and issued shares worth $1.22 million for total severance payments of $2.22 million.

What percentage ownership does Tudor Gold now have in the Treaty Creek Project?

Following the acquisition, Tudor Gold now owns 80% of the Treaty Creek Project.

What happens to American Creek's existing stock options and warrants?

AMK options were replaced with Tudor options at the 0.238 exchange ratio, while AMK warrants remain outstanding but will provide Tudor shares at the exchange ratio upon exercise.