Tudor Gold Signs Definitive Agreement to Acquire American Creek

Vancouver, British Columbia--(Newsfile Corp. - June 26, 2025) - Tudor Gold Corp. (TSXV: TUD) (FSE: H56) ("Tudor" or the "Company") announces that, further to its news release dated June 9, 2025, the Company has entered into a definitive agreement dated June 25, 2025 (the "Arrangement Agreement") with American Creek Resources Ltd. (TSXV: AMK) (OTCQB: ACKRF) ("American Creek") pursuant to which Tudor will acquire all of the issued and outstanding common shares of American Creek (the "Transaction"). Each American Creek shareholder will be entitled to receive 0.238 of a common share of Tudor ("Tudor Shares") for each American Creek share held (the "Exchange Ratio").

"Our acquisition of American Creek increases 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 additional gold-copper discoveries, at a reasonable per ounce of gold equivalent cost," commented Joe Ovsenek, President and CEO of Tudor Gold. "With an increased ownership of the Treaty Creek Project, Tudor is better positioned to attract a wider range of potential investors to the developing story of this high-quality gold-copper asset. We welcome the American Creek shareholders to Tudor as we continue to strengthen the company to build on our exploration success and advance Treaty Creek on the path toward production."

Currently, American Creek holds a 20% carried interest, and Tudor a 60% interest, in the Treaty Creek Project located in northwest British Columbia. On completion of the Transaction, Tudor will hold an 80% interest in the Treaty Creek Project. The Treaty Creek Project hosts the Goldstorm Deposit, comprising a large gold-copper porphyry system, as well as several other mineralized zones.

Transaction Structure

Pursuant to the terms of the Arrangement Agreement, each American Creek shareholder will receive 0.238 of a Tudor Share in exchange for each American Creek share held. Following completion of the transaction, existing American Creek shareholders will own approximately 30% of the total issued and outstanding share capital of Tudor.

Each AMK option will be replaced with replacement options under the Arrangement, 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.

The Transaction is expected to be completed by way of a court approved Plan of Arrangement under the Business Corporations Act (British Columbia) and will require the approval of (i) at least 66⅔% of the votes cast by American Creek shareholders; and (ii) if applicable, a majority of the votes cast by American Creek shareholders present in person or represented by proxy at the American Creek annual general and special meeting, excluding, for this purpose, votes attached to American Creek shares held by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The shareholders of Tudor are not required to vote on the Transaction. The Transaction is an arm's length transaction in accordance with the policies of the TSXV.

In addition to American Creek shareholder approval and court approval, the Transaction is subject to applicable regulatory approvals including, but not limited to, TSX Venture Exchange ("TSXV") approval and the satisfaction of certain other closing conditions customary in transaction of this nature. The Arrangement Agreement contains customary provisions including non-solicitation, "fiduciary out" and "right to match" provisions. The Transaction is anticipated to be completed on or about August 31, 2025.

Further information regarding the Transaction will be contained in a management information circular that American Creek will prepare, file and mail to the American Creek shareholders in connection with the special meeting of the American Creek shareholders to be held to consider the Transaction. A copy of the Arrangement Agreement will be filed on each of Tudor's and American Creek's SEDAR+ profiles at www.sedarplus.com and a copy of the information circular will be filed on American Creek's SEDAR+ profile at www.sedarplus.ca.

The Tudor Shares to be issued under the Transaction have not been and will not be registered under the U.S. Securities Act of 1933, and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements. It is anticipated that any securities to be issued under the Transaction will be offered and issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933 provided by Section 3(a)(10) thereof. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.

Tudor has agreed with certain insiders of American Creek to settle up to $1,000,000 in severance payments in cash and up to $1,220,000 in severance payments in Tudor Shares at a per share price of $0.537 (the "Settlement Shares"). The settlement remains subject to approval of the TSXV. The Settlement Shares will be subject to a statutory four-month hold period.

Board Approvals and Voting Support

The Transaction has been unanimously recommended by the American Creek Special Committee and approved by the board of directors of both Tudor and American Creek. The board of directors of American Creek received a fairness opinion with respect to the fairness of the consideration to be received by the securityholders of American Creek under the Transaction, from a financial point of view.

Directors and officers of American Creek and certain of American Creek's major shareholders, including a company controlled by Eric Sprott, and other securityholders, holding in the aggregate approximately 16.5% of the outstanding American Creek shares, have each entered into customary voting and support agreements to, amongst other things, vote in favour of the Transaction at the special meeting of American Creek shareholders.

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.

About American Creek

American Creek is a proud partner in the Treaty Creek Project, a joint venture with Tudor Gold Corp. located in BC's prolific "Golden Triangle". American Creek holds a fully carried 20% interest in the Treaty Creek Project until a production notice is given, meaning that no exploration or development costs are incurred by American Creek until such time as a production notice has been issued. American Creek shareholders have a unique opportunity to avoid the dilutive effects of exploration while maintaining their full 20% exposure to one of the world's most exciting mega deposits. The Company also holds the Austruck-Bonanza gold property located near Kamloops, BC.

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

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 regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements

In this news release, forward-looking statements relate to, among other things, statements regarding: the Transaction;; the receipt of necessary shareholder, court and regulatory approvals for the Transaction; the anticipated timeline for completing the Transaction; the terms and conditions pursuant to which the Transaction will be completed, if at all; the anticipated benefits of the Transaction including, but not limited to Tudor having an 80% interest in the Treaty Creek Project; 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.

In respect of the forward-looking statements concerning the Transaction, including the anticipated timing for completion of the Transaction including, but not limited to the expectation of Tudor having an 80% interest in the Treaty Creek Project, Tudor has relied on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, shareholder, stock exchange and other third party approvals and the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the Transaction. This timeline may change for a number of reasons, including unforeseen delays in preparing meeting materials; inability to secure necessary regulatory, court, shareholder, stock exchange or other third-party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Transaction. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times.

Risks and uncertainties that may cause such differences include but are not limited to: the risk that the Transaction may not be completed on a timely basis, if at all; the conditions to the consummation of the Transaction may not be satisfied; the risk that the Transaction may involve unexpected costs, liabilities or delays; the possibility that legal proceedings may be instituted against the Tudor, American Creek and/or others relating to the Transaction and the outcome of such proceedings; the possible occurrence of an event, change or other circumstance that could result in termination of the Transaction; risks relating to the failure to obtain necessary shareholder and court approval; other risk factors as detailed from time to time and additional risks identified in Tudor's and American Creek's filings with Canadian securities regulators on SEDAR+ in Canada (available at www.sedarplus.ca). Failure to obtain the requisite approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the Transaction, may result in the Transaction not being completed on the proposed terms, or at all. In addition, if the Transaction is not completed, the announcement of the Transaction and the dedication of substantial resources of Tudor to the completion of the Transaction could have a material adverse impact on each of Tudor's share price, its current business relationships and on the current and future operations, financial condition, and prospects of Tudor.

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/256900