Thunder Gold Closes $1 Million Non-Brokered Private Placement

Rhea-AI Summary

Thunder Gold Corp (TSXV: TGOL) (OTCQB: TGOLF) has closed a non-brokered private placement, raising approximately $1,000,000. The company issued 33,333,333 Units at $0.03 per Unit, with each Unit consisting of one common share and one warrant. Warrants are exercisable at $0.10 per share for 36 months, subject to accelerated expiry. The financing included insider participation and finder's fees. Proceeds will be used for general working capital and to advance the company's Tower Mountain Gold Property in Ontario. The securities are subject to a four-month hold period and have not been registered under the U.S. Securities Act.

Positive

• Successful completion of $1 million private placement
• Insider participation in the financing, showing management confidence
• Proceeds to be used for advancing Tower Mountain Gold Property
• 36-month warrant term provides potential for future capital influx

Negative

• Dilution of existing shareholders due to issuance of new shares
• Majority of proceeds allocated to general working capital rather than specific project development

Thunder Bay, Ontario--(Newsfile Corp. - September 9, 2024) - Thunder Gold Corp (TSXV: TGOL) (FSE: Z25) (OTCQB: TGOLF) (formerly White Metal Resources Corp)  ("Thunder Gold" or the "Company") is pleased to announce it has closed the second and final tranche of the non-brokered private placement previously announced on August 14, 2024 (the "Financing"). The Company has issued 11,216,667 Units at a price of $0.03 per Unit for aggregate gross proceeds of approximately $336,500 in connection with the second tranche of the Financing, bringing the total size of the Financing to 33,333,333 Units for aggregate gross proceeds of approximately $1,000,000.

Each Unit consists of one common share of the Company and one common share purchase warrant (the "Warrant"), entitling the holder to purchase one additional common share of the Company at a price of $0.10 per share for a period of 36 months from the date of issue. Each Warrant shall be subject to an accelerated expiry date at the option of the Company in the event the twenty (20) day volume-weighted average price of the common shares of the Company on the TSX Venture Exchange (the "TSXV") for any twenty (20) consecutive trading days is $0.20 or more.

All securities issued in connection with the Financing, including the Finder's Warrants, are subject to the statutory hold period of four months plus a day from the date of issuance, in accordance with applicable securities legislation and the policies of the TSXV. The Financing is subject to the final approval of the TSXV.

The Company paid an aggregate of approximately $19,650 and issued an aggregate of 655,000 finder warrants ("Finder Warrants") as finder's fees to certain persons who assisted the Company in connection with the Financing. There were no finder's fees paid in the second tranche. Each Finder Warrant will entitle the holder thereof to purchase one common share of the Company at a price of $0.10 per share for a period of 36 months from the date of issue. PowerOne Capital Markets Limited, among others, acted as a finder in connection with the first tranche of the Financing.

The second tranche of the Financing included subscriptions by insiders of the Company to purchase an aggregate of 4,333,334 Units, which constitutes a "related party transaction" as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company's market capitalization (as determined under MI 61-101).

Proceeds of the Financing will be used for general working capital purposes and to advance the Company's 100% owned Tower Mountain Gold Property, located in the Shebandowan Greenstone Belt, fifty (50) kms west of the port city of Thunder Bay ON. It is expected the majority of the proceeds will be used for general working capital purposes with no other specific use representing 10% or more of the gross proceeds of the Financing. None of the proceeds from the Financing will be used for payments to non-arm's length parties of the Company, other than normal course compensation of its officers, directors, employees and consultants as part of general working capital purposes, or to persons conducting investor relations activities.

The securities issued pursuant to the Financing have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons absent registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Qualified Person

Technical information in this news release has been reviewed and approved by Wes Hanson, P.Geo., President and CEO of Thunder Gold Corp., who is a Qualified Person under the definitions established by NI 43-101.

About the Tower Mountain Gold Property

The 100%-owned Tower Mountain Gold Property is located adjacent to the Trans-Canada highway, approximately 50-km west of Thunder Bay, Ontario. The 2,500-hectare property surrounds the largest, exposed, intrusive complex in the eastern Shebandowan Greenstone Belt where most known gold occurrences have been described as occurring either within, or proximal to, intrusive rocks. Gold at Tower Mountain is localized within extremely altered rocks parallel to the western contact of the intrusive center. Drilling has established anomalous gold extending out from the intrusive contact for over 500 metres along a 1,500-metre strike length, to depths of over 500 metres from surface. The remaining 75% of the perimeter surrounding the intrusion shows identical geology, alteration, and geophysical response, offering a compelling exploration opportunity.

About Thunder Gold Corp.

Thunder Gold Corporation, formerly White Metal Resources. is a junior exploration company focused on gold discovery in Canada. For more information about the Company please visit: www.thundergoldcorp.com

On behalf of the Board of Directors,

Wes Hanson, P.Geo., President and CEO

For further information contact:

Wes Hanson, CEO
(647) 202-7686
whanson@thundergoldcorp.com

NEITHER THE 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.

The information contained herein contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation (collectively, "forward-looking statements"). Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. All statements, other than statements of historical fact, are forward-looking statements and are based on predictions, expectations, beliefs, plans, projections, objectives and assumptions made as of the date of this news release, including without limitation: the size of the Financing and other statements concerning the Financing; the anticipated use of proceeds from the Financing; anticipated results of geophysical drilling programs, geological interpretations and potential mineral recovery. 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.

Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks associated with mining and exploration; risks related to the maintenance of stock exchange listings; risks related to environmental regulation and liability; the potential for delays in exploration or development activities or the completion of feasibility studies; the uncertainty of profitability; risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; results of prefeasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Company's expectations; risks related to the gold price and other commodity price fluctuations; and other risks and uncertainties related to the Company's prospects, properties and business detailed elsewhere in the Company's disclosure record. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Investors are cautioned against attributing undue certainty or reliance on forward-looking statements. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise any forward-looking statements, other than as required by applicable law, to reflect new information, events or circumstances, or changes in management's estimates, projections or opinions. Actual events or results could differ materially from those anticipated in the forward-looking statements or from the Company's expectations or projections.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/222535

FAQ

How much did Thunder Gold Corp (TGOLF) raise in its recent private placement?

Thunder Gold Corp (TGOLF) raised approximately $1,000,000 in its recent non-brokered private placement.

What is the exercise price and term of the warrants issued in Thunder Gold's (TGOLF) financing?

The warrants issued in Thunder Gold's (TGOLF) financing have an exercise price of $0.10 per share and a term of 36 months from the date of issue.

How will Thunder Gold Corp (TGOLF) use the proceeds from the private placement?

Thunder Gold Corp (TGOLF) will use the proceeds for general working capital purposes and to advance its 100% owned Tower Mountain Gold Property in Ontario.

Was there insider participation in Thunder Gold's (TGOLF) recent financing?

Yes, there was insider participation in Thunder Gold's (TGOLF) financing, with insiders subscribing for an aggregate of 4,333,334 Units in the second tranche.