Thunder Gold Announces $1 Million Non-Brokered Private Placement of Flow-Through Units & Non-Flow-Through Units

Rhea-AI Summary

Thunder Gold Corp (TGOLF) has announced a non-brokered private placement to raise up to C$1 million through a combination of flow-through and non-flow-through units. The offering includes up to 7,142,857 flow-through units at $0.07 per unit and up to 8,333,333 non-flow-through units at $0.06 per unit. Each FT Unit includes one common share and half a warrant, while non-FT Units include one share and a full warrant. Warrants are exercisable at $0.10 for 18 months. Proceeds will fund exploration at the company's Tower Mountain Gold Property in Ontario, with Phase II drilling targeting P, A, and 37/38 Target areas. The placement is expected to close around June 13, 2025, subject to TSXV approval.

Positive

• Funds will support exploration program at 100%-owned Tower Mountain Gold Property
• Recent drilling results from January 2025 showed promising results at P Target
• Company plans to expand known gold mineralization footprint within 150 meters of surface
• Multiple untested gold-in-soil anomalies identified for exploration

Negative

• Offering could lead to significant shareholder dilution
• Warrant acceleration clause could force early exercise if share price reaches $0.20
• Up to 6% finder's fees and warrants may increase the total dilution
• Flow-through shares typically issued at premium to market price

Thunder Bay, Ontario--(Newsfile Corp. - June 4, 2025) - Thunder Gold Corp (TSXV: TGOL) (FSE: Z25) (OTCQB: TGOLF) (formerly White Metal Resources Corp) ("Thunder Gold" or the "Company") is pleased to announce a non-brokered private placement of flow-through units and non-flow-through units for gross proceeds of up to approximately C$1,000,000 (the "Private Placement"). Proceeds of the Private Placement shall be used to fund the current exploration program at the Company's 100%-owned, 2,500 hectare, Tower Mountain Gold Property, located in the Shebandowan Greenstone Belt, 50 kilometres west of the port city of Thunder Bay, Ontario and other "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (as such terms are defined in the Income Tax Act (Canada) (the "Tax Act")).

The Private Placement will consist of: (i) up to 7,142,857 flow-through units ("FT Units") at a price of $0.07 per FT Unit; and (ii) up to 8,333,333 hard dollar units ("non-FT Units") at a price of $0.06 per non-FT Unit, in any combination and for aggregate gross proceeds of up to approximately C$1,000,000.

Each FT Unit consists of one common share of the Company and one-half (1/2) of one common share purchase warrant (each whole warrant, a "Warrant"), each of which will qualify as a "flow-through share" as defined in subsection 66(15) of the Tax Act. Each Warrant being exercisable for an additional common share of the Company (each of which will not qualify as a "flow-through share" under the Tax Act) at an exercise price of $0.10 for 18 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.

Each non-FT Unit will consist of one common share and one full Warrant at an exercise price of $0.10 for 18 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 TSXV for any twenty (20) consecutive trading days is $0.20 or more.

The Private Placement is expected to close on or about Friday, June 13th, 2025, and is subject to approval by the TSXV. All securities issued pursuant to the Private Placement will be subject to a four (4) month plus a day hold period from the date of issuance in accordance with applicable securities legislation and policies of the TSXV.

In connection with the Private Placement, the Company may pay finders' fees to eligible finders in accordance with the policies of the TSXV consisting of a cash fee equal to up to 6% of the gross proceeds raised under the Private Placement and finder warrants ("Finder Warrants") in an amount equal to up to 6% of the number of FT Units and non-FT Units sold pursuant to the Private Placement. Each Finder Warrant will entitle the holder thereof to purchase one non-FT Unit at a price of $0.06 per share for a period of 18 months from the date of issue. Integrity Capital Group and PowerOne Capital Markets Limited are anticipated to act as finders in connection with the Private Placement.

Wes Hanson, President and CEO of the Company stated: "The Phase II drill program is scheduled to commence in early June with drilling targeting the P, A and 37/38 Target areas, all of which offer excellent potential to expand the known footprint of gold mineralization within 150 metres of surface. Drilling at the P Target will evaluate the down-plunge continuity of the exciting drill results reported in January 2025. Holes shall also probe the lateral extent of the A Target, an at surface zone of high-grade (+2.0 g/t Au) mineralization initially drilled in 2021-22 and the 37/38 target discovered in 2023. The proposed drilling is comprised exclusively of aggressive step out holes designed to evaluate the continuity of recent discoveries. The Company also plans to complete surface magnetic surveys and initial prospecting along the eastern and southern intrusive contacts where soil geochemistry has identified multiple untested gold-in-soil anomalies."

The securities issued pursuant to the Private Placement 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 Private Placement and other statements concerning the Private Placement; the anticipated use of proceeds from the Private Placement; the renunciation to the purchasers of FT Units and timing thereof; the tax treatment of the FT Units and the Company's plans regarding exploring its mineral exploration properties; 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 funding 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/254432

FAQ

What is the size and structure of Thunder Gold's (TGOLF) private placement offering?

Thunder Gold is offering up to C$1 million through 7,142,857 flow-through units at $0.07 and 8,333,333 non-flow-through units at $0.06, with warrants exercisable at $0.10 for 18 months.

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

The proceeds will fund exploration at the Tower Mountain Gold Property in Ontario, focusing on Phase II drilling at P, A, and 37/38 Target areas to expand known gold mineralization.

When is Thunder Gold's (TGOLF) private placement expected to close?

The private placement is expected to close on or about June 13, 2025, subject to TSXV approval.

What is the warrant acceleration clause in Thunder Gold's (TGOLF) offering?

Warrants may be accelerated if the 20-day volume-weighted average price of shares reaches $0.20 or more on the TSXV for any 20 consecutive trading days.

Where is Thunder Gold's (TGOLF) Tower Mountain Gold Property located?

The Tower Mountain Gold Property is a 2,500-hectare property located in the Shebandowan Greenstone Belt, 50 kilometers west of Thunder Bay, Ontario.