Thunder Gold Announces Closing of CDN$1.6 Million Non-Brokered Private Placement of Flow-Through & Non-Flow-Through Units

Rhea-AI Summary

Thunder Gold Corp (OTCQB: TGOLF) has successfully closed an oversubscribed non-brokered private placement, raising CDN$1.6 million, exceeding the initial offering of CDN$1 million. The financing consisted of 12,857,143 flow-through units at CDN$0.07 per unit and 11,666,667 non-flow-through units at CDN$0.06 per unit.

The company issued warrants exercisable at CDN$0.10 per share for 18 months, with an accelerated expiry option if the 20-day VWAP reaches CDN$0.20. The placement included finder's fees of CDN$91,750 and 1,410,727 finder warrants.

Proceeds will fund the expansion of the 2024 soil geochemistry grid along the Thunder Lake Fault, including infill soil geochemistry on prioritized gold-in-soil anomalies. The company plans a 2,000 to 3,000 metre Phase 3 drill program scheduled for mid to late September.

Positive

• Financing was oversubscribed, raising CDN$1.6M versus initial CDN$1M target
• Strong investor demand led to upsizing of the offering
• Insider participation with 961,687 FT Units purchased
• Planned expansion of exploration program with clear use of proceeds
• Discovery of elevated gold values in Timiskaming conglomerates

Negative

• Significant dilution with issuance of over 24.5 million new units
• Substantial finder's fees of CDN$91,750 plus 1,410,727 finder warrants
• Four-month hold period restricts immediate trading of new securities

Thunder Bay, Ontario--(Newsfile Corp. - June 30, 2025) - 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 on its financing, which was both upsized and over-subscribed. The non-brokered private placement consisted of flow-through units and non-flow-through units. The Company increased the initial offering of CDN$1,000,000 to gross proceeds of CDN$1,600,000 (the "Private Placement") to accommodate the demand.

Wes Hanson, President and CEO, stated, "We are very pleased with the support we received on this financing. Proceeds from the financing shall be used to expand the 2024 soil geochemistry grid along the interpreted trace of the northeast trending Thunder Lake Fault. Surface mapping has identified Timiskaming conglomerates, with elevated gold values, coincident with the fault but surface work to date is limited. We shall also complete infill soil geochemistry on prioritized gold-in-soil anomalies identified in 2024 to better define potential drill targets. The planned infill soil geochemistry includes the strong, multi-sample anomaly 500 metres southeast of the P-Target, along the interpreted plunge direction of the high-grade results identified at surface. Surface prospecting, outcrop stripping and channel sampling shall evaluate the most favourable soil geochemical anomalies in advance of a 2,000 to 3,000 metre Phase 3 drill program scheduled for mid to late September."

Pursuant to the Private Placement, the Company issued 12,857,143 flow-through units ("FT Units") at a price of CDN$0.07 per FT Unit, with each FT Unit consisting of one common share and one-half of one warrant, each of which qualifies as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act (Canada), and 11,666,667 hard dollar units ("non-FT Units") at a price of CDN$0.06 per non-FT Unit, with each non-FT Unit consisting of one common share and one full warrant, for aggregate gross proceeds of CDN$1,600,000.00. Each warrant issued under the Private Placement are exercisable to acquire one common share at a price of CDN$0.10 per share for a period of 18 months from the date of issuance, 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 CDN$0.20 or more.

In connection with the closing of the Private Placement, the Company paid finder's fees of approximately $91,750 and issued an aggregate of 1,410,727 finder warrants (the "Finder Warrants") to eligible finders. Each Finder Warrant entitles the holder to purchase one non-FT Unit at a price of $0.06 for a period of 18 months from the completion of the Private Placement. PowerOne Capital Markets Limited and Integrity Capital Group acted as finders in connection with a portion of the Private Placement and Wildeboer Dellelce LLP acted as legal counsel to the Company.

The Private Placement included subscriptions by insiders of the Company to purchase an aggregate of 961,687 FT 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 Private Placement 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). 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.

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/257256

FAQ

How much did Thunder Gold (TGOLF) raise in their June 2025 private placement?

Thunder Gold raised CDN$1.6 million through a combination of flow-through units at CDN$0.07 and non-flow-through units at CDN$0.06.

What are the terms of the warrants issued in Thunder Gold's private placement?

The warrants are exercisable at CDN$0.10 per share for 18 months, with accelerated expiry if the 20-day VWAP reaches CDN$0.20.

How will Thunder Gold (TGOLF) use the proceeds from the June 2025 financing?

The proceeds will fund the expansion of the 2024 soil geochemistry grid along the Thunder Lake Fault, conduct infill soil geochemistry, and support a 2,000-3,000 metre Phase 3 drill program planned for September.

Did insiders participate in Thunder Gold's June 2025 private placement?

Yes, insiders subscribed for 961,687 flow-through units, constituting a related party transaction under MI 61-101.

What was the structure of Thunder Gold's June 2025 private placement?

The placement consisted of 12,857,143 flow-through units at CDN$0.07 and 11,666,667 non-flow-through units at CDN$0.06, with attached warrants.