Thunder Gold Announces Non-Brokered Private Placement

Rhea-AI Summary

Thunder Gold Corp (TSXV: TGOL, OTCQB: TGOLF) has announced a non-brokered private placement aiming to raise $1,250,000 through the sale of 20,833,333 units at $0.06 per unit. Each unit includes one common share and half a purchase warrant, with each whole warrant allowing the purchase of one share at $0.10 within 18 months.

The company may pay finder's fees up to 5% in cash and 5% in finder warrants, with PowerOne Capital Markets acting as a finder. The financing is expected to close around January 23, 2025. Proceeds will be used for exploration of the Tower Mountain Gold Property and working capital. Company directors and officers may participate in the financing, with appropriate exemptions from MI 61-101 requirements.

Positive

• Raising $1.25 million in new capital
• Funds allocated for exploration of Tower Mountain Gold Property

Negative

• Potential dilution for existing shareholders through new share issuance
• 18-month warrant exercise price at $0.10 represents a 67% premium to unit price

Thunder Bay, Ontario--(Newsfile Corp. - January 15, 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 intends to complete a non-brokered private placement of approximately $1,250,000 (the "Financing") through the sale of 20,833,333 units (each, a "Units") at a price of $0.06 per Unit. Each Unit shall consist of one common share in the capital of the Company and one-half of one purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one Share at a price of $0.10 for a period of 18 months from the date of issue.

The Units shall be subject to the statutory hold period of four (4) months plus a day from the date of issuance in accordance with applicable securities legislation. The Company may pay finder's fees to eligible finders in accordance with the policies of the TSXV consisting of a cash fee equal to up to 5% of the gross proceeds raised under the Financing and finder warrants ("Finder Warrants") in an amount equal to up to 5% of the number of Units issued pursuant to the Financing. Each Finder Warrant will entitle the holder thereof to purchase one Unit at a price of $0.06 for a period of 18 months from the closing of the Financing. PowerOne Capital Markets Limited will act as a finder in connection with the Financing.

The Company anticipates that the Financing will close on or about January 23, 2025.

The Company intends to use the net proceeds of the Financing for exploration of the Tower Mountain Gold Property and for general working capital purposes. Certain directors and officers of the Company may participate in the Financing. Any such participation would be considered a "related party transaction" for purposes of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101"). The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(b) and 5.7(b) of MI 61-101 in respect of any such insider participation.

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. The Financing is subject to TSXV approval.

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 expected closing date of 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/237379

FAQ

What is the size and price of Thunder Gold's (TGOLF) January 2025 private placement?

Thunder Gold's private placement aims to raise $1,250,000 through the sale of 20,833,333 units at $0.06 per unit.

What are the warrant terms in Thunder Gold's (TGOLF) January 2025 financing?

Each warrant allows holders to purchase one share at $0.10 for 18 months from the issue date, with each unit including one-half warrant.

How will Thunder Gold (TGOLF) use the proceeds from the January 2025 private placement?

The proceeds will be used for exploration of the Tower Mountain Gold Property and general working capital purposes.

What finder's fees is Thunder Gold (TGOLF) offering for the January 2025 private placement?

Thunder Gold may pay up to 5% cash fee and 5% in finder warrants to eligible finders, with PowerOne Capital Markets acting as a finder.

When is the expected closing date for Thunder Gold's (TGOLF) January 2025 private placement?

The financing is expected to close on or about January 23, 2025.