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

Rhea-AI Summary

Thunder Gold Corp (TSXV: TGOL) (OTCQB: TGOLF) has announced an increase in its non-brokered private placement from CDN$1.0M to CDN$1.6M. The offering consists of flow-through units at CDN$0.07 per unit and non-flow-through units at CDN$0.06 per unit.

The funds will support exploration at the company's Tower Mountain Gold Property in Ontario, where drilling is currently underway. The property spans 2,500 hectares in the Shebandowan Greenstone Belt. The Phase II drill program began June 15th, with four holes completed at the P-Target and ongoing drilling at the A Target. The company plans a Phase III drill program of 2,000-3,000 metres for fall 2025.

Positive

• None.

Negative

• Significant dilution through issuance of up to 24.5M new units
• Warrants could cause additional future dilution if exercised
• 6% finder's fees and additional warrants will reduce net proceeds

Thunder Bay, Ontario--(Newsfile Corp. - June 25, 2025) - Thunder Gold Corp (TSXV: TGOL) (FSE: Z25) (OTCQB: TGOLF) (formerly White Metal Resources Corp) ("Thunder Gold" or the "Company") is pleased to announce an upsize of its previously announced non-brokered private placement of flow-through units and non-flow-through units from gross proceeds of CDN$1,000,000 to gross proceeds of CDN$1,600,000 (the "Private Placement"). Proceeds of the Private Placement will be used to fund the exploration drill program 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")). Drilling is underway at the Company's 100%-owned, 2,500 hectare, Tower Mountain Gold Property. Tower Mountain is located in the Shebandowan Greenstone Belt, 50 kilometres west of the port city of Thunder Bay, Ontario.

The Private Placement will consist of up to 12,857,143 flow-through units ("FT Units") at a price of CDN$0.07 per FT Unit; and up to 11,666,667 hard dollar units ("non-FT Units") at a price of CDN$0.06 per non-FT Unit, for aggregate gross proceeds of up to approximately CDN$1,600,000.

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 CDN$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 CDN$0.20 or more.

Each non-FT Unit will consist of one common share and one full Warrant at an exercise price of CDN$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 CDN$0.20 or more.

The Private Placement is expected to close on or about Friday, June 27th, 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 CDN$0.06 per share for a period of 18 months from the date of issue. PowerOne Capital Markets Limited and Integrity Capital Group 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 commenced June 15th as planned. Four holes totaling 342 metres have been completed at the P-Target. The drill is currently completing four holes at the A Target, an at-surface zone of high-grade (+2.0 g/t Au) mineralization which is open along strike. Phase II will finish 4-6 holes targeting the 37/38 Target discovered in 2023. Surface magnetic surveys have been completed over the entirety of the Tower Mountain Intrusive Complex as planned and are currently being interpreted. Preliminary trenching of the Papa Target returned gold grades in grab samples of greater than 1.0 g/t Au within an intrusive breccia, a similar host rock to the P-Target host rock 500 metres to the southeast. The Company estimates Phase II drilling will be completed in mid-July and additional holes may be added testing areas where there are significant gaps (+50 metres) in the historical drill pattern. Surface mapping and infill soil geochemistry is planned for late summer. A Phase III drill program of 2,000 to 3,000 metres is planned for the fall season."

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/256715

FAQ

What is the size of Thunder Gold's (TGOLF) new private placement?

Thunder Gold has upsized its private placement from CDN$1.0M to CDN$1.6M, consisting of flow-through units at CDN$0.07 and non-flow-through units at CDN$0.06.

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

The proceeds will fund exploration drilling program and other Canadian exploration expenses that qualify as flow-through mining expenditures at their Tower Mountain Gold Property in Ontario.

What are the terms of Thunder Gold's (TGOLF) private placement warrants?

The warrants are exercisable at CDN$0.10 for 18 months from issue date, with an accelerated expiry if shares trade at CDN$0.20 or more for 20 consecutive trading days.

What is the current status of Thunder Gold's (TGOLF) drilling program?

The Phase II drilling program began June 15th, 2025, with four holes totaling 342 metres completed at the P-Target and ongoing drilling at the A Target.

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

The private placement is expected to close on or about June 27th, 2025, subject to TSX Venture Exchange approval.