Thunder Gold Announces Closing of $2.15 Million Private Placement of Flow-Through Units
Thunder Gold Announces Closing of $2.15
Million Private Placement of Flow-Through
Units
Thunder Bay, Ontario--(Newsfile Corp. - December 22, 2025) - Thunder Gold Corp. (TSXV: TGOL)
(FSE: Z25) (OTCQB: TGOLF) ("Thunder Gold" or the "Company") is pleased to announce that on
December 19, 2025, it closed its previously announced upsized non-brokered private placement of flow-
through units ("FT Units"). The Company increased the initial offering of $2,000,000 to gross proceeds
of $2,150,000 (the "Private Placement") to accommodate the demand.
Pursuant to the Private Placement, the Company issued 28,666,666 FT Units at a price of $0.075 per
FT Unit, with each FT Unit consisting of one common share and one-half of one warrant (each whole
warrant, a "Warrant"), each of which qualifies as a "flow-through share" as defined in subsection 66(15)
of the Income Tax Act (Canada). Each Warrant issued under the Private Placement is exercisable to
acquire one common share at a price of $0.10 per share for a period of 18 months from the date of
issuance.
In connection with the closing of the Private Placement, the Company paid finder's fees of approximately
$37,905 to certain parties who assisted the Company with the Private Placement. 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
670,000 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 40-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 Corp. 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
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS
DEFINED IN THE POLICIES OF THE TSXV) 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 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.
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