Thunder Gold Closes First Tranche of Non- Brokered Private Placement
Thunder Gold Closes First Tranche of Non-
Brokered Private Placement
Thunder Bay, Ontario--(Newsfile Corp. - September 3, 2024) - 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 the first tranche of the non-brokered private placement previously
announced on August 14, 2024 (the "Financing"). The Company has issued 22,116,667 Units at a price
of $0.03 per Unit for aggregate gross proceeds of approximately $663,500 in connection with the first
tranche of the Financing.
Each Unit consists of one common share of the Company and one common share purchase warrant (the
"Warrant"), entitling the holder to purchase one additional common share of the Company at a price of
$0.10 per share for a period of 36 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.
All securities issued in connection with the Financing, including the Finder's Warrants, are subject to the
statutory hold period of four months plus a day from the date of issuance, in accordance with applicable
securities legislation and the policies of the TSXV. The Financing is subject to the final approval of the
TSXV.
The Company paid an aggregate of approximately $19,650 and issued an aggregate of 655,000 finder
warrants ("Finder Warrants") as finder's fees to certain persons who assisted the Company in
connection with the first tranche of the Financing. Each Finder Warrant will entitle the holder thereof to
purchase one common share of the Company at a price of $0.10 per share for a period of 36 months
from the date of issue. PowerOne Capital Markets Limited, among others, acted as a finder in
connection with the first tranche of the Financing.
The first tranche of the Financing included a subscription by an insider of the Company to purchase an
aggregate of 333,333 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 Offering 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).
Proceeds of the Financing will be used for general working capital purposes and to advance the
Company's 100% owned Tower Mountain Gold Property, located in the Shebandowan Greenstone Belt,
fifty (50) kms west of the port city of Thunder Bay ON. It is expected the majority of the proceeds will be
used for general working capital purposes with no other specific use representing 10% or more of the
gross proceeds of the Financing. None of the proceeds from the Financing will be used for payments to
non-arm's length parties of the Company, other than normal course compensation of its officers,
directors, employees and consultants as part of general working capital purposes, or to persons
conducting investor relations activities.
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.
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
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 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/221835