Thunder Mountain GOLD, Inc. and Bemetals Complete Tranche 2 Closing Under the Bemetals Option Agreement
THUNDER MOUNTAIN
GOLD INC.
11770 W. President Dr., Ste. F
Boise, Idaho 83713
phone: (208) 658-1037
Website: www.thundermountaingold.com OTCQB: THMG
TSX-V: THM
TSX-V: THM
OTCQB: THMG
News Release
THUNDER MOUNTAIN GOLD, INC. AND BEMETALS COMPLETE
TRANCHE 2 CLOSING UNDER THE BEMETALS OPTION AGREEMENT
Boise, Idaho and Vancouver B.C. – June 11, 2019: Thunder Mountain Gold, Inc. (OTCBB: THMG; TSX-V:
THM), (the “ Company” or “THMG”) announced today the completion of Tranche 2 of the previously
announced Option Agreement dated February 27, 2019 (“Option Agreement”) between the Company and
BeMetals Corporation (“BeMetals”) on the Company’s South Mountain Project , located in Owyhee County,
Idaho. Both the Company and BeMetals satisfied certain respective conditions precedent for the Tranche 2
closing outlined in the Option Agreement. These conditions included, among other things, the receipt of
regulatory approval from the TSX Ventu re Exchange for both the Company and BeMetals , the delivery by the
Company of the required opinions on property title and corporate good standing, and approval of the Option
Agreement by the shareholders of the Company.
As part of the Tranche 2 closing, BeMetals completed its private placement investment of $250,000 into the
Company at a price of $0.10 per share, for a total of 2,500,000 shares of THMG stock. In addition, BeMetals
issued 10,000,000 common shares of BeMetals (TSX-V:BMET) to the Company.
Eric T. Jones, President and CEO of Thunder Mountain Gold Inc, described this event as , “a milestone event in
Thunder Mountain Gold history, providing the THMG shareholders with the potential to realize on the upside
of the South Mountain Project, as well as other projects that fit BeMetals growth strategy towards the goal of
becoming a significant base metal producer.”
BeMetals Corp. recently announced that it had closed an upsized non -brokered private placement offering (the
“Offering”) for gross proceeds of $ 6,250,000. These subscription receipts converted into common shares of
BeMetals and the proceeds of the offering were released from escrow to BeMetals concurrent with the
completion of Tranche 2 . The fundraising was well supported by BeMetals insiders and new investors ,
including a fund from Europe. The proceeds of the Offering will be used to fund BeMetal’s planned
underground drilling of the advanced stage, high -grade, South Moun tain Zinc-Silver Project in Idaho, U.S.A. ,
drilling at its exciting early sta ge Pangeni Copper Exploration Project in Zambia, and for working capital. In
anticipation of completing Tranche 2 of the Option Agreement, project planning meetings have been conducted
in preparation for the initial underground drilling program at South Mountain. This drilling will commence as
soon as possible, following site re-establishment.
The Company has provided additional information to shareholders of the Company regarding the BeMetals
Option Agreement in its Schedule 14C information statement dated May 19, 2019 . The Schedule 14C
information statement was prepared in connection with obtaining the required shareholder approval for the
BeMetals Option Agreement and was filed with the United States Securities and Exchange Commission .
Shareholders of the Company holding approximately 53% of the issued and outs tanding shares of the Company
executed consent resolutions voting in favor of the Option Agreement.
The Tranche 2 closing date pursuant to the Option Agreement was initially scheduled for May 31, 2019 but was
extended in order to complete all required regulatory and shareholder approvals . There is no assurance that any
of the remaining stages contemplated under the BeMetals Option Agreement will be completed.
The 2.5 million (2,500,000) Tranche 2 private placement shares issued by the Company to BeMetals and the 10
million ( 10,000,000) common shares of BeMetals stock issued to the Company were issued pursuant to
available exemptions from the registration requirements of t he United States Securi ties Act of 1933, as
amended, and are restricted securities. The shares of BeMetals received by the Company are subject to
contractual lock-up under the Option Agreement.
Regarding Thunder Mountain Gold, Inc.
Thunder Mountain Gold Inc., a junior explorat ion company founded in 1935, owns interests in base and
precious metals projects in the western U.S. The Company’s principal asset is The South Mountain Mine, an
historic former producer of zinc, silver, gold, lead, and copper , located on private land in Owyhee County
Idaho. The Company has just entered into an option agreement with BeMetals Corp . (www.Bemetalscorp.com)
based in Vancouver, British Columbia, Canada . T hunder Mountain Gold also owns 100% of the Trout Creek
Project – a gold exploration project located along the western flank of the Shoshone Mountain Range in the
Reese River Valley , adjacent to and surrounded by Nevada Gold Mines, a joint operating agreement between
Barrick and Newmont Goldcorp private mineral lands. For more information on Thunder Mountain Gold,
please visit the Company’s website at www.Thundermountaingold.com.
Forward-Looking Statements
This press release co ntains forward -looking statements that are based on the beliefs of management and reflect the
Company's current expectations. The forward -looking statements in this press release include statements with respect to
the completion of the transactions contemp lated with BeMetals Cor p., a Canadian Corporation . Generally, forward -
looking statements can be identified by the use of forward -looking terminology such as “plans”, “expects”, “is expected”,
“budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “an ticipates”, “believes” or variations of such words and
phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”
or “be achieved” or the negative connotation thereof. The forward -looking statements are based on ce rtain assumptions,
which could change materially in the future, including the assumption that the transactions contemplated with BeMetals
Corp. will be completed. By their nature, forward -looking information involves known and unknow n risks, uncertainties
and other factors that may cause actual results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by the forward -looking information. Such factors includ e the
determination and ability of BeMetals to complete all required option payments and issuance of shares under the
BeMetals Option Agreement, the receipt of all required regulatory approvals and the satisfaction of all required terms and
conditions. Investors should refer to THMG’s Form 10-K, Form 10-Q reports, and Definitive 14C Information Statement
as filed May 20, 2019, for a more detailed discussion of risks that may impact future results. There can be no assurance
that forward-looking information will prove to be accurate, as actual results and future events could differ materially from
those anticipated in such statements. Accordingly, investors should not place undue reliance on forward -looking
information. Forward-looking information is provided as of the date of this press release, and the Company assumes no
obligation to update or revise them to reflect new events or circumstances, except as required in accordance with
applicable laws.
Cautionary Note to Investors
Neither the TSX Venture Exchan ge nor its Regula tion Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information, please contact:
Thunder Mountain Gold, Inc.
Eric T. Jones Jim Collord
President and Chief Executive Officer Vice President and Chief Operating Officer
[email protected] [email protected]
Office: (208) 658-1037 Office: (208) 658-1037