Thunderstruck Resources Ltd. announces the closing of a $2.5 million strategic financing

Thunderstruck Resources Ltd. (TSXV: AWE) (OTC: THURF) (the “Company”) announces, following its press release dated February 14, 2022, that it has closed its previously announced non-brokered private placement (the “Placement”).

Gross proceeds of CA$2,500,000 were raised from the sale of 35,714,285 units at a price of $0.07 per unit. Each unit consisted of one common share and one share purchase warrant. Each whole warrant entitles its holder to purchase one additional common share at a price of $0.15 per share for a period of five years. The Warrants are subject to accelerated exercise provisions such that if the closing price of the Company’s common stock exceeds $0.30 per share for a period of 20 consecutive trading days, the Company may give notice acceleration of the term of the warrants to a period of 30 days following this notification.

No finder’s fee was due in connection with the Placement.

“This placement will allow us to aggressively explore the many promising targets on our extensive property position in Fiji this season, including the three kilometer trending series of coincident geochemical and geophysical anomalies on the Liwa gold prospect,” said the chairman and CEO of Thunderstruck. Bryce Bradley. “We look forward to releasing results on a number of exciting targets that have never seen a drill bit before.”

As noted, the Liwa gold/silver prospect is the highest priority project for the 2022 season. Exploration will focus on diamond drilling to begin defining the underground extent and grade of the gold mineralization discovered on surface showings, including up to 6.83 g/t Au and 285 g/t Ag at the Liwa Ridge target, 55 g/t Au at Jensen’s target, 41.6 g/t Au and 1,200 g/ t Ag at the Vatuvatulevu target, and continuous elements grading up to 0.45 g/t Au at the Gun target. These targets cumulatively represent a longitudinal distance of over three kilometres.

Exploration of the adjacent Rama copper/gold prospect is also planned, with a focus on investigating the possibility that Liwa and Rama together comprise a large gold-copper porphyry system. Previous drilling by Anglo has reported a 244 meter interval averaging 0.22% copper (6m to 250m), terminating in mineralization, with a billable feature continuing below. The company’s other licenses in Fiji are also being evaluated and prioritized for fieldwork during the May to November exploration season.

Please stay tuned for a detailed 2022 exploration program across all of the Company’s properties.

All securities issued are subject to a hold period in Canada expiring July 9, 2022. Additional restrictions may apply under Rule 144 of the Securities Act of 1933, as amended, to US investors.

Insiders participated in the Placement by acquiring a total of 449,654 units on the same basis as other subscribers. Participation in the Offering by insiders of the Company constitutes a “related party transaction” as that term is defined in National Instrument 61-101 Protection of Minority Holders of Securities in Special Transactions (“NI 61-101″). 101”). The Company relies on exemptions from the formal valuation and minority approval requirements under NI 61-101. The Company has relied on section 5.5(a) of NI 61-101 for an exemption from the formal valuation requirement and on section 5.7(1)(a) of NI 61-101 for an exemption the minority shareholder approval requirement of NI 61-101. as the fair market value of the Placement to the extent that the Placement involved interested parties not exceeding 25% of the Company’s market capitalization.

As previously announced, the completion of the Placement results in the creation of a new insider, Ian Gandel, who will indirectly hold 31,753,203 common shares, representing 25% of the Company’s currently outstanding common shares and 31,753,203 additional warrants, which, together with the common shares acquired, will represent 40% of the issued and outstanding shares on a partially diluted basis. Prior to the Placement, Mr. Gandel held no securities of the Company. Although Mr. Gandel has no specific plans or intentions regarding the vesting Units, depending on market conditions, general economic and industry conditions, the Company’s stock prices, business, financial condition and prospects of the Company and/or other relevant factors, Mr. Gandel may develop such plans or intentions in the future and, at such time, may from time to time acquire additional Common Shares, dispose of all or part of the existing or additional ordinary shares or may continue to hold ordinary shares of the Company. .

A copy of the alert reports filed by Mr. Gandel will be available on the Company’s SEDAR profile at www.sedar.com or may be obtained by contacting Mr. Gandel at [email protected]

In connection with this strategic investment, the Company and Mr. Gandel have also entered into an Investor Rights Agreement pursuant to which, subject to certain conditions, including term and ownership thresholds, Mr. Gandel will have certain rights , including the right to appoint a company director.

In addition, Mr. Gandel will have the right to participate in future share issues in order to maintain his ownership in the Company at 25%.

Under the Investor Rights Agreement, for a period of two years, Mr. Gandel has also agreed not to (a) initiate a tender offer; (b) acquire shares of the Company, or direct or indirect rights to acquire shares of the Company; (c) make or otherwise participate in any solicitation of proxies to vote shares of the Company; (d) make a public announcement regarding, or submit a proposal or offer (with or without conditions) to any business combination, merger or merger or similar transaction involving the Company.

A copy of the Investor Rights Agreement is available under the Company’s SEDAR profile at www.sedar.com.

As a condition of Gandel’s 25% stake on the TSX, the Company received far more than the required 51% shareholder approval. We would like to thank our shareholders for their continued support.

stock options

The Company also wishes to announce that it has granted 2,100,000 stock options pursuant to its stock option plan to various insiders, advisers and consultants, each option exercisable into one common share. at a price of 0.095 cents per share for a period of 10 years.

About Fiji

Fiji sits on the Pacific Ring of Fire, a prolific trend that has produced many large gold and copper deposits including Porgera, Lihir and Grasberg.

Viti Levu, the main island of Fiji, has a long mining history. It hosts not only the Thunderstruck buildings, but also the following active projects:

Namosi (Copper/Gold) Newcrest published proven and probable reserves of 1.3 billion tonnes at 0.37% Cu and 0.12 g/t Au (5.2 M ounces Au and 4.9 M tonnes Cu) .

Tuvatu indicated resources (gold) of 1 million tonnes at 8.48 g/t Au (274,600 ounces Au) and inferred resources of 1.33 million tonnes at 9.0 g/t Au (384,000 ounces Au) reported at a lower cut of 3.0 g/t Au -deactivated.

Vatukoula Gold Mines: Formerly known as the Emperor’s Gold Mine, it has been in operation for over 80 years and has produced over 7 million ounces of Au to date.

About Thunderstruck Resources

Thunderstruck Resources is a Canadian mineral exploration company that has collected large and highly prospective properties in Fiji on which recent and previous exploration has confirmed zinc, copper and precious metal mineralization. The Company offers investors exposure to a diverse portfolio of exploration-stage projects with potential for zinc, copper, gold and silver in a politically secure and stable jurisdiction. Thunderstruck trades on the Toronto Venture Exchange (TSX-V) under the symbol “AWE” and in the United States OTC under the symbol “THURF”.

Declaration of qualified person

Dorian L. (Dusty) Nicol, FAusIMM, RG, the Company’s Exploration Manager, is a Qualified Person for the Company’s projects as defined by National Instrument NI 43-101. Mr. Nicol has reviewed and approved the technical content of this press release.

For more information, please contact:
Rob Christl, Vice President of Business Development and Investor Relations
Email: [email protected]
T.: 778 840-7180
or visit our website: http://www.thunderstruck.ca

Neither TSX Venture Exchange Inc. 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.

This press release contains certain statements that may be considered “forward-looking statements”. Although Thunderstruck believes that the expectations expressed in these forward-looking statements are based on reasonable assumptions, these statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of Thunderstruck management as of the date the statements are made. Except as required by law, Thunderstruck undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/115973