23:38:27 EDT Fri 26 Apr 2024
Enter Symbol
or Name
USA
CA



Thunderstruck Resources Ltd
Symbol AWE
Shares Issued 23,121,500
Close 2016-08-29 C$ 0.105
Market Cap C$ 2,427,758
Recent Sedar Documents

Thunderstruck Resources appoints Lundin chairman

2016-08-29 10:23 ET - News Release

Ms. Bryce Bradley reports

THUNDERSTRUCK ANNOUNCES BRIEN LUNDIN AS CHAIRMAN OF THE BOARD, CLOSES $400,000 FINANCING AND OBTAINS RESERVE BANK OF FIJI APPROVAL

Co-founding director and shareholder Brien Lundin has accepted the position as chairman of the board of Thunderstruck Resources Ltd.

Chief executive officer Bryce Bradley commented: "Brien has been a strong supporter of Thunderstruck and the prospectivity of our high-grade zinc, gold and copper assets in Fiji. As the president of the New Orleans Investment Conference, we're honoured to have him serve as chairman of the board and believe that his vast level of contacts in the mining exploration industry will assure us access to the highest quality of investors and potential joint venture partners."

Thunderstruck also announces that, further to its press release dated Aug. 8, 2016, it has closed its previously announced non-brokered private placement of $400,000 and has received the approval of the TSX Venture Exchange to complete the acquisition of 100 per cent of Aljen (Pacific) Ltd., the holder of the exploration licences in Fiji. It has also been given approval by the Reserve Bank of Fiji for the company's proposed share sale agreement.

The non-brokered private placement involved the sale of eight million units at a price of five cents per unit for aggregate gross proceeds of $400,000. Each unit comprised one common share and one-half of one share purchase warrant, each whole warrant entitling the holder to purchase a further common share at a price of 10 cents per share until Aug. 25, 2019. The warrants are subject to accelerated exercise provisions such that if the closing price of the company's common shares exceeds 20 cents per share for a period of 20 consecutive trading days, the company may give notice of the acceleration of the warrant term to a period of 30 days following such notice.

Subsequent to the signing of the share sale agreement with Aljen Pacific on Aug. 5, 2016, Ms. Bradley is currently in Fiji to facilitate the necessary approvals with the Fijian regulatory authorities, namely the Minister of Mineral Resources, Reserve Bank of Fiji, Mineral Resources Department (MRD) and Investment Fiji. Discussions with MRD indicate that exploration licences encompassing both the highly prospective Nakoro and Wainaleka prospects will be renewed until Aug. 31, 2018. It is anticipated that the fieldwork will commence in mid- to late September.

Proceeds of the placement will be applied to acquisition costs and exploration programs for the company's Fijian properties and general working capital. The securities issued in the placement are subject to a hold period in Canada expiring on Dec. 26, 2016. Additional restrictions may apply pursuant to Rule 144 of the Securities Act of 1933, as amended, to U.S. investors.

No finders' fees were payable in connection with the private placement.

Two insiders of the company subscribed for a total of 1,022,000 units for aggregate subscription proceeds of $51,100, each constituting a related-party transaction as such term is defined under Multilateral Instrument 61-101. The company is relying on the exemptions from the formal valuation and minority approval requirements under MI 61-101. The company is exempt from the formal valuation requirement of MI 61-101 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25 per cent of the company's market capitalization, and no securities of the company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the company is exempt from minority shareholder approval relying on sections 5.7(1)(a) and (b) of MI 61-101 as, in addition to the foregoing: (i) neither the fair market value of the units nor the consideration received in respect thereof from interested parties exceeds $2.5-million; (ii) the company has one or more independent directors who are not employees of the company; and (iii) all of the independent directors have approved. A material change report was not filed 21 days prior to the closing of the offering as insider participation had not been established at that time.

Of the insiders noted above, Ms. Bradley acquired an aggregate 822,000 shares and 411,000 warrants, which securities represent in the aggregate 3.91 per cent of Thunderstruck's issued and outstanding share capital. Prior to this transaction, Ms. Bradley owned or controlled 1,252,300 common shares of Thunderstruck, directly and indirectly, as well as warrants to acquire a further 268,500 common shares and options to acquire a further 250,000 common shares. Upon the completion of the placement and the option granted noted below, Ms. Bradley owns or controls an aggregate of 2,074,300 common shares of Thunderstruck, representing 6.67 per cent of the issued and outstanding common shares of Thunderstruck, and warrants to acquire 679,500 common shares of Thunderstruck and options to acquire a further 650,000 common shares of Thunderstruck, representing approximately 10.49 per cent of the issued and outstanding shares of Thunderstruck, on a partially diluted basis assuming the exercise of the convertible securities held by Ms. Bradley only. Ms. Bradley acquired these securities for investment purposes, thus depending on the economic or market conditions or matters relating to Thunderstruck, Ms. Bradley may choose to either acquire additional securities or dispose of securities of Thunderstruck. The company has granted 1.45 million stock options having an exercise price of 8.5 cents and a 10-year term to certain of its directors, officers and consultants.

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