Mr. Wes Hanson reports
THUNDER GOLD ANNOUNCES CLOSING OF $2.15 MILLION PRIVATE PLACEMENT OF FLOW-THROUGH UNITS
Thunder Gold Corp., on Dec. 19, 2025, closed its previously announced upsized non-brokered private placement of flow-through (FT) units. The company increased the initial offering of $2-million to gross proceeds of $2.15-million to accommodate the demand.
Pursuant to the private placement, the company issued 28,666,666 FT units at a price of 7.5 cents per FT unit, with each FT unit consisting of one common share and one-half of one 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 10 cents 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 finders' 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. 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 per cent 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-month plus a day hold period from the date of issuance in accordance with applicable securities legislation and policies of the TSX-V.
Qualified person
Technical information in this news release has been reviewed and approved by Wes Hanson, PGeo, president and chief executive officer of Thunder Gold, who is a qualified person under the definitions established by National Instrument 43-101.
About the Tower Mountain gold property
The 100-per-cent-owned Tower Mountain gold property is located adjacent to the Trans-Canada Highway, approximately 40 kilometres west of Thunder Bay, Ont. 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 centre. 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 per cent of the perimeter surrounding the intrusion shows identical geology, alteration and geophysical response, offering a compelling exploration opportunity.
About Thunder Gold Corp.
Thunder Gold is a junior exploration company focused on gold discovery in Canada.
We seek Safe Harbor.
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