Early Warning Report Filing - Dr. Strashin Now Holds In-Excess of 16%
Thunder Bay, Ontario--(Newsfile Corp. - May 2, 2024) - Thunder Gold Corp. (TSXV: TGOL) (FSE: Z25) (OTCQB: TGOLF) (formerly White Metal Resources Corp.) ("Thunder Gold" or the "Company") has executed a binding Letter of Intent (the "LOI") to option an 80% interest in the Seagull Lake property (ON) and a Definitive Agreement (the "DA") to option a 100% interest in the Startrek property (NF). Additionally, the Company wishes to announce that Dr. Elliot Strashin, Chairman of Thunder Gold Corp., is filing an Early Warning Report ("EWR") to register that he now holds in excess of 16% of the outstanding common shares of the Company.
Wes Hanson, President and CEO, states: "Both of the option transactions allow Thunder Gold to continue to focus our exploration resources on the Tower Mountain gold property in Ontario, where prospective geology and proximity to existing infrastructure significantly reduce our all-in exploration cost in an emerging gold camp, the eastern Shebandowan greenstone belt. Both Seagull Lake and Startrek offer excellent discovery potential but we believe that Tower Mountain is where we should be directing our exploration effort going forward. Tower Mountain is geologically prospective and is located adjacent to existing infrastructure resulting in reduced exploration costs and fewer logistical challenges."
Seagull Lake: LOI Terms
The LOI for the Seagull Lake Property was executed with Rift Minerals Inc. ("Rift"), a private company based in Thunder Bay, ON, in respect of a proposed transaction whereby Rift may earn an 80% interest in the Seagull Lake property under the following terms:
Paying C$ 10,000.00 cash and issuing 250,000 common shares to the Company within five business days of receipt of any required regulatory approvals (the "Closing Date");
Paying C$ 15,000.00 cash and issuing 250,000 common shares to the Company on or before the first anniversary of the Closing Date;
Paying C$ 25,000.00 and issuing 250,000 common shares to the Company on or before the second anniversary of the Closing Date;
Paying C$ 50,000.00 and issuing 250,000 common shares to the Company on or before the third anniversary of the Closing Date; and
On declaration of commercial production, the operator shall make five (5) equal payments of 20% of EBITA or part thereof, due annually on the anniversary date of the Declaration of Commercial Production, in arrears and in proportion to the Property interest of the Optionee.
The proposed transaction with Rift is subject to due diligence, execution of a Definitive Agreement and regulatory approvals, if required.
Startrek: DA Terms
The DA for the Startrek Property was executed with Stares Contracting Corp. (the "Optionee"), a private company based in Thunder Bay, ON, pursuant to which, subject to any required regulatory approvals, the Optionee may earn a 100% interest in the Startrek property under the following terms:
Completing exploration expenditures of at least C$ 201,474 by December 30, 2024 on claim 026779M;
Completing exploration expenditures of at least C$ 689 by December 23, 2025 on claim 027531M;
Completing exploration expenditures of C$ 9,545 by August 26, 2026 on claim 026779M;
Issuing one million common shares of the Optionee, should the Optionee become a publicly listed entity or, in the event the Optionee transfers it's interest in the property to a publicly listed entity, issuing one million shares in the company acquiring the Optionee's interest in the property;
Making a one-time cash payment of C$ 1,000,000 upon achieving commercial production from the property.
Early Warning Report ("EWR")
On May 1, 2024, Dr. Elliot Strashin purchased through the TSX Venture Exchange, a total of 290,000 common shares of the Company at $0.03 per share, triggering a regulatory requirement to file an EWR and news release in accordance with National Instrument 62-103 - The Early Warning System and Related Take Over Bids and Insider Reporting Issues.
Immediately prior to the purchase of securities described above, Dr. Strashin owned 27,700,957 common shares, representing an approximately 15.98% interest in the Company on an undiluted basis. Immediately following the transaction that triggered the requirement to file the EWR, Dr. Strashin and his joint actors own 27,990,957 common shares, representing approximately 16.15% interest in the Company on an undiluted basis. In addition, Dr. Strashin currently holds or controls 2,375,000 options for the purchase of an additional 2,375,000 common shares. These options are directly held by Dr. Strashin. If these options were exercised, Dr. Strashin and joint actors would own a total of 30,365,957 common shares, representing approximately 17.29% of the issued and outstanding common shares, assuming no other common shares are issued.
All securities of the Company owned or controlled by Dr. Strashin are held for investment purposes only. He intends to review, on a continuous basis, various factors related to its investment, including (but not limited to) the price and availability of the securities of the Company, subsequent developments affecting the Company or its business, and the general market and economic conditions. Based upon these and other factors, Dr. Strashin may decide to purchase or sell securities of the Company. A copy of the Early Warning Report may be obtained from Dr. Strashin by contacting him at 416-504-0077 and will be available under the Company's profile on SEDAR+ at www.sedarplus.ca.
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 National Instrument 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 approximate 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.
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: timing of completion of the proposed transactions contemplated by the LOI and the DA; timing of entering into a definitive agreement in respect of the proposed transaction contemplated by the LOI, if at all; any regulatory approvals required in connection with the proposed transactions; timing of the payment of the deferred consideration, if at all, pursuant to the LOI and the DA; 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.
