Ms. Bryce Bradley reports
THUNDERSTRUCK CLOSES $1.5 M STRATEGIC INVESTMENT WITH ZHAOJIN
Thunderstruck Resources Ltd. has closed its previously announced non-brokered private placement (see press release dated March 31, 2026). The placement consisted of an aggregate of 14,532,134 common shares issued at a price of 11 cents per share for aggregate gross proceeds of $1,598,534.74, of which Zhaojin International Gold Co. Ltd. acquired, through a wholly owned subsidiary, 14,207,134 shares, representing 19.99 per cent of the company's issued and outstanding shares.
No finders' fees were payable in connection with the placement. All shares issued pursuant to the placement are subject to a hold period in Canada expiring on Sept. 21, 2026. The net proceeds from the placement are expected to be used to finance the company's 2026 exploration programs on its mineral prospects in Fiji, as well as for general working capital purposes.
As previously announced, the completion of the placement results in the creation of a new insider, being Zhaojin. Prior to the placement, Zhaojin held no securities of the company. Following the placement, Zhaojin indirectly holds through its wholly owned subsidiary, Zhaojin International Mining Co. Ltd., 19.99 per cent of the outstanding shares of the company. While Zhaojin has no specific plans or intentions with respect to the shares acquired, depending on market conditions, general economic and industry conditions, trading prices of the company's shares, the company's business, financial condition and prospects, and/or other relevant factors, Zhaojin may develop such plans or intentions in the future and, at such time, may from time to time acquire additional common shares, dispose of some or all of the existing or additional common shares, or may continue to hold common shares of the company.
A copy of the early warning reports filed by Zhaojin will be available on the company's SEDAR+ profile, or may be obtained by contacting Zhaojin at zjhjkch@163.com.
In connection with this strategic investment, the company and Zhaojin also entered into an investor rights agreement, whereby, subject to certain conditions, including time and ownership thresholds, Zhaojin will have certain rights, including the right initially to appoint one director of the company, and following Jan. 1, 2027, such right will increase to two directors. Zhaojin will also have the right to select a vice-president, exploration, to be appointed by the company, provided such appointment is determined within one month following closing.
In addition, Zhaojin will have a right to participate in future equity financings to maintain its ownership in the company.
Pursuant to the investor rights agreement, Zhaojin has agreed that, for a two-year period, it will not take certain actions without the company's prior written consent. They will not: (a) commence a takeover bid; (b) acquire the company's shares, or direct or indirect rights to acquire any of the company's shares; (c) make, or in any way participate in, any solicitation of proxies to vote the company's shares; (d) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any business combination, amalgamation, or merger or similar transaction involving the company.
A copy of the investor rights agreement is available under the company's SEDAR+ profile.
About Zhaojin International Gold Co. Ltd.
Zhaojin International Gold is a Shenzhen Stock Exchange-listed mining company headquartered in Jinan city, Shandong province, People's Republic of China. In Fiji, Zhaojin is the owner and operator of the Vatukoula gold mine, a historically significant gold operation that has been in continuous production for over 90 years and currently supports a work force of more than 1,300 employees and contractors.
Zhaojin's controlling shareholder is Zhaojin Group, a vertically integrated gold mining enterprise with operations across mineral exploration, mining, processing, smelting, refining, gold bar production and gold jewellery manufacturing. Zhaojin Group is among China's leading gold producers with reported total consolidated gold production of approximately 600,000 to 700,000 ounces in 2025.
About Thunderstruck Resources Ltd.
Thunderstruck Resources is a Canadian mineral exploration company focused on the discovery of high-value copper-gold porphyry, gold-silver epithermal and volcanogenic massive sulphide base metal deposits on the main island of Viti Levu in Fiji.
Fiji has a long history of mining with over 75 years of activity at the prolific Vatukoula gold mine alongside several other advanced development projects and mines including Tuvatu (Lion One Metals), indicated resources of 1.00 million tonnes of 8.48 grams per tonne gold (274,600 ounces), inferred resources of 1.33 Mt of 9.0 g/t Au (384,000 oz) (Tuvatu preliminary economic assessment update National Instrument 43-101) and Namosi (Newmont), proven, measured and indicated resources of 1.8 billion tonnes at 0.35 per cent copper and 0.11 g/t Au (6.4 million ounces Au and 6.3 million tonnes Cu) (Newcrest annual mineral resources update, June, 2022).
The company provides investors with exposure to a diverse portfolio of exploration-stage projects with potential for zinc, copper, gold and silver in a politically safe and stable jurisdiction. Thunderstruck trades on the TSX Venture Exchange under the symbol AWE and U.S. OTC under the symbol THURF.
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