Mr. John Newell reports
THUNDERBIRD SIGNS DEFINITIVE AGREEMENT TO ACQUIRE OPTION ON BIG ONION COPPER-MOLYBDENUM
PROPERTY
Thunderbird Minerals Corp. has entered into a share exchange agreement dated Nov.
2, 2026, with 1563963 B.C. Ltd. (TargetCo) and the holders of all
of the issued and outstanding common shares of TargetCo. Under the share
exchange agreement, Thunderbird will acquire all 3.16 million issued and outstanding common shares of
TargetCo in consideration for the issuance to the vendors of an aggregate of 20 million common shares
of Thunderbird at a deemed issue price of 16 cents per share, representing aggregate deemed consideration of
$3.2-million.
TargetCo's sole material asset is an exclusive option to acquire a 100-per-cent undivided interest
in the Big Onion copper-molybdenum property, located approximately 16 kilometres east of Smithers,
B.C. On completion of the transaction, Thunderbird will own
TargetCo and thereby indirectly hold the benefit of the option. TargetCo will acquire title to the property
only upon exercise of the option and satisfaction of the cash payment, share issuance and exploration
expenditure requirements summarized below.
The Big Onion property
The property is an exploration-stage copper-molybdenum project in the Omineca mining division of
British Columbia and comprises 13 mineral claims aggregating approximately 4,493.18 hectares.
The property is road accessible, and is underlain principally by volcanic and sedimentary rocks of the
Jurassic Hazelton group that have been intruded by younger intrusive rocks, including quartz diorite and
quartz feldspar bodies. Historical exploration has identified copper-molybdenum mineralization associated
with intrusive rocks and adjacent volcanic rocks. Exploration conducted on the property since the 1960s
has included geological mapping, geochemical and geophysical surveys, and extensive diamond and
percussion drilling.
More recent exploration includes soil sampling and an unmanned aerial vehicle magnetic survey completed
in 2021, followed by additional soil sampling and prospecting in 2022. The historical and more recent
exploration information provides an extensive data set that the company intends to compile, validate and
reinterpret as part of its further evaluation of the property.
Data verification
Brady Clift, PGeo, an independent qualified person retained by the company for purposes of National
Instrument 43-101, has reviewed the available scientific and technical information concerning the property
in connection with preparation of an updated technical report for the company. The historical exploration
information relating to the property was generated by previous operators over an extended period and
portions of the underlying historical records, including original assay certificates and quality assurance and
quality control information, are incomplete or have not been independently verified. Accordingly, the
historical scientific and technical information in this news release is subject to those limitations.
Updated technical report
The company has obtained an updated technical report on the property prepared by Mr. Clift, PGeo,
with an effective date of Oct. 21, 2026, in accordance with National Instrument 43-101. The report
incorporates available historical and more recent exploration information concerning the property, the
results of the qualified person's site inspection on Oct. 21, 2026, and recommendations for further
exploration. The technical report has been submitted to the TSX Venture Exchange for review, and the company has submitted a revised version addressing comments received from the exchange's staff
geologist. The report remains subject to final exchange acceptance and will be filed on SEDAR+ in
accordance with applicable requirements.
The updated technical report does not establish a current mineral resource on the property. The 2010
historical estimate remains a historical estimate, and will remain historical unless and until a qualified
person completes sufficient work to classify it as a current mineral resource in accordance with National Instrument 43-101
and current Canadian Institute of Mining, Metallurgy and Petrolem definition standards.
John Newell, president and chief executive officer of Thunderbird, stated: "Big Onion is exactly the kind
of opportunity we look for: a property with a substantial, decades-long body of historical exploration work,
sitting in the Babine porphyry belt, one of the most active copper districts in British Columbia right now,
and the chance to bring modern geophysics, 3-D modelling and current geological thinking to an extensive
historical data set. That combination is what excites us most about this acquisition. We're seeing real
momentum in this district, from established past producers to renewed major-backed exploration nearby,
and we believe Big Onion's historical data set positions it well within that story. Copper's long-term
fundamentals are compelling, electrification, grid modernization, renewables and data centre growth are
all pulling in the same direction, and British Columbia offers the infrastructure, work force and mining
culture to develop real projects."
Mr. Newell continued: "Big Onion's road access and its complementary season to Apache make it a natural
fit for our portfolio, giving Thunderbird a genuine year-round exploration program across two copper-focused projects. We're moving deliberately: Our first priorities are validating the historical database,
building on the recent site inspection and developing the geological model that will help us refine and
prioritize potential drill targets. This is disciplined, staged exploration, and we're genuinely excited about
where it can take us."
Planned exploration program
Subject to closing, Thunderbird currently expects to incur approximately $250,000 in qualifying
exploration expenditures on the property during the first 12 months following closing, consistent with both
the first-year expenditure commitment under the amended and restated option agreement and the phase
1 exploration program recommended in the updated technical report.
The recommended phase 1 program is focused on compilation and review of the extensive historical
exploration data set and additional geophysical surveying designed to assist in identifying and refining
deeper exploration targets. The geophysical component is expected to employ techniques capable of
investigating mineralization at depth, which may include magnetotelluric or deep induced-polarization
surveying. The results of this work are expected to be integrated with the historical drilling, geological,
geochemical and geophysical information to refine the geological interpretation of the property and
prioritize targets for possible follow-up drilling.
Any subsequent drilling program will depend on the results of the phase 1 work and will remain subject to
the availability of financing, receipt of required permits, contractor and equipment availability, and other
customary considerations. There can be no assurance that a drilling program will be undertaken.
Transaction and option terms
The option was granted pursuant to an option agreement dated April 7, 2026, between Deep Core Resources
Inc. as optionor, and TargetCo as optionee as amended by agreements effective June 30,
2026, Aug. 13, 2026, Sept. 29, 2026, and Oct. 30, 2026. The most recent amendment, effective Oct. 30, 2026, extended the deadline for
completion of a public event under the existing option agreement to Nov. 30, 2026. Deep Core is
an indirect wholly owned subsidiary of Blue Lagoon Resources Inc., held through Metal Mountain
Resources Inc.
Concurrently with closing, the existing option agreement will be amended and restated in its entirety
pursuant to an amended and restated option agreement among Deep Core, TargetCo and Thunderbird. The amended and restated option agreement will,
among other things, provide for the issuance of an aggregate of two million Thunderbird common shares in
lieu of the two million TargetCo shares otherwise issuable to Deep Core, measure the remaining exploration
expenditure periods from closing, confirm that closing constitutes the required public event and provide
for a three-kilometre area of interest surrounding the property.
Basis for transaction consideration
The consideration for the transaction, being 20 million common shares to be issued to the vendors, was
determined through arm's-length negotiations between Thunderbird and the vendors. In agreeing to the
consideration, Thunderbird considered the nature and stage of development of the property, the historical
exploration work completed on the property and the historical mineral resource estimate, together with the
rights available under the option to acquire a 100-per-cent interest in the property and the remaining obligations
required to exercise the option.
TargetCo entered into the option on April 7, 2026, and has paid the initial $150,000 cash payment required
under the option. The consideration payable by Thunderbird reflects the parties' negotiated assessment of
the value of TargetCo's rights under the option and the underlying property, having regard to the stage of
development of the property, the historical exploration work and historical mineral resource estimate, and
the remaining obligations required to exercise the option.
Option consideration
To exercise the option and acquire the 100-per-cent interest in the property, TargetCo must satisfy the following
remaining obligations under the amended and restated option agreement:
- Cash payments: $150,000 on or before April 7, 2027, and $200,000 on or before April 7, 2028.
Deep Core has acknowledged receipt of the initial $150,000 payment made by TargetCo on
April 7, 2026.
- Share issuances: an aggregate of two million common shares of Thunderbird, issuable to Deep
Core in four tranches of 500,000 shares. The first tranche will be issuable within 90 days after
closing or, if the acceptance or approval of the TSX Venture Exchange required for such
issuance has not been obtained by that date, within 10 business days after such acceptance or
approval is obtained; the remaining tranches are scheduled for April 7, 2027, April 7, 2028,
and April 7, 2029;
- Exploration expenditures: cumulative qualifying expenditures of $250,000 within 12 months
after closing, $750,000 within 24 months, $1.25-million within 36 months and $2-million within
48 months.
Subject to the terms of the amended and restated option agreement, including Deep Core's consent, a
cash payment may be made in lieu of an exploration expenditure shortfall. TargetCo may complete the option requirements early and exercise the option before the final scheduled dates. Upon exercise, Deep
Core will be required to transfer the 100-per-cent interest in the property to TargetCo, subject only to the royalties
described below.
Royalties
The property includes mineral claims that are subject to an aggregate 3.0-per-cent net smelter return royalty, held
as to 1.875 per cent by 0737141 B.C. Ltd. and as to 1.125 per cent by Metal Mountain Resources. The applicable
royalty instruments provide certain rights to reduce the royalty in 0.25-per-cent increments at a price of $250,000
for each 0.25-per-cent reduction. The claims to which the royalties apply, the availability and extent of the
reduction rights, and the procedures and conditions governing their exercise are determined by the
applicable royalty instruments.
Share restrictions
The 20 million common shares issuable to the vendors will be subject to the applicable statutory hold
period and the three-year resale restrictions applicable to Tier 2 value securities under the policies of the
TSX Venture Exchange. The common shares issuable to Deep Core under the amended and restated
option agreement will be subject only to the applicable statutory hold periods under Canadian securities
laws. No finder's fee is payable in connection with the transaction.
Closing conditions and exchange review
The transaction is an arm's-length transaction. None of the vendors or Deep Core is an associate or
affiliate of the company, and the transaction does not involve any related-party relationship between the company or its insiders and the vendors or Deep Core. It is not intended to constitute a change of business
or reverse takeover under the policies of the TSX Venture Exchange, and is being submitted to the
exchange as a reviewable acquisition under Policy 5.3 (Acquisitions and Dispositions of Non-Cash Assets),
subject to the exchange's final classification and acceptance.
Closing remains subject to acceptance by the TSX Venture Exchange, execution and delivery of the amended and restated option agreement, receipt of all required approvals and consents, and satisfaction
or waiver of the other closing conditions contained in the share exchange agreement. There can be no
assurance that the transaction will be completed on the terms described in this news release or at all.
Qualified person
The scientific and technical information contained in this news release has been reviewed and approved by
Mr. Clift, PGeo, an independent qualified person as defined in National Instrument 43-101 (Standards
of Disclosure for Mineral Projects). Mr. Clift is the author of the updated technical report on the property,
effective Oct. 21, 2026, and completed a personal inspection of the property on that date.
About Thunderbird Minerals Corp.
Thunderbird Minerals is a Canadian mineral exploration company focused on precious and base
metal projects in Canada and the United States. The company's portfolio includes the Apache copper-gold
property in California, the Bull's-eye gold property in Yukon and the Argo copper-gold property in British
Columbia. On closing, Thunderbird will also indirectly hold the option to acquire a 100-per-cent interest in the
Big Onion copper-molybdenum property in British Columbia.
We seek Safe Harbor.
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