Mr. Wes Hanson reports
THUNDER GOLD ANNOUNCES UP TO $5 MILLION NON-BROKERED PRIVATE PLACEMENT OF FLOW-THROUGH SHARES
Thunder Gold Corp. has arranged a non-brokered private placement financing for aggregate gross proceeds of up to approximately $5-million. Under the offering, the company may issue up to 38,461,539 common shares in the capital of the company at a price of 13 cents per FT (flow-through) share. Each FT share will qualify as a flow-through share as defined in Subsection 66(15) of the Income Tax Act (Canada).
The FT shares will be issued to subscribers pursuant to available prospectus exemptions under National Instrument 45-106, Prospectus Exemptions, and will be subject to a statutory four-month-and-one-day hold period pursuant to applicable Canadian securities laws. The offering is expected to close on or about Nov. 13, 2026, and remains subject to the approval of the TSX Venture Exchange.
The gross proceeds from the issue and sale of the FT shares will be used to incur exploration expenses that qualify as Canadian exploration expenses as defined in Subsection 66.1(6) of the tax act and flow-through mining expenditures as defined in Subsection 127(9) of the tax act for purposes of the mineral exploration tax credit on the company's 100-per-cent-owned Tower Mountain gold property, located in Ontario, Canada. Such qualifying expenditures will be incurred on or before Dec. 31, 2027, and renounced to the subscribers with an effective date no later than Dec. 31, 2026.
In connection with the offering, the company may pay eligible finders cash fees of up to 7 per cent of the gross proceeds raised by such finders and issue non-transferable finders' warrants equal to up to 7 per cent of the number of FT shares sold to subscribers introduced by such finders, in each case in accordance with the policies of the exchange. Each finder's warrant will entitle the holder to acquire one common share of the company at an exercise price of 13 cents per share for a period of 24 months from the date of closing.
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 National Instrument 43-101, Standards of Disclosure for Mineral Projects.
About the Tower Mountain gold property
The 7,625-hectare, 100-per-cent-owned Tower Mountain property is beside the Trans-Canada highway, 40 kilometres west of Thunder Bay, Ont., (population of 120,000). Gold mineralization occurs in variably brecciated and altered rocks surrounding the calc-alkalic Tower Mountain intrusive complex (TMIC). Drilling to date has established an initial mineral resource parallel to the western contact of the intrusion representing approximately 25 per cent of the TMIC halo.
The mineral resource estimate has an effective date of Jan. 19, 2026. A technical report, titled "NI 43-101 Technical Report for the 2026 Mineral Resource Estimate on the Tower Mountain Project, Ontario, Canada," is available on the company's website and on SEDAR+ under the company's issuer profile.
About Thunder Gold Corp.
Thunder Gold is advancing the Tower Mountain project in Thunder Bay, Ont., an emerging gold system with the scale, consistency and quality to support a long-life, open-pit operation. Results from the disciplined drill programs have consistently reinforced confidence in the continuity and predictability of the discovery while highlighting significant potential for expansion across multiple zones of the Tower Mountain intrusive complex. With industry-leading drilling costs, existing infrastructure and a skilled local work force, Tower Mountain represents a rare combination of size, scalability and cost-effective growth.
Thunder Gold's vision is clear: to unlock a discovery that has the potential to become a transformational gold project, delivering long-term value for shareholders while contributing to the future of Canada's mining industry.
We seek Safe Harbor.
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