October 21, 2013 – Thunderstruck Resources Ltd. (“Thunderstruck”) announces that it has entered into a Letter of Intent dated October 10, 2013 with Arcadia Mining Ltd. (the “Vendor”), pursuant to which Thunderstruck will acquire all the issued and outstanding shares of the Vendor in exchange for common shares in the capital of Thunderstruck (the “Transaction”).
Thunderstruck is a “capital pool company” under the policies of the TSX Venture Exchange (the “Exchange” or “TSXV”) and the Transaction is intended to serve as Thunderstruck’s “qualifying transaction” in accordance with Exchange Policy 2.4. The Transaction is an arm’s length transaction and, as such, is not a Non-Arm’s Length Qualifying Transaction (as such term is defined in Exchange policy) and will not be subject to Thunderstruck receiving shareholder approval for the Transaction. Upon completion of the Transaction, Thunderstruck will be listed as a Tier 2 Mining Issuer pursuant to the initial listing requirements of the Exchange.
Thunderstruck will acquire all the issued and outstanding shares of the Vendor on the completion date of the Transaction (the “Closing Date”) in exchange for 17,200,000 common shares in the capital of Thunderstruck (the “Payment Shares”) plus an additional 1,500,000 common shares (the “Property
Shares”) to the current tenement holders of the Vendor’s main properties.
The parties have acknowledged that the Payment Shares and Property Shares will be subject to escrow and resale restrictions in accordance with the policies of the Exchange, and to additional voluntary pooling restrictions.
Completion of the Transaction is subject to a number of conditions, including, but not limited to:
(a) Completion of a due diligence review of Thunderstruck and the Vendor and their respective assets, liabilities, and operations, the results of which are satisfactory to Thunderstruck and the Vendor in their sole discretion, such review to be concluded within 30 days after the effective date of the Letter of Intent;
(b) Operation of the business by the Vendor in a manner consistent with past practices in the ordinary course;
(c) The absence of any material adverse changes in Thunderstruck’s or the Vendor’s business, assets or liabilities;
(d) Receipt by Thunderstruck of a favourable title opinion on the Vendor’s mining tenements and mineral prospects in Fiji (the “Property”);
(e) Receipt by Thunderstruck of a report prepared in accordance with National Instrument 43-101 respecting the Vendor’s two Special Prospecting Licences;
(f) Confirmation from the Vendor’s counsel that the Transaction has been conducted in accordance with applicable law; and
(g) Receipt of all approvals and third-party consents of the boards of directors of Thunderstruck and the Vendor, customers, lenders, lessors and regulatory authorities, including but not limited to the Exchange.
There can be no assurance that the Transaction will be completed as proposed or at all.
Thunderstruck may conduct a non-brokered private placement (the “Financing”), additional details of which will be announced in a subsequent news release, that is intended to close concurrent with closing of the Transaction. Finder’s fees will be paid, in compliance with TSXV policies, to arm’s length
entities who introduce to Thunderstruck subscribers to the Financing.
Upon completion of the Transaction, a finder’s fee will be paid in common shares of Thunderstruck, in compliance with TSXV policies, to an arm’s length party for introducing Thunderstruck to the Vendor, subject to Exchange approval. The finder has acknowledged that the shares may be subject to resale restrictions and voluntary pooling provisions.
Directors, Officers and Insiders; Sponsorship
Upon completion of the Transaction the directors, officers and insiders of Thunderstruck will be:
• Bryce Bradley, President and Director
• Bruno Seneque, Chief Executive Officer and Director
• Dale Wallster, Director; and
• one additional director to be determined by the Vendor.
The following is a brief background on each proposed director and officer:
Name and place of residence | Current Principal occupation
British Columbia, Canada
President and Director
– Businesswoman, entrepreneur and president of a corporate development
company (since October 2005)
Chief Executive Officer and Director
– Managing Director/CEO of Arcadia Mining Ltd. (since April 2012)
British Columbia, Canada
– Geologist, prospector and self-employed businessman since 1980.
Sponsorship of a qualifying transaction by a capital pool company is required by the Exchange unless an exemption from the sponsorship requirement is available. Thunderstruck intends to apply for an exemption from the sponsorship requirement; however there is no assurance that such exemption will be granted. Further details will be announced when available.
Arcadia Mining Ltd.
The following is based upon information provided by the Vendor.
Arcadia Mining Ltd. is an unlisted mineral exploration company incorporated pursuant to the laws of Australia. The directors and officers of the Vendor, with an office address of 342 Scarborough Beach Road, Osborne Park, Western Australia, are:
• Bruno Seneque – Managing Director
Previously Managing Director of Fox Resources Ltd, which operated the Radio Hill nickel/copper mine in Karratha, Pilbara region of Western Australia. Certified Practicing Accountant with CPA Australia and an Affiliate with Chartered Secretaries Australia and has 17 years experience as a qualified accountant. Experience in the mining industry in various roles including executive general management, CFO roles, company secretarial roles, corporate and mine site accounting
• James Robert Zadko – Non-Executive Chairman
Canadian born professional with 35 years experience in petroleum engineering and senior management in the oil and gas industry. 17 Years at Dresser Industries Inc. a multinational petroleum and mining corporation in a number roles and ultimately as the Chairman and Managing Director in the Asia Pacific Region. Between 1990 and 2006 sat on the boards of several public oil and gas companies in both executive and non-executive roles. In 1996 was the co-founder and CEO of the Canadian public oil company, North Sun Energy Limited with operations in Italy. Since 2004 has been Chairman of a US oil company developing several oil fields in the US.
• Nicholas Gerard Revell – Non-Executive Technical Director
Mr. Revell has 23 years’ experience as a mine and exploration geologist. He has experience in a number of commodities including gold, base metals and iron ore. Previously Chief Geologist at Macarthur Minerals Limited listed on the Toronto Stock Exchange. Held roles at Fortescue Metals Group, Crescent Gold Limited (Formerly Apollo Gold Mining Limited), Auriongold Limited (formerly Goldfields Limited), North Limited, Renison Goldfields Limited and St Barbara Limited (formerly St Barbara Mines Limited). Formerly an executive director for Adept Solutions Limited; a non-executive director of Riviera Resources Limited, Mayan Iron Corporation Limited and Kidman Resources Ltd. Founding director of Amex Resources Ltd which has an iron sands project in Fiji. Currently a non-executive director of Forte Consolidated Limited.
• Tom Galopoulos – Non-Executive Director
Mr. Galopoulos has had a successful career in property development, hospitality and winery ownership. He has been a significant investor in several resource focused companies that have successfully listed on the ASX. He holds a number of directorships in private companies.
The holders of 10% or more of the outstanding shares of the Vendor are Bruno Seneque and Tom Galopoulos of Western Australia.
The Vendor is a party to a share purchase agreement dated May 10, 2012 pursuant to which the Vendor has the right to purchase the shares of Aljen (Pacific) Limited (“Aljen”) in consideration of A$140,000 and 1,500,000 shares. Aljen is a private company which holds four mineral property interests on the island of Viti Levu, Fiji:
Special Prospecting Licence No. 1416 – 30 km2
Special Prospecting Licence No. 1425 – 148 km2
Prospecting Licence Application CX 784 – 32 km2
Prospecting Licence Application CX 801 – 150 km2
Thunderstruck will assume the Vendor’s payment obligations to acquire Aljen, and pay the A$140,000 and deliver 1,500,000 Property Shares on closing.
Exploration on the two Special Prospecting Licences (SPLs) has been conducted by many major and junior mining companies since the early 1970’s. Limited diamond drilling was completed on two prospects, but no drill core remains for inspection. Aljen has done further exploration, including shallow core drilling, and has kept the Licences in good standing. The properties are prospective for copper-zinc mineralization. An NI 43-101 technical report on the Property will be prepared for Thunderstruck as a condition of closing the Transaction; and further details of the Property will be reported at that time. Additional financial information about the Vendor will be disclosed in a subsequent news release.
For additional information, please contact:
Bryce Bradley, President, Chief Executive Officer and Director
Telephone: (604) 349-8119
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSX Venture Exchange Inc. 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.
This news release contains certain statements that may be deemed “forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although Thunderstruck believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of Thunderstruck’s management on the date the statements are made. Except as required by law, Thunderstruck undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.