September 24, 2013 – Thunderstruck Resources Ltd. (“Thunderstruck”) announces that, further to its news releases dated August 6, 2013 and September 5, 2013, it has closed the second and final tranche of a non-brokered private placement, consisting of 2,000,000 common shares (the “Shares”) at a per Share price of $0.05 for aggregate gross proceeds of $100,000.
Shares acquired by the placees are subject to a hold period until January 25, 2014, in accordance with applicable securities legislation. The proceeds of the private placement will be used by Thunderstruck to identify and complete a Qualifying Transaction under the policies of the TSX Venture Exchange.
Finder’s fees in the amount of $3,700 were paid to arm’s length finder’s, as consideration for introducing Thunderstruck to certain subscribers.
A director and officer of Thunderstruck participated in the private placement, having purchased 285,300 Shares, constituting a related party transaction pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Thunderstruck relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an
exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the transaction did not exceed 25% of Thunderstruck’s market capitalization.
For additional information, please contact:
Bryce Bradley, President, Chief Executive Officer and Director
Telephone: (604) 349-8119
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 news 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.