November 6, 2013 – Thunderstruck Resources Ltd. (“Thunderstruck” or the “Company”) announces that, further to its news release of October 21, 2013 in which it announced the acquisition of Arcadia Mining Ltd. as its proposed qualifying transaction, Thunderstruck will be undertaking a concurrent private placement to raise up to $1,000,000.
Thunderstruck will conduct a part-and-parcel private placement, which may be brokered in whole or in part, through the distribution of up to 6,666,666 units at $0.15 per unit. Each unit will consist of one common share and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to acquire one additional share at $0.25 for 18 months, subject to an acceleration provision whereby if at any time after four months from closing of the private placement, the closing price of the Company’s shares on the TSX Venture Exchange exceeds $0.40 (on a volume weighted basis) for 20 consecutive trading days, the Company may accelerate the exercise period of the Warrants to a date that is not less than 30 days from the date the Company provides such notice.
The private placement may be effected through the sale of subscription receipts which will convert to units on closing of the qualifying transaction. Finder’s fees will be paid, in compliance with TSXV policies, to arm’s length entities who introduce subscribers to the financing.
Thunderstruck is a capital pool company under the policies of the TSX Venture Exchange, and its proposed acquisition of Arcadia Mining Ltd. is intended to serve as Thunderstruck’s qualifying transaction. Arcadia holds interest in four zinc, copper, gold property interests on the island of Viti Levu, Fiji. A technical report has being prepared with respect to those property interests, which will be filed on SEDAR upon approval from the TSX Venture Exchange.
For additional information, please contact:
Bryce Bradley, President, Chief Executive Officer and Director
Telephone: (604) 349-8119
Completion of the proposed qualifying 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. Specifically, there is no assurance the Company will be able to close the private placement on the terms outlined above, or at all.
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