October 9, 2018 – Vancouver, British Columbia – Thunderstruck Resources Ltd. (“Thunderstruck”; TSX-V: AWE, OTCQB: THURF) announces that, further to its press release dated October 4, 2018, it has closed its previously announced non-brokered private placement (the “Placement”).
Gross proceeds of $100,000.00 were raised through the sale of 1,250,000 units at a price of $0.08 per unit (each a “Unit”). Each Unit comprised one common share and one share purchase warrant. Each warrant entitles the holder to purchase a further common share at a price of $0.15 per share until October 9, 2021. The warrants are subject to accelerated exercise provisions such that if the closing price of the Company’s common shares exceeds $0.25 per share for a period of 20 consecutive trading days, the Company may give notice of the acceleration of the warrants’ term to a period of 30 days following such notice.
No finder’s fees were payable in connection with the Placement.
All securities issued in the first tranche are subject to a hold period in Canada expiring on February 10, 2019. Additional restrictions may apply pursuant to Rule 144 of the Securities Act of 1933, as amended, to U.S. investors.
Proceeds of the Placement will be applied to exploration programs for the Company’s Fiji properties and general working capital.
Insiders of the Company subscribed for a total of 562,500 Units for aggregate subscription proceeds of $45,000, constituting a “related party transaction” as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101″). The Company is relying on the exemptions from the formal valuation and minority approval requirements under MI 61- 101. The Company is exempt from the formal valuation requirement of MI 61-101 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company’s market capitalization, and no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Company is exempt from minority shareholder approval relying on sections 5.7(1)(a) and (b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the Units nor the consideration received in respect thereof from interested parties exceeds $2,500,000, (ii) the Company has one or more independent directors who are not employees of the Company, and (iii) all of the independent directors have approved the placement. A material change report was not filed 21 days prior to the closing of the private placement as insider participation had not been established at that time.
APPOINTMENT OF CHIEF FINANCIAL OFFICER
The Company is also pleased to announce the appointment of Annie Zou as its Chief Financial Officer and Corporate Secretary, who will replace Scott Hamilton who has resigned. Ms. Zou works with public companies in the resource, biopharmaceutical and technology industries. Her knowledge and experience support the financial reporting, regulatory compliance, treasury and audit functions. Ms. Zou completed a Bachelor of Commerce degree at the University of British Columbia and specialized in Accounting and Statistics. She is also a candidate for Chartered Professional Accountants British Columbia (CPABC).
The Company would like to thank Mr. Hamilton for his contributions to the Company.
Additionally, the Company advises that it has entered into a consulting agreement with Rob Christl for the provision of investor relations services. Mr. Christl has been an active investor and has worked in various corporate development capacities in the junior resource industry for over 20 years, and is a long-time and loyal shareholder of Thunderstruck Resources. After setting up the mining desk for Robson Capital in Vancouver, he raised funds for exploration companies and acted as intermediary between clients and shareholders to facilitate clear communication with stakeholders. Mr. Christl will initially receive a fee of $1,500 per month, subject to adjustment at the discretion of the board. The term of the agreement is 12 months.
About Thunderstruck Resources
Thunderstruck Resources is a Canadian mineral exploration company that has assembled extensive and highly prospective properties in Fiji on which recent and previous exploration has confirmed VMS, copper and precious metals mineralization. The Company provides investors with exposure to a diverse portfolio of exploration stage projects with potential for zinc, copper, gold and silver in a politically safe and stable jurisdiction. Thunderstruck trades on the Toronto Venture Exchange (TSX-V) under the symbol "AWE" and United States OTCQB under the symbol “THURF”.
For additional information, please contact:
Rob, Christl, Investor Relations
P: 778 840-7180
or, visit our website: http://www.thunderstruck.ca
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.