News Releases
July 10, 2014 – Vancouver, British Columbia – Thunderstruck Resources Ltd. (TSX.V: AWE) “Thunderstruck” is pleased to announce that it has entered into a Mineral Property Option and Sale Agreement with Aljen (Pacific) Limited (the “Vendor”), pursuant to which Thunderstruck has the option to acquire 100% of the rights, title and interest in the Vendor’s portfolio of base metal and gold properties located on the island of Viti Levu, Fiji (the “Properties”).
The two flagship base metal Volcanogenic Massive Sulphide (“VMS”) projects, Nakoro and Wainaleka were drilled by Anglo American in the 1970’s. Both prospects have diamond drill intercepts, including 6.2m @ 1.8%Cu, 12% Zn (WLK1A), 9.7m @ 2.3% Cu, 5.5% Zn (WLK4), and 12m @ 12.7% Zn, 0.3% Cu (NKD2).
To exercise its option to acquire a 100% interest in the Properties, Thunderstruck must pay an aggregate of A$600,000 to the Vendor and issue an aggregate of 1,500,000 common shares to the Vendor, during a period of up to three years. In addition, at its discretion, Thunderstruck has agreed to incur minimum exploration expenditures on the Property of A$1,500,000 during the term of the option. All dollar figures are in Australian currency)
Thunderstruck had previously investigated acquiring the Properties in 2013 and did announce a tentative acquisition agreement by way of a news release dated October 21, 2013. That previous transaction called for a cash payment of A$140,000 and the issuance of an aggregate 19,900,000 common shares (inclusive of negotiated finder’s fees).
Bryce Bradley, Thunderstruck’s President and CEO, stated, “We are very pleased we were able to revisit this opportunity and acquire these properties directly from the Vendor under significantly more favourable terms. Our shareholders have been very patient as we’ve worked diligently for them to find and acquire quality mining assets for fair value, and we are confident that this acquisition meets expectations. Our technical team has undertaken a comprehensive review of the Properties, including data from historic drilling, geophysical and geochemical work. Our initial focus will be on the two VMS prospects, Nakoro and Wainaleka, although the Properties also have potential for gold and copper-gold porphyries.”
Completion of the transaction is subject to a number of conditions, including, but not limited to completion of a 90-day due diligence review by Thunderstruck, the results of which must be satisfactory to Thunderstruck and the Vendor in their sole discretion. The agreement was negotiated at arm’s length. The principals of the Vendor are Alan and Jenny Wolstencroft of Australia. All shares to the Vendor will be subject to four month resale restrictions in accordance with the Canadian securities legislation and the policies of the Exchange.
In conjunction with the transaction, Thunderstruck will undertake a concurrent non-brokered private placement, pursuant to which it will expect to raise sufficient funds to meet all of its contractual obligations for the next 12 months. Additional details of the private placement will be announced in a subsequent news release.
Upon completion of the transaction, a finder’s fee may be paid in common shares of Thunderstruck, to an arm’s length party for introducing Thunderstruck to the Vendor, in compliance with TSXV policies and subject to Exchange approval.
There will not be any change to the board of directors or officers of Thunderstruck as a result of this transaction.
For additional information, please contact:
Bryce Bradley, President, Chief Executive Officer and Director
Telephone: (604) 349-8119
Email:
Or visit the website 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.
This news release contains certain statements that may be deemed “forward-looking statements. 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. Specifically, there is no assurance (i) the option agreement will be closed on the terms outlined above, or at all; (ii) the private placement will be closed; (iii) TSX Venture Exchange approval will be received; (iv) Thunderstruck will exercise the option on the terms outlined above, or at all; or (v) the optioned properties will prove to contain any ore that can be mined economically. 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.
Thunderstruck announces that it has granted incentive stock options to its directors and officers
ExpiredMay 28, 2014 – Thunderstruck Resources Ltd. (“Thunderstruck”) announces that it has granted 1,040,000 incentive stock options (the “Options”), exercisable at $0.05 per share for a period of five years to its directors and officers. The Options are subject to a four month hold period from the date of grant.
On behalf of the Board
“Bryce Bradley”
Bryce Bradley, President, Chief Executive Officer and Director
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 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.
Thunderstruck Sets Date for Shareholders’ Meeting and Updates Status of Qualifying Transaction
ExpiredApril 15 , 2014 – Thunderstruck Resources Ltd. (“Thunderstruck” or the “Company”) announces it has selected July 25, 2014 as the date for the Company’s annual meeting of shareholders. The record date for determining shareholders entitled to vote at the meeting has been set as June 23, 2014. Thunderstruck will provide further information about the meeting in a management information circular that will be mailed to shareholders and posted to the Company’s website and SEDAR.
On March 28, 2014 the Company received a requisition for a special meeting of shareholders. The requisition was made by Robert Withers, Vince Mascolo, Owen King, Brian Moller, GRF Consulting Corp. (Gary Freeman) and Hole One Holdings Inc., who collectively beneficially own at least 5% of the Company’s outstanding shares. The requisition asks for a shareholders meeting for the purpose of removing from office two of the current directors of the Company, and electing as directors Gary Stock and Vincent Mascolo. The Company has set its annual general meeting in response to this requisition.
Thunderstruck is committed to considering the views of its shareholders and making decisions in the best interests of the Company as a whole. As such, the Board does not support the proposal put to the Company by the six dissident shareholders and does not consider it to be in the best interests of the Company.
Further to the Company’s news release of January 27, 2014 pertaining to the proposed qualifying transaction involving the Company’s option to acquire a 60% interest in the Eric Lake property, all documents have been filed with the TSX Venture Exchange, and the Company anticipates the QT will be put before Executive Listing Committee for review shortly. Trading of the Company’s shares will be reinstated upon receipt of final Exchange approval to the transaction.
For a detailed overview of Thunderstruck, please visit SEDAR. For additional information, please contact:
Bryce Bradley, President, Chief Executive Officer and Director Telephone: (604) 349-8119 Email:
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 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.
Vancouver, British Columbia – January 27, 2014 – Thunderstruck Resources Ltd. (“Thunderstruck”) announces that it has entered into an option agreement with 524520 B.C. Ltd. and Chilcotin Capital Corp., together doing business as Hunter Exploration Group. (“Hunter”) and Lawrence Barry, a principal of Hunter, dated June 17, 2013, pursuant to which Thunderstruck will hold an option to acquire (the “Transaction”) a 60% interest in the Eric Lake property located in Nunavut, Canada.
Thunderstruck is a “capital pool company” under the policies of the TSX Venture Exchange (the “Exchange”) 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.
Further to the Thunderstruck’s news releases of October 21, 2013 and November 6, 2013, Thunderstruck will not be proceeding with the proposed acquisition of Arcadia Mining Ltd or the corresponding private placement.
The Eric Lake Property
The Eric Lake Property consists of two claims (K16199 and K16200), staked in 2012 and registered in the name of Lawrence Barry, a principal of Hunter. The Property is approximately 5,165 acres (2,090 hectares) in size and is located approximately 65 kilometers (km) northwest of Arviat in southern Nunavut.
The Eric Lake Property lies within the Rankin Inlet-Ennadai Greenstone Belt within the Hearne Province and Kaminak Subprovince, both of which are part of the Western Churchill Structural Province of the Canadian Shield. All the rocks in this area are of Precambrian age. The Archean Kaminak Subprovince in the area of the Property comprises Henik Group rocks, which consist of middle greenschist facies metamorphosed volcanics, sediments and intrusives. The volcanics consist of intrusive and extrusive lavas along with pyroclastics which range in composition from ultramafic to felsic. Andesites and basalts are the main volcanic lithologies present, while dacites, rhyolites, and gabbros can be observed in minor quantities. Overlying the volcanic package is a mainly clastic sedimentary package comprising argillites and greywackes with occasional Algoma-type silica-magnetite banded iron formations. {00097985;1}
Proposed Transaction
In order to acquire a 60% interest in the Eric Lake Property, and assuming receipt of Exchange acceptance of the Transaction and satisfaction of other conditions precedent to closing of the Transaction, Thunderstruck has agreed to:
1) pay to Hunter $100,000 on the first anniversary of the Exchange acceptance of the proposed Transaction and by no later than March 1, 2015;
2) issue to Hunter an aggregate 600,000 common shares of Thunderstruck: 300,000 shares within five business days of Exchange acceptance of the proposed Transaction and by no later than July 1, 2014; and 300,000 shares by no later than March 1, 2015;
3) incur an aggregate of $6,000,000 in exploration expenditures on the Eric Lake Property as follows:
• $200,000 on or before October 1, 2014;
• $300,000 on or before October 1, 2015;
• $1,000,000 on or before October 1, 2016;
• $2,000,000 on or before October 1, 2017;
• $2,500,000 on or before October 1, 2018;
4) grant to Hunter a 2% royalty on net smelter returns on mineral production from the Eric Lake Property and from any additional property acquired by either party within a 10 kilometre area of influence surrounding the Property, plus a 2% gross overriding royalty on diamond production from the Property and area of influence; and
5) commencing September 1, 2015, pay Hunter a $50,000 annual advance royalty.
On or before December 31, 2016, and upon completion by Thunderstruck of $1,500,000 in exploration expenditures, Thunderstruck shall have a one-time option to purchase Hunter’s 40% interest in the Eric Lake Property in consideration for which Thunderstruck will issue to Hunter 1,000,000 common shares.
Completion of the Transaction is subject to a number of conditions, including, but not limited to receipt of acceptance of the Transaction by the Exchange.
There can be no assurance that the Transaction and the concurrent Financing (as described below) will be completed as proposed or at all.
Directors, Officers and Insiders; Sponsorship
Upon completion of the Transaction the directors, officers and insiders of Thunderstruck will be the directors, officers and insiders of the Resulting Issuer, being:
Bryce Bradley, Chief Executive Officer and a director;
Scott Hamilton, Chief Financial Officer and Corporate Secretary;
Brien Lundin, director; and
Dale Wallster, director.
As the Eric Lake Property is located in Canada and a technical report on the property will be prepared in accordance with National Instrument 43-101, Thunderstruck intends to avail itself of the exemptions from the sponsorship requirements pursuant to the policies of the Exchange, subject to a pre-filing conference with staff of, and acceptance by, the Exchange.
Hunter Exploration Group
The following is based upon information provided by Hunter.
524520 B.C. Ltd. and Chilcotin Capital Corp. are private companies together doing business under the name “Hunter Exploration Group”. The claims comprising the Eric Lake Property are held in the name of Lawrence Barry, a principal of Hunter.
524520 B.C. Ltd. is incorporated under the laws of British Columbia with offices at Suite 1020, 800 West Pender Street, Vancouver, British Columbia. It is owned by Lawrence and Valerie Barry, each as to 50%, and its directors and officers are Lawrence and Valerie Barry.
Chilcotin Capital Corp is incorporated under the laws of British Columbia with offices at Suite 1020, 800 West Pender Street, Vancouver, British Columbia. It is 100% owned by John Robins and its sole director and officer is John Robin.
John Robins and Lawrence Barry of the Hunter Exploration Group are the recipients of the 2007 H.H. “Spud” Huestis Award for excellence in prospecting and mineral exploration.
For additional information, please contact:
Bryce Bradley, Chief Executive Officer and Director Telephone: (778) 340-3899
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.
November 21, 2013 – Thunderstruck Resources Ltd. (the “Company”) announces the appointment of Scott Hamilton as Chief Financial Officer of the Company, following the resignation of Peter de Visser. Scott Hamilton is a graduate of Malaspina College accounting program and has
acted as CFO and been an accountant to junior mining and industrial companies. Scott provides service to these companies through his management company SBD Management Ltd. Scott also has provided services for the last 18 years, under contract to De Visser Gray LLP Chartered Accountants, for accounting and
auditing for resource and small industrial companies as well as consulted on information technology matters.
The Company’s Board of Directors extends sincere thanks to Peter for his time and contributions to the Company during the period he served as CFO and wishes him the best in his future endeavors.
For additional information, please contact:
Bryce Bradley, President, Chief Executive Officer and Director
Telephone: (604) 349-8119
Email:
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.
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.
