August 29, 2016 – Vancouver, British Columbia – Thunderstruck Resources Ltd. (“Thunderstruck”;TSX-V: AWE) is pleased to announce that co-founding director and shareholder Brien Lundin has accepted the position as Chairman of the Board.
CEO Bryce Bradley comments, “Brien has been a strong supporter of Thunderstruck and the prospectivity of our high grade zinc, gold and copper assets in Fiji. As the President of the New Orleans Investment Conference, we’re honoured to have him serve as Chairman of the Board, and believe that his vast level of contacts in the mining exploration industry will assure us access to the highest quality of investors and potential JV partners.”
Thunderstruck also announces that, further to its press release dated August 8, 2016, it has closed its previously announced non-brokered private placement of Cdn$400,000 and has received the approval of the TSX Venture Exchange to complete the acquisition of 100% of Aljen (Pacific) Limited, the holder of the exploration licenses in Fiji. It has also been given approval by the Reserve Bank of Fiji, for the Company’s proposed Share Sale Agreement.
The non-brokered private placement involved the sale of 8,000,000 units at a price of $0.05 per unit for aggregate gross proceeds of Cdn$400,000. Each unit comprised one common share and one half of one share purchase warrant, each whole warrant entitling the holder to purchase a further common share at a price of $0.10 per share until August 25, 2019. The warrants are subject to accelerated exercise provisions such that if the closing price of the Company’s common shares exceeds $0.20 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.
Subsequent to the signing of the Share Sale Agreement with Aljen Pacific on August 5th, 2016, CEO Bryce Bradley is currently in Fiji to facilitate the necessary approvals with the Fijian regulatory authorities, namely the Minister of Mineral Resources, Reserve Bank of Fiji, Mineral Resources Department (MRD) and Investment Fiji. Discussions with MRD indicate that exploration licenses encompassing both the highly prospective Nakoro and Wainaleka prospects will be renewed until August 31, 2018. It is anticipated that the fieldwork will commence in mid-late September.
Proceeds of the placement will be applied to acquisition costs and exploration programs for the Company’s Fijian properties and general working capital. The securities issued in the placement are subject to a hold period in Canada expiring on December 26, 2016. Additional restrictions may apply pursuant to Rule 144 of the Securities Act of 1933, as amended, to U.S. investors.
No finder’s fees were payable in connection with the private placement.
Two insiders of the Company subscribed for a total of 1,022,000 Units, for aggregate subscription proceeds of $51,100, each 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. A material change report was not filed 21 days prior to the closing of the Offering as insider participation had not been established at that time.
Of the insiders noted above, Ms. Bryce Bradley acquired an aggregate 822,000 shares (the “Shares”) and 411,000 warrants (“Warrants”), which securities represent in the aggregate 3.91% of Thunderstruck’s issued and outstanding share capital. Prior to this transaction Ms. Bradley owned or controlled 1,252,300 common shares of Thunderstruck, directly and indirectly, as well as warrants to acquire a further 268,500 common shares and options to acquire a further 250,000 common shares. Upon the completion of the placement and the option granted noted below, Ms. Bradley owns or controls an aggregate of 2,074,300 common shares of Thunderstruck, representing 6.67% of the issued and outstanding common shares of Thunderstruck, and warrants to acquire 679,500 common shares of Thunderstruck and options to acquire a further 650,000 common shares of Thunderstruck, representing approximately 10.49% of the issued and outstanding shares of Thunderstruck, on a partially diluted basis assuming the exercise of the convertible securities held by Ms. Bradley only. Ms. Bradley acquired these securities for investment purposes, thus depending on the economic or market conditions or matters relating to Thunderstruck, Ms. Bradley may choose to either acquire additional securities or dispose of securities of Thunderstruck. The Company has granted 1,450,000 stock options having an exercise price of $.085 and a ten year term to certain of its directors, officers and consultants.
About Thunderstruck Resources
Thunderstruck Resources is a Canadian mining exploration company with highly prospective VMS and Precious Metals projects in Fiji. The Company provides investors with exposure to a diverse portfolio of assets rich in copper, zinc, silver and gold in a politically safe and stable jurisdiction. Thunderstruck trades on the Toronto Venture Exchange (TSX-V) under the symbol “AWE”.
For additional information, please contact:
Bryce Bradley, President, Chief Executive Officer and Director
Telephone: (604) 349-8119
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.
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 the private placement will be closed on the terms set out above or at all or that) TSX Venture Exchange approval will be received. 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.