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Thunderbird Announces Flow-Through and Non-Flow Through Private Placements
April 20, 2023
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Vancouver, British Columbia, April 20, 2023 – Thunderbird Minerals Corp. (the “Company” or “Thunderbird”) is pleased to announce a non-brokered private placement consisting of the issuance of: (1) 5,000,000 flow-through units (each, an “FT Unit”) at a price of $0.12 per FT Unit for gross proceeds of $600,000 (the “FT Offering”), and (2) 5,000,000 non-flow-through units (each, an “NFT Unit” and, together with the FT Units, the “Units”) at a price of $0.10 per NFT Unit for gross proceeds of $500,000 (the “NFT Offering” and, together with the FT Offering, the “Offering”).
Each FT Unit will consist of one common share of the Company to be issued on a “flow-through” basis (each, a “FT Share”) pursuant to the Income Tax Act (Canada) (the “Tax Act”) and one-half of one common share purchase warrant (each, a “Warrant”), with each full Warrant entitling the holder to purchase one additional non-flow-through common share (each, a “Warrant Share”) at a price of $0.20 per Warrant Share for a period of 24 months following the closing of the Offering (the “Closing”).
Each NFT Unit will consist of one common share of the Company to be issued on a “non-flow-through” basis (each, an “NFT Share”) and one-half Warrant.
Certain insiders of the Company may acquire Units in the Offering. Any participation by insiders in the Private Placement would constitute a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, the Company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, would exceed 25% of the Company’s market capitalization.
The aggregate proceeds of the FT Offering will be used by the Company to incur exploration expenditures on the Company’s properties. Such expenditures will constitute “Canadian Exploration Expenses” (as defined in the Tax Act) which will be renounced to purchasers for the taxation year ending December 31, 2023. The aggregate proceeds of the NFT Offering will be used by the Company for exploration expenditures on the Company’s properties as well as for general working capital purposes.
THUNDERBIRD MINERALS CORP.
2110 -650 West Georgia Street
Vancouver, British Columbia
Canada, V6B 4N9
Telephone: 604 568 8807
Facsimile: 604 681 1864
www.thunderbirdminerals.ca
The securities issued under the Offering, and any shares that may be issuable on exercise of any such securities, will be subject to a statutory hold period expiring four months and one day from the date of issuance of such securities.
The Company may pay finder’s fees on a portion of the Offering, subject to applicable securities legislation.
None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Thunderbird Minerals Corp.
Thunderbird is a well-funded junior grassroots explorer focused on the discovery of new precious metal and copper projects through systematic exploration in metal endowed terranes located in tier one mining jurisdictions in North America. Thunderbird’s focus is to develop its portfolio of projects to the mineral resource stage. Thunderbird’s drill ready projects include the Bullseye property in the Wels District of the Yukon, the Eagle Mountain gold property in the Cassiar Gold District in northern British Columbia and the Argo copper and gold property near Quesnel, British Columbia. Thunderbird continues to look for attractive properties throughout North America.to add to its already substantial early-stage project pipeline.
Thunderbird was incorporated under the Business Corporations Act (British Columbia) on November 25, 2022, under the name “Thunderbird Minerals Corp.” as a subsidiary of Golden Sky Minerals Corp. (“Golden Sky”). Golden Sky’s Bullseye, Argo, and Eagle Mountain exploration properties and $355,000 in cash were spun out to Thunderbird by way of a statutory plan of arrangement (the “Plan of Arrangement”), which involved, among other things, the distribution of common shares of Thunderbird to Golden Sky shareholders on the basis of 0.5 of a Thunderbird common share for each outstanding Golden Sky common share. Thunderbird is currently a reporting issuer in British Columbia and Alberta but does not currently have any of its securities listed or quoted on any stock exchange.
ON BEHALF OF THE BOARD
John Newell
President and Chief Executive Officer
For additional information, please visit Thunderbird’s website at www.thunderbirdminerals.ca or contact John Newell by telephone (604) 568-8807 or by email at info@thunderbirdminerals.ca or john.newell@thunderbirdminerals.ca.
Cautionary Statement Regarding Forward-Looking Information
Certain information contained in this news release constitutes “forward-looking information” or “forward-looking statements” (collectively, “forward-looking information”). Without limiting the
foregoing, such forward-looking information includes statements regarding the process and completion of the Offering, the use of proceeds of the Offering and any statements regarding the Company’s business plans, expectations and objectives. In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward-looking information. Forward-looking information should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. Forward-looking information is based on information available at the time and/or the Company management’s good faith belief with respect to future events and is subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company’s control. The forward-looking information set forth herein reflects the Company’s expectations as at the date of this news release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.