Thunder Gold Announces Closing of CDN$1.6 Million Non-Brokered Private Placement of Flow-Through & Non-Flow-Through Units

Thunder Bay, Ontario–(Newsfile Corp. – June 30, 2025) – Thunder Gold Corp (TSXV: TGOL) (FSE: Z25) (OTCQB: TGOLF) (formerly White Metal Resources Corp) (“Thunder Gold” or the “Company”) is pleased to announce it has closed on its financing, which was both upsized and over-subscribed. The non-brokered private placement consisted of flow-through units and non-flow-through units. The Company increased the initial offering of CDN$1,000,000 to gross proceeds of CDN$1,600,000 (the “Private Placement”) to accommodate the demand.

Wes Hanson, President and CEO, stated, “We are very pleased with the support we received on this financing. Proceeds from the financing shall be used to expand the 2024 soil geochemistry grid along the interpreted trace of the northeast trending Thunder Lake Fault. Surface mapping has identified Timiskaming conglomerates, with elevated gold values, coincident with the fault but surface work to date is limited. We shall also complete infill soil geochemistry on prioritized gold-in-soil anomalies identified in 2024 to better define potential drill targets. The planned infill soil geochemistry includes the strong, multi-sample anomaly 500 metres southeast of the P-Target, along the interpreted plunge direction of the high-grade results identified at surface. Surface prospecting, outcrop stripping and channel sampling shall evaluate the most favourable soil geochemical anomalies in advance of a 2,000 to 3,000 metre Phase 3 drill program scheduled for mid to late September.”

Pursuant to the Private Placement, the Company issued 12,857,143 flow-through units (“FT Units”) at a price of CDN$0.07 per FT Unit, with each FT Unit consisting of one common share and one-half of one warrant, each of which qualifies as a “flow-through share” as defined in subsection 66(15) of the Income Tax Act (Canada), and 11,666,667 hard dollar units (“non-FT Units”) at a price of CDN$0.06 per non-FT Unit, with each non-FT Unit consisting of one common share and one full warrant, for aggregate gross proceeds of CDN$1,600,000.00. Each warrant issued under the Private Placement are exercisable to acquire one common share at a price of CDN$0.10 per share for a period of 18 months from the date of issuance, subject to an accelerated expiry date at the option of the Company in the event the twenty (20) day volume-weighted average price of the common shares of the Company on the TSXV for any twenty (20) consecutive trading days is CDN$0.20 or more.

In connection with the closing of the Private Placement, the Company paid finder’s fees of approximately $91,750 and issued an aggregate of 1,410,727 finder warrants (the “Finder Warrants”) to eligible finders. Each Finder Warrant entitles the holder to purchase one non-FT Unit at a price of $0.06 for a period of 18 months from the completion of the Private Placement. PowerOne Capital Markets Limited and Integrity Capital Group acted as finders in connection with a portion of the Private Placement and Wildeboer Dellelce LLP acted as legal counsel to the Company.

The Private Placement included subscriptions by insiders of the Company to purchase an aggregate of 961,687 FT Units, which constitutes a “related party transaction” as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Private Placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101). All securities issued pursuant to the Private Placement will be subject to a four (4) month plus a day hold period from the date of issuance in accordance with applicable securities legislation and policies of the TSXV.

The securities issued pursuant to the Private Placement have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons absent registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an exemption therefrom. This press 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.