Thunder Gold Announces Up to $5 Million Non-Brokered Private Placement of Flow-Through Shares

Thunder Gold seeks to raise C$5 million for exploration at Tower Mountain in Ontario.

What the company is saying

Thunder Gold Corp. is launching a non-brokered private placement to raise up to C$5,000,000 by issuing up to 38,461,539 flow-through shares at C$0.13 each. The company frames the offering as a targeted financing to fund qualifying exploration expenditures on its 100%-owned, 7,625-hectare Tower Mountain Gold Property in Ontario. The release emphasizes compliance with Canadian tax and securities regulations, including a four-month-and-one-day hold period and prospectus exemptions. Management, led by President and CEO Wes Hanson, P.Geo., highlights the project's scale and proximity to infrastructure, and references a current mineral resource estimate covering about 25% of the TMIC halo. The company details potential finder compensation, including up to 7% cash fee and 7% finder warrants at C$0.13, valid for 24 months. The announcement is procedural and factual, with no promotional language or overstated claims.

What the data suggests

The proposed financing would issue up to 38,461,539 flow-through shares at C$0.13, targeting gross proceeds of C$5,000,000. Finder compensation could reach up to 7% of proceeds in cash and 7% of shares as warrants, also exercisable at C$0.13 for two years. The funds are earmarked for exploration expenses qualifying under Canadian tax law, specifically on the Tower Mountain Gold Property, which is 100%-owned and spans 7,625 hectares near Thunder Bay (population 120,000). The current mineral resource estimate, effective January 19, 2026, covers about 25% of the TMIC halo. All proceeds must be spent by December 31, 2027, and renounced to investors by December 31, 2026. The offering is subject to TSX Venture Exchange approval and has not yet closed. No actual funds have been raised or expenditures incurred as of this announcement.

Analysis

The announcement is a standard disclosure of a non-brokered private placement to raise up to C$5,000,000 for exploration on the Tower Mountain Gold Property. The language is factual and proportional, with no exaggerated claims about imminent value creation or project outcomes. Most forward-looking statements are procedural (closing date, use of proceeds, finder compensation) and relate to the mechanics of the financing, not to speculative project success. The only realized facts are the announcement of the financing, the technical resource estimate (with NI 43-101 compliance and effective date), and project ownership/location details. The capital intensity flag is true because the raise is significant and the benefits (exploration results, potential resource expansion) are inherently long-term and uncertain. However, there is no promotional language or narrative inflation; the release does not overstate the impact or certainty of future outcomes.

Risk flags

• ●Financing risk is present, as the offering is not yet closed and remains subject to TSX Venture Exchange approval. If demand is weak or regulatory approval is delayed, the company may not raise the targeted C$5,000,000, limiting its ability to fund planned exploration.
• ●Execution risk exists around the use of proceeds; the company must incur qualifying exploration expenditures by December 31, 2027, and renounce them to investors by December 31, 2026. Failure to meet these deadlines could jeopardize tax benefits for investors and affect future fundraising credibility.
• ●Dilution risk is inherent, with up to 38,461,539 new shares and additional finder warrants potentially issued, which could materially increase the share count and dilute existing shareholders if the full amount is raised and all warrants are exercised.

Bottom line

Thunder Gold Corp. is seeking up to C$5 million via a flow-through share offering to fund exploration at its 100%-owned Tower Mountain Gold Property in Ontario. The terms are standard for a Canadian junior, with up to 38.5 million new shares at C$0.13, a four-month hold, and up to 7% finder compensation in both cash and warrants. The proceeds are strictly for qualifying exploration, with spending and tax renunciation deadlines clearly defined. The offering is not yet closed and requires TSX Venture Exchange approval, so there is no guarantee the full amount will be raised. Investors face dilution risk if the maximum shares and warrants are issued. The most important takeaway is that this is a routine but necessary capital raise for ongoing exploration, with project advancement and value creation dependent on future exploration results and successful completion of the financing.

Announcement summary

(TSXV:TGOL) (FSE:Z25) (OTCQB:TGOLF) Thunder Gold Corp. has announced a non-brokered private placement financing (the "Offering") for aggregate gross proceeds of up to approximately C$5,000,000. Under the Offering, the company may issue up to 38,461,539 common shares (the "FT Shares") at a price of C$0.13 per FT Share. Each FT Share will qualify as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act (Canada). The FT Shares will be issued pursuant to available prospectus exemptions under National Instrument 45-106 and will be subject to a statutory four-month-and-one-day hold period under Canadian securities laws. The Offering is expected to close on or about November 13, 2026, and is subject to approval by the TSX Venture Exchange. Gross proceeds from the Offering will be used to incur exploration expenses that qualify as "Canadian exploration expenses" and "flow-through mining expenditures" for purposes of the mineral exploration tax credit on the company's 100%-owned Tower Mountain Gold Property in Ontario, Canada. These qualifying expenditures will be incurred on or before December 31, 2027, and renounced to subscribers with an effective date no later than December 31, 2026. The company may pay eligible finders a cash fee of up to 7% of the gross proceeds raised by such finders and issue non-transferable finder warrants equal to up to 7% of the number of FT Shares sold to subscribers introduced by such finders, in accordance with Exchange policies. Each Finder Warrant will entitle the holder to acquire one common share at an exercise price of C$0.13 per share for a period of 24 months from the date of closing. The securities have not been and will not be registered under the United States Securities Act of 1933 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. Technical information in the release has been reviewed and approved by Wes Hanson, P.Geo., President and CEO of Thunder Gold Corp. The Tower Mountain Gold Property is 7,625 hectares in size, 100%-owned, and located beside the Trans-Canada highway, 40 km west of Thunder Bay, Ontario (population 120,000). Drilling to date has established an initial mineral resource parallel to the western contact of the intrusion, representing approximately 25% of the Tower Mountain Intrusive Complex (TMIC) halo. The mineral resource estimate has an effective date of January 19, 2026. A technical report titled "NI 43-101 Technical Report for the 2026 Mineral Resource Estimate on the Tower Mountain Project, Ontario, Canada" is available on the company's website and on SEDAR+.

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