NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario, July 4, 2022 – Blue Thunder Mining Inc. (TSXV: BLUE, OTCQB: BLTMF) (“Blue Thunder” or the “Company”) is pleased to announce a non-brokered private placement (the “Offering”) for gross proceeds of up to C$500,000, comprising a maximum of 33,333,333 units of the Company (each, a “Unit”) at a price of C$0.015 per Unit, each Unit comprised of one common share and one common share purchase warrant (a “Warrant”).
Each Warrant will be exercisable to purchase an additional share of the Company at a price of C$0.05 for a period of three years from the closing date of the Offering (the “Closing Date”). If the volume-weighted average price of the common shares of the Company on the TSX Venture Exchange over the preceding 20 trading days is greater than C$0.20, the Company can elect to accelerate the term of the Warrants to 30 calendar days following the date a press release announcing the notice of acceleration is issued.
The Company is relying on the minimum pricing amendments announced by the TSX Venture Exchange (“TSXV”) on June 23, 2022 (the “Pricing Amendment”) in offering the Units at a price that is less than $0.05. As per the Pricing Amendment, the Company confirms that the aggregate number of its listed shares issued at a price less than $0.05 in the last 12 months does not exceed 100% of its issued and outstanding listed shares, on a non-diluted basis, at the beginning of the 12-month period. All securities issued under the Offering will be subject to a TSXV hold period in addition to the restricted period under applicable securities laws and will be legended accordingly.
While Insiders will be significant participants, this Offering is open to all qualified investors. The Company particularly encourages existing shareholders who wish to participate in the Offering to contact the Company through Grove Issuer Services Inc. at firstname.lastname@example.org.
Of the total proceeds to be raised, $75,000 is to be paid to Non-Arm’s Length Parties, up to $30,000 toward Investor Relations activities, and the balance to be used for general working capital purposes and certain project expenditures as set out in the table below.
General Admin & Accounting $ 80,000
Professional Fees $ 40,000
Regulatory & Exchange Fees $ 25,000
Bus Dev / IR $ 30,000
Accounts Payable $ 75,000
Officers Compensation $ 75,000
Total Corporate Expenses $ 325,000
Field Work – mapping & trenching $ 70,000
Data Compilation & Interpretation $ 40,000
Geophysics & Geochemistry $ 20,000
Accounts Payable $ 45,000
Total Project Expenditures $ 175,000
The Company anticipates Insider participation of at least C$200,000 or 13,333,333 Units. The issuance of Units to Insiders will be considered a “related-party transaction” within the meaning of TSX Venture Exchange Policy 5.9 – Protection of Minority Security Holders in Special Transactions and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely on the exemptions from the “minority approval” and “formal valuation” requirements of MI 61-101 in respect of any Insider Participation.
Closing of the Offering is anticipated to be completed on or about July 8, 2022, and is subject to the approval of the TSX-V and other customary closing conditions. There can be no assurances that the Offering will be completed on the terms set out herein, or at all, or that the proceeds of the Offering will be sufficient for the uses of proceeds as set out above.
The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This news release does not constitute an offer for sale of securities in the United States.
About Blue Thunder
Blue Thunder (TSXV: BLUE, OTCQB: BLTMF) is a gold exploration company that controls 100% of one of the largest land positions near the Chapais-Chibougamau gold district of Quebec with significant historical production and major recent discoveries. The project is situated on the two major regional trends hosting IAMGOLD’s Nelligan and Northern Superior Resources Lac Surprise to the south and IAMGOLD’s Monster Lake to the north with excellent highway and road access. The Muus Project covers approximately 51,000 hectares in five separate blocks of prospective ground in the eastern part of the Abitibi Greenstone Belt. The Project is considered particularly prospective for gold mineralization, as a series of prominent ductile and brittle fault-sets transect the Property, including the Guercheville and Fancamp deformation zones, both of which are associated with numerous past and currently producing precious- and base-metal mines in the District.
ON BEHALF OF THE BOARD
Non-Executive Chairman and Director
Blue Thunder Mining Inc.
401 Bay Street, Suite 2704,
P.O. Box 4, Toronto, Ontario, M5H 2Y4
For more information, please visit our website bluethundermining.com, or contact: Ms. Namrata Malhotra: email@example.com | 416 642-1807
Neither the TSX Venture Exchange 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.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements other than statements of historical fact, including without limitation, statements regarding the anticipated content, commencement and exploration program results, the ability to complete future financings, required permitting, exploration programs and drilling, and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct.
The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, the state of the financial markets for the Company’s equity securities, the state of the commodity markets generally, variations in the nature, the analytical results from surface trenching and sampling program, including diamond drilling programs, the results of IP surveying, the results of soil and till sampling program. the quality and quantity of any mineral deposits that may be located, variations in the market price of any mineral products the Company may produce or plan to produce, the inability of the Company to obtain any necessary permits, consents or authorizations required, including TSXV acceptance, for its planned activities, the inability of the Company to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, the potential impact of COVID-19 (coronavirus) on the Company’s exploration program and on the Company’s general business, operations and financial condition, and other risks and uncertainties. All of the Company’s Canadian public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials, including the technical reports filed with respect to the Company’s mineral properties. This news release contains information with respect to adjacent or similar mineral properties in the Chibougamau District in respect of which the Company has no interest or rights to explore or mine. Readers are cautioned that the Company has no interest in or right to acquire any interest in any such properties, and that mineral deposits, and the results of any mining thereof, on adjacent or similar properties, are not indicative of mineral deposits on the Company’s properties or any potential exploration thereof.