This news release is intended for distribution in Canada only and is not intended for
distribution to United States newswire services or dissemination in the United States.
Toronto, Ontario, March 30, 2023 – Blue Thunder Mining Inc. (TSXV: BLUE) (“Blue Thunder” or the “Company”) provides the following update on the status of its transaction with Analog Gold Inc. (“Analog“) announced on January 30, 2023.
As announced by the Company in its January 30, 2023 news release, the Company has entered into a binding letter of intent (the “LOI“) to acquire all of the issued and outstanding shares of Analog (“Analog Shares“) in exchange for common shares of the Company (“Blue Thunder Shares“). The transaction will constitute a Reverse Takeover (“RTO“) under the rules of the TSX Venture Exchange (the “Exchange“). The RTO is arm’s length and there is no finder’s fee associated with the transaction.
Information on the terms of the LOI and the RTO is contained in the Company’s January 30, 2023 news release.
One of the conditions of completion of the RTO is that the Company complete a concurrent financing (the “Concurrent Financing“) for minimum gross proceeds of C$250,000. Blue Thunder is pleased to announce that it has completed the Concurrent Financing, by issuing a convertible promissory note in the amount of $250,000 which will be converted into common shares of the Company on completion of the RTO at a price of $0.28 per share (the “Concurrent Financing Price“)
When the LOI was announced on January 30, 2023, it was anticipated that the parties would enter into a definitive agreement replacing the LOI (the “Formal Agreement“) on or about March 27, 2023, and that the closing of the RTO would take place on or about March 30, 2023. Due to the requirement that Blue include audited financial statements of Analog in the information circular to be sent to the Company’s shareholders and the anticipated timing of various other steps required to complete the RTO, the parties now anticipate that the Formal Agreement will be entered into on or on or about May 17, 2023, and the RTO will close in late June, 2023 following a meeting of Blue Thunder’s shareholders which will be held to approve the RTO.
Trading in Blue Thunder’s common shares will remain halted pending the review of the proposed transaction by the Exchange and satisfaction of conditions of the Exchange for resumption of trading.
Further particulars of the RTO, the members of the Board of Directors and management of the Company following the RTO, the financing of Analog being undertaking in conjunction with the RTO, financial information regarding Analog and technical information regarding Analog’s mineral properties will be disclosed in future documents which will be filed by the Company.
We seek Safe Harbor.
The securities referred to in this news release 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 U.S. state securities laws, and may not be offered or sold within the United States, or to or for the account or benefit of any U.S. persons or any persons in the United States, absent (a) registration under the U.S. Securities Act and applicable U.S. state securities laws, or (b) exemptions from such registration requirements.
This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
About Blue Thunder
Blue Thunder is a gold exploration company that controls 100% of a large land position near Chibougamau, Québec. The Muus Gold 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 Project, 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
Dorian L. (Dusty) Nicol, CEO & Director
For more information, please visit our website www.bluethundermining.com, or contact Mr. Dorian L. (Dusty) Nicol, [email protected] (647) 848-1009.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the 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, included herein including, without limitation, statements regarding the anticipated content, commencement, anticipated exploration program results, the ability to complete future financings, the ability to complete the required permitting, the ability to complete the exploration program and drilling, and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. 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. 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 Exchange 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 exploitation thereof.