Thundermin Resources Inc.

TSX VENTURE : THR


Thundermin Resources Inc.

January 08, 2014 09:00 ET

Thundermin Completes $625,000 Non-Brokered Private Placement

TORONTO, ONTARIO--(Marketwired - Jan. 8, 2014) - Thundermin Resources Inc. ("Thundermin") (TSX VENTURE:THR) announces that it has completed its previously announced non-brokered private placement financing for aggregate gross proceeds of $625,000 (the "Offering"). On closing, Thundermin issued 11,800,000 flow-through units (the "FT Units") at a price of $0.05 per FT Unit ($590,000) and 700,000 non-flow-through units (the "Normal Units") at a price of $0.05 per Normal Unit ($35,000) to accredited investors.

Each FT Unit consists of one flow-through common share and one half of one non-transferrable common share purchase warrant (each, a "FT Warrant"). Each Normal Unit consists of one common share and one non-transferable common share purchase warrant (each, a "Normal Warrant" and together with the FT Warrants, the "Warrants"). Each whole FT Warrant will entitle the holder to purchase an additional common share of Thundermin at a price of $0.07 per share for a period of 18 months from the date of closing of the Offering. Each Normal Warrant will entitle the holder to purchase an additional common share of Thundermin for a period of 24 months from the date of closing of the Offering. The Warrants will be subject to an early call provision. In the event that Thundermin's shares trade at a weighted average price of $0.14 per share or more for a period of at least 20 consecutive trading days, Thundermin will have the right, upon giving notice in writing to the Warrant holders, to accelerate the expiry date of the Warrants to the date that is 30 days from the date that notice was provided. All securities issued pursuant to the Offering are subject to a four month hold period in accordance with applicable securities laws.

In connection with the Offering, Thundermin paid finder's fees of $35,700 to certain eligible arm's length finders.

The proceeds of the Offering will be used to fund work on Thundermin's exploration projects in Canada that qualify as "Canadian exploration expenses" under the Income Tax Act (Canada) and for general working capital purposes. In particular, the funds will be used to fund Thundermin's share of an approximately 3,800 metre diamond drilling program, along with 50% joint venture partner Rambler Metals and Mining Canada Limited ("Rambler"), on the Little Deer copper project located approximately 10 km north of Springdale in north-central Newfoundland.

An aggregate of 1,000,000 FT Units were acquired by an insider of Thundermin (the "Insider Subscription"). Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the Insider Subscription is a "related party transaction". Thundermin is exempt from the formal valuation requirement of MI 61-101 in connection with the Insider Subscription in reliance on section 5.5(b) of MI 61-101 as no securities of the Company are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ stock market or any other stock exchange outside of Canada and the United States. Additionally, Thundermin is exempt from obtaining minority shareholder approval in connection with the Insider Subscription in reliance on section 5.7(1)(a) of MI 61-101 as the value of the Insider Subscription will not exceed 25% of Thundermin's market capitalization prior to the closing of the Offering.

About Thundermin

Thundermin is a Canadian-based mineral exploration company focused on the exploration for and the discovery of economically viable base metal and gold deposits in Canada. Thundermin has an interest in, or the right to earn an interest in, 12 base metal and gold properties in Canada. The most significant of these is the Little Deer copper property in the Springdale area of Newfoundland that hosts the Little Deer and Whalesback copper deposits. Thundermin and 50% joint venture partner Rambler have outlined Indicated Resources of 1,911,000 tonnes grading 2.37% copper and Inferred Resources of 3,748,000 tonnes grading 2.13% copper at Little Deer and Indicated Resources of 797,000 tonnes grading 1.67% copper and Inferred Resources of 443,000 tonnes grading 1.57% copper at Whalesback. A positive Preliminary Economic Assessment undertaken by P&E Mining Consultants Inc. was announced for Little Deer, on a stand-alone basis, in November 2011. Thundermin owns a 100% interest in the Lebel Township gold property, which is located on the Kirkland Lake Main Break in the prolific Kirkland Lake gold camp. Thundermin has royalty interests in 12 base metal and gold properties located in Manitoba, Saskatchewan, British Columbia and Quebec, the most significant being a 2.5% net smelter return royalty in the Pelletier Lake gold deposit which is under option to QMX Gold Corporation. The Pelletier Lake property is currently in arbitration with Thundermin aiming to regain full ownership of the property. Thundermin also has various shareholdings in twelve other junior resource companies that are actively exploring for base metal, gold, chrome and diamond deposits in Canada.

Forward-Looking Statements

This news release may contain "Forward-Looking Statements" that involve risks and uncertainties, such as statements of Thundermin's plans, objectives, strategies, intentions and expectations. The words "potential," "anticipate," "forecast," "believe," "estimate," "expect," "may," "project," "plan," and similar expressions are intended to be among the statements that identify "Forward-Looking Statements". Although Thundermin believes that its expectations reflected in these "Forward-Looking Statements" are reasonable, such statements may involve unknown risks, uncertainties and other factors disclosed in our regulatory filings that can be viewed on the SEDAR website at www.sedar.com. For us, uncertainties arise from the behavior of financial and metals markets and from numerous other matters of national, regional, and global scale, including those of an environmental, climatic, natural, political, economic, business, competitive, or regulatory nature. These uncertainties may cause our actual future results to be materially different than those expressed in our "Forward-Looking Statements". Although Thundermin believes the facts and information contained in this news release to be as correct and current as possible, Thundermin does not warrant or make any representation as to the accuracy, validity or completeness of any facts or information contained herein and these statements should not be relied upon as representing its views subsequent to the date of this news release.

For further information on Thundermin Resources Inc. please visit Thundermin's website at www.thundermin.com or the SEDAR website at www.sedar.com.

Neither the Toronto Venture 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.

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