Vancouver, British Columbia--(Newsfile Corp. - May 20, 2026) - Thunderstruck Resources Ltd. (TSXV: AWE) (the "Company") is pleased to announce that it has closed its previously announced non-brokered private placement (the "Placement", see press release dated March 31, 2026). The Placement consisted of an aggregate of 14,532,134 common shares issued at a price of $0.11 per share for aggregate gross proceeds of $1,598,534.74, of which Zhaojin International Gold Co. Ltd ("Zhaojin") acquired, through a wholly owned subsidiary, 14,207,134 shares, representing 19.99% of the Company's issued and outstanding shares.
No finder's fees were payable in connection with the Placement. All shares issued pursuant to the Placement are subject to a hold period in Canada expiring on September 21, 2026. The net proceeds from the Placement are expected to be used to fund the Company's 2026 exploration programs on its mineral prospects in Fiji, as well as for general working capital purposes.
As previously announced, the completion of the Placement results in the creation of a new insider, being Zhaojin. Prior to the Placement, Zhaojin held no securities of the Company. Following the Placement, Zhaojin indirectly holds through its wholly owned subsidiary, Zhaojin International Mining Co. Ltd., 19.99% of the outstanding shares of the Company. While Zhaojin has no specific plans or intentions with respect to the shares acquired, depending on market conditions, general economic and industry conditions, trading prices of the Company's shares, the Company's business, financial condition and prospects and/or other relevant factors, Zhaojin may develop such plans or intentions in the future and, at such time, may from time to time acquire additional common shares, dispose of some or all of the existing or additional common shares or may continue to hold common shares of the Company.
A copy of the early warning reports filed by Zhaojin will be available on the Company's SEDAR profile at www.sedar.com or may be obtained by contacting Zhaojin at [email protected].
In connection with this strategic investment, the Company and Zhaojin also entered into an investor rights agreement, whereby, subject to certain conditions, including time and ownership thresholds, Zhaojin will have certain rights, including the right initially to appoint one director of the Company, and following January 1, 2027, such right will increase to two directors. Zhaojin will also have the right to select a Vice President Exploration to be appointed by the Company, provided such appointment is determined within one month following closing.
In addition, Zhaojin will have a right to participate in future equity financings to maintain its ownership in the Company.
Pursuant to the investor rights agreement, Zhaojin has agreed that, for a two-year period, it will not take certain actions without the Company's prior written consent. They will not (a) commence a take-over bid; (b) acquire the Company's shares, or direct or indirect rights to acquire any of the Company's shares; (c) make, or in any way participate in any solicitation of proxies to vote the Company's shares; (d) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any business combination, amalgamation or merger or similar transaction involving the Company.
A copy of the investor rights agreement is available under the Company's SEDAR profile at www.sedar.com.
About Zhaojin
Zhaojin International Gold Co. Ltd. (SZSE: 000506) is a Shenzhen Stock Exchange-listed mining company headquartered in Jinan City, Shandong Province, People's Republic of China. In Fiji, Zhaojin is the owner and operator of the Vatukoula Gold Mine, a historically significant gold operation that has been in continuous production for over 90 years and currently supports a workforce of more than 1,300 employees and contractors.
Zhaojin's controlling shareholder is Zhaojin Group, a vertically integrated gold mining enterprise with operations across mineral exploration, mining, processing, smelting, refining, gold bar production and gold jewelry manufacturing. Zhaojin Group is among China's leading gold producers with reported total consolidated gold production of approximately 600,000-700,000 ounces in 2025.
About Thunderstruck Resources
Thunderstruck Resources is a Canadian mineral exploration company focused on the discovery of high value copper-gold porphyry, gold-silver epithermal, and VMS base-metal deposits on the main island of Viti Levu in Fiji.
Fiji has a long history of mining with over 75 years of activity at the prolific Vatukoula Gold Mine alongside several other advanced development projects and mines including Tuvatu (Lion One Metals), Indicated Resources of 1.00 Mt @ 8.48 g/t Au (274,600 oz), Inferred Resources of 1.33 Mt @ 9.0 g/t Au (384,000 oz) (Tuvatu-PEA-Update-NI-43-101) and Namosi (Newmont), Proven, Measured and Indicated Resources of 1.8Bt at 0.35% Cu and 0.11 g/t Au (6.4M oz Au and 6.3Mt Cu) (Newcrest Annual Mineral Resources Update, June 2022).
The Company provides investors with exposure to a diverse portfolio of exploration stage projects with potential for zinc, copper, gold and silver in a politically safe and stable jurisdiction. Thunderstruck trades on the Toronto Venture Exchange (TSX-V) under the symbol "AWE" and United States OTC under the symbol "THURF."
For additional information, please contact:
Bryce Bradley, Chief Executive Officer
Email: [email protected]
P: +1 604 349-8119
or, visit our website: http://www.thunderstruck.ca
Neither the TSX Venture Exchange Inc. 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.
This news release contains certain statements that may be deemed "forward-looking statements". Although Thunderstruck believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of Thunderstruck's management on the date the statements are made. Except as required by law, Thunderstruck undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/298198
