Thunder Gold Corp. (TSXV: TGOL) (FSE: Z25) (OTCQB: TGOLF) has announced a non-brokered private placement of flow-through shares targeting aggregate gross proceeds of up to approximately C$5,000,000. The offering involves up to 38,461,539 common shares priced at C$0.13 per share, with all proceeds directed toward qualifying Canadian exploration expenses at the company's 100%-owned Tower Mountain Gold Property in Ontario. The financing is expected to close on or about November 13, 2026, subject to TSX Venture Exchange approval, and may offer tax advantages to eligible Canadian investors through the flow-through share structure.

Key Points

  • Thunder Gold Corp. (TSXV: TGOL) (FSE: Z25) (OTCQB: TGOLF) is a Thunder Bay, Ontario-based gold exploration company advancing the Tower Mountain Gold Property.
  • The company announced a non-brokered private placement of up to 38,461,539 flow-through shares at C$0.13 per share for gross proceeds of up to C$5 million.
  • All qualifying expenditures are to be incurred on or before December 31, 2027, and renounced to subscribers with an effective date no later than December 31, 2026.
  • Investors may watch for TSX Venture Exchange approval and the anticipated closing date of on or about November 13, 2026.

Flow-Through Structure and Tax Benefits for Tower Mountain Drilling

Each share issued under the offering qualifies as a flow-through share under subsection 66(15) of Canada's Income Tax Act, and proceeds will be used to incur Canadian exploration expenses and flow-through mining expenditures as defined under the Tax Act. These expenditures also qualify for the mineral exploration tax credit. Shares will be issued under available prospectus exemptions and are subject to a statutory four-month-and-one-day hold period under applicable Canadian securities laws, the company's announcement states.

Tower Mountain Gold Property: Scale and Infrastructure Advantage

The Tower Mountain Gold Property spans 7,625 hectares and is situated approximately 40 kilometres west of Thunder Bay along the Trans-Canada highway, providing direct access to existing infrastructure. Gold mineralisation occurs in variably brecciated and altered rocks surrounding the calc-alkalic Tower Mountain Intrusive Complex. A mineral resource estimate carrying an effective date of January 19, 2026, has established an initial resource parallel to the western contact of the intrusion, representing approximately 25% of the intrusive complex's halo, according to the release.

Finder Fees and Warrant Terms Outlined in the Offering

In connection with the private placement, Thunder Gold may pay eligible finders a cash fee of up to 7% of gross proceeds raised through their introductions. The company may also issue non-transferable finder warrants equal to up to 7% of the flow-through shares sold to subscribers those finders introduced. Each finder warrant would entitle the holder to acquire one common share at C$0.13 for a period of 24 months from the closing date, subject to Exchange policies. The immediate share price impact was not clear from available public information.