NOT FOR DISTRIBUTION TO U.S. WIRE SERVICES OR FOR DISSEMINATION IN THE
VANCOUVER, British Columbia and BOISE, Idaho, May 18, 2011 /CNW/ -- Thunder Mountain Gold, Inc. (Company) (TSX-V: THM; OTCQB: THMG), a U.S.-based exploration company focused on discovering and defining high grade, high quality precious and base metal resources in the western U.S., today announced it has opened, subject to the acceptance of the TSX Venture Exchange, a non-brokered private placement totaling up to C$4,500,000. These funds will be raised by the Company issuing up to 18,000,000 Units at a price of C$0.25 per unit, each Unit consisting of one common share and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to purchase one common share for a two year period following closing at a price of C$0.40 per share at any time until the two year anniversary of closing.
Finder's fees may be payable on a portion of the private placement, in accordance with the policies of the TSX Venture Exchange.
A substantial portion of the net proceeds of the private placement will be used to continue the advancement of the South Mountain Project, as well as the initiation of Thunder Mountain's portion of the Trout Creek/Reese River Valley Nevada Joint Exploration Agreement with Newmont. The balance will be applied for working capital purposes.
A portion of the private placement may be offered only in the United States to Qualified Institutional Buyers (or QIBs) as defined in Rule 144A of the U.S. Securities Act of 1933, as amended (the Securities Act) concurrently with the offering in Canada to Accredited Investors pursuant to Regulation S of the Securities Act.
Neither the Units, the common shares, or the warrants comprising the Units or the common shares issuable upon exercise of the units have been registered under the Securities Act. Accordingly, such securities may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
This press release shall not constitute an offer to sell or a solicitation of any offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ON BEHALF OF THE BOARDThunder Mountain Gold Inc.- - - - - - - - - - - - -Jim CollordPresident and Director
Forward-Looking Statements: Statements made which are not historical facts, such as anticipated production, exploration results, costs or sales performance are "forward-looking statements", and involve a number of risks and uncertainties that could cause actual results to differ materially from those projected, anticipated, expected or implied. These risks and uncertainties include, but are not limited to, metals prices volatility, volatility of metals production, exploration project uncertainties, industrial minerals market conditions and project development risks. Refer to the Company's periodic filings for a more detailed discussion of factors that may impact expected future results. Thunder Mountain Gold undertakes no obligation to publicly update or revise any forward-looking statements.
Cautionary Note to Investors
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The United States Securities and Exchange Commission ("SEC") permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce.
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SOURCE Thunder Mountain Gold, Inc.
For further information: Cameron Associates, Alison Ziegler, +1-212-554-5469, email@example.com, or Thunder Mountain Gold Inc., Eric Jones, C.F.O., +1-208-658-1037, firstname.lastname@example.org, or Jim Collord, President and C.E.O., email@example.com