Thunder Gold Corp. — Capital/Financing Update 2024

Sep 9, 2024

FORM 51-102F3 Material Change Report

Item	1	Name and Address of Company
		Thunder Gold Corp. (the “Company”)
		128-1100 Memorial Ave.,
		Thunder Bay, Ontario P7B 4A3
Item	2	Date of Material Change
		August 30, 2024, and September 6, 2024
Item	3	News Release
		On September 3, 2024, and September 9,
		the newswire services of Newsfile Co
		www.sedarplus.ca.
Item	4	Summary of Material Change

On September 3, 2024, and September 9, 2024, news releases were disseminated through the newswire services of Newsfile Corp. and subsequently filed on SEDAR+ at www.sedarplus.ca.

The Company issued and sold on a non-brokered private placement basis an aggregate of 33,333,333 units of the Company (each, a “ Unit ”) at a price of $0.03 per Unit for aggregate gross proceeds of approximately $1,000,000 (the “ Private Placement ”). The Private Placement was completed in two tranches with closings on August 30, 2024 and September 6, 2024.

Item 5 Full Description of Material Change

On August 30, 2024, the Company issued and sold on a non-brokered private placement basis 22,116,666 Units at a price of C$0.03 per Unit for gross proceeds of approximately $663,500 as part of the first tranche of the Private Placement.

On September 6, 2024, the Company issued and sold on a non-brokered private placement basis 11,216,667 Units at a price of $0.03 per Unit for gross proceeds of approximately $336,500 as part of the second tranche of the Private Placement.

Each Unit consisted of one (1) common share in the capital of the Company (a “ Common Share ”) and one (1) Common Share purchase warrant of the Company (a “ Warrant ”). Each Warrant entitles the holder thereof to acquire one (1) additional Common Share (a “ Warrant Share ”) at a price of C$0.10 per Warrant Share for a period of thirty-six (36) months from the date of issuance, subject to an accelerated expiry date at the option of the Company in the event that the twenty (20) day volume-weighted average trading price of the Common Shares on the TSX Venture Exchange (“ TSXV ”) (or such other exchange on which the Common Shares may principally trade at such time) for any twenty (20) consecutive trading days is $0.20 or more.

The Company intends to use the net proceeds from the Private Placement to advance the Company’s 100% owned Tower Mountain Gold Property, and for general working capital purposes.

2

In connection with the Private Placement, the Company paid an aggregate of approximately $19,650 and issued 655,000 non-transferrable finders’ warrants (the “ Finder’s Warrants ”) of the Company to finders who assisted the Company in connection with the Private Placement. Each Finder’s Warrant is exercisable to purchase one (1) Common Share of the Company at a price of $0.10 per Common Share for a period of thirty-six (36) months from the date of issuance.

All securities issued pursuant to the Private Placement are subject to a statutory four month hold period from their date of issuance pursuant to applicable Canadian securities law and policies of the TSX Venture Exchange.

The purchase of securities in the Private Placement by certain parties who are “related parties” (as set out in the table below) of the Company is a “related party transaction” pursuant to Multilateral Instrument 61-101 - Protection of Minority Holders in Special Transactions (“ MI 61-101 ”) and is exempt from the formal valuation requirements of MI 61-101 pursuant to subsection 5.5(a) of MI 61-101, and from the minority approval requirements of MI 61-101 pursuant to subsection 5.7(1)(a) of MI 61-101, as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company's market capitalization (as determined under MI 61-101).

The Private Placement was approved by the board of directors of the Company and there were no disagreements between directors, materially contrary views by any directors or abstention by any director with respect to the related party transaction.

The Company did not file a material change report 21 days before the closing of the Private Placement as the principal terms of the Private Placement and the participation therein by related parties of the Company were not finalized until, or close to, the date of the closing of the Private Placement.

The interest of each related party in the Private Placement is set out below:

Related Party	Units purchased in the Private Placement	Aggregate Consideration
Wesley Hanson	333,333 Units	$9,999
Elliot Strashin	3,200,001Units	$96,000.03
C. Nigel Lees	50,000 Units	$1,500
Warren Bates	83,333 Units	$2,499.99
2803923 Ontario Inc.(1)	1,000,000 Units	$30,000

Notes :

(1) 2803923 Ontario Inc. is an entity beneficially owned and controlled by David Speck, Chief Financial Officer of the Company.

The securities issued pursuant to the Private Placement 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 state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons absent registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an exemption therefrom.

3

Item	6	Reliance on subsection 7.1(2) of National Instrument 51-102
		Not Applicable
Item	7	Omitted Information
		Not Applicable
Item	8	Executive Officer
		Wesley Hanson, the Chief Executive Officer of the Company, is knowledgeable about the
		material change and this report. His business telephone number is 647-203-2986.
Item	9	Date of Report
		September 9, 2024