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Thunderbird Minerals Corp. — Capital/Financing Update 2026
May 22, 2026
48450_rns_2026-05-21_367f9b79-d8bb-4cb2-acf6-43f6f38ab557.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
Thunderbird Minerals Corp.
(the "Company")
620 – 1111 Melville Street
Vancouver, BC V6E 3V6
Item 2. Date of Material Change
May 21, 2026
Item 3. News Release
A news release was issued on May 21, 2026 and disseminated through Stockwatch.
Item 4. Summary of Material Change
The Company announced that further to its news release issued May 6, 2026, it has now closed a non-brokered private placement consisting of 30,000,000 units (the "Units") at a price of $0.05 per Unit for gross proceeds of $1,500,000 (the "Offering")
Each Unit consists of one common share of the Company and one- common share purchase warrant (the "Warrants"), with each Warrant entitling the holder to purchase one additional common share (the "Warrant Shares") at a price of $0.07 per Warrant Share for a period of 36 months expiring on May 21, 2029 (the "Expiry Date").
The Company's CEO, John Newell, has subscribed for 500,000 Units. This participation by Mr. Newell constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the units acquired by the insider, nor the consideration for the Units paid by such insider, exceed 25% of the Company's market capitalization.
The proceeds of the Offering will be used for general working capital purposes, including the settlement of current liabilities, ongoing exploration expenditures, option payments in respect of mineral properties, and other corporate and administrative expenses.
The securities issued under the Offering, and any shares that may be issuable on exercise of any such securities, are subject to a statutory hold period expiring on September 22, 2026.
No finder's fees are payable in connection with the Offering.
The Offering is subject to final approval of the TSX Venture Exchange.
Item 5.1 Full Description of Material Change
See Item 4 above.
Item 5.2 Disclosure for Restructuring Transactions
N/A
Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102
N/A
Item 7. Omitted Information
N/A
Item 8. Executive Officer
Donna M. Moroney,
Corporate Secretary
604.831-9304
Item 9. Date of Report
May 21, 2026