Thunderstruck Resources Ltd. — Capital/Financing Update 2022

Mar 8, 2022

Form 51-102F3 Material Change Report

Item 1 Name and Address of Company

Thunderstruck Resources Ltd. (the “Company” ) Suite 488 – 1090 West Georgia Street Vancouver, BC V6E 3V7 Item 2 Date of Material Change March 8, 2022 Item 3 News Release Newswire. Item 4 Summary of Material Change

A news release was disseminated on March 8, 2022 through the facilities of Newswire.

The Company has closed its previously announced non-brokered private placement of units generating aggregate gross proceeds of $2,500,000 (the “Placement”).

Item 5 Full Description of Material Change

Gross proceeds of $2,500,000 were raised through the sale of 35,714,285 units at a price of $0.07 per unit (each a “Unit”). Each Unit comprised one common share and one share purchase warrant. Each whole warrant entitles the holder to purchase a further common share at a price of $0.15 per share until March 8, 2027. The warrants are subject to accelerated exercise provisions such that if the closing price of the Company’s common shares exceeds $0.30 per share for a period of 20 consecutive trading days, the Company may give notice of the acceleration of the warrants’ term to a period of 30 days following such notice.

No finder’s fees were payable in connection with the Placement.

All securities issued in the first tranche are subject to a hold period in Canada expiring on July 9, 2022.

Proceeds of the Placement will be applied to exploration programs for the Company’s Fijian properties and general working capital.

Two insiders of the Company subscribed for a total of 449,654 Units for aggregate subscription proceeds of $31,475,78, as follows:

• (a) Ms. Bryce Bradley purchased 225,000 Units indirectly through 1089660 B.C. Ltd.., and directly acquired a further 74,654 Units for an aggregate cost of $21,975.78; and

• (b) Mr. Lawrence Roulston purchased 150,000 Units for an aggregate cost of $10,500.

(collectively, the “Insider Participation”).

As Ms. Bradley and Mr. Roulston are directors of the Company, they are “related parties” to the Company within the meaning of Multilateral Instrument 61-101Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As such, the Insider Participation constitutes a "related party transaction" within the meaning of MI 61-101

Prior to the Insider Participation, Ms. Bradley held, directly and indirectly, 4,696,915 common shares of the Company and she now holds 4,996,569 common shares which represents 3.93% of the Company’s issued and outstanding shares.

Prior to the Insider Participation, Mr. Roulston held 562,500 common shares of the Company and he now holds 712,500 common shares of the Company which does not result in a material change to his ownership and represents less than 1% of the Company’s issued and outstanding shares.

Other than the subscription agreements between Ms. Bradley, Mr. Roulston and the Company relating to the private placement, the Company has not entered into any agreement with an interested party or a joint actor with an interested party in connection with the Placement.

The board of directors approved the Placement. There are no prior valuations in respect of the Company or the Placement and neither the board of the Company nor its officers are aware of the existence of any such valuation.

The Insider Participation is exempt from the formal valuation (pursuant to subsections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company’s market capitalization, and no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets) and minority shareholder approval requirements of MI 61-101 (pursuant to subsection 5.7(1)(b)) as it was a distribution of securities for cash and neither the fair market value of the units distributed to, nor the consideration received from, interested parties exceeded $2,500,000 and the Company has one or more independent directors who are not employees of the Company and who approved the Placement).

The material change report in connection with the Placement was not filed 21 days in advance of the closing of the Placement for the purposes of Section 5.2(2) of MI 61-101 on the basis that the subscriptions under the Placement were not available to the Company until shortly before the closing.

The completion of the Placement resulted in the creation of a new insider of being Ian Gandel, who will indirectly hold 31,753,203 common shares, representing 25% of the now outstanding common shares of the Company and a further 31,753,203 warrants, which together with the common shares acquired, will represent 40% of the issued and outstanding shares on a partially diluted basis. Prior to the Placement, Mr. Gandel held no securities of the Company.

While Mr. Gandel has no specific plans or intentions with respect to the Units 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, Mr. Gandel 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 report filed by Mr. Gandel will be available on the Company’s SEDAR profile at www.sedar.com.

In connection with the strategic investment by Mr. Gandel, the Company and Mr. Gandel also entered into an investor rights agreement, whereby, subject to certain conditions, including time and ownership thresholds, Mr. Gandel will have certain rights, including the right to appoint one director of the Company.

In addition, Mr. Gandel will have a right to participate in future equity issuances to maintain his ownership in the Company at 25%.

Under the investor rights agreement, for a period of two years, Mr. Gandel has also agreed not to (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

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

This Report is not being filed on a confidential basis in reliance on subsection 7.1(2) or (3) of National Instrument 51-102.

Item	7	Omitted Information
		No information has be
Item	8	Executive Officer

No information has been omitted on the basis that it is confidential information.

Bryce Bradley is knowledgeable about the material change and the Report and may be contacted (604) 349-8119.

Item 9 Date of Report March 8, 2022