Thunderstruck Resources Ltd. — Capital/Financing Update 2025

Jan 18, 2025

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
January 10, 2025

Item 3
News Release
A news release was disseminated on January 14, 2025 through the facilities of Stockwatch.

Item 4
Summary of Material Change
The Company has closed its previously announced non-brokered private placement of units (the "Placement") generating aggregate additional gross proceeds of $112,000 (US$80,000).

Item 5
Full Description of Material Change
A total of $112,000 was raised in the Placement over two tranches from the sale of 2,000,000 Units at a price of $0.056 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 $0.112 per share until January 10, 2030. 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. All securities issued in the final tranche are subject to a hold period in Canada expiring on May 11, 2025. No finder's fees were paid in connection with the Placement.

Two insiders of the Company subscribed for a total of 1,673,000 Units for aggregate subscription proceeds of $100,380, as follows:

(a) Ms. Bryce Bradley purchased 750,000 Units directly for an aggregate cost of $42,000; and
(b) Mr. Brien Lundin purchased 500,000 Units directly for an aggregate cost of $28,000.

(collectively, the "Insider Participation").

As Ms. Bradley and Mr. Lundin are directors of the Company, they are "related parties" to the Company within the meaning of Multilateral Instrument 61-101-Protection 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

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Prior to the Insider Participation, Ms. Bradley held, directly and indirectly, 1,929,100 common shares of the Company and she now holds 2,679,100 common shares which represents 7.82% of the Company's issued and outstanding shares.

Prior to the Insider Participation, Mr. Lundin held 1,055,666 common shares of the Company and he now holds 1,555,666 common shares of the Company representing 4.54% of the Company's issued and outstanding shares.

Other than the subscription agreements between Ms. Bradley and Mr. Lundin 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.

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 been omitted on the basis that it is confidential information.

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Item 8 Executive Officer

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

Item 9 Date of Report

January 17, 2025