Thunder River Enterprises Announces Completion of Unit and Convertible Debenture Private Placements, Completion of Debt Settlements, and Change of Management and Board of Directors

June 07, 2021 6:19 PM EDT | Source: Thunder River Enterprises Inc.

Toronto, Ontario--(Newsfile Corp. - June 7, 2021) - Thunder River Enterprises Inc. ("Thunder River" or the "Company") is pleased to announce that it completed a non-brokered private placement offering (the "Unit Offering") of 30,000,000 units ("Units") at a purchase price of $0.01 per Unit, for aggregate gross proceeds of up to $300,000. Each Unit consists of one common share ("Common Share") and one half of one warrant (a "Warrant"). Each whole Warrant is exercisable to acquire one Common Share at a price of $0.015 until June 7, 2023.

The Company is also pleased to announce that it closed a private placement of secured convertible debentures (each a "Debenture") for gross proceeds of $80,000 (the "Debenture Offering"). The Debentures bear interest at a rate of 10% per annum and have a term of 24 months from the date of issue and are convertible in Units at a conversion price of $0.01 per Unit. Each Unit has the same terms as the Unit Offering. Net proceeds of the Unit Offering and Debenture Offering will be used for general corporate and working capital purposes. All securities issued pursuant to the Unit Offering and Debenture Offering are subject to a statutory hold period ending October 8, 2021.

Thunder River is also pleased to announce that it is has completed debt settlements with Family Memorial Inc. ("Family Memorial") and Morris McManus Professional Corporation ("McManus") in respect of an aggregate of $99,354 (collectively, the "Debt Settlements"). Family Memorials has agreed to forgive an aggregate of $60,254 and settle the balance of $20,000 by way of issuance of 2,000,000 Units. McManus has agreed to a cash payment of $9,600 and settle the balance of $9,500 by way of issuance of 950,000 Units. The Units issued pursuant to the Debt Settlements have the same terms as under the Offering and are subject to a statutory hold period ending October 4, 2021. The participation by Family Memorial in the Debt Settlements constitutes a "related party transaction" as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") under applicable securities laws. Under MI 61-101, the Company is relying on an exemption from the formal valuation requirement and the minority approval of the shareholders for the Debt Settlement. The participation by Family Memorial in the Debt Settlements was approved by directors of the Company who are independent of the related party for purposes of Debt Settlement.

Finally, the Company announces that upon completion of the Offering, the current directors and officers resigned, and the following persons were appointed as directors and officers of the Company:

Michael Stein, Chief Executive Officer and a Director

Mr. Stein currently acts as a financial consultant and advises clients on various matters, including acquisitions, divestitures, corporate financings, re-organizations and restructurings. Mr. Stein is Chief Executive Officer and a director of Loon Energy Corporation. Mr. Stein was past Chief Executive Officer and director of Danbel Ventures Inc., Applied Inventions Management Inc. and Majesta Minerals Inc.; Director, U.S. Money Markets for a federally chartered Canadian Trust Corporation and prior thereto a Senior Institutional Money Banker for a Savings & Loan Association in Long Beach, California. Mr. Stein majored in economics and graduated with a Bachelor of Arts from York University.

Harvey McKenzie, Chief Financial Officer and a Director

Mr. Harvey McKenzie is a CPA, CA (LIFE MEMBER) with more than 35 years' accounting experience, including seven years with an international public accounting firm. He is currently the CFO and Corporate Secretary of Omai Gold Mines Corp., CFO and Director of Debut Diamonds Inc., and a Director of MGM Resources Corp., Jaguar Financial Corporation, Canada Iron Inc., Eagle 1 Capital Corporation, Guyana Frontier Mining Corp., and Loon Energy Corporation. During the past ten years, Mr. McKenzie has served as CFO of several Canadian publicly listed exploration, development and producing mining companies. His public-company experience includes the TSX, TSXV and AIM, giving him a solid grasp of global reporting standards, IFRS and consolidation of reporting for worldwide entities. Mr. McKenzie holds a Bachelor of Science degree in Mathematics from the University of Toronto.

Barry Polisuk, Director

Mr. Polisuk is a graduate of McGill University and University of Ottawa Law Schools, having obtained an LL.B. cum laude and a Quebec Civil Law Degree. Mr. Polisuk was called to the bar in 1988. Mr. Polisuk is Senior Counsel with Friedmans LLP and was previously a partner with Garfinkle, Biderman LLP since 1997. Mr. Polisuk is a corporate and commercial lawyer, focused on financings, corporate and commercial work, including securities. He has served on the boards of several publicly traded companies including, Majesta Minerals Inc., Richards Oil & Gas Limited, Arehada Mining Limited (formerly Dragon Capital Corporation) and iSign Media Solutions Inc. (formerly Corbal Capital Corp.). He has served as the Corporate Secretary of Mooncor Oil & Gas Corp. and of Solid Gold Resources Corp. and President of Danbel Ventures Inc. Mr. Polisuk is currently a director and Corporate Secretary of Nurcapital Corporation Ltd., a director and Chairman of Canntab Therapeutics Ltd. and a director of Loon Energy Corporation.

Danny Dalla-Longa, Director

Mr. Dalla-Longa is currently CEO of Flurotech Ltd., a technology company which is currently involved in the development of a high speed, verifiable, accurate Covid 19 testing technology. He has been involved in the brokerage industry for 5 years and prior to that was a partner for 18 years in a major accounting firm practising in the area of corporate finance and business valuations. Consequently he has considerable experience in acquisitions, divestitures and corporate financings. Mr. Dalla-Longa holds the designations of Chartered Public Accountant as well as Chartered Business Valuator.

About Thunder River

Thunder River was incorporated under the Business Corporations Act (British Columbia) and has never carried on an active business other than the identification and evaluation of assets or businesses with a view to completing a transaction.

For further information contact:
Thunder River Enterprises Inc.
Attention: Michael Stein, Chief Executive Officer
Phone: (416) 410-7722

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