BOISE, Idaho, Dec. 12, 2011 /PRNewswire/ -- Thunder Mountain Gold, Inc. (the Company) (TSX-V: THM; OTCBB: THMG), a U.S.-based precious metals exploration company focused on discovering and defining high quality precious and base metal resources, is pleased to announce that on November 7, 2011 it entered into a non-binding letter of intent (the " Letter of Intent") to acquire Green River Energy Corporation (" Green River ") with the Hess Group, the principal shareholders of Green River (the " Acquisition"). Green River is a privately-held oil and gas company based in Salt Lake City, Utah with current oil and gas production from the Uinta Basin in Utah. Green River's current revenue is from a working interest of 0.15854% in approximately 108,000 acres in the Monument Butte oil field, operated by Newfield Exploration Company. Green River also has additional working interest rights of up to 90% in over 4,000 acres of oil and gas leases within the highly productive oil & gas region of the Uinta Basin, with additional opportunities available.
"This is an exciting potential acquisition for us." Eric Jones, President and CEO of the Company said. "When completed, it will provide our shareholders with diversity in the resource sector and additional opportunities to grow our cash flow in the short term, while we continue to pursue precious metals exploration and development on our high quality metal properties."
The Letter of Intent contemplates that the Company would acquire Green River in an all stock transaction with the following material terms:
- the Hess Group will assist the Company to complete a private placement offering to European investors for proceeds of $1,000,000 prior to the completion of the Acquisition (the " Company Private Placement"),
- additionally, the Hess Group will pursue a private placement offering of Green River shares to European investors for proceeds of a minimum of $4,000,000 (the " Green River Private Placement"),
- the proceeds of the Green River Private Placement will be held in escrow pending completion of the Acquisition and available to the Company upon completion of the Acquisition,
- the Company Private Placement and the Green River Private Placement would be completed by January 31, 2012,
- completion of the Green River Private Placement would be a condition to the Company's completion of the Acquisition,
- the Company will issue shares of the Company to the shareholders of Green River based on an exchange ratio that will result in pre-Acquisition shareholders of the Company owning 25% and shareholders of Green River owning 75% of the Company following completion of the Acquisition,
- the Company will change its name to "Thunder Mountain Resources, Inc." upon completion of the Acquisition,
- existing Thunder Mountain Gold Management will continue to run the Company post-acquisition, and the majority of the board will be comprised of Thunder Mountain Gold directors,
- the Company will pursue both the exploration and development of the Company's existing mineral properties and the Green River oil and gas properties following completion of the Acquisition, and continue to seek both mineral and oil and gas opportunities.
- exploration on the newly completed option on the Iron Creek cobalt gold project,
- initiation of exploration on the Thunder Mountain Gold/ Newmont Mining Trout Creek joint venture, and
- Professional and other expenses relating to the negotiation of a definitive agreement for and the completion of the Acquisition.
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