THMG 10-K
Thunder Mountain Gold Inc (THMG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
For the transition period from to
Commission file number:
(Exact Name of Registrant as Specified in its Charter)
| (State of other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (zip code)
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SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. ☒
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer ☐ Accelerated Filer ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
The aggregate market value of the voting and non-voting common equity held by non-affiliates was $
The number of shares of the Registrant's Common Stock outstanding as of March 23, 2026, was
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THUNDER MOUNTAIN GOLD, INC.
Form 10-K
December 31, 2025
Table of Contents
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K and the exhibits attached hereto contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws, including statements about anticipated future operating and financial performance, financial position and liquidity, growth opportunities and growth rates, pricing plans, acquisition and divestiture opportunities, business prospects, strategic alternatives, business strategies, regulatory and competitive outlook, investment and expenditure plans, financing needs and availability and other similar forecasts and statements of expectation and statements of assumptions underlying any of the foregoing. The words "aims," "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "projects," "seeks," "should" and variations of these words and similar expressions are generally intended to identify these forward-looking statements. These forward-looking statements are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.
Forward-looking statements by us are based on estimates, projections, beliefs and assumptions of management and are not guarantees of future performance. Such forward-looking statements may be contained in this Annual Report on Form 10-K under Item 1 Description of the Business, Item 1A Risk Factors, and Item 7 Management's Discussion and Analysis of Financial Conditions and Results of Operations, or in our Current Reports on Form 8-K, among other places. Some of other risk factors include, but are not limited to, the following:
- adverse effects of climate changes or natural disasters;
- adverse effects of global or regional pandemic disease spread or other crises;
- global economic and capital market uncertainties;
- the speculative nature of minerals or mineral exploration, including risks of diminishing quantities or grades;
- operational or technical difficulties in connection with exploration, processing or mining activities;
- costs, hazards and uncertainties associated mineral exploration, resource development, and economic feasibility;
- contests over title to our properties;
- potential dilution to our shareholders from our stock issuances, recapitalization and balance sheet restructuring activities;
- potential inability to comply with applicable government regulations or law;
- adoption of or changes in legislation or regulations adversely affecting our businesses;
- permitting constraints or delays;
- changes in the United States or other monetary or fiscal policies or regulations;
- interruptions in our production capabilities due to capital constraints;
- equipment failures;
- fluctuation of prices for certain commodities;
- changes in generally accepted accounting principles;
- adverse effects of war, mass shooting, terrorism and geopolitical events;
- potential inability to implement our business strategies;
- potential inability to produce revenues;
- potential inability to attract and retain key personnel;
- assertion of claims, lawsuits and proceedings against us;
- potential inability to satisfy debt and lease obligations; and
- potential inability to maintain an effective system of internal controls over financial reporting.
Occurrence of such events or circumstances could have a material adverse effect on our business, financial condition, results of operations or cash flows, or the market price of our securities. All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated, or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Except as may be required by securities or other law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
We qualify all the forward-looking statements contained in this Annual Report by the foregoing cautionary statements.
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CAUTIONARY NOTE TO U.S. RESIDENTS CONCERNING DISCLOSURE OF MINERAL RESOURCES
Thunder Mountain Gold, Inc. ("Thunder Mountain," "we," "us," "our" or the "Company") is a U.S. domestic issuer for U.S. Securities and Exchange Commission ("SEC") purposes; it is required to report its financial results under U.S. Generally Accepted Accounting Principles ("U.S. GAAP"), and its shares of common stock trade on the TSX Venture Exchange (the "TSX-V") and the OTCQB Venture Market tier of the OTC Markets. However, certain prior regulatory filings made in Canada contain or incorporate by reference therein certain disclosure that satisfies the additional requirements of Canadian securities laws, which differ from the requirements of United States' securities laws. Unless otherwise indicated, all resource estimates included in those Canadian filings, and in the documents incorporated by reference therein, had been prepared in accordance with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") classification system. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.
Canadian standards, including NI 43-101, may differ from the requirements of Subpart 1300 of Regulation S-K ("S-K 1300"). Thus, resource information contained, or incorporated by reference, in the Company's Canadian filings, and in the documents incorporated by reference therein, may not be comparable to similar information disclosed by companies reporting mineral reserve and mineral resource information under S-K 1300.
The terms "mineral reserve," "proven mineral reserve" and "probable mineral reserve" are Canadian mining terms as defined in accordance with NI 43-101 and CIM standards. Pursuant to S-K 1300, the SEC now recognizes estimates of "measured mineral resources," "indicated mineral resources" and "inferred mineral resources." In addition, the SEC has amended its definitions of "proven mineral reserves" and "probably mineral reserves" to be substantially similar to the corresponding standards of the CIM.
Investors are cautioned that while terms are substantially similar to CIM standards, there are differences in the definitions and standards under S-K 1300 and the CIM standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as "proven reserves," "probable reserves," "measured mineral resources," "indicated mineral resources" and "inferred mineral resources" under NI 43-101 will be the same as the reserve or resource estimates prepared under the standards adopted under S-K 1300.
Investors are also cautioned that while the SEC now recognizes "measured mineral resources," "indicated mineral resources" and "inferred mineral resources," investors should not assume that any part or all of mineral deposits in these categories will ever be converted into mineral reserves.
Mineralization described using these terms has a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an "measured mineral resource," "indicated mineral resource" or "inferred mineral resource" will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of "contained ounces" in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute "reserves" by SEC standards as in place tonnage and grade without reference to unit measures.
ABBREVIATIONS AND TERMS OF REFERENCE
| µm | micrometer | OK | Ordinary Krig | |
| Ag | Silver | opt | Ounces per ton | |
| AgCl | Silver Chloride | OVB | Overburden boundary | |
| AMAG | Airborne magnetic data | oz/t | ounces per ton | |
| AMSL | Above mean seal level | PA | Preliminary Assessment | |
| ARAD | Airborne radiometric data | Pb | Lead | |
| Au | Gold | PEA | Preliminary Economic Assessment | |
| Au2Bi | Maldonite | ppm | Parts per million | |
| BDL | Below detection limit | QA/QC | Quality assurance and quality control |
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| BMET | BeMetals Corp. | RES | Residual | |
| CEP | Cumulative Frequency Plot | RM | Registered member | |
| CIM | Canadian Institute of Mining, Metallurgy & Petroleum | S-K 1300 | Modernized Property Disclosure Requirements for Mining Registrants as described in Subpart 229.1300 of Regulation S-K | |
| CPG | Construction General Permit | SCHL | Footwall schist | |
| CRD | Carbonate-replacement Deposits | SCHU | Hanging wall schist | |
| CRIRSCO | Committee of Mineral Reserves International Reporting Standards | SEC | United States Securities and Exchange Commission | |
| Cu | Copper | SME | Society for Mining, Metallurgy, and Exploration | |
| CUP | Conditional Use Permit | SMM | South Mountain Mines | |
| CuSO4-5H2O | Copper Sulfate Pentahydrate | SMMI | South Mountain Mines, Inc. | |
| CxCu | Cold extractable copper | SMSZ | South Mountain Structural Zone | |
| CxHM | Cold extractable total heavy metals | SWPPP | Storm Water Pollution Prevention Plan | |
| DMEA | Defense Minerals Exploration Administration | t | ton | |
| EDA | Exploratory Data Analysis | TH | Thorium | |
| EPA | Environmental Protection Agency | THMG | Thunder Mountain Gold, Inc. ("The Registrant") | |
| Fe | Iron | TMRI | Thunder Mountain Resources, Inc. | |
| ft | Feet | TRS | Technical Report Summary | |
| GRAV | Gravity data | tpd | tons per day | |
| HRC | Hard Rock Consulting LLC | U | Uranium | |
| IBMG | Idaho Bureau of Mines and Geology | US$ | U.S. dollars | |
| ID | Inverse Distance | USGS | United States Geological Survey | |
| IDEQ | Idaho Department of Environmental Quality | Zn | Zinc | |
| JORC | Australasian Joint Ore Reserves Committee | Zn(CN)2 | Zinc Cyanide | |
| K | Potassium | ZnAgEq | Zinc Silver Equivalent | |
| K-Ar | Potassium-argon radiometric dating | |||
| Kqd | cretaceous age quartz dioritic rocks | |||
| Kwhr | Kilowatt per hour | |||
| LXY | Laxey marble unit | |||
| m | meters | |||
| MRE | Mineral Resource Estimate | |||
| MSGP | Multi-Sector General Permit | |||
| my | Million years | |||
| NA2S2O5 | Sodium Metabisulfite | |||
| NAA | No Action Assurance | |||
| NI 43-101 | National Instrument 43-101 | |||
| NN | Nearest Neighbor | |||
| NPDES | National Pollutant Discharge Elimination System | |||
| NSR | Net Smelter Return | |||
| NURE | National Uranium Resource Evaluation | |||
| OGT | Owyhee Gold Territory, LLC |
GLOSSARY OF SIGNIFICANT MINING TERMS
Alluvial - Adjectivally used to identify rocks or minerals deposited over time by moving water.
Arsenopyrite - An iron-arsenic sulfide. Common constituent of gold mineralization.
Bedrock - Solid rock underlying overburden.
Dip - Angle made by an inclined surface with the horizontal, measured perpendicular to strike.
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Deposit-A mineral deposit is a mineralized body that has been intersected by sufficient closely-spaced drill holes or underground sampling to support sufficient tonnage and average grade(s) of metal(s) to warrant further exploration or development activities.
Drift - A horizontal mine opening driven on the vein. Driving is a term used to describe the excavation of a mine passageway.
Exploration Stage Issuer - As defined by Subpart 1300 of Regulation S-K - is an issuer that has no material property with mineral reserves disclosed.
Exploration Stage Property - As defined by Subpart 1300 of Regulation S-K - is a property that has no mineral reserves disclosed.
Fault - A fracture in the earth's crust accompanied by a displacement of one side of the fracture with respect to the other and in a direction parallel to the fracture.
Flotation - A physiochemical process for the separation of finely divided solids from one another. Separation of these (dissimilar) discrete solids from each other is affected by the selective attachment of the particle surface to gas bubbles.
GPT - grams per metric tonne.
Galena - A lead sulfide mineral.
Indicated Mineral Resource (or "Indicated") - is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.
Inferred Mineral Resource (or "Inferred") - has the meaning defined by Subpart 1300 of Regulation S-K - is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project and may not be converted to a mineral reserve.
Measured Mineral Resource (or "Measured") - has the meaning defined by Subpart 1300 of Regulation S-K - is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.
Mill - A general term used to denote a mineral processing plant.
Mineralization - The presence of minerals, usually of potential economic significance, in a specific area or geologic formation.
Mineral Resource - has the meaning defined by Subpart 1300 of Regulation S-K - is a concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.
Mineral Reserve - has the meaning defined by Subpart 1300 of Regulation S-K - An estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.
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Net Smelter Return ("NSR") - The Net Smelter Return from a processed ore is the value recouped from the mineral products less the costs associated with smelting, refining, and transport to the smelter. The NSR specifically does not permit the deduction of mining and milling costs.
Ore - A mineral or aggregate of minerals that can be mined and treated at a profit. A large quantity of ore that is surrounded by waste or sub-ore material is called an orebody.
Patented Claim - A mineral claim where the title has been obtained from the U.S. federal government through the patent process of the Mining Law of 1872 (30 U.S.C. § 22, et seq.). The owner of the patented claim is granted title to the surface and mineral rights.
Probable Mineral Reserve (or "Probable") - has the meaning defined by Subpart 1300 of Regulation S-K - the economically mineable part of an indicated and, in some cases, a measured mineral resource.
Production Stage Issuer - As defined by the SEC-includes all issuers engaged in the exploitation of a mineral deposit (reserve).
Proven Mineral Reserve (or "Proven") - - has the meaning defined by Subpart 1300 of Regulation S-K - is the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource.
Pyrite - An iron sulfide mineral that usually has no commercial value but is commonly associated with mineral deposits of gold, copper, and other metals.
Ramp - An underground opening usually driven downward, but not always, to provide access to an orebody for rubber-tired equipment such as loaders and trucks. Typically ramps are inclined at a slope grade of approximately 15%.
Rib samples - Ore taken from rib pillars in a mine to determine metal content.
Royalty or NSR Royalty - A mineral royalty is a percentage of the value extracted from an ore that is paid to an interest holding party, usually a claim owner. The NSR Royalty is calculated based on the value of the processed ore after deducting the costs of smelting, refining, and transport to a smelter. However, the cost of mining and milling is not deducted. Typical NSR Royalty rates in the United States are on the order of 1-5%.
Strike -The bearing or azimuth of the line created by the intersection of a horizontal plane with an inclined rock strata, vein or body.
Tetrahedrite-Sulfosalt mineral containing copper, antimony, and silver.
Vein - A zone or body of mineralized rock lying within boundaries separating it from neighboring wallrock. A mineralized zone having a more or less regular development in length, width and depth to give it a tabular form and commonly inclined at a considerable angle to the horizontal.
Unpatented Claim - A mineral claim staked on United States Public Domain (USPD) that is open for mineral entry. Unpatented lode claims can be no more than 1,500 feet long by 600 feet wide. The claimant owns the mineral rights, but does not own the surface, which is USPD. Any exploration or mining on the claim must first be submitted in a plan of operations (POO) for approval to the appropriate federal land management entity.
PART I
ITEM 1 - DESCRIPTION OF BUSINESS
Company History
Thunder Mountain Gold, Inc. (a predecessor entity) was originally incorporated under the laws of the State of Idaho on November 9, 1935, under the name of Montgomery Mines, Inc. In April 1978, a controlling interest in the Montgomery Mines Corporation was obtained by a group of the Thunder Mountain property holders who then changed the corporate name to Thunder Mountain Gold, Inc. with the primary goal to further develop their holdings in the Thunder Mountain Mining District, Valley County, Idaho.
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Change in Situs and Authorized Capital
On December 10, 2007, articles of incorporation were filed with the Secretary of State in Nevada for Thunder Mountain Gold, Inc., a Nevada Corporation. The Directors of Thunder Mountain Gold, Inc. (Nevada) were the same as for Thunder Mountain Gold, Inc. (Idaho).
On January 25, 2008, the shareholders approved the merger of Thunder Mountain Gold, Inc. (Idaho) with Thunder Mountain Gold, Inc. (Nevada), which was completed through a share-for-share exchange of common stock. The terms of the merger were such that the Nevada Corporation was the surviving entity (now the "Company"). The Company has 200,000,000 shares of common stock authorized with a par value of $0.001 per share and 5,000,000 shares of preferred stock authorized with a par value of $0.0001 per share.
The corporate structure of the Company is as follows: the Company owns 100% of the outstanding stock of Thunder Mountain Resources, Inc., a Nevada Corporation ("TMRI"); TMRI owns 100% of the outstanding stock of South Mountain Mines, Inc., an Idaho Corporation ("SMMI"); SMMI owns 75% of Owyhee Gold Territory, LLC ("OGT").
We have no patents, licenses, franchises or concessions which are considered by the Company to be of importance. The business is not of a seasonal nature. Since the potential products are traded in the open market, we have no control over the competitive conditions in the industry. There is no backlog of orders.
There are numerous Federal and State laws and regulations related to environmental protection, which have direct application to mining and milling activities. The more significant of these laws deal with mined land reclamation and wastewater discharge from mines and milling operations. We do not believe that these laws and regulations as presently enacted will have a direct material adverse effect on our operations. The Company employs one full-time officer and three part-time.
Subsidiary Companies
On May 21, 2007, the Company filed Articles of Incorporation with the Secretary of State in Nevada for Thunder Mountain Resources, Inc., a wholly owned subsidiary of Thunder Mountain Gold, Inc. The financial information for the new subsidiary is included in the consolidated financial statements.
On September 27, 2007, TMRI completed the purchase of all the outstanding stock of South Mountain. On November 8, 2012, South Mountain and Idaho State Gold Company II LLC ("ISGC or ISGC II") formed OGT (aka Owyhee Gold Trust, LLC), a wholly-owned subsidiary of SMMI.
On November 4, 2016, SMMI became Managing Member and controlling Member of OGT, through a judicially approved settlement agreement with ISGC. The Company's wholly owned subsidiary SMMI is the sole manager of the South Mountain Project in its entirety through a separate Mining Lease with Option to Purchase ("Lease Option") with the Company's majority-owned subsidiary OGT. SMMI has an option to purchase the South Mountain mineral interest for a capped $5 million, less net returns royalties paid through the date of exercise. The Lease Option expires in November 2026. If SMMI exercises the option, the option payment of $5 million, less advance royalties, will be distributed 100% by OGT to OGT's minority member, ISGC II Under the Lease Option, SMMI pays an advance of $5,000 net returns royalty to OGT annually on November 4 which is distributed to OGT's minority member, ISGC II.
Current Operations
On September 17, 2024, the Company remodeled its geological data and historical reports for the South Mountain Project utilizing acquired induced polarization (IP) data, airborne magnetic geophysical survey data, and copper-in-soil geochemical survey (Geochem) results. Based on this analysis, the Company staked additional unpatented mining claims (lode claims), covering approximately 260 acres of Bureau of Land Management (BLM) land.
On January 27, 2025, the Company announced a strategic partnership with Swiss-based MFD Investment Holdings SA ("MFD"). The letter agreement signed outlines that MFD will provide additional funding, contributing $1,000,000 in project-related expenditures as well as providing technical support for project development. This partnership adds additional financial strength in advancing South Mountain's technical and economic studies. The letter agreement is in the form of an option, whereby THMG grants an option to MFD to earn an interest in its South Mountain Project pursuant to which MFD shall have the right, but not the obligation, to complete certain requirements in return for the acquisition of a 10% interest in the Project. As of December 31, 2025, the Company has received $203,498 from MFD for project-related reimbursements, recorded as a reduction to exploration expenses.
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During 2025, the Company continued advancing exploration and development activities at the South Mountain Project. The Company's efforts were focused on refining drill targets through updated geophysical modeling and geochemical interpretation.
The Company also continued evaluating exploration opportunities at its Trout Creek Project in Lander County, Nevada. Planned activities include induced polarization geophysics and mobile metal ion geochemical sampling to further define drill targets originally identified through prior exploration programs.
In 2026, the Company intends to conduct core drilling and additional geophysical and geochemical studies at South Mountain to further delineate mineralization and support future technical and economic evaluations.
Costs and Effects of Compliance with Environmental Laws
The Company has accrued $86,380 in reclamation costs regarding the South Mountain Mine project. Various laws and permits require that financial assurances be in place for certain environmental and reclamation obligations and other potential liabilities. Once we undertake any trenching or drilling activities, a reclamation bond and a permit may be required under applicable laws. Currently, we have no obligations for financial assurances of any kind, and are unable to undertake any trenching, drilling, or development on any of our properties until we obtain financial assurances pursuant to applicable regulations to cover potential liabilities.
For the Trout Creek Project Property, there are no permits associated with the property, and there are no processing plants or other available facilities located on the property. There are currently no environmental permits required for exploration work on the property. In the future, a plan of operations may be required by the Bureau of Land Management to conduct exploration and sampling at the property.
Regarding the South Mountain Project Property, the Project is largely on, and surrounded by private land, and as such, the permitting and environmental aspects of the Project are expected to be straightforward. Permits are currently in place for underground and surface exploration and development activities.
Employees
The Company employs two full-time officers, three part-time officers and one administrative staff. It is anticipated that the employees will continue their work with the Company.
Reports to Security Holders
The Company is not required to issue annual reports to security holders other than the annual reports on Form 10-K and the quarterly reports on Form 10-Q, as electronically filed with the SEC. Our annual reports on Form 10-K contain financial information that has been examined and reported on, with an opinion expressed by an independent public or certified public accountant. Electronically filed reports may be accessed at www.sec.gov. Information may be obtained on the operation of the Public Reference Room by calling the SEC at 1 (800) SEC-0330.
The Company maintains a website where recent press releases and other information can be found. A link to the Company's filings with the SEC is provided on the Company's website: https://www.thundermountaingold.com. The Company makes available free of charge through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, when filed or furnished, or as soon as reasonably practicable after we file such material, or furnish it to, the SEC.
Investor inquiries or requests for copies of filings may be directed to the Company at:
Thunder Mountain Gold, Inc.
11770 W. President Drive., Ste. F
Boise, ID 83713
(208) 658-1037
Attn: Chief Financial Officer
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ITEM 1A - RISK FACTORS
Our mineral resources are subject to uncertainty and may not convert to reserves. Information concerning our mining properties in this Annual Report on Form 10-K has been prepared in accordance with subpart 1300 of Regulation S-K. These requirements differ significantly from prior SEC disclosure standards. Subpart 1300 requires disclosure of mineral resources in addition to mineral reserves. Mineral resources do not have demonstrated economic value and are subject to further exploration and development. No assurance can be given that mineral resources will be converted into mineral reserves. Inferred resources have more uncertainty than Measured or Indicated as the estimation parameters assume mineralized continuity over greater distances which may or may not accurately reflect the actual mineralization. Investors are cautioned not to assume that any part or all of the Inferred Resource exists or is economically or legally mineable.
We have no income and limited resources and will require additional capital to sustain operations. The Company's viability depends on its ability to secure capital for future exploration and working capital needs. The primary means of funding anticipated for sustaining operations will be through the issuance of debt, the sale of our common stock, the sale of property interests, or strategic partnerships, with the eventual profitable development of mining properties. The availability of funds from these sources is not guaranteed. Failure to successfully raise additional capital may impede property development and limit our operations.
As of December 31, 2025, the Company had a cash balance of $2,592,167. During the year ended December 31, 2025, the Company used $1,609,019 in net cash in operating activities and generated $3,775,000 in net cash from financing activities, primarily from private placement offerings. While current cash resources are expected to support near-term operating activities, the Company does not generate revenue from operations and expects to continue incurring operating losses as it advances exploration programs.
The Company will require additional capital to fund ongoing exploration activities, maintain mineral claims, satisfy lease and regulatory obligations, and support general corporate purposes beyond its current funding horizon. There can be no assurance that additional financing will be available on acceptable terms, or at all. If adequate capital is not obtained when required, the Company may be required to reduce or suspend exploration activities, relinquish mineral claims, dispose of assets, or otherwise limit its operations. In such event, investors could lose all or a substantial portion of their investment.
We have no proven reserves. We have no proven reserves at any of our properties. We have identified measured, indicated, and inferred mineral resources at the South Mountain Project and assay samples at certain other exploration properties; however, no proven or probable mineral reserves have been established. Without proven reserves, there can be no assurance that our properties will generate revenue.
Our exploration efforts may be adversely affected by metals price volatility causing us to cease exploration efforts. The success of our exploration efforts depends significantly on prevailing metal prices, which are affected by numerous factors including: 1) expectations for inflation; 2) investor speculative activities; 3) relative exchange rates of the U.S. dollar; 4) global and regional demand and production; 5) political and economic conditions; and 6) production costs in major producing regions. These factors are beyond our control and are difficult for us to predict.
There is no guarantee that current favorable prices for metals and other commodities will be sustained. If the market prices for these commodities weaken, we will temporarily suspend or cease exploration efforts.
Our business faces significant risks by information technology disruptions by cyber-attacks. The frequency and sophistication of cybersecurity incidents, such as the installation of malicious software and unauthorized data access, are on the rise. Our operations depend, in part, on how well we and our vendors protect networks, equipment, IT systems and software against damage from several threats, including, but not limited to natural disasters, intentional damage and destruction, fire, power loss, hacking, computer viruses, vandalism, theft, malware, ransomware and phishing attacks. Any of these and other events could result in IT system failures, delays, a material disruption of our business or increases in capital expenses. Our operations also depend on the timely maintenance, upgrade and replacement of networks, equipment and IT systems and software, as well as preemptive expenses to mitigate the risks of failures.
Moreover, the significance of our information technology systems and networks will escalate with a growing number of our employees working remotely. Additionally, should one of our service providers falters without prompt replacement, our ability to effectively manage outsourced functions could be compromised. While we believe we have implemented appropriate measures to mitigate these risks, the unpredictable nature and scope of IT disruptions could leave us vulnerable to system manipulation, financial losses from remedial actions, or other adverse impacts on our financial condition and operational results.
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Our mineral exploration efforts may not be successful. Mineral exploration is highly speculative. It involves many risks and often does not produce positive results. Even if we find a valuable mineral deposit, it may take many additional years or more before production is possible because of the need for additional detailed exploration, pre-production studies, permitting, financing, construction and start up. During that time, it may not be economically feasible to produce those minerals. Establishing ore reserves requires us to make substantial capital expenditures and, in the case of new properties, to construct mining and processing facilities. As a result of these costs and uncertainties, we may not be able to develop any potentially economic mineral deposits.
We face strong competition from other mining companies for the acquisition of new properties. If we do find an economic mineral reserve and put it into production, we need to continually seek to find new properties. In addition, there is a limited supply of desirable mineral lands available in the United States or elsewhere where we would consider conducting exploration activities. Because we face strong competition for new properties from other exploration and mining companies, some of whom have greater financial resources than we do, we may be unable to acquire attractive new mining properties on terms that we consider acceptable.
Mining operations may be adversely affected by risks and hazards associated with the mining industry. Mining operations involve a number of risks and hazards including: 1) environmental hazards; 2) political and country risks; 3) industrial accidents; 4) labor disputes; 5) unusual or unexpected geologic formations; 6) high wall failures, cave-ins or explosive rock failures, and 7) flooding and periodic interruptions due to inclement or hazardous weather conditions. Such risks could result in: 1) damage to or destruction of mineral properties or producing facilities; 2) personal injury; 3) environmental damage; 4) delays in exploration efforts; 5) monetary losses, and; 6) legal liability.
We have no insurance against any of these risks. To the extent we are subject to environmental liabilities, we would have to pay for these liabilities. Moreover, in the event that we ever become an operator of a mine and are unable to fully pay for the cost of remedying an environmental problem, should it occur, we might be required to suspend operations or enter into other interim compliance measures.
We must limit our exploration due to capital constraints. Because our Company is small and does not have much capital, we must limit the time and money we expend on exploration of interests in our properties. This may prevent us from realizing any revenues, thus reducing the value of the stock. In particular, we may not be able to: 1) devote the time we would like to explore our properties; 2) spend as much money as we would like to exploring our properties; 3) rent the quality of equipment or hire the contractors we would like to have for exploration; and 4) have the number of people working on our properties that we would like to have. By limiting our operations, it may take longer to explore our properties. There are other larger exploration companies that could and may spend more time and money exploring the properties that we have acquired.
We will have to suspend our exploration plans if we do not have access to all the supplies and materials we need. Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after we have conducted preliminary exploration activities on our properties. If we cannot find the products and equipment we need in a timely manner, we will have to delay or suspend our exploration plans until we do find the products and equipment we need.
We face substantial governmental regulation, economic and environmental risks, which could prevent us from exploring or developing our properties. Our business is subject to extensive federal, state and local laws and regulations governing mining exploration development, production, labor standards, occupational health, waste disposal, use of toxic substances, environmental regulations, mine safety and other matters. New legislation and regulations may be adopted at any time that results in additional operating expenses, capital expenditure or restrictions and delays in the exploration, mining, production or development of our properties.
Inflationary pressures, economic tariffs and rising exploration costs may impact on our ability to maintain current operations, obtain favorable equipment prices and secure financing terms. Inflationary rises could impede our ability to raise additional capital, increasing the risk of business disruptions.
Supplies and equipment needed for exploration may not always be available. If the Company is unable to secure raw materials and exploration supplies, it may have to delay anticipated business operations. Competition, the imposition of tariffs and other trade sanctions, and unforeseen limited sources of supplies needed for the Company's proposed exploration work could result in occasional shortages of supplies of certain products, equipment, or materials. There is no guarantee the Company will be able to obtain certain products, equipment and/or materials as and when needed, without interruption, or on favorable terms, if at all. Such delays could affect the Company's anticipated business operations and increase expenses.
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If we fail to maintain effective internal controls over financial reporting, we could experience material weaknesses, inaccurate financial reporting, regulatory scrutiny, or harm to our reputation. Our internal control systems provide only reasonable assurance that fraud or errors will be prevented or detected.
Regulations and pended legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on the Company's business. A number of governments or governmental bodies have introduced or are contemplating legislative and/or regulatory changes in response to concerns about the potential impact of climate change. Legislation and increased regulation regarding climate change could impose significant costs on the Company, on its future venture partners, if any, and on its suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs necessary to comply with such regulations. Any adopted future climate change regulations could also negatively impact the Company's ability to compete with companies situated in areas not subject to such limitations. Given the emotional and political significance and uncertainty surrounding the impact of climate change and how it should be dealt with, the Company cannot predict how legislation and regulation will ultimately affect its financial condition, operating performance, and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by the Company or other companies in its industry could harm the Company's reputation. The potential physical impacts of climate change on its operations are highly uncertain and could be particular to the geographic circumstances in areas in which the Company operates and may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels, and changing temperatures. These impacts may adversely impact the cost, production, and financial performance of the Company's operations.
There are several governmental regulations that materially restrict mineral exploration. The Company will be subject to the federal regulations (environmental) and the laws of the State of Idaho as the Company carries out its exploration program. The Company may be required to obtain additional work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. While the Company's planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase its costs of doing business and prevent it from carrying out its exploration program.
ITEM 1B - UNRESOLVED STAFF COMMENTS
None.
ITEM 1C - CYBERSECURITY
ITEM 2 - DESCRIPTION OF PROPERTIES
Summary
The Company, including its subsidiaries, owns mining rights, claims, and properties in the mining areas of Nevada and Idaho. These include the South Mountain Property in Idaho ("South Mountain Project") and the Trout Creek Property in Nevada ("Trout Creek Project"). The maps below in Figure 1 and Figure 2 show the locations of the properties.
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Figure 1 - South Mountain Project Location Map
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INDIVIDUAL PROPERTIES - MATERIAL OPERATING PROPERTIES
THE SOUTH MOUNTAIN PROJECT
SPECIAL NOTE TO READERS: The South Mountain Project is a material property as defined by Regulation S-K Subpart 1300 (S-K 1300) issued by the Security and Exchange Commission (SEC). All other properties described in this Annual Report are immaterial under S-K 1300.
Figure 3. Location of South Mountain Project
South Mountain Project Summary Overview
The Company operates the South Mountain Project ("South Mountain" or the "South Mountain Project" or the "Property" or the "Project") comprised of an underground mine and adjacent exploration properties located approximately 70 miles southwest of Boise, Idaho (see Figure 3 above). It is a polymetallic Exploration Stage Property focused on high-grade zinc, silver, gold, and copper. Mineralization was first discovered at South Mountain in 1868, with subsequent mining activity leading to the discovery of the oxidized silver, gold, zinc and lead veins. The Project was intermittently mined from the late 1800s to the late 1960s. According to historical smelter records, approximately 53,642 tons of mineralized material have been mined by previous operators. Because the South Mountain Project is an Exploration Stage property, the Company had no aggregate annual production from the South Mountain Project in the last three years.
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The Company owns 100% the South Mountain Project, through its wholly-owned subsidiaries-Thunder Mountain Resources, Inc., South Mountain Mines, Inc. and Thunder Mountain Resources, Inc. The South Mountain Project originally consisted of 17 patented mining claims (approximately 327 acres) located in Owyhee County in southwestern Idaho. After the Company's purchase of the property, it staked an additional 21 unpatented lode mining claims and obtained mineral leases on 489 acres of adjoining private ranch land, and an additional 13 unpatented claims on approximately 260 acres in 2024.
The South Mountain Project is largely located on and surrounded by private land and state of Idaho endowment land. Future agreements with individual private landowners, along with the existing easements and right of ways, may be necessary to establish infrastructure such as roads and power lines. The private land setting greatly simplifies and streamlines the permitting and approval process. Owyhee County approved Conditional use Permits ("CUPs") for the mine site and mill site in 2013. At the County's request, the Company is updating technical information and re-applying for these permits with the County. Both the mine and the mill site are located on private land, and as such, require no other permit authorization for surface disturbance, other than any approvals from the County to further extend and / or update the previously approved CUPs.
Also included in the South Mountain Project area is a 360-acre millsite, not contiguous with the mining claims, which was purchased by THMG in 2013. The millsite is located approximately 6.8 road miles from the main mine area, with access provided by a 1.2-mile haul road between the millsite and Owyhee County South Mountain Road. Plans to construct a mill were approved by Owyhee County in 2013, as described above through the CUPs.
Summary Mineral Resources at End of the Fiscal Year Ended December 31, 2025
For a summary of South Mountain's Mineral Resources at the end of the fiscal year ended December 31, 2025, see Table 1 below.
Reserves
The Company has no proven or probable mineral reserves on any of its properties at the end of the fiscal year ended December 31, 2025.
Property and Location
The South Mountain Project is located approximately 70 miles southwest of Boise, Idaho at Latitude 42° 44' 41.65" North and Longitude 116° 55' 13.48" West (see Figure 3 above). The Project was intermittently mined from the late 1800s to the late 1960s, and its existing underground workings remain intact and well maintained. Historic production, mostly from Anaconda Copper, at the Project has largely come from high-grade massive sulfide zones that remain open at depth and along strike. According to historical smelter records, approximately 53,642 tons of mineralized material has been mined to date. These records also indicate average grades; 14.5% Zn, 11.63 opt Ag, 0.063 opt Au, 2.4% Pb, and 1.4% Cu were mined.
The South Mountain Project mine site is accessible by Highway 95, driving south from the Boise area to Jordan Valley, Oregon, then by traveling southeast approximately 22 miles back into Idaho, via Owyhee County Road, a dirt road improved to within 4 miles of historic mine site. The last 4 miles up the South Mountain Mine Road is unimproved dirt road. The property is accessible year-round to within 4 miles of the property. Snow removal is required to access the property during the winter months, but the property is accessible from May through October without the need for snow removal. There is power distribution within 4 miles of the site. The climate is considered high desert. The Company has water rights on the property, and there is a potable spring on the property that once supplied water to the main mining camp.
The community nearest to the Project is Jordan Valley, Oregon, roughly 24 miles to the northwest of the South Mountain Project area. Jordan Valley hosts a regional population of about 450 and offers limited standard municipal amenities. The nearest major supply center is the city of Nampa, roughly 100 miles northeast of the South Mountain Project area. Commercial air and rail services are both available in Nampa, which is served by the Nampa Municipal Airport and Union Pacific's Northwest Corridor rail line. Ample skilled and unskilled labor can be found in Nampa and the greater Boise-Nampa metropolitan area. There are no onsite personnel currently employed at the property.
Property Ownership
The Company owns 100% of the outstanding stock of Thunder Mountain Resources, Inc., a Nevada Corporation. Thunder Mountain Resources, Inc. owns 100% of the outstanding stock of South Mountain Mines, Inc. (SMMI), an Idaho Corporation. Thunder Mountain Resources, Inc. completed the direct purchase of 100% ownership of South Mountain Mines, Inc. on September 27, 2007, which consisted of 17 patented mining claims (approximately 327 acres) located in Owyhee County in southwestern Idaho. After the purchase, Thunder Mountain Resources staked 21 unpatented lode mining claims and obtained mineral leases on 489 acres of adjoining private ranch land.
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The current land package at the South Mountain Project consists of 18 patented mining claims encompassing approximately 346 acres, 36 acres of private land, 34 unpatented mining lode claims covering approximately 550 acres, and approximately 489 acres of leased private land. In addition, the project owns 360 acres of private land for its mill site that is not contiguous with the mining claims.
Thunder Mountain Gold Inc. purchased the Project in 2007, after selling its main asset in central Idaho and donating thousands of acres at that site to conservation. The Company continues to advance the South Mountain Project, investing in excess of $20M since its purchase.
Present Condition
The South Mountain Project is an underground mine accessed by a primary horizontal adit. Existing surface rights are sufficient for all presently proposed development and operations activities. Existing infrastructure within the Project area includes six cabin-style bunkhouses (circa 1975) and a small number of other historic wooden structures, as well as a large fabric-sided equipment maintenance and storage facility situated near the entrance to the Sonneman adit. Drill core and various supplies and equipment are stored on-site in a series of locked, Connex-style storage containers located along the main access road just above the bunkhouse cabins.
Electrical power is currently supplied by portable diesel generators. A three-phase power line could be established by upgrading about 15 miles of the existing two-phase line, with the construction of an additional 4.5 miles of new line from the county road to the mine site. Line power from Idaho Power's distribution line to the mill site would require roughly one mile of new line construction and another 17 miles of existing line upgrades, along with some transformer and line upgrades near Jordan Valley, Oregon.
Potable water is available within the Project area from several existing groundwater springs. Water for milling operations is expected to be provided by an onsite well, though a pipeline could potentially be engineered to carry water to the mill from mine workings, providing water for milling operations as well as a means for dewatering the mine.
Geology & Mineralization
Rock types within the South Mountain Project area are comprised of an isolated exposure of metasedimentary and intrusive rock, surrounded by younger upper-Tertiary volcanic and sedimentary units of the Owyhee volcanic field. One large northeast trended fault runs through the South Mountain property and is informally named the Golconda Structure. This structure physiographically separates exposures of the two types of mineralization observed at the property. The current interpretation of mineralization extent on the Project shows a strike length of approximately 2,250 ft. The mineralized bodies dip approximately 50° southwest from surface (between 7,500 ft. and 7,300 ft.) to a depth of 5,900 ft. depth, or approximately 1,500 vertical ft. Mineralization thickness is variable, but the DMEA Zone massive sulfide is the most significant mineralized body with thicknesses between 10 ft. and 20 ft. Mineralization is separated into discrete high-grade bodies along strike. Mineralized continuity within those bodies is oriented down-dip and along plunge. Mineralization remains open down dip, and further exploration could result in more mineralized bodies being identified along strike or within currently undrilled parts of the Laxey Marble.
Historically, two styles of mineralization were identified and have been worked by mines on the South Mountain Project: Pb-Ag replacement vein or fissure vein deposits, and skarn-hosted, Zn-rich, polymetallic massive sulfide bodies.
The Pb-Ag veins were the first target of mining activity within the Project area. These veins proved to be amenable to early-day mining practices as the oxidized portions consisting of argentiferous lead carbonate were easily smelted. The oxidized portions of the veins are relatively shallow, on the order of 70 to 80 ft (Bowes, 1985). The unoxidized components of these veins include the sulfides pyrrhotite, arsenopyrite, sphalerite, galena, chalcopyrite, and pyrite. The sulfide minerals occur within quartz, calcite, and chlorite gangue. The Pb-Ag veins range in width from narrow stringers to 8 feet wide, and follow a predominate northeast trend with steep, southwesterly to vertical dips. The veins are open-space fillings along previous existing structures, and evidence can also be seen of localized replacement along adjacent bedding planes and fracture surfaces. The high silver values at South Mountain are present in solid solution in galena and tennantite-tetrahedrite whereas at least some of the locally high-grade gold values appear to occur in association with the early arsenopyrite.
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The primary deposit being explored at South Mountain is now classified as a Carbonate Replacement Deposit ("CRD"). The CRD deposit classification commonly provides for both massive sulfide and skarn hosted mineralization. Skarns are coarse-grained metamorphic rocks composed of calcium-iron-magnesium-manganese-aluminum silicate minerals that form by replacement of carbonate-bearing rocks (in most cases) during contact or regional metamorphism and metasomatism. CRD deposits are also commonly associated with many other types of magmatic-hydrothermal deposits in mineral districts. The South Mountain CRD is potentially zoned relative to the N to NE trending faults.
Distal Pb-Ag veins and replacement bodies mined in the late 1800's may be the vertical and lateral equivalent to the main CRD system. Thus, numerous surface exposures of Pb-Ag veins at South Mountain could indicate the potential for significant Zn-Pb-Ag mineralization at depth.
History
Mineralization in the form of gold-bearing quartz veins was first discovered at South Mountain in 1868, with subsequent mining activity leading to the discovery of the oxidized silver-lead veins. The South Mountain Consolidated Mining and Smelting Company purchased the principal mines in the district, including the earliest workings of the South Mountain Project, in 1874.
The Exploration Company of California completed development of the Sonneman, Golconda, and Laxey levels of the South Mountain mine in 1929 through 1931, concentrating primarily on the Laxey ore zone. In 1940 through 1946, the International Smelting and Refining Co. (Anaconda) began metal production from the Laxey ore zone. Approximately 53,635 tons of ore were direct shipped to a smelter in Tooele, Utah during this time.
The Exploration Company of California completed exploration and development of the Sonneman, Golconda, and Laxey levels in the early 1930's, concentrating primarily on the Laxey ore zone. In 1940 and continuing through 1946, the International Smelting and Refining Co. (Anaconda) began metal production from the Laxey ore zone as part of the strategic materials effort for World War II. During this same timeframe, the Defense Minerals Exploration Administration ("DMEA") evaluated the Project for its strategic zinc potential, overseeing mining and exploration of the Project both during and for some time after the War. The Texas shaft was reactivated by the South Mountain Mines Partnership in 1950 and was worked for a period of roughly 5 years.
The Texas shaft was active from 1950 to 1955 under the South Mountain Mines ("SMM") partnership. The partnership constructed a single-stage (copper-lead circuit) flotation mill capable of handling 150 tons per day, and reportedly extracted 6,703 tons of ore. DMEA, through Anaconda, continued to evaluate the property for its strategic zinc potential during this same time frame and established the DMEA Zone ("DMEA Zone").
In 1956, the property was leased for two years to the Potash Company of America, which operated sporadically until 1968, when the 17 patented claims, which comprise the patented claim block of the present- day South Mountain Project, were purchased by W.A. Bowes, Inc.
The W.A. Bowes Company developed the property from 1977 until the early 1980's when it was purchased by an east coast investment group who formed South Mountain Mining, Inc. Following purchase of the property, W.A. Bowes remained as managing operator. The property was acquired by Thunder Mountain Resources, Inc., a wholly owned subsidiary of THMG, in September 2007 following due diligence work on the title, environmental considerations, and geology.
W.A. Bowes managed the Project from 1977 until the mid-1980's, conducting geophysical, soil and rock chip sampling and analysis programs.
After acquisition of the Project by an eastern money interest in the mid-1970s, South Mountain Mining ("SMM") was incorporated and proceeded to conduct expansive exploration in the form of tunneling and underground and surface drilling. SMM personnel have verbalized to THMG personnel that approximately $6 million was spent at the Property by them during this period, culminating in preparation of an internal feasibility study.
SMM collected 60 channel samples in the Sonneman drift to delineate mineralization in the DMEA and Texas zones. Orientations for these samples are either along the length of the drift, which is approximately along strike of the deposit, or across the drift. The channel sampling successfully defined high grade mineralization for the Project.
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Historic drilling on the property began in the 1960's when Potash Corporation drilled 10 core holes of unknown size totaling 1,293 ft and 24 longholes totaling 2,078 ft. All drilling was conducted across the length of the Laxey level and successfully tested the vertical continuity of mineralization. In 1971, Austral Oil drilled 8 core holes totaling 7,551 ft north of the Project. The Austral hole intervals were logged for geology but were not assayed for metal content. In the period from 1975 to 1986, SMM drilled a total of 161 holes. Of these holes, 117 were longholes (blastholes) totaling 4,817 ft. Thirty-nine were core holes totaling 5,467 ft. The remaining 5 holes were shallow air track holes, which were not assayed, totaling 486 ft. The drilling by SMM largely defined the extent of mineralization for the Project prior to drilling operations by, or on behalf THGM.
Work Completed and Exploration Plans
Exploration (and development) activities conducted at South Mountain since 2008 include:
- Adjoining property evaluation and acquisition
- Title work for the patented claims and private land parcels
- Surveying the claim boundaries,
- Rehabilitation of the Laxey and Sonneman drifts, most to a production level (12 ft by 12 ft),
- As-built survey of the Laxey and Sonneman drifts,
- Channel sampling of the Sonneman drift at the intersections of massive sulfide mineralization,
- Geologic mapping and geochemical sampling specific to an intrusive breccia target, and
- A ground magnetics survey as well as compiling and reprocessing public domain geophysical surveys, and
- A pulse electromagnetic ("PEM") survey completed in September 2022
- A broad district-wide Magneto telluric geophysical survey in 2025 that is still under evaluation, along with district-wide reconnaissance and geochemical studies.
- An additional 399 lode claims were staked at South Mountain in 2025, bringing the total to 410 lode claims. Additionally, the Company purchased 113 acres of contiguous private mineral land that the Company previously leased.
The procedures, parameters, and general results of each of the exploration efforts listed above are summarized below and detailed descriptions can be found in Exhibit 96.1, the Initial Assessment Technical Report Summary for the South Mountain Project, Owyhee County, Idaho U.S.A, with an effective date of December 31, 2023.
Channel Sampling in the Sonneman Drift:
THMG conducted further mapping and collected several channel samples in Muck Bay 3 in the Sonneman Drift in an effort to delineate mineralization in this zone of the Sonneman level. Chip samples along a channel were taken with rock picks and/or hammer and chisel. Care was taken to make sure that the amount along the run was distributed evenly. Samples were carefully detailed and shipped to ALS Chemex in Reno, Nevada. The results from the sampling confirmed further high grade mineralization at the Project in this zone.
Geochemical Sampling:
In 2025, the Company embarked on a district-wide geology reconnaissance, structural mapping and geochemical sampling program. Some historic drill roads were re-established and sampled on 5 foot and 10 foot intervals. All geochemical samples were analyzed with X-ray fluorescence prior to submitting lab analysis. The new data, along with historical data is being combined into a global model at the Project.
Historic Geochemical Sampling:
Approximately three miles of access roads and drill sites were constructed in 2010 during exploration of the gold breccia. A campaign of road cut sampling was undertaken on the new roads as they were completed. Three sets of samples were obtained along the cut bank of the road. Channel samples were taken on 25-foot, 50-foot or 100-foot intervals, depended upon the nature of the material cut by the road with the shorter spaced intervals being taken in areas of bedrock. A majority of the samples contained anomalous gold values and in addition to confirming the three anomalies identified by soils sampling.
Rock chip samples collected by THMG staff from the intrusive breccia and the surrounding rocks. Additional rock chip samples were collected by Kinross geologists in 2009 during an evaluation of the property. Kinross collected rock chip samples from the breccia at South Mountain that produced gold values closely matching the rock chip geochemical values collected by THMG staff. The gold values increase in rock chip samples collected from along the contact of the intrusive breccias.
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A soil sample program was conducted in the area of the intrusive breccia on South Mountain by THMG staff. Soil samples collected from a 2008 orientation sample grid over the breccia zone. During the 2009 field season, an expanded soil grid was completed over the breccia zone.
Also in 2010, Newmont Mining Corp. submitted two bulk samples for gold characterization and modal mineralogy. The samples comprised approximately 1.5 kilograms of -10-mesh rejects from ALS Chemex.
Geophysics:
In 2010, J.L. Wright Geophysics compiled several geophysical datasets:
- Airborne magnetic data ("AMAG");
- Airborne radiometric data ("ARAD"); and
- The gravity data ("GRAV").
The gravity data indicates the property to be located at an intersection of two large scale structural features. Density variations, responsible for the gravity anomalies, are inferred to be related to large scale basement rock changes. Results from the survey show complex magnetic patterns produced by both lithologic and alteration features.
In July 2013, a ground magnetic survey was completed over a portion of the South Mountain property by MaGee Geophysical Services LLC. The objective was to delineate structures and lithologies proximal to known gold and base metal mineralization.
In September 2022, Crone Geophysics based in Toronto, Canada completed a pulse electromagnetic ("PEM") survey covering a portion of the Project area. The survey is initially centered on the South Mountain Mine, then follows the marble unit to the north with the objective of delineating massive sulfides. The 2022 geophysics survey suggests the presence of additional exploration targets beyond the extent of currently defined mineralization.
In August 2025, Durango Geophysics, and John Reynolds, embarked on a broad Magnetotelluric geophysical survey. The results of this effort are still under evaluation.
Drilling:
In 2019, 2020, and 2021, SMMI completed a total of fifty-two (52) NQ diameter core drillholes totaling 16,382 ft. as well as two HQ diameter core drillholes totaling 3,541 ft. The drilling completed in 2021 was from surface and targeted the down-dip extension of the DMEA. The 2021 drilling intersected the mineralization approximate to the true thickness of the deposit. The 2020 drillholes were surveyed down-hole using a GyroMaster non-magnetic multi-shot tool. Between 2008 and 2018, THMG drilled twenty-seven (27) holes for a total of 16,600 ft. Twenty of the holes are diamond core holes, and the remaining seven are RC.
THMG completed two core holes in 2008, TX-1 and DMEA2. TX-1 was drilled from surface, oriented south-southwest and inclined 60° targeting Texas mineralization. DMEA2 was drilled from surface, and oriented vertically. The drillhole was surveyed down-the-hole every 10 ft using a Deviflex multishot survey tool. The drillhole intersected DMEA zone mineralization at depth.
In 2010, THMG completed seven (7) RC drillholes with the prefix LO. The drillholes were vertically oriented and not surveyed down-the-hole. LO-01 through LO-05 targeted the intrusive breccia defined by geologic mapping and rock chip samples across a strike length of 4,440 ft. These drillholes were assayed for gold only and intersected several low-grade intercepts (Table 7-7).
In 2013, the Company's drilling program consisted of twelve (12) drillholes targeting three mineralization zones from surface and surveyed down-the-hole every 10 ft using a Deviflex multishot survey tool. This drilling orientation is not preferred for intersecting mineralization across the true thickness of the deposit; however, three (3) of the four (4) drillholes did intersect massive sulfide mineralization associated with the Texas zone. The 2013 drilling also included six underground core drillholes with the prefix DM2UC13. The program was successful in defining the geometry and confirming the grades of the DMEA massive sulfide zone.
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For more information on the drilling results, see the Initial Assessment Technical Report Summary for the South Mountain Project, Owyhee County, Idaho U.S.A, attached hereto as Exhibit 96.1.
Mineral Resource Estimate
The Company completed an updated mineral resource estimate (the "MRE") with an effective date of December 31, 2023, to meet the requirements of Subpart 1300 of Regulation S-K, which incorporated results from the surface diamond drilling program conducted in 2021 at the South Mountain Project. The MRE includes an increased resource for the Project while maintaining the high-grade mineralization. The MRE was prepared in accordance with Subpart 1300 of Regulation S-K by Hard Rock Consulting, LLC, based in Aurora, Colorado, U.S.A. For more information, see Exhibit 96.1, the Initial Assessment Technical Report Summary on the South Mountain Project, Owyhee County, Idaho U.S.A., prepared for the Company by Hard Rock Consulting, LLC ("HRC"), the Qualified Person ("QP"). The South Mountain Project is without known reserves, and the proposed programs are exploratory in nature.
Highlights of Mineral Resource
- Measured & Indicated ("M&I"): 223,000 tons grading 9.02% Zinc ("Zn"), 4.27 ounces per ton ("opt") Silver ("Ag"), 0.059 opt Gold ("Au"), 0.64% Copper ("Cu"), and 0.94% Lead ("Pb").
- Inferred: 959,000 tons grading 7.56% Zn (14% increase in Zn lbs.), 5.67 opt Ag (14.10% increase in Ag ounces), 0.037 opt Au (3.3% increase in Au ounces), 0.80% Cu (14.5% increase in Cu lbs.), and 1.06% Pb (25.4% increase in Pb lbs.).
- The DMEA Zone in the model was extended an additional 250 feet down dip and remains open.
This latest round of drilling completed during the late fall of 2021 proves the continuation of the down plunge extension of the DMEA Zone at depth. This zone remains open in both directions. All of the drill results have now been in incorporated into the MRE for the South Mountain deposit. The increase in Measured and Indicated tons are the result of updated metal prices and mining costs. Surface drilling completed in 2021 accounts for approximately 8% of the increase in Inferred tons, while the remaining 7% increase is due to updated metal prices and mining costs.
Table 1 below provides the Mineral Resource Statement for the Project in U.S. units with details of the modeling methodology and cut-off grades applied to the mineral resource.
Table 1. South Mountain Mineral Resource Statement as of December 31, 2023
| Classification | Measured | Indicated | Measured + Indicated | Inferred |
| Massive Sulfide Type Metallurgical Domain | ||||
| Short Tons | 54,000 | 122,000 | 176,000 | 868,000 |
| Zinc Grade (%) | 11.51 | 11.15 | 11.26 | 8.25 |
| Contained Zinc (lb.) | 12,300,000 | 27,300,000 | 39,600,000 | 143,200,000 |
| Silver Grade (troy oz./sh. Ton) | 3.62 | 4.74 | 4.39 | 5.96 |
| Contained Silver (troy oz.) | 194,000 | 580,000 | 774,000 | 5,177,000 |
| Gold Grade (troy oz./sh. Ton) | 0.0700 | 0.0744 | 0.0730 | 0.0400 |
| Contained Gold (troy oz.) | 3,800 | 9,100 | 12,900 | 34,700 |
| Copper Grade (%) | 0.45 | 0.55 | 0.52 | 0.74 |
| Contained Copper (lb.) | 500,000 | 1,300,000 | 1,800,000 | 12,800,000 |
| Lead Grade (%) | 0.79 | 1.32 | 1.16 | 1.16 |
| Contained Lead (lb.) | 850,000 | 3,240,000 | 4,080,000 | 20,200,000 |
| Skarn Type Metallurgical Domain | ||||
| Short Tons | 15,000 | 32,000 | 47,000 | 91,000 |
| Zinc Grade (%) | 0.99 | 0.44 | 0.62 | 1.02 |
| Contained Zinc (lb.) | 300,000 | 300,000 | 600,000 | 1,900,000 |
| Silver Grade (troy oz./sh. Ton) | 4.61 | 3.44 | 3.82 | 2.86 |
| Contained Silver (troy oz.) | 70,000 | 109,000 | 179,000 | 261,000 |
| Gold Grade (troy oz./sh. Ton) | 0.0168 | 0.0047 | 0.0086 | 0.0049 |
| Contained Gold (troy oz.) | 300 | 100 | 400 | 400 |
| Copper Grade (%) | 1.12 | 1.12 | 1.12 | 1.41 |
| Contained Copper (lb.) | 300,000 | 700,000 | 1,000,000 | 2,600,000 |
| Lead Grade (%) | 0.27 | 0.07 | 0.13 | 0.04 |
| Contained Lead (lb.) | 80,000 | 40,000 | 120,000 | 70,000 |
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| Total | ||||
| Short Tons | 69,000 | 154,000 | 223,000 | 959,000 |
| Zinc Grade (%) | 9.18 | 8.95 | 9.02 | 7.56 |
| Contained Zinc (lb.) | 12,600,000 | 27,600,000 | 40,200,000 | 145,000,000 |
| Silver Grade (troy oz./sh. Ton) | 3.84 | 4.47 | 4.27 | 5.67 |
| Contained Silver (troy oz.) | 264,000 | 688,000 | 953,000 | 5,438,000 |
| Gold Grade (troy oz./sh. Ton) | 0.0582 | 0.0601 | 0.0595 | 0.0366 |
| Contained Gold (troy oz.) | 4,000 | 9,300 | 13,300 | 35,200 |
| Copper Grade (%) | 0.60 | 0.66 | 0.64 | 0.80 |
| Contained Copper (lb.) | 800,000 | 2,000,000 | 2,900,000 | 15,400,000 |
| Lead Grade (%) | 0.67 | 1.06 | 0.94 | 1.06 |
| Contained Lead (lb.) | 930,000 | 3,280,000 | 4,210,000 | 20,270,000 |
1. The undiluted in-situ mineral resources are reported at an underground mining Net Smelter Return ("NSR") cut-off of 97.50 $US/Short Ton. The NSR calculation is based on the assumptions stated in the following footnotes 2 - 5.
2. Metal prices are based on the 36-month moving average as of September 29, 2023, and are $1,800/oz for Au, $23.50/oz for Ag, $1.00/lb. for Pb, $1.35/lb. for Zn, and $4.00/lb. for Cu.
3. An assumed mining cost of $65/short ton, process costs of $25/short ton, and general and administrative costs of $7.50/short ton
4. Massive Sulfide type metallurgical recoveries and payables are 52.25% for Au, 71.25% for Ag, 71.40% for Zn, 66.50% for Pb, and 49.00% for Cu and a total smelter cost of $33.29.
5. Skarn type metallurgical recoveries and payables are 71.25% for Au, 80.75% for Ag, 51.00% for Zn, 47.50% for Pb, and 87.70% for Cu, and a smelter cost of $7.24.
6. Rounding may result in apparent differences when summing tons, grade and contained metal content. Tonnage and grade are in U.S. Customary units. Prices are in $US.
Qualified Person Statement for the Mineral Resource Estimate
Hard Rock Consulting, LLC is responsible for the South Mountain Project MRE, with an effective date of December 31, 2023. HRC is a Qualified Person as defined by S-K 1300 and is independent of Thunder Mountain Gold, Inc. and South Mountain Mines, Inc. HRC estimated the mineral resources based on drill-hole and channel sample data constrained by geologic boundaries using an Ordinary Krig algorithm. The Geologic Model and Mineral Resource Estimate were completed using Leapfrog Geo® Software version 2023.1.1. HRC based the MRE on other assumptions that can be found in the footnotes to Table 1, above.
Permits
The Project is largely on, and surrounded by private land, and as such, the permitting and environmental aspects of the Project are expected to be straightforward. Permits are currently in place for underground and surface exploration and development activities as follows:
In 2007, the BLM contracted with North Wind Environmental (North Wind) to design a reclamation program for the estimated 16-17,000 tons of tailings situated solely on BLM land below the Sonneman Mine Portal and waste rock dump area. North Wind completed the outlined reclamation work in October 2007 by providing diversion ditches for a small side-drainage to Williams Creek, shaping and capping with both synthetic HDPE plastic and soil and fencing the area to exclude livestock access. The reclaimed area was also seeded then covered with straw mat material to minimize erosion.
As part of their due diligence in 2007, THMG conducted water sampling at the mine portals and various other locations along Williams Creek. They also contracted with Enviroscientists, Inc. of Reno, Nevada, to conduct an environmental data review and site assessment. Based on the completed state and federal site work and environmental evaluations, THMG determined that environmental liabilities associated with the Project are minimal, and therefore an acceptable risk, given the history of state and federal and environmental evaluations and remediations in and around the site. There are no current applicable federal or state environmental orders regarding the site.
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THMG also completed water quality sampling programs on a quarterly basis from 2012 through 2014, during that phase of exploration and pre-development work. Several sample stations were established along the stream from the area below the Sonneman waste rock dump and historic tailings repository. This baseline sampling has continued through and into the current exploration program through the fourth quarter of 2020. No significant variations in quality, trends or concerns were noted in the sampling.
In 2020, THMG and their independent consultant, WEC, updated the existing site-wide Storm Water Pollution Prevention Plan (SWPPP) under guidance of the EPA NPDES Stormwater Discharges from Industrial Activities-EPA's 2015 Multi-Sector General Permit (MSGP).
The Idaho DEQ manages the regulatory compliance of this program as of beginning in July of 2021.
The current site conditions related to underground water and the mine portal are as follows:
1. As mentioned above, Williams Creek has been placed in a 660 feet of 48-inch galvanized culvert through the Sonneman waste rock dump, starting above the mine workings, and continuing below the workings, in order to protect Williams Creek, and to ensure compliance with the National Pollutant Discharge Elimination System (NPDES/IPDES) Stormwater Permit.
2. There is no direct or open surface channel that routes water from underground tunnels or drifts, out of the mine and into Williams Creek. All water underground is considered meteoric and finds its way down through and below mine infrastructure. There is no way in which to determine if or how this water supplements the flow in Williams Creek.
3. The surface water sampling baseline data that has been collected for about 14 years shows no upstream or downstream influence from constituent analysis on Williams Creek.
4. Even though Williams Creek is routed through a 48-inch culvert for 660 feet to protect the water, it still crosses over and through the host rock and mineralized zones that are part of the system of mineralization.
If mining operations in the future require dewatering in the mining areas, then an IPDES Permit would be required for point source discharges from the mining operation to "waters of the United States." Likely point discharges would include treated mine drainage, treated net precipitation from the tailings storage facility, and any other discernible or discrete point source associated with mining and processing at the site. In addition, the project would be subject to performance standards for new sources for its respective industrial source category. The Project would have to demonstrate that it is applying the best available control technology to meet applicable water quality standards. The permit application must be submitted at least 180 days prior to the approved discharge.
Scoping has been conducted by management, and several independent contractors have been invited to submit proposals for air quality baseline monitoring and permitting. Permits to construct and then later to operate are expected to be required for both the mine and mill and would be submitted with information developed from further mine and mill planning to include engineering studies and equipment lists.
In November 2019, South Mountain Mines, Inc./Owyhee Gold Trust filed an application with the Owyhee County Planning and Zoning Commission requesting a second four-year time extension for previously approved conditional use permit 213-13. That permit was originally issued in 2013 to Owyhee Gold Trust LLC, granting approval to establish an industrial milling operation on approximately 360 acres of land located in an agricultural zone. The first four-year time extension was applied for and granted in 2015. The subject parcels are located in the NE¼ of Section 23, the SW¼ of the NE¼, and the SE¼ of Section 14 Township 7 South, Range 5 West, Boise Meridian, Owyhee County, Idaho. Following a duly noticed hearing on December 11, 2019, the Commission granted the time extension of four (4) years, subject to the special conditions set forth in the original approved conditional use permit.
In 2023, the Commission granted the Company a one (1) year extension with the existing CUPs, with the understanding that the Company will update and submit a new application that is more specific to the current exploration activities. SMMI keeps the County up to date and informed with annual presentations to the Owyhee County Commissioners.
In 2025, the Company initiated discussions with Owyhee County Planning and Zoning to update and submit new information for new CUPs at both the mine site and mill site. Further technical information is being gathered to submittal of the new CUP applications.
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Internal Controls Over Exploration and Mineral Resource Estimations
Exploration drilling programs in 2019, 2020, and 2021 are performed using industry-standard quality control methods for drilling, logging, sampling, and analytical procedures. The laboratory used by THGM for sample preparation and analyses is ALS USA Inc., 4977 Energy Way, Reno, NV 89502. ALS meets all requirements of International Standards ISO/IEC 17025:2017 and ISO 9001:2015. All ALS geochemical hub laboratories are accredited to ISO/IEC 17025:2017 for specific analytical procedures. Gold was analyzed using a 30g charge and fire assay methods with an atomic absorption finish. Ag, Cu, Pb Zn, as well as 29 additional elements were then analyzed were analyzed using a 0.25g sample by four acid digestion with an induced plasma couple mass spectroscopy finish. Gold results exceeding 10ppm and silver results exceeding 100ppm were reanalyzed using a 30g charge and fire assay methods with a gravimetric finish. Zinc, Copper and Pb results exceeding 10,000ppm, were reanalyzed using 0.4g sample with four-acid digestion.
The drilling competed by THMG in 2019, 2020, and 2021 included three types of QA/QC samples including blanks, standards, and duplicates into the sampling program. The combined THMG drilling program totaled 1,537 sampled intervals and 209 recorded QA/QC samples representing approximately 14% of the sampled intervals. All standards are commercially certified and have been prepared in advance by accredited labs. HRC reviewed blank, standard, and duplicates and found the results from QA/QC samples to be acceptable.
Drill core, chip trays, and pulp rejects are stored in locked, Connex-style shipping containers located at the Project site. Coarse rejects are temporarily stored in a secure rental storage unit in Elko, Nevada, and are periodically hauled to the mill site for long term storage in the gated, covered storage area. Samples are continuously monitored by SMMI personnel from the time of collection through delivery to the lab. THMG employs standard chain of custody procedures, including formal COC documentation, during all phases of sample transport.
The sampling methods meet industry standard practices and are adequate for mineral resource estimation. Sampling was conducted by appropriately qualified personnel under direct supervision of appropriately qualified geologists. Sample collection procedures used meet industry best practices. Sample preparation procedures meet industry best practices. QA/QC results produce acceptable results. Security procedures are consistent with industry standards. The databases are managed in a secure area using modern, commonly used software by trained staff. The staff are experienced in the nuances of narrow vein mining and treat the model with their experience in mind.
Drillhole logs are completed using Microsoft Excel and are only accessible by mine technical staff and timestamped at the last time of change. Geologic interpretation and solid modeling, and mineral resource estimation are accomplished using Leapfrog. Hard copies of the most critical log data are printed from the "log form" tab. Electronic copies are kept by THMG and both electronic and hard copies are in the possession of Thunder Mountain Gold. This redundancy is to ensure against any data loss.
Risks and uncertainties exist in the quantification of the spatial distribution on mineralization. These risks are inherent in the estimation of mineral resources. Samples themselves have uncertainty related to sampling collection errors and the homogeneity of the deposit. Wider spaced drilling has more uncertainty than closely spaced drilling. High grade outlier samples will tend to overestimate the metal content of the mineral deposit. These underlying factors and risks were considered in the final conclusion of the mineral resource estimate.
Additional Project Highlights
Durango Geophysics, etc.
On September 17, 2024, the Company completed remodeling its geological data and historical reports for the South Mountain Project utilizing acquired induced polarization (IP) data, airborne magnetic geophysical survey data, and copper-in-soil geochemical survey (Geochem) results. Based on this analysis, the Company staked an additional 13 unpatented mining claims, covering approximately 260 acres of Bureau of Land Management (BLM) land.
On December 13, 2023, the Company completed a land purchase of an additional 56 acres of strategic land at the Company`s South Mountain Project. The land is a combination of both patented and private land, with full mineral rights, and was previously leased by the Company in prior years. The parcel is contiguous with the South Mountain patented claims and is important to the future development of the Texas Zone. This land acquisition covers a gap in the main mine area and eliminates any outside ownership within the main mine area.
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On September 5, 2022, Crone Geophysics based in Toronto, Canada initiated a time domain pulse electromagnetic (PEM) survey over a portion of the South Mountain Mines. The objective of the survey is to delineate massive sulfide mineralization within a marble unit bounded by Paleozoic schists. Historic mining on the area was conducted on massive sulfide mineralization associated hosted by the Laxey Marble within the survey area. Bowes (1985) describes the sulfide bodies as pipe-like dipping to the southwest at 40-50° and raking 50°. The survey was completed on November 7, 2022. In addition to the PEM survey, property scale topography, geology and ground magnetics will be included to provide supporting data for the interpretation. The digital products include raw data, intermediate processed products, and final products in several data formats.
In May of 2021, the Company and its project team completed an updated Mineral Resource Estimate ("MRE"), incorporating results from Phase 1 and 2 underground diamond drilling programs at the South Mountain Project. The updated MRE includes a substantially increased resource for the Project while maintaining the high-grade nature of the mineralization.
Later in 2021, the Company embarked on a phase 3 program at South Mountain with the objective to significantly expand the scale of the current MRE at South Mountain (See Summary of the MRE above), testing and establishing the down depth extent of mineralization on the DMEA Zone. The DMEA Zone is the largest known body of mineralization on the Property, containing the majority of tonnage in the current MRE, and the mineralized zone remains open at depth.
Based on the last two phases of underground drilling, the surface core drilling, and all the historical exploration data available, the Company believes there is the potential to expand the down-plunge extensions of the mineral resource with this new phase of surface drilling at the Property.
The Company's plan of operation for the next twelve months, subject to business conditions, will be to continue to advance the South Mountain Project, including continued baseline environmental and engineering work necessary to further our Preliminary Economic Analysis or Initial Analysis.
South Mountain Project - MFD Option Agreement
On January 27, 2025, the Company announced a strategic partnership with Swiss-based MFD Investment Holdings SA ("MFD"). The letter agreement signed outlines that MFD will provide additional funding, contributing $1,000,000 in project-related expenditures as well as providing technical support for project development. This partnership adds additional financial strength in advancing South Mountain's technical and economic studies. The letter agreement is in the form of an option, whereby THMG grants an option to MFD to earn an interest in its South Mountain Project pursuant to which MFD shall have the right, but not the obligation, to complete certain requirements in return for the acquisition of a 10% interest in the Project.
Note to United States investors concerning estimates of measured, indicated and inferred resources.
Information concerning our mining properties has been prepared in accordance with the requirements of Subpart 1300 of Regulation S-K, which first became applicable to us for the fiscal year ended December 31, 2021. These requirements differ significantly from the previously applicable disclosure requirements of SEC Industry Guide 7. Among other differences, Subpart 1300 of Regulation S-K requires us to disclose our mineral resources, in addition to our mineral reserves, as of the end of our most recently completed fiscal year both in the aggregate and for each of our individually material mining properties. You are cautioned that mineral resources do not have demonstrated economic value. Mineral resources are subject to further exploration and development, are subject to additional risks, and no assurance can be given that they will eventually convert to future reserves. Inferred Resources, in particular, have a great amount of uncertainty as to their existence and their economic and legal feasibility. Investors are cautioned not to assume that any part or all of the Inferred Resource exists or is economically or legally mineable. See Item 1A, Risk Factors.
Book Value of the South Mountain Project
The book value of the property and associated plant and equipment can be found in Note 4 to our Consolidated Financial Statements ITEM 8, Part II of this Annual Report.
Comparison of the South Mountain Project Mineral Resources with Preceding Fiscal Years
Because the Company's Technical Report Summary was previously prepared in accordance with the requirements of Canadian securities laws, including Canadian National Instrument 43-101 ("NI 43-101"), we assume the Company has no prior Subpart 1300 Mineral Resources in which to make a comparison.
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Figure 2 - Trout Creek Property
Trout Creek Project, Lander County, Nevada
The Trout Creek Project is a highly prospective gold Exploration Stage Property operated by the Company and located along the western flank of the Shoshone Mountain Range in the Reese River Valley in Lander County, Nevada. The Project is located approximately 155 air miles northeast of Reno, Nevada, or approximately 20 miles south of Battle Mountain, Nevada, in Sections 10, 11, 14, 16, 21, 22, 27; T.29N.; R.44E. Mount Diablo Baseline & Meridian, Lander County, Nevada. Latitude: 40 23' 36" North, Longitude: 117 00' 58" West. The property is generally accessible year-round by traveling south from Battle Mountain Nevada on state highway 305, which is paved.
Property Ownership and Acreage
The Trout Creek Project consists of 26 (approximately 533 acres) unpatented lode mining claims owned by Thunder Mountain Resources, Inc. ("TMRI"), our wholly-owned subsidiary. The Company must pay annual maintenance payments to the Bureau of Land Management ("BLM") to maintain its rights to the property. BLM annual maintenance fees increased to $200.00 per claim, which became effective for the 2024 assessment year.
Geology & Mineralization
The Trout Creek Project target is anchored by a regional gravity anomaly on a well-defined northwest-southeast trending structural components, causing a break in the alluvial fill thickness and underlying bedrock. Previous geophysical work in the 1980s revealed an airborne magnetic anomaly associated with the same structure, and this was further verified and outlined in 2008 by Company personnel, with consultation from Jim Wright - Wright Geophysics using a ground magnetometer. The target is covered by alluvial fan deposits of generally unknown thickness, shed from the adjacent Shoshone Range, a fault block mountain range composed of Paleozoic sediments of both upper and lower plate rocks of the Roberts Mountains thrust.
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Wright Geophysics also conducted a ground gravity survey and CSMAT over the pediment target area and this provided insight into the gravel-bedrock contact as well as defining the favorable structural setting within the buried bedrock. An untested drill target was identified under the gravel pediment along these structures, and the geophysics showed that the bedrock was within 500 feet of the surface, which is reasonable depth for exploration drilling and potential mining if a significant mineralization is encountered.
Present Condition, Work Completed and Exploration Plans
Other than the geophysical data described above, the Company has not performed any significant work at the Trout Creek Project since 2011. However, the Company may conduct further exploration on the Trout Creek Property in 2026. The Company continues to concentrate on advancing the South Mountain Project. There are no significant workings on the property, and the property is without known resources or reserves.
Permits and Facilities
There are no permits associated with this property, and there are no processing plants or other available facilities located on the property. There are currently no environmental permits required for exploration work on the property. In the future, a plan of operations may be required by the Bureau of Land Management to conduct exploration and sampling at the property.
Competition
We are an Exploration Stage Issuer. We compete with other mineral resource exploration and development companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration and development companies with whom we compete have greater financial and technical resources than us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.
ITEM 3. LEGAL PROCEEDINGS.
None
ITEM 4. MINE SAFETY DISCLOSURES
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities.
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 of this Annual Report.
During the years ended December 31, 2025 and 2024, the Company did not have any operating mines and therefore had no such specified health and safety violations, orders or citations, related assessments or legal actions, mining-related fatalities, or similar events in relation to the Company's United States operations requiring disclosure pursuant to Section 1503(a) of the Dodd-Frank Act.
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PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information:
Our common stock is traded on the over-the-counter bulletin board (OTCQB) market regulated by the Financial Industry Regulatory Authority (FINRA) under the symbol "THMG" The OTCQB quotations do not reflect inter-dealer prices, retail mark-ups, commissions or actual transactions.
On September 24, 2010, the Company's common stock also began trading on the Toronto Stock Exchange Venture Exchange ("TSX-V") in Canada and is quoted under the trading symbol "THM".
Holders:
As of December 31, 2025, there were approximately 1,087 shareholders of record of the Company's common stock with an unknown number of additional shareholders who hold shares through brokerage firms.
Transfer Agent:
Our independent stock transfer agent in the United States is Computershare Shareholder Services, located at 8742 Lucent Blvd., Suite 225, Highlands Ranch, CO 80129. In Canada, our Agent is Computershare, TORU - Toronto, University Ave, 100 University Ave, 8th Floor, Toronto, ON M5J 2Y1, CANADA.
Dividends:
No dividends were paid by the Registrant in 2025 or 2024, and the Company has no plans to pay a dividend in the foreseeable future. Dividends undertaken by the Company are solely at the discretion of the Board of Directors.
Recent Sales of Unregistered Securities:
On November 28, 2024, the Board of Directors authorized a private placement financing of up to $700,000 through the sale of equity units at a price of $0.05 per unit. Each unit consists of one share of the Company's common stock and one common stock purchase warrant. Each whole warrant entitles the holder to purchase one additional share of the Company's common stock at an exercise price of $0.10 per share for a period of 36 months from the date of issuance.
On December 16, 2024, the Company closed the private placement, issuing 9,800,000 shares of common stock and an equal number of common stock purchase warrants, generating gross proceeds of approximately $470,000 (CAD$658,000). Of this amount, US$20,000 (CAD$28,000) represented non-cash consideration for vendor services rendered. The purchasers were accredited investors, and the Company sold the securities under the exemption provided by 4(a)(2) and the safe harbor provided by Rule 506(b) of Regulation D, without registration under the Securities Act of 1933, as amended.
On November 14, 2024, in connection with the private placement approved by the Board on November 28, 2024, the Company received a subscription agreement from an investor for the purchase of 2,600,000 shares of common stock and an equivalent number of common stock purchase warrants for total consideration of US$130,000 (CAD$182,000). The funds were received from the subscription agreement in February of 2025.
On April 15, 2025, the Company Board approved a private placement financing of 10,000,000 units at a price of $0.12 per unit for total proceeds to the company of $1,200,000. Each unit includes one share of common stock and one-half warrant to purchase one share of common stock, exercisable for 2 years from the close of the offering at an exercise price of $0.18 per share. On May 25, 2025, the Company closed the private placement of 10,000,000 units for aggregate proceeds of $1,200,000. No placement agent fees were paid during the offering.
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On October 1, 2025, the Company Board approved a private placement financing of 10,000,000 units at a price of $0.25 per unit for total proceeds to the Company of $2,500,000. Each unit includes one share of common stock and one-half warrant to purchase one share of common stock, exercisable for 2 years from the close of the offering at an exercise price of $0.40. On October 24, 2025, the Company completed a non-brokered private placement financing pursuant to the Board's approval on October 1, 2025.
On October 22, 2025, in connection with the private placement approved by the Board on October 1, 2025, the Company received a subscription agreement from an investor for the purchase of 200,000 shares of common stock and one-half warrant to purchase one share of common stock, for total consideration of US$50,000. As of December 31, 2025, the investor had not received the stock certificates, and the corresponding funds remained held in escrow. Accordingly, the Company recorded the subscription as Subscriptions Receivable, presented as an asset on the balance sheet, with a corresponding increase in Common Stock and Additional Paid-in Capital under stockholders' equity. The funds from escrow will be released upon the transfer agent's issuance of the shares.
The proceeds from the sales of the unregistered securities will be used for exploration and land acquisition at South Mountain, and general corporate purposes.
ITEM 6 - SELECTED FINANCIAL DATA
Not required for smaller reporting companies.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management's Discussion and Analysis of Financial Condition and Results of Operation ("MD&A") is intended to help the reader understand our financial condition. MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying integral notes ("Notes") thereto. The following statements may be forward-looking in nature and actual results may differ materially.
Plan of Operations:
The Company, including its subsidiaries, owns mining rights, mining claims, and properties in the mining areas of Nevada and Idaho, which includes its South Mountain Property in Idaho, and its Trout Creek Property in Nevada.
The Company owns 100% of the outstanding stock of Thunder Mountain Resources, Inc., a Nevada Corporation. Thunder Mountain Resources, Inc. owns 100% of the outstanding stock of South Mountain Mines, Inc. (SMMI), an Idaho Corporation. Thunder Mountain Resources, Inc. completed the direct purchase of 100% ownership of South Mountain Mines, Inc. on September 27, 2007, which consisted of 17 patented mining claims (approximately 327 acres) located in Owyhee County in southwestern Idaho. After the purchase, Thunder Mountain Resources staked 34 unpatented mining lode claims covering approximately 550 acres, and approximately 489 acres of leased private land. In addition, the project owns 360 acres of private land for its mill site that is not contiguous with the mining claims.
The Company's plan of operation for the next twelve months, subject to business conditions, will be to continue to advance the South Mountain Project, including continued baseline environmental and engineering work necessary to complete a Preliminary Economic Analysis or Initial Analysis. The Company plans to continue to explore options to advance the South Mountain Project and acquire additional properties through partnerships, joint ventures, option agreements, and strategic relationships.
Results of Operations:
For the year ended December 31, 2025, the Company reported a net loss of $2,829,759 ($0.03 per share), compared to a net loss of $631,111 ($0.01 per share) in 2024. The increase in net loss for the year ended December 31, 2025, was primarily attributable to higher operating expenses, including increased exploration activity, professional fees, and stock-based compensation associated with financing and corporate development efforts during the year.
As an exploration-stage company, Thunder Mountain Gold, Inc. does not generate revenue from operations. The Company is focused on mineral exploration and development activities and does not have producing mines or commercial production at this time. Accordingly, certain disclosure requirements related to changes in sales, revenue, and cost of goods sold do not apply.
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Fourth Quarter comparisons
Operating expenses for the fourth quarter ended December 31, 2025, totaled $903,862 representing an increase of $710,941, or approximately 369%, compared to $192,921 for the same period in 2024. The increase in fourth-quarter operating expenses was primarily driven by higher exploration and management and administrative costs incurred during the period.
Exploration expenses for the fourth quarter ended December 31, 2025, were $274,888, an increase of $209,408 compared to $65,480 for the corresponding period in 2024. The rise was driven by strategic exploration initiatives undertaken to advance the Company's mineral interests.
Legal and accounting expenses for the fourth quarter ended December 31, 2025, totaled $103,484, compared to $41,027 for the same period in 2024, representing an increase of $62,457. The increase primarily reflects professional service fees incurred in connection with outsourced financial consulting services, as well as legal fees related to water rights and claim fees being negotiated on behalf of SMMI.
Management and administrative expenses for the three months ended December 31, 2025, increased to $525,490, compared to $86,414 for the same period in 2024, an increase of $439,076. This increase was largely due to non-cash stock-based compensation expenses related to option grants issued to a consultant for services previously rendered and accrued Board compensation.
Year-end comparisons December 31, 2025 vs 2024
Operating expenses for the year ended December 31, 2025, totaled $2,826,781 representing an increase of $2,241,168 or approximately 383%, compared to operating expenses of $585,613 for the year ended December 31, 2024. The increase in operating expenses was primarily attributable to elevated exploration activity, increased professional fees, and stock-based compensation recognized during 2025.
Exploration expenses for the year ended December 31, 2025 were $911,511, an increase of $763,507 compared to $148,004 for the corresponding period in 2024. The rise was driven by strategic exploration initiatives undertaken to advance the Company's mineral interests.
Legal and accounting expenses increased to $262,203 for the year ended December 31, 2025, compared to $112,623 in 2024, representing an increase of $149,580, or approximately 133%. The increase was primarily driven by costs associated with regulatory filings, and professional services required to support the Company's public reporting and corporate activities.
Management and administrative expenses increased to $1,653,067 for the year ended December 31, 2025, compared to $324,986 in 2024, an increase of $1,328,081, or approximately 409%. This increase was largely due to non-cash stock-based compensation expenses related to option grants issued to consultants, executive officers and members of the Board of Directors.
Liquidity and Capital Resources:
The consolidated financial statements accompanying this report have been prepared assuming the Company will continue as a going concern. Such an assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the consolidated financial statements for the year ended December 31, 2025, we have cash reserves sufficient to cover normal operating expenditures for the following 12 months.
Long-term strategies involve financing through stock or debt sales and eventual profitability from mining operations. Capital raising efforts are challenging given the current capital market conditions and the broader economic climate in the United States. Company management is actively seeking additional funds through various means, including public offerings, private placements, mergers, option agreements, and external debt, to ensure the Company's viability.
On November 28, 2024, the Board of Directors authorized a private placement financing of up to $700,000, offering equity units at $0.05 per unit. Each unit consisted of one share of common stock and one common stock purchase warrant, with each warrant exercisable for one additional share at $0.10 per share for 36 months from issuance.
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On December 16, 2024, the Company closed the private placement, issuing 12,400,000 shares of common stock and an equal number of common stock purchase warrants, generating gross proceeds of approximately $620,000, including $20,000 in non-cash consideration for vendor services.
On April 15, 2025, the Company Board approved a private placement financing of 10,000,000 units at a price of $0.12 per unit for total proceeds to the company of $1,200,000. Each unit includes one share of common stock and one-half warrant to purchase one share of common stock, exercisable for 2 years from the close of the offering at an exercise price of $0.18 per share. On May 25, 2025, the Company closed the private placement of 10,000,000 units for aggregate proceeds of $1,200,000. No placement agent fees were paid during the offering.
On October 1, 2025, the Company Board approved a private placement financing of 10,000,000 units at a price of $0.25 per unit for total proceeds to the Company of $2,500,000. Each unit includes one share of common stock and one-half warrant to purchase one share of common stock, exercisable for 2 years from the close of the offering at an exercise price of $0.40. On October 24, 2025, the Company completed a non-brokered private placement financing pursuant to the Board's approval on October 1, 2025.
Our plans for the long-term viability include financing our future operations through sales of our common stock and/or debt and the eventual profitable exploitation of our mining properties. There can be no assurance that such activities will be successful.
At December 31, 2025, we had current assets of $2,698,225. Our future liquidity and capital requirements will depend on many factors, including timing, cost and progress of our exploration efforts, our evaluation of, and decisions with respect to, our strategic alternatives, and costs associated with the regulatory approvals. Our short-term liquidity needs and capital requirements consist primarily of exploration expenses, lease payments, salaries and administrative expenses and required principal and interest payments under the seller-financed promissory note issued in December 2025; our longer-term liquidity needs include construction and equipment costs if we are able to successfully progress our project to operations. If we do not have enough cash to complete our exploration programs, we intend to seek to raise additional funds from public offerings, sale of liquid stock or loans or to adjust our business plans accordingly.
- On March 19, 2026, the Company had a cash and cash equivalent balance of $2,041,803 in our bank accounts, which does not include consideration for option payments mentioned below.
- Management's goal is to manage expenses to not exceed the on-hand cash resources of the Company.
- The Company will also consider other sources of funding, including potential mergers or lease option to purchase, the sale of all or part of the Company`s assets, and/or additional farm-out of its other exploration property.
For the year ended December 31, 2025, the Company discloses net cash used by operating activities of $1,609,019, compared to net cash used by operating activities of $539,287 in 2024. The increase in cash used by operating activities during 2025 was primarily attributable to higher operating expenditures associated with expanded exploration activity, and professional fees. During the year ended December 31, 2025, net cash used in investing activities was $55,136, which primarily reflects cash expenditures associated with the acquisition of private land completed on December 9, 2025. The total purchase price of the land was approximately $260,136; however, approximately $205,000 of the purchase price was financed through the issuance of a seller-financed promissory note. Accordingly, the majority of the land acquisition was a non-cash investing and financing transaction. This compares to net cash provided by investing activities of $384,981 in 2024, which was generated from the sale of BeMetals common stock. For the year ended December 31, 2025, the Company reported net cash provided by financing activities of $3,775,000, primarily reflecting proceeds from private placement financings resulting in the issuance of common stock and warrants totaling $3,650,000, as well as $130,000 received from the collection of a common stock subscription receivable. These cash inflows were partially offset by $5,000 in distributions made to a noncontrolling interest holder (see Note 3).
The Company realized a net cash increase of $2,110,845 for the year ended December 31, 2025, compared to a net cash increase of $310,694 for the corresponding period in 2024.
Contractual Obligations
Ascent CFO Solutions, LLC:
On April 10, 2025, the Company entered into a services agreement with Ascent CFO Solutions, LLC to provide outsourced financial consulting services.
The Company holds leases pertaining to land parcels adjacent to its South Mountain patented and unpatented mining claims. The details of these leases are as follows:
31
Former Acree Lease:
On June 20, 2008, the Company entered into a lease agreement with Ronald Acree for a six-year term covering 113 acres at a lease rate of $20 per acre. The lease agreement included options to extend at increasing rental rates. Effective June 2025, upon entering the 17th year of the lease term, the lease was extended an additional 10 years. On December 9, 2025, the Company completed the acquisition of the 113-acre property previously subject to the Acree Lease pursuant to a purchase and sale agreement (see Note 4 & Note 6). As a result of the acquisition, the lease agreement was terminated, and no further lease payments are required.
Lowry Lease:
On October 24, 2008, the Company executed a lease agreement with William and Nita Lowry for a duration of 6 years, encompassing 376 acres at a rate of $20 per acre. The lease incorporated an option to extend for an additional 10 years at a revised rate of $30 per acre. Following the passing of the original lessors, the lease was inherited by Michael Lowry, their son. Commencing October 24, 2025, the Company executed an extension to the lease agreement with Michael Lowry for an additional 21 years, through October 24, 2046. Under the amended lease agreement, the annual rental payments for the first seven years increased to $40 per acre. The rental rate increases to $50 per acre for the second seven-year period and increases to $60 per acre for the final seven-year period.
Looten Lease:
On June 2, 2025, the Company executed a lease agreement with Kevin and Jo Looten for an initial term of 7 years, encompassing 18 acres at a rate of $30 per acre. The lease incorporates an option to extend for an additional 10 years at a revised rate of $40 per acre.
Lequerica & Sons Lease:
On August 22, 2025, the Company executed a lease agreement with Lequerica & Sons, Inc. for an initial term of 7 years, encompassing 432 acres at a rate of $30 per acre. The lease incorporates an option to extend for an additional 7 years at a revised rate of $40 per acre. The lease agreement also contains a right of first refusal in favor of the Company with respect to the underlying property, exercisable upon a proposed sale by the lessor.
OGT, LLC
SMMI is the sole manager of the South Mountain Project in its entirety through a separate Mining Lease with Option to Purchase ("Lease Option") with the Company's majority-owned subsidiary OGT. SMMI has an option to purchase the South Mountain mineral interest for a capped $5 million less net returns royalties paid through the date of exercise. The Lease Option expires in November 2026. Under the Lease Option, SMMI paid annual $5,000 net returns royalty payments to OGT through November 2025. The final $5,000 payment was made in November 2025, and no further payments are due under this arrangement.
The leases and net royalties' payment are summarized in the following table.
| Contractual obligations | Payments due by period | ||||||||||||||
| Total* | Less than 1 year |
2-3 years | 4-5 years |
More than 5 years |
|||||||||||
| Lowry Lease (yearly, October)(1) | $ | 315,840 | $ | 15,040 | $ | 30,080 | $ | 30,080 | $ | 240,640 | |||||
| Kevin and Jo Looten Trust | $ | 3,780 | $ | 540 | $ | 1,080 | $ | 1,080 | $ | 1,080 | |||||
| Lequerica & Sons Lease | $ | 90,720 | $ | 12,960 | $ | 25,920 | $ | 25,920 | $ | 25,920 | |||||
| Total | $ | 410,340 | $ | 28,540 | $ | 57,080 | $ | 57,080 | $ | 267,640 | |||||
(1) The amounts presented above reflect the current annual rental rates in effect as of December 31, 2025, and do not reflect scheduled future rental rate increases under the respective lease agreements.
Critical Accounting Estimates
We have identified our critical accounting policies, the application of which may materially affect the financial statements, either because of the significance of the financials statement item to which they relate, or because they require management's judgment in making estimates and assumptions in measuring, at a specific point in time, events which will be settled in the future. The critical accounting policies, judgments and estimates which management believes have the most significant effect on the financial statements are set forth below:
32
a) Estimates. Our management routinely makes judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increase, these judgments become even more subjective and complex. Although we believe that our estimates and assumptions are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results of operation and/or financial condition.
b) Stock-based Compensation. The Company records stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation" using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
c) Income Taxes. We have current income tax assets recorded in our financial statements that are based on our estimates relating to federal and state income tax benefits. Our judgments regarding federal and state income tax rates, items that may or may not be deductible for income tax purposes and income tax regulations themselves are critical to the Company's financial statement income tax items.
d) Valuation. The critical accounting policies governing the valuation process outline the methodologies, assumptions, and criteria used to determine the fair value of land and mining rights. These policies ensure consistency, accuracy, and compliance with accounting standards such as ASC 360 for land and ASC 930 for mining rights.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for smaller reporting companies.
33
ITEM 8 - CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
34
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the board of directors of Thunder Mountain Gold, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Thunder Mountain Gold, Inc. (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in stockholders' equity and cash flows for each of the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
We have served as the Company's independent auditor since 2005.
/s/
Firm ID:
March 31, 2026
35
Tunder Mountain Gold, Inc.
Consolidated Balance Sheets
| December 31, | ||||||
| 2025 | 2024 | |||||
| ASSETS | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | $ | ||||
| Subscription receivable | ||||||
| Prepaid expenses and other assets | ||||||
| Total current assets | ||||||
| Property and equipment, net (Note 4) | ||||||
| Right to use asset (Note 10) | ||||||
| Total assets | $ | $ | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
| Current liabilities: | ||||||
| Accounts payable and other accrued liabilities | $ | $ | ||||
| Accrued legal fees | ||||||
| Operating lease liability - (Note 10) | ||||||
| Note payable - current (Note 6) | ||||||
| Deferred compensation (Note 5) | ||||||
| Total current liabilities | ||||||
| Note payable - long term (Note 6) | ||||||
| Accrued reclamation costs | ||||||
| Total liabilities | ||||||
| Commitments and Contingencies (Notes 2 and 3) | ||||||
| Stockholders' equity: | ||||||
| Preferred stock; $ |
||||||
| Common stock; $ |
||||||
| Additional paid-in capital | ||||||
| Less: |
( |
) | ( |
) | ||
| Accumulated deficit | ( |
) | ( |
) | ||
| Total Thunder Mountain Gold, Inc stockholders' equity | ( |
) | ||||
| Noncontrolling interest in Owyhee Gold Trust (Note 3) | ||||||
| Total stockholders' equity | ( |
) | ||||
| Total liabilities and stockholders' equity | $ | $ | ||||
The accompanying notes are an integral part of these consolidated financial statements.
36
Thunder Mountain Gold, Inc.
Consolidated Statements of Operations
| Years Ended December 31, | ||||||
| 2025 | 2024 | |||||
| Operating expenses: | ||||||
| Exploration | $ | $ | ||||
| Legal and accounting | ||||||
| Management and administrative | ||||||
| Total operating expenses | ||||||
| Net operating loss | ( |
) | ( |
) | ||
| Other income (expense): | ||||||
| Realized loss on sale of investment | ( |
) | ||||
| Other | ||||||
| Reclamation expense | ( |
) | ||||
| Total other income (expense) | ( |
) | ||||
| Net loss | ( |
) | ( |
) | ||
| Net income - noncontrolling interest in Owyhee Gold Trust | ||||||
| Net loss - Thunder Mountain Gold, Inc. | $ | ( |
) | $ | ( |
) |
| Net loss per common share-basic and diluted | $ | ( |
) | $ | ( |
) |
| Weighted average common shares outstanding basic and diluted | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
37
Thunder Mountain Gold, Inc.
Consolidated Statements of Cash Flows
| Years Ended December 31, | ||||||
| 2025 | 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | ( |
) | $ | ( |
) |
| Adjustments to reconcile net loss to net cash used by operating activities: | ||||||
| Stock based compensation | ||||||
| Noncash lease expense | ( |
) | ( |
|||
| Realized loss on sale of investment | ||||||
| Accrued reclamation costs | ||||||
| Change in: | ||||||
| Prepaid expenses and other assets | ( |
) | ( |
) | ||
| Accounts payable and other accrued liabilities | ||||||
| Net cash used by operating activities | ( |
) | ( |
) | ||
| Cash flows from investing activities: | ||||||
| Proceeds from sale of investment | ||||||
| Land purchase | ( |
) | ||||
| Net cash provided by (used in) investing activities | ( |
) | ||||
| Cash flows from financing activities: | ||||||
| Proceeds from issuances of stock and warrants | ||||||
| Proceeds received on subscription receivable | ||||||
| Noncontrolling interest net returns royalty | ( |
) | ( |
|||
| Net cash provided by financing activities | ||||||
| Net increase in cash and cash equivalents | ||||||
| Cash and cash equivalents, beginning of year | ||||||
| Cash and cash equivalents, end of year | $ | $ | ||||
| Noncash financing and investing activities: | ||||||
| Common stock issued in consideration for vendor services received (Note 7) | $ | $ | ||||
| Common stock subscription receivable (Note 7) | $ | $ | ||||
| Issuance of note payable in connection with land acquisition (Note 6) | $ | $ | ||||
The accompanying notes are an integral part of these consolidated financial statements.
38
Thunder Mountain Gold, Inc.
Consolidated Statements of Changes in Stockholders' Equity
For the years ended December 31, 2025 and 2024
| Common Stock | Additional Paid-In Capital |
Treasury Stock |
Accumulated Deficit |
Noncontrolling Interest in OGT |
Total | ||||||||||||||||
| Shares | Amount | ||||||||||||||||||||
| Balances at December 31, 2023 | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | |||||||||
| Stock and warrants issued for private placement | - | - | - | ||||||||||||||||||
| Stock issued for services | - | - | - | ||||||||||||||||||
| Common stock subscription receivable | - | - | - | ||||||||||||||||||
| Noncontrolling interest net returns royalty | - | - | - | - | - | ( |
) | ( |
) | ||||||||||||
| Net income/(loss) | - | - | - | - | ( |
) | ( |
) | |||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | |||||||||
| Stock and warrants issued for private placement | - | - | - | ||||||||||||||||||
| Stock based compensation | - | - | - | - | - | ||||||||||||||||
| Common stock subscription receivable | - | - | - | ||||||||||||||||||
| Noncontrolling interest net returns royalty | - | - | - | - | - | ( |
) | ( |
) | ||||||||||||
| Net income/(loss) | - | - | - | - | ( |
) | ( |
) | |||||||||||||
| Balances at December 31, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
39
1. Summary of Significant Accounting Policies and Business Operations
Business Operations
Thunder Mountain Gold, Inc. ("Thunder Mountain", "THMG", or "the Company") was originally incorporated under the laws of the State of Idaho on November 9, 1935, under the name of Montgomery Mines, Inc. In April 1978, the Montgomery Mines Corporation was obtained by a group of the Thunder Mountain property holders and changed its name to Thunder Mountain Gold, Inc., with the primary goal to further develop their holdings in the Thunder Mountain Mining District, located in Valley County, Idaho. Thunder Mountain Gold, Inc. takes its name from the Thunder Mountain Mining District, where its principal lode mining claims were located. For several years, the Company's activities were restricted to maintaining its property position and exploration activities. During 2005, the Company sold its holdings in the Thunder Mountain Mining District. During 2007, the Company acquired the South Mountain Mines property in southwest Idaho and initiated exploration activities on that property, which continue today.
Basis of Presentation and Going Concern
The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company has historically incurred losses, however, the Company has cash reserves sufficient to cover normal operating expenses for the following 12 months. If necessary, the Company continues to have the ability to raise additional capital in order to fund its future exploration and working capital requirements.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company; its wholly owned subsidiaries, Thunder Mountain Resources, Inc. ("TMRI") and South Mountain Mines, Inc. ("SMMI"); and a company in which the Company owns
Accounting Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions include the carrying value of properties and mineral interests, environmental remediation liabilities, deferred tax assets, and stock-based compensation. Management's estimates and assumptions are based on historical experience and other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates.
Income Taxes
The Company recognizes deferred income tax liabilities or assets at the end of each period using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized.
Cash and Cash Equivalents
For the purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less when purchased to be a cash equivalent.
Fair Value Measurements
When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. The Company has no financial liabilities that are adjusted to fair value on a recurring basis.
40
Financial Instruments
The Company's financial instruments include cash and cash equivalents.
Property and Equipment
Property and equipment are carried at cost. Major betterments are capitalized and de minimis purchases are expensed. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful life of property and equipment for purposes of computing depreciation is three to seven years. When the Company sells or otherwise disposes of property and equipment, a gain or loss is recorded in the statement of operations. The cost of improvements that extend the life of property and equipment is capitalized. The Company periodically reviews its long-lived assets for impairment and, upon the indication that the carrying value of such assets may not be recoverable, recognizes an impairment loss by a charge against current operations.
Mineral Interests
The Company capitalizes costs for acquiring mineral interests, and expenses costs to maintain mineral rights and leases as incurred. Exploration costs are expensed in the period in which they are incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method based on periodic estimates of ore reserves. Mineral interests are periodically assessed for impairment of value and any subsequent losses are charged to operations at the time of impairment.
If a mineral interest is abandoned or sold, its capitalized costs are charged to operations. Consideration received by the Company pursuant to joint ventures or purchase option agreements is applied against the carrying value of the related mineral interest. When and if payments received exceed the carrying value, the excess amount is recognized as a gain in the consolidated statement of operations in the period the consideration is received.
Leases
Arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company's incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred.
Investments in Joint Ventures
For companies and joint ventures (JVs) where the Company holds more than 50% of the voting interests, but less than 100%, and has significant influence, the company or joint venture is consolidated, and other investor interests are presented as noncontrolling. In determining whether significant influence exists, the Company considers its participation in policy-making decisions and its representation on the venture's management committee.
For JVs in which the Company does not have joint control or significant influence, the cost method is used. For those JVs in which there is joint control between the parties, the equity method is utilized whereby the Company's share of the ventures' earnings and losses is included in the statement of operations as earnings in JVs and its investments therein are adjusted by a similar amount. The Company periodically assesses its investments in JVs for impairment. If management determines that a decline in fair value is other than temporary it will write-down the investment and charge the impairment against operations.
41
Reclamation and Remediation
The Company's operations have been, and are subject to, standards for mine reclamation that have been established by various governmental agencies. The Company would record the fair value of an asset retirement obligation as a liability in the period in which the Company incurred a legal obligation for the retirement of tangible long-lived assets. A corresponding asset would also be recorded and depreciated over the life of the asset.
For non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred, and they are reasonably estimable. Such costs are based on management's estimate of amounts expected to be incurred when the remediation work is performed. The Company had accrued $
Share-Based Compensation
Share-based payments to employees and directors, including grants of employee stock options, are measured at fair value and expensed in the consolidated statements of operations over the vesting period. The Company has elected to account for forfeitures of share-based payment awards as they occur. Accordingly, any previously recognized compensation expense related to non-employee share-based payment awards that are subsequently forfeited will be reversed in the period in which the forfeiture occurs.
Segment Policy
The Chief Executive Officer of Thunder Mountain Gold Inc. serves as the Company's Chief Operating Decision Maker ("CODM"). The Company operates as a single business segment, focused primarily on the exploration and development of the South Mountain Project.
As a single-segment entity, the Company complies with ASC 280-10-50-20, reporting segment profit or loss, significant expenses, and other segment items. Given our status as a mineral exploration company with no revenue, financial activities were minimal, primarily consisting of essential corporate expenditure and limited exploration.
Investments in Equity Securities
Investments in equity securities are generally measured at fair value. Unrealized gains and losses for equity securities resulting from changes in fair value are recognized in current earnings. If an equity security does not have a readily determinable fair value, we may elect to measure the security at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer. At the end of each reporting period, we reassess whether an equity investment security without a readily determinable fair value qualifies to be measured at cost, less impairment, consider whether impairment indicators exist to evaluate if an equity investment security is impaired and, if so, record an impairment loss. At the end of each reporting period, unrealized gains and losses resulting from changes in fair value are recognized in current earnings. Upon sale of an equity security, the realized gain or loss is recognized in current earnings.
Recent Accounting Pronouncements
Accounting Standards Updates
In November 2024, the Financial Accounting Standards Board ("FASB") issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The standard requires public business entities to disclose additional information about certain expense categories included in income statement captions, including purchases of inventory, employee compensation, depreciation, depletion, and amortization. The amendments also require qualitative disclosures regarding other significant expense components included within the same income statement captions. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The company is currently evaluating the impact of the standard on its consolidated financial statement disclosures.
Adopted accounting pronouncements
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires companies to report on an annual basis, specific categories in the rate reconciliation and additional information on reconciling items greater than 5% of the taxable income or loss. The update also requires disclosure of income taxes paid to Federal, state and foreign jurisdictions along with other municipal and local jurisdictions representing 5% or more of total income taxes paid. This update is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted this guidance effective January 1, 2025. The adoption did not have a material impact on the Company's consolidated financial statements; however, it resulted in expanded income tax disclosures (see Note 9).
42
Net Income (Loss) Per Share
The Company is required to have dual presentation of basic earnings per share ("EPS") and diluted EPS. The Company calculates basic earnings (loss) per share by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share reflect potentially dilutive common stock equivalents, including options and warrants that could share in our earnings through the conversion to common shares, except where their inclusion would be anti-dilutive. For the years ended December 31, 2025 and 2024 outstanding common stock options and warrants of
2. Mineral Interest Commitments
The Company holds leases pertaining to land parcels adjacent to its South Mountain patented and unpatented mining claims. The details of these leases are as follows:
Former Acree Lease:
On June 20, 2008, the Company entered into a lease agreement with Ronald Acree covering
Lowry Lease:
On October 24, 2008, the Company executed a lease agreement with William and Nita Lowry for a duration of
Looten Lease:
On June 2, 2025, the Company executed a lease agreement with Kevin and Jo Looten for an initial term of
Lequerica Lease:
On August 22, 2025, the Company executed a lease agreement with Lequerica & Sons, Inc. covering
The leases have no work requirements. It is the current intention of the Company to engage in negotiations for new leases with the current landowners upon the expiration of the existing lease agreements. The negotiations may involve modifications to terms, rates, or other conditions as mutually agreed upon by the parties involved.
The Company has
The Company incurred an increase in claims fees in the South Mountain area as compared to the prior quarter as a result of adding approximately over 200 BLM lode claims to their land position.
43
The claim fees are paid on these unpatented claims annually as follows:
| Target Area | 2025 | ||
| Trout Creek -State of Nevada | $ | ||
| Trout Creek -Lander County, Nevada | |||
| South Mountain-BLM | |||
| Total | $ |
3. South Mountain Project
SMMI Joint Venture - OGT, LLC
The Company's wholly owned subsidiary SMMI is the sole manager of the South Mountain Project in its entirety through a separate Mining Lease with Option to Purchase ("Lease Option") with the Company's majority-owned subsidiary OGT. SMMI has an option to purchase the South Mountain mineral interest for a capped $
Under the OGT operating agreement, SMMI and ISGC II have
| Years Ended December 31, |
||||||
| 2025 | 2024 | |||||
| Balance at beginning of year | $ | $ | ||||
| Noncontrolling interest in net returns royalty | ( |
) | ( |
) | ||
| Net income attributable to noncontrolling interest | ||||||
| Balance at end of year | $ | $ | ||||
MFD Investment Holdings
On January 27, 2025, the Company announced a strategic partnership with Swiss-based MFD Investment Holdings SA ("MFD"). The letter agreement signed outlines that MFD will provide additional funding, contributing $
4. Property and Equipment
On December 9, 2025, the Company completed the acquisition of private land for a total cost of approximately $
44
The Company's property and equipment are as follows:
| December 31, | ||||||
| 2025 | 2024 | |||||
| Vehicles | $ | $ | ||||
| Construction Equipment | ||||||
| Mining Equipment | ||||||
| Accumulated Depreciation | ( |
) | ( |
) | ||
| Land | ||||||
| Total Property and Equipment | $ | $ | ||||
5. Related Party Transactions
Board of Directors Compensation
For the year ended December 31, 2024, the Board of Directors suspended its compensation in an effort to conserve financial resources. For the year ending December 31, 2025, the Board of Directors received $
Deferred Compensation
As of December 31, 2025, and December 31, 2024, the balances of the total deferred compensation for the officers, are as follows, Eric Jones, President and Chief Executive Officer: $
Private Placement Transactions with Related Parties
During the year ended December 31, 2025, certain greater-than-five percent shareholders participated in the Company's private placement offerings. Olivier Tielens, Henriicus Thijssen, and MFD Investment Holdings SA each purchased units consisting of shares of common stock and warrants under the same terms and conditions offered to other investors in the respective private placements. The Company received cash proceeds consistent with the subscription agreements executed by such related parties.
Consultant Stock Option Grant
On October 1, 2025, the Company granted
6. Note Payable
In connection with the acquisition of land to support the Company's mineral exploration activities (see note 4 - Property and Equipment), the Company entered into a seller-financed promissory note during the year ended December 31, 2025. On December 9, 2025, the Company issued a promissory note with an initial principal balance of $
45
Future principal maturities of the note payable as of December 31, 2025 are as follows:
| Year | Principal Payments |
| 2026 | $ |
| 2027 | $ |
| 2028 | $ |
| 2029 | $ |
| 2030 | $ |
| Total | $ |
7. Stockholders' Equity
The Company's common stock has a par value of $
Additional information regarding warrant activity is presented below.
| Warrants | Weighted Average Exercise Price |
|||||
| Outstanding at December 31, 2024 | $ | |||||
| Issued | ||||||
| Exercised | ||||||
| Expired | ||||||
| Outstanding at December 31, 2025 | $ |
On November 28, 2024, the Board of Directors authorized a private placement financing of up to $
On April 15, 2025, the Company Board approved a private placement financing of
On October 1, 2025, the Company Board approved a private placement financing of
On October 22, 2025, in connection with the private placement approved by the Board on October 1, 2025, the Company received a subscription agreement from an investor for
8. Stock Options
The Company has a Stock Incentive Plan (the "SIP"), that authorizes the granting of stock options up to 10 percent of the total number of issued and outstanding shares of common stock, that provides for the grant of stock options, incentive stock options, stock appreciation rights, restricted stock awards, and incentive awards to eligible individuals including directors, executive officers and advisors that have furnished bona fide services to the Company not related to the sale of securities in a capital-raising transaction. On December 10, 2024, the Company's shareholders, at their Annual Meeting, ratified and reapproved the Stock Option Plan.
46
There were
On February 7, 2025, the Company issued
On June 18, 2025, the Company granted
On October 1, 2025, the Company issued
The fair value of each option award was estimated on the date of the grant using the assumptions noted in the following table:
| October 1, 2025 | June 18, 2025 | February 7, 2025 | |||||||
| Stock price | $ | $ | $ | ||||||
| Exercise price | $ | $ | $ | ||||||
| Expected volatility | |||||||||
| Expected dividends | |||||||||
| Expected terms (in years) | |||||||||
| Risk-free rate |
During the year ended December 31, 2025, a total of
The following is a summary of the Company's options issued and outstanding under the SIP:
| Shares | Weighted Average Exercise Price |
|||||
| Outstanding and exercisable at December 31, 2023 | $ | |||||
| Expired | ( |
) | ||||
| Outstanding and exercisable at December 31, 2024 | $ | |||||
| Granted | ||||||
| Expired | ( |
) | ||||
| Canceled | ( |
) | ||||
| Outstanding and exercisable at December 31, 2025 | $ |
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The average remaining contractual term of the options outstanding and exercisable at December 31, 2025, was
9. Income Taxes
The Company adopted ASU 2023-09, Improvements to Income Tax Disclosures, effective January 1, 2025. The adoption did not have a material impact on the Company's financial statements but resulted in expanded income tax disclosures.
The Company did not recognize a tax provision during 2025 and 2024. The company paid the Idaho minimum tax of $
Significant components of net deferred tax assets at December 31, 2025 and 2024 are as follows:
| 2025 | 2024 | ||||||
| Deferred tax assets: | |||||||
| NOL carryforward | |||||||
| NOL carryforward Idaho | |||||||
| Capital Loss Carryforward | |||||||
| Share-based compensation | |||||||
| Deferred compensation | |||||||
| Investments | |||||||
| Mineral properties | |||||||
| Deferred tax liabilities: | |||||||
| Investment in OGT | ( |
) | ( |
) | |||
| Net deferred tax asset | |||||||
| Less valuation allowance | ( |
) | ( |
) | |||
| Net deferred tax asset | $ | $ | |||||
The Company fully reserved the deferred tax asset as of December 31, 2025 and 2024, as management of the Company cannot determine that it's more likely than not that, the Company will realize the benefits of the deferred tax assets.
At December 31, 2025, the Company has approximately $
The income tax benefit for the years ended December 31, 2025 and 2024 differs from the statutory rate as follows:
| 2025 | 2024 | |||||||||||
| (Provision)/benefit at statutory rate | ||||||||||||
| State taxes - Idaho | ||||||||||||
| Meals, entertainment, penalties | ( |
) | - |
|||||||||
| Change in state tax rate | ( |
) | - |
|||||||||
| Miscellaneous permanent differences | ( |
) | - |
|||||||||
| Change in prior year tax estimate | ||||||||||||
| Change in valuation allowance | ( |
) | - |
( |
) | - |
||||||
| Total | $ | $ | ||||||||||
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The Company has analyzed its filing positions in all jurisdictions where it is required to file income tax returns and found no positions that would require a liability for uncertain income tax benefits to be recognized. The Company is subject to possible tax examinations for the years 2023 through 2025. Prior year tax attributes could be adjusted by taxing authorities. If applicable, the Company will deduct interest and penalties as interest expense on the financial statements.
10. Leases
The Company renewed its office operating lease on February 1, 2023, for
On February 1, 2025, the Company entered into an office lease agreement for a term of 12 months through January 31, 2026. Because the lease term did not exceed 12 months and did not contain a purchase option, the Company elected the short-term lease exemption under ASC 842 and did not recognize a right-of-use asset or lease liability related to this lease. Total short-term lease expense recognized for the year ended December 31, 2025, was approximately $
In December 2025, the Company entered into a new 12-month office lease agreement for the period February 1, 2026 through January 31, 2027. The Company evaluated the lease under ASC 842 and determined that the lease qualifies for the short-term lease exemption, as the lease term is 12 months or less and does not contain a purchase option or renewal option. Accordingly, no right-of-use asset or lease liability was recognized as of December 31, 2025, related to this lease. Lease payments are recognized as lease expense on a straight-line basis over the lease term.
11. Subsequent Events
On January 29, 2026, the Compensation Committee of the Board of Directors approved the grant of
On January 6, 2026, a consultant exercised stock options to purchase an aggregate of
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ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
During the year ended December 31, 2025, there were no changes in independent audit firms or consulting firms who provide accounting assistance.
During the year ended December 31, 2025, there were no disagreements between the Company and its independent certified public accountants concerning accounting and financial disclosure.
ITEM 9A - CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
At the end of the period covered by this report, an evaluation was carried out under the supervision of, and with the participation of, the Company's Management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a - 15(e) and Rule 15d - 15(e) of the Securities and Exchange Act of 1934, as amended). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this report, the Company's disclosure controls and procedures were adequately designed and effective in ensuring that information required to be disclosed by the Company in its reports that it files or submits to the SEC under the Exchange Act, is recorded, processed, summarized and reported within the time period specified in applicable rules and forms.
Management's Report on Internal Control over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is a process designed under the supervision of its Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, using criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and concluded that internal control over financial reporting was effective as of December 31, 2025, based on these criteria.
This Annual Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting because the Company is a Smaller Reporting Company and is not required to provide such report.
Changes in internal controls over financial reporting
On April 10, 2025, the Company entered into a services agreement with Ascent CFO Solutions, LLC to provide outsourced financial consulting services. This engagement was intended to enhance the Company's technical accounting oversight and financial reporting processes and to remediate the material weakness previously identified in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2024. Management evaluated the remediation efforts and concluded that the previously identified material weakness had been remediated as of December 31, 2025.
Other than the remediation actions described above, there were no changes in the Company's internal control over financial reporting during the fourth quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
ITEM 9B - OTHER INFORMATION
None.
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PART III
ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
This section sets forth certain information with respect to the Company's current directors and executive officers, as well as information about appointments subsequent to the fiscal year ended December 31, 2025.
Directors and Executive Officers:
| Name | Age | Position with the Company | Director Since |
| Eric T. Jones | 63 | President, Chief Executive Officer, Director | March 2006 |
| Ron Espell | 65 | Chief Operating Officer (COO) | February 2025 |
| Rocky Chase | 60 | Vice President of Operations | February 2025 |
| E. James Collord | 79 | VP & Director | Since 1978 |
| Paul Beckman | 72 | Director | February 2017 |
| Ralph Noyes | 78 | Director, Chairman of the Board | May 2016 |
| Douglas J. Glaspey | 73 | Director | June 2008 |
| Larry D. Kornze | 78 | Director | January 2013 |
| James A. Sabala | 71 | Director | October 2016 |
Background and experience:
Eric T. Jones - President and Chief Executive Officer - has over 30 years of mining, and financial experience, with a B.S. in Geological Engineering from the University of Idaho. Mr. Jones joined the Board of Thunder Mountain Gold in 2006, the management team in 2008, and was appointed President and Chief Executive Office in 2011 by the Board. Prior to that, Mr. Jones served as Chief Financial Officer, and Vice President of Investor Relations, and Secretary/Treasurer. From 1994 to 1997, Mr. Jones was General Manager at Dakota Mining`s Stibnite Mine gold heap leach operation in central Idaho. He has held management positions for Hecla Mining at their Yellow Pine Mine, Stibnite, Idaho, and Environmental Manager at their Rosebud Mine, Lovelock, Nevada. Prior to working with Hecla, Eric was the mine engineer at the Cactus Gold Mine in southern California and has worked throughout the western U.S. in both precious metals and oil and gas exploration.
Ron Espell - Chief Operating Officer, brings over 30 years of experience in environmental management, permitting, and mine development. He has held senior leadership positions at several major mining companies, including Barrick Gold, McEwen Mining, and Nevada Vanadium. With a strong background in regulatory compliance, environmental stewardship, and strategic mine planning, Mr. Espell has been instrumental in securing permits and advancing projects across North America and globally. As COO, he will oversee all operational aspects of Thunder Mountain Gold, ensuring the Company remains on track for efficient and responsible project execution.
Rocky Chase - Vice President of Operations, has a B.S. geological engineering from University of Idaho, and joins Thunder Mountain Gold as Vice President of Operations, bringing more than 38 years of experience in mine development, operations, and permitting. He has managed exploration and production projects across North America, with a strong focus on regulatory affairs, mine engineering, and environmental compliance. Mr. Chase most recently served as Project Manager at South Mountain Mines, where he successfully led underground core drilling and exploration efforts. In his new role, he will spearhead the operational execution of Thunder Mountain's projects, optimizing development strategies and ensuring regulatory alignment.
James Collord - Vice President Exploration, has a MS degree in exploration geology from the Mackay School of Mines, University of Nevada, Reno (1980). He has been a mining professional for 42 years, employed in a variety of capacities, including mill construction superintendent, exploration geologist, mine construction and reclamation manager, and in environmental and lands management. During the period 1975 through 1997, Mr. Collord worked for Freeport Exploration where he worked with a successful exploration team that discovered several Nevada mines. Later in his Freeport career, he managed mining operations and lead permitting efforts at the Big Springs and Jerritt Canyon Mines. For the period 1997 through 2005, Mr. Collord was Environmental and Lands Superintendent at Cortez Gold Mines, a large Nevada mine that was a joint venture between Placer Dome and Kennecott Minerals. After retirement from Cortez, and until his employment by Thunder Mountain Gold, Inc. in April 2007, he managed the Elko offices for environmental and hydrogeologic consulting groups. He is the grandson of Daniel C. McRae, the original locator of the gold mines in the Thunder Mountain Gold Mining District in the early 1900s.
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Paul Beckman is an entrepreneur and owner of Bella Vista Farms, in Eagle Idaho. Paul serves as Manager and Consultant to the Camille Beckman Corporation where he oversees technology, accounting systems, and daily facility operations. He currently serves on the Board of the Camille Beckman Foundation and is the co-owner of two small gold mines in central Idaho. Paul attained the rank of Lieutenant Colonel in the United States Air Force where he was a Director - Contracting Automation Systems, managing over 150 personnel responsible for Air Force Contracting Systems. During his service he consolidated two major commands and served as a Missile Launch Officer, Pilot, and Contracting Officer. Paul earned his M.A., in Administration at Webster College, and a B.Sc. in Agricultural Economics from the University of Idaho.
Ralph Noyes was appointed as Director on April 10, 2015. Mr. Noyes brings over 40 years of experience in exploration, mine and project management, executive management, junior mining company boards, and including 15 years in investment portfolio management with Salomon Smith Barney, then Wells Fargo Advisors. Ralph has a wealth of operational experience, most notably Manager of Mines and Vice President of Metal Mining with Hecla Mining Company. Ralph oversaw all of Hecla`s operating mines in Idaho, Washington, Alaska, Utah, Nevada, and Mexico. Mr. Noyes took a temporary leave from the Company`s Board on February 17, 2016, due to a conflict that was brought to his attention by a previous employer. He was reinstated on the Board in May of 2016.
Douglas J. Glaspey was formerly President, Chief Operating Officer and a Director of U.S. Geothermal Inc. which was purchased in April 2018. Mr. Glaspey has 38 years of operating and management experience with experience in production management, planning and directing resource exploration programs, preparing feasibility studies and environmental permitting. He was the Sinter Plant Superintendent for ASARCO at the Glover Lead Smelter in Missouri, Chief Metallurgist at Earth Resources Company at the DeLamar Silver Mine in Idaho, Chief Metallurgist for Asamera Minerals at the Cannon Gold Mine in Washington, Project Manager for Atlanta Gold Corporation at the Atlanta Project in Idaho and Ramrod Gold Corporation in Nevada. He formed and served as an executive officer of several private resource companies in the U.S., including Drumlummon Gold Mines Corporation and Black Diamond Corporation. He founded U.S. Cobalt Inc. in l998 and took the company public on the TSX Venture Exchange in March 2000. In December 2003, he led a Reverse Take Over and transformed the company to U.S. Geothermal Inc. changing the business from mineral exploration to geothermal development. US Geothermal was traded on the NYSE MKT exchange. He holds a BS degree in Mineral Processing Engineering and an Associate of Science in Engineering Science.
Larry D. Kornze, B.Sc. joined the Board in January 2013, and is geological engineer with over 45-years' experience in the precious metals industry. Mr. Kornze was the General Manager of Exploration and U.S. Exploration Manager for Barrick Gold Corporation (NYSE: ABX) from 1987 to 2001, on projects ranging from the Americas to International projects, including Mexico, Central America, China, Philippines, Myanmar, Ethiopia, Uzbekistan, Kyrgyzstan, Indonesia, Peru, Bolivia, Ecuador, Venezuela, and Dominican Republic. Mr. Kornze directed mine site exploration activities for the Barrick Goldstrike Mine, and the Betze, Meikle, Deepstar, Screamer, and Rodeo deposits. He managed the Betze/Deep Post reserve development drilling and reserve estimation, along with general U.S. exploration. Mr. Kornze was Chief Geologist for Operations and New Projects at Barrick Mercur Gold Mines, Inc. from 1985 - 1986. Prior to working for Barrick, Mr. Kornze was Chief Geologist for Newmont Mines Ltd., Similkameen Division, B.C., and Newmont Mining Corporation (NYSE: NEM) of Canada from 1968 to 1981. Mr. Kornze has a B.Sc. Geological Engineering, Colorado School of Mines, and is a Professional Engineer of the Province of British Columbia. He also serves as a director of other Toronto Stock Exchange Venture listed mining companies.
James A. Sabala was appointed as Director on October 27, 2016. Mr. Sabala brings 38 years of financial mining experience, graduated from the University of Idaho with a B.S. Business, Summa Cum Laude in 1978, and currently resides near Coeur d`Alene, Idaho. Prior to his retirement in May, 2016, Mr. Sabala was Senior Vice President and Chief Financial Officer of Hecla Mining Company, a silver, gold, lead and zinc mining company with operations throughout North America and Mexico. Mr. Sabala was appointed Chief Financial Officer in May 2008 and Senior Vice President in March 2008. Prior to his employment with Hecla Mining Company, Mr. Sabala was Executive Vice President - Chief Financial Officer of Coeur Mining from 2003 to February 2008. Mr. Sabala also served as Vice President-Chief Financial Officer of Stillwater Mining Company from 1998 to 2002. Mr. Sabala has served as a director of Arch Coal (NYSE:ACI) since February, 2015 until October 2016, and currently serves as a director of Seva Mining Corp (TSX-V: SEVA).
Directorships in reporting companies:
James Sabala is the only director of the Registrant that is a director of another corporation subject to the requirements of Section 12 or Section 15(d) of the Exchange Act of 1934.
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Significant Employees:
Three of the Company's current and former officers have deferred compensation for services rendered since April 1, 2015. Deferred compensation has been periodically terminated and reinstated over the years to manage the Company's liquidity. As of December 31, 2024, the officers' deferred compensation balances are as follows: Eric Jones, President and Chief Executive Officer - $469,500; Jim Collord, Vice President and Director - $420,000; and Larry Thackery, former Chief Financial Officer - $215,125, totaling $1,104,625.
On February 11, 2025, the Company appointed Ron Espell as Chief Operating Officer (COO), replacing Jim Collord in that capacity. Jim remains with the Company as Director and Vice President of Exploration. In addition, the Company added Rocky Chase as Vice President of Operations. These appointments align with the Company's strategic focus on advancing the South Mountain Project and other key initiatives.
Family Relationships:
None.
Involvement in Certain Legal Proceedings:
None of the officers and directors of the Registrant have been involved in any bankruptcy, insolvency, or receivership proceedings as an individual or member of any partnership or corporation; none have ever been convicted in a criminal proceeding or is the subject of a criminal proceeding presently pending. None have been involved in proceedings concerning his ability to act as an investment advisor, underwriter, broker, or dealer in securities, or to act in a responsible capacity for an investment company, bank savings and loan association, or insurance company or limiting his activity in connection with the purchase and sale of any security or engaging in any type of business practice. None have been enjoined from engaging in any activity in connection with any violation of federal or state securities laws nor have been involved in a civil action regarding the violation of such laws.
Section 16(a) Beneficial Ownership Reporting Compliance:
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers and persons who beneficially owns more than ten percent of a registered class of the Company's equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To our knowledge, no persons failed to file on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during the year ended December 31, 2025.
Audit Committee:
The Company's Board of Directors is responsible for the oversight and management of the Company. On January 28, 2010, an Audit Committee was designated from members of the Board and currently consists of Douglas Glaspey, Ralph Noyes, and James Sabala as independent members of the committee. Mr. Noyes and Mr. Sabala are both considered financial experts. The Board believes that the members of the Audit Committee have sufficient experience to oversee the Company's financial reporting and internal controls but will evaluate the appointment of a financial expert as the Company grows. Effective January 2026, Mr. Sabala serves as Chair of the Audit Committee.
Compensation Committee:
The Purpose of the Compensation Committee is to conduct an annual review to determine whether the Company's executive compensation program is meeting the goals and objectives set by the Board of Directors. The Compensation Committee provides recommendations to the Board, the compensation for the Chief Executive Officer and directors, including salaries, incentive compensation levels and stock awards, and reviews and approves compensation proposals made for the other executive officers. During Fiscal 2025, the Compensation Committee consists of the following independent members: Doug Glaspey and Ralph Noyes. Mr. Glaspey is the Chair of the Compensation Committee. The Board first appointed the Compensation Committee in May of 2012. The Committee meets at least once per calendar year.
Special Committee:
The Purpose of the Special Committee is to review and analyze the issues pertaining to potential strategic alternatives for Thunder Mountain Gold Inc. and its subsidiary(ies) (together, the "Company"), which analysis should include, but not be limited to, the advantages and disadvantages of any strategic alternatives available to the Company, and the appropriateness and form of any consideration in relation to the Company's stockholders in connection with any proposed transaction which should also be considered. The Special Committee directs the Company management to take any actions on the part of the Company, in addition to those normally undertaken by management (such as instructions to the professional advisers of the Company), if the Committee considers that such actions are necessary or advisable. The Committee, appointed by the Board, is comprised of three independent directors: James Sabala (Chairman), Ralph Noyes, and Paul Beckman. Each member meets the independence requirements of the relevant securities exchanges and regulatory agencies as may apply from time to time and is independent of management and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a committee member.
53
Code of Ethics:
The Board of Directors formally adopted a Code of Ethics in 2010. This Code of Ethics is published on the Company's website.
Indemnification of Directors and Officers:
The Company's By-Laws address indemnification of Directors and Officers. Nevada law provides that Nevada corporations may include within their articles of incorporation provisions eliminating or limiting the personal liability of their directors and officers in shareholder actions brought to obtain damages for alleged breaches of fiduciary duties, as long as the alleged acts or omissions did not involve intentional misconduct, fraud, a knowing violation of law or payment of dividends in violation of the Nevada statutes. Nevada law also allows Nevada corporations to include in their Articles of Incorporation or Bylaws provisions to the effect that expenses of officers and directors incurred in defended a civil or criminal action must be paid by the corporation as they are incurred, subject to an undertaking on behalf of the officer or director that he or she will repay such expenses if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the corporation because such officer or director did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation.
The Company's Articles of Incorporation provide that a director or officer is not personally liable to the Company or its shareholders for damages for any breach of fiduciary duty as a director or officer, except for liability for: (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of distributions in violation of Nevada Revised Statutes, §78.300. In addition, Nevada Revised Statutes §78.751 and Article VII of the Company's Bylaws, under certain circumstances, provide for the indemnification of the officers and directors of the Company against liabilities which they may incur in such capacities.
Insider Trading Policy
The Company has not established formal stock ownership guidelines for our Named Executive Officers. The Company prohibits the Named Executive Officers, as well as other insiders, who may have access to material inside information, from purchasing, selling, entering into short sale transactions, or engaging in hedging or offsetting transactions regarding the Common Stock during periods where such persons have access to material inside information. To ensure compliance with applicable United States federal securities laws, and to avoid even the appearance of trading on the basis of inside information, procedures have been established, and will be maintained and enforced, by the Company to prevent awards and trading by Company insiders for a period beginning four days before the release of periodic reports or triggering events and ended one day after such report or triggering event ("Blackout Periods"). Therefore, the Company has no awards to report that were granted during the Blackout Periods.
The Company is in the process of
ITEM 11 - EXECUTIVE COMPENSATION
Summary Compensation
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Compensation to directors also included reimbursement of out-of-pocket expenses that are incurred in connection with the Directors' duties associated with the Company's business. There are currently no other compensation arrangements for the Company's Directors. The following table provides certain summary information for the fiscal year ended December 31, 2025, and 2024 concerning compensation awarded to, earned by or paid to our Executive Officers and Directors:
| Incentive | Deferred | All Other | |||||||||||||||||||||||
| Stock | Option | Plan | Compensation | Compensation | |||||||||||||||||||||
| Name and | Salary | Bonus | Awards | Awards | Compensation | Earnings | Directors Fee | Total | |||||||||||||||||
| Position | Year | ($US) | ($US) | ($US) | ($US) | ($US) | ($US) | ($US) | ($US) | ||||||||||||||||
| Jim Collord, | 2025 | 29,425 | 1,500 | $ | 30,925 | ||||||||||||||||||||
| V.P./Director | 2024 | $ | |||||||||||||||||||||||
| Eric T. Jones | 2025 | 124,000 | 48,150 | 1,000 | $ | 172,150 | |||||||||||||||||||
| President/CEO/CFO | 2024 | 121,000 | $ | 121,000 | |||||||||||||||||||||
| Paul Beckman | 2025 | 27,820 | 1,000 | $ | 28,820 | ||||||||||||||||||||
| Director | 2024 | $ | |||||||||||||||||||||||
| Doug Glaspey | 2025 | 34,240 | 2,000 | $ | 36,240 | ||||||||||||||||||||
| Director | 2024 | $ | |||||||||||||||||||||||
| Larry Kornze | 2025 | 26,750 | 1,000 | $ | 27,750 | ||||||||||||||||||||
| Director | 2024 | $ | |||||||||||||||||||||||
| Ralph Noyes | 2025 | 36,380 | 2,000 | $ | 38,380 | ||||||||||||||||||||
| Director | 2024 | $ | |||||||||||||||||||||||
| James A. Sabala | 2025 | 32,100 | 2,000 | $ | 34,100 | ||||||||||||||||||||
| Director | 2024 | $ | |||||||||||||||||||||||
| Ron Espell | 2025 | 55,850 | $ | 55,850 | |||||||||||||||||||||
| COO | 2024 | $ | |||||||||||||||||||||||
| Rocky Chase | 2025 | 248,888 | 19,400 | $ | 268,288 | ||||||||||||||||||||
| V.P. of Operations | 2024 | 5,032 | $ | 5,032 |
There are no compensatory plans or arrangements for compensation of any Director in the event of his termination of office, resignation, or retirement.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information regarding outstanding stock options held by our Named Executive Officers as of December 31, 2025:
| Name | Number of Securities Underlying Unexercised Options Exercisable (#) |
Exercise Price ($) | Option Expiration Date | |
| Eric T. Jones | 610,000 | 0.10 | February 7, 2030 | |
| Ron Espell | 250,000 | 0.10 | February 7, 2030 | |
| Ron Espell | 150,000 | 0.20 | June 18, 2030 | |
| Rocky Chase | 250,000 | 0.10 | February 7, 2030 | |
| Rocky Chase | 100,000 | 0.20 | June 18, 2030 | |
All outstanding options were granted pursuant to the Company's Stock Incentive Plan and were fully vested as of December 31, 2025.
Option Exercises and Stock Vested
There were no exercises of stock options during the years ended December 31, 2025 or 2024 by our Named Executive Officers.
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Director Compensation
Occasionally, additional fees are paid for attendance at Board of Directors' meetings, committee membership or committee chairmanship. On occasion, Directors are retained for consulting services unrelated to their duties as Directors. These consulting services are either paid in cash or with unregistered Common Stock according to the Company's policy for share-based payment of services. See Item 11., Summary Compensation Table above.
The Company does not have a retirement plan for its Directors, and there is no agreement, plan or arrangement that provides for payments to Directors in connection with resignation, retirement, termination or a change in control of the Company.
Long-term Incentives:
On July 17, 2011, the shareholders approved a Stock Incentive Plan (the "SIP"). The SIP was subsequently approved by the Shareholders at all of the Annual Shareholder Meetings, including the last years Annual Meeting on December 10, 2024. The SIP will be administered by the Compensation Committee or Board of Directors and provides for the grant of stock options, incentive stock options, stock appreciation rights, restricted stock awards, and incentive awards to eligible individuals including directors, executive officers and advisors that have furnished bona fide services to the Company not related to the sale of securities in a capital-raising transaction.
The SIP has a fixed maximum percentage of 10% of the Company's outstanding shares that are eligible for the plan pool, whereby the number of Shares under the SIP increase automatically with increases in the total number of shares. This "Evergreen" provision permits the reloading of shares that make up the available pool for the SIP, once the options granted have been exercised. The number of shares available for issuance under the SIP automatically increases as the total number of shares outstanding increase, including those shares issued upon exercise of options granted under the SIP, which become re-available for grant subsequent to exercise of option grants. The number of shares subject to the SIP and any outstanding awards under the SIP will be adjusted appropriately by the Board of Directors if the Company's common stock is affected through a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than quarterly cash dividends) or other distribution, stock split, spin-off or sale of substantially all of the Company's assets.
The SIP also has terms and limitations, including that the exercise price for stock options and stock appreciation rights granted under the SIP must equal the stock's fair market value, based on the closing price per share of common stock, at the time the stock option or stock appreciation right is granted. The SIP is also subject to other limitation including; a limited exception for certain stock options assumed in corporate transactions; stock options and stock appreciation rights granted under the SIP may not be "re-priced" without shareholder approval; stock-based awards under the SIP are subject to either three-year or one-year minimum vesting requirements, subject to exceptions for death, disability or termination of employment of an employee or upon a change of control; and shareholder approval is required for certain types of amendments to the SIP.
Employment Contracts:
During 2025, there were three Company employees - Eric Jones, Jim Collord, and Larry Thackery. They were employed per resolution of the Board and other than an hourly salary, plus normal burden, there are no other contractual understandings in the resolutions. Each is reimbursed for the use of personal office equipment and phones, and Jim and Eric are reimbursed for health insurance and related costs up to a set maximum amount, when the Company is financially able to cover the reimbursements.
Share-Based Payments:
During the year ended December 31, 2025, the Company granted stock options to certain officers and directors pursuant to the Company's Stock Incentive Plan. The options were granted on February 7, 2025 at an exercise price of $0.10 per share and on June 18, 2025 at an exercise price of $0.20 per share. All options granted during 2025 were fully vested upon grant pursuant to an exception permitted under the SIP.
The grant-date fair value of the options was determined using the Black-Scholes option pricing model and is reflected in the "Option Awards" column of the Summary Compensation Table above. Because the options were fully vested at issuance, the entire grant-date fair value was recognized as share-based compensation expense during the year ended December 31, 2025. No stock options were granted during 2024.
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Employment Contracts and Termination of Employment or Change of Control
We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation or retirement) or change of control transaction.
Stock Option Granting Policies and Practices
The Board of Directors of the Company has historically granted stock options to executives, directors, and key employees as part of its equity compensation program. The Company
Stock option grants are approved by the Board of Directors or its Compensation Committee on a discretionary basis in connection with employment agreements, promotions, and other performance-based considerations. The Company does not follow a fixed grant schedule and does not currently impose trading blackout periods or other restrictions related to the timing of option grants when the Company or its executives may be in possession of MNPI.
The Company did not grant stock options to employees during 2024. During 2025, the Company granted stock options to certain officers and directors pursuant to its Stock Incentive Plan.
Recovery of Incentive-Based Compensation
The Company did not recover, nor seek to recover, any erroneously awarded compensation during the fiscal year ended December 31, 2025.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding the beneficial ownership of shares of the Company's common stock as of December 31, 2025, by:
- the Company's named executive officers;
- the Company's directors;
- all of the Company's executive officers and directors as a group; and each person who is known to beneficially own more than 5% of the Company's issued and outstanding shares of common stock.
Name of Shareholder |
Amount and Nature of Beneficial Ownership |
Percent of Beneficial Ownership(1) |
Amount Stock Option Ownership |
Amount Warrant Ownership |
||||||||
| Directors, Executive Officers & More than 5% Owners | ||||||||||||
| E. James Collord - VP/ Dir | 3,083,205(2)(3) | 3.29% | 435,000 | - | ||||||||
| Eric T. Jones - President/CEO/Dir | 5,243,752(2) | 5.59% | 610,000 | - | ||||||||
| Paul Beckman - Dir | 11,448,645(4) | 12.22% | 430,000 | - | ||||||||
| Doug Glaspey - Dir | 800,000(2) | .85% | 550,000 | - | ||||||||
| Larry D. Kornze - Dir | 415,000 | 0.44% | 410,000 | - | ||||||||
| James A. Sabala - Dir | 520,000 | .55% | 520,000 | - | ||||||||
| Ralph Noyes - Dir | 730,000 | .78% | 580,000 | - | ||||||||
| Ron Espell - COO | 665,000 | .71% | 400,000 | - | ||||||||
| Rocky Chase - VP of Operations | 450,000 | 0.48% | 350,000 | - | ||||||||
| Oliver Tielens - Consultant | 15,500,000 | 15.38% | 1,000,000 | 6,500,000 | ||||||||
| MFD Investment Holdings SA - Shareholder | 11,470,000 | 11.66% | - | 5,110,000 | ||||||||
| Henriicus Thijssen - Shareholder | 9,000,000 | 9.35% | - | 3,000,000 | ||||||||
| All current executive officers and directors as a group | 59,325,602 | 52.43% | 5,285,000 | 14,610,000 |
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(1) Based on 93,255,579 shares of common stock issued and outstanding as of December 31, 2025, together with all applicable options and warrants for each stockholder. Shares of our stock subject to options are deemed outstanding for computing the percentage or ownership of the persons holding such options.
(2) Sole voting and investment power.
(3) Includes 110,000 shares Mr. Collord controls for son, Jerritt Collord, as well as 225,000 he controls for his sister, Kay Meier.
(4) Includes 5,000,000 shares held in P & F Development, a Private Company.
As of December 31, 2025, Olivier Tielens beneficially owned 15,500,000 shares of the Company's common stock, representing approximately 15.38% of the Company's outstanding common stock. Mr. Tielens' beneficial ownership consists of 8,000,000 shares of common stock, 1,000,000 shares issuable upon exercise of stock options that are exercisable within 60 days of December 31, 2025, and 6,500,000 shares issuable upon exercise of warrants that are exercisable within 60 days of December 31, 2025.
As of December 31, 2025, MFD Investment Holdings SA beneficially owned 11,470,000 shares of the Company's common stock, representing approximately 11.66% of the Company's outstanding common stock. MFD Investment Holdings SA's beneficial ownership consists of 6,360,000 shares of common stock and 5,110,000 shares issuable upon exercise of warrants that are exercisable within 60 days of December 31, 2025.
As of December 31, 2025, Henriicus Thijssen beneficially owned 9,000,000 shares of the Company's common stock, representing approximately 9.35% of the Company's outstanding common stock. Mr. Thijssen's beneficial ownership consists of 6,000,000 shares of common stock and 3,000,000 shares issuable upon exercise of warrants that are exercisable within 60 days of December 31, 2025.
As of December 31, 2025, the number of shares of common stock that can be sold by officers, directors, principal shareholders, and others pursuant to Rule 144 was 93,255,579. As a condition to our listing on the TSX-V in 2010, our officers and directors were required to deposit their common stock totaling 4,799,239 shares, into an escrow account with Computershare Investor Services, Inc. Those escrowed shares were subject to the TSX-V's Tier 1 escrow requirement at that time. Those requirements provide for an 18-month escrow release mechanism with 25% of the escrowed securities being released on September 24, 2010 (the date our common shares commenced trading on the TSX-V), and 25% of the escrowed securities to be released every 6 months thereafter. As of December 31, 2025, all of the escrowed shares have been released back to the officers and directors.
Securities Authorized for Issuance under Equity Compensation Plans:
On July 17, 2011, the Company Shareholders approved the Company`s Stock Incentive Plan (SIP). The SIP has a fixed maximum percentage of 10% of the Company's outstanding shares that are eligible for the plan pool, whereby the number of Shares under the SIP increase automatically with increases in the total number of shares. This "Evergreen" provision permits the reloading of shares that make up the available pool for the SIP, once the options granted have been exercised. The number of shares available for issuance under the SIP automatically increases as the total number of shares outstanding increase, including those shares issued upon exercise of options granted under the SIP, which become re-available for grant after exercise of option grants. The number of shares subject to the SIP and any outstanding awards under the SIP will be adjusted appropriately by the Board of Directors if the Company's common stock is affected through a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than quarterly cash dividends) or other distribution, stock split, spin-off or sale of substantially all the Company's assets.
The SIP also has terms and limitations, including without limitation that the exercise price for stock options and stock appreciation rights granted under the SIP must equal the stock's fair market value, based on the closing price per share of common stock, at the time the stock option or stock appreciation right is granted. The SIP is also subject to other limitations including; a limited exception for certain stock options assumed in corporate transactions; stock options and stock appreciation rights granted under the SIP may not be "re-priced" without shareholder approval; stock-based awards under the SIP are subject to either three-year or one-year minimum vesting requirements, subject to exceptions for death, disability or termination of employment of an employee or upon a change of control; and shareholder approval is required for certain types of amendments to the SIP.
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Table - Equity Compensation Plan Information
(As of December 31, 2025, or latest fiscal year-end)
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (#) |
Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights ($) |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities in First Column) (#) |
| Equity Compensation Plans Approved by Security Holders | 5,995,000 | $0.13 | 3,330,558 |
| Equity Compensation Plans Not Approved by Security Holders | 0 | N/A | 0 |
| Total | 5,995,000 | $0.13 | 3,330,558(1) |
(1) The number of securities remaining available for issuance represents the balance of shares available under the Company's Stock Incentive Plan, which permits issuance of up to 10% of the Company's outstanding shares of common stock. As of December 31, 2025, 9,325,558 shares were available under the plan, of which 5,995,000 shares were subject to outstanding options, leaving 3,330,558 shares available for future grants.
Changes in Control:
The Board of Directors is aware of no circumstances which may result in a change of control of the Company.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Transactions with Management and Others:
In addition to the related parties notes payable discussed in Note 6, the Company had the following related party transactions:
During the year ended December 31, 2025, the Company completed private placement offerings of its common stock and warrants. Olivier Tielens, a greater-than-five percent (5%) beneficial owner of the Company's common stock, participated in the 2025 private placements and purchased shares of common stock and received warrants on the same terms and conditions as those offered to other investors in the private placements. Henriicus Thijssen, a greater-than-five percent (5%) beneficial owner of the Company's common stock, also participated in the 2025 private placements and purchased shares of common stock and received warrants on the same terms and conditions as those offered to other investors. MFD Investment Holdings SA, a greater-than-five percent (5%) beneficial owner of the Company's common stock, participated in the 2025 private placements and purchased shares of common stock and received warrants on the same terms and conditions as those offered to other investors in the private placements. The foregoing transactions were reviewed and approved by the Company's Board of Directors.
During the year ended December 31, 2025, the Company granted 1,000,000 stock options to Mr. Tielens pursuant to the Company's Stock Incentive Plan in connection with consulting services provided to the Company. The options were granted with an exercise price of $0.25 per share and vest in accordance with the terms of the applicable award agreement
Three officers of the Company initiated deferred compensation arrangements for services provided starting April 1, 2015. On July 31, 2018, the Company ceased expensing and deferring compensation for these officers to support the marketing efforts of the SMMI project. Subsequently, with the commencement of the BeMetals agreement, compensation for these officers resumed on May 15, 2019. The BeMetals agreement concluded on December 30, 2022.
To preserve liquidity, the Company reinstated deferred salary arrangements for Eric Jones, the Chief Executive Officer, and Larry Thackery, the former Chief Financial Officer effective August 1, 2023.
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As of December 31, 2025, and December 31, 2024, the balances of the total deferred compensation for the officers and former officer, are as follows, Eric Jones, President and Chief Executive Officer: $469,500; Jim Collord, Vice President and Director: $420,000; Larry Thackery, former Chief Financial Officer: $215,125. The total deferred compensation for these officers at December 31, 2024 and December 31, 2025 was $1,104,625.
Certain Business Relationships:
Except as described above, there have been no unusual business relationships during the last fiscal year of the Registrant between the Registrant and affiliates as described in Item 404(b)(1)-(6) of the Regulation S-K.
Indebtedness of Management:
No Director or executive officer or nominee for Director, or any member of the immediate family of such has been indebted to the Company during the past year.
Directors' Stock Purchases
Stock transactions for directors and officers were reported on Form 4 or Form 5 and are available on the SEC website.
Director Independence
On December 31, 2025, Douglas Glaspey, Larry Kornze, James A. Sabala, Ralph Noyes, and Paul Beckman are independent Members of the Board of Thunder Mountain Gold Inc.
ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit and Non-Audit Fees
The following table presents fees billed to the Company relating to the audit of the Financial Statements at December 31, 2025 as provided by Assure CPA, LLC. We expect that Assure CPA, LLC will serve as our auditors for the fiscal year 2026. Assure CPA LLC has served as an independent auditor for the Corporation since the fiscal year ended December 31, 2005. This firm is experienced in the field of auditing and mining accounting and is professionally qualified to act in the capacity of auditors.
| Year Ended | December 31, 2025 | December 31, 2024 | ||||
| Audit fees (1) | $ | 56,825 | $ | 58,094 | ||
| Audit-related fees (2) | - | |||||
| All other fees (3) | 152 | - | ||||
| Total Fees | $ | 56,977 | $ | 58,094 |
(1) Audit fees consist of fees billed for professional services provided in connection with the audit and reviews of the Company's financial statements, and assistance with reviews of documents filed with the SEC.
(2) Audit-related fees consist of assurance and related services that include, but are not limited to, internal control reviews, attest services not required by statute or regulation and consultation concerning financial accounting and reporting standards.
(3) All other fees consist of fees billed for products and services other than the services reported above.
The Company's Board of Directors reviewed the audit services rendered by Assure CPA, LLC and concluded that such services were compatible with maintaining the auditors' independence. All audit, non-audit, tax services, and other services performed by the independent accountants are pre-approved by the Board of Directors to assure that such services do not impair the auditors' independence from the Company. The Company does not use Assure CPA LLC for financial information system design and implementation. We do not engage Assure CPA LLC to provide compliance outsourcing services.
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PART IV
ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Documents filed as part of this report on Form 10-K or incorporated by reference:
(1) Our financial statements can be found in Item 8 of this report.
(2) Financial Statement Schedules (omitted because they are either not required, are not applicable, or the required information is disclosed in the notes to the financial statements or related notes).
(3) The following exhibits are filed with this Annual Report on Form 10-K or incorporated by reference:
EXHIBITS
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| 101.SCH** | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL** | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF** | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB** | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE** | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Incorporated by Reference.
** Filed herewith.
DOCUMENTS INCORPORATED BY REFERENCE
None
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SIGNATURES
Pursuant to the requirements of Section 143 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.
THUNDER MOUNTAIN GOLD, INC.
By /s/ Eric T. Jones
Eric T. Jones
President, Director and Chief Executive Officer
Date: March 31, 2026
Pursuant to the requirements of the Securities Act of 1934 this report signed below by the following person on behalf of the Registrant and in the capacities on the date indicated.
By /s/ Eric T. Jones
Eric T. Jones
Principal Financial Officer
Date: March 31, 2026
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