Thunder Mountain Gold Inc 10-Q for FY2025 Q3
Thunder Mountain Gold Inc (THMG)
About this 10-Q
Thunder Mountain Gold Inc filed this 10-Q on November 10, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $480.75K
- compared with a net loss of $114.63K a year earlier
- Diluted EPS
- -$0.01
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the transition period from __________ to __________
Commission File Number:
(Exact name of Registrant as specified in its charter)
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Securities registered pursuant to Section 12(g) of the Act:
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(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒
Indicate by check mark whether the Registrant is ☐ a large accelerated filer, ☐ an accelerated file, ☒ a
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
☐ Yes
Number of shares of issuer's common stock outstanding at October 21, 2025:
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TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Thunder Mountain Gold, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
September 30, 2025 and December 31, 2024
| September 30, 2025 |
December 31, 2024 |
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| 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 8) | ||||||
| Total assets | $ | $ | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
| Current liabilities: | ||||||
| Accounts payable and other accrued liabilities | $ | $ | ||||
| Accrued legal fees | ||||||
| Operating lease liability (Note 8) | ||||||
| Deferred compensation (Note 5) | ||||||
| Total current liabilities | ||||||
| Accrued reclamation costs | ||||||
| Total liabilities | ||||||
| Commitments and Contingencies (Notes 2 and 3) | ||||||
| Stockholders' equity: | ||||||
| Preferred stock; $ |
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| Common stock; $ |
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| Additional paid-in capital | ||||||
| Shares to be issued (Note 9) | ||||||
| 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 condensed consolidated financial statements.
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Thunder Mountain Gold, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||
| September 30, | September 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Operating expenses: | ||||||||||||
| Exploration | $ | $ | $ | $ | ||||||||
| Legal and accounting | ||||||||||||
| Management and administrative | ||||||||||||
| Total operating expenses | ||||||||||||
| Net operating loss | ( |
) | ( |
) | ( |
) | ( |
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| Other income (expense): | ||||||||||||
| Loss on sale of investment | ( |
) | ||||||||||
| Other income | ||||||||||||
| Total other income (expense) | ( |
) | ||||||||||
| Net loss | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Net loss - noncontrolling interest in Owyhee Gold Trust | ||||||||||||
| Net loss - Thunder Mountain Gold, Inc. | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
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| 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 condensed consolidated financial statements.
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Thunder Mountain Gold, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
| Nine Months Ended | ||||||
| September 30, | ||||||
| 2025 | 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | ( |
) | $ | ( |
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| Adjustments to reconcile net loss to net cash used by operating activities: | ||||||
| Stock based compensation | ||||||
| Noncash lease expense | ( |
) | ( |
) | ||
| Loss on sale of investment | ||||||
| Change in: | ||||||
| Prepaid expenses and other assets | ( |
) | ( |
) | ||
| Accounts payable and other accrued liabilities | ( |
) | ||||
| Accrued legal fees | ( |
) | ||||
| Net cash used by operating activities | ( |
) | ( |
) | ||
| Cash flows from investing activities: | ||||||
| Proceeds from sale of investments, net | ||||||
| Net cash provided by investing activities | ||||||
| Cash flows from financing activities: | ||||||
| Proceeds from issuances of stock and warrants | ||||||
| Proceeds from shares to be issued | ||||||
| Proceeds received on subscription receivable | ||||||
| Net cash provided by financing activities | ||||||
| Net increase (decrease) in cash and cash equivalents | ( |
) | ||||
| Cash and cash equivalents, beginning of period | ||||||
| Cash and cash equivalents, end of period | $ | $ | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Thunder Mountain Gold, Inc.
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
For the three-month and nine-month periods ended September 30, 2025 and September 30, 2024
| Common Stock Shares |
Common Stock Amount |
Additional Paid-In Capital |
Shares to be Issued |
Treasury Stock |
Accumulated Deficit |
Non- Controlling Interest in OGT |
Total | ||||||||||||||||||
| Balances at July 1, 2024 | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||||||||
| Net loss | - | - | - | - | - | ( |
) | - | ( |
) | |||||||||||||||
| Balances at September 30, 2024 | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
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| Balances at July 1, 2025 | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||
| Shares to be Issued | - | - | - | - | - | - | |||||||||||||||||||
| Net loss | - | - | - | - | ( |
) | - | ( |
) | ||||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||
| Balances at January 1, 2024 | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||||||||
| Net loss | - | - | - | - | - | ( |
) | - | ( |
) | |||||||||||||||
| Balances at September 30, 2024 | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||||||||
| Balances at January 1, 2025 | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||||||||
| Issuance of stock and warrants | - | - | - | - | |||||||||||||||||||||
| Shares to be issued | |||||||||||||||||||||||||
| Stock based compensation | - | - | - | - | - | - | |||||||||||||||||||
| Net loss | - | - | - | - | - | ( |
) | - | ( |
) | |||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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1. Summary of Significant Accounting Policies and Business Operations
The interim condensed consolidated financial statements of Thunder Mountain Gold, Inc. and its subsidiaries (collectively, "Thunder Mountain", "THMG", or "the Company") are unaudited. In the opinion of management, all adjustments, consisting of only normal recurring adjustments, and disclosures necessary for the fair statement of these interim statements have been included. The results reported in these interim statements may not be indicative of the results which will be reported for the year ending December 31, 2025. The condensed consolidated December 31, 2024 balance sheet data was derived from audited consolidated financial statements. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2024.
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 condensed 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 condensed 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.
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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. At certain times, cash amounts may exceed federal deposit insurance limits.
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.
Financial Instruments
The Company's financial instruments include cash and cash equivalents.
Investments
The Company determines the appropriate classification of investments at the time of acquisition and re-evaluates such determinations at each reporting date. Equity securities that have a readily determined fair value are carried at fair value determined using Level 1 fair value measurement inputs with the change in fair value recognized as unrealized gain (loss) in the condensed consolidated statement of operations each reporting period. Gains and losses on the sale of securities are recognized on a specific identification basis.
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 condensed 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 condensed 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.
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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.
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 condensed consolidated statements of operations over the vesting period.
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.
Since our single segment represents the entire entity, certain financial information may be referenced in the primary financial statements instead of duplicated in segment disclosures.
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.
9
Recent Accounting Pronouncements
Accounting Standards Updates
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 is currently evaluating the impact of adopting this standard on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company's annual periods for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. We are currently evaluating the ASU to determine its impact on our consolidated financial statements and disclosures.
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 during the applicable reporting period. 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 quarters ended September 30, 2025 and 2024 outstanding common stock options of
2. Mineral Interest Commitments
The Company holds three leases pertaining to land parcels adjacent to its South Mountain patented and unpatented mining claims. The details of these leases are as follows:
Acree Lease:
On June 20, 2008, the Company entered into a lease agreement with Ronald Acree for a
Effective June 2025, upon entering the 17th year of the lease term, the lease was extended an additional
Lowry Lease:
On October 24, 2008, the Company executed a lease agreement with William and Nita Lowry for a duration of
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Looten Lease:
On June 2, 2025, the Company executed a lease agreement with Kevin and Jo Looten for an initial term of
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.
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
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 $
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4. Property and Equipment
The Company's property and equipment are as follows:
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September 30, 2025 |
December 31, 2024 |
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| Vehicles | $ | $ | ||||
| Construction Equipment | ||||||
| Mining Equipment | ||||||
| Accumulated Depreciation | ( |
) | ( |
) | ||
| Land | ||||||
| Total Property and Equipment | $ | $ |
5. Related Party Transactions
Board of Directors Compensation
The Company paid its Board a total of $
Deferred Compensation
As of September 30, 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: $
6. Stockholders' Equity
The Company's common stock has a par value of $
On April 15, 2025, the Company`s Board approved a private placement financing of
7. 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.
On June 18, 2025, the Company granted
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On February 7, 2025, the Company issued
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.
The fair value of each option award was estimated on the date of the grant using the assumptions noted in the following table:
| June 18, 2025 | February 7, 2025 | |||||
| Stock price | $ |
$ |
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| Exercise price | $ |
$ |
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| Expected volatility | ||||||
| Expected dividends | ||||||
| Expected terms (in years) |
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| Risk-free rate |
On March 29, 2025,
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 | ( |
) | ||||
| Outstanding and exercisable at September 30, 2025 | $ |
The average remaining contractual term of the options outstanding and exercisable at September 30, 2025, was
8. Leases
The Company renewed its office operating lease on February 1, 2023, for
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The Company renewed its office operating lease on February 1, 2025 for 12 months, and does not anticipate the lease will be more than 12 months. Since the remaining lease term is one year or less the Company did not recognize a right of use asset and related lease liability on the balance sheet for the lease renewal.
9. Subsequent Events
On October 1, 2025, the Company`s Board approved a private placement financing of
On October 1, 2025, the Company's Board approved the recission of the stock options granted on June 18, 2025 to all directors, except for management, reducing the options from
On October 24, 2025, pursuant to the Board’s approval on October 1, 2025, the Company completed a non-brokered private placement financing of
On October 28, 2025, the Company executed a purchase and sale agreement with Ronald Acree related to the Acree Lease to purchase
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward-Looking Statements
Certain statements contained in this Form 10-Q, including in Management's Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk, are intended to be covered by the safe harbor provided for under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Our forward-looking statements include our current expectations and projections about future results, performance, results of litigation, prospects and opportunities, including reserves and other mineralization. We have tried to identify these forward-looking statements by using words such as "may," "will," "expect," "anticipate," "believe," "intend," "feel," "plan," "estimate," "project," "forecast" and similar expressions. These forward-looking statements are based on information currently available to us and are expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.
These risks, uncertainties and other factors include, but are not limited to, those set forth under Part I, Item 1A. - Risk Factors in our 2024 Form 10-K/A and in Part II, Item 1.A. - Risk Factors of our 2025 Q1, 2025 Q2 and 2025 Q3 on Form 10-Q. Given these risks and uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements. All subsequent written and oral forward-looking statements attributable to Thunder Mountain Gold, Inc. or to persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Except as required by federal securities laws, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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, The Company continues to expand the land position by staking lode mining claims and obtaining mineral leases on adjoining private land.
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 will continue to advance the South Mountain Project and acquire additional properties through partnerships, joint ventures, option agreements, and strategic relationships.
Financial Condition
Liquidity and Capital Resources
The condensed consolidated financial statements for the nine-months ended September 30, 2025, have been prepared under the assumption that we 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 condensed consolidated financial statements for the nine-month period ended September 30, 2025, we have cash reserves sufficient to cover normal operating expenditures for the following 12 months.
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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.
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`s 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 a warrant to purchase one-half 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`s 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 September 30, 2025, we had current assets of $1,706,562. 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 and salaries and administrative expenses; 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 October 7, 2025 the Company had a cash balance of $2,223,709 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.
During the nine months ended September 30, 2025, the Company discloses a net cash outflow from operating activities amounting to $1,145,335, compared to an operating cash outflow of $414,098 for the nine months ended September 30, 2024. During the same period ended September 30, 2024, the net cash source from investing activities was $384,981 generated from the sale of BeMetals Corp. common stock.
During the nine months ended September 30, 2025, net cash inflow from financing activities totaled $2,330,000. This included proceeds of $130,000 received on February 7, 2025, from a subscription agreement signed on November 5, 2024 for 2,600,000 shares of common stock and 2,600,000 common stock purchase warrants. Cash proceeds totaling $1,200,000 were received after the completion of a private placement financing, which included the issuance of 10,000,000 units, with each unit consisting of one share of common stock and warrants to purchase one-half share of common stock, exercisable for 2 years from the close of the offering at an exercise price of $0.18 per share. Additional cash proceeds totaling $1,000,000 were received in advance of approval of a private placement financing of $2,500,000 approved by the Board on October 1, 2025, see Note 9.
16
The Company realized a net cash increase of $1,184,665 for the nine-months ended September 30, 2025 compared to a net cash decrease of $29,117 for the corresponding period in 2024.
Results of Operations:
For the three months ended September 30, 2025, the Company incurred a net loss of $480,751, compared to a net loss of $114,631 for the comparable period in 2024. For the nine months ended September 30, 2025, the Company reported a net loss of $1,920,166, compared to a net loss of $433,834 for the same period in 2024. The change is primarily attributable to elevated exploration expenditures related to the advancement of the South Mountain Mine Project and stock-based compensation expenses incurred for options granted to officers and directors.
Three-month period comparisons
Operating expenses for the three months ended September 30, 2025 totaled $482,210, an increase of $366,984, or 318%, compared to the prior year period. This variance was primarily attributable to elevated exploration activities and increased legal and accounting expenses.
Exploration expenditures amounted to $290,661, representing a year-over-year increase of $250,497 or 624%. The rise was driven by strategic exploration initiatives undertaken to advance the Company's mineral interests.
During the quarter ended September 30, 2025, legal and accounting fees increased by $69,606 to a total of $83,467. The increase primarily reflects professional service fees incurred in connection with outsourced financial consulting services, as well as water rights and claim fees being negotiated on behalf of SMMI. Management and administrative expenses increased by $46,881, or 77%, compared to the prior period. The increase was primarily driven by investor relations expenses and increased filing fees during the reporting period.
Nine-month period comparisons
For the nine-month period ended September 30, 2025, operating expenses totaled $1,922,919, reflecting an increase of $1,530,227, or 390%, compared to the corresponding period in 2024. This variance was primarily attributable to elevated exploration activities and increased management and administrative expenses.
Exploration expenditures amounted to $636,623, representing a year-over-year increase of $554,099 or 671%. The rise was driven by strategic exploration initiatives undertaken to advance the Company's mineral interests.
Legal and accounting expenses increased by $87,123, or 122%, to $158,719. The increase was associated with professional services supporting the $1,200,000 private placement of common stock and warrants completed during the reporting period. A portion of the placement proceeds was allocated to pre-drilling fieldwork and technical evaluations.
Management and administrative costs rose by $889,005, or 373%, compared to the prior-year period. This increase was largely due to non-cash stock-based compensation expenses related to option grants issued to executive officers and members of the Board of Directors.
Going Concern:
The audit opinion and notes that accompany our consolidated financial statements for the year ended December 31, 2024 disclose a 'going concern' qualification to our ability to continue in business. These condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates the realization of our assets and the settlement of our liabilities in the normal course of our operations
17
As of the date of this report on Form 10-Q, we have sufficient cash to meet our normal operating commitments for the next 12 months without additional financing. However, we are an exploration company with exploration programs that require significant cash expenditures. A significant drilling program, such as that we have executed in prior years, can result in depletion of cash and would be prohibitive unless we can secure sufficient cash to support normal operations for the following 12 months.
We plan, as funding allows, to follow up on our positive drill results on our South Mountain Project. Subject to available capital, we may continue prudent exploration programs on our material exploration properties and/or fund some exploratory activities on early-stage properties.
We will require additional funding and/or reductions in exploration and administrative expenditures in future periods. Given current economic conditions, we cannot provide assurance that necessary financing transactions will be available on terms acceptable to us, or at all. Without additional financing, we would have to curtail our exploration and other expenditures while we seek alternative funding arrangements to provide sufficient capital to meet our ongoing, non-discretionary expenditures, and maintain our primary mineral properties. If we cannot obtain sufficient additional financing, we may be unable to make required property payments on a timely basis and be forced to return some or all of our leased or optioned properties to the underlying owners.
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 three leases pertaining to land parcels adjacent to its South Mountain patented and unpatented mining claims. The details of these leases are as follows:
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 includes an option to extend for an additional ten years at a revised rate of $30 per acre. Beginning on the 17th anniversary of the lease, the rate increases to $50 per acre, payable in the form of an advanced royalty, through the 30th anniversary. Thereafter, the lease rate will further increase to $75 per acre.
Effective June 2025, upon entering the 17th year of the lease term, the lease was extended an additional 10 years. The annual lease payment increased to $5,650, reflecting the rate adjustment to $50 per acre for the 113-acre property.
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. Similar to the Acree Lease, the Lowry Lease incorporates 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. The lease will expire on October 24, 2025. The Company's management is in contact with Michael Lowry negotiating a lease extension.
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. Similar to the Acree Lease, the Looten Lease incorporates an option to extend for an additional 10 years at a revised rate of $40 per acre.
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 pays an advance of $5,000 net returns royalty to OGT annually on November 4 which is distributed to OGT's minority member.
18
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 |
|
| Acree Lease (yearly, June)(1) | $56,500 | $5,650 | $11,300 | $11,300 | $ 28,250 |
| Lowry Lease (yearly, October)(2) | $11,280 | $11,280 | - | - | $ - |
| Kevin and Jo Looten Trust | $3,780 | $ 540 | $ 1,080 | $ 1,080 | $ 1,080 |
| OGT LLC(3) | $10,000 | $5,000 | $5,000 | - | $ - |
| Total | $81,560 | $22,470 | $17,380 | $12,380 | $ 29,330 |
(1) Effective June 2025, upon entering the 17th year of the lease term, the lease was extended an additional 10 years at $50/acre after 2024.
(2) The Lowry lease has an early buy-out provision for 50% of the remaining amounts owed in the event the Company desires to drop the lease prior to the end of the first seven-year period.
(3) OGT LLC, managed by the Company's wholly owned subsidiary SMMI, receives a $5,000 per year payment for up to 10 years, or until a $5 million capped NPI Royalty is paid.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. 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.
Changes in Internal Controls Over Financial Reporting
19
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 ensure that accounting personnel responsible for financial reporting possess the necessary technical expertise and capacity to consistently apply complex accounting standards. We believe these measures were adequate to remediate the identified material weakness as previously documented in the Company's 10-K/A dated December 31, 2024.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are not aware of any material pending litigation or of any proceedings known to be contemplated by governmental authorities which are, or would be, likely to have a material adverse effect, individually or in the aggregate, upon us or our operations, taken as a whole. No director, officer or affiliate of Thunder Mountain and no owner of record or beneficial owner of more than 5% of our securities or any associate of any such director, officer or security holder is a party adverse to Thunder Mountain or has a material interest adverse to Thunder Mountain in reference to any currently pending material litigation.
Item 1A. Risk Factors.
In addition to other information set forth in this Quarterly Report on Form 10-Q, Item 1A. - Risk Factors of our 2024 Form 10-K/A and our Quarterly Report on Form 10-Q for the three months ended March 31, 2025, set forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition or operating results. Additional risks and uncertainties currently unknown to us, or that we currently deem to be immaterial, also may materially adversely affect our business, financial condition, or future results.
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 have a great amount of uncertainty as to their existence and their economic and legal feasibility. Mineral interests are periodically assessed for impairment of value and any subsequent losses are charged to operations at the time of impairment. Thunder Mountain Gold evaluated these impairment considerations and determined that no such impairments occurred as of September 30, 2025.
Risks Related to Our Company
We have a history of losses and expect to continue to incur losses in the future.
We have incurred losses since inception and expect to continue to incur losses in the future. We had an accumulated deficit of approximately $9,719,885 as of September 30, 2025. We expect to continue to incur losses unless and until such time as one of our properties enters into commercial production and generates sufficient revenues to fund continuing operations. We recognize that if we are unable to generate significant revenues from mining operations and dispositions of our properties, we will not be able to earn profits or continue operations. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses, and difficulties frequently encountered by companies at the start-up stage of their business development. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
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 to this Quarterly Report.
20
During the nine-month period ended September 30, 2025, 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.
Item 5. Other Information
None.
21
Item 6. Exhibits
(a) Documents which are filed as a part of this report:
Exhibits:
*Filed herewith.
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(b) of the Securities and 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 and Chief Executive Officer
Date: November 10, 2025
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 capacity on the date indicated.
By /s/ Eric T. Jones
Eric. T Jones
Principal Financial Officer
Date: November 10, 2025
23
THIS COMMON STOCK WARRANT, THE WARRANT EVIDENCED HEREBY, AND THE COMMON STOCK TO BE ISSUED PURSUANT TO SUCH WARRANT, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR ANY STATE SECURITIES ACTS, BUT HAS BEEN ISSUED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL EITHER (i) THE HOLDER THEREOF SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION THEREOF UNDER THE SECURITIES ACT IS NOT REQUIRED OR (ii) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT THERETO SHALL HAVE BECOME EFFECTIVE.
| No. _________ | Warrants for YYY Shares |
VOID AFTER 5 P.M. BOISE, IDAHO TIME, ON ________________.
Warrant to Purchase
YYY Shares of
Common Stock of
THUNDER MOUNTAIN GOLD, INC.
WARRANT TO PURCHASE COMMON STOCK
This is to Certify that, FOR VALUE RECEIVED, XXX, or registered assigns ("Holder") is entitled to purchase, subject to the provisions of this Warrant, from THUNDER MOUNTAIN GOLD, INC., a Nevada corporation ("Company"), at any time on or after DECEMBER 6, 2024, and not later that 5:00 p.m. Boise, Idaho time on December 6, 2027, YYY shares of Common Stock, $0.005 par value per share, of the Company ("Common Stock"). The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for a share of common stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock delivered or deliverable upon such exercise, as adjusted from time to time, are hereinafter sometimes referred to as "Warrant Stock" and the exercise price of a share of common Stock in effect at any time as is adjusted from time to time is hereinafter sometimes referred to as the "Exercise Price". Prior to any adjustments called for hereunder, the Exercise Price shall be $0.10 per share through December 6, 2027.
(a) EXERCISE OF WARRANT. Subject to the terms and conditions herein, this Warrant may be exercised in whole or in part at any time or from time to time on or after December 6, 2024, but not later than 5:00 p.m. Boise, Idaho, time on December 6, 2027, or if December 6, 2027 is a day on which banking institution are authorized by law to close, then on the next succeeding day which shall not be such a day, by presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the number of shares specified in such form, together with all federal and state taxes applicable upon exercise. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the right of the Holder to purchase the balance of the shares purchasable hereunder. Upon receipt by the Company of this Warrant at the office or agency of the Company, in proper form for exercise, together with payment of the Exercise Price the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder.
(b) RESERVATION OF SHARES. The Company hereby agrees that at all times there shall be reserved for issuance and/or delivery upon exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance or delivery upon exercise of this Warrant.
(c) FRACTIONAL SHARES. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the current market value of such fractional share, determined as follows:
(1) If the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such exchange, the current value shall be the last reported sale price of the common Stock on such exchange on the last business day prior to the date of exercise of this Warrant or if no such sale is made on such day, the average of the closing bid and asked price for such day on such exchange; or
(2) If the Common Stock is not so listed or admitted to unlisted trading privileges, the current value shall be the mean of the closing bid and asked prices reported by the National Association of Securities Dealers Automated Quotation System, Inc. (or, if not so quoted on NASDAQ, by the National Quotation Bureau, Inc.) on the last business day prior to the day of the exercise of this Warrant; or
(3) If the Common Stock is not so listed or admitted to unlisted trade privileges and bid and asked prices are not so reported, the current value, determined in such reasonable manner as may be prescribed by the Board of Directors of the Company, such determination to be final and binding on the Holder.
(d) EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may not be sold, transferred, assigned or hypothecated except with the consent of the Company, which consent shall not be unreasonably withheld. Any such assignment shall be made by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and fund sufficient to pay any transfer tax; whereupon the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument or assignment and this Warrant shall promptly be cancelled. This Warrant may be divided or combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall be the legal valid and binding obligation of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.
(e) RIGHTS OF THE HOLDERS. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in the Warrant and are not enforceable against the Company except to the extent set forth herein.
(f) NOTICE. Any notices or certificates by the Company to the Holder and by the Holder to the Company shall be deemed delivered if in writing and delivered personally or sent by certified mail, to the Holder, addressed in care of Holder, XXX, at ___________________________________________________, or if the Holder has designated, by notice in writing to the Company, any other address, to such other address, and if to the Company, addressed to it, THUNDER MOUNTAIN GOLD, INC., 11770 W. President Drive, Ste. F, Boise, Idaho 83713, United States of America. The Company may change its address by written notice to Holder and Holder may change its address by written notice to the Company.
(g) RESTRICTED TRANSFER. After exercise of the Warrant granted herein, for a period of Eighteen (18) months from the date hereof, the Holder will not, offer, pledge, sell, transfer, gift, assign, contract to sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, pursuant to Rule 144 promulgated under the Act ("Rule 144") or otherwise, any shares of the Common Stock beneficially owned by the undersigned within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") that were issued pursuant to the exercise of the Warrant granted herein.
(I) Legend. All certificates representing Shares issued pursuant to exercise of this Warrant shall be endorsed with a restrictive legend reflecting paragraph (g).
(II) Effect of Violative Transfer. Unless this Agreement is terminated as set forth in paragraph (l) or exempt under Section III below, any attempt by Holder to transfer Shares in violation of the terms of paragraph (g) of this Warrant Agreement shall be void and the Company will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares.
(III) Exempt Transfers. Except for the termination of this agreement under the provisions of subparagraph (k), the provisions of paragraph (g) shall not apply to (i) any transfer to the ancestors, descendants (including adopted children) or spouse of a Restricted Shareholder upon the death of Holder; or (ii) any transfer to any other person associated or affiliated with Holder; provided that (A) the transferring Holder or his Legal Representative shall inform the Company of such transfer prior to effecting it and (B) the transferee shall furnish the Company with a written agreement to be bound by and comply with all provisions of this Agreement, which includes a restriction on transfer of such shares without the consent of the Company. Such transferred Shares shall remain "Shares" hereunder, and such assignee or transferee shall be treated as a "Shareholder" for purposes of this Agreement.
(IV) The Holder agrees that the Company may instruct its transfer agent to impose such transfer restrictions on the shares represented by certificates bearing the legend referred to in paragraph (g) above to enforce the provisions of this Agreement and the Company agrees promptly to do so. The legend shall be removed upon termination of this Agreement. The Company agrees to bear all costs of transfer, including removal of any restrictive stock legend, issuance of new stock certificates, as well as all costs and expense of opinions of counsel under Rule 144.
(h) TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933.
(1) This Warrant or the Common Stock or any other security issued or issuable upon exercise of this Warrant, unless registered, may not be sold, transferred or otherwise disposed of except to a person who, in the opinion of counsel for the Company, is a person to whom this Warrant or such Common Stock may legally be transferred without registration and without the delivery of a current prospectus under the Securities Act with respect thereto and then only against receipt of any agreement of such person to comply with the provisions of federal and/or state securities laws with respect to any resale or other disposition of such securities.
(2) Representations and Warranties of Holder. The Holder hereby represents and warrants to the Company:
(i) The Holder understands that this Warrant Certificate and the Common Stock to be issued herein, HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, THE STATE OF NEVADA, THE STATE OF IDAHO, OR ANY OTHER STATE SECURITIES AGENCIES.
(ii) The Holder is not an underwriter and would be acquiring this Warrant Certificate and the Common Stock to be issued, solely for investment for its own account and not with a view to, or for, resale in connection with any distribution of stock within the meaning of the Federal Securities Acts, the Idaho State Securities Act, or any other applicable State Securities Acts.
(iii) The Holder understands the speculative nature and risks of investments associated with the Company, and confirms that this Warrant Certificate and the Common Stock to be issued would be suitable and consistent with its investment program and that its financial position enables it bear the risks of this investment; and that there may not be any public market for this Warrant Certificate and the Common Stock to be issued herein.
(iv) This Warrant Certificate and the Common Stock to be issued herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company, and the prior opinion of counsel for the Company, that such disposition will not violate Federal and/or State Securities Acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, giving, and any form of conveying, whether voluntary or not.
(v) The Holder has fully reviewed or had the opportunity to review the economic consequences of this Warrant Certificate and the Common Stock to be issued, with its attorney and/or other financial advisor, has been afforded access to the books and records of the Corporation (including tax returns) and is or has had the opportunity to become fully familiar with the financial affairs of the Corporation.
(vi) The Holder is not entitled by virtue of ownership of this Warrant Certificate to any rights whatsoever as a Shareholder of the Company either at law or in equity, including, without limitation, the right to vote and to receive dividends and other distributions.
(vii) Holder confirms that it is an "accredited investor" within the meaning of SEC Regulation "D" or the undersigned, along or together with its purchaser representative(s) has such knowledge and experience in financial and business matters that it, or Holder and such representative(s) together, are capable of evaluating the merits and risks of an investment in the Company and of making an informed investment decision.
(viii) Holder confirms that it is able (i) to bear the economic risk of the investment, (ii) to hold the Warrant and Common Stock for an indefinite period of time, and (iii) to afford a complete loss of its investment; and represents that it has adequate means of providing for its current needs and possible personal contingencies, and that it has no need for liquidity in this investment; (iv) this investment is suitable for Holder based upon its investment holdings and financial situation and needs, and this investment does not exceed ten percent of Holder's net worth; and Holder is familiar with the Company.
(i) APPLICABLE LAW. This Warrant shall be governed by, and construed in accordance with the internal laws of the state of Nevada (without reference to its rules governing the choice or conflict of laws that would cause the laws of any other jurisdiction to be applied), and the parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of Nevada with respect to the enforcement of any arbitration decision related to this Warrant Agreement. Any controversy arising out of, connected to, or relating to any matters herein of the transactions between the Holder and the Company (including for purposes of arbitration, officers, directors, employees, controlling persons, affiliates, professional advisors, attorneys, agents, or promoters of the Company), on behalf of the undersigned, or this Warrant Agreement, or the breach thereof, including, but not limited to any claims of violations of Federal and/or State Securities Acts, Banking Statutes, Consumer Protection Statutes, Federal and/or State anti-Racketeering (e.g. RICO) claims as well as any claims relating or deriving from Securities, or underlying securities law and any State Law claims of fraud, negligence, negligent misrepresentations, and/or conversion shall be settled by arbitration; and in accordance with this paragraph and judgment on the arbitrator's award may be entered in any court having jurisdiction thereof in accordance with the provisions of Nevada Law. The Purchaser waives any right to punitive damage claims. In the event of such a dispute, each party to the conflict shall select an arbitrator, both of whom shall then select a third arbitrator, which shall constitute the three person arbitration board. The decision of a majority of the board of arbitrators, who shall render their decision within thirty (30) days of appointment of the final arbitrator, shall be binding upon the parties. Venue for any arbitration shall lie in Boise, Idaho.
(k) COMPLIANCE WITH THE 1933 ACT.
(1) Neither this Warrant nor the Common Stock issuable upon exercise thereof have been registered under the 1933 Act or under the laws of any state of the United States. This Warrant or the Common Stock or any other security issued or issuable upon exercise of this Warrant, may not be sold, transferred or otherwise disposed of unless registered under the 1933 or pursuant to an exemption from the registration requirements of the 1933 Act and all applicable state securities laws.
(2) By accepting this Warrant, the Holder hereby represents and warrants to the Company: that this Warrant and the Common Stock to be issued herein, have not been approved or disapproved by the United States Securities and Exchange Commission, the State of Nevada, any other state securities agencies, or foreign jurisdictions and that it's representations and warranties to the Company as set forth in paragraph (h)(2) herein are true and correct on the date hereof.
(3) The Warrants represented by this Warrant Certificate may only be exercised by or on behalf of a holder who, at the time of exercise, either:
(i) provides written confirmation that the undersigned was the original Holder and the representations and warranties made to the Company in paragraph (h)(2) herein delivered in connection with the acquisition of the Warrants remain true and correct on the Exercise Date; or
(ii) provides a written opinion of counsel, in a form and from counsel reasonably acceptable to the Company, that the Common Stock to be delivered upon exercise of the Warrants are exempt from such registration requirements, the 1933 Act and the securities laws of all applicable states of the United States.
(l) TERMINATION. This Option Certificate, in all events shall be wholly void and have no effect after 5 p.m. Boise, Idaho time on December 6, 2027.
Dated this 6th day of April, 2018.
COMPANY:
THUNDER MOUNTAIN GOLD, INC.
By:
Eric T. Jones, President and CEO
ATTEST:
____________________________________________________
THMG / CFO
HOLDER:
XXX
By:
Title:
[The remainder of this page is intentionally left blank]
Purchase Form to be used to exercise Warrant:
THUNDER MOUNTAIN GOLD, INC.
(a Nevada Corporation)
11770 W. President Dr., Ste. F, Boise, Idaho 83713
Date: _____________, 20____
The undersigned hereby elects irrevocably to exercise the within Warrant and to purchase _______ shares of the common Stock of the Company called for thereby, and hereby makes payment of $ (at the rate of $0.10 per share of the Common Stock) in payment of the Exercise Price pursuant thereto. Please issue the shares of the Common Stock as to which this Warrant is exercised in accordance with the instructions given below.
The capitalized terms used herein have the meanings set forth in the Warrant. In connection with the exercise of the warrant certificate, the undersigned represents as follows: (Please check the ONE box applicable):
☐ 1. The undersigned hereby certifies that (i) it was the original Holder of the Warrant at the time they were issued, (ii) it is an Accredited Investor and (iii) the representations and warranties made to the Company in connection with the acquisition of the Warrant remain true and correct on the date of this subscription form.
☐ 2. The undersigned is delivering a written opinion of counsel to the effect that the Warrant and the Common Stock to be delivered upon exercise hereof are exempt from registration requirements of United States Securities Act of 1933 as amended (the "US Securities Act").
If any Warrants represented by this Warrant certificate are not being exercised, a new Warrant certificate will be issued and delivered with the Common Share certificates.
Signature: ______________________________________
Signature Guaranteed: _________________________
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name: __________________________________________________
(Print in Block Letters)
Address: _________________________________________________
******************************************
NOTICE: The signature to the form to exercise must correspond with the name as written upon the face of the within Warrant in every particular without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.
THIS COMMON STOCK WARRANT, THE WARRANT EVIDENCED HEREBY, AND THE COMMON STOCK TO BE ISSUED PURSUANT TO SUCH WARRANT, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR ANY STATE SECURITIES ACTS, BUT HAS BEEN ISSUED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL EITHER (i) THE HOLDER THEREOF SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION THEREOF UNDER THE SECURITIES ACT IS NOT REQUIRED OR (ii) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT THERETO SHALL HAVE BECOME EFFECTIVE.
| No. _________ | Warrants for _______ Shares |
VOID AFTER 5 P.M. BOISE, IDAHO TIME, ON May 15, 2027.
Warrant to Purchase
________ Shares of
Common Stock of
THUNDER MOUNTAIN GOLD, INC.
WARRANT TO PURCHASE COMMON STOCK
This is to Certify that, FOR VALUE RECEIVED, ________________________, or registered assigns ("Holder") is entitled to purchase, subject to the provisions of this Warrant, from THUNDER MOUNTAIN GOLD, INC., a Nevada corporation ("Company"), at any time on or after May 15, 2025, and not later that 5:00 p.m. Boise, Idaho time on May 15, 2027, YYY shares of Common Stock, $0.005 par value per share, of the Company ("Common Stock"). The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for a share of common stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock delivered or deliverable upon such exercise, as adjusted from time to time, are hereinafter sometimes referred to as "Warrant Stock" and the exercise price of a share of common Stock in effect at any time as is adjusted from time to time is hereinafter sometimes referred to as the "Exercise Price". Prior to any adjustments called for hereunder, the Exercise Price shall be $0.18 per share through May 15, 2027.
(a) EXERCISE OF WARRANT. Subject to the terms and conditions herein, this Warrant may be exercised in whole or in part at any time or from time to time on or after May 15, 2025, but not later than 5:00 p.m. Boise, Idaho, time on May 15, 2027, or if May 15, 2027 is a day on which banking institution are authorized by law to close, then on the next succeeding day which shall not be such a day, by presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the number of shares specified in such form, together with all federal and state taxes applicable upon exercise. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the right of the Holder to purchase the balance of the shares purchasable hereunder. Upon receipt by the Company of this Warrant at the office or agency of the Company, in proper form for exercise, together with payment of the Exercise Price the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder.
(b) RESERVATION OF SHARES. The Company hereby agrees that at all times there shall be reserved for issuance and/or delivery upon exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance or delivery upon exercise of this Warrant.
(c) FRACTIONAL SHARES. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the current market value of such fractional share, determined as follows:
(1) If the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such exchange, the current value shall be the last reported sale price of the common Stock on such exchange on the last business day prior to the date of exercise of this Warrant or if no such sale is made on such day, the average of the closing bid and asked price for such day on such exchange; or
(2) If the Common Stock is not so listed or admitted to unlisted trading privileges, the current value shall be the mean of the closing bid and asked prices reported by the National Association of Securities Dealers Automated Quotation System, Inc. (or, if not so quoted on NASDAQ, by the National Quotation Bureau, Inc.) on the last business day prior to the day of the exercise of this Warrant; or
(3) If the Common Stock is not so listed or admitted to unlisted trade privileges and bid and asked prices are not so reported, the current value, determined in such reasonable manner as may be prescribed by the Board of Directors of the Company, such determination to be final and binding on the Holder.
(d) EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may not be sold, transferred, assigned or hypothecated except with the consent of the Company, which consent shall not be unreasonably withheld. Any such assignment shall be made by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and fund sufficient to pay any transfer tax; whereupon the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument or assignment and this Warrant shall promptly be cancelled. This Warrant may be divided or combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall be the legal valid and binding obligation of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.
(e) RIGHTS OF THE HOLDERS. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in the Warrant and are not enforceable against the Company except to the extent set forth herein.
(f) NOTICE. Any notices or certificates by the Company to the Holder and by the Holder to the Company shall be deemed delivered if in writing and delivered personally or sent by certified mail, to the Holder, addressed in care of Holder _________________________________________, at ___________________________________________________, or if the Holder has designated, by notice in writing to the Company, any other address, to such other address, and if to the Company, addressed to it, THUNDER MOUNTAIN GOLD, INC., 11770 W. President Drive, Ste. F, Boise, Idaho 83713, United States of America. The Company may change its address by written notice to Holder and Holder may change its address by written notice to the Company.
(g) RESTRICTED TRANSFER. After exercise of the Warrant granted herein, for a period of Eighteen (18) months from the date hereof, the Holder will not, offer, pledge, sell, transfer, gift, assign, contract to sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, pursuant to Rule 144 promulgated under the Act ("Rule 144") or otherwise, any shares of the Common Stock beneficially owned by the undersigned within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") that were issued pursuant to the exercise of the Warrant granted herein.
(I) Legend. All certificates representing Shares issued pursuant to exercise of this Warrant shall be endorsed with a restrictive legend reflecting paragraph (g).
(II) Effect of Violative Transfer. Unless this Agreement is terminated as set forth in paragraph (l) or exempt under Section III below, any attempt by Holder to transfer Shares in violation of the terms of paragraph (g) of this Warrant Agreement shall be void and the Company will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares.
(III) Exempt Transfers. Except for the termination of this agreement under the provisions of subparagraph (k), the provisions of paragraph (g) shall not apply to (i) any transfer to the ancestors, descendants (including adopted children) or spouse of a Restricted Shareholder upon the death of Holder; or (ii) any transfer to any other person associated or affiliated with Holder; provided that (A) the transferring Holder or his Legal Representative shall inform the Company of such transfer prior to effecting it and (B) the transferee shall furnish the Company with a written agreement to be bound by and comply with all provisions of this Agreement, which includes a restriction on transfer of such shares without the consent of the Company. Such transferred Shares shall remain "Shares" hereunder, and such assignee or transferee shall be treated as a "Shareholder" for purposes of this Agreement.
(IV) The Holder agrees that the Company may instruct its transfer agent to impose such transfer restrictions on the shares represented by certificates bearing the legend referred to in paragraph (g) above to enforce the provisions of this Agreement and the Company agrees promptly to do so. The legend shall be removed upon termination of this Agreement. The Company agrees to bear all costs of transfer, including removal of any restrictive stock legend, issuance of new stock certificates, as well as all costs and expense of opinions of counsel under Rule 144.
(h) TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933.
(1) This Warrant or the Common Stock or any other security issued or issuable upon exercise of this Warrant, unless registered, may not be sold, transferred or otherwise disposed of except to a person who, in the opinion of counsel for the Company, is a person to whom this Warrant or such Common Stock may legally be transferred without registration and without the delivery of a current prospectus under the Securities Act with respect thereto and then only against receipt of any agreement of such person to comply with the provisions of federal and/or state securities laws with respect to any resale or other disposition of such securities.
(2) Representations and Warranties of Holder. The Holder hereby represents and warrants to the Company:
(i) The Holder understands that this Warrant Certificate and the Common Stock to be issued herein, HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, THE STATE OF NEVADA, THE STATE OF IDAHO, OR ANY OTHER STATE SECURITIES AGENCIES.
(ii) The Holder is not an underwriter and would be acquiring this Warrant Certificate and the Common Stock to be issued, solely for investment for its own account and not with a view to, or for, resale in connection with any distribution of stock within the meaning of the Federal Securities Acts, the Idaho State Securities Act, or any other applicable State Securities Acts.
(iii) The Holder understands the speculative nature and risks of investments associated with the Company, and confirms that this Warrant Certificate and the Common Stock to be issued would be suitable and consistent with its investment program and that its financial position enables it bear the risks of this investment; and that there may not be any public market for this Warrant Certificate and the Common Stock to be issued herein.
(iv) This Warrant Certificate and the Common Stock to be issued herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company, and the prior opinion of counsel for the Company, that such disposition will not violate Federal and/or State Securities Acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, giving, and any form of conveying, whether voluntary or not.
(v) The Holder has fully reviewed or had the opportunity to review the economic consequences of this Warrant Certificate and the Common Stock to be issued, with its attorney and/or other financial advisor, has been afforded access to the books and records of the Corporation (including tax returns) and is or has had the opportunity to become fully familiar with the financial affairs of the Corporation.
(vi) The Holder is not entitled by virtue of ownership of this Warrant Certificate to any rights whatsoever as a Shareholder of the Company either at law or in equity, including, without limitation, the right to vote and to receive dividends and other distributions.
(vii) Holder confirms that it is an "accredited investor" within the meaning of SEC Regulation "D" or the undersigned, along or together with its purchaser representative(s) has such knowledge and experience in financial and business matters that it, or Holder and such representative(s) together, are capable of evaluating the merits and risks of an investment in the Company and of making an informed investment decision.
(viii) Holder confirms that it is able (i) to bear the economic risk of the investment, (ii) to hold the Warrant and Common Stock for an indefinite period of time, and (iii) to afford a complete loss of its investment; and represents that it has adequate means of providing for its current needs and possible personal contingencies, and that it has no need for liquidity in this investment; (iv) this investment is suitable for Holder based upon its investment holdings and financial situation and needs, and this investment does not exceed ten percent of Holder's net worth; and Holder is familiar with the Company.
(i) APPLICABLE LAW. This Warrant shall be governed by, and construed in accordance with the internal laws of the state of Nevada (without reference to its rules governing the choice or conflict of laws that would cause the laws of any other jurisdiction to be applied), and the parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of Nevada with respect to the enforcement of any arbitration decision related to this Warrant Agreement. Any controversy arising out of, connected to, or relating to any matters herein of the transactions between the Holder and the Company (including for purposes of arbitration, officers, directors, employees, controlling persons, affiliates, professional advisors, attorneys, agents, or promoters of the Company), on behalf of the undersigned, or this Warrant Agreement, or the breach thereof, including, but not limited to any claims of violations of Federal and/or State Securities Acts, Banking Statutes, Consumer Protection Statutes, Federal and/or State anti-Racketeering (e.g. RICO) claims as well as any claims relating or deriving from Securities, or underlying securities law and any State Law claims of fraud, negligence, negligent misrepresentations, and/or conversion shall be settled by arbitration; and in accordance with this paragraph and judgment on the arbitrator's award may be entered in any court having jurisdiction thereof in accordance with the provisions of Nevada Law. The Purchaser waives any right to punitive damage claims. In the event of such a dispute, each party to the conflict shall select an arbitrator, both of whom shall then select a third arbitrator, which shall constitute the three person arbitration board. The decision of a majority of the board of arbitrators, who shall render their decision within thirty (30) days of appointment of the final arbitrator, shall be binding upon the parties. Venue for any arbitration shall lie in Boise, Idaho.
(k) COMPLIANCE WITH THE 1933 ACT.
(1) Neither this Warrant nor the Common Stock issuable upon exercise thereof have been registered under the 1933 Act or under the laws of any state of the United States. This Warrant or the Common Stock or any other security issued or issuable upon exercise of this Warrant, may not be sold, transferred or otherwise disposed of unless registered under the 1933 or pursuant to an exemption from the registration requirements of the 1933 Act and all applicable state securities laws.
(2) By accepting this Warrant, the Holder hereby represents and warrants to the Company: that this Warrant and the Common Stock to be issued herein, have not been approved or disapproved by the United States Securities and Exchange Commission, the State of Nevada, any other state securities agencies, or foreign jurisdictions and that it's representations and warranties to the Company as set forth in paragraph (h)(2) herein are true and correct on the date hereof.
(3) The Warrants represented by this Warrant Certificate may only be exercised by or on behalf of a holder who, at the time of exercise, either:
(i) provides written confirmation that the undersigned was the original Holder and the representations and warranties made to the Company in paragraph (h)(2) herein delivered in connection with the acquisition of the Warrants remain true and correct on the Exercise Date; or
(ii) provides a written opinion of counsel, in a form and from counsel reasonably acceptable to the Company, that the Common Stock to be delivered upon exercise of the Warrants are exempt from such registration requirements, the 1933 Act and the securities laws of all applicable states of the United States.
(l) TERMINATION. This Option Certificate, in all events shall be wholly void and have no effect after 5 p.m. Boise, Idaho time on May 15, 2027.
Dated this 6th day of April, 2018.
COMPANY:
THUNDER MOUNTAIN GOLD, INC.
By:
Eric T. Jones, President and CEO
ATTEST:
________________________________________________________
Larry Thackery, Secretary / CFO
HOLDER:
XXX
By:
Title:
[The remainder of this page is intentionally left blank]
Purchase Form to be used to exercise Warrant:
THUNDER MOUNTAIN GOLD, INC.
(a Nevada Corporation)
11770 W. President Dr., Ste. F, Boise, Idaho 83713
Date: _____________, 20____
The undersigned hereby elects irrevocably to exercise the within Warrant and to purchase _______ shares of the common Stock of the Company called for thereby, and hereby makes payment of $ (at the rate of $0.10 per share of the Common Stock) in payment of the Exercise Price pursuant thereto. Please issue the shares of the Common Stock as to which this Warrant is exercised in accordance with the instructions given below.
The capitalized terms used herein have the meanings set forth in the Warrant. In connection with the exercise of the warrant certificate, the undersigned represents as follows: (Please check the ONE box applicable):
☐ 1. The undersigned hereby certifies that (i) it was the original Holder of the Warrant at the time they were issued, (ii) it is an Accredited Investor and (iii) the representations and warranties made to the Company in connection with the acquisition of the Warrant remain true and correct on the date of this subscription form.
☐ 2. The undersigned is delivering a written opinion of counsel to the effect that the Warrant and the Common Stock to be delivered upon exercise hereof are exempt from registration requirements of United States Securities Act of 1933 as amended (the "US Securities Act").
If any Warrants represented by this Warrant certificate are not being exercised, a new Warrant certificate will be issued and delivered with the Common Share certificates.
Signature: ______________________________________
Signature Guaranteed: ____________________________
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name: __________________________________________________
(Print in Block Letters)
Address: ________________________________________________
******************************************
NOTICE: The signature to the form to exercise must correspond with the name as written upon the face of the within Warrant in every particular without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.
THIS OPTION CERTIFICATE, THE OPTION EVIDENCED HEREBY, AND THE COMMON STOCK TO BE ISSUED PURSUANT TO SUCH OPTION, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR ANY STATE SECURITIES ACTS, BUT HAS BEEN ISSUED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL EITHER (i) THE HOLDER THEREOF SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION THEREOF UNDER THE SECURITIES ACT IS NOT REQUIRED OR (ii) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT THERETO SHALL HAVE BECOME EFFECTIVE.
| No. __________ | _______ Options |
OPTION CERTIFICATE
Option to subscribe for and purchase shares
of Common Stock, par value $0.05, of
THUNDER MOUNTAIN GOLD, INC.
THIS CERTIFIES that, for value received, _________, the "Optionee", or registered successors and assigns (The "Holder" or "Participant"), is the owner of the number of options (the "Optionee") set forth above, each of which entitles the owner thereof, to purchase from THUNDER MOUNTAIN GOLD, INC., a Nevada corporation (the "Company"), at any time during the period from ______________________________________________________, one share of Common Stock, par value $0.05, of the Company (individually, a "Common Share" and collectively, the "Common Shares"), at an initial exercise price of $______________ per share, subject to adjustment from time to time pursuant to the provisions of Section 2. For purposes of this Option Certificate, the term "Common Shares" shall mean the class of capital stock of the Company designated Common Stock, par value $0.05, as constituted on the date hereof, and any other class of capital stock of the Company resulting from successive changes or reclassification of the Common Shares.
1. Exercise of Option. The Options evidenced hereby may be exercised by the registered holder hereof, in whole or in part, by the surrender of this Option Certificate, duly endorsed (unless endorsement is waived by the Company), at the principal office of the Company (or at such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof at such Holder's last address appearing on the books of the Company) and upon payment to the Company by cash, cashier's check, or certified check(s), payable to the order of the Company of the purchase price of the Common Shares purchased, or by cashless exercise. The Company agrees that the Common Shares so purchased shall be deemed to be issued to the registered holder hereof on the date on which this Option Certificate shall have been surrendered and payment made for such Common Shares as aforesaid; provided, however, that no such surrender and payment on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person entitled to receive such Common Shares as the record holder thereof on such date, but such surrender and payment shall be effective to constitute the persons entitled to receive such Common Shares as the record holder hereof for all purposes immediately after the opening of business on the next succeeding day on which such stock transfer books are open. The certificate(s) for such Common Shares shall be delivered to the registered holder hereof within a reasonable time, not exceeding ten days, after the Option evidenced hereby shall have been so exercised and a new Option Certificate evidencing the number of Options, if any, remaining unexercised shall also be issued to the registered holder within such time unless such Options shall have expired, subject to subparagraph 1(a) below and Section 10 herein. No fractional Common Shares of the Company, or scripts for any such fractional shares, shall be issued upon the exercise of any Options.
(a) Minimum Exercise. The exercise of this Option shall be for not less than ________ shares of Common Stock.
(b) Vesting; Exercise of Options. Subject to the provisions of paragraph (c) herein, an option shall immediately vest and become nonforfeitable and exercisable.
(c) Payment. The aforesaid right to purchase Option Stock may only be exercised by the Holder within the time required hereinbefore set out by:
(i) duly completing in the manner indicated and executing the Purchase Form attached hereto;
(ii) surrendering this Option Certificate to the Company at its principal office at 11770 W. President Dr., Ste. F, Boise, Idaho 83713, or at such other principal office address as the Company may reasonably designate in writing from time-to-time; and
(iii) paying the appropriate Exercise Price for the Option Stock subscribed for either by:
(I) a certified check or bank draft payable at par to the order of the Company; or
(II) a written notice to the Company that the Holder is exercising the Option (or a portion thereof) on a "cashless" basis in exchange for that number of shares of Option Stock equal to the product of (x) the number of shares as to which such Option, or portion thereof, is being exercised multiplied by (y) a fraction, the numerator of which is the Fair Market Value (as hereinafter defined) of the Option Stock less the Exercise Price and the denominator of which is such Fair Market Value.
Solely for the purposes of this Section 1(c)(ii), Fair Market Value shall be calculated either (i) on the date on which the Purchase Form annexed to such Option Certificate as to such exercise is received by the Company (the "Notice Date") or (ii) as the average of the Fair Market Values for each of the five trading days preceding the Notice Date, whichever results in a higher Fair Market Value. "Fair Market Value" means as to any security, the average closing prices of such security's sales on the National Association of Securities Dealers electronic over-the-counter bulletin board ("OTCBB"), or Toronto Stock Exchange - Venture Exchange, or if not quoted on the OTCBB, the primary securities exchanges on which such security may at the time be listed (the "Principal Market") for the day as of which "Fair Market Value" is being determined, or, if there have been no sales on any such exchanges on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day. If the Common Stock is not listed or admitted to unlisted trade privileges and bid and asked prices are not so reported, the Fair Market Value shall be determined in such reasonable manner as may be prescribed by the Board of Directors of the Company.
By way of illustration for the purposes of this Section 1(c)(ii), the Holder may elect to receive shares equal to the value of this Option (or the portion thereof being canceled) by surrender of this Option, computed using the following formula:
X = Y(A-B)/A
Where:
X = The number of shares of Common Stock to be issued to the Holder
Y = The number of Shares purchasable under this Option (at the date of such calculation) with respect to which this Option is exercised
A = The Fair Market Value of one share of Common Stock (at the date of exercise of this Option)
B = The Exercise Price (as adjusted to the date of such calculation)
Upon said surrender and payment, the Company will issue to the Holder named in the Purchase Form, the number of shares of Option Stock subscribed for and the said Holder will become a shareholder of the Company in respect of the said Option Stock as of the date of said surrender and payment, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder. Within five (5) business days of said surrender and payment, the Company will mail to said person at the address specified in the Purchase Form a certificate or certificates evidencing the Option Stock subscribed for.
2. Other Notices. If any time prior to the expiration of the Options evidenced hereby:
(a) The Company shall declare any dividend on the Common Shares payable in shares of capital stock of the Company, cash or other property; or
(b) The Company shall authorize the issue of any options, warrants or rights pro rata to all holders of Common Shares entitling them to subscribe for or purchase any shares of stock of the Company or to receive any other rights; or
(c) The Company shall authorize the distribution pro rata to all holders of Common Shares of evidences of its indebtedness or assets excluding cash dividends or cash distributions paid out of retained earnings or retained surplus); or
(d) There shall occur any reclassification of the Common Shares, or any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of the Common Shares) or a sale or transfer to another corporation of all or substantially all of the properties of the Company; or
(e) There shall occur the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company;
then, and in each of such cases, the Company shall deliver to the registered holder hereof, at the last known address of such holder appearing on the books of the Company, as promptly as practicable but in any event at least 15 days prior to the applicable record date (or determination date) mentioned below, a notice stating, to the extent such information is available, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or rights, or, if a record is not to be taken, the date as of which the holders of Common Shares of record to be entitled to such dividend, distribution or rights are to be determined, or (ii) the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding up is expected to become effective and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding up.
3. Representations and Warranties of the Company. The Company represents and warrants to and covenants with the registered holder hereof as follows:
(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Idaho, is duly qualified and in good standing under the laws of any foreign jurisdiction where the failure to be so qualified would have a material adverse effect on its ability to perform its obligations under the Options evidenced by the Option Certificate and it has full corporate power and authority to issue the Options and to carry out the provisions of the Options evidence by this Option Certificate.
(b) The issuance, execution and delivery of this Option Certificate has been duly authorized by all necessary corporate action on the part of the Company and each of the Options evidenced by this Option Certificate constitutes the valid and legally binding obligation of the Company, enforceable against it in accordance with the terms hereof, except as such enforceability may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors' rights, by general principles of equity and by limitations on the availability of equitable remedies.
4. Company to Provide Stock. The Company covenants and agrees that all shares of capital stock of the Company which may be issued upon the exercise of the Options evidenced hereby will be duly authorized, validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof to the registered holder hereof. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate for stock in a name other than that of the registered holder of this Option Certificate, and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company further covenants and agrees that during the period within which the Options evidenced hereby may be exercised, the Company will at all times reserve such number of shares of its capital stock as may be sufficient to permit the exercise in full of the Options evidenced hereby.
5. Registered Holder. The registered holder of this Option Certificate shall be deemed the owner hereof and of the Options evidenced hereby for all purposes. The registered holder of its Option Certificate shall not be entitled by virtue of ownership of this Option Certificate to any rights whatsoever as a shareholder of the Company either at law or in equity, including, without limitation, the right to vote and to receive dividends and other distributions.
6. Transfer. This Option Certificate and the options evidenced hereby may not be sold, transferred, pledged, hypothecated or otherwise disposed of except by will the Laws of Descent and Distribution, or other testamentary transfer. Each taker and holder of this Option Certificate, the Options evidenced hereby and any shares of capital stock of the Company issued upon exercise of any such options, by taking or holding the same, consents to and agrees to be bound by the provisions of this Section 6.
7. Company to Provide Reports, Etc. While this Option Certificate remains outstanding, the Company may mail to the persons in whose name this Option Certificate is registered copies of all reports and correspondence which the Company mails to its stockholders. The Option Holder shall have the duty and responsibility to request copies of all reports and correspondence which the Company mails to its shareholders.
8. Lost Certificates. Upon receipt by the Company at its principal office of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Option Certificate, and in the case of any such loss, theft, or destruction, upon delivery of indemnity reasonably satisfactory to the Company or, in case of any such mutilation upon surrender and cancellation of this Option Certificate, the Company will issue a new Option Certificate of like tenor in lieu of this Option Certificate.
9. Expiration. This Option Certificate, in all events shall be wholly void and have no effect after 5 p.m. (Pacific Daylight Time) on July 19, 2021.
10 Severability. In the event that one or more of the provisions of this Option Certificate shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or un-enforceability shall not affect any other provision of this Option Certificate, but this Option Certificate shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
11. Governing Law. This Option Certificate shall be governed by and construed in accordance with the laws of the State of Idaho applicable to agreements made and to be entirely performed within such State.
12. Arbitration. Any controversy arising out of, connected to, or relating to any matters herein of the transactions between Holder and Company (including for purposes of arbitration, officers, directors, employees, controlling persons, affiliates, professional advisors, agents or promoters of the Company), on behalf of the undersigned, or this Agreement, or the breach thereof, including, but not limited to any claims or violations of Federal and/or State Securities Acts, Banking Statutes, Consumer Protection Statutes, Federal and/or State anti-racketeering (e.g. RICO) claims as well as any common law claims and any State Law claims of fraud, negligence, negligent misrepresentations, conversion, unlawful termination, shall be settled by arbitration; and in accordance with this paragraph and judgment on the arbitrator's award may be entered in any court having jurisdiction thereof in accordance with the provisions of Idaho law. In the event of such a dispute, each party to the conflict shall select an arbitrator, who then selects a third arbitrator, which shall constitute the three persons arbitration board. The decision of a majority of the Board of Arbitrators who shall render their decision within thirty (30) days of appointment of the final arbitrator, shall be binding upon the parties. Holder and Company agree to confer jurisdiction and venue to hear all matters regarding this Agreement upon the District Court of Idaho for Ada County; and the prevailing party on any action to enforce rights hereunder shall be entitled, in addition to any awarded damages, their costs and reasonable attorney's fees, whether at arbitration or on appeal.
13. Representations and Warranties of Holder. The Holder hereby represents and warrants to the Company:
(a) Neither this Option nor the Common Stock issuable upon exercise thereof have been registered under the 1933 Act or under the laws of any state of the United States. This Option or the Common Stock or any other security issued or issuable upon exercise of this Option, may not be sold, transferred or otherwise disposed of unless registered under the 1933 or pursuant to an exemption from the registration requirements of the 1933 Act and all applicable state securities laws.
(b) By accepting this Option, the Holder hereby represents and warrants to the Company: that this Option and the Common Stock to be issued herein, have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities agencies, or foreign jurisdictions and that it's representations and warranties to the Company as set forth herein are true and correct on the date hereof.
(c) Options represented by this Option Certificate may only be exercised by or on behalf of a holder who, at the time of exercise:
(i) provides written confirmation that the undersigned was the original Holder; and,
(ii) provides a written opinion of counsel, in a form and from counsel reasonably acceptable to the Company, that the Common Stock to be delivered upon exercise of the Options are exempt from such registration requirements, the 1933 Act and the securities laws of all applicable states of the United States.
(d) The certificates evidencing the Common Shares shall bear the following legend:
"THE COMMON STOCK HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR ANY STATE SECURITIES ACTS, BUT HAS BEEN ISSUED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL EITHER (i) THE HOLDER(S) THEREOF SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION THEREOF UNDER THE SECURITIES ACT IS NOT REQUIRED OR (ii) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT THERETO SHALL HAVE BECOME EFFECTIVE."
(e) To the extent that any Federal and/or State Securities laws shall require, the Holder hereby agrees that: (1) any shares acquired pursuant to this Option Certificate shall be without preference as to dividends, assets, or voting rights and shall have no greater or lesser rights per share than the securities issued for cash or its equivalent; (2) any shares acquired pursuant to this Option Certificate shall be subordinated in favor of the securities to be sold to the public with respect to dividend rights or preferences and liquidation or other distribution rights or preferences in the event of a dissolution, liquidation, bankruptcy, receivership, or sale of all substantially all of such issuer's assets until such time as the purchasers of the public stock offering shall have received back their initial investment at which time all shareholders shall share pro-rata in any further distribution.
(f) The Holder has fully reviewed or had the opportunity to review the economic consequences of this Option Certificate and the Common Stock to be issued, with his attorney and/or other financial advisor, is a director of the Company, has been afforded access to the books and records of the Corporation (including tax returns) and is fully familiar with the financial affairs of the Corporation.
(g) The Holder is not entitled by virtue of ownership of this Option Certificate to any rights whatsoever as a shareholder of the Company either at law or in equity, including, without limitation, the right to vote and to receive dividends and other distributions.
14. Disclosure Required Under State Law. The grant of this Option Certificate is intended to be exempt from registration under the securities laws of Washington, Idaho, and other applicable states or Canadian Province. Holder may be required to make additional disclosures by the applicable securities laws and agrees to provide such additional disclosures as requested by Company upon written request.
15. Indemnification. Holder acknowledges that he understands the meaning and legal consequences of the representations and warranties contained herein, and hereby agrees to indemnify and hold harmless the Company and any other person or entity relying upon such information thereof from and against any and all loss, damage or liability due to or arising out of a breach of any representation, warranty, or acknowledgement of Holder contained in this Agreement.
16. No Prior Right or Award: Nothing in this option certificate, the option evidenced hereby, and the common stock to be issued pursuant to such option shall be deemed to give any employee or his/her legal representative or assigns, or any other person or entity claiming under or through him/her, any contract or other right to participate in the benefits of this Agreement. Nothing in this option certificate, the option evidenced hereby, and the common stock to be issued pursuant to such option shall be construed as constituting a commitment, guarantee, agreement, or understanding of any kind or nature that the Company shall engage or employ or shall continue to employ, or continue any other relationships with any individual, whether or not a Participant. This Agreement shall not affect in any way the right of the Corporation to terminate the employment or such relationship of any individual, whether or not a Participant, at any time.
17. Other Terms and Conditions: Any issues of governing terms and conditions not otherwise specified within these resolutions will be governed by the terms of the Stock Option Plan, incorporated by reference herein.
IN WITNESS WHEREOF, THUNDER MOUNTAIN GOLD, INC. has caused this Option Certificate to be signed by a duly authorized officer and this Option Certificate, to be effective ______________.
THUNDER MOUNTAIN GOLD, INC.
By:
Eric T. Jones
Title: President, Chief Executive Officer
Attest:
_______________________________________________________
______________ - Director and Compensation Committee Member
The foregoing terms and conditions of the Option Certificate are accepted and agreed to:
HOLDER:
________________________________________________________
Name:
FORM OF EXERCISE
(to be executed by the registered holder hereof)
The Undersigned hereby exercises ______________ options to subscribe for and purchase shares of Common Stock, par value $0.05 ("Common Shares"), of THUNDER MOUNTAIN GOLD, INC. evidenced by the within Option Certificate and herewith makes payment of the purchase price in full. Please issue the shares of the Common Stock as to which this Option is entitled in accordance with the instructions given below.
In connection with the exercise of the Option Certificate, the undersigned represents as follows: (Please check the ONE box applicable):
☐ 1. The undersigned hereby certifies that it was the original Holder of the Option Certificate; and,
☐ 2. The undersigned is delivering a written opinion of counsel to the effect that the Option Certificate and the Common Stock to be delivered upon exercise hereof are exempt from registration requirements of Securities Act of 1933 as amended, as well as applicable state securities acts.
Signature:
Signature Guaranteed:
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name:
(Print in Block Letters)
Address:
******************************************
NOTICE: The signature to the form to exercise must correspond with the name as written upon the face of the within Option in every particular without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.
The certificate for the unexercised balance, if any, of the Options evidenced by the within Option Certificate will be registered in the name of the undersigned.
Dated:
(Signature)
Instructions for registration of shares
_______________________________________________
Name (please print)
Social Security or Other Identifying
Number:
Address:
_______________________________________________
Street
_______________________________________________
City, State and Zip Code
Instructions for registration of certificate representing the unexercised balance of Options (if any)
_______________________________________________
Name (please print)
Social Security or Other Identifying
Number:
Address:
_______________________________________________
Street
_______________________________________________
City, State and Zip Code
THUNDER MOUNTAIN GOLD, INC.
11770 W. President Dr., Ste. F, Boise Idaho 83713
Eric@Thundermountaingold.com
| SUBSCRIPTION AGREEMENT |
THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF UNITS RELYING UPON ONE OR MORE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL SECURITIES LAWS. NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND THE CONSENT OF THE COMPANY. ACCORDINGLY, YOU MUST KEEP THIS AGREEMENT CONFIDENTIAL AND MAY NOT MAKE OR PROVIDE A COPY OF THIS AGREEMENT OR ANY RELATED DOCUMENTS TO ANYONE OTHER THAN YOUR OWN COUNSEL, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS AS TO TAX, ACCOUNTING AND OTHER RELATED MATTERS CONCERNING YOUR INVESTMENT IN THIS OFFERING AND ITS SUITABILITY FOR YOU.
THE COMPANY HAS THE RIGHT TO ACCEPT OR REJECT THIS SUBSCRIPTION, IN WHOLE OR IN PART, FOR ANY REASON AND AT ANY TIME PRIOR TO THE CLOSING DATE OF THIS OFFERING, NOTWITHSTANDING PRIOR RECEIPT BY THE SUBSCRIBER OF NOTICE OF ACCEPTANCE OF SUBSCRIPTION.
SUBSCRIPTION AGREEMENT
FOR UNITS OF
THUNDER MOUNTAIN GOLD, INC.
1. Share Subscription: The undersigned "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act of 1933 _______________________________________________________________("Subscriber"), a resident of __________________________________________, hereby subscribes for the purchase of (__________) Units (the "Units") at $0.12 per Unit of THUNDER MOUNTAIN GOLD, INC., a Nevada corporation (the "Company"), in consideration of the sum of $___________________________ dollars (the "Subscription Price") and submits the total Subscription Price with this subscription agreement.
Each Unit consists of one (1) share of common stock (the "Shares") and one-half (1/2) stock purchase warrant (the "Warrant(s)"). Two Half Warrants will entitle the holder to purchase one additional share of common stock of the Issuer for a two (2) year period following closing, at a price of $0.18 per share at any time until the two year anniversary of the closing.
This subscription is subject to the following terms and conditions:
a. Tender of Subscription Price: Subscriber tenders to the Company (i) the Subscription Price either by a check payable to the order of "THUNDER MOUNTAIN GOLD, INC." or a wire transfer to an account maintained by THUNDER MOUNTAIN GOLD, INC., pursuant to written instructions provided to Subscriber by the Company; and (ii) executed copies of this Subscription Agreement delivered to the Company at 11770 W. President Dr. Ste. F, Boise Idaho 83713, Attention: Eric T. Jones, or via email to: eric@thundermountaingold.com.
b. Closing: The Closing may take place on a rolling basis at any time after receipt by the Company of the consideration agreed to herein and receipt and acceptance of this Subscription Agreement for the Units (the "Closing"). The Units subscribed for herein, and the underlying Shares and Warrants, will not be deemed issued, granted, or owned by the Subscriber until the Subscription Agreement has been executed by the Subscriber and countersigned by the Company and all payments required to be made herein have been delivered and accepted by the Company.
c. Issuance of Securities: After the Closing, the Company will deliver the Units' underlying Shares and Warrants within thirty days to the Subscriber, with the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("ACT"), AS AMENDED, OR ANY OTHER APPLICABLE FEDERAL OR STATE SECURITIES ACTS; AND IS A RESTRICTED SECURITY AS DEFINED BY RULE 144 OF THE ACT. THE SECURITIES MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SHALL BE EFFECTIVE UNDER THE ACT OR ANY OTHER FEDERAL OR STATE SECURITIES ACTS OR AN EXEMPTION FROM REGISTRATION REQUIREMENTS UNDER THE ACT IS EFFECTIVE, AND, (2) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL FOR THE COMPANY THAT NO VIOLATIONS OF ANY SECURITIES ACTS WILL BE INVOLVED IN ANY TRANSFER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN THE SUBSCRIBER THEREOF AND THUNDER MOUNTAIN GOLD, INC. AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED AT ANY TIME WITHOUT THE PRIOR WRITTEN CONSENT OF THUNDER MOUNTAIN GOLD, INC."
d. The Units are being sold pursuant to the exemption from registration provided for in Rule 506(b) of Regulation D of the Securities Act of 1933, as amended, and Regulation S for Subscriber(s) who are domiciled outside of the United States (see the Regulation S Addendum to the Subscription Agreement, attached hereto and incorporated by reference).
2. Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Company, as well as the director(s) and officers of the Company, as follows:
a. General:
i. The subscriber understands that the Units and the underlying Shares and Warrants have not been approved or disapproved by the United States Securities and Exchange Commission (the "SEC"), any state securities agencies, or any foreign securities agency.
ii. The Subscriber is not an underwriter and acquired the Units and underlying Shares and Warrants solely for investment for his/her own account and not with a view to, or for, resale in connection with any distribution of securities within the meaning of the federal securities acts, the Idaho Uniform Securities Act, or any other applicable state securities acts.
iii. The Subscriber understands the speculative nature and risks of investments associated with the Company and confirms that the Units and underlying Shares and Warrants would be suitable and consistent with his/her investment program and that his/her financial position enables Subscriber to bear the risks of this investment; and that the Company's common stock is thinly traded on the TSX-V in Canada and the over-the-counter market in the U.S. on the OTCQB of OTC Markets.
iv. The Subscriber understands that the Company faces inherent risks and hazards commonly faced in the exploration and development of mining properties that may adversely impact the Company's growth strategy, including but not limited to competition from other more mature and better-financed mining companies; the Company is underfinanced to develop properties; a substantial or extended decline in metals prices would have a material adverse effect on the Company; the Company's accounting and other estimates may be imprecise; the Company's development of new orebodies and other capital costs may cost more and provide less return than we estimated; the Company's mineralization estimates may be imprecise; and the Company is subject to other risks set forth in the Form 10-K for the year ended December 31, 2023.
v. The Subscriber has reviewed the Company's Form 10-K/A for the year ended December 31, 2024, the Company's Form 10-Q for the quarter ended September 30, 2024, and subsequent SEC filings, all of which are filed electronically on EDGAR at http://www.sec.gov and which are incorporated herein by reference. Subscriber acknowledges that information about the Company can be found on the SEC's website (SEC.gov) by searching the Company's name under the Company Filings Search, or by entering the Company's CIK# 0000711034. Further information can be found on the Company's website at https://www.thundermountaingold.com.
vi. The Subscriber has had the opportunity to ask questions of the Company and has received additional information from the Company to the extent that the Company possessed such information, necessary to evaluate the merits and risks of any investment in the Company. Further, the Subscriber has been offered access to: (1) All material books, records, documents, correspondence, and financial statements of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) all reports filed with the Securities and Exchange Commission; and, (4) an opportunity to question the appropriate executive officers of the Company.
vii. The Subscriber acknowledges that the Subscriber is acquiring Units after investigation of the Company and its prospects and that no offer or solicitation has been made to Subscriber except through this Subscription Agreement. Subscriber further acknowledges that subscriber is not relying upon any representation made by any person except as contained in the Company's SEC filings.
viii. The Subscriber acknowledges the Units and underlying Shares and Warrants subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company and the prior opinion of counsel for the Company that such disposition will not violate federal and/or state securities acts.
ix. The Subscriber acknowledges that the Company is under no obligation to register or seek an exemption under any federal and/or state securities acts for any Units or underlying Shares or Warrants, or to cause or permit such securities to be transferred in the absence of any such registration or exemption, and that Subscriber herein must hold such Units and underlying Shares and Warrants indefinitely unless such Shares or Warrants are subsequently registered under federal and/or state securities acts or an exemption from registration is available.
x. At the time of subscription, the Subscriber reviewed the economic consequences of the purchase of the Units with his/her attorney and/or other financial advisor, was afforded access to the books and records of the Company, conducted an independent investigation of the business of the Company, and was fully familiar with the financial affairs of the Company. The Company has not provided Subscriber with (nor has Subscriber relied on) any representations, statements, or warranties as to the Units and underlying Shares and Warrants.
xi. The Subscriber had the opportunity to ask questions of the Company and receive additional information from the Company to the extent that the Company possessed such information or could acquire it without unreasonable effort or expense, necessary to evaluate the merits and risks of an investment in the Company, provided that nothing herein shall be deemed to be an acknowledgment of the accuracy or completeness of such responses.
xii. The Subscriber confirms that he/she is able (i) to bear the economic risk of the investment, (ii) to hold the Units and underlying Shares and Warrants for an indefinite period of time, and (iii) to afford a complete loss of their investment; and represents that he/she has adequate means of providing for its current needs and possible personal contingencies and that he/she has no need for liquidity in this investment; (iv) this investment is suitable for Subscriber based upon its investment holdings and financial situation and needs, and this investment does not exceed ten percent of Subscriber's net worth; (v) Subscriber has by reason of his/her business or financial experience could be reasonably assumed to have the capacity to protect his/her own interests in connection with this transaction.
xiii. The Subscriber has satisfied the suitability standards imposed by his or her place of residence and has a pre-existing business relationship with the Company.
xiv. The Subscriber has sufficient knowledge and experience in financial matters to evaluate the merits and risks of this investment. Further, Subscriber represents and warrants that the Subscriber is able to evaluate and interpret the information furnished to him by the Company and is capable of reading and interpreting financial statements.
xv. The Subscriber warrants and represents that the Subscriber is a "sophisticated investor" as that term is defined in United States court decisions and the rules, regulations and decisions of the United States Securities and Exchange Commission.
xvi. Further, the Subscriber warrants and represents that he is an "accredited investor" as that term is defined in Reg. 501 the Securities Act of 1933, as amended.
xvii. The Subscriber acknowledges that if the Subscriber is a resident of the State of Florida, the Subscriber has the privilege of declaring this transaction null and void provided the Subscriber communicates such intention to the Company in writing within three (3) days of the tender of the Subscriber's consideration.
xviii The Subscriber acknowledges there is not a Private Placement Memorandum associated with this transaction and has sufficient information to make this investment decision.
xix. The Subscriber acknowledges that this private placement is for speculative securities and involves a high degree of risk. Offers and sales of the Units will only be made to Accredited Investors and should be purchased only by persons who can afford to lose their entire investment. No warranties are given as to past, present, or future profitability and/or viability of any business operations. The Company has no established source of revenue and is dependent on its ability to raise capital from shareholders or other sources to sustain operations.
xx. The Subscriber has all requisite authority to enter into this Subscription Agreement and to perform all the obligations required to be performed by the Subscriber hereunder.
xxi. The Subscriber realizes that there is no public market for the Units or Warrants and the underlying Shares cannot readily be sold as there is a thinly traded public market for the Company's common stock, that it may not be possible to sell or dispose of the Units and underlying Shares and Warrants and therefore the Units must not be purchased unless the Subscriber has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and the Subscriber can provide for current needs and possible personal contingencies.
xxii. The Subscriber is not relying on the Company or its officers with respect to any legal, investment, or tax considerations involved in the purchase, ownership, and disposition of the Units, and their underlying Shares or Warrants. Subscriber has relied solely upon the advice of, or has consulted with, in regard to the legal, investment and tax considerations involved in the purchase, ownership and disposition of the Units (including but not limited to the underlying Shares and Warrants), Subscriber's legal counsel, business and/or investment adviser, accountant and tax adviser.
xxiii. The statements made by the Subscriber in this Subscription Agreement are true and correct and are confirmed hereby, and the Company shall be entitled to rely thereon.
xxiv. The Subscriber agrees to furnish any additional information requested to assure compliance with applicable federal and state securities laws in connection with the purchase and sale of the Units.
xxv. The Subscriber is the sole party acquiring Units and is not acquiring the Units as an agent or otherwise for any other person. The Subscriber is a resident of the state set forth opposite its name on the signature page hereto and (a) if a company, partnership, trust, or other form of business organization, it has its principal office within such state; (b) if an individual, he or she has his or her principal residence in such state; and (c) if a company, partnership, trust or other form of business organization which was organized for the specific purpose of acquiring the Units, all of the beneficial owners are residents of such state.
xxvi. The Subscriber agrees to furnish any additional information requested to assure compliance with applicable federal and state securities laws in connection with the purchase and sale of the Units.
xxvii. The Subscriber understands that the Company will not register as an investment company under the Investment Company Act, by reason of the provisions of Section 3(c)(1) thereof, which excludes from the definition of an investment company any issuer which has not made and does not presently propose to make a public offering of its securities and whose outstanding securities (other than short-term paper) are beneficially owned by not more than 100 persons.
xxviii. If the Subscriber is, or is acting on behalf of, a Keogh or corporate pension or profit-sharing plan, or an individual retirement account, the undersigned represents and warrants to the Company that to the best of the undersigned's knowledge the undersigned's interest in the Company will not result in a prohibited transaction as defined in Section 406 of ERISA or Section 4975 of the Code.
xxix. If the Subscriber is, or is acting on behalf of, an employee benefit plan as defined in ERISA ("Plan"), the undersigned fiduciary or Plan represents and warrants to the Company that:
1. The Plan's commitment to purchase Rule 506 of Regulation D/Rule 4(6) does not, in the aggregate, constitute more than 10% of the fair market value of the Plan's assets;
2. The undersigned fiduciary or Plan has considered the following with respect to the Plan's investment in Common Stock and has determined that, in view of such considerations, the purchase of Common Stock is consistent with the undersigned fiduciary's or Plan's fiduciary responsibilities under ERISA:
(A) the role such investment or investment course of action plays in that portion of the Plan's portfolio that the undersigned fiduciary or Plan manages;
(B) whether the investment or investment course of action is reasonably designed as part of that portion of the portfolio managed by the undersigned fiduciary or Plan to further the purposes of the Plan, taking into account both the risk of loss and the opportunity for gain that could result therefrom;
(C) the composition of that portion of the portfolio that the undersigned fiduciary or Plan manages with regard to diversification;
(D) the liquidity and current rate of return of that portion of the portfolio managed by the undersigned fiduciary or Plan relative to the anticipated cash flow requirements of the Plan; and
(E) the projected return of that portion of the portfolio managed by the undersigned fiduciary or Plan relative to the funding objectives of the Plan.
b. Status of the Subscriber:
The Subscriber represents that the Subscriber is an "Accredited Investor" (initial each category of "Accredited Investor" below which is applicable to the Subscriber):
(___) (A) a natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his/her purchase exceeds $1,000,000 [Per Securities Act Rules 215 and 501 (a) (5), the value of the person's primary residence must be excluded. Indebtedness secured by the primary residence up to its fair market value at the time of purchase of the Units shall not be included as a liability, except that if the amount of such indebtedness outstanding at the time of the sale of Units exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability. Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence shall be included as a liability].
(___) (B) a natural person who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with that person's spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year.
(___) (C) a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution as defined in Section 3(a)(5) (A) of the Securities, whether acting in its individual or fiduciary capacity; broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance partnership as defined in Section 2(13) of the Securities; an investment company registered under the Investment Company Act of 1940 (the "1940 Act") or business development company as defined in Section 2(a) (48) of the 1940 Act; a Small Business Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees if such plan has total assets in excess of $5,000,000; or an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 ("ERISA"), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which fiduciary is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are Accredited Investors (as listed in categories (A) - (G)).
(___) (D) a private business development company as defined in Section 202(a) (22) of the Investment Advisers Act of 1940.
(___) (E) an organization described in Section 501(c)(3) of the Internal Revenue Code, a company, Massachusetts or similar business trust, or a partnership, with total assets in excess of $5,000,000, and which was not formed for the specific purpose of acquiring the Units.
(___) (F) a director, executive officer, or general partner of the issuer of the securities being offered or sold, or a director, executive officer, or general partner of a general partner of that issuer.
(___) (G) a trust with total assets in excess of $5,000,000 not formed for the specific purposes of acquiring the Units whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Units.
(___) (H) an entity in which all of the equity owners are Accredited Investors (as listed in categories (A) - (G) or is an Accredited Investor defined by Regulation D).
3. Arbitration: This Subscription for Units, and any derivative security shall be governed by, and construed in accordance with the internal laws of Idaho (without reference to its rules governing the choice or conflict of laws that would cause the laws of any other jurisdiction to be applied), and the parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of Idaho with respect to the enforcement of any arbitration decision related to this Subscription Agreement. Any controversy arising out of, connected to, or relating to any matters herein of the transactions between the Subscriber and the Company (including for purposes of arbitration, officers, directors, employees, controlling persons, affiliates, professional advisors, attorneys, agents, or promoters of the Company), on behalf of the undersigned, or this Subscription Agreement, or the breach thereof, including, but not limited to any claims of violations of federal and/or state securities acts, banking statutes, consumer protection statutes, federal and/or state anti-Racketeering (e.g. RICO) claims as well as any claims relating or deriving from securities laws and any state law claims of fraud, negligence, negligent misrepresentations, and/or conversion shall be settled by arbitration; and in accordance with this paragraph and judgment on the arbitrator's award may be entered in any court having jurisdiction thereof in accordance with the provisions of Idaho law. The Purchaser waives any right to punitive damage claims. In the event of such a dispute, each party to the conflict shall select an arbitrator, both of whom shall then select a third arbitrator, which shall constitute the three-person arbitration board. The decision of a majority of the board of arbitrators, who shall render their decision within thirty (30) days of the appointment of the final arbitrator, shall be binding upon the parties. The venue for any arbitration shall lie in Boise, Idaho.
4. Survival and Indemnification: All representations, warranties and covenants contained in this Subscription Agreement and the indemnification contained in this Article III shall survive (i) the acceptance of the Subscription Agreement by the Company (ii) changes in the transactions, documents and instruments described in the Company's filings which are not material or which are to the benefit of the Subscriber, and (iii) the death or disability of the Subscriber. Subscriber acknowledges that he/she understands the meaning and legal consequences of the representations and warranties contained herein, and it hereby agrees to indemnify and hold harmless the Company and any other person or entity relying upon such information thereof from and against any and all loss, damage or liability due to or arising out of a breach of any representation, warranty, or acknowledgment of Subscriber contained in this Subscription Agreement.
5. Miscellaneous: This Agreement may not be assigned by Subscriber. This Agreement constitutes the entire agreement of the Subscriber and the Company relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written and may be amended or modified only by a writing signed by the party or parties to be charged with such amendment or modification. The representations, warranties, covenants, and agreements of the parties hereto shall survive the Closing. All of the terms, provisions and conditions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and legal representatives. In the event any provision of this Subscription Agreement, or any part thereof, shall be determined by any court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions hereunder, or parts thereof, shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated thereby. No failure by any party to insist upon the strict performance of any covenant, agreement, term, or condition of this Subscription Agreement, or to exercise any right or remedy available upon a breach thereof, shall constitute a waiver of any such breach or of any other covenant, agreement, term or condition.
This Subscription Agreement may be executed in multiple counterparts and in any number of counterparts, each of which shall be deemed an original but all of which taken together shall constitute and be deemed to be one and the same instrument, and each of which shall be considered and deemed an original for all purposes. This Subscription Agreement shall be effective with the facsimile or email signature of any of the parties set forth below and the facsimile or email signature shall be deemed as an original signature for all purposes, and the Subscription Agreement shall be deemed as an original for all purposes.
6. Notices: All notes or other communications hereunder (except payment) shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail postage prepaid, or by Express Mail Service or similar courier, addressed as follows:
To the Subscriber: At the address designated on the signature page of this Subscription Agreement
To the Company: 111770 W. President Dr., Ste. F
Boise, Idaho 83713
Attention: Eric T. Jones, President
7. Disclosure Required Under State Law: The offering and sale of the Units, and derivative securities herein, is intended to be exempt from registration under the securities laws of certain states. Subscribers who reside or purchase the Securities may be required to make additional disclosures by the securities laws of various states and agrees to provide such additional disclosures as requested by the Company upon written request. Subscriber understands and agrees that certain legends required by the laws of the State of California, or other states may be placed on certificates representing the Securities. The Company may also be required to meet other requirements for offerings under applicable state "blue sky" laws.
SUBSCRIBER HEREBY DECLARES AND AFFIRMS THAT HE/SHE HAS READ THE WITHIN AND FOREGOING SUBSCRIPTION AGREEMENT, IS FAMILIAR WITH THE CONTENTS THEREOF AND AGREES TO ABIDE BY THE TERMS AND CONDITIONS THEREIN SET FORTH, AND KNOWS THE STATEMENTS THEREIN TO BE TRUE AND CORRECT.
[SIGNATURE PAGES TO THE SUBSCRIPTION AGREEMENT FOLLOW]
IN WITNESS WHEREOF, Subscriber has executed this Subscription Agreement on this
_____ day of ___________, 2025.
TYPE OF OWNERSHIP (CHECK ONE)
___INDIVIDUAL OWNERSHIP (one signature required) ___TRUST (Please include name of trust, name of trustee, and date trust was formed and copy of the Trust Agreement or other authorization.) ___PARTNERSHIP (Please include a copy of the Partnership or Partnership Agreement authorizing signature.) |
____ COMMUNITY PROPERTY (one signature if Units are held in one name, i.e. managing spouse; two signatures required if Units are held in both names.) ___CORPORATION (Please include certified corporation resolution authorizing signature.) |
EXECUTION
Please execute this Subscription Agreement by completing the appropriate section below:
1. If the subscriber is an INDIVIDUAL, complete the following:
___________________________________
Signature of Investor
___________________________________
Signature of Spouse or Co-Owner if funds
are to be invested as joint tenants by the
entirety or community property
Name (Please type or print):
___________________________________
___________________________________
Address:____________________________
___________________________________
Phone Number ______________________
Email: ______________________________
ACCEPTED by the Company this _____ day of ______________, 2025.
Thunder Mountain Gold, Inc.
By: __________________________
Eric T. Jones, President
2. If the subscriber is a CORPORATION, complete the following:
The undersigned hereby represents, warrants and covenants that the undersigned has been duly authorized by all requisite action on the part of the corporation listed below (the "Subscribing Corporation") to acquire the Units and, further, that the Subscribing Corporation has all requisite authority to acquire the Units.
If the subscriber is a corporation, the officer signing below represents and warrants that each of the above representations or agreements or understandings set forth herein applies to that Subscribing Corporation and that he has authority under the Articles of Incorporation, bylaws, and resolutions of the Board of Directors of such Subscribing Corporation to execute this Subscription Agreement. Such officer encloses a true copy of the Articles of Incorporation, the bylaws and, as necessary, the resolutions of the Board of Directors authorizing a purchase of the investment herein, in each case as amended to date.
___________________________________
Name of Subscribing Corporation
(Please type or print)
By: ________________________________
Name:______________________________
Title:_______________________________
Address:____________________________
___________________________________
Phone Number ______________________
Email: ______________________________
ACCEPTED by the Company this _____ day of ______________, 2025.
Thunder Mountain Gold, Inc.
By: __________________________
Eric T. Jones, President
3. If the subscriber is a PARTNERSHIP, complete the following:
The undersigned hereby represents warrants and covenants that the undersigned is a general partner of the partnership named below (the "Investor"), has been duly authorized by the Investor to acquire the Units and the Investor has all requisite authority to acquire the Units.
If the Investor is a partnership, the undersigned represents and warrants that each of the above representations or agreements or understandings set forth herein applies to that company and he is authorized by such company to execute this Subscription Agreement.
Such Partner enclosed a true copy of the Partnership Agreement of said Partnership, as amended to date, together with a current and complete list of all Partners thereof.
___________________________________
Name of Partnership
(Please type or print)
By: ________________________________
Name: ______________________________
Title: _______________________________
Address:____________________________
___________________________________
Phone Number ______________________
Email: ______________________________
ACCEPTED by the Company this _____ day of ______________, 2025.
Thunder Mountain Gold, Inc.
By: __________________________
Eric T. Jones, President
4. If the subscriber is a TRUST, complete the following:
The undersigned, hereby represents, warrants and covenants that he or she is duly authorized by the terms of the trust instrument ("Trust Instrument") for the trust ("Trust") set forth below to acquire the Units and that the undersigned, as trustee, has all requisite authority to acquire the Units for the Trust.
If the subscriber is a Trust, the undersigned, as trustee, executing this Subscription Agreement on behalf of the Trust, represents and warrants that each of the above representations or agreements or understandings set forth herein applies to that Trust and he is authorized by such Trust to execute this Subscription Agreement. Such trustee encloses a true copy of the Trust Instrument of said Trust, as amended to date.
___________________________________
Name of Trust
(Please type or print)
By: ________________________________
Name: ______________________________
Title: _______________________________
Address:____________________________
___________________________________
Phone Number ______________________
Email: ______________________________
ACCEPTED by the Company this _____ day of ______________, 2025.
Thunder Mountain Gold, Inc.
By: __________________________
Eric T. Jones, President
5. If the Subscriber is domiciled outside of the United States, complete the signature pages 1 through 4 above, as applicable, and the following Regulation S Addendum:
REGULATION S ADDENDUM TO THE SUBSCRIPTION AGREEMENT
THIS ADDENDUM TO THE SUBSCRIPTION AGREEMENT (this "Addendum") made as of this day of , 2025, between Thunder Mountain Gold, Inc., a Nevada corporation (the "Company"), and (the "Subscriber").
WHEREAS, the Company is currently raising capital in the United States pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and the safe harbor provided by Rule 506(b) of Regulation D (the "Current Offering");
WHEREAS, the Company desires to accept the Subscriber, who is domiciled outside of the United States, and the Subscriber desires to invest upon the terms of the Current Offering and has executed the Subscription Agreement of the Current Offering;
WHEREAS, consistent with the Current Offering, the Company desires to sell to the Subscriber units of the Company consisting of one (1) share of common stock and one stock purchase warrant (the "Units"); and
WHEREAS, the offer and sale of the Units to the Subscriber is being made in reliance upon the provisions of Regulation S ("Regulation S") promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Act;
NOW, THEREFORE, for and in consideration of the promises and the mutual covenants hereinafter set forth, the Company and the Subscriber do hereby agree as follows:
1. Incorporation of the Subscription Agreement. The terms and conditions of the Subscription Agreement of even date herewith are hereby incorporated in this Addendum by reference. Undefined capitalized terms used herein shall have the meaning ascribed to them in the Subscription Agreement.
2. Representations and Warranties of the Subscriber. The Subscriber represents and warrants to the Company that:
2.1. No Government Recommendation or Approval. The Subscriber understands that no United States federal or state agency or similar agency of any other country has passed upon or made any recommendation or endorsement of the Company or the offering of the Units.
2.2. Not a "U.S. Person". The Subscriber is not a "U.S. Person" as defined in Rule 902 of Regulation S promulgated under the Securities Act, was not organized under the laws of any United States jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act. At the time the purchase order for this transaction was originated, the Subscriber was outside the United States.
2.3. Intent. The Subscriber is purchasing the Units solely for investment purposes, for the Subscriber's own account and not for the account or benefit of any U.S. Person, and not with a view towards the distribution or dissemination thereof, and the Subscriber has no present arrangement to sell the Units to or through any person or entity. The Subscriber understands that the Units must be held indefinitely unless such Units are resold in accordance with the provisions of Regulation S, are subsequently registered under the Securities Act, or an exemption from registration is available.
2.4. Restrictions on Transfer. The Subscriber understands that the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Units have not been registered under the Securities Act, and if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Units, such Units may be offered, resold, pledged, or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) to a non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act, (C) pursuant to the resale limitations set forth in Rule 905 of Regulation S, (D) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available) or (E) pursuant to any other exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. The Subscriber acknowledges, agrees, and covenants that it will not engage in hedging transactions with regard to the Units prior to the expiration of the distribution compliance period specified in Rule 903 of Regulation S promulgated under the Securities Act, unless in compliance with the Securities Act. The Subscriber agrees that if any transfer of its Units or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption from registration, the Subscriber agrees that it will not resell the securities constituting the Subscriber's Units to U.S. Persons or within the United States.
2.5. No Advertisements. The Subscriber is not subscribing for the Units as a result of or subsequent to any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or presented at any seminar or meeting.
2.6. Legend. The Subscriber acknowledges and agrees that the Units shall bear a restricted legend (the "Legend"), in the form and substance as set forth in Section 2.1 hereof, prohibiting the offer, sale, pledge, or transfer of the securities, except (i) pursuant to an effective registration statement filed under the Securities Act, (ii) in accordance with the applicable provisions of Regulation S, promulgated under the Securities Act, (iii) pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available), and (iv) pursuant to any other exemption from the registration requirements of the Securities Act.
3. Legends; Denominations
3.1. Legend. The Company will issue the Shares and Warrants underlying the Units purchased by the Subscriber in the name of the Subscriber and in such denominations to be specified by the Subscriber prior to the closing. The Shares and Warrants will bear the following Legend and appropriate "stop transfer" instructions:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
3.2. Subscriber's Compliance. Nothing in this Section 2 shall affect the Subscriber's obligations and agreement to comply with all applicable securities laws upon resale of the Shares and Warrants underlying the Units.
3.3. Company's Refusal to Register Transfer of Units. The Company shall refuse to transfer any of the Units and their underlying Shares and Warrants unless said transfer is made in accordance with (i) the provisions of Regulation S, (ii) pursuant to an effective registration statement filed under the Securities Act, or (iii) pursuant to an available exemption from the registration requirements of the Securities Act.
4. Miscellaneous
The terms and provisions of this Addendum shall be binding on the parties, their officers, agents, and employees; on any parent, subsidiary, or affiliated companies of the parties; on any authorized successors and assigns of the parties; and on any individuals who are signatory hereto, their heirs, authorized successors and assigns. The representations, warranties, covenants, and agreements of the parties hereto shall survive the Closing. This Addendum may not be assigned without the prior written consent of the other party. Any failure to enforce any provision of this Addendum will not constitute a waiver thereof. If any provision of this Addendum is held by the court to be void or unenforceable, such provision shall be treated as severable, and the remaining portions hereof will remain in full force and effect. The prevailing party shall be entitled to its reasonable attorney's fees and other costs. This Addendum may be modified only by a written instrument signed by both parties. This Addendum may be executed in any number of counterparts, which execution of a copy will have the same force and effect as execution of an original and will constitute a valid signature, and all signatures together shall constitute one and the same agreement. This Addendum shall be effective with the facsimile or email signature of any of the parties set forth below and the facsimile or email signature shall be deemed as an original signature for all purposes, and the Addendum shall be deemed as an original for all purposes.
[SIGNATURE PAGE TO THE ADDENDUM FOLLOWS]
SIGNATURES TO THE REGULATION S ADDENDUM
SUBSCRIBER:
If an individual:
_____________________________________________
Name:
If an entity:
Entity Name: __________________________________
______________________________________________
By: ___________________________________________
Its: ___________________________________________
Agreed to and accepted by the Company on the ____ day of _________, 2025.
COMPANY:
Thunder Mountain Gold, Inc.
_____________________________________________
Eric T. Jones, President, and Chief Executive Officer
THIS COMMON STOCK WARRANT, THE WARRANT EVIDENCED HEREBY, AND THE COMMON STOCK TO BE ISSUED PURSUANT TO SUCH WARRANT, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR ANY STATE SECURITIES ACTS, BUT HAS BEEN ISSUED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL EITHER (i) THE HOLDER THEREOF SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION THEREOF UNDER THE SECURITIES ACT IS NOT REQUIRED OR (ii) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT THERETO SHALL HAVE BECOME EFFECTIVE.
| No. _________ | Warrants for _______ Shares |
VOID AFTER 5 P.M. BOISE, IDAHO TIME, ON May 15, 2027.
Warrant to Purchase
________ Shares of
Common Stock of
THUNDER MOUNTAIN GOLD, INC.
WARRANT TO PURCHASE COMMON STOCK
This is to Certify that, FOR VALUE RECEIVED, ________________________, or registered assigns ("Holder") is entitled to purchase, subject to the provisions of this Warrant, from THUNDER MOUNTAIN GOLD, INC., a Nevada corporation ("Company"), at any time on or after May 15, 2025, and not later that 5:00 p.m. Boise, Idaho time on May 15, 2027, YYY shares of Common Stock, $0.005 par value per share, of the Company ("Common Stock"). The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for a share of common stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock delivered or deliverable upon such exercise, as adjusted from time to time, are hereinafter sometimes referred to as "Warrant Stock" and the exercise price of a share of common Stock in effect at any time as is adjusted from time to time is hereinafter sometimes referred to as the "Exercise Price". Prior to any adjustments called for hereunder, the Exercise Price shall be $0.18 per share through May 15, 2027.
(a) EXERCISE OF WARRANT. Subject to the terms and conditions herein, this Warrant may be exercised in whole or in part at any time or from time to time on or after May 15, 2025, but not later than 5:00 p.m. Boise, Idaho, time on May 15, 2027, or if May 15, 2027 is a day on which banking institution are authorized by law to close, then on the next succeeding day which shall not be such a day, by presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the number of shares specified in such form, together with all federal and state taxes applicable upon exercise. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the right of the Holder to purchase the balance of the shares purchasable hereunder. Upon receipt by the Company of this Warrant at the office or agency of the Company, in proper form for exercise, together with payment of the Exercise Price the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder.
(b) RESERVATION OF SHARES. The Company hereby agrees that at all times there shall be reserved for issuance and/or delivery upon exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance or delivery upon exercise of this Warrant.
(c) FRACTIONAL SHARES. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the current market value of such fractional share, determined as follows:
(1) If the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such exchange, the current value shall be the last reported sale price of the common Stock on such exchange on the last business day prior to the date of exercise of this Warrant or if no such sale is made on such day, the average of the closing bid and asked price for such day on such exchange; or
(2) If the Common Stock is not so listed or admitted to unlisted trading privileges, the current value shall be the mean of the closing bid and asked prices reported by the National Association of Securities Dealers Automated Quotation System, Inc. (or, if not so quoted on NASDAQ, by the National Quotation Bureau, Inc.) on the last business day prior to the day of the exercise of this Warrant; or
(3) If the Common Stock is not so listed or admitted to unlisted trade privileges and bid and asked prices are not so reported, the current value, determined in such reasonable manner as may be prescribed by the Board of Directors of the Company, such determination to be final and binding on the Holder.
(d) EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may not be sold, transferred, assigned or hypothecated except with the consent of the Company, which consent shall not be unreasonably withheld. Any such assignment shall be made by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and fund sufficient to pay any transfer tax; whereupon the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument or assignment and this Warrant shall promptly be cancelled. This Warrant may be divided or combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall be the legal valid and binding obligation of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.
(e) RIGHTS OF THE HOLDERS. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in the Warrant and are not enforceable against the Company except to the extent set forth herein.
(f) NOTICE. Any notices or certificates by the Company to the Holder and by the Holder to the Company shall be deemed delivered if in writing and delivered personally or sent by certified mail, to the Holder, addressed in care of Holder _________________________________________, at ___________________________________________________, or if the Holder has designated, by notice in writing to the Company, any other address, to such other address, and if to the Company, addressed to it, THUNDER MOUNTAIN GOLD, INC., 11770 W. President Drive, Ste. F, Boise, Idaho 83713, United States of America. The Company may change its address by written notice to Holder and Holder may change its address by written notice to the Company.
(g) RESTRICTED TRANSFER. After exercise of the Warrant granted herein, for a period of Eighteen (18) months from the date hereof, the Holder will not, offer, pledge, sell, transfer, gift, assign, contract to sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, pursuant to Rule 144 promulgated under the Act ("Rule 144") or otherwise, any shares of the Common Stock beneficially owned by the undersigned within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") that were issued pursuant to the exercise of the Warrant granted herein.
(I) Legend. All certificates representing Shares issued pursuant to exercise of this Warrant shall be endorsed with a restrictive legend reflecting paragraph (g).
(II) Effect of Violative Transfer. Unless this Agreement is terminated as set forth in paragraph (l) or exempt under Section III below, any attempt by Holder to transfer Shares in violation of the terms of paragraph (g) of this Warrant Agreement shall be void and the Company will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares.
(III) Exempt Transfers. Except for the termination of this agreement under the provisions of subparagraph (k), the provisions of paragraph (g) shall not apply to (i) any transfer to the ancestors, descendants (including adopted children) or spouse of a Restricted Shareholder upon the death of Holder; or (ii) any transfer to any other person associated or affiliated with Holder; provided that (A) the transferring Holder or his Legal Representative shall inform the Company of such transfer prior to effecting it and (B) the transferee shall furnish the Company with a written agreement to be bound by and comply with all provisions of this Agreement, which includes a restriction on transfer of such shares without the consent of the Company. Such transferred Shares shall remain "Shares" hereunder, and such assignee or transferee shall be treated as a "Shareholder" for purposes of this Agreement.
(IV) The Holder agrees that the Company may instruct its transfer agent to impose such transfer restrictions on the shares represented by certificates bearing the legend referred to in paragraph (g) above to enforce the provisions of this Agreement and the Company agrees promptly to do so. The legend shall be removed upon termination of this Agreement. The Company agrees to bear all costs of transfer, including removal of any restrictive stock legend, issuance of new stock certificates, as well as all costs and expense of opinions of counsel under Rule 144.
(h) TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933.
(1) This Warrant or the Common Stock or any other security issued or issuable upon exercise of this Warrant, unless registered, may not be sold, transferred or otherwise disposed of except to a person who, in the opinion of counsel for the Company, is a person to whom this Warrant or such Common Stock may legally be transferred without registration and without the delivery of a current prospectus under the Securities Act with respect thereto and then only against receipt of any agreement of such person to comply with the provisions of federal and/or state securities laws with respect to any resale or other disposition of such securities.
(2) Representations and Warranties of Holder. The Holder hereby represents and warrants to the Company:
(i) The Holder understands that this Warrant Certificate and the Common Stock to be issued herein, HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, THE STATE OF NEVADA, THE STATE OF IDAHO, OR ANY OTHER STATE SECURITIES AGENCIES.
(ii) The Holder is not an underwriter and would be acquiring this Warrant Certificate and the Common Stock to be issued, solely for investment for its own account and not with a view to, or for, resale in connection with any distribution of stock within the meaning of the Federal Securities Acts, the Idaho State Securities Act, or any other applicable State Securities Acts.
(iii) The Holder understands the speculative nature and risks of investments associated with the Company, and confirms that this Warrant Certificate and the Common Stock to be issued would be suitable and consistent with its investment program and that its financial position enables it bear the risks of this investment; and that there may not be any public market for this Warrant Certificate and the Common Stock to be issued herein.
(iv) This Warrant Certificate and the Common Stock to be issued herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company, and the prior opinion of counsel for the Company, that such disposition will not violate Federal and/or State Securities Acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, giving, and any form of conveying, whether voluntary or not.
(v) The Holder has fully reviewed or had the opportunity to review the economic consequences of this Warrant Certificate and the Common Stock to be issued, with its attorney and/or other financial advisor, has been afforded access to the books and records of the Corporation (including tax returns) and is or has had the opportunity to become fully familiar with the financial affairs of the Corporation.
(vi) The Holder is not entitled by virtue of ownership of this Warrant Certificate to any rights whatsoever as a Shareholder of the Company either at law or in equity, including, without limitation, the right to vote and to receive dividends and other distributions.
(vii) Holder confirms that it is an "accredited investor" within the meaning of SEC Regulation "D" or the undersigned, along or together with its purchaser representative(s) has such knowledge and experience in financial and business matters that it, or Holder and such representative(s) together, are capable of evaluating the merits and risks of an investment in the Company and of making an informed investment decision.
(viii) Holder confirms that it is able (i) to bear the economic risk of the investment, (ii) to hold the Warrant and Common Stock for an indefinite period of time, and (iii) to afford a complete loss of its investment; and represents that it has adequate means of providing for its current needs and possible personal contingencies, and that it has no need for liquidity in this investment; (iv) this investment is suitable for Holder based upon its investment holdings and financial situation and needs, and this investment does not exceed ten percent of Holder's net worth; and Holder is familiar with the Company.
(i) APPLICABLE LAW. This Warrant shall be governed by, and construed in accordance with the internal laws of the state of Nevada (without reference to its rules governing the choice or conflict of laws that would cause the laws of any other jurisdiction to be applied), and the parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of Nevada with respect to the enforcement of any arbitration decision related to this Warrant Agreement. Any controversy arising out of, connected to, or relating to any matters herein of the transactions between the Holder and the Company (including for purposes of arbitration, officers, directors, employees, controlling persons, affiliates, professional advisors, attorneys, agents, or promoters of the Company), on behalf of the undersigned, or this Warrant Agreement, or the breach thereof, including, but not limited to any claims of violations of Federal and/or State Securities Acts, Banking Statutes, Consumer Protection Statutes, Federal and/or State anti-Racketeering (e.g. RICO) claims as well as any claims relating or deriving from Securities, or underlying securities law and any State Law claims of fraud, negligence, negligent misrepresentations, and/or conversion shall be settled by arbitration; and in accordance with this paragraph and judgment on the arbitrator's award may be entered in any court having jurisdiction thereof in accordance with the provisions of Nevada Law. The Purchaser waives any right to punitive damage claims. In the event of such a dispute, each party to the conflict shall select an arbitrator, both of whom shall then select a third arbitrator, which shall constitute the three person arbitration board. The decision of a majority of the board of arbitrators, who shall render their decision within thirty (30) days of appointment of the final arbitrator, shall be binding upon the parties. Venue for any arbitration shall lie in Boise, Idaho.
(k) COMPLIANCE WITH THE 1933 ACT.
(1) Neither this Warrant nor the Common Stock issuable upon exercise thereof have been registered under the 1933 Act or under the laws of any state of the United States. This Warrant or the Common Stock or any other security issued or issuable upon exercise of this Warrant, may not be sold, transferred or otherwise disposed of unless registered under the 1933 or pursuant to an exemption from the registration requirements of the 1933 Act and all applicable state securities laws.
(2) By accepting this Warrant, the Holder hereby represents and warrants to the Company: that this Warrant and the Common Stock to be issued herein, have not been approved or disapproved by the United States Securities and Exchange Commission, the State of Nevada, any other state securities agencies, or foreign jurisdictions and that it's representations and warranties to the Company as set forth in paragraph (h)(2) herein are true and correct on the date hereof.
(3) The Warrants represented by this Warrant Certificate may only be exercised by or on behalf of a holder who, at the time of exercise, either:
(i) provides written confirmation that the undersigned was the original Holder and the representations and warranties made to the Company in paragraph (h)(2) herein delivered in connection with the acquisition of the Warrants remain true and correct on the Exercise Date; or
(ii) provides a written opinion of counsel, in a form and from counsel reasonably acceptable to the Company, that the Common Stock to be delivered upon exercise of the Warrants are exempt from such registration requirements, the 1933 Act and the securities laws of all applicable states of the United States.
(l) TERMINATION. This Option Certificate, in all events shall be wholly void and have no effect after 5 p.m. Boise, Idaho time on May 15, 2027.
Dated this 6th day of April, 2018.
COMPANY:
THUNDER MOUNTAIN GOLD, INC.
By:
Eric T. Jones, President and CEO
ATTEST:
______________________________________________________
Larry Thackery, Secretary / CFO
HOLDER:
XXX
By:
Title:
[The remainder of this page is intentionally left blank]
Purchase Form to be used to exercise Warrant:
THUNDER MOUNTAIN GOLD, INC.
(a Nevada Corporation)
11770 W. President Dr., Ste. F, Boise, Idaho 83713
Date: _____________, 20____
The undersigned hereby elects irrevocably to exercise the within Warrant and to purchase _______ shares of the common Stock of the Company called for thereby, and hereby makes payment of $ (at the rate of $0.10 per share of the Common Stock) in payment of the Exercise Price pursuant thereto. Please issue the shares of the Common Stock as to which this Warrant is exercised in accordance with the instructions given below.
The capitalized terms used herein have the meanings set forth in the Warrant. In connection with the exercise of the warrant certificate, the undersigned represents as follows: (Please check the ONE box applicable):
☐ 1. The undersigned hereby certifies that (i) it was the original Holder of the Warrant at the time they were issued, (ii) it is an Accredited Investor and (iii) the representations and warranties made to the Company in connection with the acquisition of the Warrant remain true and correct on the date of this subscription form.
☐ 2. The undersigned is delivering a written opinion of counsel to the effect that the Warrant and the Common Stock to be delivered upon exercise hereof are exempt from registration requirements of United States Securities Act of 1933 as amended (the "US Securities Act").
If any Warrants represented by this Warrant certificate are not being exercised, a new Warrant certificate will be issued and delivered with the Common Share certificates.
Signature: ______________________________________
Signature Guaranteed: _________________________
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name: __________________________________________________
(Print in Block Letters)
Address: ________________________________________________
******************************************
NOTICE: The signature to the form to exercise must correspond with the name as written upon the face of the within Warrant in every particular without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.
Exhibit 31.1
CERTIFICATION
I, Eric T. Jones, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Thunder Mountain Gold, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 10, 2025
By: /s/ Eric T. Jones
President, Director and Chief Executive Officer
A signed original of this written statement has been provided to the registrant and will be retained by the registrant to be furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 31.2
CERTIFICATION
I, Eric Jones, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Thunder Mountain Gold, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 10, 2025
By /s/ Eric T. Jones
Eric T. Jones
Principal Financial Officer
A signed original of this written statement has been provided to the registrant and will be retained by the registrant to be furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Thunder Mountain Gold Inc, (the "Company") on Form 10-Q for the period ending September, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Eric T. Jones, President, Director and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By /s/ Eric T. Jones
Eric T. Jones
President, Director and Chief Executive Officer
Date: November 10, 2025
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Thunder Mountain Gold Inc, (the "Company") on Form 10-Q for the period ending September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Eric T Jones, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By /s/ Eric T Jones
Eric T Jones
Principal Financial Officer
Date: November 10, 2025
Mine Safety Disclosures
Our mines are operated subject to the regulation of the Federal Mine Safety and Health Administration ("MSHA"), under the Federal Mine Safety and Health Act of 1977 (the "Mine Act"). In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") was signed into law, and amended in December 2011. When MSHA believes a violation of the Mine Act has occurred, it may issue a citation for such violation, including a civil penalty or fine, and the mine operator must abate the alleged violation.
As required by the reporting requirements of the Dodd-Frank Act, as amended, the table below presents the following information for the quarter ended September 30, 2025.
| Mine | Section 104 S&S Violations |
Section 104(b) Orders |
Section 104(d) Citations and Orders |
Section 110(b)(2) Violations |
Section 107(a) Orders |
Total Dollar Value of MSHA Assessments Proposed |
Total Number of Mining Related Fatalities |
Received Notice of Pattern of Violations Under Section 104(e) |
Received Notice of Potential to have Patterns Under Section (c) |
Legal Actions Pending as of Last Day of Period |
Legal Actions Initiated During Period |
Legal Actions Resolved During Period |
|
| South Mountain Project | 0 |
0 | 0 | 0 | 0 | $ | 0 | 0 | no | no | 0 | 0 | 0 |
| Trout Creek Project | 0 | 0 | 0 | 0 | 0 | $ | 0 | 0 | no | no | 0 | 0 | 0 |