THMG 10-Q
Thunder Mountain Gold Inc (THMG)
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(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| None | N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act:
(Title of Class)
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 filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
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☒ | Smaller reporting company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant 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 May [06], 2026: [
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TABLE OF CONTENTS
3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
| Thunder Mountain Gold, Inc. | ||||||
| Condensed Consolidated Balance Sheets (Unaudited) | ||||||
| March 31, 2026 and December 31, 2025 | ||||||
| March 31, 2026 |
December 31, 2025 |
|||||
| ASSETS | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | |||||
| Subscription receivable | ||||||
| Prepaid expenses and other assets | ||||||
| Total current assets | ||||||
| Property and equipment, net (Note 4) | ||||||
| Total assets | $ | |||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
| Current liabilities: | ||||||
| Accounts payable and other accrued liabilities | $ | |||||
| Accrued legal fees | ||||||
| Note payable - current (Note 6) | ||||||
| Deferred compensation (Note 5) | ||||||
| Total current liabilities | ||||||
| Note payable - long term (Note 6) | ||||||
| Accrued reclamation costs | ||||||
| Total liabilities | ||||||
| Commitments and Contingencies (Notes 2 and 3) | ||||||
| Stockholders' equity: | ||||||
| Preferred stock; $ |
||||||
| Common stock; $ |
||||||
| Additional paid-in capital | ||||||
| Less: |
( |
) | ( |
) | ||
| Less: Subscription receivable | ( |
) | ||||
| 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) |
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| Three Months Ended | ||||||
| March 31, | ||||||
| 2026 | 2025 | |||||
| Operating expenses: | ||||||
| Exploration | $ | $ | ||||
| Legal and accounting | ||||||
| Management and administrative | ||||||
| Total operating expenses | ||||||
| Net operating loss | ( |
) | ( |
) | ||
| Other income (expense): | ||||||
| Other | ||||||
| Total other income (expense) | ||||||
| Net loss | ( |
) | ( |
) | ||
| Net income - noncontrolling interest in Owyhee Gold Trust | ||||||
| Net loss - Thunder Mountain Gold, Inc. | $ | ( |
) | $ | ( |
) |
| Net loss per common share-basic and diluted | $ | ( |
) | $ | ( |
) |
| Weighted average common shares outstanding-basic and diluted | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
| Thunder Mountain Gold, Inc. | ||||||
| Condensed Consolidated Statements of Cash Flows (Unaudited) | ||||||
| Three Months Ended | ||||||
| March 31, | ||||||
| 2026 | 2025 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | ( |
) | $ | ( |
) |
| Adjustments to reconcile net loss to net cash used by operating activities: | ||||||
| Stock based compensation | ||||||
| Noncash lease expense | ( |
) | ||||
| Change in: | ||||||
| Prepaid expenses and other assets | ( |
) | ||||
| Accounts payable and other accrued liabilities | ( |
) | ( |
) | ||
| Net cash used in operating activities | ( |
) | ( |
) | ||
| Cash flows from investing activities: | ||||||
| Acquisition of mineral property | ( |
) | ||||
| Net cash used in investing activities | ( |
) | ||||
| Cash flows from financing activities: | ||||||
| Proceeds from issuances of stock and warrants | ||||||
| Proceeds from exercise of stock options | ||||||
| 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.
6
| Thunder Mountain Gold, Inc. Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) For the three months ended March 31, 2026 and 2025 |
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| Common Stock Shares |
Common Stock Amount |
Additional Paid-In Capital |
Treasury Stock |
Subscription Receivable |
Accumulated Deficit |
Non- Controlling Interest in OGT |
Total | |||||||||||||||||
| Balances at January 1, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||||||||
| Stock based compensation | - | - | - | - | - | - | ||||||||||||||||||
| Net loss | - | - | - | - | - | ( |
) | - | ( |
) | ||||||||||||||
| Balances at March 31, 2025 | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ | ( |
) | |||||||||||
| Balances at January 1, 2026 | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ | |||||||||||||
| Issuance of stock for stock options exercised | - | - | - | - | ||||||||||||||||||||
| Stock based compensation | - | - | - | - | - | - | ||||||||||||||||||
| Subscription Receivable | - | - | - | - | ( |
) | - | - | ( |
) | ||||||||||||||
| Net loss | - | - | - | - | - | ( |
) | - | ( |
) | ||||||||||||||
| Balances at March 31, 2026 | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | |||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
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, 2026. The condensed consolidated December 31, 2025 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 for the year ended December 31, 2025.
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.
8
Recent Accounting Pronouncements
Accounting Standards Updates
In November 2024, the Financial Accounting Standards Board ("FASB") issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The standard requires public business entities to disclose additional information about certain expense categories included in income statement captions, including purchases of inventory, employee compensation, depreciation, depletion, and amortization. The amendments also require qualitative disclosures regarding other significant expense components included within the same income statement captions. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The company is currently evaluating the impact of the standard on its consolidated financial statement disclosures.
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 three months ended March 31, 2026 and 2025, outstanding warrants of
2. Mineral Interest Commitments
The Company holds leases pertaining to land parcels adjacent to its South Mountain patented and unpatented mining claims. The details of these leases are as follows:
Lowry Lease:
On October 24, 2008, the Company executed a lease agreement with William and Nita Lowry for a duration of
Looten Lease:
On June 2, 2025, the Company executed a lease agreement with Kevin and Jo Looten for an initial term of
Lequerica & Sons Lease:
On August 22, 2025, the Company executed a lease agreement with Lequerica & Sons, Inc. covering
The leases have no work requirements. It is the current intention of the Company to engage in negotiations for new leases with the current landowners upon the expiration of the existing lease agreements. The negotiations may involve modifications to terms, rates, or other conditions as mutually agreed upon by the parties involved.
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Idaho State Mineral Lease:
In March 2026, the Company was awarded mineral lease rights on approximately
As of March 31, 2026, the lease was subject to final approval by the Idaho State Land Board and had not yet been formally executed. Upon execution, the lease is expected to have a
Unpatented Mining Claims:
The Company holds unpatented mining claims in the Trout Creek area in Nevada and the South Mountain Project in Idaho. The number of claims at the South Mountain Project increased significantly during 2025 as a result of additional claim staking activities.
The claim fees are paid on these unpatented claims annually as follows:
| Target Area | 2026 | ||
| 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 $
10
As of March 31, 2026, THMG has recorded $
4. Property and Equipment
During the three months ended March 31, 2026, the Company was awarded mineral lease rights on approximately
The Company's property and equipment are as follows:
|
March 31, 2026 |
December 31, 2025 |
|||||
| Vehicles | $ | $ | ||||
| Construction Equipment | ||||||
| Mining Equipment | ||||||
| Accumulated Depreciation | ( |
) | ( |
) | ||
| Mineral properties | ||||||
| Land | ||||||
| Total Property and Equipment | $ | $ |
5. Related Party Transactions
Board of Directors Compensation
The Company paid its Board of Directors a total of $
Deferred Compensation
As of March 31, 2026, and December 31, 2025, the balances of the total deferred compensation for the officers, are as follows, Eric Jones, President and Chief Executive Officer: $
6. Note Payable
In December 2025, the Company issued a seller-financed promissory note in connection with the acquisition of land. The note has an initial principal balance of $
As of March 31, 2026, the outstanding principal balance was $
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Future principal maturities of the note payable as of March 31, 2026 are as follows:
|
Year |
Principal Payments |
|
2026 |
$ |
|
2027 |
$ |
|
2028 |
$ |
|
2029 |
$ |
|
2030 |
$ |
|
Total |
$ |
7. Stockholders' Equity
The Company's common stock has a par value of $
8. Stock Options
The Company has a Stock Incentive Plan (the "SIP"), that authorizes the granting of stock options up to 10 percent of the total number of issued and outstanding shares of common stock, that provides for the grant of stock options, incentive stock options, stock appreciation rights, restricted stock awards, and incentive awards to eligible individuals including directors, executive officers and advisors that have furnished bona fide services to the Company not related to the sale of securities in a capital-raising transaction. On December 10, 2024, the Company's shareholders, at their Annual Meeting, ratified and reapproved the Stock Option Plan.
On January 29, 2026, the Company granted
The fair value of each option award was estimated on the date of the grant using the assumptions noted in the following table:
| January 29, 2026 | |
| Stock price | $ |
| Exercise price | $ |
| Expected volatility | |
| Expected dividends | |
| Expected terms (in years) |
|
| Risk-free rate |
During the three months ended March 31, 2026, the Company received proceeds of $
The following is a summary of the Company's options issued and outstanding under the SIP:
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| Shares |
Weighted Average Exercise Price |
|||||
| Outstanding and exercisable at December 31, 2025 | $ | |||||
| Granted | ||||||
| Exercised | ( |
) | ||||
| Outstanding and exercisable at March 31, 2026 | $ |
The weighted average remaining contractual term of options outstanding and exercisable at March 31, 2026 was
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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 2025 Annual Report on Form 10-K and in Part II, Item 1A. - Risk Factors in this Quarterly Report 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 at the time, consisted of 17 patented mining claims (approximately 327 acres) located in Owyhee County in southwestern Idaho. After the purchase, Thunder Mountain Resources staked an additional 34 unpatented lode claims covering approximately 550 acres and leased approximately 489 acres of private minerals and land. The Company subsequently acquired additional surface and mineral rights, including a 360-acre millsite property, and has continued to expand its land position through additional claim staking, lease agreements, and acquisitions of private mineral lands.
The Company's plan of operation for the next twelve months, subject to available capital and market 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 (PEA). The Company plans to continue to pursue and evaluate options to advance the South Mountain Project and acquire additional properties through partnerships, joint ventures, option agreements, and strategic relationships.
14
Financial Condition
Results of Operations:
For the three months ended March 31, 2026, the Company incurred a net loss of $590,758, compared to a net loss of $540,300 for the comparable period in 2025. The increase in net loss was primarily attributable to higher exploration expenditures and increased professional fees, partially offset by lower stock-based compensation expense during the current period.
Three-month period comparisons
Operating expenses for the three months ended March 31, 2026 totaled $594,595, an increase of $53,249, or 10%, compared to $541,346 for the prior year period. This increase was primarily attributable to expanded exploration activities and higher legal and accounting expenses, partially offset by lower stock-based compensation expense during the current period.
Exploration expenditures totaled $167,128 for the three months ended March 31, 2026, compared to $67,073 for the same period in 2025, representing an increase of $100,055, or 149%. The increase was driven by expanded exploration efforts related to the advancement of the Company's mineral interests.
Legal and accounting expenses totaled $95,186 for the three months ended March 31, 2026, compared to $45,810 for the same period in 2025, representing an increase of $49,376, or 108%. The increase primarily reflects higher professional service fees associated with financial reporting, regulatory compliance, and ongoing corporate activities.
Management and administrative expenses totaled $332,281 for the three months ended March 31, 2026, compared to $428,463 for the same period in 2025, representing a decrease of $96,182, or 22%. The decrease was primarily attributable to lower stock-based compensation expense recognized during the current period.
Liquidity and Capital Resources
The Company is in the exploration stage and has not generated revenues from operations. Accordingly, the Company is dependent upon external financing to fund its operations and advance its exploration activities.
As of March 31, 2026, the Company had cash and cash equivalents of $1,813,057 compared to cash and cash equivalents of $2,592,167 as of December 31, 2025. As of May 05, 2026, the Company had cash and cash equivalents of $1,677,457. Management believes the Company's existing cash resources are sufficient to fund its planned operations for at least the next twelve months.
The Company's future liquidity and capital requirements will depend on many factors, including the timing and cost of its exploration activities, evaluation of strategic alternatives and related decisions, and regulatory requirements. The Company's short-term liquidity needs consist primarily of exploration expenditures, lease payments, salaries, administrative expenses, and required principal and interest payments under the seller-financed promissory note issued in December 2025. Longer-term liquidity requirements include potential construction and equipment costs if the Company is able to advance its mining project toward production.
If the Company does not have sufficient cash to complete its exploration programs, it intends to seek additional funding through equity or debt financings or adjust its business plans accordingly. The Company may also consider alternative sources of funding, including potential mergers, asset sales, or additional agreements related to its exploration properties.
During the three months ended March 31, 2026, the Company used net cash in operating activities of $607,786, compared to net cash used in operating activities of $247,613 for the same period in 2025. The increase in cash used in operating activities during the current period was primarily attributable to higher operating expenditures associated with expanded exploration activities and increased professional fees.
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During the three months ended March 31, 2026, net cash used in investing activities was $211,324, compared to no investing activity during the same period in 2025. Investing activity in the current period consisted of expenditures related to the acquisition of mineral properties.
During the three months ended March 31, 2026, net cash provided by financing activities was $40,000, compared to $130,000 for the same period in 2025. Financing activities during the current period consisted of proceeds from the exercise of stock options, while the prior period included proceeds from the issuance of common stock and warrants.
The Company experienced a net decrease in cash and cash equivalents of $779,110 for the three months ended March 31, 2026, compared to a net decrease of $117,613 for the same period in 2025.
Going Concern
The condensed consolidated financial statements included in this Form 10-Q have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business.
The Company is in the exploration stage and has not generated revenues from operations. As of the date of this report, management believes the Company has sufficient cash to meet its normal operating requirements for at least the next twelve months. However, the Company's ability to continue to advance its exploration activities is dependent on its ability to obtain additional financing.
The Company plans, as funding allows, to continue advancing its South Mountain Project and to conduct exploration activities on its mineral properties. The extent and timing of these activities will depend on the availability of capital.
There can be no assurance that additional financing will be available on acceptable terms, or at all. If additional financing is not obtained, the Company may be required to reduce or delay its exploration activities and other expenditures in order to conserve cash and maintain its mineral property interests.
Contractual Obligations
The Company holds several leases pertaining to land parcels adjacent to its South Mountain patented and unpatented mining claims. The details of these leases are as follows:
Lowry Lease:
On October 24, 2008, the Company executed a lease agreement with William and Nita Lowry for a duration of 6 years, encompassing 376 acres at a rate of $20 per acre. The lease incorporated an option to extend for an additional 10 years at a revised rate of $30 per acre. Following the passing of the original lessors, the lease was inherited by Michael Lowry, their son. Commencing October 24, 2025, the Company executed an extension to the lease agreement with Michael Lowry for an additional 21 years, through October 24, 2046. Under the amended lease agreement, the annual rental payments for the first seven years increased to $40 per acre. The rental rate increases to $50 per acre for the second seven-year period and to $60 per acre for the final seven-year period.
Looten Lease:
On June 2, 2025, the Company executed a lease agreement with Kevin and Jo Looten for an initial term of 7 years, encompassing 18 acres at a rate of $30 per acre. The lease incorporates an option to extend for an additional 10 years at a revised rate of $40 per acre.
Lequerica & Sons Lease:
On August 22, 2025, the Company executed a lease agreement with Lequerica & Sons, Inc. for an initial term of 7 years, encompassing 432 acres at a rate of $30 per acre. The lease incorporates an option to extend for an additional 7 years at a revised rate of $40 per acre. The lease agreement also contains a right of first refusal in favor of the Company with respect to the underlying property, exercisable upon a proposed sale by the lessor.
16
OGT, LLC:
SMMI is the sole manager of the South Mountain Project in its entirety through a separate Mining Lease with Option to Purchase ("Lease Option") with the Company's majority-owned subsidiary OGT. SMMI has an option to purchase the South Mountain mineral interest for a capped $5 million less net returns royalties paid through the date of exercise. The Lease Option expires in November 2026. Under the Lease Option, SMMI paid annual $5,000 net returns royalty payments to OGT through November 2025. The final $5,000 payment was made in November 2025, and no further payments are required under this arrangement.
Idaho State Mineral Lease:
In March 2026, the Company was awarded mineral lease rights on approximately 3,500 acres of Idaho state land through a competitive auction process and submitted a winning bid of $210,000. In connection with the proposed lease, the Company also paid 2026 lease rent of $10,495 and a minimum annual royalty of $10,000.
As of March 31, 2026, the lease was subject to final approval by the Idaho State Land Board and had not yet been formally executed. Upon execution, the lease is expected to have a 20-year term and require ongoing annual lease payments and minimum royalty obligations to maintain the lease in good standing.
The leases and net royalty payments are summarized in the following table:
| Contractual obligations | Payments due by period | ||||
| Total* | Less than 1 year |
2-3 years |
4-5 years |
More than 5 years |
|
| Lowry Lease (yearly, October) (1) | $315,840 | $15,040 | $30,080 | $30,080 | $240,640 |
| Kevin and Jo Looten Trust | $3,780 | $540 | $1,080 | $1,080 | $1,080 |
| Lequerica & Sons Lease | $90,720 | $12,960 | $25,920 | $25,920 | $ 25,920 |
| Idaho State Lease (2) | $20,495 | $20,495 | - | - | - |
| Total | $430,835 | $49,035 | $57,080 | $57,080 | $267,640 |
(1) The amounts presented above reflect the current annual rental rates in effect as of December 31, 2025, and do not reflect scheduled future increases in rental rates.
(2) Represents annual lease rent and minimum royalty payments associated with the Idaho State mineral lease awarded in March 2026. The lease is subject to final approval by the Idaho State Land Board and had not been formally executed as of March 31, 2026. Future payments beyond the current period are dependent upon final lease execution and annual renewal.
Significant Accounting Policies
Our significant accounting policies are disclosed in Note 1 to the accompanying financial statements.
Off Balance Sheet Arrangements
As of March 31, 2026, we have no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a smaller reporting company as defined in Rule 12b-2 under the Exchange Act, the Company is not required to provide the information required by this item.
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 our principal executive and principal financial officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended).
17
Based on that evaluation, our principal executive and principal financial officer has concluded that, as of March 31, 2026, the Company's disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms.
Changes in Internal Controls Over Financial Reporting
There were no changes in the Company's internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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.
Factors that could cause our actual results to differ materially from those in this Quarterly Report on Form 10-Q include the risk factors described in the Company's 2025 Annual Report on Form 10-K. Any of these risk factors could result in a significant or material adverse effect on the Company's business, financial condition and/or results of operations. 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. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in the Company's 2025 Annual Report on Form 10-K, other than as set forth below.
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 March 31, 2026.
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 $11,220,236 as of March 31, 2026. 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.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There were no unregistered sales of equity securities by the Company during our fiscal quarter ended March 31, 2026, other than those disclosed below and reported in Current Reports on Form 8-K.
During the three months ended March 31, 2026, the Company received proceeds of $40,000 from the exercise of 250,000 stock options, including 100,000 options at an exercise price of $0.10 per share and 150,000 options at an exercise price of $0.20 per share.
The above-described sale and issuance of common shares was not registered under the Securities Act of 1933, as amended ("Securities Act"), or the securities laws of any state, are subject to resale restrictions and may not be offered or sold in the United States absent registration under the Securities Act or an exemption therefrom. The foregoing sale of securities has been determined to be exempt from registration in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.
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 Act and Item 104 of Regulation S-K is included in exhibit 95 to this Quarterly Report.
During the three months ended March 31, 2026, 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 U.S. operations requiring disclosure pursuant to Section 1503(a) of the Dodd-Frank Act.
Item 5. Other Information
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During our fiscal quarter ended March 31, 2026, none of our
Item 6. Exhibits
Documents which are filed as a part of this report:
Exhibits:
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| THUNDER MOUNTAIN GOLD, INC. | ||
| Date: May 12, 2026 | By: | /s/ Eric T. Jones |
| Name: | Eric T. Jones | |
| Title: | President and Chief Executive Officer | |
| Principal Financial Officer | ||
| (Principal Executive Officer and Principal Financial and Accounting Officer) |
||
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