Thunder Mountain Gold Announces Bylaw Amendment and AGM Voting Results

Rhea-AI Summary

Thunder Mountain Gold (OTCQB: THMG) amended its bylaws to lower shareholder meeting quorum requirements to one-third (1/3) of outstanding voting shares, effective prior to the annual meeting held January 28, 2026. Shareholders elected four directors and approved Assure CPA, LLC as auditor for the ensuing fiscal year.

The company reiterated its focus on its principal assets, including the South Mountain Mine and the Trout Creek gold exploration project in Idaho and Nevada-adjacent ground.

Positive

• Bylaw amended to 1/3 quorum, enabling meetings to proceed with fewer shareholders
• Shareholders elected four directors (Eric T. Jones; Ralph Noyes; Doug Glaspev; James Sabala)
• Assure CPA, LLC appointed as auditor for the ensuing fiscal year
• Principal assets reaffirmed: South Mountain Mine and 100% Trout Creek Project

Negative

• Lowering quorum to 1/3 could reduce shareholder participation required for corporate actions
• Quorum change may increase governance risk if a small shareholder subset approves major decisions

Boise, Idaho--(Newsfile Corp. - February 5, 2026) - Thunder Mountain Gold, Inc. (OTCQB: THMG) (TSXV: THM) ("Thunder Mountain Gold" or the "Company").

The Board of Directors (the "Board") of the Company approved an amendment to the Company's Bylaws (the "Bylaws"), effective prior to the Company's annual meeting of shareholders held on January 28, 2026 (the "Annual Meeting"). The sole purpose of the amendment was to amend the quorum requirements of the meetings of shareholders, from a majority of the outstanding shares of the Company entitled to vote, to one-third (1/3) of the outstanding shares of the Company entitled to vote, represented in person or by proxy.

The Annual Meeting was held on January 28, 2026, pursuant to a definitive notice and proxy statement filed with the SEC on December 23, 2025. The Company's shareholders approved the election of all directors, and the appointment of Assure CPA, LLC as the Company's auditor for the ensuing fiscal year. The directors elected to serve on the Board for the ensuing year are Eric T. Jones, Ralph Noyes, Doug Glaspev, and James Sabala.

Regarding Thunder Mountain Gold, Inc.

Thunder Mountain Gold Inc., a junior exploration company founded in 1935, owns interests in base and precious metals projects in the western U.S. The Company's principal asset is The South Mountain Mine, a historic former Anaconda Copper Company development of zinc, silver, gold, lead, and copper, located on private land in Owyhee County Idaho. Thunder Mountain Gold also owns 100% of the Trout Creek Project - a gold exploration project located along the western flank of the Shoshone Mountain Range in the Reese River Valley, adjacent to and surrounded by Nevada Gold Mines, a Barrick and Newmont Gold, Inc. joint venture. For more information on Thunder Mountain Gold, please visit the Company's website at www.Thundermountaingold.com.

Cautionary Note to Investors

This news release is intended for release in the United States only. Neither the TSX Venture Exchange, the OTCQB, nor either of its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information, please contact:

Thunder Mountain Gold, Inc.
Eric T. Jones
President and Chief Executive Officer
Eric@thundermountaingold.com
Office: (208) 658-1037

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282931

FAQ

What did Thunder Mountain Gold (THMG) change in its bylaws on January 28, 2026?

The company changed the shareholder meeting quorum to one-third (1/3) of outstanding voting shares. According to the company, the amendment was effective prior to the January 28, 2026 annual meeting to formalize lower quorum requirements.

Who were elected to Thunder Mountain Gold's (THMG) board at the January 28, 2026 meeting?

Shareholders elected Eric T. Jones, Ralph Noyes, Doug Glaspev, and James Sabala to the board. According to the company, all director nominees were approved to serve for the ensuing year.

Which auditor did Thunder Mountain Gold (THMG) appoint for the ensuing fiscal year?

The company appointed Assure CPA, LLC as its auditor for the ensuing fiscal year. According to the company, shareholders approved the auditor appointment at the January 28, 2026 annual meeting.

How might THMG's quorum change to 1/3 affect shareholders and meetings?

Lowering quorum to one-third may allow meetings to proceed with fewer participating shareholders. According to the company, the amendment reduces the share threshold needed to transact business at shareholder meetings.

What are Thunder Mountain Gold's (THMG) principal assets mentioned with the 2026 AGM results?

The company identifies the South Mountain Mine and the 100% owned Trout Creek Project as principal assets. According to the company, these assets represent its base and precious metals exploration focus in the western U.S.