STOCK TITAN

Thunder Mountain Gold Announces Closing of Private Placement

(Moderate)
(Neutral)
Tags
private placement

Thunder Mountain Gold (OTCQB: THMG) closed a non-brokered private placement of 8,090,451 units at US$0.70 (CAD$1.00) per unit, raising gross proceeds of US$5,663,316 (CAD$8,090,451). Each unit comprises one common share and one-half warrant, with each whole warrant exercisable at US$1.00 (CAD$1.42) for 24 months.

According to Thunder Mountain Gold, proceeds will fund advancement of the South Mountain Project, including drilling, assaying, geophysical surveys and related administration. The company paid aggregate finder’s fees of US$66,563 (CAD$94,525) and issued 94,089 non-transferable finder warrants at US$1.00. The financing remains subject to final TSX Venture Exchange approval, and the securities are subject to U.S. resale restrictions and a four-month hold in Canada.

Loading...
Loading translation...

Positive

  • US$5.66M gross proceeds to fund South Mountain Project work
  • Equity units priced at US$0.70 with additional upside via warrants
  • Warrants and finder warrants exercisable at US$1.00 for 24 months
  • Financing closed, providing capital ahead of TSXV’s final approval decision

Negative

  • Issuance of 8,090,451 new shares plus warrants dilutes existing shareholders
  • Cash finder’s fees of US$66,563 increase transaction costs
  • Private placement still requires final TSX Venture Exchange approval, adding closing uncertainty

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google

Vancouver, British Columbia and Boise, Idaho--(Newsfile Corp. - August 21, 2026) - Thunder Mountain Gold, Inc.(TSXV: THM) (OTCQB: THMG) (the "Company" or "Thunder Mountain") is pleased to announce that, further to its news release dated July 8, 2026, the Company has closed its non-brokered private placement (the "Private Placement") consisting of 8,090,451 units of the Company (each, a "Unit") at a price of US$0.70 (CAD$1.00) per Unit for gross proceeds of US$5,663,316 (CAD$8,090,451).

Each Unit consists of one share of the Company's common stock (each, a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to purchase one additional Common Share at a price of US$1.00 (CAD$1.42) for a period of 24 months from the date of issuance.

The proceeds raised pursuant to the Private Placement will be used for advancing the South Mountain Project, including drilling, assaying, and geophysical surveys and general administration to carry out these programs.

In connection with the completion of the Private Placement, the Company paid a cash finder's fee to four Canadian brokers in the aggregate amount of US$66,563 (CAD$94,525) and issued an aggregate of 94,089 non-transferable common share purchase warrants (the "Finder Warrants"). Each Finder Warrant entitles the holder to acquire one Common Share (a "Finder Warrant Share") at a price of US$1.00 (CAD$1.42) per Finder Warrant Share for a period of 24 months from the date of issuance.

The Private Placement remains subject to the final approval of the TSX Venture Exchange (the "TSXV").

This news release is issued pursuant to, and in accordance with, Rule 135c under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and shall not constitute an offer to sell or the solicitation of an offer to buy; nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation, or sale would be unlawful.

The securities described herein have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not be offered or sold within the United States or to "U.S. persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws, or pursuant to exemptions therefrom. The securities issued in the Private Placement are "restricted securities" under the U.S. Securities Act. The securities issued in the Private Placement to Canadian subscribers are subject to a four-month hold period in accordance with the policies of the TSXV and applicable Canadian securities legislation.

Forward-Looking Statements

This press release contains forward-looking statements that are based on the beliefs of management and reflect the Company's current expectations. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof. Forward-looking statements in this press release include, but are not limited to, and statements related to the anticipated use of proceeds from the Private Placement. The forward-looking statements are based on certain assumptions, which could change materially in the future. By their nature, forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on forward-looking information. Forward-looking information is provided as of the date of this press release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required in accordance with applicable laws.

Cautionary Note to Investors

Neither the TSX Venture Exchange nor 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/310822

FAQ

What are the key terms of Thunder Mountain Gold’s (OTCQB: THMG) August 21, 2026 private placement?

Thunder Mountain Gold completed a non-brokered private placement of 8,090,451 units at US$0.70 each, raising US$5,663,316 in gross proceeds. Each unit includes one common share and one-half warrant, with each whole warrant exercisable at US$1.00 for 24 months, according to the company.

How much capital did Thunder Mountain Gold (THMG) raise and at what price per unit?

Thunder Mountain Gold raised gross proceeds of US$5,663,316 (CAD$8,090,451) by issuing 8,090,451 units at US$0.70 (CAD$1.00) per unit. According to the company, each unit consists of one common share and one-half warrant, providing both immediate equity and potential future warrant exercise proceeds.

What are the warrant terms in Thunder Mountain Gold’s 2026 private placement financing?

Each whole warrant from the private placement allows the holder to buy one common share at US$1.00 (CAD$1.42) for 24 months. According to Thunder Mountain Gold, 94,089 additional non-transferable finder warrants carry the same US$1.00 exercise price and 24-month term for Canadian brokers.

How will Thunder Mountain Gold use the proceeds from the August 2026 private placement?

Thunder Mountain Gold plans to use private placement proceeds to advance its South Mountain Project. According to the company, funds will support drilling, assaying, geophysical surveys and related general administration required to execute these programs, aligning the financing directly with project development activities and technical work.

Are Thunder Mountain Gold (THMG) private placement securities subject to resale or hold restrictions?

Yes, the securities issued are restricted under the U.S. Securities Act and cannot be sold in the United States without compliance or exemptions. According to Thunder Mountain Gold, securities issued to Canadian subscribers are also subject to a four-month hold period under TSXV policies and Canadian securities laws.

Is Thunder Mountain Gold’s August 21, 2026 private placement fully approved by the TSX Venture Exchange?

The private placement has closed but still requires final approval from the TSX Venture Exchange. According to Thunder Mountain Gold, completion remains subject to this final TSXV decision, which is a standard post-closing condition for such financings in the Canadian venture market.

What finder’s fees were paid in Thunder Mountain Gold’s (THMG) 2026 private placement?

Thunder Mountain Gold paid aggregate cash finder’s fees of US$66,563 (CAD$94,525) to four Canadian brokers. According to the company, it also issued 94,089 non-transferable finder warrants, each allowing the purchase of one common share at US$1.00 (CAD$1.42) for 24 months from issuance.