Thunder Mountain Gold Clarifies Private Placement Financing

Rhea-AI Summary

Thunder Mountain Gold (OTCQB: THMG) clarified on October 3, 2025 that its private placement is for up to 10,000,000 Units at US$0.25 (CAD$0.35) per Unit to raise gross proceeds of up to US$2,500,000 (CAD$3,500,000). Each Unit includes one common share and one-half warrant (one full warrant per two Units). Each warrant allows purchase of one share at US$0.40 (CAD$0.55) for 24 months. Proceeds will fund exploration and general working capital. The financing has conditional approval from the TSX Venture Exchange, may close in tranches, is offered to accredited investors, and securities will be subject to a four‑month hold under TSXV policy.

Positive

• Gross proceeds up to US$2,500,000
• Offering size: 10,000,000 Units at US$0.25 each
• Warrant strike: US$0.40 for 24 months
• Proceeds earmarked for exploration and working capital
• Conditional TSXV approval received

Negative

• Potential issuance of 10,000,000 shares from Units
• Up to 5,000,000 additional shares if all warrants exercised
• Total potential dilution up to 15,000,000 shares
• Closing remains subject to TSXV conditions

Vancouver, British Columbia and Boise, Idaho--(Newsfile Corp. - October 3, 2025) - Thunder Mountain Gold, Inc. (TSXV: THM) (OTCQB: THMG) (the "Company" or "Thunder Mountain") is issuing this news release in order to clarify that the private placement announced in its news release disseminated earlier today (the "Original News Release") is for an aggregate of up to 10,000,000 units of the Company (each, a "Unit") at a price of US$0.25 (CAD$0.35) per Unit for gross proceeds of up to US$2,500,000 (CAD$3,500,000) (the "Private Placement"). The Original News Release had incorrectly referred to an offering of up to 1,000,000 Units but had correctly stated the aggregate offering proceeds of up to US$2,500,000 (CAD$3,500,000).

Each Unit will consist of one share of the Company's common stock (each, a "Common Share") and one-half common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one additional share of common stock of the Company at a price of US$0.40 (CAD$0.55) for a period of 24 months from the date of issuance. Subject to regulatory approval, the Company may close the Private Placement in one or more tranches.

The proceeds raised pursuant to the Private Placement will be used for exploration and for general working capital.

The Company has received the conditional approval of the TSX Venture Exchange to the completion of the Private Placement and closing remains subject to satisfaction to the conditions required by the TSX Venture Exchange.

The Private Placement will be made on a private placement basis to accredited investors only pursuant to exemptions from prospectus and registration requirements of applicable securities laws. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (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 will be "restricted securities" under the U.S. Securities Act. The securities issued in the Private Placement will be subject to a four-month hold period in accordance with the policies of the TSX Venture Exchange and applicable Canadian securities legislation.

This news release 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.

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 Mining 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.

The South Mountain Project

The South Mountain Mine is a polymetallic development project containing high-grade zinc, silver, gold, and copper, and is located on private land approximately 70 miles southwest of Boise, Idaho (See Figure 1 above). The Project is on private land, permitting has been, and should remain straightforward. The Project was intermittently mined from the late from 1940s to the late 1960s, most notably by Anaconda Copper, with over 4,000 feet of underground developmental workings that that have been rehabilitated, re-engineered, and are MSHA compliant. Thunder Mountain Gold Inc. purchased and advanced the project from 2007 through Present, with expenditures into the project of approximately US$25 million. Historic test mining and processing at the Project has mostly come from high-grade Carbonate Replacement Deposits (CRD) and skarn zones that remain open at depth and along strike. According to historical smelter records, approximately 53,642 tons of mineralized material have been mined and direct shipped to the smelter, with average grades; 14.5% Zn, 10.6 o.p.t. Ag (363.42 g/t Ag), 0.058 o.p.t. Au (1.98 g/t Au), 1.4% Cu, and 2.4% Pb were realized (See SK-1300 Technical Resource Statement, and NI 43-101 Technical Report: Updated Mineral Resource Estimate for the South Mountain Project, dated December 31, 2023, and December 15, 2023, respectively. More details are available on the Thunder Mountain Gold Inc. website and at www.SEC.gov, and www.sedarplus.ca).

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. 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/269004

FAQ

What did Thunder Mountain Gold (THMG) announce on October 3, 2025 about the private placement?

A private placement of up to 10,000,000 Units at US$0.25 to raise up to US$2,500,000.

What are the warrant terms in Thunder Mountain Gold's (THMG) October 3, 2025 financing?

Each Unit includes one-half warrant; full warrants allow purchase at US$0.40 for 24 months.

How will Thunder Mountain Gold (THMG) use proceeds from the October 3, 2025 placement?

Proceeds will be used for exploration and general working capital.

Is Thunder Mountain Gold's (THMG) private placement approved by regulators?

The placement has received conditional approval from the TSX Venture Exchange; closing is subject to conditions.

What investor restrictions apply to Thunder Mountain Gold's (THMG) October 3, 2025 offering?

Offered to accredited investors under exemptions; securities are restricted and not registered in the U.S.

What is the hold period for securities issued in Thunder Mountain Gold's (THMG) private placement?

Securities will be subject to a four‑month hold under TSXV policies and applicable Canadian laws.

What is the maximum potential dilution from Thunder Mountain Gold's (THMG) October 3, 2025 financing?

Issuance of 10,000,000 Units plus up to 5,000,000 warrant exercises — up to 15,000,000 new shares outstanding.