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Thunder Mountain Gold (THMG) adds 2-year warrants in new financing

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Thunder Mountain Gold, Inc. (THMG) reported that it closed a non-brokered private placement of 8,090,451 Units at US$0.70 (CAD$1.00) per Unit for gross proceeds of US$5,663,316 (CAD$8,090,451). Each Unit includes one common share and one-half of one warrant; each whole warrant allows the purchase of one additional common share at US$1.00 (CAD$1.42) for 24 months from issuance.

The company states that proceeds will be used to advance the South Mountain Project, including drilling, assaying, geophysical surveys and related administration. In connection with the placement, Thunder Mountain Gold paid an aggregate cash finder’s fee of US$66,563 (CAD$94,525) and issued 94,089 non-transferable finder warrants with the same US$1.00 (CAD$1.42) exercise price and 24‑month term.

The financing was completed outside the United States under Regulation S and remains subject to final approval of the TSX Venture Exchange. All securities issued are characterized as “restricted securities” under U.S. law, with Canadian subscribers also subject to a four‑month hold period.

Positive

  • None.

Negative

  • None.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Units issued in Private Placement 8,090,451 Units Aggregate Units sold in the private placement
Unit price US$0.70 (CAD$1.00) per Unit Purchase price per Unit in the private placement
Gross proceeds US$5,663,316 (CAD$8,090,451) Total gross proceeds from the private placement
Warrant exercise price US$1.00 (CAD$1.42) per share Exercise price for Warrants and Finder Warrants
Warrant term 24 months Exercise period from date of issuance
Cash finder’s fee US$66,563 (CAD$94,525) Aggregate cash finder’s fee paid to four Canadian brokers
Finder Warrants issued 94,089 Finder Warrants Aggregate non-transferable Finder Warrants issued
non-brokered private placement financial
"the Company has closed its non-brokered private placement"
A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.
Regulation S regulatory
"conducted outside the United States pursuant to Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
restricted securities regulatory
"will be "restricted securities" under the Securities Act and shall bear a U.S. restrictive legend"
Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.
TSX Venture Exchange financial
"subject to the final approval of the TSX Venture Exchange"
A junior stock exchange in Canada where smaller, early-stage companies list shares to raise capital and gain public visibility. Think of it as a farmers’ market for young businesses: it offers investors a chance to buy into fast-growing but higher-risk ventures, with looser listing rules and typically lower liquidity than major exchanges. It matters because performance and financing on this exchange can signal growth prospects or risk for investors.
hold period regulatory
"subject to a four-month hold period in accordance with the policies of the TSXV"
A hold period is a specific span of time during which an investor is required or expected to keep a security or asset and cannot freely sell it or realize its value. It matters because it limits liquidity and can affect tax treatment, risk exposure and timing of gains or losses—like a cooling-off or fixed-term commitment that prevents you from quickly cashing out even if market conditions change.
Finder Warrants financial
"issued an aggregate of 94,089 non-transferable common share purchase warrants (the "Finder Warrants")"
Finder warrants are tradable rights given to a broker, advisor, or intermediary as payment for introducing new investors, allowing that finder to buy a set number of company shares at a fixed price within a defined time. They matter to investors because they can dilute existing ownership if converted and can create future selling pressure, while also signaling that the company is paying to attract capital—potential upside exists if the stock rises above the warrant price.

FAQ

What financing transaction did THMG announce in this 8-K?
Thunder Mountain Gold, Inc. closed a non-brokered private placement of 8,090,451 Units at US$0.70 per Unit, for total gross proceeds of US$5,663,316, with each Unit including one common share and one-half of one common share purchase warrant.

How will Thunder Mountain Gold (THMG) use the private placement proceeds?
Thunder Mountain Gold states that the US$5,663,316 raised will be used for advancing the South Mountain Project, including drilling, assaying, geophysical surveys, and related general administration needed to carry out these programs.

What are the terms of the warrants issued in THMG’s private placement?
Each whole warrant entitles the holder to purchase one common share at an exercise price of US$1.00 (CAD$1.42) for a period of 24 months from the date of issuance. 94,089 Finder Warrants were also issued on the same price and term.

What fees and additional securities did THMG issue to finders?
In connection with the private placement, Thunder Mountain Gold paid an aggregate cash finder’s fee of US$66,563 (CAD$94,525) and issued 94,089 non-transferable Finder Warrants, each exercisable for one common share at US$1.00 for 24 months.

Are THMG’s private placement securities freely tradable?
No. The Units, underlying shares, warrants, Warrant Shares, Finder Warrants, and Finder Warrant Shares are “restricted securities” under the U.S. Securities Act. Securities issued to Canadian subscribers are also subject to a four‑month hold period under TSXV policies and Canadian law.

What regulatory approvals and exemptions apply to THMG’s private placement?
The transaction was conducted outside the United States under Regulation S of the U.S. Securities Act and remains subject to the final approval of the TSX Venture Exchange. The securities are not registered under the U.S. Securities Act or state securities laws.

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Understanding 8-K Material Events →
false 2026-08-20 0000711034 Thunder Mountain Gold, Inc. 0000711034 2026-08-20 2026-08-20 0000711034 dei:FormerAddressMember 2026-08-20 2026-08-20

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 20, 2026

THUNDER MOUNTAIN GOLD, INC.
(Exact name of registrant as specified in its charter)

Idaho 001-08429 91-1031075
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

11770 W. President Drive, Ste. F
 Boise, Idaho, United States 83713
 (Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (208) 658-1037

11770 W. President Dr., Ste. F
 Boise, Idaho, 83713 United States
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class   Trading Symbols   Name of each exchange on which registered
Common Stock, $0.001 par value   THMG   OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☐

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. ☐

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

On August 20, 2026, Thunder Mountain Gold, Inc. (the "Company") closed a private placement (the "Private Placement") consisting of an aggregate 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 an aggregate cash finder's fee of US$66,563 (CAD$94,525) and issued an aggregate of 94,089 non-transferable common share purchase warrants (the "Finder Warrants") to four Canadian brokers. 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 Private Placement, including the issuance of the Finder Warrants, was conducted outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The Warrants and the Finder Warrants may not be exercised by or for the account or benefit of a U.S. person or a person in the United States absent an exemption from the registration requirements of the Securities Act and any applicable U.S. state securities laws. The Units, the underlying Common Shares and Warrants, any Warrant Shares issued upon exercise of the Warrants, the Finder Warrants, and any Finder Warrant Shares issued upon exercise of the Finder Warrants, will be "restricted securities" under the Securities Act and shall bear a U.S. restrictive legend, in addition to such additional legends as shall be required under applicable Canadian securities legislation and the policies of the TSX Venture Exchange. 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.

Section 8 - Other Events

Item 8.01 Other Events.

The Company issued a press release announcing the closing of the Private Placement in accordance with Rule 135c under the Securities Act on August 21, 2026, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

99.1 Press Release of Thunder Mountain Gold, Inc. regarding Closing of the Private Placement, dated August 21, 2026.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

THUNDER MOUNTAIN GOLD, INC.

(Registrant)

By: /s/ ERIC T. JONES

Eric T. Jones

President and Chief Executive Officer

Date: August 20, 2026



TSX-V:  THM
OTCQB:   THMG

THUNDER MOUNTAIN
GOLD INC.
 

11770 W. President Dr., Ste. F
Boise, Idaho 83713
phone: (208) 658-1037
 

News Release

THUNDER MOUNTAIN GOLD ANNOUNCES CLOSING OF PRIVATE PLACEMENT

Vancouver, British Columbia and Boise, Idaho - August 21, 2026 - Thunder Mountain Gold, Inc. (the "Company" or "Thunder Mountain") (TSX-V: THM; OTCQB: THMG) 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.

Website: www.thundermountaingold.com
OTCQB: THMG

TSX-V: THM

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

Source: View Original Filing on SEC EDGAR

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