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Thunder Mountain Gold (THMG) sets debt settlement and $6.4M private placement

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

Rhea-AI Filing Summary

Thunder Mountain Gold, Inc. is converting outstanding compensation into shares and arranging new equity financing to support its South Mountain exploration project.

The board approved a debt-for-shares deal of up to 1,578,036 Common Shares at US$0.70 each to settle about US$1,104,625 owed to the CEO and former service providers. This includes 670,714 shares to the CEO for US$469,500, treated as a related-party transaction under Canadian rules but exempt from valuation and minority approval, and still subject to TSX Venture Exchange approval.

The company also approved a non-brokered private placement of up to 9,143,000 Units at US$0.70 for gross proceeds of roughly US$6.4 million. Each Unit includes one share and a half-warrant, with each whole warrant allowing purchase of a share at US$1.00 for 24 months. Proceeds are earmarked to advance drilling and studies at South Mountain. All securities will be restricted, carry hold periods, and rely on U.S. private placement exemptions.

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Insights

Thunder Mountain reduces payables and raises project capital via equity-heavy transactions, bringing dilution but strengthening funding for South Mountain.

Thunder Mountain Gold plans to settle about US$1.10 million of compensation-related debt by issuing up to 1,578,036 shares at US$0.70. This cleans up obligations to the CEO and former service providers without near-term cash outlay, but increases the share count once approved by the TSX Venture Exchange.

Separately, the company targets roughly US$6.4 million through a non-brokered private placement of up to 9,143,000 units at US$0.70, each with a half-warrant exercisable at US$1.00 for 24 months. This structure adds both immediate equity and potential future shares if warrants are exercised.

Proceeds are directed to advancing the South Mountain Project, including drilling and geophysical work, tying the financing directly to asset development. Actual impact on ownership and dilution will depend on how much of the placement is completed and later warrant exercises, with timing anchored to closings that remain subject to TSX Venture Exchange approval.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
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, and exhibit attachments filed with this report.
Debt settlement shares 1,578,036 Common Shares at US$0.70 Proposed shares-for-debt transaction
Debt amount settled US$1,104,625 Aggregate compensation-related debt converted to equity
CEO portion of settlement 670,714 shares for US$469,500 Related-party issuance to Insider
Private placement size Up to 9,143,000 Units at US$0.70 Non-brokered financing, ≈US$6.4M gross proceeds
Warrant exercise price US$1.00 per Warrant Share Warrants exercisable for 24 months
Finder fee rate Up to 6% of gross proceeds Cash and Finder Warrants on private placement
Historic South Mountain spend Approximately US$25 million Expenditures on project since 2007
Historic mined tonnage 53,642 tons Mineralized material historically shipped with high grades
Debt Settlement financial
"aggregate debt amount of US$1,104,625 (CAD$1,578,036) (the "Debt Settlement")."
A debt settlement is an agreement where a borrower negotiates to pay less than the full amount owed to creditors in exchange for closing the obligation. Think of it like settling a disputed bill for a lower price to avoid continued collection; for investors, it can immediately reduce a company’s reported liabilities but may signal financial distress, hurt credit ratings, trigger one-time losses, or change future borrowing costs.
non-brokered private placement financial
"approved a non-brokered private placement, as described further below, for an aggregate value"
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.
Multilateral Instrument 61-101 regulatory
"constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders"
Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.
restricted securities regulatory
"The Common Shares will constitute "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.
Regulation D regulatory
"pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Regulation S regulatory
"outside the United States pursuant to Regulation S under the Securities Act (the "Regulation S Offering")."
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.
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FAQ

What debt is Thunder Mountain Gold (THMG) settling through share issuance?

Thunder Mountain Gold plans to settle about US$1,104,625 in compensation-related debt by issuing up to 1,578,036 Common Shares at US$0.70 each. Creditors include the President and CEO plus certain former service providers, converting payables into equity instead of cash.

How is the Thunder Mountain Gold (THMG) CEO involved in the debt settlement?

The CEO is expected to receive 670,714 Common Shares in exchange for US$469,500 of owed compensation. This portion is treated as a related-party transaction under MI 61-101, but the company is using exemptions because the CEO’s participation is below 25% of market capitalization.

What are the key terms of Thunder Mountain Gold’s (THMG) private placement?

The company approved a non-brokered private placement of up to 9,143,000 Units at US$0.70 for about US$6.4 million in gross proceeds. Each Unit includes one share and a half-warrant; each whole warrant can buy a share at US$1.00 for 24 months.

How will Thunder Mountain Gold (THMG) use the proceeds from the private placement?

Proceeds from the private placement will fund work at the South Mountain Project. The company highlights drilling, assaying, geophysical surveys, and general administration needed to carry out these programs, directly linking new capital to advancing its principal polymetallic mine asset.

What regulatory approvals and restrictions apply to Thunder Mountain Gold’s (THMG) financings?

Both the debt settlement and private placement are subject to TSX Venture Exchange approval. Securities are offered under U.S. private placement exemptions, will be “restricted securities” bearing legends, and are subject to a four-month hold period under Canadian securities rules.

What are the warrant terms in Thunder Mountain Gold’s (THMG) private placement and finder fees?

Each Unit includes a half-warrant; every whole warrant allows buying one share at US$1.00 for 24 months. Subject to TSX Venture Exchange approval, finders may receive fees up to 6% of gross proceeds plus Finder Warrants, also exercisable at US$1.00 for 24 months.

false 2026-07-08 0000711034 Thunder Mountain Gold, Inc. 0000711034 2026-07-08 2026-07-08 0000711034 dei:FormerAddressMember 2026-07-08 2026-07-08

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): July 8, 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(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 7 - Regulation FD

Item 7.01 Regulation FD Disclosure.

On July 8, 2026, Thunder Mountain Gold, Inc. (the "Company") issued a press release announcing that its board of directors has approved the proposed issuance of up to 1,578,036 Common Shares at a deemed price per Common Share of US$0.70 (CAD$1.00) to settle outstanding compensations payable to the President and Chief Executive Officer (the "Insider") and to certain former service providers of the Company, including one former officer, in aggregate debt amount of US$1,104,625 (CAD$1,578,036) (the "Debt Settlement").

The issuance of 670,714 Common Shares to the Insider in satisfaction of US$469,500 constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company is relying on the exemption from valuation requirement and minority approval pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the participation by the Insider in the Debt Settlement does not represent more than 25% of the fair market value of the Company's market capitalization.

The completion of the Debt Settlement remains subject to the approval of the TSX Venture Exchange.

The Common Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any U.S. state securities laws. The Common Shares will constitute "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 Common Shares issued in the Debt Settlement will be subject to a four-month hold period in accordance with the policies of the TSX Venture Exchange and applicable Canadian securities legislation, in addition to such other restrictions as may apply under the Securities Act.

A copy of the press release is furnished herewith as Exhibit 99.1.

The press release and this Current Report on Form 8-K do not constitute an offer to sell, or a solicitation of an offer to buy any security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

Section 8 - Other Events

Item 8.01 Other Events.

On July 8, 2026, the Company issued a press release pursuant to Rule 135c under the Securities Act announcing that its board of directors has approved a non-brokered private placement, as described further below, for an aggregate value of up to approximately US$6.4 million in gross proceeds raised through the issuance of units of the Company (each, a "Unit") at a price of US$0.70 (CAD$1.00) (the "Private Placement"). 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 Common Share (each, a "Warrant Share") at a price of US$1.00 (CAD$1.42) 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 advancing the South Mountain Project, including drilling, assaying, geophysical surveys, and general administration to carry out these programs.

The completion of the Private Placement remains subject to the approval of the TSX Venture Exchange.

The Units, the underlying Common Shares and Warrants, and the Warrant Shares issuable upon exercise of the Warrants, have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") , or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Private Placement will be conducted (i) in the United States pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder (the "U.S. Offering"), and (ii) outside the United States pursuant to Regulation S under the Securities Act (the "Regulation S Offering"). The 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, and any Warrant Shares issued upon exercise of the 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 will be subject to a four-month hold period in accordance with the policies of the TSX Venture Exchange and applicable Canadian securities legislation, in addition to such other restrictions as may apply under the Securities Act.

A copy of the press release is filed herewith as Exhibit 99.2 in accordance with Rule 135c under the Securities Act.

The press release and this Current Report on Form 8-K do not constitute an offer to sell, or a solicitation of an offer to buy any security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

Item 9.01. Financial Statements and Exhibits.

99.1 Press Release of Thunder Mountain Gold, Inc. regarding the Debt Settlement, dated July 8, 2026.
99.2 Press Release of Thunder Mountain Gold, Inc. regarding the Private Placement, dated July 8, 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: July 9, 2026





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

TSX-V:  THM
OTCQB:   THMG
 

 


News Release

THUNDER MOUNTAIN GOLD ANNOUNCES PROPOSED SHARES FOR DEBT SETTLEMENT

Vancouver, British Columbia and Boise, Idaho - July 8, 2026 - Thunder Mountain Gold, Inc. (the "Company" or "Thunder Mountain") (TSX-V: THM; OTCQB: THMG) is pleased to announce that its board of directors has approved the proposed issuance of up to 1,578,036 Common Shares at a deemed price per Common Share of US$0.70 (CAD$1.00) to settle outstanding compensations payable to the President and Chief Executive Officer (the "Insider") and to certain former service providers of the Company, including one former officer, in aggregate debt amount of US$1,104,625 (CAD$1,578,036) (the "Debt Settlement").

The issuance of 670,714 Common Shares to the Insider in satisfaction of US$469,500 constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company is relying on the exemption from valuation requirement and minority approval pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the participation by the Insider in the Debt Settlement does not represent more than 25% of the fair market value of the Company's market capitalization.

The completion of the Debt Settlement remains subject to the approval of the TSX Venture Exchange.

The Common Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any U.S. state securities laws.  The Debt Settlement will be conducted in the United States pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. The Common Shares will constitute "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 Common Shares issued in the Debt Settlement will be subject to a four-month hold period in accordance with the policies of the TSX Venture Exchange and applicable Canadian securities legislation, in addition to such other restrictions as may apply under the Securities Act.

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.

Website: www.thundermountaingold.com
OTCQB: THMG TSX-V: THM 


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 silver, gold, zinc, copper, and lead, 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. The Project is on private land, permitting has been, and should remain straightforward. The Project was intermittently mined from the late 1940s to the late 1960s, most notably by Anaconda Copper, with over 8,000 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.sedar.com).

Technical Data in this Release

The technical information in this news release was reviewed and approved by Steven A. Osterberg, Ph.D., P.G., Q.P. consulting geologist, and is a "Qualified Person" as defined by the U.S. S-K 1300 regulations & National Instrument 43-101 (Canada) standards. 

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




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

TSX-V:  THM
OTCQB:   THMG
 

 


News Release

THUNDER MOUNTAIN GOLD ANNOUNCES PRIVATE PLACEMENT FINANCING

Vancouver, British Columbia and Boise, Idaho - July 8, 2026 - Thunder Mountain Gold, Inc. (the "Company" or "Thunder Mountain") (TSX-V: THM; OTCQB: THMG) is pleased to announce that its board of directors has approved a non-brokered private placement, as described further below, for an aggregate value of up to approximately US$6.4 million in gross proceeds raised through the issuance of up to 9,143,000 units of the Company (each, a "Unit") at a price of US$0.70 (CAD$1.00) (the "Private Placement").  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 Common Share (each, a "Warrant Share") at a price of US$1.00 (CAD$1.42) 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 advancing the South Mountain Project, including drilling, assaying, geophysical surveys, and general administration to carry out these programs.

The completion of the Private Placement remains subject to the approval of the TSX Venture Exchange.

The Units, the underlying Common Shares and Warrants, and the Warrant Shares issuable upon exercise of the Warrants, have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.  The Private Placement will be conducted (i) in the United States pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder (the "U.S. Offering"), and (ii) outside the United States pursuant to Regulation S under the Securities Act (the "Regulation S Offering").  The 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, and any Warrant Shares issued upon exercise of the 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.


Website: www.thundermountaingold.com
OTCQB: THMG TSX-V: THM


Subject to the approval of the TSX Venture Exchange, the Company intends to pay finder's fees to certain finders (collectively, the "Finders") in an amount up to 6% of the gross proceeds raised under the Private Placement and by the issuance of that number of non-transferable common share purchase warrants (the "Finder Warrants").  Each Finder Warrant will entitle the holder to acquire one common share in the capital of the Company (the "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. Any Finder that receives compensation in connection with the offer or sale of securities in the United States or to U.S. persons, or otherwise engages in activities that would constitute acting as a "broker" within the meaning of Section 3(a)(4) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), must either: (i) be registered as a broker-dealer with the U.S. Securities and Exchange Commission (the "SEC") pursuant to Section 15(a) of the Exchange Act; or (ii) qualify for an applicable exemption from such registration requirement under U.S. federal securities laws.

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, in addition to such other restrictions as may apply under the Securities Act.

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.

This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

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 silver, gold, zinc, copper, and lead, 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. The Project is on private land, permitting has been, and should remain straightforward. The Project was intermittently mined from the late 1940s to the late 1960s, most notably by Anaconda Copper, with over 8,000 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.sedar.com).


Technical Data in this Release

The technical information in this news release was reviewed and approved by Steven A. Osterberg, Ph.D., P.G., Q.P. consulting geologist, and is a "Qualified Person" as defined by the U.S. S-K 1300 regulations & National Instrument 43-101 (Canada) standards. 

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


Filing Exhibits & Attachments

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