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Thunder Mountain Gold appoints Ron Clayton director

The award covers up to 400,000 shares at $0.75 each; the options vest immediately upon grant and are subject to TSX Venture Exchange approval.

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Form Type
8-K

Rhea-AI Filing Summary

Thunder Mountain Gold, Inc. (THMG) appointed Ron Clayton as a director, effective October 1, 2026. Clayton has more than 40 years of mining-industry experience and currently serves as chairman of i-80 Gold Corporation’s board and its Technical, Safety, Environmental and Sustainability Committee. His prior roles include executive and director positions at 1911 Gold Corporation and Tahoe Resources Inc., and operating leadership roles at Hecla Mining Company, Stillwater Mining Company and Climax Molybdenum Company.

In connection with the appointment, the company granted Clayton 400,000 stock options to purchase up to 400,000 common shares at an exercise price of $0.75 per share. The options vest immediately upon grant, have a five-year term from October 1, 2026, and are subject to TSX Venture Exchange approval. They expire September 30, 2031. Securities issued to Clayton will be restricted securities and subject to an Exchange four-month hold period.

Filing Explained

Although Item 3.02 is titled “Unregistered Sales of Equity Securities,” this filing reports a grant of 400,000 options to buy shares, subject to TSX Venture Exchange approval—not issuance of those shares; if issued, the additional shares would increase the share count and reduce existing holders’ percentage ownership.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Stock options granted 400,000 options Granted to Ron Clayton in connection with his director appointment.
Maximum option shares Up to 400,000 shares Common shares purchasable under the options.
Exercise price $0.75 per share Price per Option Share.
Option term 5 years From the October 1, 2026 grant date.
Option expiration September 30, 2031 Expiration date stated for the options.
Mining industry experience More than 40 years Experience attributed to Ron Clayton.
2014 Stock Option Plan financial
"under the Company's 2014 Stock Option Plan"
exercise price financial
"at an exercise price of $0.75 per Option Share"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
restricted securities regulatory
"issued as "restricted securities""
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.
four-month hold period regulatory
"subject to an Exchange four-month hold period"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the terms of Ron Clayton’s THMG stock options?

Ron Clayton received 400,000 options to purchase up to 400,000 common shares at $0.75 per share. They vest immediately upon grant, are subject to TSX Venture Exchange approval, run for five years from October 1, 2026, and expire September 30, 2031.

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

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false 2026-10-01 0000711034 Thunder Mountain Gold, Inc. 0000711034 2026-10-01 2026-10-01 0000711034 dei:FormerAddressMember 2026-10-01 2026-10-01

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): October 1, 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.

To the extent required by Item 3.02 of Form 8-K, the information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference. The transaction is relying on the exemption from registration provided by Section 4(a)(2) of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable exemptions from state securities registration requirements.

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Thunder Mountain Gold, Inc. (the "Company") appointed Mr. Ron Clayton as a director of the Company effective October 1, 2026.

As a result, the Company's current directors and officers are as follows:

  Name     Position  
Eric Jones   President, Chief Executive Officer and Director
     
Ron Clayton   Director
     
James A. Sabala   Director
     
Ralph Noyes   Director (Chairman)
     
Douglas J. Glaspey   Director
     
Megan Anderson   Chief Financial Officer
     
Rocky Chase   Vice-President of Operations
     
Steve Osterberg   Senior Vice President of Exploration
           

Mr. Clayton brings more than 40 years of mining industry experience across underground and open- pit operations, executive leadership, corporate governance, safety, environmental stewardship, sustainability, exploration, development, and production. His career spans site operations, project development, corporate management, and public-company board oversight. His career includes leadership responsibilities in Nevada, Idaho, Washington, Colorado, Manitoba, and other mining jurisdictions.

Mr. Clayton currently serves as Chairman of the Board of i-80 Gold Corporation since March 2021 and as Chairman of its Technical, Safety, Environmental and Sustainability Committee. Mr. Clayton previously acted as President and Chief Executive Officer of 1911 Gold Corporation (January 2019 to March 2022) and as a director of 1911 Gold Corporation (December 2018 to May 2022), a director of Gold Standard Ventures Corporation (January 2018 to August 2022). He also served as a director of Mayfair Gold Corporation, President, Chief Executive Officer and a director of Tahoe Resources Inc., Chief Operating Officer of Tahoe Resources Inc. and Chief Operating Officer of Hecla Mining Co.


Mr. Clayton holds a Bachelor of Science in Mining Engineering from the Colorado School of Mines and completed the Tuck Executive Education Program at Dartmouth.

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, solicitation or sale would be unlawful.

Compensation

In connection with Mr. Clayton's appointment as a director of the Company, the Company has granted Mr. Clayton 400,000 stock options (the "Options") under the Company's 2014 Stock Option Plan to purchase up to 400,000 shares of common stock of the Company (each, an "Option Share") at an exercise price of $0.75 per Option Share for a period of five years from the date of grant of October 1, 2026 expiring on September 30, 2031, subject to the approval of the TSX Venture Exchange (the "Exchange"). The Options vest immediately upon grant.

All securities issued to Mr. Clayton will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the U.S. Securities Act and applicable exemptions from state securities registration requirements, and will be issued as "restricted securities" (as defined in Rule 144 under the U.S. Securities Act). In addition, such securities will be subject to an Exchange four-month hold period.

No Family Relationships with Existing Directors or Executive Officers

Mr. Clayton is not related to any existing director or executive officer of the Company, and, except as disclosed in this current report, the Company has neither nominated nor chosen any other person (whether related to Mr. Clayton or otherwise) to become a director or executive officer of the Company.

No Related Party Transactions

There are no transactions involving the Company and Mr. Clayton that are required to be reported pursuant to Item 404(a) of Regulation S-K. Mr. Clayton has not been party to any transaction with the Company since the beginning of the Company's last fiscal year, and is not party to any proposed transaction with the Company, involving an amount exceeding $120,000 and in which he had or will have a direct or indirect material interest.

No legal proceedings

Mr. Clayton has not been involved in any legal proceedings required to be disclosed pursuant to Item 401(f) of Regulation S-K during the past ten years.

SECTION 8 - OTHER EVENTS

Item 8.01 Other Events.

On October 5, 2026, the Company issued a news release disclosing the appointment of Mr. Clayton as a director of the Company.


SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

99.1 News Release dated October 5, 2026 re: Thunder Mountain Gold Strengthens Board with Appointment of Veteran Mining Executive Ron Clayton
   
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.
     
DATE: November 4, 2026 By: /s/ ERIC JONES
    Eric Jones
    President and Chief Executive Officer




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


NEWS RELEASE

Thunder Mountain Gold Strengthens Board with Appointment of Veteran Mining Executive Ron Clayton

FOR IMMEDIATE RELEASE

Boise, Idaho USA - October 5, 2026  - Thunder Mountain Gold Inc. (the "Company") is pleased to announce the appointment of Ron Clayton to its Board of Directors, effective October 1, 2026. Mr. Clayton brings more than 40 years of mining industry experience across underground and open-pit operations, executive leadership, corporate governance, safety, environmental stewardship, sustainability, exploration, development, and production.

Mr. Clayton currently serves as Chairman of the Board of i-80 Gold Corporation and as Chairman of its Technical, Safety, Environmental and Sustainability Committee. He previously served as President, Chief Executive Officer and a director of Tahoe Resources Inc.; President, Chief Executive Officer and a director of 1911 Gold Corporation; and in senior operating leadership roles with Hecla Mining Company, Stillwater Mining Company, and Climax Molybdenum Company. His career spans site operations, project development, corporate management, and public-company board oversight.

"Mr. Clayton's extensive operating experience and record of executive and board leadership will add valuable perspective as Thunder Mountain Gold advances its strategy," said Eric T. Jones, President and CEO Thunder Mountain Gold Inc. "His technical knowledge, governance experience, and commitment to responsible mining will strengthen the Board and support the Company's long-term objectives."

"I am pleased to join the Board of Thunder Mountain Gold and look forward to working with my fellow directors and the management team," said Mr. Clayton. "I welcome the opportunity to contribute my operating and governance experience as the Company pursues its priorities and works to create long-term value for shareholders."

Mr. Clayton holds a Bachelor of Science in Mining Engineering from the Colorado School of Mines and completed the Tuck Executive Education Program at Dartmouth. His career includes leadership responsibilities in Nevada, Idaho, Washington, Colorado, Manitoba, and other mining jurisdictions.

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


Regarding Thunder Mountain Gold, Inc.

Thunder Mountain Gold Inc., founded in 1935, is a junior exploration company focused on advancing base and precious metals assets in the western United States. 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 asset in Nevada adjacent to and surrounded by Nevada Gold Mines, a Barrick-Newmont joint venture. With a growing land position, established project infrastructure, and exposure to both critical and precious metals, Thunder Mountain Gold offers investors leverage to exploration success in premier U.S. mining jurisdictions. For more information, please visit the Company's website at www.Thundermountaingold.com, www.SEC.gov, and www.sedarplus.ca.

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 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

2


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