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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the transition period from __________ to __________
Commission File Number:
(Exact name of Registrant as specified in its charter)
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Securities registered pursuant to Section 12(g) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
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(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒
Indicate by check mark whether the Registrant is ☐ a large accelerated filer, ☐ an accelerated file, ☒ a
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
☐ Yes
Number of shares of issuer's common stock outstanding at October 21, 2025:
1
TABLE OF CONTENTS
2
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Thunder Mountain Gold, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
September 30, 2025 and December 31, 2024
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September 30,
2025 |
December 31,
2024 |
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| ASSETS | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ |
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$ |
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| Subscription receivable |
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| Prepaid expenses and other assets |
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| Total current assets |
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| Property and equipment, net (Note 4) |
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| Right to use asset (Note 8) |
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| Total assets | $ |
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$ |
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| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
| Current liabilities: | ||||||
| Accounts payable and other accrued liabilities | $ |
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$ |
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| Accrued legal fees |
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| Operating lease liability (Note 8) |
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| Deferred compensation (Note 5) |
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| Total current liabilities |
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| Accrued reclamation costs |
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| Total liabilities |
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| Commitments and Contingencies (Notes 2 and 3) |
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| Stockholders' equity: | ||||||
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Preferred stock; $
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Common stock; $
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| Additional paid-in capital |
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| Shares to be issued (Note 9) |
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Less:
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(
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| Accumulated deficit |
(
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(
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| Total Thunder Mountain Gold, Inc stockholders' equity |
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(
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| Noncontrolling interest in Owyhee Gold Trust (Note 3) |
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| Total stockholders' equity |
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(
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| Total liabilities and stockholders' equity | $ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Thunder Mountain Gold, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||
| September 30, | September 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Operating expenses: | ||||||||||||
| Exploration | $ |
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$ |
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$ |
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$ |
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| Legal and accounting |
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| Management and administrative |
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| Total operating expenses |
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| Net operating loss |
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| Other income (expense): | ||||||||||||
| Loss on sale of investment |
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| Other income |
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| Total other income (expense) |
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| Net loss |
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| Net loss - noncontrolling interest in Owyhee Gold Trust |
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| Net loss - Thunder Mountain Gold, Inc. | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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| Net loss per common share - basic and diluted | $ |
(
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) | $ |
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$ |
(
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) | $ |
(
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| Weighted average common shares outstanding-basic and diluted. |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Thunder Mountain Gold, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
| Nine Months Ended | ||||||
| September 30, | ||||||
| 2025 | 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ |
(
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) | $ |
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| Adjustments to reconcile net loss to net cash used by operating activities: | ||||||
| Stock based compensation |
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| Noncash lease expense |
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| Loss on sale of investment |
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| Change in: | ||||||
| Prepaid expenses and other assets |
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| Accounts payable and other accrued liabilities |
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| Accrued legal fees |
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| Net cash used by operating activities |
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| Cash flows from investing activities: | ||||||
| Proceeds from sale of investments, net |
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| Net cash provided by investing activities |
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| Cash flows from financing activities: | ||||||
| Proceeds from issuances of stock and warrants |
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| Proceeds from shares to be issued |
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| Proceeds received on subscription receivable |
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| Net cash provided by financing activities |
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| Net increase (decrease) in cash and cash equivalents |
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| Cash and cash equivalents, beginning of period |
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| Cash and cash equivalents, end of period | $ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Thunder Mountain Gold, Inc.
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
For the three-month and nine-month periods ended September 30, 2025 and September 30, 2024
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Common
Stock Shares |
Common
Stock Amount |
Additional
Paid-In Capital |
Shares to be Issued |
Treasury
Stock |
Accumulated
Deficit |
Non-
Controlling Interest in OGT |
Total | ||||||||||||||||||
| Balances at July 1, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
(
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) | $ |
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$ |
(
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| Net loss | - | - | - | - | - |
(
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) | - |
(
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| Balances at September 30, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
(
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) | $ |
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$ |
(
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| Balances at July 1, 2025 |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
(
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) | $ |
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$ |
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| Shares to be Issued | - | - | - |
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- | - | - |
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| Net loss | - | - | - | - |
(
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) | - |
(
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| Balances at September 30, 2025 |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
(
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) | $ |
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$ |
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| Balances at January 1, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
(
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$ |
(
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| Net loss | - | - | - | - | - |
(
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| Balances at September 30, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
(
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) | $ |
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$ |
(
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| Balances at January 1, 2025 |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
(
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) | $ |
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$ |
(
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| Issuance of stock and warrants |
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- | - | - | - |
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| Shares to be issued |
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| Stock based compensation | - | - |
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- | - | - | - |
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| Net loss | - | - | - | - | - |
(
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) | - |
(
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| Balances at September 30, 2025 |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
(
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) | $ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
6
1. Summary of Significant Accounting Policies and Business Operations
The interim condensed consolidated financial statements of Thunder Mountain Gold, Inc. and its subsidiaries (collectively, "Thunder Mountain", "THMG", or "the Company") are unaudited. In the opinion of management, all adjustments, consisting of only normal recurring adjustments, and disclosures necessary for the fair statement of these interim statements have been included. The results reported in these interim statements may not be indicative of the results which will be reported for the year ending December 31, 2025. The condensed consolidated December 31, 2024 balance sheet data was derived from audited consolidated financial statements. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2024.
Business Operations
Thunder Mountain Gold, Inc. ("Thunder Mountain", "THMG", or "the Company") was originally incorporated under the laws of the State of Idaho on November 9, 1935, under the name of Montgomery Mines, Inc. In April 1978, the Montgomery Mines Corporation was obtained by a group of the Thunder Mountain property holders and changed its name to Thunder Mountain Gold, Inc., with the primary goal to further develop their holdings in the Thunder Mountain Mining District, located in Valley County, Idaho. Thunder Mountain Gold, Inc. takes its name from the Thunder Mountain Mining District, where its principal lode mining claims were located. For several years, the Company's activities were restricted to maintaining its property position and exploration activities. During 2005, the Company sold its holdings in the Thunder Mountain Mining District. During 2007, the Company acquired the South Mountain Mines property in southwest Idaho and initiated exploration activities on that property, which continue today.
Basis of Presentation and Going Concern
The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company has historically incurred losses, however, the Company has cash reserves sufficient to cover normal operating expenses for the following 12 months. If necessary, the Company continues to have the ability to raise additional capital in order to fund its future exploration and working capital requirements.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company; its wholly owned subsidiaries, Thunder Mountain Resources, Inc. ("TMRI") and South Mountain Mines, Inc. ("SMMI"); and a company in which the Company owns
Accounting Estimates
The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions include the carrying value of properties and mineral interests, environmental remediation liabilities, deferred tax assets, and stock-based compensation. Management's estimates and assumptions are based on historical experience and other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates.
7
Income Taxes
The Company recognizes deferred income tax liabilities or assets at the end of each period using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized.
Cash and Cash Equivalents
For the purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less when purchased to be a cash equivalent. At certain times, cash amounts may exceed federal deposit insurance limits.
Fair Value Measurements
When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. The Company has no financial liabilities that are adjusted to fair value on a recurring basis.
Financial Instruments
The Company's financial instruments include cash and cash equivalents.
Investments
The Company determines the appropriate classification of investments at the time of acquisition and re-evaluates such determinations at each reporting date. Equity securities that have a readily determined fair value are carried at fair value determined using Level 1 fair value measurement inputs with the change in fair value recognized as unrealized gain (loss) in the condensed consolidated statement of operations each reporting period. Gains and losses on the sale of securities are recognized on a specific identification basis.
Mineral Interests
The Company capitalizes costs for acquiring mineral interests, and expenses costs to maintain mineral rights and leases as incurred. Exploration costs are expensed in the period in which they are incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method based on periodic estimates of ore reserves. Mineral interests are periodically assessed for impairment of value and any subsequent losses are charged to operations at the time of impairment.
If a mineral interest is abandoned or sold, its capitalized costs are charged to operations. Consideration received by the Company pursuant to joint ventures or purchase option agreements is applied against the carrying value of the related mineral interest. When and if payments received exceed the carrying value, the excess amount is recognized as a gain in the condensed consolidated statement of operations in the period the consideration is received.
Leases
Arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the condensed consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company's incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred.
8
Investments in Joint Ventures
For companies and joint ventures (JVs) where the Company holds more than 50% of the voting interests, but less than 100%, and has significant influence, the company or joint venture is consolidated, and other investor interests are presented as noncontrolling. In determining whether significant influence exists, the Company considers its participation in policy-making decisions and its representation on the venture's management committee.
For JVs in which the Company does not have joint control or significant influence, the cost method is used. For those JVs in which there is joint control between the parties, the equity method is utilized whereby the Company's share of the ventures' earnings and losses is included in the statement of operations as earnings in JVs and its investments therein are adjusted by a similar amount. The Company periodically assesses its investments in JVs for impairment. If management determines that a decline in fair value is other than temporary it will write-down the investment and charge the impairment against operations.
Reclamation and Remediation
The Company's operations have been, and are subject to, standards for mine reclamation that have been established by various governmental agencies. The Company would record the fair value of an asset retirement obligation as a liability in the period in which the Company incurred a legal obligation for the retirement of tangible long-lived assets. A corresponding asset would also be recorded and depreciated over the life of the asset.
For non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred, and they are reasonably estimable. Such costs are based on management's estimate of amounts expected to be incurred when the remediation work is performed. The Company had accrued $
Share-Based Compensation
Share-based payments to employees and directors, including grants of employee stock options, are measured at fair value and expensed in the condensed consolidated statements of operations over the vesting period.
Segment Policy
The Chief Executive Officer of Thunder Mountain Gold Inc. serves as the Company's Chief Operating Decision Maker ("CODM"). The Company operates as a single business segment, focused primarily on the exploration and development of the South Mountain Project.
As a single-segment entity, the Company complies with ASC 280-10-50-20, reporting segment profit or loss, significant expenses, and other segment items. Given our status as a mineral exploration company with no revenue, financial activities were minimal, primarily consisting of essential corporate expenditure and limited exploration.
Since our single segment represents the entire entity, certain financial information may be referenced in the primary financial statements instead of duplicated in segment disclosures.
Investments in Equity Securities
Investments in equity securities are generally measured at fair value. Unrealized gains and losses for equity securities resulting from changes in fair value are recognized in current earnings. If an equity security does not have a readily determinable fair value, we may elect to measure the security at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer. At the end of each reporting period, we reassess whether an equity investment security without a readily determinable fair value qualifies to be measured at cost, less impairment, consider whether impairment indicators exist to evaluate if an equity investment security is impaired and, if so, record an impairment loss. At the end of each reporting period, unrealized gains and losses resulting from changes in fair value are recognized in current earnings. Upon sale of an equity security, the realized gain or loss is recognized in current earnings.
9
Recent Accounting Pronouncements
Accounting Standards Updates
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This update requires companies to report on an annual basis, specific categories in the rate reconciliation and additional information on reconciling items greater than 5% of the taxable income or loss. The update also requires disclosure of income taxes paid to Federal, state and foreign jurisdictions along with other municipal and local jurisdictions representing 5% or more of total income taxes paid. This update is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company's annual periods for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. We are currently evaluating the ASU to determine its impact on our consolidated financial statements and disclosures.
Net Income (Loss) Per Share
The Company is required to have dual presentation of basic earnings per share ("EPS") and diluted EPS. The Company calculates basic earnings (loss) per share by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the applicable reporting period. Diluted earnings per share reflect potentially dilutive common stock equivalents, including options and warrants that could share in our earnings through the conversion to common shares, except where their inclusion would be anti-dilutive. For the quarters ended September 30, 2025 and 2024 outstanding common stock options of
2. Mineral Interest Commitments
The Company holds three leases pertaining to land parcels adjacent to its South Mountain patented and unpatented mining claims. The details of these leases are as follows:
Acree Lease:
On June 20, 2008, the Company entered into a lease agreement with Ronald Acree for a
Effective June 2025, upon entering the 17th year of the lease term, the lease was extended an additional
Lowry Lease:
On October 24, 2008, the Company executed a lease agreement with William and Nita Lowry for a duration of
10
Looten Lease:
On June 2, 2025, the Company executed a lease agreement with Kevin and Jo Looten for an initial term of
The leases have no work requirements. It is the current intention of the Company to engage in negotiations for new leases with the current landowners upon the expiration of the existing lease agreements. The negotiations may involve modifications to terms, rates, or other conditions as mutually agreed upon by the parties involved.
The Company has
The Company incurred an increase in claims fees in the South Mountain area as compared to the prior quarter as a result of adding approximately over 200 BLM lode claims to their land position.
The claim fees are paid on these unpatented claims annually as follows:
| Target Area | 2025 | ||
| Trout Creek -State of Nevada | $ |
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| Trout Creek -Lander County, Nevada |
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| South Mountain-BLM |
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| Total | $ |
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3. South Mountain Project
SMMI Joint Venture - OGT, LLC
The Company's wholly owned subsidiary SMMI is the sole manager of the South Mountain Project in its entirety through a separate Mining Lease with Option to Purchase ("Lease Option") with the Company's majority-owned subsidiary OGT. SMMI has an option to purchase the South Mountain mineral interest for a capped $
Under the OGT operating agreement, SMMI and ISGC II have
MFD Investment Holdings
On January 27, 2025, the Company announced a strategic partnership with Swiss-based MFD Investment Holdings SA ("MFD"). The letter agreement signed outlines that MFD will provide additional funding, contributing $
11
4. Property and Equipment
The Company's property and equipment are as follows:
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September 30, 2025 |
December 31, 2024 |
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| Vehicles | $ |
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$ |
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| Construction Equipment |
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| Mining Equipment |
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| Accumulated Depreciation |
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| Land |
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| Total Property and Equipment | $ |
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$ |
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5. Related Party Transactions
Board of Directors Compensation
The Company paid its Board a total of $
Deferred Compensation
As of September 30, 2025, and December 31, 2024, the balances of the total deferred compensation for the officers, are as follows, Eric Jones, President and Chief Executive Officer: $
6. Stockholders' Equity
The Company's common stock has a par value of $
On April 15, 2025, the Company`s Board approved a private placement financing of
7. Stock Options
The Company has a Stock Incentive Plan (the "SIP"), that authorizes the granting of stock options up to 10 percent of the total number of issued and outstanding shares of common stock, that provides for the grant of stock options, incentive stock options, stock appreciation rights, restricted stock awards, and incentive awards to eligible individuals including directors, executive officers and advisors that have furnished bona fide services to the Company not related to the sale of securities in a capital-raising transaction. On December 10, 2024, the Company's shareholders, at their Annual Meeting, ratified and reapproved the Stock Option Plan.
On June 18, 2025, the Company granted
12
On February 7, 2025, the Company issued
The Company has elected to account for forfeitures of share-based payment awards as they occur. Accordingly, any previously recognized compensation expense related to non-employee share-based payment awards that are subsequently forfeited will be reversed in the period in which the forfeiture occurs.
The fair value of each option award was estimated on the date of the grant using the assumptions noted in the following table:
| June 18, 2025 | February 7, 2025 | |||||
| Stock price |
$
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$
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| Exercise price |
$
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$
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| Expected volatility |
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| Expected dividends |
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| Expected terms (in years) |
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| Risk-free rate |
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On March 29, 2025,
The following is a summary of the Company's options issued and outstanding under the SIP:
| Shares |
Weighted Average Exercise Price |
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| Outstanding and exercisable at December 31, 2023 |
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$ |
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| Expired |
(
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| Outstanding and exercisable at December 31, 2024 |
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$ |
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| Granted |
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| Expired |
(
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| Outstanding and exercisable at September 30, 2025 |
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$ |
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The average remaining contractual term of the options outstanding and exercisable at September 30, 2025, was
8. Leases
The Company renewed its office operating lease on February 1, 2023, for
13
The Company renewed its office operating lease on February 1, 2025 for 12 months, and does not anticipate the lease will be more than 12 months. Since the remaining lease term is one year or less the Company did not recognize a right of use asset and related lease liability on the balance sheet for the lease renewal.
9. Subsequent Events
On October 1, 2025, the Company`s Board approved a private placement financing of
On October 1, 2025, the Company's Board approved the recission of the stock options granted on June 18, 2025 to all directors, except for management, reducing the options from
On October 24, 2025, pursuant to the Board’s approval on October 1, 2025, the Company completed a non-brokered private placement financing of
On October 28, 2025, the Company executed a purchase and sale agreement with Ronald Acree related to the Acree Lease to purchase
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward-Looking Statements
Certain statements contained in this Form 10-Q, including in Management's Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk, are intended to be covered by the safe harbor provided for under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Our forward-looking statements include our current expectations and projections about future results, performance, results of litigation, prospects and opportunities, including reserves and other mineralization. We have tried to identify these forward-looking statements by using words such as "may," "will," "expect," "anticipate," "believe," "intend," "feel," "plan," "estimate," "project," "forecast" and similar expressions. These forward-looking statements are based on information currently available to us and are expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.
These risks, uncertainties and other factors include, but are not limited to, those set forth under Part I, Item 1A. - Risk Factors in our 2024 Form 10-K/A and in Part II, Item 1.A. - Risk Factors of our 2025 Q1, 2025 Q2 and 2025 Q3 on Form 10-Q. Given these risks and uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements. All subsequent written and oral forward-looking statements attributable to Thunder Mountain Gold, Inc. or to persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Except as required by federal securities laws, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The following Management's Discussion and Analysis of Financial Condition and Results of Operation ("MD&A") is intended to help the reader understand our financial condition. MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying integral notes ("Notes") thereto. The following statements may be forward-looking in nature and actual results may differ materially.
Plan of Operations
The Company, including its subsidiaries, owns mining rights, mining claims, and properties in the mining areas of Nevada and Idaho, which includes its South Mountain Property in Idaho, and its Trout Creek Property in Nevada.
The Company owns 100% of the outstanding stock of Thunder Mountain Resources, Inc., a Nevada Corporation. Thunder Mountain Resources, Inc. owns 100% of the outstanding stock of South Mountain Mines, Inc. (SMMI), an Idaho Corporation. Thunder Mountain Resources, Inc. completed the direct purchase of 100% ownership of South Mountain Mines, Inc. on September 27, 2007, which consisted of 17 patented mining claims (approximately 327 acres) located in Owyhee County in southwestern Idaho. After the purchase, The Company continues to expand the land position by staking lode mining claims and obtaining mineral leases on adjoining private land.
The Company's plan of operation for the next twelve months, subject to business conditions, will be to continue to advance the South Mountain Project, including continued baseline environmental and engineering work necessary to complete a Preliminary Economic Analysis or Initial Analysis. The Company will continue to advance the South Mountain Project and acquire additional properties through partnerships, joint ventures, option agreements, and strategic relationships.
Financial Condition
Liquidity and Capital Resources
The condensed consolidated financial statements for the nine-months ended September 30, 2025, have been prepared under the assumption that we will continue as a going concern. Such an assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the condensed consolidated financial statements for the nine-month period ended September 30, 2025, we have cash reserves sufficient to cover normal operating expenditures for the following 12 months.
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Long-term strategies involve financing through stock or debt sales and eventual profitability from mining operations. Capital raising efforts are challenging given the current capital market conditions and the broader economic climate in the United States. Company management is actively seeking additional funds through various means, including public offerings, private placements, mergers, option agreements, and external debt, to ensure the Company's viability.
On November 28, 2024, the Board of Directors authorized a private placement financing of up to $700,000, offering equity units at $0.05 per unit. Each unit consisted of one share of common stock and one common stock purchase warrant, with each warrant exercisable for one additional share at $0.10 per share for 36 months from issuance.
On December 16, 2024, the Company closed the private placement, issuing 12,400,000 shares of common stock and an equal number of common stock purchase warrants, generating gross proceeds of approximately $620,000, including $20,000 in non-cash consideration for vendor services.
On April 15, 2025, the Company`s Board approved a private placement financing of 10,000,000 units at a price of $0.12 per unit for total proceeds to the company of $1,200,000. Each unit includes one share of common stock and a warrant to purchase one-half share of common stock, exercisable for 2 years from the close of the offering at an exercise price of $0.18 per share. On May 25, 2025, the Company closed the private placement of 10,000,000 units for aggregate proceeds of $1,200,000. No placement agent fees were paid during the offering.
On October 1, 2025, the Company`s Board approved a private placement financing of 10,000,000 units at a price of $0.25 per unit for total proceeds to the Company of $2,500,000. Each unit includes one share of common stock and one-half warrant to purchase one share of common stock, exercisable for 2 years from the close of the offering at an exercise price of $0.40. On October 24, 2025, the Company completed a non-brokered private placement financing pursuant to the Board's approval on October 1, 2025.
Our plans for the long-term viability include financing our future operations through sales of our common stock and/or debt and the eventual profitable exploitation of our mining properties. There can be no assurance that such activities will be successful.
At September 30, 2025, we had current assets of $1,706,562. Our future liquidity and capital requirements will depend on many factors, including timing, cost and progress of our exploration efforts, our evaluation of, and decisions with respect to, our strategic alternatives, and costs associated with the regulatory approvals. Our short-term liquidity needs and capital requirements consist primarily of exploration expenses, lease payments and salaries and administrative expenses; our longer-term liquidity needs include construction and equipment costs if we are able to successfully progress our project to operations. If we do not have enough cash to complete our exploration programs, we intend to seek to raise additional funds from public offerings, sale of liquid stock or loans or to adjust our business plans accordingly.
- On October 7, 2025 the Company had a cash balance of $2,223,709 in our bank accounts, which does not include consideration for option payments mentioned below.
- Management's goal is to manage expenses to not exceed the on-hand cash resources of the Company.
- The Company will also consider other sources of funding, including potential mergers or lease option to purchase, the sale of all or part of the Company`s assets, and/or additional farm-out of its other exploration property.
During the nine months ended September 30, 2025, the Company discloses a net cash outflow from operating activities amounting to $1,145,335, compared to an operating cash outflow of $414,098 for the nine months ended September 30, 2024. During the same period ended September 30, 2024, the net cash source from investing activities was $384,981 generated from the sale of BeMetals Corp. common stock.
During the nine months ended September 30, 2025, net cash inflow from financing activities totaled $2,330,000. This included proceeds of $130,000 received on February 7, 2025, from a subscription agreement signed on November 5, 2024 for 2,600,000 shares of common stock and 2,600,000 common stock purchase warrants. Cash proceeds totaling $1,200,000 were received after the completion of a private placement financing, which included the issuance of 10,000,000 units, with each unit consisting of one share of common stock and warrants to purchase one-half share of common stock, exercisable for 2 years from the close of the offering at an exercise price of $0.18 per share. Additional cash proceeds totaling $1,000,000 were received in advance of approval of a private placement financing of $2,500,000 approved by the Board on October 1, 2025, see Note 9.
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The Company realized a net cash increase of $1,184,665 for the nine-months ended September 30, 2025 compared to a net cash decrease of $29,117 for the corresponding period in 2024.
Results of Operations:
For the three months ended September 30, 2025, the Company incurred a net loss of $480,751, compared to a net loss of $114,631 for the comparable period in 2024. For the nine months ended September 30, 2025, the Company reported a net loss of $1,920,166, compared to a net loss of $433,834 for the same period in 2024. The change is primarily attributable to elevated exploration expenditures related to the advancement of the South Mountain Mine Project and stock-based compensation expenses incurred for options granted to officers and directors.
Three-month period comparisons
Operating expenses for the three months ended September 30, 2025 totaled $482,210, an increase of $366,984, or 318%, compared to the prior year period. This variance was primarily attributable to elevated exploration activities and increased legal and accounting expenses.
Exploration expenditures amounted to $290,661, representing a year-over-year increase of $250,497 or 624%. The rise was driven by strategic exploration initiatives undertaken to advance the Company's mineral interests.
During the quarter ended September 30, 2025, legal and accounting fees increased by $69,606 to a total of $83,467. The increase primarily reflects professional service fees incurred in connection with outsourced financial consulting services, as well as water rights and claim fees being negotiated on behalf of SMMI. Management and administrative expenses increased by $46,881, or 77%, compared to the prior period. The increase was primarily driven by investor relations expenses and increased filing fees during the reporting period.
Nine-month period comparisons
For the nine-month period ended September 30, 2025, operating expenses totaled $1,922,919, reflecting an increase of $1,530,227, or 390%, compared to the corresponding period in 2024. This variance was primarily attributable to elevated exploration activities and increased management and administrative expenses.
Exploration expenditures amounted to $636,623, representing a year-over-year increase of $554,099 or 671%. The rise was driven by strategic exploration initiatives undertaken to advance the Company's mineral interests.
Legal and accounting expenses increased by $87,123, or 122%, to $158,719. The increase was associated with professional services supporting the $1,200,000 private placement of common stock and warrants completed during the reporting period. A portion of the placement proceeds was allocated to pre-drilling fieldwork and technical evaluations.
Management and administrative costs rose by $889,005, or 373%, compared to the prior-year period. This increase was largely due to non-cash stock-based compensation expenses related to option grants issued to executive officers and members of the Board of Directors.
Going Concern:
The audit opinion and notes that accompany our consolidated financial statements for the year ended December 31, 2024 disclose a 'going concern' qualification to our ability to continue in business. These condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates the realization of our assets and the settlement of our liabilities in the normal course of our operations
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As of the date of this report on Form 10-Q, we have sufficient cash to meet our normal operating commitments for the next 12 months without additional financing. However, we are an exploration company with exploration programs that require significant cash expenditures. A significant drilling program, such as that we have executed in prior years, can result in depletion of cash and would be prohibitive unless we can secure sufficient cash to support normal operations for the following 12 months.
We plan, as funding allows, to follow up on our positive drill results on our South Mountain Project. Subject to available capital, we may continue prudent exploration programs on our material exploration properties and/or fund some exploratory activities on early-stage properties.
We will require additional funding and/or reductions in exploration and administrative expenditures in future periods. Given current economic conditions, we cannot provide assurance that necessary financing transactions will be available on terms acceptable to us, or at all. Without additional financing, we would have to curtail our exploration and other expenditures while we seek alternative funding arrangements to provide sufficient capital to meet our ongoing, non-discretionary expenditures, and maintain our primary mineral properties. If we cannot obtain sufficient additional financing, we may be unable to make required property payments on a timely basis and be forced to return some or all of our leased or optioned properties to the underlying owners.
Contractual Obligations
Ascent CFO Solutions, LLC:
On April 10, 2025, the Company entered into a services agreement with Ascent CFO Solutions, LLC to provide outsourced financial consulting services.
The Company holds three leases pertaining to land parcels adjacent to its South Mountain patented and unpatented mining claims. The details of these leases are as follows:
Acree Lease:
On June 20, 2008, the Company entered into a lease agreement with Ronald Acree for a six-year term, covering 113 acres at a lease rate of $20 per acre. The lease agreement includes an option to extend for an additional ten years at a revised rate of $30 per acre. Beginning on the 17th anniversary of the lease, the rate increases to $50 per acre, payable in the form of an advanced royalty, through the 30th anniversary. Thereafter, the lease rate will further increase to $75 per acre.
Effective June 2025, upon entering the 17th year of the lease term, the lease was extended an additional 10 years. The annual lease payment increased to $5,650, reflecting the rate adjustment to $50 per acre for the 113-acre property.
Lowry Lease:
On October 24, 2008, the Company executed a lease agreement with William and Nita Lowry for a duration of 6 years, encompassing 376 acres at a rate of $20 per acre. Similar to the Acree Lease, the Lowry Lease incorporates an option to extend for an additional 10 years at a revised rate of $30 per acre. Following the passing of the original lessors, the lease was inherited by Michael Lowry, their son. The lease will expire on October 24, 2025. The Company's management is in contact with Michael Lowry negotiating a lease extension.
Looten Lease:
On June 2, 2025, the Company executed a lease agreement with Kevin and Jo Looten for an initial term of 7 years, encompassing 18 acres at a rate of $30 per acre. Similar to the Acree Lease, the Looten Lease incorporates an option to extend for an additional 10 years at a revised rate of $40 per acre.
OGT, LLC
SMMI is the sole manager of the South Mountain Project in its entirety through a separate Mining Lease with Option to Purchase ("Lease Option") with the Company's majority-owned subsidiary OGT. SMMI has an option to purchase the South Mountain mineral interest for a capped $5 million less net returns royalties paid through the date of exercise. The Lease Option expires in November 2026. Under the Lease Option, SMMI pays an advance of $5,000 net returns royalty to OGT annually on November 4 which is distributed to OGT's minority member.
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The leases and net royalties' payment are summarized in the following table.
| Contractual obligations | Payments due by period | ||||
| Total* |
Less than 1
year |
2-3
years |
4-5
years |
More than
5 years |
|
| Acree Lease (yearly, June)(1) | $56,500 | $5,650 | $11,300 | $11,300 | $ 28,250 |
| Lowry Lease (yearly, October)(2) | $11,280 | $11,280 | - | - | $ - |
| Kevin and Jo Looten Trust | $3,780 | $ 540 | $ 1,080 | $ 1,080 | $ 1,080 |
| OGT LLC (3) | $10,000 | $5,000 | $5,000 | - | $ - |
| Total | $81,560 | $22,470 | $17,380 | $12,380 | $ 29,330 |
(1) Effective June 2025, upon entering the 17th year of the lease term, the lease was extended an additional 10 years at $50/acre after 2024.
(2) The Lowry lease has an early buy-out provision for 50% of the remaining amounts owed in the event the Company desires to drop the lease prior to the end of the first seven-year period.
(3) OGT LLC, managed by the Company's wholly owned subsidiary SMMI, receives a $5,000 per year payment for up to 10 years, or until a $5 million capped NPI Royalty is paid.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
At the end of the period covered by this report, an evaluation was carried out under the supervision of, and with the participation of, the Company's Management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a - 15(e) and Rule 15d - 15(e) of the Securities and Exchange Act of 1934, as amended). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this report, the Company's disclosure controls and procedures were adequately designed and effective in ensuring that information required to be disclosed by the Company in its reports that it files or submits to the SEC under the Exchange Act, is recorded, processed, summarized and reported within the time period specified in applicable rules and forms.
Changes in Internal Controls Over Financial Reporting
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On April 10, 2025, the Company entered into a services agreement with Ascent CFO Solutions, LLC to provide outsourced financial consulting services. This engagement was intended to ensure that accounting personnel responsible for financial reporting possess the necessary technical expertise and capacity to consistently apply complex accounting standards. We believe these measures were adequate to remediate the identified material weakness as previously documented in the Company's 10-K/A dated December 31, 2024.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are not aware of any material pending litigation or of any proceedings known to be contemplated by governmental authorities which are, or would be, likely to have a material adverse effect, individually or in the aggregate, upon us or our operations, taken as a whole. No director, officer or affiliate of Thunder Mountain and no owner of record or beneficial owner of more than 5% of our securities or any associate of any such director, officer or security holder is a party adverse to Thunder Mountain or has a material interest adverse to Thunder Mountain in reference to any currently pending material litigation.
Item 1A. Risk Factors.
In addition to other information set forth in this Quarterly Report on Form 10-Q, Item 1A. - Risk Factors of our 2024 Form 10-K/A and our Quarterly Report on Form 10-Q for the three months ended March 31, 2025, set forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition or operating results. Additional risks and uncertainties currently unknown to us, or that we currently deem to be immaterial, also may materially adversely affect our business, financial condition, or future results.
Mineral resources are subject to further exploration and development, are subject to additional risks, and no assurance can be given that they will eventually convert to future reserves. Inferred Resources have a great amount of uncertainty as to their existence and their economic and legal feasibility. Mineral interests are periodically assessed for impairment of value and any subsequent losses are charged to operations at the time of impairment. Thunder Mountain Gold evaluated these impairment considerations and determined that no such impairments occurred as of September 30, 2025.
Risks Related to Our Company
We have a history of losses and expect to continue to incur losses in the future.
We have incurred losses since inception and expect to continue to incur losses in the future. We had an accumulated deficit of approximately $9,719,885 as of September 30, 2025. We expect to continue to incur losses unless and until such time as one of our properties enters into commercial production and generates sufficient revenues to fund continuing operations. We recognize that if we are unable to generate significant revenues from mining operations and dispositions of our properties, we will not be able to earn profits or continue operations. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses, and difficulties frequently encountered by companies at the start-up stage of their business development. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities.
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in exhibit 95 to this Quarterly Report.
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During the nine-month period ended September 30, 2025, the Company did not have any operating mines and therefore had no such specified health and safety violations, orders or citations, related assessments or legal actions, mining-related fatalities, or similar events in relation to the Company's United States operations requiring disclosure pursuant to Section 1503(a) of the Dodd-Frank Act.
Item 5. Other Information
None.
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Item 6. Exhibits
(a) Documents which are filed as a part of this report:
Exhibits :
*Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(b) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.
THUNDER MOUNTAIN GOLD, INC.
By /s/ Eric T. Jones
Eric T. Jones
President and Chief Executive Officer
Date: November 10, 2025
Pursuant to the requirements of the Securities Act of 1934 this report signed below by the following person on behalf of the Registrant and in the capacity on the date indicated.
By /s/ Eric T. Jones
Eric. T Jones
Principal Financial Officer
Date: November 10, 2025
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