THUNDER MOUNTAIN GOLD INC

Previous wording

These risks, uncertainties and other factors include, but are not limited to, those set forth under Part I, Item 1A. - Risk Factors in our 2023 Form 10-K and in Part II, Item 1.A. - Risk Factors of our 2024 Q1 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.

Current wording

These risks, uncertainties and other factors include, but are not limited to, those set forth under Part I, Item 1A. - Risk Factors in our 2023 Form 10-K/A and in Part II, Item 1.A. - Risk Factors of our 2024 Q1 and 2024 Q2 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.

Previous wording

Samples submitted for analysis from drilling completed by the Company in 2019, 2020, 2021 incorporated a QA/QC program consisting of duplicates, standards, and blanks to verify the assay laboratory results. Hard Rock Consulting, LLC, based in the U.S.A., an independent mining and mineral resource consulting firm based in Denver, Colorado (“HRC”), has conducted two site visits to the Project in April 2018 and May 2021. HRC completed a manual and mechanical audit of the drilling and channel sampling database prior to the estimation of mineral resources. HRC also examined select core intervals from historic and recent drilling, obtained a variety of duplicate samples for independent check sampling. In all cases, the core samples accurately reflect the lithologies recorded on the logs and the degree of visible alteration and evidence of mineralization observed was generally consistent with the grade range indicated by the original assay value. The Company and HRC are reviewing the Mineral Resources classified into inferred, indicated, and measured mineral resources to determine compliance in accordance with § 229.1302(d)(1)(iii)(A) (Item 1302(d)(1)(iii)(A) of Regulation S-K). Mineral resources that are not mineral reserves and have not demonstrated economic viability. Risks associated with the mineral resource estimate include, but are not limited to changes in metal price, changes to geotechnical, mining, and metallurgical recovery assumptions, changes to the formula used to generate the block model NSR values, changes to the assumptions used to generate the reporting NSR cut-off value and changes in interpretations of mineralization geometry and continuity of mineralization zones resulting from additional drill hole information and channel sample assays, and new geological mapping information.

Current wording

Samples submitted for analysis from drilling completed by the Company in 2019, 2020, 2021 incorporated a QA/QC program consisting of duplicates, standards, and blanks to verify the assay laboratory results. Hard Rock Consulting, LLC, based in the U.S.A., an independent mining and mineral resource consulting firm based in Denver, Colorado ("HRC"), has conducted two site visits to the Project in April 2018 and May 2021. HRC completed a manual and mechanical audit of the drilling and channel sampling database prior to the estimation of mineral resources. HRC also examined select core intervals from historic and recent drilling, obtained a variety of duplicate samples for independent check sampling. In all cases, the core samples accurately reflect the lithologies recorded on the logs and the degree of visible alteration and evidence of mineralization observed was generally consistent with the grade range indicated by the original assay value. The Company and HRC reviewed the Mineral Resources classified into inferred, indicated, and measured mineral resources to determine compliance in accordance with § 229.1302(d)(1)(iii)(A) (Item 1302(d)(1)(iii)(A) of Regulation S-K). Mineral resources that are not mineral reserves and have not demonstrated economic viability. Risks associated with the mineral resource estimate include, but are not limited to changes in metal price, changes to geotechnical, mining, and metallurgical recovery assumptions, changes to the formula used to generate the block model NSR values, changes to the assumptions used to generate the reporting NSR cut-off value and changes in interpretations of mineralization geometry and continuity of mineralization zones resulting from additional drill hole information and channel sample assays, and new geological mapping information.

Previous wording

Based upon staff comments from the Securities and Exchange Commission ("SEC"), the Company is reviewing our prior property disclosures to determine whether the information concerning our mining properties has been prepared in accordance with the requirements of subpart 1300 of Regulation S-K, which first became applicable to us for the fiscal year ended December 31, 2021. These requirements differ significantly from the previously applicable disclosure requirements of SEC Industry Guide 7. Among other differences, subpart 1300 of Regulation S-K requires us to disclose our mineral resources, in addition to our mineral reserves, as of the end of our most recently completed fiscal year both in the aggregate and for each of our individually material mining properties. You are cautioned that mineral resources do not have demonstrated economic value. 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, in particular, have a great amount of uncertainty as to their existence and their economic and legal feasibility. Investors are cautioned not to assume that any part or all of the Inferred Resource exists or is economically or legally mineable. See Item 1A, Risk Factors.

Current wording

Based upon staff comments from the Securities and Exchange Commission ("SEC"), the Company is reviewed our prior property disclosures to determine whether the information concerning our mining properties has been prepared in accordance with the requirements of subpart 1300 of Regulation S-K, which first became applicable to us for the fiscal year ended December 31, 2021. In response to the SEC staff comments, the Company updated its prior property disclosures concerning our mining properties on our Form 10-K/A for the period ended December 31, 2023, filed with the SEC on September 11, 2024 ("Amended 10-K") and included a Technical Report on the South Mountain Property in accordance with the requirements of subpart 1300 of Regulation S-K. The requirements of subpart 1300 of Regulation S-K differ significantly from the previously applicable disclosure requirements of SEC Industry Guide 7. Among other differences, subpart 1300 of Regulation S-K requires us to disclose our mineral resources, in addition to our mineral reserves, as of the end of our most recently completed fiscal year both in the aggregate and for each of our individual material mining properties, which are outlined in the Amended 10-K. You are cautioned that mineral resources do not have demonstrated economic value. 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, in particular, have a great amount of uncertainty as to their existence and their economic and legal feasibility. Investors are cautioned not to assume that any part or all of the Inferred Resource exists or is economically or legally mineable. See Item 1A, Risk Factors.

Previous wording

The Company employs three full-time officers. It is anticipated that the employees will continue their work with the Company.

Current wording

The Company employs one full-time officer andone part-time. It is anticipated that the employees will continue their work with the Company.

Previous wording

The condensed consolidated financial statements accompanying this report show an accumulated deficit of $7,487,811 on June 30, 2024, which raises substantial doubt about the Company's ability to continue as a going concern.

Current wording

The condensed consolidated financial statements accompanying this report show an accumulated deficit of $7,602,442 on September 30, 2024, which raises substantial doubt about the Company's ability to continue as a going concern.

Previous wording

While the Company does not currently have cash sufficient to support exploration work at South Mountain, we believe that the survivability of Thunder Mountain Gold can be aided by the following:

Current wording

While the Company does not currently have cash sufficient to support extensive exploration work at South Mountain, we believe that the survivability of Thunder Mountain Gold can be aided by the following:

Previous wording

On June 30, 2024, the Company had cash and cash equivalents of $247,235.

Current wording

On September 30, 2024, the Company had cash and cash equivalents of $141,511.

Previous wording

At June 30, 2024, we have current assets of $299,443. 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. If we do not have enough cash to complete our exploration programs, we will make every effort to raise additional funds from public offerings, sale of liquid stock or loans or to adjust our business plans accordingly.

Current wording

At September 30, 2024, we have current assets of $196,218. 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. If we do not have enough cash to complete our exploration programs, we will make every effort to raise additional funds from public offerings, sale of liquid stock or loans or to adjust our business plans accordingly.

Previous wording

On July 20, 2024, the Company had $213,948 cash in our bank accounts.

Current wording

On October 20, 2024, the Company had $144,160 cash in our bank accounts.

Previous wording

During the six months ended June 30, 2024, the Company discloses a net cash outflow from operating activities amounting to $308,374, compared to an operating cash outflow of $368,351 in 2023. In the period ended June 30, 2024, there was a net cash inflow from investment activities totaling $384,981, stemming from the sale of BeMetals common stock. Conversely, during the same period ended June 30, 2023, the Company committed to acquire an additional 56 acres, necessitating a $10,000 deposit, which was recorded as an investment outlay.

Current wording

During the nine months ended September 30, 2024, the Company discloses a net cash outflow from operating activities amounting to $414,098, compared to an operating cash outflow of $463,189 in 2023. In the period ended September 30, 2024, there was a net cash inflow from investment activities totaling $384,981, stemming from the sale of BeMetals common stock. Conversely, during the same period ended September 30, 2023, the Company committed to acquire an additional 56 acres, necessitating a $10,000 deposit, which was recorded as an investment outlay.

Previous wording

No cash outflows were reported for financing activities for the periods ended June 30, 2024, and 2023. The Company realized a net cash increase of $76,607 for the fiscal year ended June 30, 2024, in contrast to a net cash decrease of $378,351 for the corresponding period in 2023.

Current wording

No cash outflows were reported for financing activities for the periods ended September 30, 2024, and 2023. The Company realized a net cash decrease of $29,117 for the nine-months ended September 30, 2024, in contrast to a net cash decrease of $473,189 for the corresponding period in 2023.

Previous wording

For the three months ended June 30, 2024, the Company reported a net loss of $113,643, in contrast to net income of $52,176 for the comparable period ended June 30, 2023. For the six-month period ended June 30, 2024, the Company recorded a net loss of $319,203, compared to a net loss of $307,654 for the same period in 2023. The Company recognized no unrealized gains or losses on the investment in BeMetals for both the three and six-month periods ended June 30, 2024, whereas an unrealized gain of $194,848 and $47,420 was recognized for the three and six-month periods ended June 30, 2023, respectively.

Current wording

For the three months ended September 30, 2024, the Company reported a net loss of $114,631, comparable to net loss of $119,701 for the period ended September 30, 2023. For the nine-month period ended September 30, 2024, the Company recorded a net loss of $433,834, compared to a net loss of $427,355 for the same period in 2023. The Company recognized no unrealized gains or losses on the investment in BeMetals for both the three and nine-month periods ended September 30, 2024, whereas an unrealized loss of $16,688 and an unrealized gain of $30,732 was recognized for the three and nine-month periods ended September 30, 2023, respectively.

Previous wording

Operating expenses for the three months ended June 30, 2024, totaled $114,632, reflecting a decrease of $28,634, or 20%, from the same period in 2023. Exploration expenses decreased by $2,291 for the three months ended June 30, 2024, compared to the same period in 2023. Legal and accounting costs for the three months ended June 30, 2024, decreased by $2,131, totaling $10,016. Management and administrative expenses decreased by $23,991, or 23%, due to a reduction in management salaries. No stock options were issued for the three months ended June 30, 2023.

Current wording

Operating expenses for the three months ended September 30, 2024, totaled $115,226, reflecting a increase of $11,817, or 11%, from the same period in 2023. Exploration expenses increased by $27,411 for the three months ended September 30, 2024, compared to the same period in 2023. The increase in exploration expenses can be attributed to the enhancement of our S-K 1300 disclosures, and maintenance of access road and equipment. Legal and accounting costs for the three months ended September 30, 2024, increased by $1,874, totaling $13,861. Management and administrative expenses decreased by $17,468, or 22%, due to a reduction in management salaries. No stock options were issued for the three months ended September 30, 2024.

Previous wording

Operating expenses for the six months ended June 30, 2024, were $277,466, reflecting a decrease of $78,932, or 22%, from the same period in 2023. Exploration expenses for the six months ended June 30, 2024, decreased by $647 compared to the same period in 2023. Legal and accounting costs decreased by $19,228, or 25%, totaling $57,735. Management and administrative expenses decreased by $58,505, or 25%, primarily due to a reduction in management salaries, demonstrating the Company's efforts to preserve liquidity. No stock options were issued during the six months ended June 30, 2024.

Current wording

Operating expenses for the nine months ended September 30, 2024, were $392,692, reflecting a decrease of $67,115, or 15%, from the same period in 2023. Exploration expenses for the nine months ended September 30, 2024, increased by $26,764 compared to the same period in 2023. This increase was due to further S-K 1300 disclosures , road maintenance, and water testing. Legal and accounting costs decreased by $17,354, or 20%, totaling $71,596. Management and administrative expenses decreased by $75,973, or 24%, primarily due to a reduction in management salaries, demonstrating the Company's efforts to preserve liquidity.