THUNDER MOUNTAIN GOLD INC
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 31, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-03-12.
0001062993-24-006207
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0001062993-25-006533
ITEM 7. -MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 52 previous paragraphs and 51 current paragraphs.
25 unchanged; 10 reworded; 16 added; 17 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
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.
Current report
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, Thunder Mountain Resources staked 34 unpatented mining lode claims covering approximately 550 acres, and approximately 489 acres of leased private land. In addition, the project owns 360 acres of private land for its mill site that is not contiguous with the mining claims.
Current report
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 plans to continue to explore options to advance the South Mountain Project and acquire additional properties through partnerships, joint ventures, option agreements, and strategic relationships.
Current report
As an exploration-stage company, Thunder Mountain Gold, Inc. does not generate revenue from operations. The Company is focused on mineral exploration and development activities and does not have producing mines or commercial production at this time. Accordingly, certain disclosure requirements related to changes in sales, revenue, and cost of goods sold do not apply.
Current report
Operating expenses for the fourth quarter ended December 31, 2024, totaled $192,921, representing an increase of $38,037, or 25%, compared to the same period in 2023. Exploration expenses for the three months ended December 31, 2024, increased by $33,538 compared to the corresponding period in 2023, primarily due to geochemical IP modeling activities on the South Mountain project.
Current report
Legal and accounting expenses for the three months ended December 31, 2024, increased by $14,214 to $41,027. This increase was primarily driven by costs associated with the Company's Private Placement issued on November 28, 2024, to finance ongoing operations. Management and administrative expenses for the three months ended December 31, 2024, decreased by $9,715, or 10%, primarily due to a reduction in management salaries.
Current report
Operating expenses for the year ended December 31, 2024, amounted to $585,613, reflecting a decrease of $29,078, or 5%, from the same period in 2023. Exploration expenses for the year ended December 31, 2024, increased by $60,302 compared to the corresponding period in 2023, due in part to S-K 1300 disclosures, and maintenance of access road and equipment, and ongoing modeling activities.
Current report
Legal and accounting costs decreased by $3,140, or 3%, totaling $112,623 for the year ended December 31, 2024. Meanwhile, Management and administrative expenses decreased by $85,688, or 21%, primarily due to a reduction in management salaries, demonstrating the Company's efforts to preserve liquidity.
Current report
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.
Current report
On December 16, 2024, the Company closed the private placement, issuing 9,800,000 shares of common stock and an equal number of common stock purchase warrants, generating gross proceeds of approximately $470,000, including $20,000 in non-cash consideration for vendor services.
Current report
Additionally, on November 14, 2024, the Company received a subscription agreement from an investor for 2,600,000 shares of common stock and 2,600,000 common stock purchase warrants for $130,000 (CAD$182,000). As of December 31, 2024, the investor had not received the stock certificates, and the funds remained held in escrow. During February of 2025 the subscription agreement funds were received.
Current report
Subsequent to December 31, 2024, the Company sold 2.6 million common shares for US$130,000 that has been collected on February 24, 2025.
Current report
For the year ended December 31, 2024, the Company reports net cash used by operating activities of $539,287 compared to cash used by operating activities of $543,995 in 2023. During the year ended December 31, 2024, the net cash source from investing activities was $384,981, which was generated from the sale of BeMetals common stock. As of December 31, 2024, the Company reported net cash provided by financing activities of $465,000. This amount primarily reflects proceeds from the completion of a private placement of units, which included the issuance of 12,400,000 shares of common stock and an equal number of common stock purchase warrants, resulting in gross cash proceeds of $470,000, and a subscription agreement for the purchase of 2,600,000 shares of common stock, resulting in a noncash transaction of $130,000 for the period ended December 31, 2024. The total was offset by an annual lease payment of $5,000 made to a non-controlling interest holder (See Note 3).
Current report
For the year ended December 31, 2024, total lease payments amounted to $3,390. Effective June 2025, upon entering the 17th year of the lease term, the annual lease payment will increase to $5,650, reflecting the rate adjustment to $50 per acre for the 113-acre property.
Current report
(4) The Lowry Lease payments for 2-3 years, and beyond is estimated based upon current lease extension discussions.
Current report
Critical Accounting Estimates
Removed paragraphs (17)
Previous report
FORWARD LOOKING STATEMENTS: The following discussion may contain forward-looking statements that involve a number of risks and uncertainties. Factors that could cause actual results to differ materially include the following: inability to locate property with mineralization, lack of financing for exploration efforts, competition to acquire mining properties; risks inherent in the mining industry, and risk factors that are listed in the Company's reports and registration statements filed with the Securities and Exchange Commission.
Previous report
The Company continued advancement of the South Mountain Project in 2023 with the Company filing and reporting a new and updated independent NI 43-101 Mineral Resource Estimate ("43-101 43-101 MRE"). This new filing incorporated results from surface diamond drilling program conducting in 2021 at the South Mountain Project ("South Mountain" or "South Mountain Project" or the "Property") in southwestern Idaho, U.S.A. The updated 43-101 MRE includes an increased resource for the Project while maintaining the high-grade mineralization. The updated Independent 43-101 MRE, which has an effective date of October 16, 2023, was prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI-43-101") by Hard Rock Consulting, LLC, based in the U.S.A.
Previous report
The Company also purchased an additional 56 acres of strategic land at South Mountain in 2023. The addition is a combination of both patented and private land, with full mineral rights.
Previous report
The Company will continue advancing the project and focusing on increasing the resource in 2024.
Previous report
The Company recognized no incomein management services income for the fourth quarter ended on December 31, 2023, compared to $75,000 recognized for the quarter ended December 31, 2022. The decrease in revenue is due to the termination of the BeMetals Option Agreement (see Note 3).
Previous report
Operating expenses for the fourth quarter ended December 31, 2023, of $154,884 increased from the same respective period in 2022 by $46,945 or 44%. Exploration expenses for the three months ended December 31, 2023, witnessed an increase of $35,096 in comparison to the same period in 2022. This rise in exploration expenses is attributed to the termination of the BeMetals Option Agreement. On December 30, 2022, the Company mutually agreed with BeMetals Corporation to terminate the Option Agreement, wherein BeMetals had been providing funding for project expenses, including exploration expenses to South Mountain Mines project.
Previous report
Legal and accounting costs increased in the fourth quarter ended December 31, 2023, compared to 2022 by $19,425 for a total of $26,813. The increase in legal and accounting costs is attributed to the Company's pursuit of financing operations. management and administrative expenses decreased by $7,245 or 7%, for the fourth quarter ended December 31, 2023.
Previous report
For the year ending December 31, 2023, the Company reported no income from management services, contrasting with the $300,000 total revenue recorded in the previous year ending December 31, 2022. This decline in revenue is a direct consequence of terminating the BeMetals Option Agreement (refer to Note 3).
Previous report
Operating expenses for the year ending December 31, 2023, amounted to $614,691, reflecting a decrease of $131,579, or 18%, from the same period in 2022. Exploration expenses for the year ending December 31, 2023, increased by $87,546 compared to the corresponding period in 2022, driven by the termination of the BeMetals Option Agreement. On December 30, 2022, the Company and BeMetals Corporation mutually agreed to terminate the Option Agreement, resulting in the discontinuation of BeMetals' funding for project expenses, including exploration expenses at the South Mountain Mines project.
Previous report
Legal and accounting costs increased by $2,046, or 1%, totaling $115,763 for the year ending December 31, 2023. Meanwhile, Management and administrative expenses decreased by $220,170, or 35%, primarily attributed to the reduction in stock compensation of $158,341 for stock options issued to our officers and directors on March 21, 2022. Notably, there were no stock options issued during the year ending December 31, 2023.
Previous report
In November 2023 the Company sold 1,364,000 shares of BeMetals Corp for $86,681 (CAD $119,024). The sales included commissions of $2,600 (CAD $3,570) and a foreign exchange loss of $294. The Company recognized a total net amount of $84,081 (CAD $115,409), resulting in a recognized loss of $ 47,091. This loss is included in other income on the Statement of Operations.
Previous report
The Company had an unrealized loss on the change in fair value of the BeMetals investment of $179,604 for the year ended December 31, 2023, compared to an unrealized loss of $782,072 for the year ended December 31, 2022. The remaining 6.636 million shares of BeMetals stock held by the Company were sold after year-end 2023 for a total consideration of $384,467. See Note 11 Subsequent Events.
Previous report
Subsequent to December 31, 2023, the Company sold 6.636 million common shares of BMET USA as mentioned above.
Previous report
Management is committed to managing expenses of all types to not exceed the on-hand cash resources of the Company at any point in time, now or in the future.
Previous report
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.
Previous report
Critical Accounting Policies
Previous report
d) Investments. In a joint venture where the Company holds more than 50% of the voting interest and has significant influence, the joint venture is consolidated with the presentation of noncontrolling interest. In determining whether significant influences exist, the Company considers its participation in policy-making decisions and its representation on the venture's management committee.
Reworded paragraphs (10)
Previous wording
In 2023, the Company reported a net loss of $817,227 ($0.01 per share), improving from a net loss of $1,244,739 ($0.02 per share) in 2022. The decrease in 2023's net loss is primarily attributed to a smaller unrealized loss of the Company's investment in BeMetals stock during 2023 as compared to 2022. During the year ended December 31, 2023, the Company recognized an unrealized loss on the investment in BeMetals amounting to $178,604, compared to an unrealized loss of $782,072 on December 31, 2022. This change resulted in a net loss decrease of $602,468 for the year ended December 31, 2023.
Current wording
In 2024, the Company reported a net loss of $631,111 ($0.01 per share), improving from a net loss of $817,227 ($0.01 per share) in 2023. The decrease in 2024's net loss is primarily attributed primarily due to the unrealized loss of$179,604 during the year ended December 31, 2023. This change resulted in a net loss decrease of $219,914 for the year ended December 31, 2024.
Previous wording
On December 31, 2023, the Company had cash and cash equivalents of $170,628.
Current wording
On December 31, 2024, the Company had cash and cash equivalents of $481,322.
Previous wording
Management and the Board have not undertaken plans or commitments that exceed the cash available to the Company beyond fiscal year 2024. We do not include in this consideration any additional investment funds mentioned below. Management is committed to managing expenses of all types to not exceed the on-hand cash resources of the Company at any point in time, now or in the future.
Current wording
Management and the Board have not undertaken plans or commitments that exceed the cash available to the Company beyond fiscal year 2025. We do not include in this consideration any future financing. Management is committed to managing expenses of all types with the cash on-hand.
Previous wording
At December 31, 2023, we have current assets of $632,250. 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 it turns out that 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.
Current wording
As of December 31, 2024, we had current assets of $647,224. 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 it turns out that 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.
Previous wording
On February 21, 2024, we had $461,266 cash in our bank accounts.
Current wording
On March 10, 2025, we had $438,907 cash in our bank accounts.
Previous wording
For the year ended December 31, 2023, the Company reports net cash used by operating activities of $543,994 compared to cash used by operating activities of $402,136 in 2022. During the year ended December 31, 2023, net cash source from investment activities was $31,905. The Company reported $84,081 that was generated from the sale of BeMetals common stock. On December 13, 2023, the Company purchased 56 acres of private land for $52,176. This was strategic to exploration and development, and contiguous on the south end of the existing patented and lode claims at the South Mountain Project. The Company reported no cash used for financing activities compared to $71,768 used for the year ended December 31, 2022. The Company reported a net cash decrease of $512,090 for the year ended December 31, 2023, compared to a net cash decrease of $473,904 for the same period in 2022.
Current wording
The Company reported a net cash increase of $310,694 for the year ended December 31, 2024, compared to a net cash decrease of $512,090 for the same period in 2023.
Previous wording
The Company holds two leases pertaining to land parcels adjacent to its South Mountain patented and unpatented mining claims. The details of these leases are as follows:
Current wording
The Company holds two leases pertaining to land parcels adjacent to and adjoining the South Mountain Project. The details of these leases are as follows:
Previous wording
Commencing on June 20, 2008, the Company entered into a lease agreement with Ronald Acree for a period of 6 years, covering 113 acres at a rate of $20 per acre. The lease includes an option to extend for an additional 10 years at a revised rate of $30 per acre. The total annual lease payment for the 113 acres amounts to $3,390. The Acree Lease is scheduled to expire on June 20, 2024.
Current wording
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.
Previous wording
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, 2024.
Current wording
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 expires on October 24, 2025.
Previous wording
(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.
Current wording
(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. After 10 years, the advanced royalty payments cease.