THUNDER MOUNTAIN GOLD INC

Our common stock is traded on the over-the-counter bulletin board (OTCQB) market regulated by the Financial Industry Regulatory Authority (FINRA) under the symbol "THMG" The OTCQB quotations do not reflect inter-dealer prices, retail mark-ups, commissions or actual transactions.

On September 24, 2010, the Company's common stock also began trading on the Toronto Stock Exchange Venture Exchange ("TSX-V") in Canada and is quoted under the trading symbol "THM".

Holders:

As of December 31, 2024, there were approximately 1,168 shareholders of record of the Company's common stock with an unknown number of additional shareholders who hold shares through brokerage firms.

Transfer Agent:

Our independent stock transfer agent in the United States is Computershare Shareholder Services, located at 8742 Lucent Blvd., Suite 225, Highlands Ranch, CO 80129. In Canada, our Agent is Computershare, TORU - Toronto, University Ave, 100 University Ave, 8th Floor, Toronto, ON M5J 2Y1, CANADA.

Dividends:

No dividends were paid by the Registrant in 2024 or 2023, and the Company has no plans to pay a dividend in the foreseeable future. Dividends undertaken by the Company are solely at the discretion of the Board of Directors.

Recent Sales of Unregistered Securities:

On November 28, 2024, the Board of Directors authorized a private placement financing of up to $700,000 through the sale of equity units at a price of $0.05 per unit. Each unit consists of one share of the Company's common stock and one common stock purchase warrant. Each whole warrant entitles the holder to purchase one additional share of the Company's common stock at an exercise price of $0.10 per share for a period of 36 months from the date of issuance.

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 (CAD$658,000). Of this amount, US$20,000 (CAD$28,000) represented non-cash consideration for vendor services rendered. The purchasers were accredited investors, and the Company sold the securities under the exemption provided by 4(a)(2) and the safe harbor provided by Rule 506(b) of Regulation D, without registration under the Securities Act of 1933, as amended.

On November 14, 2024, the Company received a subscription agreement from an investor for the purchase of 2,600,000 shares of common stock and an equivalent number of common stock purchase warrants for total consideration of US$130,000 (CAD$182,000). The funds were received from the subscription agreement in February of 2025.

As of December 31, 2024, the investor had not received the stock certificates, and the corresponding funds remained held in escrow. Accordingly, the Company recorded the subscription as Subscriptions Receivable, presented as an asset on the balance sheet, with a corresponding increase in Common Stock and Additional Paid-in Capital under stockholders' equity. The funds from escrow will be released upon the transfer agent's issuance of the shares.

The proceeds from the sales of the unregistered securities will be used for exploration and land acquisition at South Mountain, and general corporate purposes.