THUNDER MOUNTAIN GOLD INC
For the period ended Mar 31, 2025. Filed May 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 13, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-13.
0001062993-24-019025
Item 2. Management's Discussion and Analysis or Plan of OperationCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-13.
0001062993-25-009192
Item 2. 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 67 previous paragraphs and 67 current paragraphs.
44 unchanged; 11 reworded; 12 added; 11 removed; 1 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 (12)
Current report
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.
Current report
The increase in net loss, for the period ended March 31, 2025, is primarily attributed to the increase of exploration expenditures as part of strategic partnership to advance the South Mountain Mine Project, andstock compensation for stock options issued to our officers and directors on February 7, 2025.
Current report
Total net loss for the three months ended March 31, 2025, of $540,300 increased from the comparative period in 2024 by $334,740 or 163%. Exploration expenses for the three months ended March 31, 2025, increased by $46,998 or 234% when compared to same period in 2024. The increase in exploration expenditure is due to project-related expenses in advancing the South Mountain Mine project.
Current report
During the three-month period ended March 31, 2025, legal and accounting costs decreased in comparison to 2024 by $1,909 or 4%.
Current report
Management and administrative expenses increased by $333,423 or 351% principally due to stock compensation of $325,815 for stock options issued to our officers and directors on February 7, 2025. There were no options issued during the quarter ended March 31, 2024.
Current report
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 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. Disruptions in the credit and financial markets over the past several years have had a material adverse impact on a number of financial institutions and investors and have limited access to capital and credit for many companies. In addition, commodity prices and mining equities have seen significant volatility which increases the risk to precious metal investors. Market disruptions and alternative investment options, among other things, make it more difficult for us to obtain, or increase our cost of obtaining, capital and financing for our operations. Our access to additional capital may not be available on terms acceptable to us or at all. If we are unable to obtain financing through equity investments, we will seek multiple solutions including, but not limited to, asset sales, corporate transactions, credit facilities or debenture issuances in order to continue as a going concern.
Current report
The condensed consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. We believe that the going concern condition cannot be removed with confidence until the Company has entered into a business climate where funding of its activities is more assured. If the going concern basis were not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.
Current report
Ascent CFO Solutions, LLC:
Current report
On April 10, 2025, the Company entered into a services agreement with Ascent CFO Solutions, LLC to provide outsourced financial consulting services*.*
Current report
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
(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.
Current report
Critical Accounting Policies
Removed paragraphs (11)
Previous report
The Company has allocated $200,000 for exploration activities in 2024, including $150,000 specifically for the South Mountain project, and $300,000 for the operating budget in 2025, primarily for basic operating expenses. This financing initiative is contingent upon the engagement of a New Capital partner prior to year-end.
Previous report
The financing received approval from TSX-V in September 2024 and will close at the discretion of the Board of Directors. If executed, this private placement may result in the issuance of approximately 10 million shares, representing a 19% increase in As of September 30, 2024, the Company has not issued any shares of common stock.
Previous report
On January 18, 2024, the Company sold the remaining 6,636,000 shares held in BeMetals Corp. for a total consideration of $384,981 (equivalent to CAD $518,223). The transaction was executed through Canaccord Genuity at a unit price of $0.0594 (CAD $0.0801) per share. This sale was conducted in accordance with the terms outlined in the BeMetals Option Agreement. As a result of the sale, the Company incurred a loss of $42,855.
Previous report
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 report
Three-month period comparisons
Previous report
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 report
Nine-month period comparisons
Previous report
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.
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
(1) Amounts shown are for the lease periods years 15 through 16, a total of 2 years that remains after 2021, the lease was extended an additional 10 years at $30/acre after 2014.
Previous report
Critical Accounting Estimates
Reworded paragraphs (11)
Previous 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.
Current wording
Based upon staff comments from the Securities and Exchange Commission ("SEC"), the Company has 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 one full-time officer andone part-time. It is anticipated that the employees will continue their work with the Company.
Current wording
The Company employs one full-time officer and one 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 $7,602,442 on September 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 $8,340,019 on March 31, 2025, which raises substantial doubt about the Company's ability to continue as a going concern.
Previous wording
On July 18, 2024, the Board of Directors approved a Private Placement financing plan to raise up to $500,000 through the sale of equity units priced at $0.05 per unit, which includes one share of common stock, and one-half stock warrant, exercisable at $0.07.
Current wording
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.
Previous wording
On September 30, 2024, the Company had cash and cash equivalents of $141,511.
Current wording
On March 31, 2025, the Company had cash and cash equivalents of $363,709.
Previous 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.
Current wording
At March 31, 2025, we had current assets of $395,672. 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 October 20, 2024, the Company had $144,160 cash in our bank accounts.
Current wording
On April 28, 2025 the Company had a cash balance of $272,538 in our bank accounts.
Previous 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.
Current wording
During the three months ended March 31, 2025, the Company discloses a net cash outflow from operating activities amounting to $247,613, compared to an operating cash outflow of $200,171 in 2024. During the same period ended March 31, 2024, the net cash source from investing activities was $384,981 generated from the sale of BeMetals common stock.
Previous 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.
Current wording
In the period ended March 31, 2025, there was a net cash inflow from financing activities totaling $130,000, as a result of a subscription agreement signed on November 5, 2024 for 2,600,000 shares of common stock and 2,600,000 common stock purchase warrants for $130,000. Funds were not received until February 7, 2025. The Company realized a net cash decrease of $117,613 for the three-months ended March 31, 2025, in contrast to a net cash increase of $184,810 for the corresponding period in 2024.
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. Upon the 17th Anniversary from the effective date, a rate of $50 per acre will be paid in the form of an advanced royalty until the 30th anniversary from the date. Then, a rate of $75 per acre will be paid to Acree. The total annual lease payment for the 113 acres amounts to $3,390.
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, 2025.
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 will expire on October 24, 2025. The Company's management is in contact with Michael Lowry negotiating an lease extension.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
The Company's ability to secure capital for exploration and working capital needs is crucial, given the absence of recurring revenue streams. Long-term strategies involve financing through stock or debt sales and eventual profitability from mining operations. Capital raising efforts are hindered by 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.