THUNDER MOUNTAIN GOLD INC
For the period ended Jun 30, 2025. Filed Aug 11, 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.
Jun 30, 2025 · Filed Aug 11, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-11.
0001062993-25-014018
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 72 current paragraphs.
45 unchanged; 13 reworded; 14 added; 8 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 (14)
Current report
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 9,500,000 units for aggregate proceeds of $1,140,000. The company received a subscription agreement for the remaining 500,000 units, but the funds remained outstanding as of June 30, 2025. As a result, a subscription receivable of $60,000 was accrued for the period. The remainder of the transaction is expected to close in August 2025. No placement agent fees were paid during the offering.
Current report
In the six months ended June 30, 2025, net cash inflow from financing activities totaled $1,270,000. 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. Additional cash proceeds totaling $1,140,000 were received after the completion of a private placement financing, which included the issuance of 9,500,000 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. A subscription agreement for the purchase of an additional 500,000 units in the offering was entered into prior to June 30, 2025. The remainder of the transaction is expected to close in August 2025.
Current report
For the three months ended June 30, 2025, the Company incurred a net loss of $899,115, compared to net loss of $113,643 for the comparable period in 2024. For the six months ended June 30, 2025, the Company reported a net loss of $1,439,415, compared to a net loss of $319,203 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 on June 18, 2025.
Current report
Three-month period comparisons
Current report
Operating expenses for the three-months ended June 30, 2025 totaled $899,363, an increase of $784,731, or 685%, compared to the prior year period. This variance was primarily attributable to elevated exploration activities and increased management and administrative expenses.
Current report
Exploration expenditures amounted to $278,889, representing a year-over-year increase of $256,604 or 1,151%. The rise was driven by strategic exploration initiatives undertaken to advance the Company's mineral interests.
Current report
During the quarter ended June 30, 2025, legal and accounting fees increased by $19,426 to a total of $29,442. The increase primarily reflects professional service fees incurred in connection with the Company's $1,200,000 private placement transaction. Management and administrative expenses increased by $508,701, or 618%, compared to the prior period. The increase was principally driven by non-cash stock-based compensation totaling $445,230, recognized in connection with stock option grants awarded to the Company's executive officers and directors.
Current report
Six-month period comparisons
Current report
For the six-month period ended June 30, 2025, operating expenses totaled $1,440,709, reflecting an increase of $1,163,243, or 419%, compared to the corresponding period in 2024. This variance was primarily attributable to elevated exploration activities and increased management and administrative expenses.
Current report
Exploration expenditures amounted to $345,962, representing a year-over-year increase of $303,602, or 717%. The rise was driven by strategic exploration initiatives undertaken to advance the Company's mineral interests.
Current report
Legal and accounting expenses increased by $17,517, or 30%, to $75,252. 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.
Current report
Management and administrative costs rose by $842,124, or 475%, 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.
Current report
Looten Lease:
Current report
On June 2, 2025, the Company executed a lease agreement with a private party 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.
Removed paragraphs (8)
Previous report
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 report
On March 31, 2025, the Company had cash and cash equivalents of $363,709.
Previous report
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 additional investment funds mentioned below.
Previous report
We do not include in this consideration any option payments mentioned below.
Previous 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.
Previous 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.
Previous report
During the three-month period ended March 31, 2025, legal and accounting costs decreased in comparison to 2024 by $1,909 or 4%.
Previous 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.
Reworded paragraphs (13)
Previous wording
We are an exploration stage company. We compete with other mineral resource exploration and development companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration and development companies with whom we compete have greater financial and technical resources than us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.
Current wording
We are an exploration stage company. We compete with other mineral resource exploration and development companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration and development companies with whom we compete have greater financial and technical resources than us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.
Previous 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.
Current wording
The Company employs one full-time officer and two 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 $8,340,019 on March 31, 2025, 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 $9,239,134 on June 30, 2025, which raises substantial doubt about the Company's ability to continue as a going concern.
Previous 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.
Current wording
At June 30, 2025, we had current assets of $1,173,147. 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.
Previous wording
On April 28, 2025 the Company had a cash balance of $272,538 in our bank accounts.
Current wording
On July 12, 2025 the Company had a cash balance of $1,055,486 in our bank accounts, which does not include consideration for option payments mentioned below.
Previous wording
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's goal is to manage expenses to not exceed the on-hand cash resources of the Company.
Previous 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.
Current wording
During the six months ended June 30, 2025, the Company discloses a net cash outflow from operating activities amounting to $690,493, compared to an operating cash outflow of $308,374 for the six months ended June 30, 2024. During the same period ended June 30, 2024, the net cash source from investing activities was $384,981 generated from the sale of BeMetals Corp. common stock.
Previous 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.
Current wording
The Company realized a net cash increase of $579,507 for the six-months ended June 30, 2025 compared to a net cash increase of $76,607 for the corresponding period in 2024.
Previous wording
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 wording
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. 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.
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 three leases pertaining to land parcels adjacent to its South Mountain patented and unpatented mining claims. The details of these leases are as follows:
Previous 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.
Current wording
On June 20, 2008, the Company entered into a lease agreement with a private party 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
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 wording
Effective June 2025, upon entering the 17th year of the lease term, the annual lease payment increasedto $5,650, reflecting the rate adjustment to $50 per acre for the 113-acre property.
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. The Company's management is in contact with Michael Lowry negotiating an lease extension.
Current wording
On October 24, 2008, the Company executed a lease agreement with private parties 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 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
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.