THUNDER MOUNTAIN GOLD INC
For the period ended Sep 30, 2025. Filed Nov 10, 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.
Sep 30, 2025 · Filed Nov 10, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0001062993-25-016601
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationThe 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 72 previous paragraphs and 57 current paragraphs.
32 unchanged; 21 reworded; 3 added; 19 removed; 0 previous and 1 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 (3)
Current report
The condensed consolidated financial statements for the nine-months ended September 30, 2025, have been prepared under the assumption that we will continue as a going concern. Such an assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the condensed consolidated financial statements for the nine-month period ended September 30, 2025, we have cash reserves sufficient to cover normal operating expenditures for the following 12 months.
Current report
During the quarter ended September 30, 2025, legal and accounting fees increased by $69,606 to a total of $83,467. The increase primarily reflects professional service fees incurred in connection with outsourced financial consulting services, as well as water rights and claim fees being negotiated on behalf of SMMI. Management and administrative expenses increased by $46,881, or 77%, compared to the prior period. The increase was primarily driven by investor relations expenses and increased filing fees during the reporting period.
Current report
Nine-month period comparisons
Removed paragraphs (19)
Previous report
Internal Controls Disclosure
Previous report
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 report
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 report
Competition
Previous report
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 report
Employees
Previous report
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 report
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 report
As of June 30, 2025, the Company may not have sufficient liquidity to sustain normal operations for the next 12 months. While it is pursuing additional financing, including possible strategic alternatives, there can be no assurance that additional financing sources or strategic alternatives will be available.
Previous 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.
Previous report
Six-month period comparisons
Previous 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.
Previous report
Critical Accounting Policies
Previous report
We have identified our critical accounting policies, the application of which may materially affect the financial statements, either because of the significance of the financials statement item to which they relate, or because they require management's judgment in making estimates and assumptions in measuring, at a specific point in time, events which will be settled in the future. The critical accounting policies, judgments and estimates which management believes have the most significant effect on the financial statements are set forth below:
Previous report
a) Estimates. Our management routinely makes judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increase, these judgments become even more subjective and complex. Although we believe that our estimates and assumptions are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results of operation and/or financial condition.
Previous report
b) Stock-based Compensation. The Company records stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation" using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
Previous report
c) Income Taxes. We have current income tax assets recorded in our financial statements that are based on our estimates relating to federal and state income tax benefits. Our judgments regarding federal and state income tax rates, items that may or may not be deductible for income tax purposes and income tax regulations themselves are critical to the Company's financial statement income tax items.
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.
Previous report
e) Valuation. The critical accounting policies governing the valuation process outline the methodologies, assumptions, and criteria used to determine the fair value of land and mining rights. These policies ensure consistency, accuracy, and compliance with accounting standards such as ASC 360 for land and ASC 930 for mining rights.
Reworded paragraphs (21)
Previous wording
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 21 unpatented lode mining claims and obtained mineral leases on 489 acres of adjoining private ranch land.
Current wording
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, The Company continues to expand the land position by staking lode mining claims and obtaining mineral leases on adjoining private land.
Previous wording
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 wording
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 will continue to advance the South Mountain Project and acquire additional properties through partnerships, joint ventures, option agreements, and strategic relationships.
Previous wording
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 wording
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 10,000,000 units for aggregate proceeds of $1,200,000. No placement agent fees were paid during the offering.
Previous 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.
Current wording
At September 30, 2025, we had current assets of $1,706,562. 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 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.
Current wording
On October 7, 2025 the Company had a cash balance of $2,223,709 in our bank accounts, which does not include consideration for option payments mentioned below.
Previous 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.
Current wording
During the nine months ended September 30, 2025, the Company discloses a net cash outflow from operating activities amounting to $1,145,335, compared to an operating cash outflow of $414,098 for the nine months ended September 30, 2024. During the same period ended September 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 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 wording
During the nine months ended September 30, 2025, net cash inflow from financing activities totaled $2,330,000. 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. Cash proceeds totaling $1,200,000 were received after the completion of a private placement financing, which included the issuance of 10,000,000 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. Additional cash proceeds totaling $1,000,000 were received in advance of approval of a private placement financing of $2,500,000 approved by the Board on October 1, 2025, see Note 9.
Previous 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.
Current wording
The Company realized a net cash increase of $1,184,665 for the nine-months ended September 30, 2025 compared to a net cash decrease of $29,117 for the corresponding period in 2024.
Previous wording
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 wording
For the three months ended September 30, 2025, the Company incurred a net loss of $480,751, compared to a net loss of $114,631 for the comparable period in 2024. For the nine months ended September 30, 2025, the Company reported a net loss of $1,920,166, compared to a net loss of $433,834 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.
Previous wording
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 wording
Operating expenses for the three months ended September 30, 2025 totaled $482,210, an increase of $366,984, or 318%, compared to the prior year period. This variance was primarily attributable to elevated exploration activities and increased legal and accounting expenses.
Previous wording
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 wording
Exploration expenditures amounted to $290,661, representing a year-over-year increase of $250,497 or 624%. The rise was driven by strategic exploration initiatives undertaken to advance the Company's mineral interests.
Previous wording
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 wording
For the nine-month period ended September 30, 2025, operating expenses totaled $1,922,919, reflecting an increase of $1,530,227, or 390%, compared to the corresponding period in 2024. This variance was primarily attributable to elevated exploration activities and increased management and administrative expenses.
Previous wording
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 wording
Exploration expenditures amounted to $636,623, representing a year-over-year increase of $554,099 or 671%. The rise was driven by strategic exploration initiatives undertaken to advance the Company's mineral interests.
Previous wording
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 wording
Legal and accounting expenses increased by $87,123, or 122%, to $158,719. 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.
Previous wording
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 wording
Management and administrative costs rose by $889,005, or 373%, 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.
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 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.
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
Previous wording
As of the date of this report on Form 10-Q, we do not have sufficient cash to meet our normal operating commitments for the next 12 months without additional financing. Therefore, we expect to be required to engage in financial transactions to increase our cash balance or decrease our cash obligations in the near term. However, we are an exploration company with exploration programs that require significant cash expenditures. A significant drilling program, such as that we have executed in prior years, can result in depletion of cash and would be prohibitive unless we can secure sufficient cash to support normal operations for the following 12 months.
Current wording
As of the date of this report on Form 10-Q, we have sufficient cash to meet our normal operating commitments for the next 12 months without additional financing. However, we are an exploration company with exploration programs that require significant cash expenditures. A significant drilling program, such as that we have executed in prior years, can result in depletion of cash and would be prohibitive unless we can secure sufficient cash to support normal operations for the following 12 months.
Previous 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.
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
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.
Current wording
Effective June 2025, upon entering the 17th year of the lease term, the lease was extended an additional 10 years. The annual lease payment increased to $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 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.
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 a lease extension.
Previous wording
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.
Current wording
On June 2, 2025, the Company executed a lease agreement with Kevin and Jo Looten 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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On October 1, 2025, the Company`s Board approved a private placement financing of 10,000,000 units at a price of $0.25 per unit for total proceeds to the Company of $2,500,000. Each unit includes one share of common stock and one-half warrant to purchase one share of common stock, exercisable for 2 years from the close of the offering at an exercise price of $0.40. On October 24, 2025, the Company completed a non-brokered private placement financing pursuant to the Board's approval on October 1, 2025.