THUNDER MOUNTAIN GOLD INC

DEF 14A 1 formdef14a.htm FORM DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

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THUNDER MOUNTAIN GOLD, INC.

11770 W. President Drive, Ste. F, Boise, Idaho 83713

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THUNDER MOUNTAIN GOLD, INC11770 W. President Drive, Ste. F, Boise, Idaho 83713

Notice of Annual Meeting of Stockholders

Dear Shareholder:

Notice is hereby given that the Annual Meeting of Shareholders (the "Annual Meeting") of Thunder Mountain Gold, Inc. (the "Company") will be held on January 28, 2026, at 12:00 p.m. Mountain Time at the Company's offices, located at 11770 W. President Drive, Ste. F, Boise, Idaho 83713, and as a virtual meeting, for the following purposes:

1. To elect the Company's Board of Directors to serve until the Company's 2027 Annual Meeting of Shareholders or until successors are duly elected and qualified; the following nominees for election as Directors are: Eric T. Jones, Ralph Noyes, Douglas J. Glaspey and James A. Sabala;

2. To ratify of the appointment of the Company's independent registered public accounting firm for the fiscal year of 2026; and

3. Shareholders will also transact such other business as may be brought properly before the meeting and all adjournments or postponements thereof.

The Board of Directors unanimously recommends that you vote for each of these proposals. These matters and instructions on how to vote are more fully described in the attached proxy statement and the proxy card (the "Proxy Statement") accompanying this notice, which is incorporated herein by reference. The approximate date of mailing the Proxy Statement, the enclosed annual report, and the form of proxy card is December 19, 2025. The Board of Directors has fixed December 09, 2025, as the record date for the Annual Meeting. Only shareholders of the Company of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting. A list of shareholders as of December 09, 2025, will be available for inspection by any shareholder ten (10) days before the Annual Meeting.

The Company is once again taking advantage of the Securities and Exchange Commission rules that allow us to provide proxy materials over the Internet. On or about December 19, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials (the "Notice") to stockholders informing stockholders that the Proxy Statement and voting instructions are available online.

As more fully described in the Notice, all stockholders may choose to access proxy materials on the Internet or may request paper copies of the proxy materials. We believe that using the Internet reduces costs, provides greater flexibility to our shareholders, and conserves resources. Following the formal meeting and its items of business at the Annual Meeting, I will review major Company developments over the past year and share our plans for the future with you. You will have an opportunity to ask questions and express your views to the management of the Company. Members of the Board of Directors will also be present.

**YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy by Internet by following the instructions in the “Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting”, or by mail so that a quorum may be represented at the meeting.**Any person giving a proxy has the power to revoke it at any time, and stockholders who are present at the meeting may withdraw their proxies and vote in person. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your shares.

We hope you will participate on Wednesday, January 28, 2026. Shareholders can attend the Thunder Mountain Gold Annual Meeting on January 28, 2026, 12:00 PM Mountain Time (US and Canada) by Joining the Virtual Meeting via: https://meetnow.global/MGS4F4Y

By Order of the Board of Directors,

Eric T. JonesPresident and Principal Executive OfficerDated: December 17, 2025

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