THUNDER MOUNTAIN GOLD INC
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 31, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0001062993-25-006533
ITEM 7. -MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-31.
0001062993-26-001714
Item 7. 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 51 previous paragraphs and 49 current paragraphs.
16 unchanged; 10 reworded; 23 added; 24 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 (23)
Current report
Plan of Operations:
Current report
For the year ended December 31, 2025, the Company reported a net loss of $2,829,759 ($0.03 per share), compared to a net loss of $631,111 ($0.01 per share) in 2024. The increase in net loss for the year ended December 31, 2025, was primarily attributable to higher operating expenses, including increased exploration activity, professional fees, and stock-based compensation associated with financing and corporate development efforts during the year.
Current report
Operating expenses for the fourth quarter ended December 31, 2025, totaled $903,862 representing an increase of $710,941, or approximately 369%, compared to $192,921 for the same period in 2024. The increase in fourth-quarter operating expenses was primarily driven by higher exploration and management and administrative costs incurred during the period.
Current report
Exploration expenses for the fourth quarter ended December 31, 2025, were $274,888, an increase of $209,408 compared to $65,480 for the corresponding period in 2024. The rise was driven by strategic exploration initiatives undertaken to advance the Company's mineral interests.
Current report
Legal and accounting expenses for the fourth quarter ended December 31, 2025, totaled $103,484, compared to $41,027 for the same period in 2024, representing an increase of $62,457. The increase primarily reflects professional service fees incurred in connection with outsourced financial consulting services, as well as legal fees related to water rights and claim fees being negotiated on behalf of SMMI.
Current report
Management and administrative expenses for the three months ended December 31, 2025, increased to $525,490, compared to $86,414 for the same period in 2024, an increase of $439,076. This increase was largely due to non-cash stock-based compensation expenses related to option grants issued to a consultant for services previously rendered and accrued Board compensation.
Current report
Operating expenses for the year ended December 31, 2025, totaled $2,826,781 representing an increase of $2,241,168 or approximately 383%, compared to operating expenses of $585,613 for the year ended December 31, 2024. The increase in operating expenses was primarily attributable to elevated exploration activity, increased professional fees, and stock-based compensation recognized during 2025.
Current report
Exploration expenses for the year ended December 31, 2025 were $911,511, an increase of $763,507 compared to $148,004 for the corresponding period in 2024. The rise was driven by strategic exploration initiatives undertaken to advance the Company's mineral interests.
Current report
Legal and accounting expenses increased to $262,203 for the year ended December 31, 2025, compared to $112,623 in 2024, representing an increase of $149,580, or approximately 133%. The increase was primarily driven by costs associated with regulatory filings, and professional services required to support the Company's public reporting and corporate activities.
Current report
Management and administrative expenses increased to $1,653,067 for the year ended December 31, 2025, compared to $324,986 in 2024, an increase of $1,328,081, or approximately 409%. This increase was largely due to non-cash stock-based compensation expenses related to option grants issued to consultants, executive officers and members of the Board of Directors.
Current report
On April 15, 2025, the Company 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 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 $0.18 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.
Current report
On October 1, 2025, the Company 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.
Current report
On March 19, 2026, the Company had a cash and cash equivalent balance of $2,041,803 in our bank accounts, which does not include consideration for option payments mentioned below.
Current report
Management's goal is to manage expenses to not exceed the on-hand cash resources of the Company.
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
Former Acree Lease:
Current report
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 included options to extend at increasing rental rates. Effective June 2025, upon entering the 17th year of the lease term, the lease was extended an additional 10 years. On December 9, 2025, the Company completed the acquisition of the 113-acre property previously subject to the Acree Lease pursuant to a purchase and sale agreement (see Note 4 & Note 6). As a result of the acquisition, the lease agreement was terminated, and no further lease payments are required.
Current report
Looten Lease:
Current report
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. The lease incorporates an option to extend for an additional 10 years at a revised rate of $40 per acre.
Current report
Lequerica & Sons Lease:
Current report
On August 22, 2025, the Company executed a lease agreement with Lequerica & Sons, Inc. for an initial term of 7 years, encompassing 432 acres at a rate of $30 per acre. The lease incorporates an option to extend for an additional 7 years at a revised rate of $40 per acre. The lease agreement also contains a right of first refusal in favor of the Company with respect to the underlying property, exercisable upon a proposed sale by the lessor.
Current report
(1) The amounts presented above reflect the current annual rental rates in effect as of December 31, 2025, and do not reflect scheduled future rental rate increases under the respective lease agreements.
Removed paragraphs (24)
Previous report
Plan of Operation:
Previous report
In 2024, the Company reported a net loss of $631,111 ($0.01 per share), improving from a net loss of $817,227 ($0.01 per share) in 2023. The decrease in 2024's net loss is primarily attributed primarily due to the unrealized loss of$179,604 during the year ended December 31, 2023. This change resulted in a net loss decrease of $219,914 for the year ended December 31, 2024.
Previous report
Operating expenses for the fourth quarter ended December 31, 2024, totaled $192,921, representing an increase of $38,037, or 25%, compared to the same period in 2023. Exploration expenses for the three months ended December 31, 2024, increased by $33,538 compared to the corresponding period in 2023, primarily due to geochemical IP modeling activities on the South Mountain project.
Previous report
Legal and accounting expenses for the three months ended December 31, 2024, increased by $14,214 to $41,027. This increase was primarily driven by costs associated with the Company's Private Placement issued on November 28, 2024, to finance ongoing operations. Management and administrative expenses for the three months ended December 31, 2024, decreased by $9,715, or 10%, primarily due to a reduction in management salaries.
Previous report
Operating expenses for the year ended December 31, 2024, amounted to $585,613, reflecting a decrease of $29,078, or 5%, from the same period in 2023. Exploration expenses for the year ended December 31, 2024, increased by $60,302 compared to the corresponding period in 2023, due in part to S-K 1300 disclosures, and maintenance of access road and equipment, and ongoing modeling activities.
Previous report
Legal and accounting costs decreased by $3,140, or 3%, totaling $112,623 for the year ended December 31, 2024. Meanwhile, Management and administrative expenses decreased by $85,688, or 21%, primarily due to a reduction in management salaries, demonstrating the Company's efforts to preserve liquidity.
Previous report
Additionally, on November 14, 2024, the Company received a subscription agreement from an investor for 2,600,000 shares of common stock and 2,600,000 common stock purchase warrants for $130,000 (CAD$182,000). As of December 31, 2024, the investor had not received the stock certificates, and the funds remained held in escrow. During February of 2025 the subscription agreement funds were received.
Previous report
While the Company does not currently have cash sufficient to support aggressive exploration work at South Mountain, we believe that the survivability of Thunder Mountain Gold can be aided by the following:
Previous report
On December 31, 2024, the Company had cash and cash equivalents of $481,322.
Previous report
Subsequent to December 31, 2024, the Company sold 2.6 million common shares for US$130,000 that has been collected on February 24, 2025.
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 future financing. Management is committed to managing expenses of all types with the cash on-hand.
Previous report
On March 10, 2025, we had $438,907 cash in our bank accounts.
Previous report
We do not include in this consideration any option payments mentioned below.
Previous report
Acree Lease:
Previous report
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 report
For the year ended December 31, 2024, total lease payments amounted to $3,390. 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.
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
(2) The Lowry lease has an early buy-out provision for 50% of the remaining amounts owed in the event the Company desires to drop the lease prior to the end of the first seven-year period.
Previous report
(3) OGT LLC, managed by the Company's wholly owned subsidiary SMMI, receives a $5,000 per year payment for up to 10 years, or until a $5 million capped NPI Royalty is paid. After 10 years, the advanced royalty payments cease.
Previous report
(4) The Lowry Lease payments for 2-3 years, and beyond is estimated based upon current lease extension discussions.
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) 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 (10)
Previous wording
The consolidated financial statements accompanying this report have been prepared assuming the Company will continue as a going concern. As of December 31, 2024, the Company understands it faces liquidity challenges with managing cash to sustain normal operations for the next 12 months.
Current wording
The consolidated financial statements accompanying this report have been prepared assuming the Company 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 consolidated financial statements for the year ended December 31, 2025, we have cash reserves sufficient to cover normal operating expenditures for the following 12 months.
Previous wording
Long-term strategies involve financing through stock or debt sales and eventual profitability from mining operations. Capital raising efforts are challenging given the 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, and feel confident continuing as a going concern for the next 12 months.
Current wording
Long-term strategies involve financing through stock or debt sales and eventual profitability from mining operations. Capital raising efforts are challenging given the 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.
Previous wording
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, including $20,000 in non-cash consideration for vendor services.
Current wording
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.
Previous wording
Our plans for the long-term viability include financing our future operations through sales of our common stock and/or debt and the eventual profitable exploitation of our mining properties.
Current wording
Our plans for the long-term viability include financing our future operations through sales of our common stock and/or debt and the eventual profitable exploitation of our mining properties. There can be no assurance that such activities will be successful.
Previous wording
As of December 31, 2024, we had current assets of $647,224. 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 it turns out that 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.
Current wording
At December 31, 2025, we had current assets of $2,698,225. 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, salaries and administrative expenses and required principal and interest payments under the seller-financed promissory note issued in December 2025; 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
For the year ended December 31, 2024, the Company reports net cash used by operating activities of $539,287 compared to cash used by operating activities of $543,995 in 2023. During the year ended December 31, 2024, the net cash source from investing activities was $384,981, which was generated from the sale of BeMetals common stock. As of December 31, 2024, the Company reported net cash provided by financing activities of $465,000. This amount primarily reflects proceeds from the completion of a private placement of units, which included the issuance of 12,400,000 shares of common stock and an equal number of common stock purchase warrants, resulting in gross cash proceeds of $470,000, and a subscription agreement for the purchase of 2,600,000 shares of common stock, resulting in a noncash transaction of $130,000 for the period ended December 31, 2024. The total was offset by an annual lease payment of $5,000 made to a non-controlling interest holder (See Note 3).
Current wording
For the year ended December 31, 2025, the Company discloses net cash used by operating activities of $1,609,019, compared to net cash used by operating activities of $539,287 in 2024. The increase in cash used by operating activities during 2025 was primarily attributable to higher operating expenditures associated with expanded exploration activity, and professional fees. During the year ended December 31, 2025, net cash used in investing activities was $55,136, which primarily reflects cash expenditures associated with the acquisition of private land completed on December 9, 2025. The total purchase price of the land was approximately $260,136; however, approximately $205,000 of the purchase price was financed through the issuance of a seller-financed promissory note. Accordingly, the majority of the land acquisition was a non-cash investing and financing transaction. This compares to net cash provided by investing activities of $384,981 in 2024, which was generated from the sale of BeMetals common stock. For the year ended December 31, 2025, the Company reported net cash provided by financing activities of $3,775,000, primarily reflecting proceeds from private placement financings resulting in the issuance of common stock and warrants totaling $3,650,000, as well as $130,000 received from the collection of a common stock subscription receivable. These cash inflows were partially offset by $5,000 in distributions made to a noncontrolling interest holder (see Note 3).
Previous wording
The Company reported a net cash increase of $310,694 for the year ended December 31, 2024, compared to a net cash decrease of $512,090 for the same period in 2023.
Current wording
The Company realized a net cash increase of $2,110,845 for the year ended December 31, 2025, compared to a net cash increase of $310,694 for the corresponding period in 2024.
Previous wording
The Company holds two leases pertaining to land parcels adjacent to and adjoining the South Mountain Project. The details of these leases are as follows:
Current wording
The Company holds 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 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 expires 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. The lease incorporated 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. Commencing October 24, 2025, the Company executed an extension to the lease agreement with Michael Lowry for an additional 21 years, through October 24, 2046. Under the amended lease agreement, the annual rental payments for the first seven years increased to $40 per acre. The rental rate increases to $50 per acre for the second seven-year period and increases to $60 per acre for the final seven-year period.
Previous wording
SMMI is the sole manager of the South Mountain Project in its entirety through a separate Mining Lease with Option to Purchase ("Lease Option") with the Company's majority-owned subsidiary OGT. SMMI has an option to purchase the South Mountain mineral interest for a capped $5 million, less net returns royalties paid through the date of exercise. The Lease Option expires in November 2026. Under the Lease Option, SMMI pays an advance of $5,000 net returns royalty to OGT annually on November 4 which is distributed to OGT's minority member.
Current wording
SMMI is the sole manager of the South Mountain Project in its entirety through a separate Mining Lease with Option to Purchase ("Lease Option") with the Company's majority-owned subsidiary OGT. SMMI has an option to purchase the South Mountain mineral interest for a capped $5 million less net returns royalties paid through the date of exercise. The Lease Option expires in November 2026. Under the Lease Option, SMMI paid annual $5,000 net returns royalty payments to OGT through November 2025. The final $5,000 payment was made in November 2025, and no further payments are due under this arrangement.
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.