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 Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0001062993-25-006533
ITEM 1A. -RISK FACTORSCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-31.
0001062993-26-001714
ITEM 1A. -RISK FACTORSThe 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 34 previous paragraphs and 18 current paragraphs.
9 unchanged; 6 reworded; 3 added; 19 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 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
As of December 31, 2025, the Company had a cash balance of $2,592,167. During the year ended December 31, 2025, the Company used $1,609,019 in net cash in operating activities and generated $3,775,000 in net cash from financing activities, primarily from private placement offerings. While current cash resources are expected to support near-term operating activities, the Company does not generate revenue from operations and expects to continue incurring operating losses as it advances exploration programs.
Current report
The Company will require additional capital to fund ongoing exploration activities, maintain mineral claims, satisfy lease and regulatory obligations, and support general corporate purposes beyond its current funding horizon. There can be no assurance that additional financing will be available on acceptable terms, or at all. If adequate capital is not obtained when required, the Company may be required to reduce or suspend exploration activities, relinquish mineral claims, dispose of assets, or otherwise limit its operations. In such event, investors could lose all or a substantial portion of their investment.
Current report
**Supplies and equipment needed for exploration may not always be available. If the Company is unable to secure raw materials and exploration supplies, it may have to delay anticipated business operations.**Competition, the imposition of tariffs and other trade sanctions, and unforeseen limited sources of supplies needed for the Company's proposed exploration work could result in occasional shortages of supplies of certain products, equipment, or materials. There is no guarantee the Company will be able to obtain certain products, equipment and/or materials as and when needed, without interruption, or on favorable terms, if at all. Such delays could affect the Company's anticipated business operations and increase expenses.
Removed paragraphs (19)
Previous report
On September 17, 2024**,the Company remodeled its geological data and historical reports for the South Mountain Project utilizing acquired induced polarization (IP) data, airborne magnetic geophysical survey data, and copper-in-soil geochemical survey (Geochem) results.Based on this analysis, the Company staked additional unpatented mining claims (lode claims),covering approximately 260 acres of Bureau of Land Management (BLM) land.**
Previous report
The Company is currently focused on exploring, developing and expanding its land package at the South Mountain Mine. In 2025, the Company plans on conducting geophysical and geochemical studies, in conjunction with a detailed mapping program. This exploration work will produce drill targets that will then be tested by surface drilling. The Company is open to opportunities for option or JV of its properties in an effort to advance them.
Previous report
In 2025, the Company plans on conducting more exploration at its Trout Creek Project in Lander County, Nevada. Initial work plans include induced polarization geophysics, along with a mobile metal ion geochemical sampling plan. These studies will further define the drill targets that were originally identified by Phelps Dodge.
Previous report
On November 28, 2024, the Board of Directors authorized a private placement financing of up to $700,000 through the sale of equity units at a price of US$0.05 (CAD$$0.07) per unit. Each unit consists of one share of the Company's common stock and one common stock purchase warrant. Each whole warrant entitles the holder to purchase one additional share of the Company's common stock at an exercise price of US$0.10 (CAD$0.14) per share for a period of 36 months from the date of issuance.
Previous report
On December 16, 2024, the Company completed Private Placement of units, issuing a total of 12,400,000 shares of common stock and an equivalent number of common stock purchase warrants, resulting in gross proceeds of approximately US$620,000 (CAD$868,000). Of this amount, US$20,000 (CAD$28,000) represented non-cash consideration for vendor services rendered, and US$130,000 (CAD$180,310) remained outstanding as of December 31, 2024.
Previous report
The Company is not required to issue annual reports to security holders other than the annual reports on Form 10-K and the quarterly reports on Form 10-Q, as electronically filed with the SEC. Our annual reports on Form 10-K contain financial information that has been examined and reported on, with an opinion expressed by an independent public or certified public accountant. Electronically filed reports may be accessed at www.sec.gov. Information may be obtained on the operation of the Public Reference Room by calling the SEC at 1 (800) SEC-0330.
Previous report
The Company maintains a website where recent press releases and other information can be found. A link to the Company's filings with the SEC is provided on the Company's website: https://www.thundermountaingold.com. The Company makes available free of charge through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, when filed or furnished, or as soon as reasonably practicable after we file such material, or furnish it to, the SEC.
Previous report
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 have a great amount of uncertainty as to their existence and their economic and legal feasibility. Mineral interests are periodically assessed for impairment of value and any subsequent losses are charged to operations at the time of impairment. The Company evaluated these impairment considerations and determined that no such impairments occurred as of December 31, 2024.
Previous report
On December 31, 2024 the Company had cash and cash equivalents of $481,322. In 2019 in connection with the BeMetals Option Agreement (see Note 3), the Company received 10,000,000 shares of BeMetals Corp. common stock that had a fair value of $1,883,875. On December 31, 2023, the fair value of the remaining 6.636 million shares held by the Company was $427,836, and these shares are unrestricted. On January 18, 2024, the Company sold the remaining 6,636,000 shares held in BeMetals Corp. for a total consideration of $384,467 (equivalent to CAD $518,223).
Previous report
We believe that there is substantial doubt about our ability to continue as a going concern. On December 30, 2022, the Company agreed to terminate an option agreement on the South Mountain Project with BeMetals Corporation ("BeMetals"). The termination of the option agreement leaves the Company without recurring management fee revenue or operations funding, resulting in our ability to achieve and maintain profitability and positive cash flow. The Company is dependent upon our ability to locate and ultimately extract our proven or probable precious metals reserves, if any, our ability to generate positive net revenues and our ability to reduce our operating costs.
Previous report
The Company expects to incur operating losses in future periods. This will happen because we will incur exploration costs and do not expect to generate revenue. Continued failure to generate revenues could cause us to go out of business. Our financial statements, for the year ended December 31, 2024 were audited by our independent registered public accountants, whose report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
Previous report
Our plans to continue as a going concern include financing our operations through a company merger, lease option purchase or sales of unregistered common stock and the exercising of stock options by our officers, directors and insiders. If we are not successful with our plans, equity holders could then lose all or a substantial portion of their investment.
Previous report
The Company had a cash balance of $481,332 as of December 31, 2024. We plan to raise funds in 2025 to meet operating and capital requirements for the next 12 months and beyond. 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 money to complete our exploration programs, we will try to raise additional funds from public offerings, private placement or loans.
Previous report
We know that additional financing will be required in the future to fund our planned operations. We do not know whether additional financing will be available when needed or on acceptable terms, if at all. If we are unable to raise additional financing, when necessary, we may have to delay our exploration efforts or any property acquisitions or be forced to cease operations. Collaborative arrangements may require us to relinquish our rights to certain of our mining claims.
Previous report
The effectiveness of our operations hinges on our ability, as well as that of our vendors, to safeguard our networks, equipment, and IT systems from various threats, including but not limited to natural disasters, deliberate sabotage, fire, power outages, hacking, viruses, vandalism, theft, malware, ransomware, and phishing attacks. Any of these events could lead to IT system failures, operational delays, substantial disruptions to our business, or increased capital expenditure. The ongoing functionality of our operations also depends on the prompt maintenance, upgrading, and replacement of networks, equipment, and IT systems, along with preemptive actions to mitigate potential failure risks.
Previous report
The Company has accrued $81,250 Accrued Reclamation costs regarding the South Mountain Mine project. Various laws and permits require that financial assurances be in place for certain environmental and reclamation obligations and other potential liabilities. Once we undertake any trenching or drilling activities, a reclamation bond and a permit may be required under applicable laws. Currently, we have no obligations for financial assurances of any kind, and are unable to undertake any trenching, drilling, or development on any of our properties until we obtain financial assurances pursuant to applicable regulations to cover potential liabilities.
Previous report
If we fail to maintain an effective system of internal controls, we may not be able to detect fraud or report our financial results accurately, which could harm our business, and we could be subject to regulatory scrutiny. Internal control systems provide only reasonable assurance that fraud and errors will be detected within the normal course of operations. The Company's management strives to maintain internal controls that are effective and commensurate for the size and scope of the business being conducted by the Company. The Company realizes the need to be proactive in this area and continues to evaluate ways of improving internal controls that are practical and cost effective for the size, structure, and future existence of our organization. The Company's Chief Financial Officer initiates and records all transactions. The transactions are reviewed and approved by the Company's President and CEO and reviewed by the Company's Vice President and COO. Capital Items and expenditures more than $5,000 must be approved by the Board of Directors, even if it is a line item in a Board Approved Budget. In addition, The Company has a Corporate Code of Business Conduct and Ethics (the "Code") which is acknowledged by officers and directors.
Previous report
Regulations and pended legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on the Company's business. A number of governments or governmental bodies have introduced or are contemplating legislative and/or regulatory changes in response to concerns about the potential impact of climate change. Legislation and increased regulation regarding climate change could impose significant costs on the Company, on its future venture partners, if any, and on its suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs necessary to comply with such regulations. Any adopted future climate change regulations could also negatively impact the Company's ability to compete with companies situated in areas not subject to such limitations. Given the emotional and political significance and uncertainty surrounding the impact of climate change and how it should be dealt with, the Company cannot predict how legislation and regulation will ultimately affect its financial condition, operating performance, and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by the Company or other companies in its industry could harm the Company's reputation. The potential physical impacts of climate change on its operations are highly uncertain and could be particular to the geographic circumstances in areas in which the Company operates and may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels, and changing temperatures. These impacts may adversely impact the cost, production, and financial performance of the Company's operations.
Reworded paragraphs (6)
Previous wording
Information concerning our mining properties in this Annual Report on Form 10-K has been prepared in accordance with the requirements of subpart 1300 of Regulation SK, which first became applicable to us for the fiscal year ended December 31, 2023. These requirements 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 individually material mining properties. 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.
Current wording
**Our mineral resources are subject to uncertainty and may not convert to reserves.**Information concerning our mining properties in this Annual Report on Form 10-K has been prepared in accordance with subpart 1300 of Regulation S-K. These requirements differ significantly from prior SEC disclosure standards. Subpart 1300 requires disclosure of mineral resources in addition to mineral reserves. Mineral resources do not have demonstrated economic value and are subject to further exploration and development. No assurance can be given that mineral resources will be converted into mineral reserves. Inferred resources have more uncertainty than Measured or Indicated as the estimation parameters assume mineralized continuity over greater distances which may or may not accurately reflect the actual mineralization. Investors are cautioned not to assume that any part or all of the Inferred Resource exists or is economically or legally mineable.
Previous wording
**We have no income and limited resources.**The Company's viability as a going concern hinges on its capacity to secure capital for future exploration and working capital needs. The primary means of funding anticipated for sustaining operations will be through the issuance of debt, the sale of our common stock, or sale of a property interest, with the eventual profitable development of mining properties. It is important to note that the availability of funds from these sources is not guaranteed. Failure to successfully raise additional capital may impede property development, necessitating asset liquidation.
Current wording
**We have no income and limited resources and will require additional capital to sustain operations.**The Company's viability depends on its ability to secure capital for future exploration and working capital needs. The primary means of funding anticipated for sustaining operations will be through the issuance of debt, the sale of our common stock, the sale of property interests, or strategic partnerships, with the eventual profitable development of mining properties. The availability of funds from these sources is not guaranteed. Failure to successfully raise additional capital may impede property development and limit our operations.
Previous wording
We have no proven reserves. We have no proven reserves at any of our properties. We only have measured, indicated, and inferred, along with assay samples at the South Mountain Mine and assay samples at some of our other exploration properties.
Current wording
**We have no proven reserves.**We have no proven reserves at any of our properties. We have identified measured, indicated, and inferred mineral resources at the South Mountain Project and assay samples at certain other exploration properties; however, no proven or probable mineral reserves have been established. Without proven reserves, there can be no assurance that our properties will generate revenue.
Previous wording
Our exploration efforts may be adversely affected by metals price volatility causing us to cease exploration efforts. The success of any exploration efforts is derived from the price of metal prices that are affected by numerous factors including: 1) expectations for inflation; 2) investor speculative activities; 3) relative exchange rate of the U.S. dollar to other currencies; 4) global and regional demand and production; 5) global and regional political and economic conditions; and 6) production costs in major producing regions. These factors are beyond our control and are impossible for us to predict.
Current wording
Our exploration efforts may be adversely affected by metals price volatility causing us to cease exploration efforts. The success of our exploration efforts depends significantly on prevailing metal prices, which are affected by numerous factors including: 1) expectations for inflation; 2) investor speculative activities; 3) relative exchange rates of the U.S. dollar; 4) global and regional demand and production; 5) political and economic conditions; and 6) production costs in major producing regions. These factors are beyond our control and are difficult for us to predict.
Previous wording
**Our mineral exploration efforts may not be successful.**Mineral exploration is highly speculative. It involves many risks and often does not produce positive results. Even if we find a valuable mineral deposit, it may take many additional years or more before production is possible because of the need for additional detailed exploration, pre-production studies, permitting, financing, construction and start up. During that time, it may not be economically feasible to produce those minerals. Establishing ore reserves requires us to make substantial capital expenditures and, in the case of new properties, to construct mining and processing facilities. As a result of these costs and uncertainties, we will not be able to develop any potentially economic mineral deposits.
Current wording
**Our mineral exploration efforts may not be successful.**Mineral exploration is highly speculative. It involves many risks and often does not produce positive results. Even if we find a valuable mineral deposit, it may take many additional years or more before production is possible because of the need for additional detailed exploration, pre-production studies, permitting, financing, construction and start up. During that time, it may not be economically feasible to produce those minerals. Establishing ore reserves requires us to make substantial capital expenditures and, in the case of new properties, to construct mining and processing facilities. As a result of these costs and uncertainties, we may not be able to develop any potentially economic mineral deposits.
Previous wording
We have no insurance against any of these risks. To the extent we are subject to environmental liabilities, we would have to pay for these liabilities. Moreover, in the event that we ever become an operator of a mine, and unable to fully pay for the cost of remedying an environmental problem, should it occur, we might be required to suspend operations or enter into other interim compliance measures.
Current wording
We have no insurance against any of these risks. To the extent we are subject to environmental liabilities, we would have to pay for these liabilities. Moreover, in the event that we ever become an operator of a mine and are unable to fully pay for the cost of remedying an environmental problem, should it occur, we might be required to suspend operations or enter into other interim compliance measures.