THUNDER MOUNTAIN GOLD INC

Company History

Thunder Mountain Gold, Inc. (a predecessor entity) was originally incorporated under the laws of the State of Idaho on November 9, 1935, under the name of Montgomery Mines, Inc. In April 1978, a controlling interest in the Montgomery Mines Corporation was obtained by a group of the Thunder Mountain property holders who then changed the corporate name to Thunder Mountain Gold, Inc. with the primary goal to further develop their holdings in the Thunder Mountain Mining District, Valley County, Idaho.

Change in Situs and Authorized Capital

On December 10, 2007, articles of incorporation were filed with the Secretary of State in Nevada for Thunder Mountain Gold, Inc., a Nevada Corporation. The Directors of Thunder Mountain Gold, Inc. (Nevada) were the same as for Thunder Mountain Gold, Inc. (Idaho).

On January 25, 2008, the shareholders approved the merger of Thunder Mountain Gold, Inc. (Idaho) with Thunder Mountain Gold, Inc. (Nevada), which was completed through a share-for-share exchange of common stock. The terms of the merger were such that the Nevada Corporation was the surviving entity (now the "Company"). The Company has 200,000,000 shares of common stock authorized with a par value of $0.001 per share and 5,000,000 shares of preferred stock authorized with a par value of $0.0001 per share.

The corporate structure of the Company is as follows: the Company owns 100% of the outstanding stock of Thunder Mountain Resources, Inc., a Nevada Corporation ("TMRI"); TMRI owns 100% of the outstanding stock of South Mountain Mines, Inc., an Idaho Corporation ("SMMI"); SMMI owns 75% of Owyhee Gold Territory, LLC ("OGT").

We have no patents, licenses, franchises or concessions which are considered by the Company to be of importance. The business is not of a seasonal nature. Since the potential products are traded in the open market, we have no control over the competitive conditions in the industry. There is no backlog of orders.

There are numerous Federal and State laws and regulations related to environmental protection, which have direct application to mining and milling activities. The more significant of these laws deal with mined land reclamation and wastewater discharge from mines and milling operations. We do not believe that these laws and regulations as presently enacted will have a direct material adverse effect on our operations. The Company employs one full-time officer and three part-time.

Subsidiary Companies

On May 21, 2007, the Company filed Articles of Incorporation with the Secretary of State in Nevada for Thunder Mountain Resources, Inc., a wholly owned subsidiary of Thunder Mountain Gold, Inc. The financial information for the new subsidiary is included in the consolidated financial statements.

On September 27, 2007, TMRI completed the purchase of all the outstanding stock of South Mountain. On November 8, 2012, South Mountain and Idaho State Gold Company II LLC ("ISGC or ISGC II") formed OGT (aka Owyhee Gold Trust, LLC), a wholly-owned subsidiary of SMMI.

On November 4, 2016, SMMI became Managing Member and controlling Member of OGT, through a judicially approved settlement agreement with ISGC. The Company's wholly owned subsidiary 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. If SMMI exercises the option, the option payment of $5 million, less advance royalties, will be distributed 100% by OGT to OGT's minority member, ISGC II 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, ISGC II.

Current Operations

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.**

On January 27, 2025, the Company announced a strategic partnership with Swiss-based MFD Investment Holdings SA ("MFD"). The letter agreement signed outlines that MFD will provide additional funding, contributing $1,000,000 in project-related expenditures as well as providing technical support for project development. This partnership adds additional financial strength in advancing South Mountain's technical and economic studies. The letter agreement is in the form of an option, whereby THMG grants an option to MFD to earn an interest in its South Mountain Project pursuant to which MFD shall have the right, but not the obligation, to complete certain requirements in return for the acquisition of a 10% interest in the Project. As of December 31, 2025, the Company has received $203,498 from MFD for project-related reimbursements, recorded as a reduction to exploration expenses.

During 2025, the Company continued advancing exploration and development activities at the South Mountain Project. The Company's efforts were focused on refining drill targets through updated geophysical modeling and geochemical interpretation.

The Company also continued evaluating exploration opportunities at its Trout Creek Project in Lander County, Nevada. Planned activities include induced polarization geophysics and mobile metal ion geochemical sampling to further define drill targets originally identified through prior exploration programs.

In 2026, the Company intends to conduct core drilling and additional geophysical and geochemical studies at South Mountain to further delineate mineralization and support future technical and economic evaluations.

Costs and Effects of Compliance with Environmental Laws

The Company has accrued $86,380 in 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.

For the Trout Creek Project Property, there are no permits associated with the property, and there are no processing plants or other available facilities located on the property. There are currently no environmental permits required for exploration work on the property. In the future, a plan of operations may be required by the Bureau of Land Management to conduct exploration and sampling at the property.

Regarding the South Mountain Project Property, the Project is largely on, and surrounded by private land, and as such, the permitting and environmental aspects of the Project are expected to be straightforward. Permits are currently in place for underground and surface exploration and development activities.

Employees

The Company employs two full-time officers, three part-time officers and one administrative staff. It is anticipated that the employees will continue their work with the Company.

Reports to Security Holders

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.

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.

Investor inquiries or requests for copies of filings may be directed to the Company at:

Thunder Mountain Gold, Inc.

11770 W. President Drive., Ste. F

Boise, ID 83713

(208) 658-1037

Attn: Chief Financial Officer