THUNDER MOUNTAIN GOLD INC

**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.

**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.

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.

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.

**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.

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.

There is no guarantee that current favorable prices for metals and other commodities will be sustained. If the market prices for these commodities weaken, we will temporarily suspend or cease exploration efforts.

**Our business faces significant risks by information technology disruptions by cyber-attacks.**The frequency and sophistication of cybersecurity incidents, such as the installation of malicious software and unauthorized data access, are on the rise. Our operations depend, in part, on how well we and our vendors protect networks, equipment, IT systems and software against damage from several threats, including, but not limited to natural disasters, intentional damage and destruction, fire, power loss, hacking, computer viruses, vandalism, theft, malware, ransomware and phishing attacks. Any of these and other events could result in IT system failures, delays, a material disruption of our business or increases in capital expenses. Our operations also depend on the timely maintenance, upgrade and replacement of networks, equipment and IT systems and software, as well as preemptive expenses to mitigate the risks of failures.

Moreover, the significance of our information technology systems and networks will escalate with a growing number of our employees working remotely. Additionally, should one of our service providers falters without prompt replacement, our ability to effectively manage outsourced functions could be compromised. While we believe we have implemented appropriate measures to mitigate these risks, the unpredictable nature and scope of IT disruptions could leave us vulnerable to system manipulation, financial losses from remedial actions, or other adverse impacts on our financial condition and operational results.

**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.

We face strong competition from other mining companies for the acquisition of new properties. If we do find an economic mineral reserve and put it into production, we need to continually seek to find new properties. In addition, there is a limited supply of desirable mineral lands available in the United States or elsewhere where we would consider conducting exploration activities. Because we face strong competition for new properties from other exploration and mining companies, some of whom have greater financial resources than we do, we may be unable to acquire attractive new mining properties on terms that we consider acceptable.

Mining operations may be adversely affected by risks and hazards associated with the mining industry. Mining operations involve a number of risks and hazards including: 1) environmental hazards; 2) political and country risks; 3) industrial accidents; 4) labor disputes; 5) unusual or unexpected geologic formations; 6) high wall failures, cave-ins or explosive rock failures, and 7) flooding and periodic interruptions due to inclement or hazardous weather conditions. Such risks could result in: 1) damage to or destruction of mineral properties or producing facilities; 2) personal injury; 3) environmental damage; 4) delays in exploration efforts; 5) monetary losses, and; 6) legal liability.

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.

**We must limit our exploration due to capital constraints.**Because our Company is small and does not have much capital, we must limit the time and money we expend on exploration of interests in our properties. This may prevent us from realizing any revenues, thus reducing the value of the stock. In particular, we may not be able to: 1) devote the time we would like to explore our properties; 2) spend as much money as we would like to exploring our properties; 3) rent the quality of equipment or hire the contractors we would like to have for exploration; and 4) have the number of people working on our properties that we would like to have. By limiting our operations, it may take longer to explore our properties. There are other larger exploration companies that could and may spend more time and money exploring the properties that we have acquired.

We will have to suspend our exploration plans if we do not have access to all the supplies and materials we need. Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after we have conducted preliminary exploration activities on our properties. If we cannot find the products and equipment we need in a timely manner, we will have to delay or suspend our exploration plans until we do find the products and equipment we need.

We face substantial governmental regulation, economic and environmental risks, which could prevent us from exploring or developing our properties. Our business is subject to extensive federal, state and local laws and regulations governing mining exploration development, production, labor standards, occupational health, waste disposal, use of toxic substances, environmental regulations, mine safety and other matters. New legislation and regulations may be adopted at any time that results in additional operating expenses, capital expenditure or restrictions and delays in the exploration, mining, production or development of our properties.

Inflationary pressures, economic tariffs and rising exploration costs may impact on our ability to maintain current operations, obtain favorable equipment prices and secure financing terms. Inflationary rises could impede our ability to raise additional capital, increasing the risk of business disruptions.

**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.