THUNDER MOUNTAIN GOLD INC
For the period ended Mar 31, 2026. Filed May 12, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 12, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0001062993-25-016601
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-12.
0001062993-26-002527
Item 2. 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 57 previous paragraphs and 50 current paragraphs.
14 unchanged; 10 reworded; 26 added; 33 removed; 0 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 (26)
Current report
For the three months ended March 31, 2026, the Company incurred a net loss of $590,758, compared to a net loss of $540,300 for the comparable period in 2025. The increase in net loss was primarily attributable to higher exploration expenditures and increased professional fees, partially offset by lower stock-based compensation expense during the current period.
Current report
Exploration expenditures totaled $167,128 for the three months ended March 31, 2026, compared to $67,073 for the same period in 2025, representing an increase of $100,055, or 149%. The increase was driven by expanded exploration efforts related to the advancement of the Company's mineral interests.
Current report
Legal and accounting expenses totaled $95,186 for the three months ended March 31, 2026, compared to $45,810 for the same period in 2025, representing an increase of $49,376, or 108%. The increase primarily reflects higher professional service fees associated with financial reporting, regulatory compliance, and ongoing corporate activities.
Current report
Management and administrative expenses totaled $332,281 for the three months ended March 31, 2026, compared to $428,463 for the same period in 2025, representing a decrease of $96,182, or 22%. The decrease was primarily attributable to lower stock-based compensation expense recognized during the current period.
Current report
The Company is in the exploration stage and has not generated revenues from operations. Accordingly, the Company is dependent upon external financing to fund its operations and advance its exploration activities.
Current report
As of March 31, 2026, the Company had cash and cash equivalents of $1,813,057 compared to cash and cash equivalents of $2,592,167 as of December 31, 2025. As of May 05, 2026, the Company had cash and cash equivalents of $1,677,457. Management believes the Company's existing cash resources are sufficient to fund its planned operations for at least the next twelve months.
Current report
The Company's future liquidity and capital requirements will depend on many factors, including the timing and cost of its exploration activities, evaluation of strategic alternatives and related decisions, and regulatory requirements. The Company's short-term liquidity needs consist primarily of exploration expenditures, lease payments, salaries, administrative expenses, and required principal and interest payments under the seller-financed promissory note issued in December 2025. Longer-term liquidity requirements include potential construction and equipment costs if the Company is able to advance its mining project toward production.
Current report
If the Company does not have sufficient cash to complete its exploration programs, it intends to seek additional funding through equity or debt financings or adjust its business plans accordingly. The Company may also consider alternative sources of funding, including potential mergers, asset sales, or additional agreements related to its exploration properties.
Current report
During the three months ended March 31, 2026, the Company used net cash in operating activities of $607,786, compared to net cash used in operating activities of $247,613 for the same period in 2025. The increase in cash used in operating activities during the current period was primarily attributable to higher operating expenditures associated with expanded exploration activities and increased professional fees.
Current report
During the three months ended March 31, 2026, net cash used in investing activities was $211,324, compared to no investing activity during the same period in 2025. Investing activity in the current period consisted of expenditures related to the acquisition of mineral properties.
Current report
During the three months ended March 31, 2026, net cash provided by financing activities was $40,000, compared to $130,000 for the same period in 2025. Financing activities during the current period consisted of proceeds from the exercise of stock options, while the prior period included proceeds from the issuance of common stock and warrants.
Current report
The Company experienced a net decrease in cash and cash equivalents of $779,110 for the three months ended March 31, 2026, compared to a net decrease of $117,613 for the same period in 2025.
Current report
The Company is in the exploration stage and has not generated revenues from operations. As of the date of this report, management believes the Company has sufficient cash to meet its normal operating requirements for at least the next twelve months. However, the Company's ability to continue to advance its exploration activities is dependent on its ability to obtain additional financing.
Current report
The Company plans, as funding allows, to continue advancing its South Mountain Project and to conduct exploration activities on its mineral properties. The extent and timing of these activities will depend on the availability of capital.
Current report
There can be no assurance that additional financing will be available on acceptable terms, or at all. If additional financing is not obtained, the Company may be required to reduce or delay its exploration activities and other expenditures in order to conserve cash and maintain its mineral property interests.
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
Idaho State Mineral Lease:
Current report
In March 2026, the Company was awarded mineral lease rights on approximately 3,500 acres of Idaho state land through a competitive auction process and submitted a winning bid of $210,000. In connection with the proposed lease, the Company also paid 2026 lease rent of $10,495 and a minimum annual royalty of $10,000.
Current report
As of March 31, 2026, the lease was subject to final approval by the Idaho State Land Board and had not yet been formally executed. Upon execution, the lease is expected to have a 20-year term and require ongoing annual lease payments and minimum royalty obligations to maintain the lease in good standing.
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 increases in rental rates.
Current report
(2) Represents annual lease rent and minimum royalty payments associated with the Idaho State mineral lease awarded in March 2026. The lease is subject to final approval by the Idaho State Land Board and had not been formally executed as of March 31, 2026. Future payments beyond the current period are dependent upon final lease execution and annual renewal.
Current report
Significant Accounting Policies
Current report
Our significant accounting policies are disclosed in Note 1 to the accompanying financial statements.
Current report
Off Balance Sheet Arrangements
Current report
As of March 31, 2026, we have no off-balance sheet arrangements.
Removed paragraphs (33)
Previous report
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 report
On November 28, 2024, the Board of Directors authorized a private placement financing of up to $700,000, offering equity units at $0.05 per unit. Each unit consisted of one share of common stock and one common stock purchase warrant, with each warrant exercisable for one additional share at $0.10 per share for 36 months from issuance.
Previous report
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 report
On April 15, 2025, the Company`s 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 a warrant to purchase one-half 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.
Previous report
On October 1, 2025, the Company`s 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.
Previous report
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 report
At September 30, 2025, we had current assets of $1,706,562. 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 and salaries and administrative expenses; 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 report
On October 7, 2025 the Company had a cash balance of $2,223,709 in our bank accounts, which does not include consideration for option payments mentioned below.
Previous report
Management's goal is to manage expenses to not exceed the on-hand cash resources of the Company.
Previous report
The Company will also consider other sources of funding, including potential mergers or lease option to purchase, the sale of all or part of the Company`s assets, and/or additional farm-out of its other exploration property.
Previous report
During the nine months ended September 30, 2025, the Company discloses a net cash outflow from operating activities amounting to $1,145,335, compared to an operating cash outflow of $414,098 for the nine months ended September 30, 2024. During the same period ended September 30, 2024, the net cash source from investing activities was $384,981 generated from the sale of BeMetals Corp. common stock.
Previous report
During the nine months ended September 30, 2025, net cash inflow from financing activities totaled $2,330,000. This included proceeds of $130,000 received on February 7, 2025, from a subscription agreement signed on November 5, 2024 for 2,600,000 shares of common stock and 2,600,000 common stock purchase warrants. Cash proceeds totaling $1,200,000 were received after the completion of a private placement financing, which included the issuance of 10,000,000 units, with each unit consisting of one share of common stock and warrants to purchase one-half share of common stock, exercisable for 2 years from the close of the offering at an exercise price of $0.18 per share. Additional cash proceeds totaling $1,000,000 were received in advance of approval of a private placement financing of $2,500,000 approved by the Board on October 1, 2025, see Note 9.
Previous report
The Company realized a net cash increase of $1,184,665 for the nine-months ended September 30, 2025 compared to a net cash decrease of $29,117 for the corresponding period in 2024.
Previous report
For the three months ended September 30, 2025, the Company incurred a net loss of $480,751, compared to a net loss of $114,631 for the comparable period in 2024. For the nine months ended September 30, 2025, the Company reported a net loss of $1,920,166, compared to a net loss of $433,834 for the same period in 2024. The change is primarily attributable to elevated exploration expenditures related to the advancement of the South Mountain Mine Project and stock-based compensation expenses incurred for options granted to officers and directors.
Previous report
Exploration expenditures amounted to $290,661, representing a year-over-year increase of $250,497 or 624%. The rise was driven by strategic exploration initiatives undertaken to advance the Company's mineral interests.
Previous report
During the quarter ended September 30, 2025, legal and accounting fees increased by $69,606 to a total of $83,467. The increase primarily reflects professional service fees incurred in connection with outsourced financial consulting services, as well as water rights and claim fees being negotiated on behalf of SMMI. Management and administrative expenses increased by $46,881, or 77%, compared to the prior period. The increase was primarily driven by investor relations expenses and increased filing fees during the reporting period.
Previous report
Nine-month period comparisons
Previous report
For the nine-month period ended September 30, 2025, operating expenses totaled $1,922,919, reflecting an increase of $1,530,227, or 390%, compared to the corresponding period in 2024. This variance was primarily attributable to elevated exploration activities and increased management and administrative expenses.
Previous report
Exploration expenditures amounted to $636,623, representing a year-over-year increase of $554,099 or 671%. The rise was driven by strategic exploration initiatives undertaken to advance the Company's mineral interests.
Previous report
Legal and accounting expenses increased by $87,123, or 122%, to $158,719. The increase was associated with professional services supporting the $1,200,000 private placement of common stock and warrants completed during the reporting period. A portion of the placement proceeds was allocated to pre-drilling fieldwork and technical evaluations.
Previous report
Management and administrative costs rose by $889,005, or 373%, compared to the prior-year period. This increase was largely due to non-cash stock-based compensation expenses related to option grants issued to executive officers and members of the Board of Directors.
Previous report
The audit opinion and notes that accompany our consolidated financial statements for the year ended December 31, 2024 disclose a 'going concern' qualification to our ability to continue in business. These condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates the realization of our assets and the settlement of our liabilities in the normal course of our operations
Previous report
As of the date of this report on Form 10-Q, we have sufficient cash to meet our normal operating commitments for the next 12 months without additional financing. However, we are an exploration company with exploration programs that require significant cash expenditures. A significant drilling program, such as that we have executed in prior years, can result in depletion of cash and would be prohibitive unless we can secure sufficient cash to support normal operations for the following 12 months.
Previous report
We plan, as funding allows, to follow up on our positive drill results on our South Mountain Project. Subject to available capital, we may continue prudent exploration programs on our material exploration properties and/or fund some exploratory activities on early-stage properties.
Previous report
We will require additional funding and/or reductions in exploration and administrative expenditures in future periods. Given current economic conditions, we cannot provide assurance that necessary financing transactions will be available on terms acceptable to us, or at all. Without additional financing, we would have to curtail our exploration and other expenditures while we seek alternative funding arrangements to provide sufficient capital to meet our ongoing, non-discretionary expenditures, and maintain our primary mineral properties. If we cannot obtain sufficient additional financing, we may be unable to make required property payments on a timely basis and be forced to return some or all of our leased or optioned properties to the underlying owners.
Previous report
Ascent CFO Solutions, LLC:
Previous report
On April 10, 2025, the Company entered into a services agreement with Ascent CFO Solutions, LLC to provide outsourced financial consulting services.
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
Effective June 2025, upon entering the 17th year of the lease term, the lease was extended an additional 10 years. The annual lease payment increased to $5,650, reflecting the rate adjustment to $50 per acre for the 113-acre property.
Previous report
(1) Effective June 2025, upon entering the 17th year of the lease term, the lease was extended an additional 10 years at $50/acre after 2024.
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.
Reworded paragraphs (10)
Previous wording
These risks, uncertainties and other factors include, but are not limited to, those set forth under Part I, Item 1A. - Risk Factors in our 2024 Form 10-K/A and in Part II, Item 1.A. - Risk Factors of our 2025 Q1, 2025 Q2 and 2025 Q3 on Form 10-Q. Given these risks and uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements. All subsequent written and oral forward-looking statements attributable to Thunder Mountain Gold, Inc. or to persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Except as required by federal securities laws, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Current wording
These risks, uncertainties and other factors include, but are not limited to, those set forth under Part I, Item 1A. - Risk Factors in our 2025 Annual Report on Form 10-K and in Part II, Item 1A. - Risk Factors in this Quarterly Report on Form 10-Q. Given these risks and uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements. All subsequent written and oral forward-looking statements attributable to Thunder Mountain Gold, Inc. or to persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Except as required by federal securities laws, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Previous wording
The Company owns 100% of the outstanding stock of Thunder Mountain Resources, Inc., a Nevada Corporation. Thunder Mountain Resources, Inc. owns 100% of the outstanding stock of South Mountain Mines, Inc. (SMMI), an Idaho Corporation. Thunder Mountain Resources, Inc. completed the direct purchase of 100% ownership of South Mountain Mines, Inc. on September 27, 2007, which consisted of 17 patented mining claims (approximately 327 acres) located in Owyhee County in southwestern Idaho. After the purchase, The Company continues to expand the land position by staking lode mining claims and obtaining mineral leases on adjoining private land.
Current wording
The Company owns 100% of the outstanding stock of Thunder Mountain Resources, Inc., a Nevada Corporation. Thunder Mountain Resources, Inc. owns 100% of the outstanding stock of South Mountain Mines, Inc. (SMMI), an Idaho Corporation. Thunder Mountain Resources, Inc. completed the direct purchase of 100% ownership of South Mountain Mines, Inc. on September 27, 2007, which at the time, consisted of 17 patented mining claims (approximately 327 acres) located in Owyhee County in southwestern Idaho. After the purchase, Thunder Mountain Resources staked an additional 34 unpatented lode claims covering approximately 550 acres and leased approximately 489 acres of private minerals and land. The Company subsequently acquired additional surface and mineral rights, including a 360-acre millsite property, and has continued to expand its land position through additional claim staking, lease agreements, and acquisitions of private mineral lands.
Previous wording
The Company's plan of operation for the next twelve months, subject to business conditions, will be to continue to advance the South Mountain Project, including continued baseline environmental and engineering work necessary to complete a Preliminary Economic Analysis or Initial Analysis. The Company will continue to advance the South Mountain Project and acquire additional properties through partnerships, joint ventures, option agreements, and strategic relationships.
Current wording
The Company's plan of operation for the next twelve months, subject to available capital and market conditions, will be to continue to advance the South Mountain Project, including continued baseline environmental and engineering work necessary to complete a Preliminary Economic Analysis (PEA). The Company plans to continue to pursue and evaluate options to advance the South Mountain Project and acquire additional properties through partnerships, joint ventures, option agreements, and strategic relationships.
Previous wording
Operating expenses for the three months ended September 30, 2025 totaled $482,210, an increase of $366,984, or 318%, compared to the prior year period. This variance was primarily attributable to elevated exploration activities and increased legal and accounting expenses.
Current wording
Operating expenses for the three months ended March 31, 2026 totaled $594,595, an increase of $53,249, or 10%, compared to $541,346 for the prior year period. This increase was primarily attributable to expanded exploration activities and higher legal and accounting expenses, partially offset by lower stock-based compensation expense during the current period.
Previous wording
The condensed consolidated financial statements for the nine-months ended September 30, 2025, have been prepared under the assumption that we 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 condensed consolidated financial statements for the nine-month period ended September 30, 2025, we have cash reserves sufficient to cover normal operating expenditures for the following 12 months.
Current wording
The condensed consolidated financial statements included in this Form 10-Q have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business.
Previous wording
The Company holds three leases pertaining to land parcels adjacent to its South Mountain patented and unpatented mining claims. The details of these leases are as follows:
Current wording
The Company holds several 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 will expire on October 24, 2025. The Company's management is in contact with Michael Lowry negotiating a lease extension.
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 to $60 per acre for the final seven-year period*.*
Previous wording
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. Similar to the Acree Lease, the Looten Lease incorporates an option to extend for an additional 10 years at a revised rate of $40 per acre.
Current wording
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.
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 required under this arrangement.
Previous wording
The leases and net royalties' payment are summarized in the following table.
Current wording
The leases and net royalty payments are summarized in the following table: