Thunder Mountain Gold Inc 10-K/A Filing

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value THMG THM OTCQB TSX-V
• $0.0001 — of preferred stock with a par value of $0.0001 per share. 1 The Company is structu

Filing Documents

• form10ka.htm (10-K/A) — 1074KB
• exhibit21-1.htm (EX-21.1) — 2KB
• exhibit23-1.htm (EX-23.1) — 2KB
• exhibit31-1.htm (EX-31.1) — 6KB
• exhibit31-2.htm (EX-31.2) — 6KB
• exhibit32-1.htm (EX-32.1) — 2KB
• exhibit32-2.htm (EX-32.2) — 2KB
• exhibit95.htm (EX-95) — 15KB
• exhibit96-1.pdf (EX-96.1) — 9323KB
• exhibit23-1x001.jpg (GRAPHIC) — 5KB
• form10kaxz001.jpg (GRAPHIC) — 27KB
• form10kaxz002.jpg (GRAPHIC) — 143KB
• form10kaxz003.jpg (GRAPHIC) — 78KB
• form10kaxz004.jpg (GRAPHIC) — 43KB
• form10kaxz005.jpg (GRAPHIC) — 81KB
• form10kaxz006.jpg (GRAPHIC) — 5KB
• form10kaxz007.jpg (GRAPHIC) — 2KB
• 0001062993-24-016440.txt ( ) — 29808KB
• thmg-20231231.xsd (EX-101.SCH) — 60KB
• thmg-20231231_cal.xml (EX-101.CAL) — 39KB
• thmg-20231231_def.xml (EX-101.DEF) — 156KB
• thmg-20231231_lab.xml (EX-101.LAB) — 661KB
• thmg-20231231_pre.xml (EX-101.PRE) — 280KB
• form10ka_htm.xml (XML) — 463KB

- DESCRIPTION OF BUSINESS

ITEM 1 - DESCRIPTION OF BUSINESS 1

- RISK FACTORS

ITEM 1A - RISK FACTORS 3

- UNRESOLVED STAFF COMMENTS

ITEM 1B - UNRESOLVED STAFF COMMENTS 7

- CYBERSERCURITY

ITEM 1C - CYBERSERCURITY 7

- DESCRIPTION OF PROPERTIES

ITEM 2 - DESCRIPTION OF PROPERTIES 8

- LEGAL PROCEEDINGS

ITEM 3 - LEGAL PROCEEDINGS 24

- MINE SAFETY DISCLOSURES

ITEM 4 - MINE SAFETY DISCLOSURES 24 PART II 26 IITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND SSUER PURCHASES OF EQUITY SECURITIES 26

- SELECTED FINANCIAL DATA

ITEM 6 - SELECTED FINANCIAL DATA 26

- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 27

- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 31

- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 31

- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 48

- CONTROLS AND PROCEDURES

ITEM 9A - CONTROLS AND PROCEDURES 48

- OTHER INFORMATION

ITEM 9B - OTHER INFORMATION 49 PART III 50

- DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 50

- EXECUTIVE COMPENSATION

ITEM 11 - EXECUTIVE COMPENSATION 53

- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 55

- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 56

- PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES 57 PART IV 58

- EXHIBITS, FINANCIAL STATEMENT SCHEDULES

ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES 58 ii CAUTIONARY NOTE TO U.S. RESIDENTS CONCERNING DISCLOSURE OF MINERAL RESOURCES Thunder Mountain Gold, Inc. ("Thunder Mountain," "we," "us," "our" or the "Company") is a U.S. domestic issuer for U.S. Securities and Exchange Commission ("SEC") purposes; it is required to report its financial results under U.S. Generally Accepted Accounting Principles ("U.S. GAAP"), and its shares of common stock trade on the TSX Venture Exchange (the "TSX-V") and the OTCQB Venture Market tier of the OTC Markets. However, certain prior regulatory filings made in Canada contain or incorporate by reference therein certain disclosure that satisfies the additional requirements of Canadian securities laws, which differ from the requirements of United States' securities laws. Unless otherwise indicated, all resource estimates included in those Canadian filings, and in the documents incorporated by reference therein, had been prepared in accordance with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") classification system. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Canadian standards, including NI 43-101, may differ from the requirements of Subpart 1300 of Regulation S-K ("S-K 1300"). Thus, resource information contained, or incorporated by reference, in the Company's Canadian filings, and in the documents incorporated by reference therein, may not be comparable to similar information disclosed by companies reporting mineral reserve and mineral resource information under S-K 1300. The terms "mineral reserve," "proven mineral reserve" and "probable mineral reserve" are Canadian mining terms as defined in accordance with NI 43-101 and CIM standards.

- DESCRIPTION OF BUSINESS

ITEM 1 - DESCRIPTION OF BUSINESS Company History The Company 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 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 The Company moved its situs from Idaho to Nevada, but maintains its corporate offices in Boise, Idaho. 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 by a share for share exchange of common stock. The terms of the merger were such that the Nevada Corporation was the surviving entity. The number of authorized shares for the Nevada Corporation is 200,000,000 shares of common stock with a par value of $0.001 per share and 5,000,000 shares of preferred stock with a par value of $0.0001 per share. 1 The Company is structured as follows: The Company owns 100% of the outstanding stock of Thunder Mountain Resources, Inc. (TMRI), a Nevada Corporation. Thunder Mountain Resources, Inc. owns 100% of the outstanding stock of South Mountain Mines, Inc., an Idaho Corporation. South Mountain Mines, Inc. owns 75% of Owyhee Gold Territory, LLC. 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 h

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