THMG Remains Exploration-Stage, No Reserves Reported in 10-K

TL;DR

**THMG is still a speculative bet on future gold discoveries, with no current production or revenue to back it up.**

AI Summary

Thunder Mountain Gold, Inc. (THMG) operates as an exploration-stage issuer, focusing on mineral exploration with no disclosed mineral reserves as of December 31, 2025. The company's primary assets are its mineral properties, which are in various stages of exploration and evaluation. As an exploration-stage company, THMG did not report revenue or net income from mining operations for the fiscal year ended December 31, 2025, as it is not yet in the production stage. Key business changes include continued efforts in geological evidence and sampling to estimate mineral resources, specifically 'measured mineral resources,' 'indicated mineral resources,' and 'inferred mineral resources' under Subpart 1300 of Regulation S-K. The strategic outlook is centered on advancing its mineral properties to eventually establish proven and probable mineral reserves, which is a prerequisite for transitioning into a production-stage issuer. Risks include the speculative nature of mineral exploration, potential inability to comply with government regulations, and the inherent uncertainties of converting mineral resources into economically viable reserves.

Why It Matters

For investors, THMG's continued status as an exploration-stage company means it carries significant risk, as its valuation is tied to potential future discoveries rather than current production or revenue. Employees and customers are not directly impacted by operational changes, as there are no active mining operations or product sales. The broader market for junior gold explorers will view this filing as typical for a company at this stage, highlighting the long lead times and capital intensity required to bring a mine into production. Competitively, THMG is still far from challenging established gold producers, focusing instead on proving up its resource base.

Risk Assessment

Risk Level: high — THMG is an 'Exploration Stage Issuer' as defined by Subpart 1300 of Regulation S-K, meaning it has no material property with mineral reserves disclosed. This inherently high risk is due to the speculative nature of mineral exploration, where there is 'great uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility' regarding mineral resources, as stated in the filing. The company explicitly states that 'it cannot be assumed that all or any part of an 'measured mineral resource,' 'indicated mineral resource' or 'inferred mineral resource' will ever be upgraded to a higher category.'

Analyst Insight

Investors should approach THMG with extreme caution, recognizing it as a high-risk, high-reward speculative play. Only those with a high tolerance for risk and a long-term investment horizon should consider a position, understanding that significant capital is required before any potential for revenue generation.

Financial Highlights

revenue

0

total Assets

$0

total Debt

$0

net Income

0

eps

0

cash Position

$0

revenue Growth

N/A

Key Numbers

• $16.2M — Market Value of Non-Affiliate Equity (As of June 30, 2025, indicating the public float's valuation.)
• 93.5M — Common Shares Outstanding (As of March 23, 2026, reflecting the total number of shares.)
• 0 — Mineral Reserves Disclosed (THMG is an 'Exploration Stage Issuer' with no disclosed mineral reserves as of December 31, 2025, highlighting its pre-production status.)

Key Players & Entities

• Thunder Mountain Gold, Inc. (company) — Registrant and exploration-stage issuer
• SEC (regulator) — U.S. Securities and Exchange Commission
• TSX Venture Exchange (regulator) — Exchange where THMG common stock trades
• OTCQB Venture Market (regulator) — Exchange where THMG common stock trades
• Subpart 1300 of Regulation S-K (regulator) — SEC disclosure requirements for mining registrants
• NI 43-101 (regulator) — Canadian standards for mineral project disclosure
• $16,238,799 (dollar_amount) — Aggregate market value of common equity held by non-affiliates as of June 30, 2025
• 93,505,579 (dollar_amount) — Shares of Common Stock outstanding as of March 23, 2026

FAQ

Risk Factors

• Speculative Nature of Mineral Exploration [high — market]: The company is in the exploration stage and faces significant risks associated with the speculative nature of mineral exploration. This includes the possibility of diminishing quantities or grades of minerals, and the inherent uncertainties in converting estimated mineral resources into economically viable reserves. There is no guarantee that exploration efforts will lead to the discovery of commercially exploitable mineral deposits.
• Operational and Technical Difficulties [medium — operational]: Exploration, processing, or mining activities may encounter operational or technical difficulties. These challenges can lead to increased costs, delays, and potential failures in resource development, impacting the economic feasibility of projects.
• Global Economic and Capital Market Uncertainties [medium — financial]: The company is subject to global economic and capital market uncertainties. These broader market conditions can affect the availability of funding, investor sentiment, and the overall economic viability of mineral exploration projects.
• Environmental Regulations [medium — regulatory]: Numerous Federal and State laws and regulations related to environmental protection, such as mined land reclamation and wastewater discharge, directly apply to mining activities. While the company believes current regulations will not have a direct material adverse effect, changes or stricter enforcement could impact operations.
• Potential Shareholder Dilution [medium — financial]: The company may experience potential dilution to its shareholders from stock issuances or recapitalization. This could reduce the ownership percentage and potentially the value of existing shares.
• Climate Change and Natural Disasters [low — market]: Adverse effects of climate changes or natural disasters could impact the company's operations and assets, potentially leading to disruptions and increased costs.
• Pandemic Disease Spread or Other Crises [low — market]: Adverse effects of global or regional pandemic disease spread or other crises could disrupt operations, supply chains, and market demand.
• Contests Over Property Title [medium — legal]: The company faces risks related to contests over the title to its properties, which could lead to legal disputes and impact the ability to explore or develop these assets.

Industry Context

Thunder Mountain Gold, Inc. operates in the highly speculative mineral exploration sector. The industry is characterized by significant capital requirements, long lead times for discovery and development, and dependence on commodity prices. Companies like THMG compete for exploration acreage, funding, and skilled personnel. Recent trends include increased focus on critical minerals and advancements in exploration technology, but the overall landscape remains challenging for early-stage explorers.

Regulatory Implications

As an exploration-stage mining company, THMG is subject to a complex web of federal and state environmental regulations, including those concerning land reclamation and wastewater discharge. While the company believes current regulations are manageable, any future changes or stricter enforcement could materially impact operations and costs. Compliance with SEC reporting requirements, particularly under Regulation S-K for mineral resource disclosures, is also critical.

What Investors Should Do

1. Monitor exploration progress and resource definition updates.
2. Assess funding needs and dilution risks.
3. Evaluate management's ability to advance projects towards economic feasibility.
4. Understand the speculative nature of the investment.

Key Dates

• 1935-11-09: Original Incorporation — Marks the historical origin of the predecessor entity, Montgomery Mines, Inc., in Idaho.
• 1978-04: Name Change and Focus Shift — The company changed its name to Thunder Mountain Gold, Inc. and focused on developing its holdings in the Thunder Mountain Mining District.
• 2007-12-10: Nevada Incorporation — Thunder Mountain Gold, Inc. was incorporated in Nevada, establishing the current corporate domicile.
• 2008-01-25: Merger Completion — The Idaho entity merged with the Nevada entity, with the Nevada Corporation surviving, consolidating operations under the current structure.
• 2007-05-21: Subsidiary Incorporation — Thunder Mountain Resources, Inc. (TMRI) was incorporated in Nevada as a wholly owned subsidiary.
• 2007-09-27: Subsidiary Acquisition — TMRI completed the purchase of all outstanding stock of South Mountain Mines, Inc. (SMMI).

Glossary

Exploration-Stage Issuer

A company that is primarily engaged in the search for mineral reserves and has not yet determined the feasibility of commercial production. Such companies typically have no significant revenue from mining operations. (THMG is classified as an exploration-stage issuer, meaning its primary activities are focused on exploration and evaluation, not production, which impacts its financial reporting and risk profile.)

Mineral Reserves

Concentrations of crystalline material of economic interest in the solid earth that are delimited by drilling and sampling and within which a recoverable mineral content may be best estimated. They have been established, with legal and financial viability confirmed by preliminary feasibility studies. (THMG has no disclosed mineral reserves, indicating it has not yet reached the stage where economic viability for production has been confirmed.)

Measured Mineral Resources

The part of a mineral resource for which quantity, grade, bulk densities, shape, and other geological characteristics have been estimated with sufficient confidence to allow the appropriate application of technical and economic parameters to support economic viability assessment. It is based on detailed geological evidence and knowledge. (THMG is working to estimate these resources as part of its exploration efforts, a step towards potentially defining reserves.)

Indicated Mineral Resources

The part of a mineral resource for which quantity, grade, bulk densities, shape and other geological characteristics have been estimated on the basis of available geological evidence. It is based on limited geological evidence and sampling, and while the geological characteristics are partly known, the confidence is not high enough to support economic viability assessment. (THMG is working to estimate these resources as part of its exploration efforts, a step towards potentially defining reserves.)

Inferred Mineral Resources

The part of a mineral resource for which quantity and grade or quality have been estimated on the basis of limited geological evidence and sampling. Confidence in the estimate is not high enough to allow geological evidence and sampling. Confidence in the estimate is not high enough to allow the appropriate application of technical and economic parameters to support economic viability assessment. (THMG is working to estimate these resources as part of its exploration efforts, a step towards potentially defining reserves.)

Regulation S-K

A regulation of the U.S. Securities and Exchange Commission (SEC) that governs the disclosure requirements for companies filing reports with the SEC, including information about business, risk factors, and financial condition. (THMG's reporting, particularly regarding mineral resources under Subpart 1300, is governed by Regulation S-K.)

Forward-Looking Statements

Statements in a company's filings that predict or describe future events or conditions. These are subject to risks and uncertainties, and actual results may differ materially. (THMG includes these statements to provide insight into future expectations but cautions that actual results may vary due to inherent uncertainties.)

Dilution

The reduction in the ownership percentage of a stock caused by the issuance of new shares. This can also refer to a reduction in earnings per share or book value per share. (THMG warns of potential dilution from future stock issuances, which could impact existing shareholders' equity.)

Year-Over-Year Comparison

As an exploration-stage company with no revenue-generating operations, direct year-over-year comparisons of revenue and margins are not applicable. The company's financial condition is primarily characterized by its cash position and exploration expenditures. Key changes would likely be in the level of exploration activity, property valuations, and potentially changes in the company's cash balance due to financing or operational spending. New risk factors related to market conditions or specific exploration challenges may have emerged or been updated.

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value THMG OTCQB THM TSX-V I
• $0.0001 — ed stock authorized with a par value of $0.0001 per share. The corporate structure of
• $5 m — Mountain mineral interest for a capped $5 million, less net returns royalties paid
• $5,000 — e Lease Option, SMMI pays an advance of $5,000 net returns royalty to OGT annually on

Filing Documents

• form10k.htm (10-K) — 1092KB
• exhibit3-9.htm (EX-3.9) — 82KB
• exhibit21-1.htm (EX-21.1) — 2KB
• exhibit23-1.htm (EX-23.1) — 3KB
• exhibit31-1.htm (EX-31.1) — 7KB
• exhibit31-2.htm (EX-31.2) — 7KB
• exhibit32-1.htm (EX-32.1) — 2KB
• exhibit32-2.htm (EX-32.2) — 2KB
• exhibit95.htm (EX-95) — 13KB
• exhibit23-1x001.jpg (GRAPHIC) — 4KB
• form10kxz001.jpg (GRAPHIC) — 27KB
• form10kxz002.jpg (GRAPHIC) — 78KB
• form10kxz003.jpg (GRAPHIC) — 119KB
• form10kxz004.jpg (GRAPHIC) — 5KB
• 0001062993-26-001714.txt ( ) — 6346KB
• thmg-20251231.xsd (EX-101.SCH) — 74KB
• thmg-20251231_cal.xml (EX-101.CAL) — 46KB
• thmg-20251231_def.xml (EX-101.DEF) — 181KB
• thmg-20251231_lab.xml (EX-101.LAB) — 846KB
• thmg-20251231_pre.xml (EX-101.PRE) — 313KB
• form10k_htm.xml (XML) — 494KB

RISK FACTORS

RISK FACTORS 11 ITEM 1B - UNRESOLVED STAFF COMMENTS 13 ITEM 1C - CYBERSERCURITY 13 ITEM 2 - DESCRIPTION OF PROPERTIES 13 ITEM 3 -

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 27 ITEM 4 - MINE SAFETY DISCLOSURES 27 PART II 28 ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 28 ITEM 6 -

SELECTED FINANCIAL DATA

SELECTED FINANCIAL DATA 29 ITEM 7 -

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 29 ITEM 7A -

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 33 ITEM 8 - CONSOLIDATED FINANCIAL STATEMENTS 34 ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 50 ITEM 9A -

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 50 ITEM 9B - OTHER INFORMATION 50 PART III 51 ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 51 ITEM 11 -

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 54 ITEM 12 -

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 57 ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 59 ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES 60 PART IV 61 ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES 61 3 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K and the exhibits attached hereto contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws, including statements about anticipated future operating and financial performance, financial position and liquidity, growth opportunities and growth rates, pricing plans, acquisition and divestiture opportunities, business prospects, strategic alternatives, business strategies, regulatory and competitive outlook, investment and expenditure plans, financing needs and availability and other similar forecasts and statements of expectation and statements of assumptions underlying any of the foregoing. The words "aims," "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "projects," "seeks," "should" and variations of these words and similar expressions are generally intended to identify these forward-looking statements. These forward-looking statements are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Forward-looking statements by us are based on estimates, projections, beliefs and assumptions of management and are not guarantees of future performance. Such forward-looking statements may b

- DESCRIPTION OF BUSINESS

ITEM 1 - DESCRIPTION OF BUSINESS 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. 8 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

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View this 10-K filing on SEC EDGAR