Thunder Mountain Gold Files 8-K on Equity Sales

TL;DR

TMG filed an 8-K for unregistered equity sales - watch for dilution.

AI Summary

Thunder Mountain Gold, Inc. filed an 8-K on September 9, 2025, reporting on unregistered sales of equity securities and other events. The filing details activities related to the company's operations as of September 8, 2025. Specific financial details or transaction amounts were not immediately disclosed in the provided excerpt.

Why It Matters

This filing indicates potential changes in the company's capital structure or ownership through unregistered equity sales, which could impact existing shareholders.

Risk Assessment

Risk Level: medium — Unregistered equity sales can sometimes signal financial distress or lead to dilution for existing shareholders.

Key Numbers

• 001-08429 — SEC File Number (Identifies the company's filing history with the SEC.)

Key Players & Entities

• THUNDER MOUNTAIN GOLD, INC. (company) — Registrant
• 0000711034 (company) — Central Index Key
• 911031075 (company) — IRS Employer Identification No.
• Boise, Idaho (location) — Principal executive offices location
• September 8, 2025 (date) — Date of earliest event reported
• September 9, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $1.0 million — roject by MFD incurring an aggregate of $1.0 million in exploration expenditures on the Proj
• $1,000,000 — erest "), by MFD incurring a total of US$1,000,000 in Expenditures (which will include app
• $9,000,000 M — arties shall be as follows: THMG U.S.: $9,000,000 MFD: $1,000,000. The Joint Venture Agree
• $500,000 — - (ix) MFD agrees to contribute up to $500,000 to maintain its initial 10% Participati
• $5,000,000 — 0% Participating Interest for the first $5,000,000 contributed by THMG U.S. to the Joint V
• $50,000,000 m — ,000 common shares upon THMG reaching a $50,000,000 market cap for at least 30 consecutive tr
• $100,000,000 m — ,000 common shares upon THMG reaching a $100,000,000 market cap for at least 30 consecutive tr
• $200,000,000 m — ) 3,000,000 shares upon THMG reaching a $200,000,000 market cap for at least 30 consecutive tr

Filing Documents

• form8k.htm (8-K) — 27KB
• exhibit10-1.htm (EX-10.1) — 126KB
• exhibit10-2.htm (EX-10.2) — 24KB
• exhibit99-1.htm (EX-99.1) — 16KB
• exhibit10-1x002.jpg (GRAPHIC) — 57KB
• exhibit10-1x003.jpg (GRAPHIC) — 64KB
• exhibit99-1xu001.jpg (GRAPHIC) — 4KB
• 0001062993-25-015430.txt ( ) — 602KB
• thmg-20250908.xsd (EX-101.SCH) — 4KB
• thmg-20250908_cal.xml (EX-101.CAL) — 1KB
• thmg-20250908_def.xml (EX-101.DEF) — 22KB
• thmg-20250908_lab.xml (EX-101.LAB) — 45KB
• thmg-20250908_pre.xml (EX-101.PRE) — 24KB
• form8k_htm.xml (XML) — 3KB

02 Entry into a Material Definitive Agreement

Item 3.02 Entry into a Material Definitive Agreement. Thunder Mountain Gold, Inc. (OTCQB: THMG; TSX-V: THM) ("Thunder Mountain Gold" or the "Company") has entered into an agreement with MFD Investment Holdings SA ("MFD") to implement a small-scale production framework for the South Mountain Project in Owyhee County, Idaho (the " Project "). The small-scale production framework will be implemented under an option agreement between the Company and MFD dated January 14, 2025 (as amended, the " Option Agreement "), as amended by agreement dated September 4, 2025 (the " Amendment "). The Option Agreement and Amendment were executed by the Company and MFD on September 5, 2025. Under the Option Agreement, the Company will grant to MFD the option to acquire a 10% interest in the South Mountain Project by MFD incurring an aggregate of $1.0 million in exploration expenditures on the Project by October 31, 2026 (the " Option "). Under the small-scale production framework, Thunder Mountain Gold will serve as operator (the " Operator "), and MFD will fund 100% of the qualifying capital required to advance to small-scale production. Following commencement of production, project revenues from small-scale production will be allocated 80% to MFD and 20% to THMG until MFD has recovered 1.5 its qualifying capital investment; thereafter revenues will be shared 50/50. Implementation remains subject to permitting, definitive budgets, and customary approvals. Small-scale production shall be limited to the earlier of: (i) a ten (10) year Life of Mine based on current resources; or (ii) cumulative extraction of 1,500,000 metric tonnes of Economic Ore. Details of the Option Agreement The operative provisions of the Option Agreement, including the grant of the Option, the exercise of the Option and the Bonus Shares (each as detailed below) will only be effective upon approval of the Option Agreement by the TSX Venture Exchange. Upon effectiveness of the Option Agreement, MFD will have t

01 Other Events

Item 8.01 Other Events. The Company issued a press release announcing the Option Agreement, a copy of which is attached hereto as Exhibit 99.1.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Document 10.1 Option Agreement dated January 14, 2025 (1) 10.2 Amendment to Option Agreement dated September 4, 2025 (1) 99.1 Press release of the Company dated September 8, 2025 (1) 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). (1) Filed as an exhibit to this current report on Form 8-K. - 4 -

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THUNDER MOUNTAIN GOLD, INC. Date: September 8, 2025 By: /s/ Eric T. Jones Name: Title: Eric T. Jones Chief Executive Officer - 5 -

View Full Filing

View this 8-K filing on SEC EDGAR