THMG Sets 2026 Annual Meeting: Director Elections, Auditor Ratification on Agenda

TL;DR

**THMG's upcoming shareholder meeting is a routine governance check, but watch for any dissent on director elections or auditor ratification, as the board's unanimous 'FOR' recommendation suggests smooth sailing.**

AI Summary

Thunder Mountain Gold, Inc. (THMG) is holding its Annual Meeting of Shareholders on January 28, 2026, at 12:00 p.m. Mountain Time, both in-person at its Boise, Idaho offices and virtually. Shareholders will vote on two key proposals: the election of four directors—Eric T. Jones, Ralph Noyes, Douglas J. Glaspey, and James A. Sabala—to serve until the 2027 Annual Meeting, and the ratification of Assure CPA as the independent registered public accounting firm for fiscal year 2026. The Board of Directors unanimously recommends voting FOR both proposals. As of the record date, December 09, 2025, there were 93,255,579 shares of common stock outstanding, with each share entitled to one vote. Paul Beckman is a significant beneficial owner, holding 9,825,000 shares, representing 13.4% of the common stock outstanding as of December 31, 2024. The company is leveraging SEC rules to provide proxy materials primarily online, mailing a Notice of Internet Availability of Proxy Materials around December 19, 2025, to reduce costs and conserve resources.

Why It Matters

This DEF 14A filing outlines the critical governance decisions for Thunder Mountain Gold, Inc., directly impacting investor confidence and strategic direction. The election of directors, including current President Eric T. Jones, shapes the company's leadership and future operational focus in the competitive gold mining sector. Ratifying Assure CPA ensures financial transparency and regulatory compliance, crucial for maintaining market trust. For employees, stable governance provides clarity on long-term company objectives, while customers and the broader market will watch these decisions for signals about THMG's stability and commitment to best practices.

Risk Assessment

Risk Level: low — The filing indicates a low risk level as it primarily concerns routine corporate governance matters: director elections and auditor ratification. The Board of Directors unanimously recommends voting 'FOR' both proposals, suggesting no contentious issues. There are no mentions of significant financial distress, operational disruptions, or regulatory challenges that would elevate the risk.

Analyst Insight

Investors should review the backgrounds of the nominated directors—Eric T. Jones, Ralph Noyes, Douglas J. Glaspey, and James A. Sabala—to ensure alignment with their investment thesis. Given the routine nature of the proposals and the board's unanimous recommendation, a 'FOR' vote on both is likely the path of least resistance, but active shareholders should still cast their vote by January 28, 2026.

Key Numbers

• 93,255,579 — Shares of Common Stock Outstanding (As of the record date, December 09, 2025, each share is entitled to one vote.)
• January 28, 2026 — Annual Meeting Date (Date when shareholders will vote on director elections and auditor ratification.)
• December 09, 2025 — Record Date (Shareholders of record on this date are entitled to vote at the Annual Meeting.)
• 4 — Number of Directors to be Elected (Eric T. Jones, Ralph Noyes, Douglas J. Glaspey, and James A. Sabala are the nominees.)
• 13.4% — Paul Beckman's Beneficial Ownership (Represents 9,825,000 shares of common stock as of December 31, 2024.)
• December 19, 2025 — Approximate Mailing Date (Date for mailing the Notice of Internet Availability of Proxy Materials.)
• 12:00 p.m. Mountain Time — Annual Meeting Time (Scheduled start time for the Annual Meeting on January 28, 2026.)
• 2026 — Fiscal Year for Auditor Ratification (Shareholders will ratify Assure CPA for this fiscal year.)

Key Players & Entities

• Thunder Mountain Gold, Inc. (company) — Registrant and issuer of common stock
• Eric T. Jones (person) — Nominee for Director, President and Principal Executive Officer
• Ralph Noyes (person) — Nominee for Director
• Douglas J. Glaspey (person) — Nominee for Director
• James A. Sabala (person) — Nominee for Director
• Assure CPA (company) — Independent registered public accounting firm for 2026
• Paul Beckman (person) — Beneficial owner of 13.4% of common stock
• Securities and Exchange Commission (regulator) — Regulates proxy filings and allows online proxy materials
• $93,255,579 (dollar_amount) — Shares of common stock outstanding as of December 09, 2025
• $9,825,000 (dollar_amount) — Shares beneficially owned by Paul Beckman as of December 31, 2024

FAQ

Industry Context

Thunder Mountain Gold, Inc. operates within the junior mining sector, which is characterized by high exploration risk and dependence on capital markets for funding. Companies in this space typically focus on identifying and developing mineral resources, often with the goal of being acquired or partnering with larger entities. The industry is sensitive to commodity prices, regulatory changes, and investor sentiment towards exploration and development projects.

Regulatory Implications

As a publicly traded company, Thunder Mountain Gold, Inc. is subject to the regulations of the Securities and Exchange Commission (SEC), including requirements for timely and accurate financial reporting and disclosure. The company's reliance on SEC rules for proxy material distribution (internet availability) highlights a focus on cost efficiency within regulatory frameworks. Compliance with mining and environmental regulations in the jurisdictions where it operates is also a critical factor.

What Investors Should Do

1. Vote on Director Nominees
2. Ratify Independent Auditor
3. Review Proxy Materials
4. Submit Proxy in Advance

Key Dates

• 2026-01-28: Annual Meeting of Shareholders — Shareholders will vote on director elections and ratification of the independent auditor.
• 2025-12-09: Record Date — Establishes the shareholders eligible to vote at the Annual Meeting.
• 2025-12-19: Mailing of Notice of Internet Availability of Proxy Materials — Informs shareholders that proxy materials are available online, a cost-saving measure.
• 2027-01-28: Term of Newly Elected Directors — Directors elected at the 2026 meeting will serve until this date.

Glossary

DEF 14A

A Definitive Proxy Statement filed with the SEC, providing detailed information to shareholders about matters to be voted on at an annual or special meeting. (This document is the primary source of information for shareholders regarding the upcoming annual meeting and the company's proposals.)

Proxy Statement

A document that the SEC requires companies to provide to shareholders before a shareholder meeting, containing information about the meeting's agenda, voting procedures, and the company's management. (It details the proposals, director nominees, and auditor ratification, enabling informed shareholder voting.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholders' meeting. (Shareholders of record on December 09, 2025, are entitled to vote at the January 28, 2026, Annual Meeting.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to conduct an independent audit of its financial statements. (Shareholders are asked to ratify the appointment of Assure CPA for fiscal year 2026.)

Street Name

Refers to shares held in an account at a brokerage firm, bank, or other nominee on behalf of the beneficial owner, rather than directly registered in the owner's name. (Many shareholders hold shares in street name and must follow instructions from their nominee to vote.)

Notice of Internet Availability of Proxy Materials

A notice sent to shareholders informing them that proxy materials are available online, often used to reduce printing and mailing costs. (THMG is using this method, mailing the notice around December 19, 2025.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2026 Annual Meeting, primarily focused on director elections and auditor ratification. Specific comparative financial data from a previous filing (e.g., 2025 DEF 14A) is not directly presented within this document. However, the record date for outstanding shares (December 09, 2025) and the mailing date of proxy materials (December 19, 2025) provide context for the current shareholder base and communication strategy, which may differ from prior years in terms of timing or method.

Filing Documents

• formdef14a.htm (DEF 14A) — 176KB
• formdef14ax001.jpg (GRAPHIC) — 2KB
• formdef14ax002.jpg (GRAPHIC) — 2KB
• formdef14ax003.jpg (GRAPHIC) — 2KB
• formdef14ax004.jpg (GRAPHIC) — 3KB
• formdef14axu001.jpg (GRAPHIC) — 179KB
• formdef14axu002.jpg (GRAPHIC) — 156KB
• 0001062993-25-017469.txt ( ) — 651KB

From the Filing

DEF 14A 1 formdef14a.htm FORM DEF 14A Thunder Mountain Gold, Inc.: Form DEF 14A - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities F2027Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 THUNDER MOUNTAIN GOLD, INC. 11770 W. President Drive, Ste. F, Boise, Idaho 83713 (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: 1 THUNDER MOUNTAIN GOLD, INC 11770 W. President Drive, Ste. F, Boise, Idaho 83713 Notice of Annual Meeting of Stockholders Dear Shareholder: Notice is hereby given that the Annual Meeting of Shareholders (the "Annual Meeting") of Thunder Mountain Gold, Inc. (the "Company") will be held on January 28, 2026, at 12:00 p.m. Mountain Time at the Company's offices, located at 11770 W. President Drive, Ste. F, Boise, Idaho 83713, and as a virtual meeting, for the following purposes: 1. To elect the Company's Board of Directors to serve until the Company's 2027 Annual Meeting of Shareholders or until successors are duly elected and qualified; the following nominees for election as Directors are: Eric T. Jones, Ralph Noyes, Douglas J. Glaspey and James A. Sabala; 2. To ratify of the appointment of the Company's independent registered public accounting firm for the fiscal year of 2026; and 3. Shareholders will also transact such other business as may be brought properly before the meeting and all adjournments or postponements thereof. The Board of Directors unanimously recommends that you vote for each of these proposals. These matters and instructions on how to vote are more fully described in the attached proxy statement and the proxy card (the "Proxy Statement") accompanying this notice, which is incorporated herein by reference. The approximate date of mailing the Proxy Statement, the enclosed annual report, and the form of proxy card is December 19, 2025. The Board of Directors has fixed December 09, 2025, as the record date for the Annual Meeting. Only shareholders of the Company of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting. A list of shareholders as of December 09, 2025, will be available for inspection by any shareholder ten (10) days before the Annual Meeting. The Company is once again taking advantage of the Securities and Exchange Commission rules that allow us to provide proxy materials over the Internet. On or about December 19, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials (the "Notice") to stockholders informing stockholders that the Proxy Statement and voting instructions are available online. As more fully described in the Notice, all stockholders may choose to access proxy materials on the Internet or may request paper copies of the proxy materials. We believe that using the Internet reduces costs, provides greater flexibility to our shareholders, and conserves resources. Following the formal meeting and its items of business at the Annual Meeting, I will review major Company developments over the past year and share our plans for the future with you. You will have an opportunity to ask questions and express your views to the management of the Company. Members of the Board of Directors will also be present. YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy by Internet by following the instructions in the "Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meet

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View this DEF 14A filing on SEC EDGAR