THMG 10-K & 10-Q changes, risk factors and insider trading

Our mineral resources are subject to uncertainty and may not convert to reserves. Information concerning our mining properties in this Annual Report on Form 10-K has been prepared in accordance with the requirements of subpart 1300 of Regulation SK, which first became applicable to us for the fiscal year ended December 31, 2023.S-K. These requirements differ significantly from theprior previously applicableSEC disclosure requirementsstandards. Subpart 1300 requires disclosure of SEC Industry Guide 7. Among other differences, subpart 1300 of Regulation S-K requires us to disclose our mineral resources,resources in addition to our mineral reserves,reserves. as of the end of our most recently completed fiscal year both in the aggregate and for each of our individually material mining properties. You are cautioned that mineralMineral resources do not have demonstrated economic value.value Mineral resourcesand are subject to further exploration and development,development. are subject to additional risks, and noNo assurance can be given that theymineral resources will eventuallybe convertconverted tointo futuremineral reserves. Inferred Resources, in particular,resources have a great amount ofmore uncertainty than Measured or Indicated as tothe theirestimation existenceparameters andassume theirmineralized economiccontinuity andover legalgreater feasibility.distances which may or may not accurately reflect the actual mineralization. Investors are cautioned not to assume that any part or all of the Inferred Resource exists or is economically or legally mineable.

Our exploration efforts may be adversely affected by metals price volatility causing us to cease exploration efforts. The success of anyour exploration efforts isdepends derivedsignificantly fromon the price ofprevailing metal pricesprices, thatwhich are affected by numerous factors including: 1) expectations for inflation; 2) investor speculative activities; 3) relative exchange raterates of the U.S. dollar to other currencies; 4) global and regional demand and production; 5) global and regional political and economic conditions; and 6) production costs in major producing regions. These factors are beyond our control and are impossibledifficult for us to predict.

Our mineral exploration efforts may not be successful. Mineral exploration is highly speculative. It involves many risks and often does not produce positive results. Even if we find a valuable mineral deposit, it may take many additional years or more before production is possible because of the need for additional detailed exploration, pre-production studies, permitting, financing, construction and start up. During that time, it may not be economically feasible to produce those minerals. Establishing ore reserves requires us to make substantial capital expenditures and, in the case of new properties, to construct mining and processing facilities. As a result of these costs and uncertainties, we willmay not be able to develop any potentially economic mineral deposits.

Mining operations may be adversely affected by risks and hazards associated with the mining industry. Mining operations involve a number of risks and hazards including: 1) environmental hazards; 2) political and country risks; 3) industrial accidents; 4) labor disputes; 5) unusual or unexpected geologic formations; 6) high wall failures, cave-ins or explosive rock failures, and; 7) flooding and periodic interruptions due to inclement or hazardous weather conditions. Such risks could result in: 1) damage to or destruction of mineral properties or producing facilities; 2) personal injury; 3) environmental damage; 4) delays in exploration efforts; 5) monetary losses, and; 6) legal liability.

We have no insurance against any of these risks. To the extent we are subject to environmental liabilities, we would have to pay for these liabilities. Moreover, in the event that we ever become an operator of a mine,mine and are unable to fully pay for the cost of remedying an environmental problem, should it occur, we might be required to suspend operations or enter into other interim compliance measures.

Plan of OperationOperations:

Operating expenses for the year ended December 31, 2024,2025, amountedtotaled $2,826,781 representing an increase of $2,241,168 or approximately 383%, compared to $585,613,operating reflecting a decreaseexpenses of $29,078, or 5%, from the same period in 2023. Exploration expenses$585,613 for the year ended December 31, 2024,2024. The increase in operating expenses was primarily attributable to elevated exploration activity, increased byprofessional $60,302 compared to the corresponding period in 2023, due in part to S-K 1300 disclosures,fees, and maintenancestock-based ofcompensation accessrecognized roadduring and equipment, and ongoing modeling activities.2025.

The consolidated financial statements accompanying this report have been prepared assuming the Company 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 ofshown in the consolidated financial statements for the year ended December 31, 2024,2025, thewe Company understands it faces liquidity challenges with managinghave cash reserves sufficient to sustaincover normal operationsoperating expenditures for the nextfollowing 12 months.

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, and feel confident continuing as a going concern for the next 12 months.viability.

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.

As ofAt December 31, 2024,2025, we had current assets of $647,224.$2,698,225. 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, salaries and administrative expenses and required principal and interest payments under the seller-financed promissory note issued in December 2025; our longer-term liquidity needs include construction and equipment costs if we are able to successfully progress our project to operations. If it turns out that we do not have enough cash to complete our exploration programs, we willintend maketo every effortseek to raise additional funds from public offerings, sale of liquid stock or loans.loans or to adjust our business plans accordingly.

WeOn doMarch 19, 2026, the Company had a cash and cash equivalent balance of $2,041,803 in our bank accounts, which does not include in this consideration anyfor option payments mentioned below.

The Company holds two leases pertaining to land parcels adjacent to and adjoining theits South Mountain Project.patented and unpatented mining claims. The details of these leases are as follows:

Former Acree Lease:

On June 20, 2008, the Company entered into a lease agreement with Ronald Acree for a six-year term,term covering 113 acres at a lease rate of $20 per acre. The lease agreement includesincluded an optionoptions to extend forat increasing rental rates. Effective June 2025, upon entering the 17th year of the lease term, the lease was extended an additional ten10 yearsyears. atOn aDecember revised9, rate of $30 per acre. Beginning on2025, the 17thCompany anniversarycompleted the acquisition of the lease,113-acre property previously subject to the rateAcree increasesLease pursuant to $50a perpurchase acre,and payablesale inagreement (see Note 4 & Note 6). As a result of the form of an advanced royalty, through the 30th anniversary. Thereafter,acquisition, the lease rateagreement willwas terminated, and no further increaselease topayments $75are per acre.required.

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. SimilarThe tolease the Acree Lease, the Lowry Lease incorporatesincorporated 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 expires onCommencing October 24, 2025.2025, 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 increases to $60 per acre for the final seven-year period.

OGT, LLC:

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,million less net returns royalties paid through the date of exercise. The Lease Option expires in November 2026. Under the Lease Option, SMMI payspaid an advance ofannual $5,000 net returns royalty payments to OGT annually onthrough November 42025. whichThe isfinal distributed$5,000 topayment OGT'swas minoritymade member.in November 2025, and no further payments are due under this arrangement.

Mineral resources are subject to further exploration and development, are subject to additional risks, and no assurance can be given that they will eventually convert to future reserves. Inferred Resources have a great amount of uncertainty as to their existence and their economic and legal feasibility. Mineral interests are periodically assessed for impairment of value and any subsequent losses are charged to operations at the time of impairment. Thunder Mountain Gold evaluated these impairment considerations and determined that no such impairments occurred as of MarchJune 31,30, 2026.

We have incurred losses since inception and expect to continue to incur losses in the future. We had an accumulated deficit of approximately $11,220,236$12,232,546 as of MarchJune 31,30, 2026. We expect to continue to incur losses unless and until such time as one of our properties enters into commercial production and generates sufficient revenues to fund continuing operations. We recognize that if we are unable to generate significant revenues from mining operations and dispositions of our properties, we will not be able to earn profits or continue operations. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses, and difficulties frequently encountered by companies at the start-up stage of their business development. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition.

For the three months ended MarchJune 31,30, 2026, the Company incurredreported a net loss of $590,758,$1,012,310, compared to a net loss of $540,300$899,115 for the comparable period in 2025. The increase in net loss of $113,195, or 13%, was primarily attributable to higher exploration expendituresand legal and increasedaccounting professionalexpenses fees,associated with advancing the Company's mineral properties and ongoing corporate activities, partially offset by lower management and administrative expenses, including reduced stock-based compensation expense during the current period.expense.

Operating expenses for the three months ended MarchJune 31,30, 20262026, totaled $594,595,$1,014,772, an increase of $53,249,$115,409, or 10%,13%, compared to $541,346$899,363 for the priorsame yearperiod period.in This2025. The increase was primarily attributable to expandedincreased exploration activitiesexpenditures and higher legal and accounting expenses,costs, partially offset by lower management and administrative expenses, including reduced stock-based compensation expense during the current period.expense.

Exploration expenditures totaled $167,128$741,034 for the three months ended MarchJune 31,30, 2026, compared to $67,073$278,889 for the same period in 2025, representing an increase of $100,055,$462,145, or 149%.166%. The increase wasprimarily driven byreflects expanded exploration effortsactivities relatedand to thecontinued advancement of the Company's mineralSouth interests.Mountain Project.

Legal and accounting expenses totaled $95,186$116,177 for the three months ended MarchJune 31,30, 2026, compared to $45,810$29,442 for the same period in 2025, representing an increase of $49,376,$86,735, or 108%.295%. The increase primarily reflects higher professional service fees associated with financial reporting, regulatorySEC compliance, audit and accounting support, and other ongoing corporate activities.

Management and administrative expenses totaled $332,281$157,561 for the three months ended MarchJune 31,30, 2026, compared to $428,463$591,032 for the same period in 2025, representing a decrease of $96,182,$433,471, or 22%.73%. The decrease was primarily attributable to lower stock-based compensation expense recognized during the current period.

As of MarchJune 31,30, 2026, the Company had cash and cash equivalents of $1,813,057$1,105,279, compared to cash and cash equivalents ofwith $2,592,167 as of December 31, 2025. As of MayAugust 05,7, 2026, the Company had cash and cash equivalents of $1,677,457.$3,390,680. This amount includes approximately $2.8 million of subscription proceeds received in connection with an additional tranche of the private placement described in Note 9, which had not closed as of the date of this report, as well as $50,000 collected in July 2026 on the subscription receivable related to the Company's October 2025 private placement. Management believes the Company's existing cash resources are sufficient to fund its planned operations for at least the next twelve months.

During the threesix months ended MarchJune 31,30, 2026, the Company used net cash in operating activities of $607,786,$1,236,639, compared to net cash used in operating activities of $247,613$690,493 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 andexpenditures, increased professional fees.fees, and changes in working capital, including higher prepaid expenses and other assets, partially offset by an increase in accounts payable and other accrued liabilities.

During the threesix months ended MarchJune 31,30, 2026, net cash used in investing activities was $211,324,$290,249, compared to no investing activity during the same period in 2025. Investing activityactivities induring the current period consisted primarily of expenditures related to the acquisition of mineral properties.properties and claim staking, as well as a collateral bond deposit associated with the Idaho State mineral lease.

During the threesix months ended MarchJune 31,30, 2026, net cash provided by financing activities was $40,000, compared to $130,000$1,270,000 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.

The Company experienced a net decrease in cash and cash equivalents of $779,110$1,486,888 for the threesix months ended MarchJune 31,30, 2026, compared to a net decreaseincrease of $117,613$579,507 for the same period in 2025.

In March 2026, the Company was awarded mineral lease rights on approximately 3,5003,675 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. The lease was executed on April 28, 2026, has an initial 20-year term, and requires annual lease payments and minimum royalty obligations to maintain the lease in good standing.

(2) Represents annual lease rent and minimum royalty payments associated with the Idaho State mineralMineral leaseLease awarded in March 2026. The lease is subject to final approval by the Idaho State Land Board2026 and had not been formally executed ason ofApril March 31,28, 2026. Future payments beyond the current period are dependent upon final lease execution and annual renewal.

As of MarchJune 31,30, 2026, we have no off-balance sheet arrangements.