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

The following Management's Discussion and Analysis of Financial Condition and Results of Operation ("MD&A") is intended to help the reader understand our financial condition. MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying integral notes ("Notes") thereto. The following statements may be forward-looking in nature and actual results may differ materially.

Plan of Operations:

The Company, including its subsidiaries, owns mining rights, mining claims, and properties in the mining areas of Nevada and Idaho, which includes its South Mountain Property in Idaho, and its Trout Creek Property in Nevada.

The Company owns 100% of the outstanding stock of Thunder Mountain Resources, Inc., a Nevada Corporation. Thunder Mountain Resources, Inc. owns 100% of the outstanding stock of South Mountain Mines, Inc. (SMMI), an Idaho Corporation. Thunder Mountain Resources, Inc. completed the direct purchase of 100% ownership of South Mountain Mines, Inc. on September 27, 2007, which consisted of 17 patented mining claims (approximately 327 acres) located in Owyhee County in southwestern Idaho. After the purchase, Thunder Mountain Resources staked 34 unpatented mining lode claims covering approximately 550 acres, and approximately 489 acres of leased private land. In addition, the project owns 360 acres of private land for its mill site that is not contiguous with the mining claims.

The Company's plan of operation for the next twelve months, subject to business conditions, will be to continue to advance the South Mountain Project, including continued baseline environmental and engineering work necessary to complete a Preliminary Economic Analysis or Initial Analysis. The Company plans to continue to explore options to advance the South Mountain Project and acquire additional properties through partnerships, joint ventures, option agreements, and strategic relationships.

Results of Operations:

For the year ended December 31, 2025, the Company reported a net loss of $2,829,759 ($0.03 per share), compared to a net loss of $631,111 ($0.01 per share) in 2024. The increase in net loss for the year ended December 31, 2025, was primarily attributable to higher operating expenses, including increased exploration activity, professional fees, and stock-based compensation associated with financing and corporate development efforts during the year.

As an exploration-stage company, Thunder Mountain Gold, Inc. does not generate revenue from operations. The Company is focused on mineral exploration and development activities and does not have producing mines or commercial production at this time. Accordingly, certain disclosure requirements related to changes in sales, revenue, and cost of goods sold do not apply.

Fourth Quarter comparisons

Operating expenses for the fourth quarter ended December 31, 2025, totaled $903,862 representing an increase of $710,941, or approximately 369%, compared to $192,921 for the same period in 2024. The increase in fourth-quarter operating expenses was primarily driven by higher exploration and management and administrative costs incurred during the period.

Exploration expenses for the fourth quarter ended December 31, 2025, were $274,888, an increase of $209,408 compared to $65,480 for the corresponding period in 2024. The rise was driven by strategic exploration initiatives undertaken to advance the Company's mineral interests.

Legal and accounting expenses for the fourth quarter ended December 31, 2025, totaled $103,484, compared to $41,027 for the same period in 2024, representing an increase of $62,457. The increase primarily reflects professional service fees incurred in connection with outsourced financial consulting services, as well as legal fees related to water rights and claim fees being negotiated on behalf of SMMI.

Management and administrative expenses for the three months ended December 31, 2025, increased to $525,490, compared to $86,414 for the same period in 2024, an increase of $439,076. This increase was largely due to non-cash stock-based compensation expenses related to option grants issued to a consultant for services previously rendered and accrued Board compensation.

Year-end comparisons December 31, 2025 vs 2024

Operating expenses for the year ended December 31, 2025, totaled $2,826,781 representing an increase of $2,241,168 or approximately 383%, compared to operating expenses of $585,613 for the year ended December 31, 2024. The increase in operating expenses was primarily attributable to elevated exploration activity, increased professional fees, and stock-based compensation recognized during 2025.

Exploration expenses for the year ended December 31, 2025 were $911,511, an increase of $763,507 compared to $148,004 for the corresponding period in 2024. The rise was driven by strategic exploration initiatives undertaken to advance the Company's mineral interests.

Legal and accounting expenses increased to $262,203 for the year ended December 31, 2025, compared to $112,623 in 2024, representing an increase of $149,580, or approximately 133%. The increase was primarily driven by costs associated with regulatory filings, and professional services required to support the Company's public reporting and corporate activities.

Management and administrative expenses increased to $1,653,067 for the year ended December 31, 2025, compared to $324,986 in 2024, an increase of $1,328,081, or approximately 409%. This increase was largely due to non-cash stock-based compensation expenses related to option grants issued to consultants, executive officers and members of the Board of Directors.

Liquidity and Capital Resources:

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 shown in the consolidated financial statements for the year ended December 31, 2025, we have cash reserves sufficient to cover normal operating expenditures for the following 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.

On December 16, 2024, the Company closed the private placement, issuing 12,400,000 shares of common stock and an equal number of common stock purchase warrants, generating gross proceeds of approximately $620,000, including $20,000 in non-cash consideration for vendor services.

On April 15, 2025, the Company Board approved a private placement financing of 10,000,000 units at a price of $0.12 per unit for total proceeds to the company of $1,200,000. Each unit includes one share of common stock and one-half warrant to purchase one share of common stock, exercisable for 2 years from the close of the offering at an exercise price of $0.18 per share. On May 25, 2025, the Company closed the private placement of 10,000,000 units for aggregate proceeds of $1,200,000. No placement agent fees were paid during the offering.

On October 1, 2025, the Company Board approved a private placement financing of 10,000,000 units at a price of $0.25 per unit for total proceeds to the Company of $2,500,000. Each unit includes one share of common stock and one-half warrant to purchase one share of common stock, exercisable for 2 years from the close of the offering at an exercise price of $0.40. On October 24, 2025, the Company completed a non-brokered private placement financing pursuant to the Board's approval on October 1, 2025.

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.

At December 31, 2025, we had current assets of $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 we do not have enough cash to complete our exploration programs, we intend to seek to raise additional funds from public offerings, sale of liquid stock or loans or to adjust our business plans accordingly.

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

Management's goal is to manage expenses to not exceed the on-hand cash resources of the Company.

The Company will also consider other sources of funding, including potential mergers or lease option to purchase, the sale of all or part of the Company`s assets, and/or additional farm-out of its other exploration property.

For the year ended December 31, 2025, the Company discloses net cash used by operating activities of $1,609,019, compared to net cash used by operating activities of $539,287 in 2024. The increase in cash used by operating activities during 2025 was primarily attributable to higher operating expenditures associated with expanded exploration activity, and professional fees. During the year ended December 31, 2025, net cash used in investing activities was $55,136, which primarily reflects cash expenditures associated with the acquisition of private land completed on December 9, 2025. The total purchase price of the land was approximately $260,136; however, approximately $205,000 of the purchase price was financed through the issuance of a seller-financed promissory note. Accordingly, the majority of the land acquisition was a non-cash investing and financing transaction. This compares to net cash provided by investing activities of $384,981 in 2024, which was generated from the sale of BeMetals common stock. For the year ended December 31, 2025, the Company reported net cash provided by financing activities of $3,775,000, primarily reflecting proceeds from private placement financings resulting in the issuance of common stock and warrants totaling $3,650,000, as well as $130,000 received from the collection of a common stock subscription receivable. These cash inflows were partially offset by $5,000 in distributions made to a noncontrolling interest holder (see Note 3).

The Company realized a net cash increase of $2,110,845 for the year ended December 31, 2025, compared to a net cash increase of $310,694 for the corresponding period in 2024.

Contractual Obligations

Ascent CFO Solutions, LLC:

On April 10, 2025, the Company entered into a services agreement with Ascent CFO Solutions, LLC to provide outsourced financial consulting services.

The Company holds leases pertaining to land parcels adjacent to its South Mountain 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 covering 113 acres at a lease rate of $20 per acre. The lease agreement included options to extend at increasing rental rates. Effective June 2025, upon entering the 17th year of the lease term, the lease was extended an additional 10 years. On December 9, 2025, the Company completed the acquisition of the 113-acre property previously subject to the Acree Lease pursuant to a purchase and sale agreement (see Note 4 & Note 6). As a result of the acquisition, the lease agreement was terminated, and no further lease payments are required.

Lowry Lease:

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. The lease incorporated 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. Commencing October 24, 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.

Looten Lease:

On June 2, 2025, the Company executed a lease agreement with Kevin and Jo Looten for an initial term of 7 years, encompassing 18 acres at a rate of $30 per acre. The lease incorporates an option to extend for an additional 10 years at a revised rate of $40 per acre.

Lequerica & Sons Lease:

On August 22, 2025, the Company executed a lease agreement with Lequerica & Sons, Inc. for an initial term of 7 years, encompassing 432 acres at a rate of $30 per acre. The lease incorporates an option to extend for an additional 7 years at a revised rate of $40 per acre. The lease agreement also contains a right of first refusal in favor of the Company with respect to the underlying property, exercisable upon a proposed sale by the lessor.

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 less net returns royalties paid through the date of exercise. The Lease Option expires in November 2026. Under the Lease Option, SMMI paid annual $5,000 net returns royalty payments to OGT through November 2025. The final $5,000 payment was made in November 2025, and no further payments are due under this arrangement.

The leases and net royalties' payment are summarized in the following table.

Contractual obligations Payments due by period

Total* Less than1 year 2-3 years 4-5years More than 5years

(1) The amounts presented above reflect the current annual rental rates in effect as of December 31, 2025, and do not reflect scheduled future rental rate increases under the respective lease agreements.

Critical Accounting Estimates

We have identified our critical accounting policies, the application of which may materially affect the financial statements, either because of the significance of the financials statement item to which they relate, or because they require management's judgment in making estimates and assumptions in measuring, at a specific point in time, events which will be settled in the future. The critical accounting policies, judgments and estimates which management believes have the most significant effect on the financial statements are set forth below:

a) Estimates. Our management routinely makes judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increase, these judgments become even more subjective and complex. Although we believe that our estimates and assumptions are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results of operation and/or financial condition.

b) Stock-based Compensation. The Company records stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation" using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

c) Income Taxes. We have current income tax assets recorded in our financial statements that are based on our estimates relating to federal and state income tax benefits. Our judgments regarding federal and state income tax rates, items that may or may not be deductible for income tax purposes and income tax regulations themselves are critical to the Company's financial statement income tax items.

d) Valuation. The critical accounting policies governing the valuation process outline the methodologies, assumptions, and criteria used to determine the fair value of land and mining rights. These policies ensure consistency, accuracy, and compliance with accounting standards such as ASC 360 for land and ASC 930 for mining rights.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 8 - CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

Page

Report of Independent Registered Public Accounting Firm 35

Notes to Consolidated Financial Statements 40-49

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of Thunder Mountain Gold, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Thunder Mountain Gold, Inc. (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in stockholders' equity and cash flows for each of the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

We have served as the Company's independent auditor since 2005.

/s/Assure CPA, LLC

Firm ID: 444

Spokane, Washington

March 31, 2026

Tunder Mountain Gold, Inc.

Consolidated Balance Sheets

December 31,

ASSETS

Current assets:

Right to use asset (Note 10) - 1,725

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable and other accrued liabilities $ 177,371 $ 65,604

Operating lease liability - (Note 10) - 1,771

Note payable - current (Note 6) 37,100 -

Note payable - long term (Note 6) 167,900 -

Commitments and Contingencies (Notes 2 and 3)

Stockholders' equity:

Total Thunder Mountain Gold, Inc stockholders' equity 1,416,170 (578,116 )

Noncontrolling interest in Owyhee Gold Trust (Note 3) 169,639 169,639

The accompanying notes are an integral part of these consolidated financial statements.

Thunder Mountain Gold, Inc.

Consolidated Statements of Operations

Years Ended December 31,

Operating expenses:

Other income (expense):

Realized loss on sale of investment - (42,855 )

Reclamation expense (5,130 )

Net income - noncontrolling interest in Owyhee Gold Trust 5,000 5,000

Net loss - Thunder Mountain Gold, Inc. $ (2,829,759 ) $ (631,111 )

Net loss per common share-basic and diluted $ (0.03 ) $ (0.01 )

The accompanying notes are an integral part of these consolidated financial statements.

Thunder Mountain Gold, Inc.

Consolidated Statements of Cash Flows

Years Ended December 31,

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used by operating activities:

Stock based compensation 1,124,045 -

Noncash lease expense (46 ) (469

Realized loss on sale of investment - 42,855

Accrued reclamation costs 5,130

Change in:

Prepaid expenses and other assets (20,156 ) (2,116 )

Accounts payable and other accrued liabilities 106,767 46,554

Cash flows from investing activities:

Proceeds from sale of investment - 384,981

Net cash provided by (used in) investing activities (55,136 ) 384,981

Cash flows from financing activities:

Proceeds received on subscription receivable 130,000 -

Noncontrolling interest net returns royalty (5,000 ) (5,000

Noncash financing and investing activities:

Common stock subscription receivable (Note 7) $ 50,000 $ 130,000

The accompanying notes are an integral part of these consolidated financial statements.

Thunder Mountain Gold, Inc.

Consolidated Statements of Changes in Stockholders' Equity

For the years ended December 31, 2025 and 2024

Shares Amount

Noncontrolling interest net returns royalty - - - - - (5,000 ) (5,000 )

The accompanying notes are an integral part of these consolidated financial statements.

1.Summary of Significant Accounting Policies and Business Operations

Business Operations

Thunder Mountain Gold, Inc. ("Thunder Mountain", "THMG", or "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, the Montgomery Mines Corporation was obtained by a group of the Thunder Mountain property holders and changed its name to Thunder Mountain Gold, Inc., with the primary goal to further develop their holdings in the Thunder Mountain Mining District, located in Valley County, Idaho. Thunder Mountain Gold, Inc. takes its name from the Thunder Mountain Mining District, where its principal lode mining claims were located. For several years, the Company's activities were restricted to maintaining its property position and exploration activities. During 2005, the Company sold its holdings in the Thunder Mountain Mining District. During 2007, the Company acquired the South Mountain Mines property in southwest Idaho and initiated exploration activities on that property, which continue today.

Basis of Presentation and Going Concern

The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company has historically incurred losses, however, the Company has cash reserves sufficient to cover normal operating expenses for the following 12 months. If necessary, the Company continues to have the ability to raise additional capital in order to fund its future exploration and working capital requirements.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company; its wholly owned subsidiaries, Thunder Mountain Resources, Inc. ("TMRI") and South Mountain Mines, Inc. ("SMMI"); and a company in which the Company owns 75% and has majority control, Owyhee Gold Trust, LLC ("OGT"). The Company's consolidated financial statements reflect the other investor's 25% noncontrolling, capped interest in OGT. Intercompany accounts are eliminated in consolidation.

Accounting Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions include the carrying value of properties and mineral interests, environmental remediation liabilities, deferred tax assets, and stock-based compensation. Management's estimates and assumptions are based on historical experience and other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates.

Income Taxes

The Company recognizes deferred income tax liabilities or assets at the end of each period using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized.

Cash and Cash Equivalents

For the purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less when purchased to be a cash equivalent.

Fair Value Measurements

When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. The Company has no financial liabilities that are adjusted to fair value on a recurring basis.

Financial Instruments

The Company's financial instruments include cash and cash equivalents.

Property and Equipment

Property and equipment are carried at cost. Major betterments are capitalized and de minimis purchases are expensed. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful life of property and equipment for purposes of computing depreciation is three to seven years. When the Company sells or otherwise disposes of property and equipment, a gain or loss is recorded in the statement of operations. The cost of improvements that extend the life of property and equipment is capitalized. The Company periodically reviews its long-lived assets for impairment and, upon the indication that the carrying value of such assets may not be recoverable, recognizes an impairment loss by a charge against current operations.

Mineral Interests

The Company capitalizes costs for acquiring mineral interests, and expenses costs to maintain mineral rights and leases as incurred. Exploration costs are expensed in the period in which they are incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method based on periodic estimates of ore reserves. Mineral interests are periodically assessed for impairment of value and any subsequent losses are charged to operations at the time of impairment.

If a mineral interest is abandoned or sold, its capitalized costs are charged to operations. Consideration received by the Company pursuant to joint ventures or purchase option agreements is applied against the carrying value of the related mineral interest. When and if payments received exceed the carrying value, the excess amount is recognized as a gain in the consolidated statement of operations in the period the consideration is received.

Leases

Arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company's incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred.

Investments in Joint Ventures

For companies and joint ventures (JVs) where the Company holds more than 50% of the voting interests, but less than 100%, and has significant influence, the company or joint venture is consolidated, and other investor interests are presented as noncontrolling. In determining whether significant influence exists, the Company considers its participation in policy-making decisions and its representation on the venture's management committee.

For JVs in which the Company does not have joint control or significant influence, the cost method is used. For those JVs in which there is joint control between the parties, the equity method is utilized whereby the Company's share of the ventures' earnings and losses is included in the statement of operations as earnings in JVs and its investments therein are adjusted by a similar amount. The Company periodically assesses its investments in JVs for impairment. If management determines that a decline in fair value is other than temporary it will write-down the investment and charge the impairment against operations.

Reclamation and Remediation

The Company's operations have been, and are subject to, standards for mine reclamation that have been established by various governmental agencies. The Company would record the fair value of an asset retirement obligation as a liability in the period in which the Company incurred a legal obligation for the retirement of tangible long-lived assets. A corresponding asset would also be recorded and depreciated over the life of the asset.

For non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred, and they are reasonably estimable. Such costs are based on management's estimate of amounts expected to be incurred when the remediation work is performed. The Company had accrued $86,380 at December 31, 2025 and, $81,250 at December 31, 2024, on its consolidated balance sheets relating to estimated mine closure and reclamation costs on its South Mountain Mines property.

Share-Based Compensation

Share-based payments to employees and directors, including grants of employee stock options, are measured at fair value and expensed in the consolidated statements of operations over the vesting period. The Company has elected to account for forfeitures of share-based payment awards as they occur. Accordingly, any previously recognized compensation expense related to non-employee share-based payment awards that are subsequently forfeited will be reversed in the period in which the forfeiture occurs.

Segment Policy

The Chief Executive Officer of Thunder Mountain Gold Inc. serves as the Company's Chief Operating Decision Maker ("CODM"). The Company operates as a single business segment, focused primarily on the exploration and development of the South Mountain Project.

As a single-segment entity, the Company complies with ASC 280-10-50-20, reporting segment profit or loss, significant expenses, and other segment items. Given our status as a mineral exploration company with no revenue, financial activities were minimal, primarily consisting of essential corporate expenditure and limited exploration.

Investments in Equity Securities

Investments in equity securities are generally measured at fair value. Unrealized gains and losses for equity securities resulting from changes in fair value are recognized in current earnings. If an equity security does not have a readily determinable fair value, we may elect to measure the security at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer. At the end of each reporting period, we reassess whether an equity investment security without a readily determinable fair value qualifies to be measured at cost, less impairment, consider whether impairment indicators exist to evaluate if an equity investment security is impaired and, if so, record an impairment loss. At the end of each reporting period, unrealized gains and losses resulting from changes in fair value are recognized in current earnings. Upon sale of an equity security, the realized gain or loss is recognized in current earnings.

Recent Accounting Pronouncements

Accounting Standards Updates

In November 2024, the Financial Accounting Standards Board ("FASB") issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The standard requires public business entities to disclose additional information about certain expense categories included in income statement captions, including purchases of inventory, employee compensation, depreciation, depletion, and amortization. The amendments also require qualitative disclosures regarding other significant expense components included within the same income statement captions. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The company is currently evaluating the impact of the standard on its consolidated financial statement disclosures.

Adopted accounting pronouncements

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires companies to report on an annual basis, specific categories in the rate reconciliation and additional information on reconciling items greater than 5% of the taxable income or loss. The update also requires disclosure of income taxes paid to Federal, state and foreign jurisdictions along with other municipal and local jurisdictions representing 5% or more of total income taxes paid. This update is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted this guidance effective January 1, 2025. The adoption did not have a material impact on the Company's consolidated financial statements; however, it resulted in expanded income tax disclosures (see Note 9).

Net Income (Loss) Per Share

The Company is required to have dual presentation of basic earnings per share ("EPS") and diluted EPS. The Company calculates basic earnings (loss) per share by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share reflect potentially dilutive common stock equivalents, including options and warrants that could share in our earnings through the conversion to common shares, except where their inclusion would be anti-dilutive. For the years ended December 31, 2025 and 2024 outstanding common stock options and warrants of 28,395,000 and 15,850,000, respectively were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive due to the net loss for the period.

2. Mineral Interest Commitments

The Company holds leases pertaining to land parcels adjacent to its South Mountain 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 covering 113 acres. On December 9, 2025, the Company completed the acquisition of the property previously subject to the Acree Lease pursuant to a purchase and sale agreement (see Note 4 and Note 6). As a result of the acquisition, the lease agreement was terminated and no further lease payments are required.

Lowry Lease:

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. Following the passing of the original lessors, the lease was inherited by Michael Lowry, their son. On October 24, 2025, the Company entered into an extension of the lease agreement with Michael for an additional 21-year term through October 24, 2046. Under the amended agreement, annual lease payments are $40 per acre for the first seven -year period, $50 per acre for the second seven-year period, and $60 per acre for the final seven-year period.

Looten Lease:

On June 2, 2025, the Company executed a lease agreement with Kevin and Jo Looten for an initial term of 7 years, encompassing 18 acres at a rate of $30 per acre. Similar to the Acree Lease, the Looten Lease incorporates an option to extend for an additional 10 years at a revised rate of $40 per acre.

Lequerica Lease:

On August 22, 2025, the Company executed a lease agreement with Lequerica & Sons, Inc. covering 432 acres for an initial term of seven years at an annual rental rate of $30 per acre. The lease includes an option to extend for an additional seven years at a revised rate of $40 per acre. The agreement contains a right of first refusal in favor of the Company with respect to the underlying property in the event of a proposed sale by the lessor.

The leases have no work requirements. It is the current intention of the Company to engage in negotiations for new leases with the current landowners upon the expiration of the existing lease agreements. The negotiations may involve modifications to terms, rates, or other conditions as mutually agreed upon by the parties involved.

The Company has 26 unpatented claims (533 acres) in the Trout Creek area and 34 unpatented claims in the South Mountain area.

The Company incurred an increase in claims fees in the South Mountain area as compared to the prior quarter as a result of adding approximately over 200 BLM lode claims to their land position.

The claim fees are paid on these unpatented claims annually as follows:

Trout Creek -State of Nevada $ 5,200

Trout Creek -Lander County, Nevada 324

3. South Mountain Project

SMMI Joint Venture - OGT, LLC

The Company's wholly owned subsidiary 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 less net returns royalties paid through the date of exercise. The Lease Option expires in November 2026. If SMMI exercises the option, the option payment of $5 million less advance royalties will be distributed 100% by OGT to OGT's minority member, ISGCII. Under the Lease Option, SMMI pays an advance of $5,000 net returns royalty to OGT annually on November 4 which was distributed to OGT's minority member during 2025 and 2024.

Under the OGT operating agreement, SMMI and ISGC II have 75% and 25% ownership, respectively, in OGT. SMMI is the sole manager and pays all expenses for exploration and development of the property. The Company has established 75% ownership and full management of the property. OGT's financial information is included 100% in the Company's consolidated financial statements as of December 31, 2025 and 2024. The Company's consolidated financial statements reflect ISGC II's 25% noncontrolling interest.

Years EndedDecember 31,

Noncontrolling interest in net returns royalty (5,000 ) (5,000 )

Net income attributable to noncontrolling interest 5,000 5,000

MFD Investment Holdings

On January 27, 2025, the Company announced a strategic partnership with Swiss-based MFD Investment Holdings SA ("MFD"). The letter agreement signed outlines that MFD will provide additional funding, contributing $1,000,000 in project-related expenditures as well as providing technical support for project development. This partnership adds additional financial strength in advancing South Mountain's technical and economic studies. The letter agreement is in the form of an option, whereby THMG grants an option to MFD to earn an interest in its South Mountain Project pursuant to which MFD shall have the right, but not the obligation, to complete certain requirements in return for the acquisition of a 10% interest in the Project. As of December 31, 2025, the Company has received $203,498 from MFD for project-related reimbursements, recorded as a reduction to exploration expenses.

4. Property and Equipment

On December 9, 2025, the Company completed the acquisition of private land for a total cost of approximately $260,136, inclusive of the purchase price and directly attributable acquisition costs. The land was acquired to support the Company's mineral exploration activities and long-term development strategy. The Board of Directors approved the land purchase by formal resolution on December 4, 2025. The transaction was completed pursuant to an executed purchase and sale agreement, with a portion of the purchase price financed through a seller-financed promissory note. The land is intended for long-term use in exploration activities and is not held for sale. The acquisition supports the Company's strategic exploration objectives and enhances operational flexibility related to future exploration and development plans.

The Company's property and equipment are as follows:

December 31,

- -

5. Related Party Transactions

Board of Directors Compensation

For the year ended December 31, 2024, the Board of Directors suspended its compensation in an effort to conserve financial resources. For the year ending December 31, 2025, the Board of Directors received $10,500 in cash compensation, and an additional $21,000 was accrued for 4th quarter services. In 2026, $21,000 will be paid in the first quarter.

Deferred Compensation

As of December 31, 2025, and December 31, 2024, the balances of the total deferred compensation for the officers, are as follows, Eric Jones, President and Chief Executive Officer: $469,500; Jim Collord, Vice President and Director: $420,000; Larry Thackery, former Chief Financial Officer: $215,125. The total deferred compensation for these officers at December 31, 2025 and December 31, 2024 was $1,104,625.

Private Placement Transactions with Related Parties

During the year ended December 31, 2025, certain greater-than-five percent shareholders participated in the Company's private placement offerings. Olivier Tielens, Henriicus Thijssen, and MFD Investment Holdings SA each purchased units consisting of shares of common stock and warrants under the same terms and conditions offered to other investors in the respective private placements. The Company received cash proceeds consistent with the subscription agreements executed by such related parties.

Consultant Stock Option Grant

On October 1, 2025, the Company granted 1,000,000 stock options to Olivier Tielens, a greater-than-five percent shareholder, in his capacity as a non-employee consultant.(see Note 8).

6. Note Payable

In connection with the acquisition of land to support the Company's mineral exploration activities (see note 4 - Property and Equipment), the Company entered into a seller-financed promissory note during the year ended December 31, 2025. On December 9, 2025, the Company issued a promissory note with an initial principal balance of $205,000 to finance a portion of the purchase price of the Acree land acquisition. The note is secured by the underlying land acquired pursuant to a deed of trust. The note bears simple interest at a fixed rate of 5% per annum and requires five annual payments of $47,350, with payments due on December 5 of each year from 2026 through 2030. The final payment fully satisfies the obligation. As of December 31, 2025, the outstanding principal balance of the note payable was $205,000, of which $37,100 was classified as the current portion of note payable, and $167,900 was classified as long-term debt in the accompanying consolidated balance sheet. The stated interest rate on the promissory note was evaluated and determined to be reasonable based on market conditions at the time of issuance; therefore, no imputed interest was required. Interest expense is recognized over the term of the note based on the outstanding principal balance.

Future principal maturities of the note payable as of December 31, 2025 are as follows:

Year Principal Payments

7. Stockholders' Equity

The Company's common stock has a par value of $0.001 with 200,000,000 shares authorized. The Company also has 5,000,000 authorized shares of preferred stock with a par value of $0.0001. The Company also has 22,400,000 warrants outstanding as of December 31, 2025, with a weighted average exercise price of $0.18 and a weighted average life of 1.73 years.

Additional information regarding warrant activity is presented below.

Warrants WeightedAverageExercisePrice

Exercised - -

Expired - -

On November 28, 2024, the Board of Directors authorized a private placement financing of up to $700,000, offering equity units at $0.05 per unit. Each unit consisted of one share of common stock and one common stock purchase warrant, with each warrant exercisable for one additional share at $0.10 per share for 36 months from issuance. On December 16, 2024, the Company closed the private placement, issuing 12,400,000 shares of common stock and an equal number of common stock purchase warrants, generating gross proceeds of approximately $620,000, including $20,000 in non-cash consideration for vendor services.

On October 22, 2025, in connection with the private placement approved by the Board on October 1, 2025, the Company received a subscription agreement from an investor for 200,000 shares of common stock and 100,000 common stock purchase warrants for $50,000. As of December 31, 2025, the investor had not received the stock certificates.

8. Stock Options

The Company has a Stock Incentive Plan (the "SIP"), that authorizes the granting of stock options up to 10 percent of the total number of issued and outstanding shares of common stock, that provides for the grant of stock options, incentive stock options, stock appreciation rights, restricted stock awards, and incentive awards to eligible individuals including directors, executive officers and advisors that have furnished bona fide services to the Company not related to the sale of securities in a capital-raising transaction. On December 10, 2024, the Company's shareholders, at their Annual Meeting, ratified and reapproved the Stock Option Plan.

There were no stock options awarded in 2024. On March 25, 2024, 1,325,000 options expired.

On February 7, 2025, the Company issued 3,045,000 stock options to officers and directors of the Company. The options are exercisable on or before February 7, 2030, and have an exercise price of $0.10. The options were fully vested upon grant. The fair value of the options was determined to be $325,815 using the Black Scholes model. As the options were fully vested at issuance, the entire fair value was recognized as share-based compensation expense, included as part of management and administrative expenses on the Statement of Operations, for the period ended December 31, 2025. The Company recognized $10,700 in compensation expense for share-based payment awards issued to non-employees as part of the total compensation expense recognized during the same period.

On June 18, 2025, the Company granted 2,295,000 stock options to certain officers and directors. The options are exercisable at $0.20 per share and expire on June 18, 2030. The options were fully vested upon grant. The fair value of the options was determined to be $445,230 using the Black-Scholes valuation model. As the options were fully vested at issuance, the entire fair value was recognized as share-based compensation expense during the period December 31, 2025. This expense was included in management and administrative expenses on the Company's Statement of Operations. The Company recognized $39,000 in compensation expense for share-based payment awards issued to non-employees as part of the total compensation expense recognized during the same period. On October 1, 2025, the Company's Board approved the recission of the stock options granted on June 18, 2025, to all directors, except for management, reducing the options from 2,295,000 to 450,000.

On October 1, 2025, the Company issued 1,000,000 stock options to Olivier Tielens. The options are exercisable on or before October 1, 2030, and have an exercise price of $0.25. The fair value of the options was determined to be $353,000 using the Black Scholes model. The options were fully vested upon grant and the entire fair value was recognized as share-based compensation expense, included as part of management and administrative expenses on the Statement of Operations, for the period ended December 31, 2025.

The fair value of each option award was estimated on the date of the grant using the assumptions noted in the following table:

Expected dividends - - -

Expected terms (in years) 5.0 5.0 5.0

During the year ended December 31, 2025, a total of 1,950,000 options expired, including 1,630,000 options that expired on March 29, 2025. The remaining expirations relate to options previously granted to former consultants that were not exercised within the contractual post-termination exercise period.

The following is a summary of the Company's options issued and outstanding under the SIP:

Shares WeightedAverageExercisePrice

The average remaining contractual term of the options outstanding and exercisable at December 31, 2025, was 3.5 years. At December 31, 2025, options outstanding and exercisable had an aggregate intrinsic value of $3,566,875 based on the Company's stock price of $0.725 at December 31, 2025.

9. Income Taxes

The Company adopted ASU 2023-09, Improvements to Income Tax Disclosures, effective January 1, 2025. The adoption did not have a material impact on the Company's financial statements but resulted in expanded income tax disclosures.

The Company did not recognize a tax provision during 2025 and 2024. The company paid the Idaho minimum tax of $30 in 2025 and 2024.

Significant components of net deferred tax assets at December 31, 2025 and 2024 are as follows:

Deferred tax assets:

Deferred tax liabilities:

Net deferred tax asset $ - $ -

The Company fully reserved the deferred tax asset as of December 31, 2025 and 2024, as management of the Company cannot determine that it's more likely than not that, the Company will realize the benefits of the deferred tax assets.

At December 31, 2025, the Company has approximately $10.8 million of federal and state net operating loss carry forwards. $7.5 million of the federal net operating losses will expire between 2028 and 2045 and $3.3 million of the losses were incurred after 2017 and can be carried forward indefinitely, although the usage of these net operating losses is limited to 80% of taxable income in future years. The Idaho State net operating loss carryforward expires between 2028-2045.

The income tax benefit for the years ended December 31, 2025 and 2024 differs from the statutory rate as follows:

Meals, entertainment, penalties (1,500 ) -0.05%

Change in state tax rate (59,400 ) -2.10%

Miscellaneous permanent differences (30,050 ) -5.1%

Total $ - $ -

The Company has analyzed its filing positions in all jurisdictions where it is required to file income tax returns and found no positions that would require a liability for uncertain income tax benefits to be recognized. The Company is subject to possible tax examinations for the years 2023 through 2025. Prior year tax attributes could be adjusted by taxing authorities. If applicable, the Company will deduct interest and penalties as interest expense on the financial statements.

10. Leases

The Company renewed its office operating lease on February 1, 2023, for 24 months. The Company entered into a two -year operating lease for its corporate office space for a total lease payment of $41,625. A lease liability and corresponding right-of-use asset of $38,701 was recognized on the lease inception date, February 1, 2023. This lease ended on January 31, 2025. During the year ended December 31, 2025, the Company paid $1,771 in lease payments, with imputed interest of $46.

On February 1, 2025, the Company entered into an office lease agreement for a term of 12 months through January 31, 2026. Because the lease term did not exceed 12 months and did not contain a purchase option, the Company elected the short-term lease exemption under ASC 842 and did not recognize a right-of-use asset or lease liability related to this lease. Total short-term lease expense recognized for the year ended December 31, 2025, was approximately $39,454.

In December 2025, the Company entered into a new 12-month office lease agreement for the period February 1, 2026 through January 31, 2027. The Company evaluated the lease under ASC 842 and determined that the lease qualifies for the short-term lease exemption, as the lease term is 12 months or less and does not contain a purchase option or renewal option. Accordingly, no right-of-use asset or lease liability was recognized as of December 31, 2025, related to this lease. Lease payments are recognized as lease expense on a straight-line basis over the lease term.

11. Subsequent Events

On January 29, 2026, the Compensation Committee of the Board of Directors approved the grant of 150,000 stock options to a consultant and 50,000 stock options to an employee. The options were granted with an exercise price of $0.77 per share, expire five years from the date of grant, and vest immediately upon issuance.

On January 6, 2026, a consultant exercised stock options to purchase an aggregate of 250,000 shares of the Company's common stock. The options exercised consisted of 100,000 shares at an exercise price of $0.10 per share and 150,000 shares at an exercise price of $0.20 per share. The Company received aggregate gross proceeds of $40,000 in connection with the exercise and issued 250,000 shares of common stock in accordance with the terms of the applicable stock option agreements.

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

During the year ended December 31, 2025, there were no changes in independent audit firms or consulting firms who provide accounting assistance.

During the year ended December 31, 2025, there were no disagreements between the Company and its independent certified public accountants concerning accounting and financial disclosure.

ITEM 9A - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

At the end of the period covered by this report, an evaluation was carried out under the supervision of, and with the participation of, the Company's Management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a - 15(e) and Rule 15d - 15(e) of the Securities and Exchange Act of 1934, as amended). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this report, the Company's disclosure controls and procedures were adequately designed and effective in ensuring that information required to be disclosed by the Company in its reports that it files or submits to the SEC under the Exchange Act, is recorded, processed, summarized and reported within the time period specified in applicable rules and forms.

Management's Report on Internal Control over Financial Reporting

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is a process designed under the supervision of its Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, using criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and concluded that internal control over financial reporting was effective as of December 31, 2025, based on these criteria.

This Annual Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting because the Company is a Smaller Reporting Company and is not required to provide such report.

Changes in internal controls over financial reporting

On April 10, 2025, the Company entered into a services agreement with Ascent CFO Solutions, LLC to provide outsourced financial consulting services. This engagement was intended to enhance the Company's technical accounting oversight and financial reporting processes and to remediate the material weakness previously identified in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2024. Management evaluated the remediation efforts and concluded that the previously identified material weakness had been remediated as of December 31, 2025.

Other than the remediation actions described above, there were no changes in the Company's internal control over financial reporting during the fourth quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

ITEM 9B - OTHER INFORMATION

None.

PART III

ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

This section sets forth certain information with respect to the Company's current directors and executive officers, as well as information about appointments subsequent to the fiscal year ended December 31, 2025.

Directors and Executive Officers:

Name Age Position with the Company Director Since

Eric T. Jones 63 President, Chief Executive Officer, Director March 2006

Ron Espell 65 Chief Operating Officer (COO) February 2025

Rocky Chase 60 Vice President of Operations February 2025

E. James Collord 79 VP & Director Since 1978

Paul Beckman 72 Director February 2017

Ralph Noyes 78 Director, Chairman of the Board May 2016

Douglas J. Glaspey 73 Director June 2008

Larry D. Kornze 78 Director January 2013

James A. Sabala 71 Director October 2016

Background and experience:

Eric T. Jones - President and Chief Executive Officer - has over 30 years of mining, and financial experience, with a B.S. in Geological Engineering from the University of Idaho. Mr. Jones joined the Board of Thunder Mountain Gold in 2006, the management team in 2008, and was appointed President and Chief Executive Office in 2011 by the Board. Prior to that, Mr. Jones served as Chief Financial Officer, and Vice President of Investor Relations, and Secretary/Treasurer. From 1994 to 1997, Mr. Jones was General Manager at Dakota Mining`s Stibnite Mine gold heap leach operation in central Idaho. He has held management positions for Hecla Mining at their Yellow Pine Mine, Stibnite, Idaho, and Environmental Manager at their Rosebud Mine, Lovelock, Nevada. Prior to working with Hecla, Eric was the mine engineer at the Cactus Gold Mine in southern California and has worked throughout the western U.S. in both precious metals and oil and gas exploration.

Ron Espell - Chief Operating Officer, brings over 30 years of experience in environmental management, permitting, and mine development. He has held senior leadership positions at several major mining companies, including Barrick Gold, McEwen Mining, and Nevada Vanadium. With a strong background in regulatory compliance, environmental stewardship, and strategic mine planning, Mr. Espell has been instrumental in securing permits and advancing projects across North America and globally. As COO, he will oversee all operational aspects of Thunder Mountain Gold, ensuring the Company remains on track for efficient and responsible project execution.

Rocky Chase - Vice President of Operations, has a B.S. geological engineering from University of Idaho, and joins Thunder Mountain Gold as Vice President of Operations, bringing more than 38 years of experience in mine development, operations, and permitting. He has managed exploration and production projects across North America, with a strong focus on regulatory affairs, mine engineering, and environmental compliance. Mr. Chase most recently served as Project Manager at South Mountain Mines, where he successfully led underground core drilling and exploration efforts. In his new role, he will spearhead the operational execution of Thunder Mountain's projects, optimizing development strategies and ensuring regulatory alignment.

James Collord - Vice President Exploration, has a MS degree in exploration geology from the Mackay School of Mines, University of Nevada, Reno (1980). He has been a mining professional for 42 years, employed in a variety of capacities, including mill construction superintendent, exploration geologist, mine construction and reclamation manager, and in environmental and lands management. During the period 1975 through 1997, Mr. Collord worked for Freeport Exploration where he worked with a successful exploration team that discovered several Nevada mines. Later in his Freeport career, he managed mining operations and lead permitting efforts at the Big Springs and Jerritt Canyon Mines. For the period 1997 through 2005, Mr. Collord was Environmental and Lands Superintendent at Cortez Gold Mines, a large Nevada mine that was a joint venture between Placer Dome and Kennecott Minerals. After retirement from Cortez, and until his employment by Thunder Mountain Gold, Inc. in April 2007, he managed the Elko offices for environmental and hydrogeologic consulting groups. He is the grandson of Daniel C. McRae, the original locator of the gold mines in the Thunder Mountain Gold Mining District in the early 1900s.

Paul Beckman is an entrepreneur and owner of Bella Vista Farms, in Eagle Idaho. Paul serves as Manager and Consultant to the Camille Beckman Corporation where he oversees technology, accounting systems, and daily facility operations. He currently serves on the Board of the Camille Beckman Foundation and is the co-owner of two small gold mines in central Idaho. Paul attained the rank of Lieutenant Colonel in the United States Air Force where he was a Director - Contracting Automation Systems, managing over 150 personnel responsible for Air Force Contracting Systems. During his service he consolidated two major commands and served as a Missile Launch Officer, Pilot, and Contracting Officer. Paul earned his M.A., in Administration at Webster College, and a B.Sc. in Agricultural Economics from the University of Idaho.

Ralph Noyes was appointed as Director on April 10, 2015. Mr. Noyes brings over 40 years of experience in exploration, mine and project management, executive management, junior mining company boards, and including 15 years in investment portfolio management with Salomon Smith Barney, then Wells Fargo Advisors. Ralph has a wealth of operational experience, most notably Manager of Mines and Vice President of Metal Mining with Hecla Mining Company. Ralph oversaw all of Hecla`s operating mines in Idaho, Washington, Alaska, Utah, Nevada, and Mexico. Mr. Noyes took a temporary leave from the Company`s Board on February 17, 2016, due to a conflict that was brought to his attention by a previous employer. He was reinstated on the Board in May of 2016.

Douglas J. Glaspey was formerly President, Chief Operating Officer and a Director of U.S. Geothermal Inc. which was purchased in April 2018. Mr. Glaspey has 38 years of operating and management experience with experience in production management, planning and directing resource exploration programs, preparing feasibility studies and environmental permitting. He was the Sinter Plant Superintendent for ASARCO at the Glover Lead Smelter in Missouri, Chief Metallurgist at Earth Resources Company at the DeLamar Silver Mine in Idaho, Chief Metallurgist for Asamera Minerals at the Cannon Gold Mine in Washington, Project Manager for Atlanta Gold Corporation at the Atlanta Project in Idaho and Ramrod Gold Corporation in Nevada. He formed and served as an executive officer of several private resource companies in the U.S., including Drumlummon Gold Mines Corporation and Black Diamond Corporation. He founded U.S. Cobalt Inc. in l998 and took the company public on the TSX Venture Exchange in March 2000. In December 2003, he led a Reverse Take Over and transformed the company to U.S. Geothermal Inc. changing the business from mineral exploration to geothermal development. US Geothermal was traded on the NYSE MKT exchange. He holds a BS degree in Mineral Processing Engineering and an Associate of Science in Engineering Science.

Larry D. Kornze, B.Sc. joined the Board in January 2013, and is geological engineer with over 45-years' experience in the precious metals industry. Mr. Kornze was the General Manager of Exploration and U.S. Exploration Manager for Barrick Gold Corporation (NYSE: ABX) from 1987 to 2001, on projects ranging from the Americas to International projects, including Mexico, Central America, China, Philippines, Myanmar, Ethiopia, Uzbekistan, Kyrgyzstan, Indonesia, Peru, Bolivia, Ecuador, Venezuela, and Dominican Republic. Mr. Kornze directed mine site exploration activities for the Barrick Goldstrike Mine, and the Betze, Meikle, Deepstar, Screamer, and Rodeo deposits. He managed the Betze/Deep Post reserve development drilling and reserve estimation, along with general U.S. exploration. Mr. Kornze was Chief Geologist for Operations and New Projects at Barrick Mercur Gold Mines, Inc. from 1985 - 1986. Prior to working for Barrick, Mr. Kornze was Chief Geologist for Newmont Mines Ltd., Similkameen Division, B.C., and Newmont Mining Corporation (NYSE: NEM) of Canada from 1968 to 1981. Mr. Kornze has a B.Sc. Geological Engineering, Colorado School of Mines, and is a Professional Engineer of the Province of British Columbia. He also serves as a director of other Toronto Stock Exchange Venture listed mining companies.

James A. Sabala was appointed as Director on October 27, 2016. Mr. Sabala brings 38 years of financial mining experience, graduated from the University of Idaho with a B.S. Business, Summa Cum Laude in 1978, and currently resides near Coeur d`Alene, Idaho. Prior to his retirement in May, 2016, Mr. Sabala was Senior Vice President and Chief Financial Officer of Hecla Mining Company, a silver, gold, lead and zinc mining company with operations throughout North America and Mexico. Mr. Sabala was appointed Chief Financial Officer in May 2008 and Senior Vice President in March 2008. Prior to his employment with Hecla Mining Company, Mr. Sabala was Executive Vice President - Chief Financial Officer of Coeur Mining from 2003 to February 2008. Mr. Sabala also served as Vice President-Chief Financial Officer of Stillwater Mining Company from 1998 to 2002. Mr. Sabala has served as a director of Arch Coal (NYSE:ACI) since February, 2015 until October 2016, and currently serves as a director of Seva Mining Corp (TSX-V: SEVA).

Directorships in reporting companies:

James Sabala is the only director of the Registrant that is a director of another corporation subject to the requirements of Section 12 or Section 15(d) of the Exchange Act of 1934.

Significant Employees:

Three of the Company's current and former officers have deferred compensation for services rendered since April 1, 2015. Deferred compensation has been periodically terminated and reinstated over the years to manage the Company's liquidity. As of December 31, 2024, the officers' deferred compensation balances are as follows: Eric Jones, President and Chief Executive Officer - $469,500; Jim Collord, Vice President and Director - $420,000; and Larry Thackery, former Chief Financial Officer - $215,125, totaling $1,104,625.

On February 11, 2025, the Company appointed Ron Espell as Chief Operating Officer (COO), replacing Jim Collord in that capacity. Jim remains with the Company as Director and Vice President of Exploration. In addition, the Company added Rocky Chase as Vice President of Operations. These appointments align with the Company's strategic focus on advancing the South Mountain Project and other key initiatives.

Family Relationships:

None.

Involvement in Certain Legal Proceedings:

None of the officers and directors of the Registrant have been involved in any bankruptcy, insolvency, or receivership proceedings as an individual or member of any partnership or corporation; none have ever been convicted in a criminal proceeding or is the subject of a criminal proceeding presently pending. None have been involved in proceedings concerning his ability to act as an investment advisor, underwriter, broker, or dealer in securities, or to act in a responsible capacity for an investment company, bank savings and loan association, or insurance company or limiting his activity in connection with the purchase and sale of any security or engaging in any type of business practice. None have been enjoined from engaging in any activity in connection with any violation of federal or state securities laws nor have been involved in a civil action regarding the violation of such laws.

Section 16(a) Beneficial Ownership Reporting Compliance:

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers and persons who beneficially owns more than ten percent of a registered class of the Company's equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To our knowledge, no persons failed to file on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during the year ended December 31, 2025.

Audit Committee:

The Company's Board of Directors is responsible for the oversight and management of the Company. On January 28, 2010, an Audit Committee was designated from members of the Board and currently consists of Douglas Glaspey, Ralph Noyes, and James Sabala as independent members of the committee. Mr. Noyes and Mr. Sabala are both considered financial experts. The Board believes that the members of the Audit Committee have sufficient experience to oversee the Company's financial reporting and internal controls but will evaluate the appointment of a financial expert as the Company grows. Effective January 2026, Mr. Sabala serves as Chair of the Audit Committee.

Compensation Committee:

The Purpose of the Compensation Committee is to conduct an annual review to determine whether the Company's executive compensation program is meeting the goals and objectives set by the Board of Directors. The Compensation Committee provides recommendations to the Board, the compensation for the Chief Executive Officer and directors, including salaries, incentive compensation levels and stock awards, and reviews and approves compensation proposals made for the other executive officers. During Fiscal 2025, the Compensation Committee consists of the following independent members: Doug Glaspey and Ralph Noyes. Mr. Glaspey is the Chair of the Compensation Committee. The Board first appointed the Compensation Committee in May of 2012. The Committee meets at least once per calendar year.

Special Committee:

The Purpose of the Special Committee is to review and analyze the issues pertaining to potential strategic alternatives for Thunder Mountain Gold Inc. and its subsidiary(ies) (together, the "Company"), which analysis should include, but not be limited to, the advantages and disadvantages of any strategic alternatives available to the Company, and the appropriateness and form of any consideration in relation to the Company's stockholders in connection with any proposed transaction which should also be considered. The Special Committee directs the Company management to take any actions on the part of the Company, in addition to those normally undertaken by management (such as instructions to the professional advisers of the Company), if the Committee considers that such actions are necessary or advisable. The Committee, appointed by the Board, is comprised of three independent directors: James Sabala (Chairman), Ralph Noyes, and Paul Beckman. Each member meets the independence requirements of the relevant securities exchanges and regulatory agencies as may apply from time to time and is independent of management and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a committee member.

Code of Ethics:

The Board of Directors formally adopted a Code of Ethics in 2010. This Code of Ethics is published on the Company's website.

Indemnification of Directors and Officers:

The Company's By-Laws address indemnification of Directors and Officers. Nevada law provides that Nevada corporations may include within their articles of incorporation provisions eliminating or limiting the personal liability of their directors and officers in shareholder actions brought to obtain damages for alleged breaches of fiduciary duties, as long as the alleged acts or omissions did not involve intentional misconduct, fraud, a knowing violation of law or payment of dividends in violation of the Nevada statutes. Nevada law also allows Nevada corporations to include in their Articles of Incorporation or Bylaws provisions to the effect that expenses of officers and directors incurred in defended a civil or criminal action must be paid by the corporation as they are incurred, subject to an undertaking on behalf of the officer or director that he or she will repay such expenses if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the corporation because such officer or director did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation.

The Company's Articles of Incorporation provide that a director or officer is not personally liable to the Company or its shareholders for damages for any breach of fiduciary duty as a director or officer, except for liability for: (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of distributions in violation of Nevada Revised Statutes, §78.300. In addition, Nevada Revised Statutes §78.751 and Article VII of the Company's Bylaws, under certain circumstances, provide for the indemnification of the officers and directors of the Company against liabilities which they may incur in such capacities.

Insider Trading Policy

The Company has not established formal stock ownership guidelines for our Named Executive Officers. The Company prohibits the Named Executive Officers, as well as other insiders, who may have access to material inside information, from purchasing, selling, entering into short sale transactions, or engaging in hedging or offsetting transactions regarding the Common Stock during periods where such persons have access to material inside information. To ensure compliance with applicable United States federal securities laws, and to avoid even the appearance of trading on the basis of inside information, procedures have been established, and will be maintained and enforced, by the Company to prevent awards and trading by Company insiders for a period beginning four days before the release of periodic reports or triggering events and ended one day after such report or triggering event ("Blackout Periods"). Therefore, the Company has no awards to report that were granted during the Blackout Periods.

The Company is in the process of adopting formal Insider Trading Compliance practices that prohibit directors, officers, certain employees, and consultants from trading during specific periods beginning at market open on the day following the last trading day of the Company's fiscal quarter until after the Company's public disclosure of financial and operating results for that quarter. In addition, all transactions in the Company's securities (including without limitation, acquisitions and dispositions of Company stock, the "net" or "cashless" exercise of stock options and the sale of Company stock issued upon exercise of stock options) must be pre-cleared by the Secretary, or if the Secretary is unavailable, the Company's Chief Financial Officer. The Company may impose additional restricted trading periods at any time if it believes trading by employees would not be appropriate because of developments at the Company that are, or could be, material. The Compensation Committee takes these policies into account when determining the timing and terms of awards so that the Company does not time awards in a manner that may affect the value of executive compensation.

ITEM 11 - EXECUTIVE COMPENSATION

Summary Compensation

Compensation to directors also included reimbursement of out-of-pocket expenses that are incurred in connection with the Directors' duties associated with the Company's business. There are currently no other compensation arrangements for the Company's Directors. The following table provides certain summary information for the fiscal year ended December 31, 2025, and 2024 concerning compensation awarded to, earned by or paid to our Executive Officers and Directors:

Incentive Deferred All Other

Stock Option Plan Compensation Compensation

Name and Salary Bonus Awards Awards Compensation Earnings Directors Fee Total

Position Year ($US) ($US) ($US) ($US) ($US) ($US) ($US) ($US)

There are no compensatory plans or arrangements for compensation of any Director in the event of his termination of office, resignation, or retirement.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding outstanding stock options held by our Named Executive Officers as of December 31, 2025:

All outstanding options were granted pursuant to the Company's Stock Incentive Plan and were fully vested as of December 31, 2025.

Option Exercises and Stock Vested

There were no exercises of stock options during the years ended December 31, 2025 or 2024 by our Named Executive Officers.

Director Compensation

Occasionally, additional fees are paid for attendance at Board of Directors' meetings, committee membership or committee chairmanship. On occasion, Directors are retained for consulting services unrelated to their duties as Directors. These consulting services are either paid in cash or with unregistered Common Stock according to the Company's policy for share-based payment of services. See Item 11., Summary Compensation Table above.

The Company does not have a retirement plan for its Directors, and there is no agreement, plan or arrangement that provides for payments to Directors in connection with resignation, retirement, termination or a change in control of the Company.

Long-term Incentives:

On July 17, 2011, the shareholders approved a Stock Incentive Plan (the "SIP"). The SIP was subsequently approved by the Shareholders at all of the Annual Shareholder Meetings, including the last years Annual Meeting on December 10, 2024. The SIP will be administered by the Compensation Committee or Board of Directors and provides for the grant of stock options, incentive stock options, stock appreciation rights, restricted stock awards, and incentive awards to eligible individuals including directors, executive officers and advisors that have furnished bona fide services to the Company not related to the sale of securities in a capital-raising transaction.

The SIP has a fixed maximum percentage of 10% of the Company's outstanding shares that are eligible for the plan pool, whereby the number of Shares under the SIP increase automatically with increases in the total number of shares. This "Evergreen" provision permits the reloading of shares that make up the available pool for the SIP, once the options granted have been exercised. The number of shares available for issuance under the SIP automatically increases as the total number of shares outstanding increase, including those shares issued upon exercise of options granted under the SIP, which become re-available for grant subsequent to exercise of option grants. The number of shares subject to the SIP and any outstanding awards under the SIP will be adjusted appropriately by the Board of Directors if the Company's common stock is affected through a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than quarterly cash dividends) or other distribution, stock split, spin-off or sale of substantially all of the Company's assets.

The SIP also has terms and limitations, including that the exercise price for stock options and stock appreciation rights granted under the SIP must equal the stock's fair market value, based on the closing price per share of common stock, at the time the stock option or stock appreciation right is granted. The SIP is also subject to other limitation including; a limited exception for certain stock options assumed in corporate transactions; stock options and stock appreciation rights granted under the SIP may not be "re-priced" without shareholder approval; stock-based awards under the SIP are subject to either three-year or one-year minimum vesting requirements, subject to exceptions for death, disability or termination of employment of an employee or upon a change of control; and shareholder approval is required for certain types of amendments to the SIP.

Employment Contracts:

During 2025, there were three Company employees - Eric Jones, Jim Collord, and Larry Thackery. They were employed per resolution of the Board and other than an hourly salary, plus normal burden, there are no other contractual understandings in the resolutions. Each is reimbursed for the use of personal office equipment and phones, and Jim and Eric are reimbursed for health insurance and related costs up to a set maximum amount, when the Company is financially able to cover the reimbursements.

Share-Based Payments:

During the year ended December 31, 2025, the Company granted stock options to certain officers and directors pursuant to the Company's Stock Incentive Plan. The options were granted on February 7, 2025 at an exercise price of $0.10 per share and on June 18, 2025 at an exercise price of $0.20 per share. All options granted during 2025 were fully vested upon grant pursuant to an exception permitted under the SIP.

The grant-date fair value of the options was determined using the Black-Scholes option pricing model and is reflected in the "Option Awards" column of the Summary Compensation Table above. Because the options were fully vested at issuance, the entire grant-date fair value was recognized as share-based compensation expense during the year ended December 31, 2025. No stock options were granted during 2024.

Employment Contracts and Termination of Employment or Change of Control

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation or retirement) or change of control transaction.

Stock Option Granting Policies and Practices

The Board of Directors of the Company has historically granted stock options to executives, directors, and key employees as part of its equity compensation program. The Company does not maintain a formal written policy governing the timing of stock option grants in relation to material nonpublic information ("MNPI").

Stock option grants are approved by the Board of Directors or its Compensation Committee on a discretionary basis in connection with employment agreements, promotions, and other performance-based considerations. The Company does not follow a fixed grant schedule and does not currently impose trading blackout periods or other restrictions related to the timing of option grants when the Company or its executives may be in possession of MNPI.

The Company is evaluating whether to adopt a formal stock option granting policy, which may include pre-established grant dates or trading blackout periods to strengthen governance and reduce potential risks related to option grant timing.

The Company did not grant stock options to employees during 2024. During 2025, the Company granted stock options to certain officers and directors pursuant to its Stock Incentive Plan. The Company does not time option grants to coincide with the release of material nonpublic information.

Recovery of Incentive-Based Compensation

The Company does not currently maintain a policy regarding the recovery of incentive-based compensation from its executive officers in the event of a financial restatement or misconduct. The Company is in the process of adopting a clawback policy in light of recent SEC rulemaking under Exchange Act Rule 10D-1.

The Company did not recover, nor seek to recover, any erroneously awarded compensation during the fiscal year ended December 31, 2025.

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

The following table sets forth certain information regarding the beneficial ownership of shares of the Company's common stock as of December 31, 2025, by:

the Company's named executive officers;

the Company's directors;

all of the Company's executive officers and directors as a group; and each person who is known to beneficially own more than 5% of the Company's issued and outstanding shares of common stock.

Directors, Executive Officers & More than 5% Owners

(1) Based on 93,255,579 shares of common stock issued and outstanding as of December 31, 2025, together with all applicable options and warrants for each stockholder. Shares of our stock subject to options are deemed outstanding for computing the percentage or ownership of the persons holding such options.

(2) Sole voting and investment power.

(3) Includes 110,000 shares Mr. Collord controls for son, Jerritt Collord, as well as 225,000 he controls for his sister, Kay Meier.

(4) Includes 5,000,000 shares held in P & F Development, a Private Company.

As of December 31, 2025, Olivier Tielens beneficially owned 15,500,000 shares of the Company's common stock, representing approximately 15.38% of the Company's outstanding common stock. Mr. Tielens' beneficial ownership consists of 8,000,000 shares of common stock, 1,000,000 shares issuable upon exercise of stock options that are exercisable within 60 days of December 31, 2025, and 6,500,000 shares issuable upon exercise of warrants that are exercisable within 60 days of December 31, 2025.

As of December 31, 2025, MFD Investment Holdings SA beneficially owned 11,470,000 shares of the Company's common stock, representing approximately 11.66% of the Company's outstanding common stock. MFD Investment Holdings SA's beneficial ownership consists of 6,360,000 shares of common stock and 5,110,000 shares issuable upon exercise of warrants that are exercisable within 60 days of December 31, 2025.

As of December 31, 2025, Henriicus Thijssen beneficially owned 9,000,000 shares of the Company's common stock, representing approximately 9.35% of the Company's outstanding common stock. Mr. Thijssen's beneficial ownership consists of 6,000,000 shares of common stock and 3,000,000 shares issuable upon exercise of warrants that are exercisable within 60 days of December 31, 2025.

As of December 31, 2025, the number of shares of common stock that can be sold by officers, directors, principal shareholders, and others pursuant to Rule 144 was 93,255,579. As a condition to our listing on the TSX-V in 2010, our officers and directors were required to deposit their common stock totaling 4,799,239 shares, into an escrow account with Computershare Investor Services, Inc. Those escrowed shares were subject to the TSX-V's Tier 1 escrow requirement at that time. Those requirements provide for an 18-month escrow release mechanism with 25% of the escrowed securities being released on September 24, 2010 (the date our common shares commenced trading on the TSX-V), and 25% of the escrowed securities to be released every 6 months thereafter. As of December 31, 2025, all of the escrowed shares have been released back to the officers and directors.

Securities Authorized for Issuance under Equity Compensation Plans:

On July 17, 2011, the Company Shareholders approved the Company`s Stock Incentive Plan (SIP). The SIP has a fixed maximum percentage of 10% of the Company's outstanding shares that are eligible for the plan pool, whereby the number of Shares under the SIP increase automatically with increases in the total number of shares. This "Evergreen" provision permits the reloading of shares that make up the available pool for the SIP, once the options granted have been exercised. The number of shares available for issuance under the SIP automatically increases as the total number of shares outstanding increase, including those shares issued upon exercise of options granted under the SIP, which become re-available for grant after exercise of option grants. The number of shares subject to the SIP and any outstanding awards under the SIP will be adjusted appropriately by the Board of Directors if the Company's common stock is affected through a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than quarterly cash dividends) or other distribution, stock split, spin-off or sale of substantially all the Company's assets.

The SIP also has terms and limitations, including without limitation that the exercise price for stock options and stock appreciation rights granted under the SIP must equal the stock's fair market value, based on the closing price per share of common stock, at the time the stock option or stock appreciation right is granted. The SIP is also subject to other limitations including; a limited exception for certain stock options assumed in corporate transactions; stock options and stock appreciation rights granted under the SIP may not be "re-priced" without shareholder approval; stock-based awards under the SIP are subject to either three-year or one-year minimum vesting requirements, subject to exceptions for death, disability or termination of employment of an employee or upon a change of control; and shareholder approval is required for certain types of amendments to the SIP.

Table - Equity Compensation Plan Information

(As of December 31, 2025, or latest fiscal year-end)

Equity Compensation Plans Not Approved by Security Holders 0 N/A 0

(1) The number of securities remaining available for issuance represents the balance of shares available under the Company's Stock Incentive Plan, which permits issuance of up to 10% of the Company's outstanding shares of common stock. As of December 31, 2025, 9,325,558 shares were available under the plan, of which 5,995,000 shares were subject to outstanding options, leaving 3,330,558 shares available for future grants.

Changes in Control:

The Board of Directors is aware of no circumstances which may result in a change of control of the Company.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Transactions with Management and Others:

In addition to the related parties notes payable discussed in Note 6, the Company had the following related party transactions:

During the year ended December 31, 2025, the Company completed private placement offerings of its common stock and warrants. Olivier Tielens, a greater-than-five percent (5%) beneficial owner of the Company's common stock, participated in the 2025 private placements and purchased shares of common stock and received warrants on the same terms and conditions as those offered to other investors in the private placements. Henriicus Thijssen, a greater-than-five percent (5%) beneficial owner of the Company's common stock, also participated in the 2025 private placements and purchased shares of common stock and received warrants on the same terms and conditions as those offered to other investors. MFD Investment Holdings SA, a greater-than-five percent (5%) beneficial owner of the Company's common stock, participated in the 2025 private placements and purchased shares of common stock and received warrants on the same terms and conditions as those offered to other investors in the private placements. The foregoing transactions were reviewed and approved by the Company's Board of Directors.

During the year ended December 31, 2025, the Company granted 1,000,000 stock options to Mr. Tielens pursuant to the Company's Stock Incentive Plan in connection with consulting services provided to the Company. The options were granted with an exercise price of $0.25 per share and vest in accordance with the terms of the applicable award agreement

Three officers of the Company initiated deferred compensation arrangements for services provided starting April 1, 2015. On July 31, 2018, the Company ceased expensing and deferring compensation for these officers to support the marketing efforts of the SMMI project. Subsequently, with the commencement of the BeMetals agreement, compensation for these officers resumed on May 15, 2019. The BeMetals agreement concluded on December 30, 2022.

To preserve liquidity, the Company reinstated deferred salary arrangements for Eric Jones, the Chief Executive Officer, and Larry Thackery, the former Chief Financial Officer effective August 1, 2023.

As of December 31, 2025, and December 31, 2024, the balances of the total deferred compensation for the officers and former officer, are as follows, Eric Jones, President and Chief Executive Officer: $469,500; Jim Collord, Vice President and Director: $420,000; Larry Thackery, former Chief Financial Officer: $215,125. The total deferred compensation for these officers at December 31, 2024 and December 31, 2025 was $1,104,625.

Certain Business Relationships:

Except as described above, there have been no unusual business relationships during the last fiscal year of the Registrant between the Registrant and affiliates as described in Item 404(b)(1)-(6) of the Regulation S-K.

Indebtedness of Management:

No Director or executive officer or nominee for Director, or any member of the immediate family of such has been indebted to the Company during the past year.

Directors' Stock Purchases

Stock transactions for directors and officers were reported on Form 4 or Form 5 and are available on the SEC website.

Director Independence

On December 31, 2025, Douglas Glaspey, Larry Kornze, James A. Sabala, Ralph Noyes, and Paul Beckman are independent Members of the Board of Thunder Mountain Gold Inc.

ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit and Non-Audit Fees

The following table presents fees billed to the Company relating to the audit of the Financial Statements at December 31, 2025 as provided by Assure CPA, LLC. We expect that Assure CPA, LLC will serve as our auditors for the fiscal year 2026. Assure CPA LLC has served as an independent auditor for the Corporation since the fiscal year ended December 31, 2005. This firm is experienced in the field of auditing and mining accounting and is professionally qualified to act in the capacity of auditors.

Audit-related fees (2) -

All other fees (3) 152 -

(1) Audit fees consist of fees billed for professional services provided in connection with the audit and reviews of the Company's financial statements, and assistance with reviews of documents filed with the SEC.

(2) Audit-related fees consist of assurance and related services that include, but are not limited to, internal control reviews, attest services not required by statute or regulation and consultation concerning financial accounting and reporting standards.

(3) All other fees consist of fees billed for products and services other than the services reported above.

The Company's Board of Directors reviewed the audit services rendered by Assure CPA, LLC and concluded that such services were compatible with maintaining the auditors' independence. All audit, non-audit, tax services, and other services performed by the independent accountants are pre-approved by the Board of Directors to assure that such services do not impair the auditors' independence from the Company. The Company does not use Assure CPA LLC for financial information system design and implementation. We do not engage Assure CPA LLC to provide compliance outsourcing services.

PART IV

ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Documents filed as part of this report on Form 10-K or incorporated by reference:

(1) Our financial statements can be found in Item 8 of this report.

(2) Financial Statement Schedules (omitted because they are either not required, are not applicable, or the required information is disclosed in the notes to the financial statements or related notes).

(3) The following exhibits are filed with this Annual Report on Form 10-K or incorporated by reference:

EXHIBITS

ExhibitNumber Description of Exhibits

3.8* Bylaws, Montgomery Mines Inc. (incorporated by reference)

3.9** Amended and Restated Bylaws of Thunder Mountain Gold Inc.

10.1* Agreement and Plan of Merger, Thunder Mountain Gold (Nevada)

21.1** Subsidiaries of the Registrant

95** Mine safety information listed in Section 1503 of the Dodd-Frank Act.

101.SCH** Inline XBRL Taxonomy Extension Schema Document

101.CAL** Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF** Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB** Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE** Inline XBRL Taxonomy Extension Presentation Linkbase Document

*Incorporated by Reference.

**Filed herewith.

DOCUMENTS INCORPORATED BY REFERENCE

None

SIGNATURES

Pursuant to the requirements of Section 143 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.

THUNDER MOUNTAIN GOLD, INC.

By /s/ Eric T. Jones

Eric T. Jones

President, Director and Chief Executive Officer

Date: March 31, 2026

Pursuant to the requirements of the Securities Act of 1934 this report signed below by the following person on behalf of the Registrant and in the capacities on the date indicated.

By /s/ Eric T. Jones

Eric T. Jones

Principal Financial Officer

Date: March 31, 2026

Thunder Mountain Gold Inc THMG US Equity

THMG · 10-K · period ended 2025-12-31

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

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8 - CONSOLIDATED FINANCIAL STATEMENTS

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

ITEM 9A - CONTROLS AND PROCEDURES

ITEM 9B - OTHER INFORMATION

ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 11 - EXECUTIVE COMPENSATION

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

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Thunder Mountain Gold Inc THMG US Equity☆

THMG · 10-K · period ended 2025-12-31

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

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8 - CONSOLIDATED FINANCIAL STATEMENTS

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

ITEM 9A - CONTROLS AND PROCEDURES

ITEM 9B - OTHER INFORMATION

ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 11 - EXECUTIVE COMPENSATION

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

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Thunder Mountain Gold Inc THMG US Equity