The dual moves lean on equity rather than cash, with proceeds earmarked for drilling at the company’s flagship Idaho silver-zinc project and the chief executive agreeing to take stock in lieu of back pay.

July 10, 2026

Thunder Mountain Gold Inc. is tapping the equity market on two fronts at once, pairing a private placement of up to roughly US$6.4 million with a plan to clear more than US$1 million in accumulated obligations by issuing stock instead of paying cash.

The Boise-based junior, listed in Toronto and on the OTCQB, said its board has approved a non-brokered private placement of as many as 9,143,000 units priced at US$0.70, or CAD$1.00, apiece. Structure of the offering:

• Each unit bundles one common share with half of a share-purchase warrant.
• A whole warrant buys one additional share at US$1.00 (CAD$1.42), exercisable for 24 months.
• The raise may close in one or more tranches, with finders eligible for up to 6% of gross proceeds plus matching warrants.

The capital is destined for the South Mountain Project, funding drilling, assaying, geophysical surveys and the administrative overhead of running those programs. For a pre-revenue explorer, that ties the raise directly to advancing the asset rather than to general working capital — the kind of use-of-proceeds that exchange reviewers and prospective subscribers tend to look for.

A parallel debt-for-stock settlement

Separately, the board approved issuing up to 1,578,036 shares at the same deemed price of US$0.70 (CAD$1.00) to retire US$1,104,625 (CAD$1,578,036) owed to its president and chief executive and to several former service providers, one of them a former officer. The insider portion — 670,714 shares covering US$469,500 of compensation — is a related-party transaction under Canadian rules, though the company is relying on standard exemptions from formal valuation and minority approval because the executive’s participation stays below the one-quarter-of-market-capitalization threshold that would otherwise trigger them.

Settling executive and vendor balances in stock is a familiar cash-preservation tactic at this end of the market. It conserves treasury for fieldwork and signals that management is willing to convert what it is owed into equity at the same price outside investors are being asked to pay, aligning insiders with the incoming placement.

Shared terms and approvals

Both transactions carry identical pricing and both hinge on approval from the TSX Venture Exchange. Shares issued under either will be locked by a four-month Canadian hold period and will bear U.S. restricted-securities legends. The placement is being conducted privately inside the United States under Section 4(a)(2) and Regulation D and offshore under Regulation S; none of the securities are being registered under U.S. law.

The asset behind the raise

South Mountain, the company’s principal asset, is a polymetallic development project on private land about 70 miles southwest of Boise, holding high-grade zinc, silver, gold and copper. It was mined intermittently from the late 1940s to the late 1960s, most notably by Anaconda, and its more than 8,000 feet of underground workings have since been rehabilitated to modern safety standards. Thunder Mountain has poured roughly US$25 million into the project since 2007. Historical smelter records show about 53,642 tons of direct-shipped material at average grades of 14.5% zinc, 10.6 ounces per ton silver, 0.058 ounces per ton gold, 1.4% copper and 2.4% lead. The company, founded in 1935, also fully owns the Trout Creek gold exploration project in Nevada, adjacent to the Barrick-Newmont Nevada Gold Mines venture.

Taken together, the two approvals would put roughly 10.7 million new common shares into the market before any warrants are exercised, expanding the float while sidestepping a cash outlay the company would otherwise struggle to fund from operations.