Annual Report for Fiscal Year Ending December 31, 2024 (Form 10-K)

- 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 Operation:

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:

In 2024, the Company reported a net loss of $631,111 ($0.01 per share), improving from a net loss of $817,227 ($0.01 per share) in 2023. The decrease in 2024's net loss is primarily attributed primarily due to the unrealized loss of $179,604 during the year ended December 31, 2023. This change resulted in a net loss decrease of $219,914 for the year ended December 31, 2024.

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, 2024, totaled $192,921, representing an increase of $38,037, or 25%, compared to the same period in 2023. Exploration expenses for the three months ended December 31, 2024, increased by $33,538 compared to the corresponding period in 2023, primarily due to geochemical IP modeling activities on the South Mountain project.

Legal and accounting expenses for the three months ended December 31, 2024, increased by $14,214 to $41,027. This increase was primarily driven by costs associated with the Company's Private Placement issued on November 28, 2024, to finance ongoing operations. Management and administrative expenses for the three months ended December 31, 2024, decreased by $9,715, or 10%, primarily due to a reduction in management salaries.

Year-end comparisons December 31, 2024 vs 2023

Operating expenses for the year ended December 31, 2024, amounted to $585,613, reflecting a decrease of $29,078, or 5%, from the same period in 2023. Exploration expenses for the year ended December 31, 2024, increased by $60,302 compared to the corresponding period in 2023, due in part to S-K 1300 disclosures, and maintenance of access road and equipment, and ongoing modeling activities.

Legal and accounting costs decreased by $3,140, or 3%, totaling $112,623 for the year ended December 31, 2024. Meanwhile, Management and administrative expenses decreased by $85,688, or 21%, primarily due to a reduction in management salaries, demonstrating the Company's efforts to preserve liquidity.

Liquidity and Capital Resources:

The consolidated financial statements accompanying this report have been prepared assuming the Company will continue as a going concern. As of December 31, 2024, the Company understands it faces liquidity challenges with managing cash to sustain normal operations for the next 12 months.

Long-term strategies involve financing through stock or debt sales and eventual profitability from mining operations. Capital raising efforts are challenging given the current capital market conditions and the broader economic climate in the United States. Company management is actively seeking additional funds through various means, including public offerings, private placements, mergers, option agreements, and external debt, to ensure the Company's viability, and feel confident continuing as a going concern for the next 12 months.

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 9,800,000 shares of common stock and an equal number of common stock purchase warrants, generating gross proceeds of approximately $470,000, including $20,000 in non-cash consideration for vendor services.

Additionally, on November 14, 2024, the Company received a subscription agreement from an investor for 2,600,000 shares of common stock and 2,600,000 common stock purchase warrants for $130,000 (CAD$182,000). As of December 31, 2024, the investor had not received the stock certificates, and the funds remained held in escrow. During February of 2025 the subscription agreement funds were received.

While the Company does not currently have cash sufficient to support aggressive exploration work at South Mountain, we believe that the survivability of Thunder Mountain Gold can be aided by the following:

• On December 31, 2024, the Company had cash and cash equivalents of $481,322.

• Subsequent to December 31, 2024, the Company sold 2.6 million common shares for US$130,000 that has been collected on February 24, 2025.

• Management and the Board have not undertaken plans or commitments that exceed the cash available to the Company beyond fiscal year 2025. We do not include in this consideration any future financing. Management is committed to managing expenses of all types with the cash on-hand.

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.

As of December 31, 2024, we had current assets of $647,224. 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. If it turns out that we do not have enough cash to complete our exploration programs, we will make every effort to raise additional funds from public offerings, sale of liquid stock or loans.

• On March 10, 2025, we had $438,907 cash in our bank accounts.

• We do not include in this consideration any option payments mentioned below.

• 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, 2024, the Company reports net cash used by operating activities of $539,287 compared to cash used by operating activities of $543,995 in 2023. During the year ended December 31, 2024, the net cash source from investing activities was $384,981, which was generated from the sale of BeMetals common stock. As of December 31, 2024, the Company reported net cash provided by financing activities of $465,000. This amount primarily reflects proceeds from the completion of a private placement of units, which included the issuance of 12,400,000 shares of common stock and an equal number of common stock purchase warrants, resulting in gross cash proceeds of $470,000, and a subscription agreement for the purchase of 2,600,000 shares of common stock, resulting in a noncash transaction of $130,000 for the period ended December 31, 2024. The total was offset by an annual lease payment of $5,000 made to a non-controlling interest holder (See Note 3).

The Company reported a net cash increase of $310,694 for the year ended December 31, 2024, compared to a net cash decrease of $512,090 for the same period in 2023.

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.

Contractual Obligations

The Company holds two leases pertaining to land parcels adjacent to and adjoining the South Mountain Project. The details of these leases are as follows:

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 includes an option to extend for an additional ten years at a revised rate of $30 per acre. Beginning on the 17th anniversary of the lease, the rate increases to $50 per acre, payable in the form of an advanced royalty, through the 30th anniversary. Thereafter, the lease rate will further increase to $75 per acre.

For the year ended December 31, 2024, total lease payments amounted to $3,390. Effective June 2025, upon entering the 17th year of the lease term, the annual lease payment will increase to $5,650, reflecting the rate adjustment to $50 per acre for the 113-acre property.

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. Similar to the Acree Lease, the Lowry Lease incorporates an option to extend for an additional 10 years at a revised rate of $30 per acre. Following the passing of the original lessors, the lease was inherited by Michael Lowry, their son. The lease expires on October 24, 2025.

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 pays an advance of $5,000 net returns royalty to OGT annually on November 4 which is distributed to OGT's minority member.

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

(1) Amounts shown are for the lease periods years 15 through 16, a total of 2 years that remains after 2021, the lease was extended an additional 10 years at $30/acre after 2014.

(2) The Lowry lease has an early buy-out provision for 50% of the remaining amounts owed in the event the Company desires to drop the lease prior to the end of the first seven-year period.

(3) OGT LLC, managed by the Company's wholly owned subsidiary SMMI, receives a $5,000 per year payment for up to 10 years, or until a $5 million capped NPI Royalty is paid. After 10 years, the advanced royalty payments cease.

(4) The Lowry Lease payments for 2-3 years, and beyond is estimated based upon current lease extension discussions.

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.