UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended SeptemberJune 30, 20172019

OR

¨  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to  __________

Commission File Number:  001-08429

THUNDER MOUNTAIN GOLD, INC.

(Exact name of Registrant as specified in its charter)

Securities registered pursuant to Section 12(g) of the Act:

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   x   Yes  ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x  Yes¨  No

Indicate by check mark whether the Registrant is  ¨  a large accelerated filer,¨  an accelerated file,¨x  a non-accelerated filer,x  a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act)or¨ an emerging growth company

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

¨  Yes  xx   No

Number of shares of issuer’sissuer’s common stock outstanding at November 1, 2017:  55,095,579August 13, 2019:  60,133,879

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TABLE OF CONTENTS

Item 2.  Management's Discussion and Analysis or Plan of Operation16

13

Item 3.  Quantitative and Qualitative Disclosures about Market Risk25

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Item 4.  Controls and Procedures25

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

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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 accompanyingThese unaudited interim consolidated financial statements have been prepared by the management of the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, as well as the instructions to the Form 10-Q.information. Accordingly, the financial statementsthey do not include all of the information and footnotes required by U.S. GAAPgenerally accepted accounting principles for complete consolidated financial statements. In the opinion of ourthe Company’s management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim consolidated financial statements have been included.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of the Company's financial position and results of operations. Operating results for the nine-month periodsix months ended SeptemberJune 30, 20172019 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2017. 2019.

For further information refer to the financial statements and the footnotes thereto in our Annual Report on Form 10-Kthe Company’s audited financial statements for the year ended December 31, 2016.2018 as filed with the Securities and Exchange Commission.

The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern.The Company is an exploration stage company and has historically incurred losses, and does not havehowever, currently has sufficient cash at SeptemberJune 30, 20172019 to fund normal operations for the next 12 months. TheWith the signing of the BeMetals Option Agreement (Note 3), the Company now has noa recurring source of revenue, and its ability to continue as a going concern is no longer just dependent on equity capital raises and borrowings.  The Company continues to have the Company’s ability to raise capital in order to fund its future exploration and working capital requirements. The Company’s plans for the long-term return to and continuation as a going concern include financing the Company’s future operations through sales of its common stock and/or debt and the eventual profitable exploitation of its mining properties. These factors raise substantial doubt about

On February 27, 2019, the Company entered into an Option Agreement, (the “BeMetals Option Agreement”) with BeMetals Corp. Under the terms of the BeMetals Option Agreement, BMET USA will be entitled to purchase 100% of the issued and outstanding shares of South Mountain Mines, Inc. (“SMMI”) from Thunder Mountain Resources, Inc. (“TMRI”), both wholly owned subsidiaries of the Company. The term of the agreement is for two years with BeMetals completing a preliminary economic assessment ("PEA") completed by a mutually agreed third-party engineering firm. Over its term, this agreement requires cash payments to the Company of $1,350,000 - $1,100,000 in cash and $250,000 in exchange for shares of the Company’s ability to continue as a going concern. The Company is currently investigating a numbercommon stock.  Through June 30, 2019, cash proceeds of alternatives$100,000 and $250,000 in exchange for raising additional capital with potential investors, lessees and joint venture partners.

The consolidated financial statements do not include any adjustments that might be necessary shouldshares of the Company be unable to continue as a going concern. If the going concern basis was not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.

Reclassifications

Certain reclassificationsCompany’s common stock have been madereceived.  In the event that BeMetals decides not to conform prior period’s dataproceed with the South Mountain Project, BeMetals will not be obligated to the current presentation. These reclassifications have no effect on previously reported operations, stockholders’ equity (deficit) or cash flows.make any additional payments.  See Note 3 for further information.

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 effective November 6, 2016, a company in which the Company owns 75% and has majority control, Owyhee Gold Trust, LLC (“OGT”).   Intercompany accounts are eliminated in consolidation.

The Company has established 75% ownership and full management of OGT.  Thus, OGT’s financial information is included 100% in the Company’s consolidated financial statements since November 6, 2016.    The Company’s consolidated financial statements reflect the other investor’s 25% non-controlling, capped interest in OGT.   See Note 3 for further information.    Intercompany accounts are eliminated in consolidation.

Accounting Estimates

The preparation of 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, stock

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based compensation and the fair value of financial and derivative instruments.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.

Cash and cash equivalentsRevenue Recognition

For the purposes of the balance sheet and statement of cash flows,Management service revenue is recognized when the Company considers all highly liquid investments withhas satisfied its performance obligation required under its management contract.    Such obligation is satisfied over time as work is performed and the Company has a maturity of three months or less when purchasedcontractual right to be a cash equivalent.payment.   

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.

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. At June 30, 2019, the Company has one financial asset, investment in equity security, that is adjusted to fair value on a recurring basis for which the fair value is determined based on Level 1 inputs as the equity security is traded on a stock exchange.  The Company has no financial assets or liabilities that are adjusted to fair value on a recurring basis.

Financial Instruments

The Company’s financial instruments include cash and cash equivalents, investment in equity security and related party notes payable the carrying value of which approximates fair value based on the nature of those instruments.

Investments

The Company determines the appropriate classification of investments at the time of acquisition and re-evaluate such determinations at each reporting date. Equity securities determined to be marketable are carried at fair value determined using Level 1 fair value measurement inputs with the change in fair value recognized in the Consolidated Statement of Operations each reporting period.

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 occur.  Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method based on the basis of periodic estimates of ore reserves. Mineral properties are periodically assessed for impairment of value and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are based on the estimated useful lives of the assets and are computed using straight-line or units-of-production methods. The expected useful lives of most of the Company’s equipment ranges between 3 and 10 years. When assets are retired or sold, the costs and related allowances for depreciation and amortization are eliminated from the accounts and any resulting gain or loss is reflected in operations.

Investments in Joint Venture

The Company’s accounting policy for joint ventures is as follows:

1.

The Company uses the cost method when it does not have joint control or significant influence in a joint venture. Under the cost method, these investments are carried at cost. If other than temporary impairment in value is determined, it would then be charged to current net income or loss.

2.

If the Company enters into a joint venture in which there is joint control between the parties or the Company has significant influence, the equity method is utilized whereby the Company’s share of the ventures’venture’s earnings and losses is included in the statement of operations as earnings in joint ventures and its investments therein are adjusted by a similar amount. If other than temporary impairment in value is determined, it would then be charged to current net income or loss.

3.

In a joint venture where the Company holds more than 50% of the voting interest and has significant influence, the joint venture is typically consolidated with the presentation of non-controlling interest.  In determining whether significant influences exist, the Company considers its participation in policy-making decisions and its representation on the

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venture’s management committee. See Note 3 regarding the Company’s accounting for its investment in Owyhee Gold Trust, LLC,LLC. 

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.

After the initial measurement of the asset retirement obligation, the liability is adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation.

Determination of any amounts recognized upon adoption is based upon numerous estimates and assumptions, including future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates.

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.

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 statement of operations over the vesting period.  

Recent Accounting Pronouncements

Accounting Standards Updates Adopted

In November 2015,February 2016, the Financial Accounting Standards Board ("FASB"(“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-17 Income Taxes - Balance Sheet Classification of Deferred Taxes2016-02 Leases (Topic 740)842).  The update is designedmodified the classification criteria and requires lessees to reduce complexityrecognize the assets and liabilities on the balance sheet for most leases.  The update was effective for fiscal years beginning after December 15, 2018, with early adoption permitted.  Adoption of reporting deferred income tax liabilities and assets into current and non-current amounts inthis update as of January 1, 2019 did not have a statement ofmaterial impact on the Company’s consolidated financial position.statements.

In June 2018, the FASB issued ASU No. 2015-17 requires2018-07 Compensation - Stock Compensation (Topic 718):  Improvements to Nonemployee Share-Based Payment Accounting.  The update involves simplification of several aspects of accounting for

nonemployee share-based payment transactions by expanding the presentationscope of deferred income taxes, changesTopic 718 to deferred tax liabilitiesinclude nonemployee awards.  The update was effective for fiscal years beginning after December 15, 2018, and assets be classifiedinterim periods within those fiscal years, with early adoption permitted.  Adoption of this update as non-currentof January 1, 2019 did not have a material impact on the Company’s consolidated financial statements.

Accounting Standards Updates to Become Effective in Future Periods

In August 2018, the statement of financial position.FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820):  Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.  The update removes, modifies and makes additions to the disclosure requirements on fair value measurements.  The update is effective for fiscal years beginning after December 15, 2016.  The2019, with early adoption permitted.  Management is evaluating the impact of this update on January 1, 2017 had no impact on the consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09 Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The update simplifies the accounting for stock-based compensation, including income tax consequences and balance sheet and cash flow statement classification of awards. The update is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The adoption of this update on January 1, 2017 had no impact on the consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The update provides guidance on classification for cash receipts and payments related to eight specific issues. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of implementing this update on the consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business. The update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company will apply the provisions of the update to potential future acquisitions occurring after the effective date.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows orCompany’s fair value measurement disclosures.

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Net Income (Loss) Per Share

The Company is required to have dual presentation of basic earnings per share (“EPS”) and diluted EPS.  Basic EPS is computed as net income (loss) divided by the weighted average number of common shares outstanding for the period. Diluted EPS is calculated based on the weighted average number of common shares outstanding during the period plus the effect of potentially dilutive common stock equivalents, including options and warrants to purchase the Company’s common stock. The potential dilutive common stock equivalents for each period are as follows:

As of SeptemberJune 30, 2017, and 2016,2019, stock options were excluded from the calculation of diluted earnings per share because the options’ exercise prices were not lower than the average share price during the periods.  As of June 30, 2018, potentially dilutive common stock equivalents are not included in the calculation of diluted earnings per share as their effect would have been anti-dilutive are:anti-dilutive.

2.  Commitments

Commitments

During 2008 and 2009, threeThe Company has two lease arrangements were made with land ownerslandowners that own land parcels adjacent to the Company’s South Mountain patented and unpatented mining claims.  The leases were originally for a seven-year period, with annual payments based onof $20 per acre.  The leases were renewed for an additional 10 years at $30 per acre paid annually, theseannually; committed payments are listed in the table below. The lease payments have no work requirements.

The Company has 78 unpatented claims (1,600 acres) in the Trout Creek area and 21 unpatented claims in the South Mountain area. The claim fees are paid on these unpatented claims annually as follows:

3.    South Mountain Project

BeMetals Option Agreement:

On March 21, 2011,February 27, 2019, the Company signedentered into an exploration agreementOption Agreement, (the “BeMetals Option Agreement”) with Newmont Mining CorporationBeMetals Corp., a British Columbia corporation (“Newmont”BeMetals”) on the Trout Creek Project that significantly expands the Trout Creek target area. Newmont’s private mineral package added to the Project surrounds the Company’s South Mountain claim group, and consistsBeMetals USA Corp., a Delaware corporation (“BMET USA”), a wholly owned subsidiary of about 9,565 acres within a thirty-square mile Area of Influence defined in the agreement.BeMetals.   Under the terms of the BeMetals Option Agreement, BMET USA will be entitled to

purchase 100% of the issued and outstanding shares of SMMI from TMRI, both wholly owned subsidiaries of the Company. SMMI is the Company’s subsidiary that holds the Company’s investment in the South Mountain project mineral interest.   The term of the agreement is for two years with BeMetals completing a preliminary economic assessment ("PEA") completed by a mutually agreed third-party engineering firm.

Pursuant to the BeMetals Option Agreement, BMET USA will be entitled to purchase 100% of the outstanding shares of SMMI from TMRI if the following obligations are satisfied: 

Tranche 1: cash payment of $100,000 to TMRI within 1 business day of delivery of voting support agreements from shareholders of THMG who hold or control shares carrying more than 50% of the voting rights attached to all outstanding THMG Shares.  Payment was received on March 5, 2019 and is nonrefundable.  

Tranche 2: within 3 business days following satisfaction of the Tranche 2 conditions (as defined and described below - the "Tranche 2 Completion Date"): 

issuance of 10 million common shares in the capital of BMET USA to TMRI; and 

BMET USA purchase of 2.5 million shares of THMG common stock at a price of $0.10 per share, for an aggregate purchase price of $250,000, on a private placement basis.  

Tranche 3: cash payment of $250,000 on or before the 6-month anniversary of the Tranche 2.  

Tranche 4: cash payment of $250,000 on or before the 12-month anniversary of the Tranche 2.  

Tranche 5: cash payment of $250,000 on or before the 18-month anniversary of the Tranche 2.  

Tranche 6: cash payment of $250,000 plus an additional payment paid in in cash, BMET USA common shares or a combination of both.  The calculation of the additional payment is an amount equal to the lesser of 50% of the market capitalization of BeMetals at the time, and the greater of either $10 million; or 20% the net present value of the South Mountain Project as calculated in a PEA.   

The “Tranche 2 Completion Date” as defined by the Option Agreement is subject to several conditions, including, among other things: 

all requisite consents and regulatory approvals, including Exchange Approval;   

approval of the shareholders of THMG which has been received from 53.24% of shareholders holding or controlling the issued and outstanding shares of the Company as of February 28, 2019;  

delivery by THMG of a title opinion in respect of the South Mountain Project (including opinions relating to OGT, SMMI's ownership interest in OGT and TMRI ownership of SMMI Shares) (the "Title Opinion"), and related corporate legal opinions (met as of May 1, 2019);  

delivery by THMG of an updated technical report in respect of the South Mountain Project, re-addressed to SMMI and BMET USA and with such amendments as required to satisfy Exchange requirements (met as of May 6, 2019); and  

entry into the management contracts as defined by the Option Agreement (met as of May 13, 2019).  

Tranche 2 was completedon June 10, 2019.  Asper the agreement, BeMetals purchased 2,500,000 shares of the Company’s common stock for $250,000 in cash.  In addition, as per the agreement, the Company is responsible for conductingreceived 10,000,000 shares of BeMetals common stock that had a fair value of $1,883,875 on the exploration program and is obligated to expend a minimum of $150,000 over the ensuing two years, with additional expenditures possible in future years.  Tranche 2 Completion Date.

On October 1, 2015, To date,the Company signed an Amendment with Newmont USA Limited that modifieshas received consideration of$100,000 in cash and extends$ 1,883,875 in BeMetals common stock. Prior to the original Trout Creek Joint Exploration Agreement. The extension allowsagreement, the Company modified work commitments oncarrying value of the project reducingCompany’s investment in the annual amount to $150,000 of work obligations by October 31, 2016.

On October 27, 2016, the Company decided to terminate the exploration agreement with Newmont.South Mountain mineral interest was $ 479,477. The Company still retains 78 unpatented claims (1,600 acres) in Trout Creekrecognized a gain on mineral interest of $1,504,398 during the target area.  The Company pays annual feessix months ended on June 30, 2019.

Concurrent with the BeMetals Option Agreement, BMET USA and SMMI entered into a management contract whereby BMET USA will pay $25,000 monthly to BLM of $3,255SMMI for management services to enable BMET to perform exploration and Lander County $940 fees in maintaining the property.

On November 4, 2016, the Company agreeddevelopment work with respect to pay its former partner $5,000 per year in advanced royalties on the South Mountain Project. See Note 3 regarding royalty requirements for the South Mountain Project.

3.

South Mountain Project

On November 8, 2012, the Company, through its wholly-owned subsidiary South Mountain Mines, Inc., (“SMMI”), and Idaho State Gold Company II, LLC (“ISGC II”) formed the Owyhee Gold Trust, LLC, (“OGT”) a limited liability company. In 2015 and through November 2016, disagreements between SMMI and ISGC II resulted in litigation about the statusManagement service income of OGT.      In November 2016, the parties entered into judicially-confirmed Settlement Agreement and Release that resolved outstanding disagreements, and provided for a new operating agreement by which SMMI obtained an option to acquired 100% of OGT’s interest$50,000 was recognized in the South Mountain Project.three and six month periods ended June 30, 2019.

Under the new

SMMI Joint Venture – OGT operating agreement,

The Company’s wholly owned subsidiary SMMI is the sole manager and pays all expenses for exploration and development of the property.  SMMI and ISGC II have 75% and 25% ownership, respectively,South Mountain Project in OGT.  SMMI and OGT haveits entirety through a separate Mining Lease with Option to Purchase (“Lease Option”) under which SMMI has an option to purchasewith the South Mountain mineral interest forCompany’s majority-owned subsidiary OGT.  The Lease Option includes a capped $5 million less net returns royalties paid through the date of exercise.  The Lease Option expires

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in November 2026.  If SMMI exercises the option, the option payment of $5 million less advance royalties will be

distributed 100% by OGT to ISGC II.OGT’s minority member.  Under the Lease Option, SMMI pays aan advance $5,000 net returns royalty to OGT annually on November 4.4 which is distributed to OGT’s minority member.

During 2015 and through the settlement date (November 6, 2016), the Company managed the South Mountain mineral interests and recognized expenses as Company expenses.

The carrying value of the mineral property is $479,477 at both September 30, 2017 and December 31, 2016.

4.  Property and Equipment

The Company’s property and equipment are as follows:

On August 22, 2017, the Company’s board of directors approved a resolution to sell a Caterpillar 950G loader to a construction company in the amount of $41,000 cash. This asset had a carrying value of $42,021 resulting in a loss on sale of equipment of $1,021.

5.  Related Parties Notes Payable

At January 1, 2016,December 31, 2018, the Company had notes payable balances of $84,268$56,768 and $86,808$69,808 with Eric Jones, the Company’s President and Chief Executive Officer and Jim Collard, the Company’s Vice President and Chief Operating Officer, respectively.  These notes, as amended, bear interest at 1.0% to 2.0% per month and are due December 31, 2019. On February 14, 2019 and May 9, 2019, Eric Jones loaned an additional $10,000 and $30,000, respectively, at an interest rate of 1.5% per month and initially payable in full on June 30, 2019 bringing his balance at June 30, 2019 to $96,768.  Mr. Jones was paid $20,000 on July 2, 2019 and the due date of the remaining balance of $10,000 was extended to December 31, 2019.

On January 18, 2016, the Company initiated a private offering for an aggregate 6,700,000 shares of common stock.  In connection with this offering, Jim Collord and Eric Jones exchanged $25,000 each of their related notes payables for a total of 1 million shares.    On November 15, 2016, Jim Collord exchanged an additional $2,000 to exercise warrants and received 20,000 shares of common stock.

On July 8, 2016,2019, the Company executed two newa promissory notesnote payable to Eric Jones and Jim Collord.with Paul Beckman, a director of the Company.  The amount of the notesnote was $15,000 and $10,000 respectively, for a total of $25,000.  The terms of these note are a 2%at an interest rate accruedof 1.5% per month for a termthe amount was paid on June 17, 2019 with interest of two months.  During the year ended December 31, 2016, the Company paid $17,500 on Mr. Jones’ outstanding note balance.  At September 30, 2017 and December 31, 2016, the notes payable balances were $56,768 and $69,808 for Mr. Jones and Mr. Collord, respectively.  These notes, as amended, are due December 31, 2017$736.

On June 21,October 25, 2017 the Company originated a short term promissory notes payable to a Director of the Company, Paul Beckman. The note has a principal amount of $20,000 with simple interest calculated at 1% per month. On July 19, 2017,received $100,000 from Mr. Beckman exercised stock optionsunder aconvertible promissory note.  On February 26, 2018, Mr. Beckman participated in the Company’s Private Placement and acquired 1,000,000 Units for 275,000 shares$140,000.  A portion of common stock for total consideration of $28,275 whichthis amount was in the formexchange for retirement of the balance due on hisMr. Beckman’s convertible note payable of $100,000 and accrued interest payable of $20,000 and $125, respectively, and $8,150 in cash.  $4,012. After this transaction, the Company had no remaining obligation under the convertible note agreement with Mr. Beckman.

6.

Related Party Transactions:Transactions

In addition to the related parties notes payable discussed in Note 5, the Company had the following related party transactions.  

Three of the Company’s officers arebegan deferring compensation for services.  At Septemberservices on April 1, 2015. On July 31, 2018, the Company stopped expensing and deferring compensation for the three Company officers in the interest of marketing the SMMI project. As part of the BeMetals agreement (Note 3), the Company resumed compensation for these officers on May 15, 2019. The officers deferred compensation balances at June 30, 2017, the amounts due them2019 are as follows:  Eric Jones, President and Chief Executive Officer - $320,000$432,000 (December 31, 2016 – $230,000),2018 - $420,000); Jim Collord, Vice President and Chief Operating Officer - $320,000$423,000 (December 31, 20162018 - $230,000),

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$420,000); and Larry Thackery, Chief Financial Officer - $162,500$208,500 (December 31, 20162018 - $108,500)$201,500).     Compensation expense for services performed by these related parties was $78,000 and $78,000 during the quarters ended September 30, 2017 and 2016, respectively and $234,000 and $231,000 during the nine months ended September 30, 2017 and 2016, respectively.  

The Company engagedengages Baird Hanson LLP (“Baird”), a company owned by one of the Company’s directors, to provide legal services. Baird hadDuring the year ended December 31, 2018, the Company incurred $65,530 in legal expense with Mr. Baird. There was no legal expensesexpense for the six-month period ended in 2017.  Legal expenses of $54,000 were incurred during the nine months ended September2019.  At both June 30, 2016.   At September 30, 20172019 and December 31, 2016,2018, the balance due to Baird is $181,313.  was $241,685.  

DuringSince 2017, Jim Collord and Eric Jones havehas advanced funds to the Company for operating expenses. The balances due them on Septemberbalance of Mr. Jones’ advances at June 30, 2017 were $5,0352019 and $10,971, respectively,December 31, 2018 was $17,046 and are$20,971, respectively; the balance is included in Accountsaccounts payable and other accrued liabilities on the consolidated balance sheet. At June 30, 2019 and December 31, 2018, the Company has a payable to Jim Collord of $35,476 and $33,167, respectively, attributed to reimbursement of expenses for SMMI project.   The balance is included in accounts payable and other accrued liabilities on the consolidated balance sheet.

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.

In January 2016,On February 20, 2018, the Board of Directors approved a Private Placement financing of up to $750,000 from the sale of equity units at a price of $0.14 per unit.  Each unit consisted of one share of the Company’s common stock and one-half of one common share purchase warrant.  Each whole warrant entitles the holder to purchase one additional share of common stock of the Company at a price of $0.20 for a period of 12 months. On April 27, 2018 the Company closed its Private Placement. The Company sold 5,700,000Units representing a total of 2,550,000 shares of common stock atand 1,275,000 common stock purchase warrants for total proceeds of $357,000.    Of this amount, $252,988 was received in cash and $104,012 was in exchange for retirement of a rateconvertible note payable and related accrued interest payable.   See Note 5.

Asper the agreement, BeMetals purchased 2,500,000 shares of $0.05the Company’s common stock for $285,000.  In addition, Mr. Jones$250,000 in cash.  See Note 3 

At June 30, 2019 and Mr. Collord exchanged $50,000 of their notesDecember 31, 2018, the Company has outstanding (see Note 4) into 1,000,000warrants for nil and 1,275,000, respectively shares of common stock at the same rate of $0.05 per share.    There were no warrants issued with the shares.

On May 12, 2016, the Company extended the expiration 4,365,000 outstanding warrants issued during 2014 for an additional six months to November 24, 2016.  The Company also reduced the exercise price from $0.15 to $0.10.

In 2016, warrant holders exercised 3,590,000 warrants for shares of common stock at a price of $0.10 per share for proceeds of $359,000.  In addition, warrants for 203,030 shares of common stock were exercised at $0.10 in exchange for accounts payable balances totaling $20,434.  As disclosed in Note 4, Jim Collard exercised warrants for 20,000 shares of common stock in exchange for a $2,000 payment towards his note payable balance. At September 30, 2017, the Company has no outstanding warrants.

8.

Stock Options

The Company has established a Stock Option Incentive Plan (“SIP”) to authorize the granting of stock options up to 10 percent of the total number of issued and outstanding shares of common stock to employees, directors and consultants. Upon exercise of options, shares are issued from the available authorized shares of the Company.

Option awards are generally granted with an exercise price equal toof $0.20 that expires in 2019.    During the fair market value of the Company’s stock at the date of grant. six month period ended June 30, 2019, no warrants were issued or exercised, and 1,275,000 warrants expired unexercised.

8.Stock Options

Effective March 21, 2017In June 2019, the Company granted 600,0001,325,000 stock options to officers andthree Directors directors of the Company.The options are exercisable on or before March 31, 2022 at a25, 2024 and have an exercise price of $0.10 for 200,000 shares, and at a price of $0.09 for the remaining 400,000 shares.  After this grant, the Company has 5,115,000 outstanding stock options that represent 9.4% of the issued and outstanding shares of common stock.$0.09.  The fair value of the options was determined to be $53,558$117,088 using the Black Scholes model.  The options were fully vested upon grant and the entire fair value was recognized as compensation expense during the quartersix months ended March 31, 2017.June 30, 2019.    

On July 19, 2017, Paul Beckman exercised stock options representing 275,000 shares of common stock for total consideration of $28,275 which was in the form of the balance due on his note and accrued interest payable of $20,000 and $125, respectively, and $8,150 in cash.  Additionally, Larry Thackery exercised stock options for 140,000 shares of common stock for $12,400 in cash.

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

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The following is a summary of the Company’s options issued and outstanding under the Stock Option Incentive Plan:

The average remaining contractual term of the options outstanding and exercisable at September 30, 2017March 31, 2019 was 3.232.78 years.  As of SeptemberJune 30, 2017,2019, options outstanding and exercisable had a $589,098no aggregate intrinsic value based on the Company’s stock price of $0.21.value.

9.

Subsequent Events

On October 25, 2017, the Company borrowed $100,000 from Paul Beckman in the form of a note payable.   The note bears simple interest of 1% per month, has a term of six months, and contains a conversion option at $0.18 per common share. 

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Item 2.  Management's Discussion and Analysis or Plan of Operation

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:

FORWARD LOOKING STATEMENTS: The following discussion may contain forward-looking statements that involve a number of risks and uncertainties. Factors that could cause actual results to differ materially include the following: inability to locate property with mineralization, lack of financing for exploration efforts, competition to acquire mining properties; risks inherent in the mining industry, and risk factors that are listed in the Company's reports and registration statements filed with the Securities and Exchange Commission.

The Company’s financial position remained unchanged during the first nine months of 2017, as metals commodity markets seem to have improved during this period.  Junior mining equity markets may strengthen periodically in response to favorable price movements in certain metals during 2017 and 2018, providing some companies with the opportunity to take advantage of short periods of positive sentiment in the market. However, until capital markets in the Junior Mining space become favorable, equity financing in the mining industry will remain challenging. Analyst estimates for the remainder of 2017 and first half of 2018 are for stabilizing precious metals markets, along with stable and improving prices for zinc, copper and lead.   

On February 27, 2019, the Company entered into an Option Agreement, (the “BeMetals Option Agreement”) with BeMetals Corp. Under the terms of the BeMetals Option Agreement, BMET USA will be entitled to purchase 100% of the issued and outstanding shares of South Mountain Mines, Inc. (“SMMI”) from Thunder Mountain Resources, Inc. (“TMRI”), both wholly owned subsidiaries of the Company. The term of the agreement is for two years with BeMetals completing a preliminary economic assessment ("PEA") completed by a mutually agreed third-party engineering firm. Over its term, this agreement requires cash payments to the Company continuedof $1,350,000 - $1,100,000 in cash and $250,000 in exchange for shares of the Company’s common stock.  Through June 30, 2019, cash proceeds of $100,000 and $250,000 in exchange for shares of the Company’s common stock have been received.   In the event that BeMetals decides not to operate on a limited budget during 2017 while funding the maintenance ofproceed with the South Mountain Project, during whichBeMetals will not be obligated to make any additional financing is being sought for the Project.  payments.  

The Company’s plan of operation for the next twelve months subject to business conditions, will be to continueprovide support to developBeMetals Corp. during their option period and help ensure that the South Mountain ProjectPEA is completed on schedule and complete an industry standard Economic Analysis. The Company has engaged SRK Consulting (Reno)within budget.

While South Mountain is the Company`s main focus, work to oversee and complete this work. Work onadvance the Trout Creek Project will also continueoccur in 2017, although the 2019 as time and available capital allows.

South Mountain Project – Planned 2019 Resource Expansion Drilling Program

Under the Option Agreement, BeMetals plans to drill approximately 20 holes for some 8,000 feet (2,500 meters) from five underground drilling platform locations within the Sonneman adit. The drilling program is designed to test potential down plunge extensions to the mineralized zones and confirm the grade distribution of the current polymetallic mineral resource. Exploration and delineation of the Texas Zone will still remainalso be a focus, where the focus.potential exists for an increased copper component to the mineralization based upon historical mining records. This program is the start of providing a first phase of new drilling data towards the completion of a preliminary economic assessment study in 2020.   

Long Section of Sonneman Level, (Looking northeast), showing initial 14 borehole locations

Over the past few months, BeMetals and Thunder Mountain Gold have formed a project team that is focused on advancing South Mountain and is based in Boise, Idaho.  This team includes key management of Thunder Mountain Gold Inc., who have coordinated re-establishment of the Project site for the start of drilling.  In addition, BeMetals has appointed a project manager and project geologist for this team. Recent work at the Project included; grading of access road sections to the site, reconnecting the electrical power system generated onsite, and restarting of the underground ventilation system.

During this exploration program at South Mountain, expected to begin in earnest in late July, BeMetals plans to complete a total of about 20 holes with approximately 8,000 feet (2,500 metres) of diamond drilling. Fourteen borehole collars are currently planned and surveyed with a further six positions contingent upon field results of the initial holes.  The Company will drill from the existing underground workings in the Sonneman Level as drilling from underground will provide more accurate and cost-effective drilling than from the surface.  The drilling will be conducted, in general, as a series of fans from five drill platform locations within the existing Sonneman level.  Two to five holes will be drilled from each platform in order to test the down plunge extension of the deposit below previously stoped areas.  See Figures 1 and 2 below for the drill platform locations, the initially planned 14 boreholes, and targeted mineralized zones from the results of previous underground rib sampling of the Sonneman Level ribs at South Mountain.

South Mountain Project, Owyhee County, Idaho - Background

The South Mountain Project is considered an advanced stage, high-grade zinc-silver exploration or pre-development project. The land package at South Mountain consists of a total of approximately 1,518 acres, consisting of (i) 17 patented mining claims (326 acres)encompassing approximately 326 acres, 21 unpatented mining lode claims covering approximately 290 acres, and approximately 489 acres of leased private land. In addition, the project owns 360 acres of private land; (ii) lease on private ranch land (542 acres); and, (iii) 21 unpatented lode(mill site) not contiguous with the mining claims on BLM managed land (290 acres).claims. All holdings are located in the South Mountain Mining District, Owyhee County, Idaho.

The property is located approximately 70 air miles southwest of Boise, Idaho and approximately 24 miles southeast of Jordan Valley, Oregon. It is accessible by highway 95 driving south from the Boise area to Jordan Valley Oregon, then by traveling southeast approximately 22 miles back into Idaho, via Owyhee County road that is dirt and improved to within 4 miles of historic mine site. The last 4 miles up the South Mountain Mine road are unimproved dirt road. The property is accessible year-round to within 4 miles of the property, where the property is accessible from May thru October without plowing snow. There is power distribution within 4 miles of the site as well. The climate is considered high desert. The Company has water rights on the property, and there is a potable spring on the property that once supplied water to the main camp.

PropertySouth Mountain History

The limited historic production peaked during World War II when, based on smelter receipts, the production of direct shipped ore totaled 53,653 tons containing 3,118 ounces of gold, 566,439 ounces of silver, 13,932 pounds of copper, 2,562,318 pounds of lead and 15,593,061 pounds of zinc.  In addition to the direct-ship ore, a flotation mill was constructed and operated during the late-1940s and early-1950s.

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Anaconda Crude Ore Shipments: 1941-1953 Total Tons:  53,653

South Mountain Mines Inc. (an Idaho Corporation) owned the patented claims from 1975 to the time the Company purchased the entity in 2007. They conducted extensive exploration work including extending the Sonneman Level by approximately 1,500 feet to intercept the down-dip extension of the Texas sulfide mineralization mined on the Laxey Level approximately 400 feet up-dip from the Sonneman.  High grade sulfide mineralization was intercepted and confirmed on the Sonneman Extension.  In 1985 South Mountain Mines Inc. completed a feasibility study based on historic and newly developed ore zones exposed in their underground workings and drilling.  This resulted in a historic resource of approximately 470,000 tons containing 23,500 ounces of gold, 3,530,000 ounces of silver, 8,339,000 pounds of copper, 13,157,000 pounds of lead and 91,817,000 pounds of zinc. Although they determined positive economics, and that the resource was still open at depth with a large upside potential, the project was shut down and placed into care and maintenance.

In 2008, the Company contracted Kleinfelder, Inc., a nationwide engineering and consulting firm, to complete a technical report “Resources Data Evaluation, South Mountain Property, South Mountain Mining District, Owyhee County, Idaho”. The technical report was commissioned by Thunder Mountain Resources, Inc. to evaluate all the existing data available on the South Mountain property.  Kleinfelder utilized a panel modeling method using this data to determine potential mineralized material remaining and to make a comparison with the resource determined by South Mountain Mines in the mid-1980s.  

Additional drilling and sampling will be necessary before the resource can be classified as a mineable reserve, but Kleinfelder’s calculations provided a potential resource number that is consistent with South Mountain Mines’ (Bowes 1985) reserve model.

Late inIn 2009, the Company contracted with Northwestern Groundwater & Geology to incorporatea third-party consulting firm that incorporated all the new drill and sampling data into an NI 43-101 Technical Report.  This report was completed as part of the Company’s dual listing on the TSX Venture Exchange in 2010.

In January of 2018, the Company engaged Hard Rock Consulting LLC (HRC) from Denver Colorado to update the South Mountain Project 43-101. HRC concluded that significant potential exists to increase the known mineral resource with additional drilling, as well as to upgrade existing mineral resource classifications with additional infill drilling.  HRC also determined that the conceptual geologic model is sound, and, in conjunction with drilling results, indicates that mineralization is essentially open in all directions, and is continuous between underground levels and extends to the surface.  

HRC also noted that:

THMG technical staff has thorough understanding of the geology of the South Mountain Project, and that the appropriate deposit model is being applied for exploration.  

Because the Project is largely located on and surrounded by private land, it greatly simplifies Project approvals compared to mining projects involving public lands.    

Initial metallurgical testing demonstrates that the South Mountain massive sulfide/skarn mineralization is amenable to differential flotation and concentration. 

The current mineral resource at the South Mountain Project more than sufficient to warrant continued planning and development to further advance the Project. 

The Technical Report was authored by Ms. J.J. Brown, P.G., SME-RM, Mr. Jeffrey Choquette, P.E., and Mr. Randy Martin, SME-RM, all of Hard Rock Consulting, each of whom is an independent qualified person for the purposes of NI 43-101 The NI 43-101 Technical Report has an effective date of April 7, 2018 and has been filed in Canada on SEDAR in accordance with NI 43-101.  The Report can be reviewed on the Company`s website at www.thundermountaingold.com, or on www.SEDAR.com.www.thundermountaingold.com.

2012 through 2017

Note to United States investors concerning estimates of measured, indicated and inferred resources. 

Disclosure of the NI-43-101 has been prepared in accordance with the requirements of Canadian securities laws, including Canadian National Instrument 43-101 (“NI 43-101”), which differ from the current requirements of the U.S. Securities and Exchange Commission (“SEC”) set out in Industry Guide 7.  The Highlights of South Mountain drillingNI-43-101 section refers to “mineral resources,” “measured mineral resources,” “indicated mineral resources,” and development work:“inferred mineral resources.”  While these categories of mineralization are recognized and required by Canadian securities laws, they are not recognized by Industry Guide 7 and are not normally permitted to be disclosed in SEC filings.  United States investors are cautioned not to assume that all or any of measured, indicated or inferred mineral resources will ever be converted into mineral reserves.  Under Industry Guide 7, mineralization may not be classified as a “reserve” unless the mineralization can be economically or legally extracted at the time the “reserve” determination is made.  "Inferred mineral resources" have a great amount of uncertainty as to their existence and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Disclosure of "contained ounces" in a resource is permitted disclosure under Canadian reporting standards; however, Industry Guide 7 normally only permits issuers to report mineralization that does not constitute "reserves" by Industry Guide 7 standards as in-place tonnage and grade without reference to unit measures.  Accordingly, information contained in this 10-k containing descriptions of South Mountain’s mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of Industry Guide 7.

Highlights of South Mountain NI-43-101 Report:

The assay resultsmost recent THMG drilling program was successful in defining the geometry and confirming the grades of the DMEA and Texas massive sulfide zones. Confirmed intercepts within the model include:

DMEA core hole DM2UC13-13, returned a 91.5-foot true width intercept of 13.79% Zn, 12.75 o.p.t. Ag, 0.08 o.p.t. Au, 0.45% Cu, and 7.07% Pb;  

Texas core hole TX13-03 drilled from 2012 through 2014 pre-development work confirm that there is significant upside to the resource. surface across the zone, returned 11.8 feet true width, assaying 14.08% Zn, 9.01 o.p.t. Ag, 0.01 o.p.t. Au, 1.43% Cu, and 0.35% Pb  

DMEA core hole DM2UC13-17, includes a 42-foot true width intercept of 17.86% Zn, 2.98 o.p.t. Ag, 0.13 o.p.t. Au, 0.18% Cu, and 0.47% Pb;  

Rib channel samples across the DMEA zone on the Sonneman of 130 feet true width, assaying 16.76% Zn, 4.11 o.p.t Ag, 0.09 o.p.t. Au, 0.78% Cu, and 0.38% Pb (pg.38 of the report), including 60 feet true width intercept assaying 25.00% Zn, 3.80 o.p.t Ag, 0.130 o.p.t. Au, 0.38% Cu, and 0.41% Pb 

Details of the Technical Report:

The results further reinforceTable below outlines the exceptional continuity of high-grade zinc/silver mineralization atMineral Resource Statement for the South Mountain along the strikeProject as of April 7, 2018.

Notes:  

1.The effective date of the well-mineralized trend. Bothmineral resource estimate is April 7^th, 2018.  The QP for the estimate is Mr. Randall K. Martin, of Hard Rock Consulting, LLC. and is independent of THMG. 

2.Mineral resources that are not mineral reserves do not have demonstrated economic viability. Inferred mineral resources are that part of the mineral resource for which quantity and grade or quality are estimated on the basis of limited geologic evidence and sampling, which is sufficient to imply but not verify grade or quality continuity. Inferred mineral resources may not be converted to mineral reserves. It is reasonably expected, though not guaranteed, that the majority of Inferred mineral resources could be upgraded to Indicated mineral resources with continued exploration. 

3.The mineral resource is reported at an underground mining cutoff of 6.04% Zinc Equivalent Grade (“ZnEq”) within coherent wireframe models.  The ZnEq calculation and cutoff is based on the following assumptions: an Au price of $1,231/oz, Ag price of $16.62/oz, Pb price of $0.93/lb., Zn price of $1.10/lb. and Cu price of $2.54/lb.; metallurgical recoveries of 75% for Au, 70% for Ag, 87% for Pb, 96% for Zn and 56% for Cu, assumed mining cost of $70/ton, process costs of $25/ton, general and administrative costs of $7.5/ton, smelting and refining costs of $25/ton. Based on the stated prices and recoveries the ZnEq formula is calculated as follows; ZnEq = (Au grade * 43.71) + (Ag grade * 0.55) + (Pb grade * 0.77) + (Cu grade * 1.35) + (Zn grade) 

4.Rounding may result in apparent differences when summing tons, grade and contained metal content. Tonnage and grade measurements are in imperial units.  

The updated resource model does not include any of the remaining polymetallic massive sulfide left in the upper Texaspart of the Laxey zone. Available historic smelter records indicate that approximately 53,642 tons of polymetallic massive sulfide were mined and direct shipped, mostly from this Zone. Historical smelter records indicate zinc values averaging 14.5%, lead 2.4%, copper 1.4%, silver at 10.6 opt, and gold at 0.058 opt (Table 6-2 of the DMEA ore shoots were drilled to defineTechnical Report).

Long Section View of Modeled Estimation Domains. The deposit remains open along strike and down dip in the continuityLaxey marble as shown in Figure 7-4 of up-the updated NI 43-101 Report.

Schematic Long Section of South Mountain Skarn Deposits

Underground Pre-Development Work Completed Since the 2010 and down-dip sulfide mineralization.  Although additional definition drilling is necessary, positive results showed excellent grades and continuity. Additionally,2008 Technical Reports

The reconstruction of the Sonneman and Laxey levelsdrifts continued successfully until January 2014 when the Project went into care and maintenance.  The Sonneman Level advanced 2,711 feet from the portal and is constructed to 12 feet by 12 feet for future development and mining. Approximately 350 feet of drift remains to be rehabilitated to reach the historic Texas massive sulfide zone located at the end of the mine were opened and refurbished, with 2,700 feet of 14 X 14-foot development-ready drifts andold workings.  This advance through this zone will allow for the drill stations developed onand underground drilling to further define the Sonneman level,high-grade resource encountered by William Bowes group in the 1980s.

The historic 2,200-foot long Laxey Level drift has been rehabilitated to 10 feet by 10 feet for approximately 720 feet.  At that point the old tunnel had recently collapsed at an intrusive dike and preparations were being made to advance through the caved area.  This old tunnel was rehabilitated and accessed along with 720 feetits full length in 2008, at which point it intercepted the Texas massive sulfide zone, one of 10’ X 10’ drift rehabilitation onmany that had limited mining during and after the World War II period.  Excellent high-grade massive sulfide is exposed in this area, and the core drilling during 2013 proved its continuity between the Laxey Level.Level and the surface, an up-dip distance of nearly 400 feet.

Underground core holes DM2UC13-13 through DM2UC13-18 have further confirmed the continuity of the DMEA down-dip, enabling the connection between the open visible massive sulfide on the Sonneman, with the earlier core hole intercept drilled some 400 feet below the Sonneman Level from the surface.

Management is very encouraged with the positive drilling results at South Mountain.  With the drift rehabilitation underground, tremendous down dip potential of these high-grade zinc, silver, gold, copper, and lead zones, has emerged, with polymetallic mineralization that could be incorporated into the early years of the South Mountain mine

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plan. Given the associated economic upside of such a scenario, the Company plans to aggressively delineate the full extent of the mineralization at South Mountain.

Figure 2.  Typical long section along strike showing the orientation of the massive sulfide replacement zones at South Mountain, along with and in relation to the two main drifts.

Assays show that rib sampling on the Sonneman reported duringDuring the development of the Sonneman Level during 2012-2013 several massive sulfide mineralized zones were mined through.  HIGHLIGHT:  Rib Sample Results on Sonneman:  80 Feet of 21.9% Zinc, 0.147 opt Gold, 4.76 opt Silver, 0.38% Copper and 0.51% Lead.  

Detailed rib sampling along some of these massive sulfide zones yielded the following results:

Note:Significant THMG Channel Sample channel lengths were 5Intervals – Sonneman Drift

Underground core drilling is planned for extending and upgrading the South Mountain resource - testing the continuity and down-dip extensions of the high-grade polymetallic massive sulfide zones.  The Company plans to  10 feet.  All samples were analyzed by ALS Chemex.

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A detailed underground fan drilling program commenced as soon ascore drill  the surface drilling program was completed.  DrillingDMEA and Laxey zones to complete the confirmation and extensional drilling. Another core drill may be mobilized to focus primarily on the DMEA 2 and Texas Ore Shoot were planned in orderzone to define a mineableextend resources at depth beyond the current inferred resource but unfortunately the program was terminated after the first fan was drilled in the DMEA 2 down dip target.  The results of the drillingarea. In addition, there are summarized below:

Results from the first drill fan testing the down dip extension of the historic DMEA ore zones.

plans to retrieve bulk samples for metallurgical test work. More than 15,000 feet (4,500 meters) have been drilled at South Mountain and included in the model. The South Mountain historic ore zones remain open down-dip on all of the zones encountered (see Figure 2).encountered. The continuingsuccessful drilling successes provesand development work prove that the South Mountain resource continues to grow with potential to increase the resource substantially. A new resource estimate for South Mountain is expected to be ready in September 2017. SRK Consulting has been engaged in April to complete

HRC also reviewed the PEAdata on the anomalous gold-bearing multilithic breccia that was identified by THMG conducting reconnaissance work at South Mountain.

Two underground core rigs are planned  In 2010, five holes were drilled in the anomaly for extendinga total footage of 3,530 feet, and 705 total samples taken every five feet of drill hole. Of the South Mountain resource, and testing705 samples taken, 686 samples contained anomalous gold, or 97% of the high-priority historic ore zones.  One core drill will beginsamples. The highest-grade intercept ran 0.038 ounce per ton.   HRC reviewed the reports done on the DMEAbreccia completed by both Kinross and Laxey zonesNewmont; of note was Newmont’s comparison of the geology to complete the confirmation and extensional drilling, while the other core drill will focus primarily on the Texas zone to extend resources at depth beyond the current inferred resource area. In Addition, bulk samples will be mined for metallurgical test work, which will be orchestratedBattle Mountain Complex in part by SRK Consulting.Nevada.  

Qualified Person – Edward D. Fields is the Qualified Person as defined by National Instrument 43-101 responsible for the technical data reported in this news release.report. .

This property is without known reserves and the proposed program is exploratory in nature according to Instruction 3 to paragraph (b)(5) of Industry Guide 7. There are currently no permits required for conducting exploration in accordance with the Company`s current board approved exploration plan.

Trout Creek Project, Lander County, Nevada

The Trout Creek gold exploration project is a pedimenthighly prospective gold exploration target located along the western flank of the Shoshone Mountain Range in the Reese River Valley in Lander County, Nevada. The claim package consists of 78 unpatented mining claims (approximately 1560 acres) that are situated along a recognizable structural zone in the Eureka-Battle Mountain mineralized gold trend.  Because the project is surrounded by Newmont Mining`s land package, Thunder Mountain maintainedstruck a joint venture agreement with Newmont Mining on some of their adjoining mineral rights sections and aliquot parcels from 2011 thru 2016. On October 27, 2016 the Company terminated the exploration agreement with Newmont Mining Corporation in order to concentrate their efforts on the South Mountain Project.  The Company retained the 78-claim package by paying annual fees to BLM of $3,255 and Lander County $940 fees.

The Project is located approximately 155 air miles northeast of Reno, Nevada, or approximately 20 miles south of Battle Mountain, Nevada, in Sections 10, 11, 14, 16, 21, 22, 27; T.29N.; R.44E. Mount Diablo Baseline & Meridian, Lander County, Nevada. Latitude:   40    23’ 36” North, Longitude: 117   00’ 58” West. The property is accessible by traveling south from Battle Mountain Nevada on state highway 305, which is paved. The project is generally accessible year-round and there are no improvements on the property.

The Trout Creek target is anchored by a regional gravity anomaly on a well-defined northwest-southeast trending break in the alluvial fill thickness and underlying bedrock.  Previous geophysical work in the 1980s revealed an airborne magnetic anomaly associated with the same structure, and this was further verified and outlined in 2008 by Company personnel, with consultation from Jim Wright – Wright Geophysics using a ground magnetometer. The target is covered by alluvial fan deposits of generally unknown thickness, shed from the adjacent Shoshone Range, a fault block mountain range composed of Paleozoic sediments of both upper and lower plate rocks of the Roberts Mountains thrust.

An extensive data package on the area was made available to Thunder Mountain Gold by Newmont during the joint exploration agreement period (2011-2016) that significantly enhanced the target area. This, along with fieldwork consisting of mapping and sampling the altered and mineralized structures that can be followed through the Shoshone Range.  Of importance is that these structures align with the Cortez-Pipeline deposits and the Phoenix deposit (part of the Eureka-Battle Mountain-Getchell Trend).  

In addition to the geologic fieldwork, Wright Geophysics conducted a ground gravity survey and CSMAT over the pediment target area and this provided insight into the gravel-bedrock contact as well as defining the favorable structural setting within the buried bedrock.  An untested drill target was identified under the gravel pediment along these structures, and the geophysics showed that the bedrock was within a500 feet of the surface, which is reasonable depth for exploration drilling and potential mining if a significant mineralization is encountered.

Thunder Mountain Gold plans to conduct further exploration in 2017 on this attractive pediment gold target. The Company anticipates that funding will be available during the 2017 season and one or two reverse circulation holes can test the bedrock beneath the gravel along the mineralized structures.  A detailed list of claims controlled by the Company can be found in the Company`s Form 10K filed on Edgar.

The ongoing exploration field work, including claim maintenance and assessment, is financed by the Company through sales of unregistered common stock  funded by the Company throughusing private placements with accredited investors.  Future work will be funded in the same manner or through a strategic partnership with another mining company.  

There are currently no environmental permits required for the planned exploration work on the property. In the future, a notice of intent may be required with the Bureau of Land Management.  This property is without known reserves and the proposed program is exploratory in nature according to Instruction 3 to paragraph (b)(5) of Industry Guide 7.

Competition

Thunder Mountain Gold, Inc. isWe are an exploration stage company. The Company competesWe compete with other mineral resource exploration and development companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration and development companies with whom we compete have greater financial and technical resources than us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.

Employees

At SeptemberThree of the Company’s officers began deferring compensation for services on April 1, 2015. On July 31, 2018, the Company stopped expensing and deferring compensation for the three Company officers in the interest of marketing the SMMI project. As part of the BeMetals USA lease with option agreement, the Company’s officers, were to begin receiving salaries on May 15, 2019 from the Company. The officers deferred the first month’s salaries which increased their deferred compensation balances at June 30, 2017, SMMI has deferred payroll of $802,500. These salaries were earned in accordance with the OGT LLC operating agreement and have been recorded on SMMI’s books. OGT Management includes SMMI`s2019 as follows:  Eric Jones, President and Chief Executive Officer - $432,000, Jim Collord, Vice President and Chief Operating Officer - $423,000, and Larry Thackery, as CFO. These salaries will continue to be deferred until a later date.Chief Financial Officer - $208,500.

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Results of Operations:

The Company recognized no revenuesreceived revenue under the agreement which was accounted for as a sale of mineral interest.  The Company received $100,000 in cash and had no production$ 1,883,875 in BeMetals common stock for the ninesix months ending Septemberended June 30, 2017.Total2019. The amounts were applied against the carrying value amount of $479,477, the Company’s investment in the South Mountain project. The payments received under the agreement exceeded the carrying value of the Company’s investment and was recognized as revenue in the statement of operations, in the amount of $1,504,398 for the six months ended on June 30, 2019.   In addition, the Company earned $50,000 in management services income during the six month period ended on June 30, 2019.

Three month period comparisons

Total operating expenses for the ninethree months ending SeptemberJune 30, 20172019 of $536,533$137,845 decreased from the same respective time frameperiod in 2018 by $142,544 or 51%. Exploration expenses for the three months ended June 30, 2019 decreased by $110,896 when compared to same period in 2018. This decrease can be attributed to the engagement of Hard Rock Consulting LLC to update the NI 43-101 in 2018. Legal and accounting costs decreased in three month period ended June 30, 2019 compared to 2018 by $54,765 for a total of $25,710.  This decrease can be associated with legal expenses incurred in 2018 that were not recurring in 2019. Management

and administrative expense increased by $28,385 or 41% principally due to additional expenses incurred with the BeMetals agreement in 2019.

Six month period comparisons

Total operating expenses for the six months ending 2016June 30, 2019 of $424,780 decreased from the same respective time period in 2018 by $246,414$44,522 or 31% in total expenses.9%. Exploration expenses for the six months ended SeptemberJune 30, 2017 increased2019 decreased by $1,743$159,895 when compared to same period in 2016.2018. This decrease can be attributed to the engagement of Hard Rock Consulting LLC to update the NI 43-101 in 2018. Legal and accounting costs decreased from 2016increased in six month period ended June 30, 2019 compared to 2018 by $182,421$6,685 for a total of legal and accounting expenses of $48,975. The decreased$114,721.  Management and administrative expense decreasedincreased by $124,340$118,483 or 30%, or a total mostly74% principally due to stock options valued at $175,199compensation of $117,088 issued to our officers and directors in July of 2016.

On August 22, 2017, the Company’s board of directors approved a resolution to sell a Caterpillar 950G loader to Warner Construction in the amount of $41,000 cash. This asset had a carrying value of $42,021 resulting in a loss on sale of equipment of $1,021.March 2019.

On November 6, 2016,During the three and six-month periods ended June 30, 2019, the Company entered a Settlement Agreement between ISGC II and, SMMI, regardingrecognized an unrealized loss of $50,726 on the Owyhee Gold Territory LLC (OGT). Underits investment in shares of BeMetal’s common stock.   The amount represents the termsdecline in fair value of this agreement equipment assets were transferred to SMMI resulting in the Company recognizing depreciation expense of $57,582 forinvestment from the period ending Septemberdate it was acquired through June 30, 2017.2019.

Liquidity and Capital Resources:

The consolidated financial statements for the period ending Septemberended June 30, 2017, disclose a ‘going concern’ qualification to our ability to continue in business. The consolidated financial statements for the period then ended2019 have been prepared under the assumption that we will continue as a going concern. Such 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 period ended SeptemberJune 30, 2017,2019, we did not have sufficient cash reserves to cover normal operating expenditures for the following 12 months. These factors raise substantial doubt about our

The liquidity of the Company was enhanced on February 27, 2019 when the Company entered into the BeMetals Option Agreement with BeMetals Corp., and BMET USA, a wholly owned subsidiary of BeMetals. Under the terms of the BeMetals Option Agreement, BMET USA will be entitled to purchase 100% of the issued and outstanding shares of SMMI from TMRI, both wholly owned subsidiaries of the Company. The term of the agreement is for two years with BeMetals completing a preliminary economic assessment ("PEA") completed by a mutually agreed third-party engineering firm. Over its term, this agreement requires cash payments to the Company of $1,350,000  - $1,100,000 in cash and $250,000 in exchange for shares of the Company’s common stock.  Through June 30, 2019, cash proceeds of $100,000 and $250,000 in exchange for shares of the Company’s common stock have been received.   BeMetals also agreed to pay the Company $25,000 per month for management services.  In the event that BeMetals decides not to proceed with the South Mountain Project, BeMetals will not be obligated to make any additional payments.  

BeMetals issued 10 million BMET common shares (Consideration Shares) to TMRI in May 2019.   The fair value of the shares on the transaction date was $1,883,875.  

The Company has historically incurred losses, however, currently has sufficient cash at June 30, 2019 to fund normal operations for the next 12 months. With the signing of the BeMetals Option Agreement, the Company now has a recurring source of revenue, and its ability to continue as a going concern.concern is no longer just dependent on equity capital raises and borrowings.  The consolidated financial statements do not include any adjustments that might be necessary should we be unableCompany continues to continue as a going concern.

Ourhave the ability to raise capital in order to fund its future exploration and working capital requirements. The Company’s plans for the long-term continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis, to obtaininclude financing the Company’s future operations through sales of its common stock and/or debt and the eventual profitable exploitation of its mining properties.

Potential additional financing as may be required, or ultimately to attain profitability. Potential sources of cash, or relief of demand for cash, include additional external debt, the sale of shares of our stock, or alternative methods such as mergers or sale of our assets. No assurances can be given, however, that we will be able to obtain any of these potential sources of cash. We currently require additional cash funding from outside sources to sustain existing operations and to meet current obligations and ongoing capital requirements.

Our plans for the long-term continuation as a going concern include financing our future operations through sales of our common stock and/or debt and the eventual profitable exploitation of our mining properties. Our plans may also, at some future point, include the formation of mining joint ventures with senior mining company partners on specific mineral properties whereby the joint venture partner would provide the necessary financing in return for equity in the property.

WhileIn addition to the Company does not currently have cash sufficient to support the currently planned aggressive exploration work at South Mountain,BeMetals Corp. Option Agreement, we believe that the survivability of Thunder Mountain Gold canCompany will be assuredable to meet its financial obligations by the following:

·

November 1, 2017,July 23, 2019, we had $60,950$103,338 cash in our bank accounts, this includes the $100,000 borrowed from Mr. Beckman on October 25, 2017.

·accounts. 

Management and the Board have undertaken plans or commitments that exceeds the cash on hand in the Company.  The Company doesWe do not include in this statementconsideration any additional investment funds mentioned below. Management is committed to manage expenses of all types so as to not exceed the on-hand cash resources of the Company at any point in time, now or in the future.

We believe we can continue to attractThe Company will also consider other sources of funding, in the future. Including debt or equity financing,including potential mergers and/or additional farm-out of some of its other exploration properties.property.

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For the periodsix months ended SeptemberJune 30, 2017,2019, net cash used forfrom operating activities was $182,971,$242,630, consisting of net lossincome of $547,692 for$1,066,927 offset by the period ended September 30, 2017, reduced by non-cash expensesitems and net cash provided by changes in current assets and current liabilities. Cash provided by investing activities for six months ended June 30, 2019 totaled $100,000 from the receipt of $100,000under the BeMetals Option Agreement.Net cash received financing activities was $290,000 which includes the sale of shares of the Company’s common stock for $250,000,additional borrowings of $50,000, less payment on borrowings of $10,000.

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 money to complete our exploration programs, we will tryattempt to raise additional funds from a public offering, a private placement, mergers, farm-outs or loans.

We know that additional financing will be required in the future to fund our planned operations. We do not know whether additional financing will be available when needed or on acceptable terms, if at all. If we are unable to raise additional financing when necessary, we may have to delay our exploration efforts or any property acquisitions or be forced to cease operations. Collaborative arrangements may require us to relinquish our rights to certain of our mining claims.

Private Placement

On February 28, 2015,27, 2019, the Company entered into an Option Agreement, (the “BeMetals Option Agreement”) with BeMetals Corp., a subscription agreement with two individuals wherebyBritish Columbia corporation (“BeMetals”), and BeMetals USA Corp., a Delaware corporation (“BMET USA”), a wholly owned subsidiary of BeMetals. Under the company sold 4,000,000terms of the BeMetals Option Agreement, in the second quarter 2019, BeMetals purchased 2.5 million shares of the Company’s common stock at US$0.05a price of $0.10 per share. There were no warrants associated withshare, for an aggregate purchase price of $250,000, in a private placement. Use of proceeds are for general corporate working capital. This private placement was approved by the subscriptions. AsTSX-V.

On February 20, 2018, the Board of March 15, 2015,Directors approved a Private Placement financing of up to $750,000 from the sale of equity units at a price of $0.14 per unit.  Each unit consists of one share of the Company’s common stock and one-half of one common share purchase warrant.On April 27, 2018 the Company has issued the 4,000,000 shares under this agreement, and the placement is closed.

On January 18, 2016, Thunder Mountain Gold, Inc. initiated a private offering to purchase, in the aggregate, 6,700,000closed its Private Placement.   In total, 2,550,000 units were sold representing 2,550,000 shares of common stock. Therestock and 1,275,000 warrants to purchase common stock for $0.20 over the next 12 months.   Total proceeds were $357,000.  Of this amount, $252,988 was no minimum offering.  The minimum individual subscription was $25,000 for non-insiders.  Participation was limited to six people, most of whom were officers and directors, and two accredited investors. There was no placement agent fee paid in the offering, and no accountable or unaccountable expense allowance.  The closing date for the financing was January 22, 2016, and the Company received $285,000 in cash proceeds and $50,000 as$104,012 was in exchange for retirement of a reduction of related party notesconvertible note payable and related accrued interest payable.

The offering wasofferings are believed exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(6) the Securities Act of 1933, as amended.  The securities offered, sold, and issued in connection with the private placement have not been or are not registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements.

Subsequent Events

None

Contractual Obligations

During 2008 and 2009, three lease arrangements were made with land ownerslandowners that own land parcels adjacent to the Company’s South Mountain patented and unpatented mining claims.  The leases were for a seven-year period, with options to renew, with annual payments (based on $20 per acre) listed in the following table.  The leases have no work requirements.

(1)

Amounts shown are for the lease periods years 4 through 7, a total of 1 years that remains after 2013, the second year of the lease period. Lease was extended an additional 10 years at $30/acre.

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(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-ownedwholly 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.

Critical Accounting Policies

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)Investments. In a joint venture where the Company holds more than 50% of the voting interest and has significant influence, the joint venture is consolidated with the presentation of non-controlling interest.  In determining whether significant influences exist, the Company considers its participation in policy-making decisions and its representation on the venture’s management committee. 

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Not required for smaller reporting companies.

Item 4.  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.

Changes in Internal Controls Over Financial Reporting

During the quarter covered by this report, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.

None.

Item 1A. Risk Factors.

Not required for smaller reporting companies.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

On October 3, 2013,February 27, 2019, the Company entered into an Option Agreement, (the “BeMetals Option Agreement”) with BeMetals Corp., a British Columbia corporation (“BeMetals”), and BeMetals USA Corp., a Delaware corporation (“BMET USA”), a wholly owned subsidiary of BeMetals. Under the terms of the BeMetals Option Agreement, among other conditions, BeMetals purchased 2.5 million shares of the Company’s common stock at a price of $0.10 per share, for an aggregate purchase price of $250,000, in a private placement.  This private placement has been approved by the TSX-V.

On February 20, 2018, the Board of Directors approved a Private Placement financing of up to 5,000,000$750,000 from the sale of equity units of the Company (“Unit”) at a price of $0.05$0.14 per Unit for gross proceeds of up to $250,000.unit.  Each Unitunit consists of one share of the Company’s common stock and one-half of one common share purchase warrant.  Each whole warrant entitles the holder to purchase one additional share of common stock of the Company at a price of $0.15$0.20 for a period of 1812 months.

PursuantNo finder’s fees were to a Selling Agreement, the Selling Agent was entitled to compensation in the following form: (a) a cash commission equal to 10% of the price of the Units sold.  At December 31, 2014, $1,500 in commissions was accrued based on the sale of 300,000 shares; (b) an additional cash commission of 10% of gross proceeds received from the exercise of Warrants issued as part of such Units or any other equity investment made by investors introduced by the Agent within a 24-month period following closing; and (c) non-transferable broker warrants to purchase a number of additional Units equal to 5% of Units sold by the Agent in the initial offering. The Agent Warrants will have the same exercise price and otherwise be on the same terms as the Warrants.  At December 31, 2014, 15,000 agent warrants were issued.

As of December 31, 2014, the Company received $460,000 in gross proceeds from the Private Placement, issuing a total 9,240,000 in common stock and 4,620,000 warrants.

On December 1, 2013, the Company converted a note payable to Rolf Hess in the amount of $20,000 for a total of 400,000 shares of common stock and 200,000 warrants.  

On February 28, 2015, the Company entered into a subscription agreement with two individuals whereby the Company sold 4,000,000 shares at US $0.05 per share. There were no warrants associated with the subscriptions. As of March 15, 2015, the Company has issued the 4,000,000 shares under this agreement, and the placement is closed.

On January 18, 2016,paid. Thunder Mountain Gold Inc. initiated a private offering to sell, inwill utilize the aggregate, 6,700,000 shares of common stock. There was no minimum offering.  The minimum individual subscription was $25,000net proceeds from this financing for non-insiders.  Participation was limited to six people, most of whom were officersworking capital, mineral leases, and directors, and two accredited investors. There was no placement agent fee paid in the offering, and no accountable or unaccountable expense allowance. The closing date for the financing was January 22, 2016, and the Company received $335,000 in total proceeds.administrative expenses.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosures

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities.

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During the nine monthsthree-month period ended September 30, 2017,March 31, 2019, the Company did not have any operating mines and therefore had no such specified health and safety violations, orders or citations, related assessments or legal actions, mining-related fatalities, or similar events in relation to the Company’s United States operations requiring disclosure pursuant to Section 1503(a) of the Dodd-Frank Act.

Item 5.  Other Information

None.

Item 6.  Exhibits

(a)

Documents which are filed as a part of this report:

Exhibits:

31.1 –Certification Required by Rule 13a-14(a) or Rule 15d-14(a). Jones

31.2 –Certification Required by Rule 13a-14(a) or Rule 15d-14(a). Thackery

32.1 –Certification required by Rule 13a-14(a) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. Jones

32.2 –Certification required by Rule 13a-14(a) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. Thackery

101*

The following financial information from our Quarterly Report on Form 10-Q for the quarter ended SeptemberJune 30, 20172019 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) Consolidated Notes to Financial Statements

SIGNATURES

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