{"url_path":"/sec/thmg/8-k/2026-07-09/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/711034/0001062993-26-003576-index.html","accession_number":"0001062993-26-003576","cik":"0000711034","ticker":"THMG","issuer_name":"THUNDER MOUNTAIN GOLD INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/711034/0001062993-26-003576-index.html","primary_entity_key":"0000711034","primary_entity_name":"THUNDER MOUNTAIN GOLD INC"},"word_count":359,"has_tables":true,"body_markdown":"**Item 7.01 Regulation FD Disclosure.**\n\nOn July 8, 2026, Thunder Mountain Gold, Inc. (the \"**Company**\") issued a press release announcing that its board of directors has approved the proposed issuance of up to 1,578,036 Common Shares at a deemed price per Common Share of US$0.70 (CAD$1.00) to settle outstanding compensations payable to the President and Chief Executive Officer (the \"**Insider**\") and to certain former service providers of the Company, including one former officer, in aggregate debt amount of US$1,104,625 (CAD$1,578,036) (the \"**Debt Settlement**\").\n\nThe issuance of 670,714 Common Shares to the Insider in satisfaction of US$469,500 constitutes a \"related party transaction\" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions (\"**MI 61-101**\"). The Company is relying on the exemption from valuation requirement and minority approval pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the participation by the Insider in the Debt Settlement does not represent more than 25% of the fair market value of the Company's market capitalization.\n\nThe completion of the Debt Settlement remains subject to the approval of the TSX Venture Exchange.\n\nThe Common Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the \"**Securities Act**\"), or any U.S. state securities laws. The Common Shares will constitute \"restricted securities\" under the Securities Act and shall bear a U.S. restrictive legend, in addition to such additional legends as shall be required under applicable Canadian securities legislation and the policies of the TSX Venture Exchange.\n\nThe Common Shares issued in the Debt Settlement will be subject to a four-month hold period in accordance with the policies of the TSX Venture Exchange and applicable Canadian securities legislation, in addition to such other restrictions as may apply under the Securities Act.\n\nA copy of the press release is furnished herewith as Exhibit 99.1.\n\nThe press release and this Current Report on Form 8-K do not constitute an offer to sell, or a solicitation of an offer to buy any security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.\n\n**Section 8 - Other Events**"}