{"url_path":"/sec/thmg/8-k/2026-07-09/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","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":515,"has_tables":true,"body_markdown":"**Item 8.01 Other Events.**\n\nOn July 8, 2026, the Company issued a press release pursuant to Rule 135c under the Securities Act announcing that its board of directors has approved a non-brokered private placement, as described further below, for an aggregate value of up to approximately US$6.4 million in gross proceeds raised through the issuance of units of the Company (each, a \"**Unit**\") at a price of US$0.70 (CAD$1.00) (the \"**Private** **Placement**\"). Each Unit will consist of one share of the Company's common stock (each, a \"**Common Share**\") and one-half common share purchase warrant (each whole warrant, a \"**Warrant**\"). Each Warrant will entitle the holder to purchase one additional Common Share (each, a \"**Warrant Share**\") at a price of US$1.00 (CAD$1.42) for a period of 24 months from the date of issuance. Subject to regulatory approval, the Company may close the Private Placement in one or more tranches.\n\nThe proceeds raised pursuant to the Private Placement will be used for advancing the South Mountain Project, including drilling, assaying, geophysical surveys, and general administration to carry out these programs.\n\nThe completion of the Private Placement remains subject to the approval of the TSX Venture Exchange.\n\nThe Units, the underlying Common Shares and Warrants, and the Warrant Shares issuable upon exercise of the Warrants, 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, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Private Placement will be conducted (i) in the United States pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder (the \"**U.S. Offering**\"), and (ii) outside the United States pursuant to Regulation S under the Securities Act (the \"**Regulation S Offering**\"). The Warrants may not be exercised by or for the account or benefit of a U.S. person or a person in the United States absent an exemption from the registration requirements of the Securities Act and any applicable U.S. state securities laws. The Units, the underlying Common Shares and Warrants, and any Warrant Shares issued upon exercise of the Warrants, will be \"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 securities issued in the Private Placement 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 filed herewith as Exhibit 99.2 in accordance with Rule 135c under the Securities Act.\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."}