THUNDER MOUNTAIN GOLD INC 8-K

What Happened
On July 8, 2026, Thunder Mountain Gold, Inc. (THMG) announced that its board approved (1) the proposed issuance of up to 1,578,036 common shares at a deemed price of US$0.70 (CAD$1.00) to settle outstanding compensation and supplier debts totaling US$1,104,625 (CAD$1,578,036) (the "Debt Settlement"), and (2) a non‑brokered private placement to raise up to approximately US$6.4 million by issuing Units at US$0.70 each (the "Private Placement"). The Company also disclosed that 670,714 shares would be issued to the President & CEO to satisfy US$469,500 of the debt; that component qualifies as a related‑party transaction under Canadian MI 61‑101 and the company is relying on exemptions from valuation and minority approval. Both transactions remain subject to TSX Venture Exchange approval.

Key Details

• Debt Settlement: up to 1,578,036 common shares at US$0.70 per share to settle US$1,104,625 (CAD$1,578,036) in aggregate debt; 670,714 shares (US$469,500) to the President & CEO.
• Private Placement: up to ~US$6.4M in gross proceeds; each Unit = 1 common share + 0.5 warrant; whole Warrants exercise at US$1.00 (CAD$1.42) for 24 months.
• Regulatory & trading limits: both offerings require TSXV approval; securities will be "restricted" (not registered under the U.S. Securities Act), bear U.S. restrictive legends, and be subject to a four‑month hold period per TSXV/Cdn rules.
• U.S./Global placement mechanisms: U.S. sales via Section 4(a)(2)/Rule 506(b); non‑U.S. sales via Regulation S; Warrants may not be exercised for or by U.S. persons absent an exemption.

Why It Matters
These actions may increase the Company’s share count and dilute existing shareholders if completed, while the private placement would raise capital targeted at advancing the South Mountain Project (drilling, assays, geophysical work and related administration). Both transactions are conditional on regulatory approval and include issuer protections (restricted securities, hold periods) that limit immediate resale in the U.S. Investors should note the related‑party component involving the CEO and that the company relied on Canadian exemptions for that approval.