UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On April 23, 2025, Thunder Mountain Gold, Inc. initiated a private offering to purchase, in the aggregate, 10,000,000 units, each unit consisting of one (1) share of common stock, and a warrant to purchase one-half of share of common stock. The Warrant is good for 2 years from the close of the offering, with an exercise price of $0.18 per share. The minimum individual subscription was $5,000 for non-insiders. Participation was limited to eight people, all of whom were 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 May 25, 2025, and the Company received $1,200,000 in total proceeds. The Company filed the final Form 4B with the Toronto Stock Exchange - Venture Exchange on May 26, 2025.
The offering was 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.
Item 3.02 Unregistered Sales of Equity Securities.
The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.
SIGNATURES
FORM 8-K
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THUNDER MOUNTAIN GOLD, INC.
(Registrant)
By: /s/ Eric T. Jones
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President, Director and Chief Executive Officer
Date: May 30, 2025