DEF: Thunder Mountain Gold Sets 2026 Annual Meeting Agenda

Thunder Mountain Gold, Inc. announces its Annual Meeting of Stockholders for January 28, 2026, to elect directors and ratify its independent auditor.

Summary

• The Annual Meeting of Stockholders for Thunder Mountain Gold, Inc. will be held on January 28, 2026, at 12:00 p.m. Mountain Time, both in-person and virtually.
• Shareholders will vote on the election of four directors: Eric T. Jones, Ralph Noyes, Douglas J. Glaspey, and James A. Sabala, to serve until the 2027 Annual Meeting.
• The meeting will also include a vote to ratify the appointment of Assure CPA, LLC as the independent registered public accounting firm for fiscal year 2026.
• The Board of Directors unanimously recommends voting 'FOR' all proposals.
• The record date for shareholders entitled to vote is December 09, 2025.
• As of December 17, 2025, there were 93,255,579 shares of common stock issued and outstanding.
• Executive officer compensation for 2025 saw increases for Eric T. Jones ($168,150 from $121,000), Jim Collord ($29,425 from $0), and Larry Thackery ($26,750 from $20,450).
• Director compensation for 2025 was introduced for Paul Beckman ($27,820), Doug Glaspey ($32,240), Larry Kornze ($26,750), Ralph Noyes ($36,380), and James A. Sabala ($32,100).
• Audit fees for Assure CPA, LLC are estimated at $50,000 for 2025, up from $45,500 in 2024 and $40,850 in 2023.
• Significant stock option grants to officers, directors, and insiders occurred in 2025: 3,045,000 options at $0.10 (Feb 7), 450,000 options at $0.20 (June 18), and 1,000,000 options at $0.25 (Oct 1).
• 1,630,000 stock options expired on March 29, 2025.

Sentiment

Score: 5

Explanation: The filing is a standard, procedural proxy statement for an annual meeting. It contains no overtly positive or negative news, focusing on routine corporate governance matters, director elections, and auditor ratification. The sentiment is neutral as it provides factual information without indicating significant operational or financial changes.

Positives

• The company maintains a Clawback Policy for erroneously awarded compensation, demonstrating commitment to accountability.
• An Insider Trading Policy was adopted on March 15, 2025, enhancing corporate governance and preventing misuse of material nonpublic information.
• The Board of Directors has affirmatively determined that three directors (Ralph Noyes, Douglas J. Glaspey, and James A. Sabala) are independent, aligning with Nasdaq listing standards and SEC rules.
• The company has a Code of Ethics applicable to all directors, officers, and employees, promoting ethical business conduct.
• All incumbent directors attended all Board meetings in 2023, 2024, and 2025 to date, indicating active engagement.

Negatives

• Deferred compensation balances for three officers (Eric T. Jones: $420,000; Jim Collord: $420,000; Larry Thackery: $201,500) as of December 31, 2021, represent a liability.
• The company still owes $136,685 to Baird Hanson LLP, a firm owned by a former director, for prior legal services as of September 30, 2023.

Risks

• The company's compensation policies and practices are assessed by management to not create risks likely to have a material adverse effect, but this is a management assessment.
• The reliance on a small number of key officers and directors, as indicated by their significant beneficial ownership and involvement in multiple roles, could pose concentration risk.
• The potential for conflicts of interest exists with related party transactions, such as legal services from a former director's firm and deferred compensation for officers, although these are disclosed.

Future Outlook

The company plans to publish the final voting results of the Annual Meeting in a current report filing on Form 8-K with the SEC within four business days of the meeting. The next Annual Meeting has not yet been scheduled, but the deadline for shareholder proposals for that meeting is August 19, 2026.

Management Comments

• The Board of Directors unanimously recommends that you vote for each of these proposals.
• We believe that using the Internet reduces costs, provides greater flexibility to our shareholders, and conserves resources.
• Following the formal meeting and its items of business at the Annual Meeting, I will review major Company developments over the past year and share our plans for the future with you. You will have an opportunity to ask questions and express your views to the management of the Company.

Industry Context

This filing is a routine proxy statement for an annual meeting, common across all publicly traded companies, including those in the mining sector. It outlines standard corporate governance practices, director elections, and auditor ratification. The compensation structure, including stock options, is typical for junior mining companies, aiming to align management incentives with shareholder value. The detailed disclosure of related party transactions and beneficial ownership is standard for SEC filings, providing transparency to investors in a sector often characterized by close relationships and concentrated ownership.

Comparison to Industry Standards

• The election of directors for one-year terms is a common practice, though some companies adopt staggered boards for continuity.
• The ratification of an independent auditor, Assure CPA, LLC, which has served since 2005, indicates a long-standing relationship, which is not uncommon but warrants ongoing review for independence.
• The compensation structure, including base salary, cash bonuses, and equity compensation (stock options), aligns with general industry practices for executive and director remuneration in the mining sector, particularly for companies of similar size.
• The adoption of a Clawback Policy and an Insider Trading Policy demonstrates adherence to modern corporate governance best practices, comparable to larger, more established companies, which is a positive for a smaller entity.
• The beneficial ownership concentration, with Paul Beckman holding 12.3% and the officer/director group holding 24.30%, is typical for smaller cap companies where founders and insiders often retain significant stakes, but it is higher than the average for large-cap companies.

Corporate Governance

Related Party Transactions

• Three company officers (Eric T. Jones, Jim Collord, Larry Thackery) have deferred compensation balances totaling $1,041,500 as of December 31, 2021, which resumed being expensed and deferred on May 15, 2019, as part of the BeMetals agreement.
• Baird Hanson LLP, a company owned by former director Joseph Baird, received $10,000 for legal services for the nine-month period ended September 30, 2023. A balance of $136,685 was due to Baird at September 30, 2023, and $146,685 at December 31, 2022.
• On July 19, 2021, management and Board members exercised stock options for 710,000 shares of common stock for $71,000, with portions of the consideration being non-cash (e.g., accrued wages, accounts payable, accrued interest).

Stakeholder Impact

• Shareholders: Will have the opportunity to elect directors and ratify the auditor, influencing corporate governance and oversight. The online availability of proxy materials aims to provide greater flexibility and reduce costs.
• Employees/Officers: Compensation details and stock option grants are disclosed, directly impacting their remuneration and incentives. The Clawback and Insider Trading Policies affect their conduct and potential liabilities.
• Auditors (Assure CPA, LLC): Their appointment for fiscal year 2026 is subject to shareholder ratification, confirming their ongoing role with the company.
• Creditors: The deferred compensation balances for officers and outstanding legal fees represent liabilities that could impact the company's financial position.

Next Steps

• Shareholders are urged to vote on the proposals by submitting their proxy via Internet or mail before the Annual Meeting on January 28, 2026.
• The company will publish the final voting results in a Form 8-K filing with the SEC within four business days of the Annual Meeting.
• Management will review major company developments and future plans at the Annual Meeting, followed by a Q&A session.

Key Dates

Recommendation

This filing is a routine proxy statement for an annual meeting, primarily focused on corporate governance matters such as director elections and auditor ratification. It does not contain any new material financial results, operational updates, or strategic shifts that would significantly alter the company's valuation or investment thesis. While it provides transparency on executive compensation and related party transactions, these are standard disclosures for an annual meeting. Therefore, a seasoned investor would likely maintain their current position, awaiting more substantive operational or financial news before making a 'buy' or 'sell' decision.

Keywords

Proxy Statement, Annual Meeting, Board of Directors, Corporate Governance, Auditor Ratification, Stock Options, Executive Compensation, Related Party Transactions, Mining Company, SEC Filing