UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
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THMG | OTCQB |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities.
To the extent required by Item 3.02 of Form 8-K, the information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference. The transaction is relying on the exemption from registration provided by Section 4(a)(2) of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable exemptions from state securities registration requirements.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Thunder Mountain Gold, Inc. (the "Company") appointed Mr. Ron Clayton as a director of the Company effective October 1, 2026.
As a result, the Company's current directors and officers are as follows:
| Name | Position | ||||
| Eric Jones | President, Chief Executive Officer and Director | ||||
| Ron Clayton | Director | ||||
| James A. Sabala | Director | ||||
| Ralph Noyes | Director (Chairman) | ||||
| Douglas J. Glaspey | Director | ||||
| Megan Anderson | Chief Financial Officer | ||||
| Rocky Chase | Vice-President of Operations | ||||
| Steve Osterberg | Senior Vice President of Exploration | ||||
Mr. Clayton brings more than 40 years of mining industry experience across underground and open- pit operations, executive leadership, corporate governance, safety, environmental stewardship, sustainability, exploration, development, and production. His career spans site operations, project development, corporate management, and public-company board oversight. His career includes leadership responsibilities in Nevada, Idaho, Washington, Colorado, Manitoba, and other mining jurisdictions.
Mr. Clayton currently serves as Chairman of the Board of i-80 Gold Corporation since March 2021 and as Chairman of its Technical, Safety, Environmental and Sustainability Committee. Mr. Clayton previously acted as President and Chief Executive Officer of 1911 Gold Corporation (January 2019 to March 2022) and as a director of 1911 Gold Corporation (December 2018 to May 2022), a director of Gold Standard Ventures Corporation (January 2018 to August 2022). He also served as a director of Mayfair Gold Corporation, President, Chief Executive Officer and a director of Tahoe Resources Inc., Chief Operating Officer of Tahoe Resources Inc. and Chief Operating Officer of Hecla Mining Co.
Mr. Clayton holds a Bachelor of Science in Mining Engineering from the Colorado School of Mines and completed the Tuck Executive Education Program at Dartmouth.
The 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, solicitation or sale would be unlawful.
Compensation
In connection with Mr. Clayton's appointment as a director of the Company, the Company has granted Mr. Clayton 400,000 stock options (the "Options") under the Company's 2014 Stock Option Plan to purchase up to 400,000 shares of common stock of the Company (each, an "Option Share") at an exercise price of $0.75 per Option Share for a period of five years from the date of grant of October 1, 2026 expiring on September 30, 2031, subject to the approval of the TSX Venture Exchange (the "Exchange"). The Options vest immediately upon grant.
All securities issued to Mr. Clayton will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the U.S. Securities Act and applicable exemptions from state securities registration requirements, and will be issued as "restricted securities" (as defined in Rule 144 under the U.S. Securities Act). In addition, such securities will be subject to an Exchange four-month hold period.
No Family Relationships with Existing Directors or Executive Officers
Mr. Clayton is not related to any existing director or executive officer of the Company, and, except as disclosed in this current report, the Company has neither nominated nor chosen any other person (whether related to Mr. Clayton or otherwise) to become a director or executive officer of the Company.
No Related Party Transactions
There are no transactions involving the Company and Mr. Clayton that are required to be reported pursuant to Item 404(a) of Regulation S-K. Mr. Clayton has not been party to any transaction with the Company since the beginning of the Company's last fiscal year, and is not party to any proposed transaction with the Company, involving an amount exceeding $120,000 and in which he had or will have a direct or indirect material interest.
No legal proceedings
Mr. Clayton has not been involved in any legal proceedings required to be disclosed pursuant to Item 401(f) of Regulation S-K during the past ten years.
SECTION 8 - OTHER EVENTS
Item 8.01 Other Events.
On October 5, 2026, the Company issued a news release disclosing the appointment of Mr. Clayton as a director of the Company.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
| 99.1 | News Release dated October 5, 2026 re: Thunder Mountain Gold Strengthens Board with Appointment of Veteran Mining Executive Ron Clayton |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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. | ||
| DATE: November 4, 2026 | By: | /s/ ERIC JONES |
| Eric Jones | ||
| President and Chief Executive Officer | ||