THMG Thunder Mountain Gold Inc (QB)

The following is a summary of certain information contained elsewhere in this information statement or in its appendices. Reference is made to, and this summary is qualified in its entirety by, the more detailed information contained elsewhere in this information statement and in the attached appendices. You should review this information statement and the appendices to it so that you can gain a more complete understanding of the approved transactions.

Thunder Mountain Gold Inc., known in this information statement as “we,” “us,” “our,” , “Company”, or “THMG,” is a publicly traded Nevada corporation, whose shares of Class A common stock are traded in the U.S. on the OTCQB under the symbol “THMG”, and in Canada on the Toronto Stock Exchange – Venture Exchange (TSX-V) under the symbol “THM”.

The Company was originally incorporated under the laws of the State of Idaho on November 9, 1935, under the name of Montgomery Mines, Inc. In April 1978 controlling interest in the Montgomery Mines Corporation was obtained by a group of the Thunder Mountain property holders who then changed the corporate name to Thunder Mountain Gold, Inc. with the primary goal to further develop their holdings in the Thunder Mountain Mining District, Valley County, Idaho.  

The Company moved its situs from Idaho to Nevada, but maintains its corporate offices in Garden City, Idaho. On December 10, 2007, articles of incorporation were filed with the Secretary of State in Nevada for Thunder Mountain Gold, Inc., a Nevada Corporation.  The Directors of Thunder Mountain Gold, Inc. (Nevada) were the same as for Thunder Mountain Gold, Inc. (Idaho).  

On January 25, 2008, the shareholders approved the merger of Thunder Mountain Gold, Inc. (Idaho) with Thunder Mountain Gold, Inc. (Nevada), which was completed by a share for share exchange of common stock. The terms of the merger were such that the Nevada Corporation was the surviving entity.  The number of authorized shares for the Nevada Corporation is 200,000,000 shares of common stock with a par value of $0.001 per share and 5,000,000 shares of preferred stock with a par value of $0.0001 per share.

The Company is structured as follows: The Company owns 100% of the outstanding stock of Thunder Mountain Resources, Inc., a Nevada Corporation (“TMRI”). Thunder Mountain Resources, Inc. owns 100% of the outstanding stock of South Mountain Mines, Inc., an Idaho Corporation (“SMMI”). South Mountain Mines, Inc. owns 75% of Owyhee Gold Territory, LLC (“OGT”).

We have no patents, licenses, franchises or concessions which are considered by the Company to be of importance. The business is not of a seasonal nature. Since the potential products are traded in the open market, we have no control over the competitive conditions in the industry. There is no backlog of orders.

There are numerous Federal and State laws and regulation related to environmental protection, which have direct application to mining and milling activities. The more significant of these laws deal with mined land reclamation and wastewater discharge from mines and milling operations. We do not believe that these laws and regulations as presently enacted will have a direct material adverse effect on our operations.

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BeMetals Corp.

BeMetals Corp. (“BeMetals”) is a base metals exploration and development company, driving its growth strategy towards the goal of becoming a significant base metal producer through the acquisition of quality exploration, development and production stage projects.  Currently BeMetals is advancing the exploration of its Pangeni Copper Project in Zambia and has entered into an option agreement to acquire a 100% interest in the advanced stage, high-grade zinc-silver South Mountain Project in southwest Idaho, USA.  The option agreement is subject to a number of approvals, including TSX Venture Exchange approval.

The Pangeni Copper Project is located on the western extension of the Zambian Copperbelt; Zambia is in one of Africa’s most stable jurisdictions and has a long history of copper and cobalt production with numerous mining and smelting operations and the Zambian Copperbelt has been identified by a number of major international mining companies to be prospective for the discovery of tier one copper mines.

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The BMET Option Agreement. THMG has agreed to enter into an option to sell all of THMG’s ownership interest in its wholly-owned subsidiary - South Mountain Mines Inc., including all of the assets and liabilities primarily related to, or used in South Mountain Mines Inc., including all of the shares in SMMI owned by THMG. Under the terms of the BeMetals Option Agreement, BMET USA will be entitled to purchase 100% of the issued and outstanding shares of SMMI from TMRI, both wholly owned subsidiaries of the Company. The term of the agreement is for two years, upon certain conditions extendable to three years, with BeMetals required to issue a preliminary economic assessment ("PEA") completed by a mutually agreed third-party engineering firm. Upon Tranche 2, BeMetals will issue 10 million BMET common shares (Consideration Shares) to TMRI, and BeMetals will also purchase of 2.5 million shares of the Company’s common stock at a price of $0.10 per share, for an aggregate purchase price of $250,000, on a private placement. BeMetals will make cash payments of $1,100,000 over the 24 months of the Option Agreement. The first Tranche of $100,000 has been paid to the Company. The exercise of the Option Agreement price can be paid in combination with cash and BeMetals common shares.  

The calculation of the purchase price is an amount equal to the lesser of 50% of the market capitalization of BeMetals at the time; and the greater of either $10 million, or 20% the net present value of the South Mountain Project as calculated in a PEA that BeMetals is required to produce.

Payment may be satisfied by through the delivery of BMET common shares (Consideration Shares), a cash payment or a combination of Consideration Shares and cash. The BMET common shares will be issued at a deemed value based on the 5-day VWAP of Consideration Shares immediately prior to the date that BMET USA gives notice of its intention to exercise the option.

The total consideration, should the BeMetals Option Agreement be fully exercised, for the purchase and sale of the common stock in South Mountain Mines Inc. is $850,000 in cash, plus a $250,000 private placement, with 3 years of payments of $25,000 per month for THMG salary reimbursement, and a minimum of 10 million shares of BMET stock, with a maximum consideration purchase price amount equal to the lesser of 50% of the market capitalization of BeMetals at the time, and the greater of either

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Scope and Scale of Process . Thunder Mountain Gold, with the assistance and direction of their Special Committee of the Board, conducted an exhaustive due diligence process with respect to capitalizing SMMI and the project.  This sale process included reviewing 4 potential offers, executing non-disclosure Agreements with 6 potential strategic companies, holding meetings and site visits with 4 of the potential purchasers and receiving initial bids from four potential partners. Once the board of directors determined that an option agreement was the right course for financing, it was the board of director’s view that the BeMetals proposal, as compared to the other proposals received for SMMI, was far and away the most favorable alternative available to Thunder Mountain Gold, including the other acquisition proposals submitted for SMMI.

Our board of directors considered a number of factors before deciding to enter into the BeMetals Option Agreement, including among other things: potential increase in shareholder value; the overall state of the financial markets and metals markets; the challenges of executing THMG’s long-term business strategy; the opinion provided by THMG’s financial advisor as to the fairness to THMG of the aggregate consideration to be received by THMG from BMET USA from a financial point of view; the extensive bidding and other partnership opportunities developed during the search for financing with respect to SMMI that led to entering into the BeMetals Option Agreement; the expected operating loss carryforward tax assets that will be available to offset all, or a substantial portion of the gain realized by THMG in connection with the BMET Option Agreement; the high likelihood of consummation; the terms and conditions of the BeMetals Option Agreement and the BeMetals Option Agreement ; the strategic and financial benefits the BMET Option Agreement  is expected to provide to THMG; the future business prospects of the South Mountain Project, and developing it independently or as a joint venture; and potentially negative factors concerning the BMET Option Agreement.

THMG Shareholder Approval will be satisfied and obtained if, in accordance with applicable corporate law, either: (i) THMG obtains the written consent of the holders of more than 50% of the voting rights attributable to the outstanding THMG Shares; or (ii) THMG obtains the approval of at least 50% of the votes cast by holders of the THMG Shares entitled to vote at such meeting.

The following table sets forth certain information regarding the beneficial ownership of shares of the Company’s common stock as of December 31, 2018, by:

 the Company’s named executive officers;  

 the Company’s directors;  

 all of the Company’s executive officers and directors as a group; and each person who is known to beneficially own more than 5% of the Company’s issued and outstanding shares of common stock.  

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The term of the agreement is for two years, upon certain conditions extendable to three years, with BeMetals required to issue a preliminary economic assessment ("PEA") completed by a mutually agreed third-party engineering firm. Upon Tranche 2, BeMetals will issue 10 million BMET common shares (Consideration Shares) to TMRI, and BeMetals will also purchase of 2.5 million shares of the Company’s common stock at a price of $0.10 per share, for an aggregate purchase price of $250,000, on a private placement. BeMetals will make cash payments of $1,100,000 over the 24 months of the Option Agreement. The first Tranche of $100,000 has been paid to the Company. The exercise of the Option Agreement price can be paid in combination with cash and BeMetals common shares.  A detailed list of the Conditions Precedent can be viewed in Appendix A.

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The Option Agreement shall automatically terminate on the first to occur of: at any time upon the written agreement of BMET, THMG and the Securityholder; the Ending Time; and the date, if any, that the Option Agreement is terminated in accordance with its terms. Upon termination of this Agreement in accordance with this Section 8 of the Agreement, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of any covenant, agreement or obligation hereunder, or a misrepresentation in this Agreement arising prior to termination.

THMG shall obtain all requisite regulatory and governmental approvals of the transaction contemplated hereunder as required by the TSXV and United States SEC, along with all applicable Charter Documents and corporate and other applicable Laws.  THMG shall use commercially reasonable efforts to obtain all requisite shareholder approvals of this Agreement and the transactions contemplated hereunder as required by the TSXV and SEC as well as under all applicable Charter Documents and corporate and other applicable Laws. THMG will make all necessary public disclosures and filings in the manner required by applicable Laws, and such approvals shall have become effective following any applicable waiting periods established by the requisite regulatory and governmental agencies.

The Company is solely responsible for determining the tax consequences to it and its Affiliates of this Agreement and the transaction contemplated thereby, including its acquisition or disposition of the BMET Consideration Shares; without limiting the foregoing, no representation or warranty is made by BMET regarding whether BMET has been or will be a "passive foreign investment company" for U.S. federal tax purposes. As a result of the sale of the common stock of SMMI, and Acquired Assets pursuant to the BeMetals Option Agreement, we will realize (and be required to recognize taxable) gain or loss, which will be determined on an asset-by-asset basis based upon the amount of taxable consideration (including purchase price minus certain liabilities assumed by the SMMI Purchaser) allocated to SMMI Acquired Asset. As of December 31, 2018, the Company has approximately $7.2 million of federal and state net operating loss carryforwards, approximately $6.7 million of which will expire between 2028 through 2036.  The remaining balance of approximately $0.5 million will never expire but whose utilization is limited to 80% of taxable income in any future year.

Unaudited Pro Forma Condensed Consolidated Statements of Cash Flows for the fiscal year ended December 31, 2020 and 2019, does not address all aspects of U.S. federal income taxes that may be relevant to the proposed transaction. For example, the Tax Discussion does not address revenue recognition of the Long-term investments of BeMetals Securities.  The permanency of this investment for tax treatment, has not been analyzed, and the fluctuation with the market value of the stock.  It is premature currently, to assume that the Unaudited Pro Forma Statement of Cash Flows equates to net tax cash flow. Management feels it has the flexibility at this point and any near-term impact to be shielded from tax liabilities, by Net Operating Losses, Deferred tax assets, and possibly valuation allowance.

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On February 27, 2019, Thunder Mountain Gold, Inc. entered into a Lease Option Agreement with BeMetals Corp.  Under the terms of the Lease Option Agreement, BeMetals Corp. will be entitled to purchase 100% of the issued and outstanding shares of South Mountain Mines, Inc. (SMMI) from Thunder Mountain Resources, Inc. (TMRI), both wholly owned subsidiaries of THMG. Because the Lease Option Agreement is related to the exploration of base metals, it does not fall within the scope of Accounting Standards Codification (ASC) 842-10-15-1(b). Therefore, on a consolidated basis, THMG will apply the option payments as an offset to the carrying value of the mineral property of South Mountain project, and once the asset is reduced to zero SMMI would recognize any residual value as income.

During the term of this Agreement, BeMetals Corp. shall reimburse SMMI for all reasonable and proper expenses incurred in providing the Management Services, provided that such expenses were directed and/or approved by the Technical Committee prior to being incurred.  BeMetals Corp. shall be responsible for all fees and expenses of the PEA Author in completing the PEA.

THMG will recognize a gain for the excess of the purchase price received over the net book value of SMMI sold, net of the utilization of available net operating losses. THMG currently carries a full valuation allowance on its deferred tax assets.

Pursuant to Nevada Revised Statute (“NRS”) Section 78.3793 unless otherwise provided in the articles of incorporation or the bylaws of the issuing corporation in effect on the 10th day following the acquisition of a controlling interest by an acquiring person, if the control shares are accorded full voting rights pursuant to NRS 78.378 to 78.3793, inclusive, and the acquiring person has acquired control shares with a majority or more of all the voting power, any stockholder, as that term is defined in NRS 92A.325, other than the acquiring person, whose shares are not voted in favor of authorizing voting rights for the control shares may dissent in accordance with the provisions of NRS 92A.300 to 92A.500, inclusive, and obtain payment of the fair value of his or her shares.

For a more complete discussion of rights of dissenting Thunder Mountain shareholders, see “ THE OPTION Agreement / Dissenters’ Rights ” beginning on page 33, and review “ Appendix B / Sections 92A.300 to 92A.500 of the Nevada Revised Statutes ” in the appendices of this Notice.

Our common stock is traded on the over-the-counter bulletin board (OTCQB) market regulated by the Financial Industry Regulatory Authority (FINRA) under the symbol “THMG”. The OTCQB quotations do not reflect inter-dealer prices, retail mark-ups, commissions or actual transactions.  Our stock currently trades at $0.08 per share. Our 52-week trading range is $0.035 to $0.21 per share.

On September 24, 2010, the Company’s common stock also began trading on the Toronto Stock Exchange Venture Exchange (“TSX-V”) in Canada and is quoted under the trading symbol “THM”.  Our last trade on the TSX-V was Cdn $0.165 per share, with a 52-week range of Cdn $0.14 to Cdn $0.245 per share.

As of December 31, 2018, there were approximately 1,509 shareholders of record of the Company’s common stock, with an unknown number of additional shareholders who hold shares through brokerage firms.

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A number of risk factors were considered by the Company in evaluating the BeMetals Option Agreement.  A variety of risks and other potentially negative factors concerning the BMET Option Agreement, including, among others, the following factors: The BeMetals Option Agreement may be adversely affected by exploration results, or adversely affected by metals price volatility causing us to cease exploration efforts.  Consideration to be received by the Company is highly contingent upon future events; costs incurred in connection with the Option Agreement, including transaction expenses; the risk of diverting management focus, employee attention and resources from other strategic opportunities and from operational matters, or other potential deals, while working to complete the BMET Option Agreement; the provisions of the BeMetals Option Agreement placing restrictions on the consideration shares of BeMetals until the restriction period of the BMET shares expires; early termination of the BeMetals Option Agreement by either party to the Agreement; and the risk to the Company of not entering into the Option Agreement.

BeMetals Corp. is a base metals exploration and development company. The Company recently signed an option agreement, with Thunder Mountain Gold Inc. (“Thunder Mountain”), to acquire up to 100% interest in the South Mountain zinc-silver focused polymetallic development project (the “South Mountain Project”) in southwest Idaho. BeMetals also has rights to acquire up to a 72% interest in the Pangeni copper project in the Zambian Copperbelt (see ‘Pangeni Copper Project’ below) The Company’s corporate strategy is to progress both the South Mountain Project and Pangeni Copper Project and evaluate other, high quality, potential base metal projects for acquisition with the goal of becoming a significant base metals producer.

In July 2018, the Company launched on the TSX Venture Exchange (“TSX-V”) under the symbol ‘BMET’ after completing its Qualifying Transaction related to the Pangeni Copper Project. In connection with the Qualifying Transaction, the Company raised gross proceeds of $2,240,000 through a private placement of 11,200,000 common shares at a price of $0.20 per share. Following the Qualifying Transaction, the Board of Directors remains comprised of John Wilton (President and CEO), Clive Johnson, Roger Richer, Tom Garagan, and Kristen Reinertson (CFO & Corporate Secretary) and have been joined by Derek Iwanaka as Vice-President of Investor Relations and Corporate Development in October 2018.

In September 2018, Dr. Richard Sillitoe joined the BeMetals team as a strategic and technical advisor. Dr. Sillitoe is one of the world’s foremost economic geological experts on base metal and other deposits. He provides additional valuable insight and technical recommendations to senior management and the board, key members of which have an extensive, proven track record in delivering considerable value in the mining sector, for the Company’s current and potential future projects.

In February 2019, the Company entered into an option agreement (the "South Mountain Agreement") with Thunder Mountain Gold, Inc. ("Thunder Mountain") and certain of its wholly-owned subsidiaries, to acquire up to a 100% interest in the South Mountain Project which the Company believes has the potential to become a high-grade zinc-silver polymetallic mine, subject to successful completion of

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Thunder Mountain Gold Inc. is a junior exploration company founded in 1935 and owns interests in base and precious metals projects in the western U.S. Thunder Mountain’s principal asset is The South Mountain Mine, an historic former producer of zinc, silver, gold, lead, and copper, located on private land in southern Idaho, just north of the Nevada border.  The Company also owns 100% of the Trout Creek Project – a grass roots gold target in the Eureka-Battle Mountain trend of central Nevada. 

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The consolidated financial statements for the year ended December 31, 2018 have been prepared under the assumption that we will continue as a going concern. Such assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the consolidated financial statements for the period ended December 31, 2018, we did not have sufficient cash reserves to cover normal operating expenditures for the following 12 months.

The liquidity of the Company was enhanced on February 27, 2019, when the Company entered into an Option Agreement, (the “BeMetals Option Agreement”) with BeMetals Corp., a British Columbia corporation (“BeMetals”), and BeMetals USA Corp., a Delaware corporation (“BMET USA”), a wholly owned subsidiary of BeMetals. Under the terms of the BeMetals Option Agreement, BMET USA will be entitled to purchase 100% of the issued and outstanding shares of SMMI from TMRI, both wholly owned subsidiaries of the Company. The term of the agreement is for two years with BeMetals completing a preliminary economic assessment ("PEA") completed by a mutually agreed third-party engineering firm. BeMetals will issue 10 million BMET common shares (Consideration Shares) to TMRI. BeMetals will also purchase of 2.5 million shares of the Company’s common stock at a price of $0.10 per share, for an aggregate purchase price of $250,000, on a private placement. BeMetals will make cash payments of $850,000 over the 24 months of the agreement and another $250,000 upon exercise of the Option Agreement, for total cash payments to the Company of $1,100,000, in addition to the private placement. The exercise of the Option Agreement price can be paid in combination with cash and BeMetals common shares.  

The first payment of $100,000 under the BeMetals Option Agreement was received by the Company on March 1, 2019. BeMetals Corp. will purchase the 2.5 million THMG shares in a private placement upon

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The BeMetals Option Agreement may be adversely affected by exploration results, or adversely affected by metals price volatility causing us to cease exploration efforts.  Consideration to be received by the Company is highly contingent upon future events.

There is no guarantee that the BeMetals Option Agreement will be exercised. This Agreement, and associated payments to the Company, are a contingent consideration, and may be terminated at any time by BeMetals during the Option period.  The completion and exercise of the BeMetals Option Agreement is affected by the success of BeMetals exploration efforts is contingent upon 1) certain conditions precedent; 2) the price of metals that are affected by numerous factors including inflation, investor speculative activities, relative exchange rate of the U.S. dollar to other currencies, global and regional demand and production, global and regional political and economic conditions, and production costs in major producing regions. These factors are beyond our control and are impossible for us to predict.

There is no guarantee that the BeMetals consideration shares, in the event BeMetals Corp. elects to use its shares as consideration, that may be issued to the Company will be tradeable or liquid, and the future valuation is subject to significant uncertainty and cannot be determined at this time. The amount of consideration shares is dependent upon the results of BeMetals Corp. exploration results, and the corresponding Preliminary Economic Analysis (PEA) that BeMetals Corp. will produce.  There is no guarantee that current prices for metals and other commodities will be sustained. If the market prices for these commodities weaken, then the BeMetals Option Agreement may not be exercised.

Mineral exploration is highly speculative. It involves many risks and often does not produce positive results. Even if we find a valuable mineral deposit, it may take many additional years or more before production is possible because of the need for additional detailed exploration, pre-production studies, permitting, financing, construction and start up. During that time, it may not be economically feasible to produce those minerals. Establishing ore reserves requires us to make substantial capital expenditures and, in the case of new properties, to construct mining and processing facilities. As a result of these costs and uncertainties, we will not be able to develop any potentially economic mineral deposits.

If we do find an economic mineral reserve, and it is put into production, it should be noted that mines have limited lives and as a result, we need to continually seek to find new properties. In addition, there is a limited supply of desirable mineral lands available in the United States or elsewhere where we would consider conducting exploration activities. Because we face strong competition for new properties from other exploration and mining companies, some of whom have greater financial resources than we do, we may be unable to acquire attractive new mining properties on terms that we consider acceptable.

Mining operations involve a number of risks and hazards including: 1) environmental hazards; 2) political and country risks; 3) industrial accidents; 4) labor disputes; 5) unusual or unexpected geologic formations; 6) high wall failures, cave-ins or explosive rock failures, and; 7) flooding and periodic interruptions due to inclement or hazardous weather conditions.  Such risks could result in: 1) damage to or destruction of mineral properties or producing facilities; 2) personal injury; 3) environmental damage; 4) delays in exploration efforts; 5) monetary losses, and; 6) legal liability.

We have no insurance against any of these risks. To the extent we are subject to environmental liabilities, we would have to pay for these liabilities. Moreover, in the event that we ever become an operator of a mine, and unable to fully pay for the cost of remedying an environmental problem, should it occur, we might be required to suspend operations or enter into other interim compliance measures.

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There are a number of risk factors associated with BeMetals and the proposed South Mountain Project transaction. The risks factors associated with the principal business of BeMetals described below summarize and supplement the risk factors contained in BeMetals’ filing statement (the “Filing Statement”) dated July 18, 2018 and BeMetals’ management’s discussion and analysis for the year ended December 31, 2018 dated April 23, 2019 (the “MD&A”), available under the BeMetals’ profile on SEDAR at www.sedar.com and should be read in conjunction with the more detailed risk factors outlined in the Filing Statement and MD&A:

Resource exploration, development, and operations are highly speculative, characterized by a number of significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production.  Few properties that are explored are ultimately developed into producing mines.  Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are other risks involved in the operation of mines and the

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Both the Pangeni Exploration Project and the South Mountain Project are exploration targets.  There has been insufficient exploration to determine if there are mineral resources or mineral reserves as defined under National Instrument 43-101 and there is no certainty that further exploration will result in the discovery of mineral resources or mineral reserves at these projects.

BeMetals has no history of operations and expects that its losses will continue for the foreseeable future.  No mineral deposit has yet been found on the Pangeni Exploration Project or the South Mountain Project.  BeMetals will have rights to acquire only these two mineral properties upon completion of the option agreements.  There can be no assurance that BeMetals will be able to acquire additional properties.  If BeMetals is unable to acquire additional properties, its entire prospects will rest solely with the Pangeni Exploration Project and the South Mountain Project and accordingly, the risk of being unable to identify a mineral deposit will be higher than if BeMetals had additional properties to explore. There can be no assurance that BeMetals will be profitable in the future.  BeMetals’ operating expenses and capital expenditures may increase in subsequent years as needed consultants, personnel and equipment associated with advancing exploration, and development of the Pangeni Exploration Project, the South Mountain Project and any other properties BeMetals may acquire are added.  The amounts and timing of expenditures will depend on the progress of ongoing exploration and development, the results of consultants' analyses and recommendations, the rate at which operating losses are incurred, the execution of any joint venture agreements with strategic partners, and BeMetals’ acquisition of additional properties and other factors, many of which are beyond BeMetals’ control.  BeMetals does not expect to receive revenues from operations in the foreseeable future, if at all.  BeMetals expects to incur losses unless and until such time as the Pangeni Exploration Project, the South Mountain Project and/or any other properties BeMetals may acquire enter into commercial production and generate sufficient revenues to fund its continuing operation, the development of the Pangeni Exploration Project, the South Mountain Project and/or any other properties BeMetals may acquire will require the commitment of substantial resources to conduct the time-consuming exploration and development of properties.  There can be no assurance that BeMetals will generate any revenues or achieve profitability.  There can be no assurance that the underlying assumed levels of expenses will prove to be accurate.

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BeMetals is engaged in the acquisition and exploration of natural resource properties, an inherently risky business, and there is no assurance that economically recoverable resources will ever be discovered and subsequently put into production. Most exploration projects do not result in the discovery of economically recoverable resources. Exploration activities require large amounts of capital. There is a risk that during the current difficult economic situation the BeMetals will not be able to raise sufficient funds to finance its projects to a successful development and production stage.

While the BeMetals’ management and technical team carefully evaluate all potential projects prior to committing the BeMetals’ participation and funds, there is a high degree of risk that the BeMetals’ exploration efforts will not result in discovering economically recoverable resources.

BeMetals depends on the business and technical expertise of its management team and there is little possibility that this dependence will decrease in the near term.

Other risk factors common in mineral exploration and discussed in detail in the Filing Statement include: commodity prices, uninsurable risks, operating hazards and risks, permits and licenses, competition, environmental matters, infrastructure, dependence on key personnel, conflicts of interest, dependence on limited projects, changes in general economic conditions, dangers inherent to mining activities, exploration and development risks, risks related to operations in a foreign jurisdiction, government regulations, anti-bribery laws, no assurance of ability to acquire properties for growth, emerging climate change regulations, litigation and other proceedings, limited market for securities, future sales or issuances of equity securities, cyber security threats, and fluctuations in foreign currency exchange rates.

There is no guarantee that the BeMetals Option Agreement will be exercised. However, if the Option is exercised, there is no guarantee that the Company will receive the highest value for the project, because the valuation is subject to forces beyond our control, including metal markets; capital markets; technology costs; labor and fuel costs; and general timing.  The completion and exercise of the BeMetals Option Agreement is affected by the success of BeMetals exploration efforts is contingent upon 1) certain conditions precedent; 2) the price of metals that are affected by numerous factors including inflation, investor speculative activities, relative exchange rate of the U.S. dollar to other currencies, global and regional demand and production, global and regional political and economic conditions, and production costs in major producing regions. These factors are beyond our control and are impossible for us to predict.

If the Option is exercised, there is no guarantee that the BeMetals consideration shares, in the event BeMetals Corp. elects to use its shares as consideration, will be tradeable or liquid, and the future valuation is subject to significant uncertainty and cannot be determined at this time. The amount of consideration shares is dependent upon the results of BeMetals Corp. exploration results, and the corresponding Preliminary Economic Analysis (PEA) that BeMetals Corp. will produce, including metals prices and operating costs.  There is no guarantee that current prices for metals and other commodities will be sustained. If the market prices for these commodities weaken, then the BeMetals Option Agreement may not be exercised.

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This information statement contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934. Forward-looking statement relate to matters that are not historical facts and provide our current expectations and forecasts about future events. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “strive,” “future,” “intend,” and comparable terminology or the negatives of those words, or by discussions of strategy. While we believe our assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. Risks and uncertainties that could cause actual results to differ include, without limitation, failure to consummate or delays in consummating the BMET Option Agreement , transaction costs associated with the BMET Option Agreement , unexpected losses of economies of scope or scale, a decrease or adjustment in the purchase price or other amendment to the BeMetals Option Agreement or the BeMetals Option Agreement , failure to obtain necessary governmental approvals, and other risks and uncertainties included in reports we file with or furnish to the Securities and Exchange Commission. We caution you that no forward-looking statement is a guarantee of future performance, and you should not place undue reliance on these forward-looking statements which reflect our view only as of the date of this information statement. We undertake no obligation to update any forward-looking information.

Thunder Mountain Gold Inc. was originally incorporated under the laws of the State of Idaho on November 9, 1935, under the name of Montgomery Mines, Inc. In April 1978 controlling interest in the Montgomery Mines Corporation was obtained by a group of the Thunder Mountain property holders who then changed the corporate name to Thunder Mountain Gold, Inc. with the primary goal to further develop their holdings in the Thunder Mountain Mining District, Valley County, Idaho.  

The Company moved its situs from Idaho to Nevada, but maintains its corporate offices in Garden City, Idaho. On December 10, 2007, articles of incorporation were filed with the Secretary of State in Nevada for Thunder Mountain Gold, Inc., a Nevada Corporation.  The Directors of Thunder Mountain Gold, Inc. (Nevada) were the same as for Thunder Mountain Gold, Inc. (Idaho).  

On January 25, 2008, the shareholders approved the merger of Thunder Mountain Gold, Inc. (Idaho) with Thunder Mountain Gold, Inc. (Nevada), which was completed by a share for share exchange of common stock. The terms of the merger were such that the Nevada Corporation was the surviving entity.  The number of authorized shares for the Nevada Corporation is 200,000,000 shares of common stock with a par value of $0.001 per share and 5,000,000 shares of preferred stock with a par value of $0.0001 per share.  

The Company is structured as follows: The Company owns 100% of the outstanding stock of Thunder Mountain Resources, Inc., a Nevada Corporation. Thunder Mountain Resources, Inc. owns 100% of the outstanding stock of South Mountain Mines, Inc., an Idaho Corporation. South Mountain Mines, Inc. owns 75% of Owyhee Gold Territory, LLC.

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BeMetals Corp. (“BeMetals”) is a base metals exploration and development company, driving its growth strategy towards the goal of becoming a significant base metal producer through the acquisition of quality exploration, development and production stage projects.  Currently BeMetals is advancing the exploration of its Pangeni Copper Project in Zambia and has entered into an option agreement to acquire a 100% interest in the advanced stage, high-grade zinc-silver South Mountain Project in southwest Idaho, USA.  The option agreement is subject to a number of approvals, including TSX Venture Exchange approval.

The Pangeni Copper Project is located on the western extension of the Zambian Copperbelt; Zambia is in one of Africa’s most stable jurisdictions and has a long history of copper and cobalt production with numerous mining and smelting operations and the Zambian Copperbelt has been identified by a number of major international mining companies to be prospective for the discovery of tier one copper mines.

BeMetals founding directors include Clive Johnson, Roger Richer, Tom Garagan and John Wilton.  The Company’s growth strategy is led by a strong team who have an extensive record in delivering value in the mining sector through the discovery, construction and operation of mines around the world. As at December 31, 2018, BeMetals had working capital $310,111, total assets of $3,840,480 and recently announced an equity financing for gross proceeds of up to C$6,250,000, which is expected to close in May 2019.

BeMetals USA Corp. is a wholly-owned company of BeMetals Corp., and a company existing under the laws of Delaware.

BeMetals’s registered office is located at Suite 3123 - 595 Burrard Street, PO Box 49139 Three Bentall Centre, Vancouver, British Columbia V7X 1J5, and its telephone number is (604) 609-6141. BeMetals common stock is listed on the TSXV, trading under the symbol “BMET”.

The BeMetals Option Agreement is structured so as to minimize the risk to both parties, while allowing for both sides to conduct additional due diligence.  The term of the Agreement if for 24 months, which can be extended up to 12 months in the event that BeMetals has not completed the required PEA on the Project.  Consideration during the term and exercise of the Agreement is in the form of cash and BeMetals Stock.  

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THMG has historically operated as a junior exploration company, with interests in base and precious metals projects in the western U.S. Thunder Mountain’s principal asset was the Thunder Mountain Gold Mine in central Idaho.   That asset was sold in 2005.  The Company turned its attention to finding a new primary asset, and in 2007, purchased the outstanding shares in South Mountain Mines Inc., an historic former producer of zinc, silver, gold, lead, and copper, located on private land in southern Idaho, just north of the Nevada border.  The Company also owns 100% of the Trout Creek Project – a grass roots gold target in the Eureka-Battle Mountain trend of central Nevada. 

Over the last few years, THMG began to explore new strategies for growth in order to enhance its financial performance and increase shareholder value. THMG’s board of directors and its senior leadership, in consultation with its advisors, considered a wide range of transactions as alternatives to maximize shareholder value, including;  the continuation of THMG’s current operating strategy; the formation of a joint venture at South Mountain; and potential divestitures, acquisitions and capital formation transactions. As a result of these evaluations, and after considering a variety of factors surrounding the operations and financial results of  the Company and SMMI, THMG’s management and its board of directors concluded that pursuing an option agreement with South Mountain Mines Inc. and another entity such as BeMetals Corp. was the course most likely to best position THMG and SMMI for success and create the greatest enhancement to shareholder value.

In late 2018, THMG began dialogue with BeMetals Corp. BeMetals Corp. (TSX-V: BMET) is a new player in base metals exploration and development. BeMetals was created by three founding executives of B2Gold Corp. (NYSE: BTG TSX: BTO) and Bema Gold Corporation (NYSE & TSX: BGO).  BeMetals is driving its growth strategy towards the goal of becoming a significant base metal producer through the acquisition of quality exploration, development and production stage base metals projects. This strategy is directed by the Board, key members of which have an extensive, proven track record in delivering considerable value in the mining sector through the discovery and building of mines.

Currently the BMET is advancing the exploration of its Pangeni Copper Project in Zambia. Zambia is one of Africa’s most stable jurisdictions and has a long history of copper and cobalt production with numerous mining and smelting operations. The Pangeni Copper Project is located on the western extension of the Zambian Copperbelt. A number of major international mining companies have identified this region of Zambia to be prospective for the discovery of tier one copper mines and are conducting exploration field work.  Additionally, BeMetals continually evaluates many exploration, development and production stage projects internationally. BeMetals evaluates potential projects through target generation of the highly experienced team, and the Company benefits from the very strong deal flow created through the network of directors, advisors and management.

On December 7, 2018, after careful consideration of THMG`s Board, led by their special committee, THMG signed a Letter of Agreement with BeMetals Corp. to consider developing an option agreement with BeMetals Corp. whereby BeMetals Corp. would complete a Preliminary Economic Analysis (PEA) on South Mountain over a 24-month period.  In return, BeMetals would make cash payments to THMG and issue consideration shares to THMG based on the results of the PEA.

On January 24, 2019, THMG asked their independent Auditor – Decoria, Maichel and Teague – to look at the accounting impacts of the proposed transaction.  

On February 13, 2019, The Special Committee (the “Committee”) of the Board of Directors (the “Board”) of Thunder Mountain Gold, Inc. engaged  Evans & Evans, Inc. (“Evans & Evans”) for preparation of a Fairness Opinion (the “Report”) for the Committee and Board. The Committee has requested the Report to have an independent opinion as to the fairness of the Proposed Transaction, from a financial point of view, to the shareholders of Thunder Mountain. In preparing the Report, Evans & Evans carefully considered both the quantitative and qualitative factors related to the Proposed Transaction. The Report

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During the course of reaching its decision to approve the BMET Option Agreement, our board of directors consulted with senior management of THMG and THMG’s financial and legal advisors, and considered a number of factors that the board of directors believed supported its decision, including, but not limited to, the following factors:

Strategic and Financial Considerations . The board of director’s view that the BMET Option Agreement  will provide a number of strategic and financial benefits to Thunder Mountain Gold, including the following:

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Evans & Evans, Inc. (“Evans & Evans” or the “authors of the Opinion”) were engaged to help the Board determine if the Option Agreement was fair to the THMG shareholders. The opinion of Evans and Evans to THMG’s board of directors that, based upon and subject to the procedures followed, limitations on the review undertaken, assumptions made and qualifications and other matters contained in Evans and Evans’s opinion, as of the date of Evans and Evans’s opinion, the aggregate consideration of cash and stock to be received by THMG from BeMetals Corp. in the BMET Option Agreement was fair to Thunder Mountain Gold and their shareholders from a financial point of view.

Thunder Mountain Gold, with the assistance and direction of their Special Committee of the Board, conducted an exhaustive due diligence process with respect to capitalizing SMMI and the project.  This sale process included reviewing 4 potential offers, executing non-disclosure Agreements with 6 potential strategic companies, holding meetings and site visits with 4 of the potential purchasers and receiving initial bids from four potential partners. Once the board of directors determined that an option agreement was the right course for financing, it was the board of director’s view that the BeMetals proposal, as compared to the other proposals received for SMMI, was far and away the most favorable alternative available to Thunder Mountain Gold, including the other acquisition proposals submitted for SMMI.

THMG has been actively seeking a strategic partner to advance South Mountain for over 12 months. Evans & Evans reviewed alternative transactions, including equity financing by THMG to fund the advancement of the Project.  Given the current trading price of THMG, any equity financing would be highly dilutive to existing THMG shareholders. Evans and Evans found the terms of the Option Agreement were favorable relative to alternative transactions in which the other party had sufficient resources to complete a transaction.

During the term of this Agreement, each THMG Party will cause each of TMRI, SMMI and OGT to carry on its business only in the normal and ordinary course consistent with past practices, which includes the maintenance of all insurance policies existing at the Execution Date, and except as required to give effect to this Agreement. BMET and its Personnel will be entitled to inspect and copy the corporate, financial and other records and documents pertaining to each TMRI Party and OGT at all reasonable times upon reasonable notice.

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(4) keep the Property in good standing as required by applicable Law including by payment of taxes or other charges, including payments under the Leases and the Mining Lease, the doing and filing of all necessary work and by the doing of all other acts and things and making all other payments which may be necessary in that regard and upon the written request of the Non-operating Party, provide it with evidence of such payments;  

(5) except for the Permitted Encumbrances, keep the Property free and clear of all Encumbrances (except for liens for taxes not yet due, other inchoate liens and liens contested in good faith by the Operator) and to proceed with all diligence to contest and discharge any such Encumbrance that is filed;  

(6) permit any Personnel of any Non-operating Party at their own expense and risk, access to the Property at all reasonable times; and upon being provided with reasonable notice, access (at all reasonable times) to all records (whether in tangible or electronic form) of the Operator pertaining to the Operations and the Property;  

(7) permit each Non-operating Party, upon being provided with reasonable notice, to inspect and copy, at all reasonable times, any Exploration Data;  

(8) during the term of this Agreement and for a period of 2 years after the expiry or termination of this Agreement maintain true and correct books, accounts and records of Expenditure and otherwise in accordance with IFRS;  

(9) deliver to each Party as soon as is practicable and in any event on or before December 31 in each Year, all Exploration Data learned or obtained from the Operations carried out during that Year;  

(10) except as permitted by any permit or Law, not release into the environment, or deposit, place, or dispose of any hazardous or toxic materials, substances, pollutants, contaminants at, on or near the Property as a result of the exploration and development operations conducted by BMET USA as the Operator;  

(11) ensure any work done on the Property is fully reclaimed in accordance with all legal requirements (as evidenced by permit requirements where applicable and as required under underlying lease agreements) and industry practice;  

(12) prepare applications, and notices for and acquisition of environmental and other Permits necessary or desirable to commence and complete exploration and development activities;  

(13) keep current, all notices for and acquisition of environmental and other Permits necessary or desirable to commence and complete exploration and development activities;  

(14) deliver to each Party annually, on or before December 31 in each Year, a report on the Operations conducted on or with respect to the Property during that Year summarizing any significant technical data learned or obtained and providing a breakdown of Expenditure incurred in carrying out the Operations for that Year;  

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THMG may complete one or more equity financings (the "Permitted Financings"), so long as the issuance of securities pursuant to each Permitted Financing, does not and will not result in the THMG Supporting Shareholders holding or controlling at any time prior to the THMG Shareholder Approvals having been obtained, in the aggregate, shares carrying 50% or less of the voting rights attached to all outstanding THMG Shares on both an undiluted and fully diluted basis; or prior to or concurrently with completion of each Permitted Financing, THMG shall have obtained and delivered to BMET such additional THMG Voting Support Agreements duly executed by investors and/or THMG shareholders as may be required to ensure that shares carrying more than 50% of the voting rights attached to all outstanding THMG Shares, on both an undiluted and fully diluted basis, immediately following such Permitted Financing are held or controlled by persons who have executed THMG Voting Support Agreements.

Each Party to the Agreement must at its own cost use its reasonable efforts to procure satisfaction of the Tranche 2 Conditions Precedent, including financing by BMET, that are applicable to it as soon as practicable after the Execution Date.

To the maximum extent permitted by applicable Law, each Party must keep the other Party promptly and reasonably informed of the steps it has (or its Affiliates have) taken and of its (or its Affiliates) progress towards satisfaction of the Tranche 2 Conditions Precedent, including providing copies of any correspondence or lodgements with a Governmental Authority; promptly notify the other Party in writing if it becomes aware that any Tranche 2 Condition Precedent has been satisfied, in which case the notifying Party will also provide reasonable evidence that the Tranche 2 Condition Precedent has been satisfied; and promptly notify the other Party in writing of a failure to satisfy a Tranche 2 Condition Precedent or of any fact or circumstance that does, or that it reasonably believes may, result in a Tranche 2 Condition Precedent becoming incapable of being satisfied or that may result in a Tranche 2 Condition Precedent not being satisfied in accordance with its terms.

It is expected that following the closing of the BMET Option Agreement, BMET will offer management contract agreements to 3 THMG employees, including certain of our executive officers. In addition, two executives from THMG will be part of a joint Technical Committee responsible for overseeing the development work under the Option at the Project.

In connection with the BMET Option Agreement, THMG will enter into a Management Services Agreement with BMET USA and SMMI further to and as contemplated in the Option Agreement.  Under this Management Services Agreement, SMMI will provide the management services described below to BMET USA in respect of the South Mountain Property, to enable the BMET Parties to perform exploration and development work in respect of the Property in the manner contemplated in the Option Agreement (the "Management Services") including, but not limited to:

 assisting BMET USA personnel and the Technical Committee in running the Operations in accordance with the terms of the Option Agreement;  

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As a result of the sale of the common stock of SMMI, and Acquired Assets pursuant to the BeMetals Option Agreement, we will realize (and be required to recognize taxable) gain or loss, which will be determined on an asset-by-asset basis based upon the amount of taxable consideration (including purchase price minus certain liabilities assumed by the SMMI Purchaser) allocated to SMMI Acquired Asset.

As of December 31, 2018, the Company has approximately $7.2 million of federal and state net operating loss carryforwards, approximately $6.7 million of which will expire between 2028 through 2036.  The remaining balance of approximately $0.5 million will never expire but whose utilization is limited to 80% of taxable income in any future year.

Our U.S. shareholders will not realize any gain or loss for U.S. federal income tax purposes as a result of the BMET Option Agreement.

The discussion of certain U.S. Federal Income Tax considerations in this information statement (“tax discussion”) is general in nature and does not constitute a tax opinion or tax advice. The tax discussion was written exclusively to describe certain potential tax implications of the transactions described herein. A shareholder of THMG may not rely upon the tax discussion for any purpose other than the purpose expressed in the preceding sentence and therefore, by way of illustration, may not rely upon the tax discussion for the purpose of avoiding any tax penalties that may be asserted by the Internal Revenue Service against the shareholder. Every shareholder should consult, and must depend upon, its own tax adviser concerning the tax consequences of the transaction contemplated herein, including the application of state and local, foreign, estate, gift, and other tax considerations.

On February 27, 2019, Thunder Mountain Gold, Inc. entered into a Lease Option Agreement with BeMetals Corp.  Under the terms of the Lease Option Agreement, BeMetals Corp. will be entitled to purchase 100% of the issued and outstanding shares of South Mountain Mines, Inc. (SMMI) from Thunder Mountain Resources, Inc. (TMRI), both wholly owned subsidiaries of THMG. Because the Lease Option Agreement is related to the exploration of base metals, it does not fall within the scope of Accounting Standards Codification (ASC) 842-10-15-1(b). Therefore, on a consolidated basis, THMG will apply the option payments as an offset to the carrying value of the mineral property of South Mountain project, and once the asset is reduced to zero SMMI would recognize any residual value as income.

During the term of this Agreement, BeMetals Corp. shall reimburse SMMI for all reasonable and proper expenses incurred in providing the Management Services, provided that such expenses were directed

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Thunder Mountain registered shareholders may exercise rights of dissent under Provisions of NRS 92A.300 to 92A.500, with respect to shares of Thunder Mountain common stock in connection with the Option Agreement and exercise thereof. Thunder Mountain registered shareholders who wish to dissent should take note that strict compliance with the provisions of Provisions of NRS 92A.300 to 92A.500, is required.

In general, any Thunder Mountain registered shareholder who validly dissents from the Option Agreement will be entitled, in the event that the Option is approved, to be paid the fair value as of immediately before the signing of the Agreement, in cash, of the Thunder Mountain common stock in respect of which the shareholder has exercised  dissent rights determined in accordance with the procedures applicable to the payout value set out in the provisions of NRS 92A.300 to 92A.500.

Each dissenting shareholder who validly exercises  dissent rights and who is ultimately entitled to be paid the fair value of his, her or its Thunder Mountain common stock will be deemed to have transferred to Thunder Mountain for cancellation the Thunder Mountain common stock in respect of which he, she or it dissented (free of any claims). The  dissenting shareholder will cease to have any rights as a Thunder Mountain shareholder and may not vote, or exercise or assert any rights of a Thunder Mountain shareholder other than the entitlement to be paid fair value for such Thunder Mountain common stock less withholding tax (if applicable), in accordance with the  dissent rights. In no circumstances shall Thunder Mountain Gold Inc., Thunder Mountain Resources Inc., South Mountain Mines Inc., or any other person be required to recognize a person exercising dissent rights unless such person is a registered holder of those shares of Thunder Mountain common stock in respect of which such rights are sought to be exercised. For greater certainty, in no case shall Thunder Mountain Gold Inc., Thunder Mountain Resources Inc., South Mountain Mines Inc. or any other person be required to recognize dissenting shareholders as holders of Thunder Mountain common stock after the Agreement becomes effective, and the names of such  dissenting shareholders shall be deleted from the register of Thunder Mountain shareholders as of the effective time of the Agreement.

Only Thunder Mountain registered shareholders are entitled to exercise  dissent rights. For greater certainty, none of the following shall be entitled to exercise  dissent rights: (i) holders of Thunder Mountain stock options, (ii) Thunder Mountain registered shareholders who voted, or have instructed a proxyholder to vote, in favor of the  resolution, and (iii) beneficial owners of Thunder Mountain common stock whose Thunder Mountain common stock are registered in the name of someone else (except by having the registered holder of such shares exercise the right of dissent on behalf of such beneficial owner).

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If TMRI does not deliver a Proposed Adjustment Notice to BMET USA prior to the expiration of the Review Period, the amount of Tranche 6 Shares (or payment in lieu thereof) pursuant to section 4.2(1)(g), including the amount of the Tranche 6 Value Payment, each as set out in the Tranche 6 Calculation shall become final, binding and conclusive on BMET USA and the THMG Parties. If THMG does deliver a Proposed Adjustment Notice, the provisions of section 6.1(3) shall be applicable.

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In the event of dispute in respect of the Tranche 6 Calculation pursuant to this section 6.1, the Parties acknowledge and agree that the Option Period and the Tranche 6 Payment Date shall be extended until the date that is five (5) Business Days following the date of final resolution thereof.

BeMetals will issue 10 million BMET common shares (Consideration Shares) to TMRI, and BeMetals will also purchase of 2.5 million shares of the Company’s common stock at a price of $0.10 per share, for an aggregate purchase price of $250,000, on a private placement. BeMetals will make cash payments of $1,100,000 over the 24 months of the Option Agreement. The first Tranche of $100,000 has been paid to the Company. The exercise of the Option Agreement price can be paid in combination with cash and BeMetals common shares.  

The calculation of the purchase price is an amount equal to the lesser of 50% of the market capitalization of BeMetals at the time; and the greater of either $10 million, or 20% the net present value of the South Mountain Project as calculated in a PEA that BeMetals is required to produce.

Payment may be satisfied by through the delivery of BMET common shares (Consideration Shares), a cash payment or a combination of Consideration Shares and cash. The BMET common shares will be issued at a deemed value based on the 5-day VWAP of Consideration Shares immediately prior to the date that BMET USA gives notice of its intention to exercise the option.

Payment(s) may be accelerated to exercise the Option Agreement, and restrictions will exist on resale of BeMetals common shares. The Company will not be granted any anti-dilution rights in respect of the Consideration Shares. There is no assurance that the transactions contemplated under the BeMetals Option Agreement will be completed.  

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BMET will then, within one (1) Business Day following delivery to the BMET Parties of duly executed copies of such documents, BMET USA shall enter into the SMMI/BMET USA Management Contract with SMMI.

The value of the Tranche 6 payment will be based upon the 5-day Volume Weighted Average Price (VWAP) of the BMET Shares immediately prior to the date of the Option Exercise Notice, multiplied by the number of Tranche 6 Shares in question.

Closing or Completion shall occur on the Tranche 6 Payment Date at the offices of BMET USA's counsel, DuMoulin Black LLP at 10 ^th Floor, 595 Howe Street, Vancouver, British Columbia, or on or at such other date, time or location as may be agreed upon in writing by the Parties.

At Completion, BMET USA will, subject to delivery by the THMG Parties of certain documents described in the Agreement, pay to TMRI by way of wire transfer, certified check or other immediately available funds, an amount equal to the sum of $250,000, and the portion of the Tranche 6 Value Payment

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 it is duly incorporated, amalgamated or continued and validly exists under the law of its place of incorporation, amalgamation or continuance;  

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(20) THMG is a reporting issuer in good standing under the Securities Laws of the Provinces of British Columbia and Alberta;  

(21) the THMG Shares are registered under Section 12(g) of the U.S. Exchange Act;  

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(24) THMG has complied with its obligation under Securities Laws to make timely disclosure of all material changes relating to it and no such disclosure has been made on a confidential basis and there is no material change relating to THMG that has occurred and with respect to which the requisite material change report has not been filed;  

(25) the authorized capital of THMG consists of 200,000,000 shares, and 5,000,000 preferred shares, of which 57,645,579 THMG Shares and no preferred shares are issued and outstanding as fully paid and non-assessable on the Execution Date. All outstanding THMG Shares have been duly authorized, are validly issued in accordance with Applicable Law and are outstanding as fully paid and non-assessable shares in the capital of THMG. Other than as disclosed in the THMG Disclosure Documents or as may be issued in connection with this Agreement, there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to any shares in the capital of THMG or obligating THMG to issue or sell any shares of, or any other securities or interest in, THMG. THMG does not have outstanding or authorized any share appreciation, phantom share, profit participation or similar plans;  

(26) THMG's issued and outstanding common shares are listed and posted for trading on the TSXV and have been admitted for trading on the OTCQB;  

(27) the THMG Equity Placement Shares to be issued pursuant to the THMG Equity Placement will be accepted by the TSXV and any other required approval, consent or acceptance of the TSXV or from any other regulatory body having jurisdiction in connection with this Agreement or its subject matter will have been obtained prior to the Tranche 2 Completion Date (subject to usual qualifications) and the THMG Equity Placement Shares will at the time of issuance be listed on the TSXV and freely tradeable subject only to the resale restrictions as set out in the THMG Equity Placement Subscription Agreement and to compliance with applicable Securities Laws;  

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(35) The Property is properly and accurately described in Schedule 1 and the Property comprises all of the real property interests held by the THMG Parties and OGT in Owyhee County, Idaho;  

(36) OGT is the exclusive beneficial and registered or recorded owner of the Property, free and clear of any and all encumbrances, except Permitted Encumbrances and subject to the Mining Lease;  

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(41) there is no renegotiation of or attempt to renegotiate any terms of any Lease and no party to a Lease has made written demand for such renegotiation. No party to any such Lease has taken, or threatened in writing to take, a position regarding the interpretation or application of any material term that is reasonably expected to result in dispute resolution or litigation;  

(43) without limiting section 3.2(27), and other than the Mining Lease, there are no outstanding agreements, options or other arrangements to acquire or purchase the Property or any interest in the Property and no person has any royalty or other interest whatsoever in production or profits from the Property;  

(44) all work or expenditure obligations applicable to the Property, all reports of the work or expenditure and other requirements to be satisfied or filed to keep the Property in good standing which were to have been satisfied by the date this representation is being made have been filed and satisfied and there are no disputes, threatened or now existing, relating to such obligations;  

(45) all rentals, taxes, assessments, renewal fees and other governmental charges applicable to, or imposed on, the Property which were due to be paid on or before the date this representation is being made have been timely paid in full;  

(46) each THMG Party has made available to the BMET Parties all Exploration Data in its possession as at the date this representation is being made and that Exploration Data is true and correct in all material respects and no relevant Exploration Data in respect of the Property has been withheld;  

(47) there are no actual, alleged, potential or future adverse claims, challenges, suits, actions, prosecutions, investigations or proceedings against or to, the ownership of, or title to, the Property or any challenge to any THMG Party's right, title or interest in the Property nor to the best of its knowledge is there any basis for any of the foregoing;  

(49) the Property does not lie within any protected area, rescued area, reserve, reservation or special needs lands as designated by any Governmental Authority having jurisdiction, that would impair the exploration for Minerals or the development of a mining project on the Property;  

(50) there are no orders or directions relating to environmental matters that remain unresolved, place limitations on the activities that can be conducted on the Property, or require any work, repairs, construction or capital expenditures with respect to the Property or the conduct of the business; and, to the best of the THMG Parties' knowledge, (i) all activity on the Property has been in material compliance with applicable Environmental Laws; and (ii) conditions on and relating to the Property are in material compliance with Environmental Laws;  

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(54) each THMG Party and its Personnel, and, to the best of its knowledge, its predecessors in title or interest, and OGT, have conducted all activities on or in respect of the Property in compliance with all applicable Law (including Anti-Corruption Law).  

(55) the authorized capital of TMRI consists of 100,000,000 shares of common stock with a par value  of US$0.001 per share and 5,000,000 preferred shares, of which 10,000,000 shares of common stock and 5,000,000 preferred shares are issued and outstanding as fully paid and non-assessable;  

(56) THMG is the registered, legal and beneficial owner of 100% of the TMRI Shares, has good and marketable title to the TMRI Shares and the TMRI Shares are free and clear of any Encumbrance or third-party claim;  

(57) THMG has not given or agreed to give any Encumbrance over any of the TMRI Shares;  

(58) the TMRI Shares are validly issued and fully paid and no moneys are owing in respect of them;  

(59) none of the TMRI Shares has been issued in violation of any applicable Laws or pre-emptive or other third-party rights and TMRI has not declared any dividend or other distribution and is not under any obligation to redeem or repurchase any shares or other securities issued by it;  

(60) there is no shareholder agreement, voting trust, proxy or other agreement or understanding relating to the voting of the TMRI Shares;  

(61) there are no agreements, arrangements or understandings in effect under which TMRI is obliged at any time to issue any shares or other securities of TMRI;  

(62) no person has any agreement, right (including any pre-emptive right) or option, present or future, contingent, absolute or capable of becoming an agreement, or which will with the passage of time, or the occurrence of any event become an agreement, right (including a pre-emptive right) or option to acquire any TMRI Shares or other securities or assets of TMRI.  

(63) the authorized capital of SMMI consists of 1,000 SMMI Shares, of which 1,000 SMMI Shares are issued and outstanding as fully paid and non-assessable;  

(64) TMRI is the registered, legal and beneficial owner of 100% of the SMMI Shares, has good and marketable title to the SMMI Shares and the SMMI Shares are free and clear of any Encumbrance or third-party claim;  

(65) neither TMRI nor THMG has given or agreed to give any Encumbrance over any of the SMMI Shares;  

(66) the SMMI Shares are validly issued and fully paid and no moneys are owing in respect of them;  

(67) none of the SMMI Shares has been issued in violation of any applicable Laws or pre-emptive or other third-party rights and SMMI has not declared any dividend or other distribution and is not under any obligation to redeem or repurchase any shares or other securities issued by it;  

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(71) except for the Permitted Encumbrances, TMRI, SMMI, OGT and their respective assets, including the OGT Assets and SMMI Assets, are not the subject of any Encumbrance and no THMG Party has given or agreed to give any Encumbrance over any of them or their respective assets;  

(72) other than as disclosed in writing to the BMET Parties by the THMG Parties prior to the Execution Date, to the THMG Parties' knowledge, no person has any Claim of any nature against TMRI, SMMI, OGT or any of their assets, including the OGT Assets and SMMI Assets;  

(73) SMMI has no liabilities except the South Mountain Project Liabilities and the SMMI Other Liabilities.  Each person to whom any such liability is owed has made a written commitment, which is binding, agreeing that such liability may be paid at any time prior to the 30 ^th day following Completion, without interest or penalty;  

(74) OGT has no financial or other liabilities of the type or nature that would be required to be included on a balance sheet prepared in accordance with US GAAP, except an intercompany liability owing to SMMI in the amount of US$245,512 and the OGT Reclamation Liability estimated in compliance with US GAAP at US$65,000.  

(75) None of TMRI, SMMI or OGT owns any shares or other securities in any person or has any obligation to acquire any assets from, or any interest in, any person other than (1) TMRI's existing ownership of SMMI as set forth in this Agreement, (2) SMMI's existing ownership of OGT as set forth in this Agreement, and (3) prior to Completion, SMMI's ownership of a 100% interest in each of the subsidiaries set forth in Section 3.1(60) of the THMG Disclosure Letter (each, an "Inactive Subsidiary").  Each Inactive Subsidiary is a limited liability company that has no operations, no assets and no liabilities.  No person other than SMMI holds any equity or other interest in, or securities of, any Inactive Subsidiary.  Prior to Completion, SMMI will either dissolve and wind up, or transfer to TMRI or THMG, each Inactive Company, without cost to SMMI, OGT or BMET.  

(76) except for the Permitted Encumbrances, each of TMRI, SMMI and OGT owns and possesses and has a good marketable title to its assets free and clear of all Encumbrances;  

(77) except for the Mining Lease, no person has any agreement, right (including any pre-emptive right) or option, present or future, contingent, absolute or capable of becoming an agreement, or which will with the passage of time or the occurrence of any event become an agreement, right (including a pre-emptive right) or option to acquire the assets of SMMI, TMRI, OGT or any of them;  

(78) all Permits required at the date this representation is being made for the uses to which the assets of SMMI, OGT and TMRI have been put, have been obtained and, to the knowledge of each THMG Party, are in good standing;  

(79) the conditional use permits included in the OGT Assets are held in the name of OGT and are valid and in full force and effect, and all operations and activities on the Property have been conducted in compliance with the conditional use permits;  

(80) any and all reclamation bonds and surety agreements relating to the Property are set forth on Schedule 2 of the Option Agreement.  

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(81) The corporate or limited liability company records of each THMG Party and OGT, as required to be maintained by it pursuant to applicable Law, are accurate, complete and up to date in all material respects, and are maintained at the records office of each such entity. Without limiting the foregoing, the minute books of each of TMRI, SMMI and OGT contain true, correct and complete copies of the minutes of every meeting of its board of directors or manager, as applicable, and of its shareholders or members, as applicable, and every written resolution thereof during the periods covered by such minute books. All corporate or limited liability company proceedings and actions reflected in the records of each of TMRI, SMMI and OGT (including the minute books) have been, in all material respects, conducted or taken in compliance with applicable Law and with the Charter Documents of each of TMRI, SMMI and OGT.  The THMG Parties have made available to BMET complete, true and accurate copies of each Charter Document of each THMG Party and OGT and all other corporate or limited liability company records, minutes and resolutions requested by BMET;  

(82) all transactions of each of TMRI, SMMI and OGT have been properly and accurately recorded in the appropriate books and the records of each of TMRI, SMMI and OGT and such books and records are correct and complete in all material respects and have been maintained and retained in accordance with applicable Law, including tax and corporate laws and regulations, accounting requirements and good business practice in the jurisdictions where each of TMRI, SMMI and OGT operates.  

(83) All Tax and other information returns required to be filed with respect to each of TMRI, OGT and SMMI and their assets (including the relevant parties of the Property), business or income, for all previous years or other reporting periods, under applicable Law (including the laws of Canada and the United States) have been prepared and duly filed on or before their respective due dates or as such dates may have been extended in accordance with applicable Law, and all amounts due and owing in respect of such returns, for all previous years or other reporting periods, whether for Tax, interest, penalties or otherwise, have been duly paid, and all required instalments that have become due have been paid by their due dates.  

(84) Each of the OGT Operating Agreement, ISGC II Settlement Agreement and Mining Lease is in full force and effect and, except as expressly disclosed in this Agreement, is unamended and SMMI is not in default of any covenant or agreement arising under or by virtue of any of the OGT Operating Agreement, ISGC II Settlement Agreement, or Mining Lease;  

(85) SMMI has made available to the BMET Parties a complete, true and accurate copy of each of the OGT Operating Agreement, ISGC II Settlement Agreement and Mining Lease;  

(86) each of the OGT Operating Agreement, ISGC II Settlement Agreement and Mining Lease is legal, valid, binding and enforceable on OGT and ISGC II, respectively, in accordance with their respective terms and constitutes legal, valid, binding and enforceable obligations of OGT and ISGC II as applicable;  

(87) each of the OGT Operating Agreement, ISGC II Settlement Agreement and Mining Lease is the entire agreement between OGT and ISGC II, respectively, and SMMI with respect to the subject matter thereof, including the Property, and there are no other material agreements, arrangements or understandings between OGT, ISGC II and SMMI in respect of OGT or the Property other than contracts for services or such other agreements as may be contemplated by the OGT Operating Agreement, ISGC II Settlement Agreement and Mining Lease;  

(88) the ownership of OGT is as set forth in the OGT Operating Agreement, with SMMI owning 75 OGT Units for a 75% interest in OGT, and ISGC II owning 25 OGT Units for a 25% interest in OGT.  SMMI is the registered, legal and beneficial owner of its 75 OGT Units, has good and marketable title to the OGT Units (subject to the provisions of the OGT Operating Agreement), free and clear of any Encumbrance or third-party claim.  

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(96) None of the THMG Parties or OGT is party to any Material Agreement except as set out in Schedule 2 of the Option Agreement;  

(97) none of the THMG Parties or OGT is in default of any covenant or agreement arising under or by virtue of the Material Agreements;  

(98) the THMG Parties have made available to the BMET Parties complete, true and accurate copies of the Material Agreements, each of which is in full force and effect as of the date hereof;  

(99) the creation of the Option, the execution and delivery of this Agreement and the performance by the THMG Parties of their respective obligations under this Agreement and the other documents and agreements referred to in this Agreement, does not and will not constitute a breach of, or default under, any Material Agreement.  

(100) Neither OGT nor any THMG Party is an "investment company" within the meaning of the United States Investment Company Act of 1940, as amended;  

(101) TMRI is acquiring the BMET Consideration Shares solely for its own account, for investment purposes only, and not for resale or other distribution except in compliance with all applicable Securities Laws;  

(102) TMRI has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the BMET Consideration Shares;  

(103) TMRI has had access to such information regarding BMET, its business, assets, financial condition and prospects as it has deemed relevant and sufficient in determining whether to enter into this Agreement and acquire any interest in the BMET Consideration Shares;  

(104) TMRI is not acquiring any BMET Consideration Shares as a result of any general solicitation or general advertising, as such terms are used in Rule 502 of Regulation D under the U.S. Securities Act;  

(105) TMRI understands that the BMET Consideration Shares have not been and will not be registered under the U.S. Securities Act or any other Securities Laws and will be issued in reliance upon exemptions from the registration requirements of all applicable Securities Laws;  

(106) TMRI acknowledges and agrees that the BMET Consideration Shares will be "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act and that upon issuance thereof, and until such time as BMET determines it is no longer required;  

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(110) The Disclosure Material that was provided by or on behalf of the THMG Parties was provided in good faith and in so doing each THMG Party has not:  

(a) omitted anything material to the SMMI Shares or the Assets including the relevant parts of the Property from such Disclosure Material that has not separately been disclosed in writing to the BMET Parties; or  

(b) included anything materially misleading in such Disclosure Material; and  

(111) it is unaware of any material facts or circumstances that have not been disclosed in this Agreement, which should be disclosed to the BMET Parties in order to prevent the representations and warranties in this section 3.2 from being materially misleading.  

(a) From September 30, 2018 through the Execution Date: neither a THMG Party nor OGT has sold, leased, licensed, transferred or assigned any of its assets, tangible or intangible, other than for a fair consideration in the ordinary course of business;  

(b) Neither a THMG Party nor OGT has entered into any contract (or series of related contracts) either involving more than $100,000 or outside the ordinary course of business;  

(c) No party (including any THMG Party or OGT) has accelerated, suspended, terminated, modified or canceled any contract to which a THMG Party or OGT is a party or by which any of them is bound that would have been  material to the THMG Party or OGT at the time of any such action;  

(d) No Encumbrance has been placed on any assets of a THMG Party or OGT (other than a Permitted Encumbrance);  

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(112) Neither SMMI nor OGT has any employees, independent contractors or consultants or has entered into any agreement with any employee, independent contractor or consultant. The employment of Eric Jones, Larry Thackery and Jim Collord with SMMI was terminated effective July 31, 2018 and SMMI has no further obligations or liability to each of Eric Jones, Larry Thackery and Jim Collord with respect to such employment other than the amounts set forth in Section 1.1(110) of the THMG Disclosure Letter, and which form part of the South Mountain Project Liabilities. Other than such amounts, neither SMMI nor OGT has any change of control, termination, severance or other similar type payments due, payable or owing, or that may become payable or owing, to SMMI personnel or any other person in relation to an acquisition, merger, consolidation, sale or other disposition of all or substantially all assets of SMMI or OGT, including without limitation following Completion as a direct or indirect result of exercise of the Option.  Each of SMMI and OGT has complied at all times with all applicable Laws relating to employment, employee benefits, and employment practices and those relating to the calculation and payment of wages, equal employment opportunity (including Laws prohibiting discrimination and/or harassment or requiring accommodation on the basis of race, color, national origin, religion, gender, disability, age, sexual orientation or otherwise), affirmative action and other hiring practices, occupational safety and health, workers' compensation, unemployment compensation, the payment of social security and other taxes, and unfair labor practices under the National Labor Relations Act or applicable state law.  

(113) Neither SMMI nor OGT has any pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity, stock or stock-based, change in control, retention, severance, vacation, paid  

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No person will be entitled to receive any brokerage commission, finder's fee, fee for financial advisory services or similar compensation in connection with the transactions contemplated by this Agreement based on any contract made by or on behalf of a THMG Party for which the BMET Parties, SMMI or OGT is or could become liable or obligated.

None of the THMG Parties or OGT is an Insolvent Party.

The THMG Shareholder Approvals will be satisfied and obtained if, in accordance with applicable corporate law, either: (i) THMG obtains the written consent of the holders of more than 50% of the voting rights attributable to the outstanding THMG Shares; or (ii) THMG obtains the approval of at least 50% of the votes cast by holders of the THMG Shares entitled to vote at such meeting.

The representations and warranties given in and under section 3.2 of the Agreement by the THMG Parties will be treated as made and be binding upon the THMG Parties continuously during the term of this Agreement, subject to any changes to the representations and warranties as a direct result of actions or matters taken, directed or agreed to in writing by the BMET Parties during such period.

Each THMG Party must immediately notify the BMET Parties if any of its representations and warranties set out in section 3.2 are not true and correct in any material respect at any time prior to the date of exercise by BMET USA of the Option.

Each BMET Party jointly and severally represents and warrants to the THMG Parties that:

(1) BMET is a reporting issuer in good standing under the Securities Laws of the Provinces of British Columbia and Alberta, is not in default of its obligations under those Securities Laws;  

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(4) BMET has complied with its obligation under Securities Laws to make timely disclosure of all material changes relating to it and no such disclosure has been made on a confidential basis and there is no material change relating to BMET that has occurred and with respect to which the requisite material change report has not been filed;  

(6) BMET's issued and outstanding common shares are listed and posted for trading on the TSXV and the Tranche 2 Shares will be accepted by the TSXV and any other required approval, consent or acceptance of the TSXV or from any other regulatory body having jurisdiction in connection with this Agreement or its subject matter will have been obtained prior to the Tranche 2 Completion Date (subject to usual qualifications) and the Tranche 2 Shares will at the time of issuance be freely tradeable subject only to the resale restrictions, including a hold period, under applicable Securities Laws and as set out in section 4.6 of this Agreement;  

(7) no order ceasing or suspending trading in any securities of BMET or the trading of any of BMET's issued securities is currently outstanding and no proceedings for that purpose are, to the best knowledge of BMET, pending or threatened;  

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(16) the authorized capital of BMET USA consists of 1,000 shares of common stock of which 100 shares  are issued and outstanding as fully paid and non-assessable. All outstanding shares of BMET USA have been duly authorized, are validly issued in accordance with Applicable Law and are outstanding as fully paid and non-assessable shares in the capital of BMET USA.  

(1) The representations and warranties given in and under section 3.4 by the BMET Parties will be treated as re-made and be binding upon BMET as at the date of each issuance of BMET Consideration Shares, subject to any changes to the representations and warranties as a direct result of actions or matters taken, directed or agreed to by BMET during such period.  

(2) BMET Party must immediately notify THMG if any of its representations and warranties set out in section 3.4 are not true and correct in any material respect at any time prior to the date of exercise by BMET USA of the Option.  

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Additionally, during the term of this Agreement, BMET will cause BMET USA to observe and perform each covenant and obligation to be observed and performed by BMET USA under this Agreement; and unconditionally and irrevocably guarantees to THMG the due and punctual performance by BMET USA of each covenant and obligation to be observed and performed by BMET USA under this Agreement.

Except as expressly provided otherwise by this Agreement, during the term of this Agreement the THMG Parties will not allow or permit the creation of, or if created, permit to remain, any Encumbrance, other than the Permitted Encumbrances upon the Property or any other assets of OGT or SMMI or the SMMI Shares, without the express prior written approval of BMET first being obtained (which approval may be refused, withheld or conditioned at the absolute discretion of BMET).

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Except as expressly provided otherwise by this Agreement, during the term of this Agreement no THMG Party will allow or permit TMRI, SMMI or OGT to enter into any agreement or understanding to, sell, transfer, assign or otherwise dispose of any of their respective assets, the Property, the SMMI Shares or any interest therein without the express written consent of BMET first being obtained.

During the term of this Agreement, the THMG Parties will ensure that TMRI remains a wholly-owned subsidiary of THMG and Controlled by THMG; ensure that SMMI remains a wholly-owned subsidiary of TMRI and Controlled by THMG and/or TMRI; ensure that OGT remains a 75% owned subsidiary of SMMI and Controlled by SMMI not allow TMRI, SMMI or OGT to issue, enter into or grant any right, agreement, warrant, option or commitment, present or future, contingent or absolute, or anything capable of becoming a right, agreement or option with the passage of time or the occurrence of any event or otherwise:

 to transfer, assign or otherwise dispose of any of the TMRI Shares, SMMI Shares or OGT Units;  

 to create, or if created, permit to remain, any Encumbrance upon any of the TMRI Shares, SMMI Shares or OGT Units;  

 to require TMRI to issue any further or other shares or any other security or other instrument convertible or exchangeable into shares of TMRI or to convert or exchange any security or other instrument into or for shares of TMRI;  

 for the issue or allotment of any of the unissued shares of TMRI;  

 to require TMRI to purchase, redeem or otherwise acquire any of TMRI Shares;  

 to purchase or acquire any TMRI Shares;  

 for TMRI to incur any indebtedness, except for such indebtedness as may be incurred in the normal and ordinary course of business consistent with past practices;  

 to require SMMI to issue any further or other shares or any other security or other instrument convertible or exchangeable into shares of SMMI or to convert or exchange any security or other instrument into or for shares of SMMI;  

 for the issue or allotment of any of the unissued shares of SMMI;  

 to require SMMI to purchase, redeem or otherwise acquire any of SMMI Shares;  

 to purchase or acquire any SMMI Shares;  

 for SMMI to incur any indebtedness or liabilities without the prior written consent of BMET;  

 to require OGT to issue any further or other equity units or any other security or other instrument convertible or exchangeable into equity units of OGT or to convert or exchange any security or other instrument into or for equity units of OGT;  

 for the issue or allotment of any of the unissued equity units of OGT;  

 to require OGT to purchase, redeem or otherwise acquire any OGT Units;  

 to purchase or acquire any OGT Units; or  

 for OGT to incur any indebtedness or liabilities with the prior written consent of BMET;  

 cause TMRI, SMMI and OGT not to:  

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During the term of this Agreement, each THMG Party will cause TMRI, SMMI and OGT not to declare, pay or commit itself to pay any dividend or other distribution with respect to any share in the capital of TMRI or SMMI, or any equity unit of OGT, as the case may be, or other ownership interest in TMRI, SMMI, or OGT or in any of their respective assets or business without the express written consent of BMET first being obtained.  

During the term of this Agreement, each THMG Party will cause each of TMRI, SMMI and OGT to carry on its business only in the normal and ordinary course consistent with past practices, which includes the maintenance of all insurance policies existing at the Execution Date, and except as required to give effect to this Agreement. BMET and its Personnel will be entitled to inspect and copy the corporate, financial and other records and documents pertaining to each TMRI Party and OGT at all reasonable times upon reasonable notice.

The THMG Parties shall deliver to BMET: (1) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of SMMI (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders' equity as of the end of such year, all such financial statements prepared in accordance with US GAAP and audited and certified by independent public accountants registered with the Public Company Accounting Oversight Board selected by SMMI; and (2) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three quarters of each fiscal year of SMMI (i) an unaudited balance sheet as of the end of such year, (ii) unaudited statements of income and of cash flows for such year, and (iii) an unaudited statement of stockholders' equity as of the end of such year, all prepared in accordance with US GAAP.

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During the term of this Agreement, the THMG Parties will ensure that SMMI observes and performs each covenant and obligation to be observed and performed by SMMI under the OGT Operating Agreement and ensure that SMMI does not assign, transfer, encumber or otherwise deal with its rights and interests under the OGT Operating Agreement. THMG Parties will give to BMET any documents required by BMET which record or evidence the THMG Parties' performance of each covenant and obligation to be observed or performed by SMMI under the OGT Operating Agreement.

the breach of, or failure by, a BMET Party or its Personnel to perform any covenant or obligation of BMET under this Agreement.

THMG indemnifies and must keep indemnified the BMET Parties from and against any Claim made or brought by any third party against a BMET Party or SMMI which arises out of or in connection with:

 the breach of any representation or warranty given or made by a THMG Party under this Agreement;  

 the breach of, or failure by, any THMG Party or its Personnel to perform any covenant or obligation of any THMG Party under this Agreement;  

 any act, matter, event or other circumstance that occurred or arose in connection with the Property or a THMG Party prior to the Execution Date including the presence, release or discharge of any Regulated Substance;  

 any and all Claims by the Net Proceeds Royalty Owners (as defined in the South Mountain Mining Deed) to any rights or amounts as may become due them, if any, under the South Mountain Mining Deed or under the South Mountain Property Agreement of August 31, 1990, by and among the SMMI, Harry J Sykes and the Sellers (as defined that certain Stock Sale Agreement, dated May 31, 2007); or  

 any other matter that THMG and BMET agree upon in writing prior to the Tranche 2 Completion Date with respect to any Encumbrances, liabilities, obligations or title defects relating to the Property, SMMI or OGT that BMET may become aware of prior to the Tranche 2 Completion Date.  

It is not necessary for an indemnified Party to incur expense or make payment before enforcing a right of indemnity conferred by this Agreement. A reference to a third party does not include the Personnel of a Party.

 Notwithstanding section 11.1(2), no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party of any of its obligations under section 11.1(1) or section 11.1(2), as the case may be, unless and then solely to the extent that the Indemnifying Party is irrevocably prejudiced by such delay.  

 The notice given by the Indemnified Party under section 11.1(2) must include a description of the Third-Party Claim and copies of all documents relating to the Third-Party Claim. The  

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 An election to assume the defense of a Third-Party Claim will not be deemed to be an admission that the Indemnifying Party is liable to the Indemnified Party in respect of such Third-Party Claim. Unless and until the Indemnifying Party assumes the defense of the Third-Party Claim as provided for in this section 11.2 the Indemnified Party may defend against the Third-Party Claim in any manner it reasonably may deem appropriate.  

 To the extent the Indemnifying Party controls or participates in the defense, settlement or compromise of a Third-Party Claim, the Indemnified Party must, from time to time provide the Indemnifying Party and its counsel access to, during normal business hours, documentation and her information of the Indemnified Party relevant to the Third-Party Claim but excluding any documentation or advice (whether in permanent or electronic form) the disclosure of which would cause the Indemnified Party to breach any contract of insurance to which the Indemnified Party or its Affiliates is a party; or which is the subject of legal professional privilege; or which is confidential or proprietary information of the Indemnified Party permit the Indemnifying Party and its counsel to consult with the Personnel and counsel of the Indemnified Party; and co-operate with the Indemnifying Party in any reasonable manner requested by the Indemnifying Party and use commercially reasonable efforts to assist the Indemnifying Party in the defense, settlement or compromise of such Third-Party Claim as and when requested by the Indemnifying Party.  

There is no anticipated change in the Thunder Mountain Gold Board of Directors following the exercise of the Option Agreement. A list of the Company Directors and Officers is included below.

Subsequent to the Exercise of the Option Agreement, SMMI will be a BMET company. SMMI will continue as Manager with respect to OGT, and be bound by all the obligations of the OGT operating agreement(s).

Effective immediately upon Completion, BMET will cease to be Operator under section 7 of the Agreement, and be released from all obligations thereunder, other than any obligations owed to THMG arising from a breach by BMET of its obligations under this Agreement.  Additionally, the Technical Committee shall be terminated.

While the Company anticipates that the Option Agreement, including the exercise, will have a positive effect on the Company`s stock, the Board has relied on Evans and Evans, Inc. for guidance on value and fairness of the deal. Based upon and subject to the foregoing and such other matters Evans and Evans considered relevant, it is their opinion, as of the date hereof and the Date of Review, that the terms of the Option Agreement are fair, from a financial point of view, to the THMG Shareholders.

Evans & Evans considered the following quantitative and qualitative issues which shareholders might consider when reviewing the Option Agreement. Evans & Evans has not attempted to quantify the qualitative issues.

 As part of the Option Agreement, BMET will invest US$250,000 in THMG through the purchase of THMG common shares at a deemed price of US$0.10 per share. In the 30 trading days preceding the Date of Review, THMG’s common shares traded at an average price of US$0.08 per share on the OTCQB. The BMET Investment is being undertaken at an approximate 23% premium to the current market price. The BMET Investment is also less dilutive to existing THMG shareholders because there is no warrant attached. The most recent financing completed by THMG was a unit financing, with each unit consisting of one common share and one-half of a warrant to purchase a common share.  

 Related to the point above, the BMET Investment and Tranche 3 through 6 cash payments will provide sufficient funds to maintain THMG without a significant equity financing. Given the current trading price of THMG any equity financing would be highly dilutive to existing THMG shareholders.  

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All fees and expenses incurred in connection with this Agreement, and the exercise of the Option shall be paid by the party incurring such fees or expenses, whether or not the Option is exercised. The PEA Author will be engaged by BMET USA in its capacity as Operator, and BMET USA shall be responsible for all fees and expenses of the PEA Author in completing the PEA.

Upon exercise of the Option Agreement, BMET will pay off those liabilities of SMMI outstanding as at the date of this Agreement other than the South Mountain Project Liabilities, comprised of  $933,726 of intercompany payables, and $70,842 of accounts payable and accrued liabilities.

Neither THMG, nor any THMG Party is an "investment company" within the meaning of the United States Investment Company Act of 1940, as amended.  The Company is acquiring the BMET Consideration Shares solely for its own account, for investment purposes only, and not for resale or other distribution except in compliance with all applicable Securities Laws. The Company is not acquiring any BMET Consideration Shares as a result of any general solicitation or general advertising, as such terms are used in Rule 502 of Regulation D under the U.S. Securities Act. The Company understands that the BMET Consideration Shares have not been and will not be registered under the U.S. Securities Act or any other Securities Laws and will be issued in reliance upon exemptions from the registration requirements of all applicable Securities Laws.

The Company acknowledges and agrees that the BMET Consideration Shares will be "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act and that upon issuance thereof, and until such time as BMET determines it is no longer required, will bear a legend substantially in the following form:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH (1) RULE 903 OR (2) RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS, AND, IN

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The Parties acknowledge and agree that the issuances of BMET Consideration Shares contemplated in the Agreement relate to a distribution by BMET of BMET Shares as consideration for the acquisition, directly or indirectly, of mining properties or any interest in them in accordance with section 2.13 of National Instrument 45-106. If required by applicable Securities Laws, each THMG Party will execute, deliver and file such reports, undertakings or other documents relating to the acquisition of the BMET Shares by TMRI as may be required by the British Columbia Securities Commission or the TSXV. Without limiting the foregoing, BMET will file a notice of exempt distribution in Form 45-106F1 in a timely manner accordance with National Instrument 45-106 for the issuance of the BMET Consideration Shares to Thunder Mountain. BMET shares means fully paid common shares without par value in the capital of BMET.

Upon exercise of the Option Agreement, Thunder Mountain Gold will continue as a mineral exploration stage company with no producing mines.  The Company intends to remain in the business of exploring for mining properties that have the potential to produce gold, silver, base metals and other commodities, turning its focus on its other exploration project. The Company, upon exercise, will be structured as follows: The Company will own 100% of the outstanding stock of Thunder Mountain Resources, Inc., a Nevada Corporation.

Thunder Mountain Resources is the 100% owner of the Trout Creek gold exploration project.  Trout Creek is a pediment target located along the western flank of the Shoshone Mountain Range in the Reese River Valley in Lander County, Nevada. The claim package consists of 78 unpatented mining claims (approximately 1560 acres) that are situated along a recognizable structural zone in the Eureka-Battle Mountain mineralized gold trend.  Thunder Mountain maintained a joint venture agreement with Newmont Mining on some of their adjoining mineral rights sections and aliquot parcels from 2011 thru 2016. On October 27, 2016 the Company terminated the exploration agreement with Newmont Mining Corporation to concentrate their efforts on the South Mountain Project.  

The Project is located approximately 155 air miles northeast of Reno, Nevada, or approximately 20 miles south of Battle Mountain, in Lander County Nevada.

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In the event of termination under section 13.1(1) due to the THMG Shareholder Approvals not having been obtained by the Outside Date for any reason, a Termination Payment of $100,000 for liquidated damages is due to BMET. The remaining non-conflicting provisions of section 13 of the Agreement will continue in full force and effect.

The Option will terminate and BMET will have no further rights to purchase SMMI or to acquire any direct or indirect interest in the Property. BMET will have no Claim against the THMG Parties in respect of any interest in the Property or the Exploration Data or in respect of any Expenditure incurred or BMET Shares issued to THMG prior to the date of termination, and BMET shall not be obligated to make any additional payments or share issuances in any subsequent tranches on account of any Option Payment.

The agreements with respect to indemnification will continue in full force and effect, including agreements with respect to confidentiality in section 12 of the Agreement will continue in full force and effect, and the post termination obligations set forth in section 13.3 will apply and will continue in force and effect, and BMET and THMG will continue to be liable under this Agreement as set out in section 13.3, and the SMMI/BMET USA Management Contract and Technical Committee shall be terminated automatically.

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Each Party must pay its own costs and expenses connected with the preparation, negotiation and execution of this Agreement including all legal, accounting and brokers or finder`s fees and disbursements relating to this Agreement. In the event of Termination caused by Thunder Mountain Gold Inc., a Termination Payment of $100,000 for liquidated damages is due to BMET.

BMET USA is required under these circumstances to pay all required annual assessment fees on the Property to leave the Property in good standing up to and including the period of twelve (12) months from the date of termination;

Without limiting section 10 of the Option Agreement, the Parties agree that if for any reason other than BMET USA failing to advance any of the Option Payments in respect of Tranche 1, Tranche 2, Tranche 3, Tranche 4 or Tranche 5, or a breach by BMET USA of its obligations under this Agreement, the PEA Author cannot deliver the PEA within the Option Period in time to permit the Parties to calculate the NPV for the purposes of section 4.2(1)(g)(ii)B, and for BMET USA to deliver the Option Exercise Notice prior to the Tranche 6 Payment Date, then the Option Period and the deadline for delivery of the Option Exercise Notice will be extended by the period that is necessary to complete the PEA but in no event shall the expiry of the Option Period be extended under this section 4.10 for a period exceeding twelve (12) months.

Our U.S. shareholders will not realize any gain or loss for U.S. federal income tax purposes as a result of the BMET Option Agreement. The information presented has been calculated based on the requirements of the Internal Revenue Code and therefore does not consider the state and local tax consequences at the individual investor level. As a result, the Company advises all shareholders to consult with their own tax advisors to determine the proper presentation of this information on their individual tax returns.

The issuance of the THMG Equity Placement Shares under the Agreement has been approved by the TSXV, subject only to standard post-closing conditions required by the TSXV and specified in the TSXV’s conditional acceptance letter in respect of the Transaction.

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The Option Agreement may not be amended, modified, varied or supplemented except in writing signed by the Parties. No amendment or waiver of any provision of the Agreement shall be binding on any Party unless consented to in writing by such Party. No waiver of any provision of the Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided.

Except for matters of title to the Property or its assignment or transfer, which will be governed by the law of its situs, this Agreement is solely governed by the law in force in the Province of British Columbia and the laws of Canada applicable in the Province of British Columbia without giving effect to the conflict of laws principles in the Province of British Columbia and without reference to the laws of any other jurisdiction.

Each Party to the Agreement, irrevocably and unconditionally submits to and accepts the exclusive  jurisdiction of the courts exercising jurisdiction in the Province of British Columbia, and any court that may hear appeals from any of those courts, for any proceeding in connection with this Agreement, subject

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Each Party to the Option Agreement acknowledges and agrees that any breach by it of section 9 or section 11 of the Agreement would constitute an injury and cause damage to the other Party which is impossible to measure monetarily.  Monetary damages alone would not be a sufficient remedy for a breach of section 9 or section 11. In addition to any other remedy which may be available in law or equity, a Party is entitled to interim, interlocutory and permanent injunctions or any of them to prevent breach of section 9 or section 11 and to compel specific performance of any one or more of those sections; and any Party intending to breach or which breaches section 9 or section 11 hereby waives any defense it may have at law, in equity or under statute to such injunctive or equitable relief.

On February 28, 2019, Thunder Mountain Gold Inc. delivered the Voting Support Agreements, pursuant to which each such shareholder agreed (among other things) to vote beneficially-owned shares of THMG’s common stock in favor of the BMET Option Agreement.  These Voting Support Agreements represented 33,336,603 shares, or 53.24% of the fully diluted shares, duly executed by THMG Supporting Shareholders who, in the aggregate, hold or control shares carrying more than 50% of the voting rights attached to all outstanding THMG Shares on both an undiluted and fully diluted basis.

Thunder Mountain Gold Inc. is a junior exploration company founded in 1935 and owns interests in base and precious metals projects in the western U.S. Thunder Mountain’s principal asset is The South Mountain Mine, an historic former producer of zinc, silver, gold, lead, and copper, located on private land in southern Idaho, just north of the Nevada border.  The Company also owns 100% of the Trout Creek Project – a grass roots gold target in the Eureka-Battle Mountain trend of central Nevada.  For more information on Thunder Mountain, visit www.thundermountaingold.com.

Subsidiaries

The Company owns 100% of the outstanding stock of Thunder Mountain Resources, Inc., a Nevada Corporation. Thunder Mountain Resources, Inc. owns 100% of the outstanding stock of South Mountain Mines, Inc. (SMMI), an Idaho Corporation., Inc. Thunder Mountain Resources, Inc. completed the direct purchase of 100% ownership of South Mountain Mines, Inc. on September 27, 2007, which consisted of 17 patented mining claims (approximately 327 acres) located in Owyhee County in southwestern Idaho.   After the purchase, Thunder Mountain Resources staked 21 unpatented lode mining claims and obtained mineral leases on 545 acres of adjoining private ranch land.

Properties

The Company, including its subsidiaries, owns rights to claims and properties in the mining areas of Nevada and Idaho, which includes its South Mountain Property in Idaho, and its Trout Creek Property in Nevada.  

The South Mountain Project is considered an advanced stage, high-grade zinc-silver exploration or pre-development project. The land package at South Mountain consists of a total of 17 patented mining claims encompassing approximately 326 acres, 21 unpatented mining lode claims covering approximately

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There are no legal proceedings with BMET.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operation is intended to help the reader understand our financial condition, and is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying integral notes (“Notes”) thereto.  The following statements may be forward-looking in nature and actual results may differ materially.

FORWARD LOOKING STATEMENTS: The following discussion may contain forward-looking statements that involve a number of risks and uncertainties. Factors that could cause actual results to differ materially include the following: inability to locate property with mineralization, lack of financing for exploration efforts, competition to acquire mining properties; risks inherent in the mining industry, and risk factors that are listed in the Company's reports and registration statements filed with the Securities and Exchange Commission.  

The Company operated on a limited budget during 2018, while funding the maintenance of the South Mountain Project, and continuing to search for additional financing for the Project. Late in 2018, the Company initiated discussions with BeMetals Corp. – Vancouver B.C. (TSX-V: BMET) – for an option to complete the pre-development work and produce a preliminary economic analysis (PEA).  The Company’s plan of operation for the next twelve months will be to  provide support to BeMetals Corp. during their option period and help ensure that the South Mountain PEA is completed on schedule and within budget.

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The Company recognized no revenues and had no production for the year ending December 31, 2018. Total operating expenses for the year ended December 31, 2018 of $607,793 decreased from the same respective time frame ending 2017 by $80,403 or 12%. Exploration expenses for the twelve months ended December 31, 2018 increased by $12,747 when compared to same period in 2017. This increase can be attributed to the engagement of Hard Rock Consulting LLC to update the NI 43-101. Legal and accounting costs increased from the same period in 2017 by $54,409 for a total of $117,802.  The Company engages Baird Hanson LLP (“Baird”), a company owned by one of the Company’s directors, to provide legal services. During the period ended December 31, 2018, the Company incurred $65,530 in legal expense with Mr. Baird. There was no expense for the comparable periods in 2017. Management and administrative expense decreased by $124,712 or 35% mostly due to stock options compensation of $53,557 issued to our directors in March 2017 and the discontinued deferred salaries.

The consolidated financial statements for the year ended December 31, 2018 have been prepared under the assumption that we will continue as a going concern. Such assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the consolidated financial statements for the period ended December 31, 2018, we did not have sufficient cash reserves to cover normal operating expenditures for the following 12 months.

The liquidity of the Company was enhanced on February 27, 2019, when the Company entered into an Option Agreement, (the “BeMetals Option Agreement”) with BeMetals Corp., a British Columbia corporation (“BeMetals”), and BeMetals USA Corp., a Delaware corporation (“BMET USA”), a wholly owned subsidiary of BeMetals. Under the terms of the BeMetals Option Agreement, BMET USA will be entitled to purchase 100% of the issued and outstanding shares of SMMI from TMRI, both wholly owned subsidiaries of the Company. The term of the agreement is for two years with BeMetals completing a preliminary economic assessment ("PEA") completed by a mutually agreed third-party engineering firm. BeMetals will issue 10 million BMET common shares (Consideration Shares) to TMRI. BeMetals will also purchase of 2.5 million shares of the Company’s common stock at a price of $0.10 per share, for an aggregate purchase price of $250,000, on a private placement. BeMetals will make cash payments of $850,000 over the 24 months of the agreement and another $250,000 upon exercise of the Option Agreement, for total cash payments to the Company of $1,100,000, in addition to the private placement. The exercise of the Option Agreement price can be paid in combination with cash and BeMetals common shares.  

The first payment of $100,000 under the BeMetals Option Agreement was received by the Company on March 1, 2019. BeMetals Corp. will purchase the 2.5 million THMG shares in a private placement upon the Companies completing certain conditions related to the option agreement.  The overall consideration to THMG and its shareholders will be an amount equal to the lesser of 50% of the market capitalization of BeMetals at the time of option exercise, and the greater of either $10 million; or 20% the net present value of the South Mountain Project as calculated in a PEA

Payment may be satisfied by through the delivery of BMET common shares (Consideration Shares), a cash payment or a combination of Consideration Shares and cash. The BMET common shares will be issued at a deemed value based on the 5-day VWAP of Consideration Shares immediately prior to the date that BMET USA gives notice of its intention to exercise the option.  BMET trades on the TSX-V under the ticker symbol BMET.

Potential additional sources of cash, or relief of demand for cash, include additional external debt, the sale of shares of our stock, or alternative methods such as mergers or sale of our assets. No assurances can be given, however, that we will be able to obtain any of these potential sources of cash. We currently require

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Paul Beckman, an insider of the Company, purchased 1,000,000 Units under the Placement. Upon completion of the Placement, Mr. Beckman holds 12,133,645 common shares or approximately 21% of the total common shares issued and outstanding of the Company.

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During the year ended December 31, 2018 and 2017, the Company had no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

During the year ended December 31, 2018, there were no disagreements between the Company and its independent certified public accountants concerning accounting and financial disclosure, and there were no changes in independent audit firms or consulting firms who provide accounting assistance during the same period.

Not required for smaller reporting companies.

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Three of the Company’s officers have been deferring compensation for services.  At December 31, 2018, SMMI has deferred payroll of $1,041,500. These salaries were earned in accordance with SMMI`s management of the OGT LLC operating agreement. OGT management includes SMMI`s Eric Jones, Jim Collord, and Larry Thackery as CFO. On July 31, 2018 the Company stopped expensing deferred compensation for the three Company officers. There will be no recognized officer salaries until available funds are raised.

Eric T. Jones – President and Chief Executive Officer - has over 30 years of mining, and financial experience, with a B.S. in Geological Engineering from the University of Idaho.  Mr. Jones joined the Board of Thunder Mountain Gold in 2006, and the Board appointed him to the position of Secretary/Treasurer in 2007.  In February 2008, Mr. Jones joined the management of Thunder Mountain Gold, Inc. as Chief Financial Officer, and Vice President of Investor Relations. In 2011 Mr. Jones was appointed President and Chief Executive Officer. Mr. Jones was General Mine Manager at Dakota Mining`s Stibnite Mine gold heap leach operation in central Idaho.  He has held management positions for Hecla Mining at their Yellow Pine Mine, Stibnite, Idaho, and Environmental Manager at their Rosebud Mine, Lovelock, Nevada.  Prior to working with Hecla, Eric was the mine engineer at the Cactus Gold Mine in southern California and has worked throughout the western U.S. in both precious metals and oil and gas exploration.

E. James Collord has a MS degree in exploration geology from the Mackay School of Mines, University of Nevada, Reno (1980).  He has been a mining professional for 37 years, employed in a variety of capacities, including mill construction superintendent, exploration geologist, mine construction and reclamation manager, and in environmental and lands management.  During the period 1975 through 1997, Mr. Collord worked for Freeport Exploration where he worked with a successful exploration team that discovered several Nevada mines.  Later in his Freeport career, he managed mining operations and lead permitting efforts.  For the period 1997 through 2005, Mr. Collord was Environmental and Lands Superintendent at Cortez Gold Mines, a large Nevada mine that was a joint venture between Placer Dome and Kennecott Minerals. After retirement from Cortez, and until his employment by Thunder Mountain Gold, Inc. in April 2007, he managed the Elko offices for environmental and hydrogeologic consulting groups. He is the grandson of Daniel C. McRae, the original locator of the gold prospects in the Thunder Mountain Gold Mining District in the early 1900s.

Larry Thackery has a Bachelor of Science in Accountancy from Weber State University, and over thirty years’ experience of a progressive accounting/operations career. On January 8, 2013, the Company appointed Larry Thackery as its Chief Financial Officer. Mr. Thackery brings a wide array of experience/knowledge from different industries, including work in retail with Mrs. Fields Cookies and Snug Co, to distribution with Idacold, and manufacturing with Baseline Inc., and NxEdge Inc.  Mr. Thackery has a background in corporate planning, financial analysis, and financial reporting.  He is an experienced accounting controller and operations manager with strong analytical skills, computer experience, and proven successful operations development. Hands on experience with the overall operations process, inventory system, variance reporting, budgeting, and forecasting financial analysis of multimillion-dollar corporations. Mr. Thackery brings knowledge with several ERP, MRP, packages, and statistical analysis. Strong P&L track record with functional management experience developing and managing operating budgets.

There are no conflicts of interest to report.

The Company has no family relationships to report.

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None of the officers and directors of the Registrant have been involved in any bankruptcy, insolvency, or receivership proceedings as an individual or member of any partnership or corporation; none have ever been convicted in a criminal proceeding or is the subject of a criminal proceeding presently pending.  None have been involved in proceedings concerning his ability to act as an investment advisor, underwriter, broker, or dealer in securities, or to act in a responsible capacity for an investment company, bank savings and loan association, or insurance company or limiting his activity in connection with the purchase and sale of any security or engaging in any type business practice. None have been enjoined from engaging in any activity in connection with any violation of federal or state securities laws nor been involved in a civil action regarding the violation of such laws.

The Company maintains three separate committees as follows:

1) Audit Committee:  

The Company’s Board of Directors is responsible for the oversight and management of the Company.  On January 28, 2010, an Audit Committee was designated from members of the Board and currently consists of Douglas Glaspey, Ralph Noyes, and James Sabala as independent members of the committee.  In April of 2015, Ralph Noyes became a member of the Board of Directors of the Company and joined the Audit committee as its Chairman. Mr. Noyes took a temporary leave from the Company`s Board on February 17, 2016 for personal reasons. Mr. Noyes was reinstated as the committee chairman in May of 2016.

2) Compensation Committee:  

The Purpose of the Compensation Committee is to conduct an annual review to determine whether the Company’s executive compensation program is meeting the goals and objectives set by the Board of Directors. The Compensation Committee recommends for approval by the Board of Directors the compensation for the Chief Executive Officer and directors, including salaries, incentive compensation levels and stock awards, and reviews and approves compensation proposals made for the other executive officers.  During Fiscal 2018, The Compensation Committee consists of the following members: Doug Glaspey and Ralph Noyes. Mr. Glaspey was appointed as Chair of the Compensation Committee.  The Board first appointed the Compensation Committee in May of 2012 and met once in 2018. 

3) Special Committee:  

The Purpose of the Special Committee is to review and analyze the issues pertaining to potential strategic alternatives for Thunder Mountain Gold Inc. and its subsidiary(ies) (together, the “Company”), which analysis should include, but not be limited to, the advantages and disadvantages of any strategic alternatives available to the Company, and the appropriateness and form of any consideration in relation to the Company’s stockholders in connection with any proposed transaction which should also be considered. The Special Committee directs the Company management to take any actions on the part of the Company, in addition to those normally undertaken by management (such as instructions to the professional advisers of the Company), if the Committee considers that such actions are necessary or advisable. The Committee, appointed by the Board, is comprised of three independent directors; Jim Sabala (Chairman), Ralph Noyes, and Paul Beckman. Each member meets the independence requirements of the relevant securities exchanges and regulatory agencies as may apply from time to time and is independent of management and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a committee member.

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The following table sets forth certain information regarding the beneficial ownership of shares of the Company’s common stock as of December 31, 2018, by:

 the Company’s named executive officers;  

 the Company’s directors;  

 all of the Company’s executive officers and directors as a group; and each person who is known to beneficially own more than 5% of the Company’s issued and outstanding shares of common stock.  

As of December 31, 2018, the number of shares of common stock that can be sold by officers, directors, principal shareholders, and others pursuant to Rule 144 was 57,645,579. As a condition to our listing on the TSX-V in 2010, our officers and directors were required to deposit their common stock totaling 4,799,239 shares, into an escrow account with Computershare Investor Services, Inc. Those escrowed shares were subject to the TSX-V’s Tier 1 escrow requirement at that time. Those requirements provide for an 18-month escrow release mechanism with 25% of the escrowed securities being released on September 24, 2010 (the date our common shares commenced trading on the TSX-V), and 25% of the escrowed securities to be released every 6 months thereafter.  As of December 31, 2018, all of the escrowed shares have been released back to the officers and directors.

Our common stock is traded on the over-the-counter bulletin board (OTCQB) market regulated by the Financial Industry Regulatory Authority (FINRA) under the symbol “THMG” The OTCQB quotations do not reflect inter-dealer prices, retail mark-ups, commissions or actual transactions.

On September 24, 2010, the Company’s common stock also began trading on the Toronto Stock Exchange Venture Exchange (“TSX-V”) in Canada and is quoted under the trading symbol “THM”.

As of December 31, 2018, there were approximately 1,509 shareholders of record of the Company’s common stock with an unknown number of additional shareholders who hold shares through brokerage

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