Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 03, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | Thunder Mountain Gold Inc | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Entity Central Index Key | 711,034 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Common Stock, Shares Outstanding | 52,592,549 | |
Entity Incorporation, Date of Incorporation | Nov. 9, 1935 | |
Trading Symbol | thmg |
Thunder Mountain Gold, Inc. Con
Thunder Mountain Gold, Inc. Consolidated Balance Sheets (Interim period unaudited) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | |
Current assets: | |||
Cash and cash equivalents | $ 56,600 | $ 12,143 | |
Prepaid expenses and other assets | 30,193 | 27,556 | |
Total current assets | 86,793 | 39,699 | |
Other assets: | |||
Investment in Owyhee Gold Trust LLC | 479,477 | 479,477 | |
Total assets | 566,270 | 519,176 | |
Current liabilities: | |||
Accounts payable and other accrued liabilities | 103,250 | 178,786 | |
Accrued related party liability | [1] | 172,178 | 123,038 |
Accrued interest payable to related parties | 12,426 | ||
Accrued payroll | [2] | 505,000 | 274,000 |
Related party notes payable | [3] | 138,576 | 171,076 |
Total current liabilities | 931,430 | 746,900 | |
Commitments and Contingencies | [4] | 0 | 0 |
Stockholders' equity (deficit) : | |||
Preferred stock; $0.0001 par value, 5,000,000 shares authorized; no shares issued or outstanding | 0 | 0 | |
Common stock; $0.001 par value; 200,000,000 shares authorized, 52,292,549 and 44,167,549, respectively shares issued and outstanding | 52,293 | 44,168 | |
Additional paid-in capital | 4,838,371 | 4,193,797 | |
Less: 11,700 shares of treasury stock, at cost | (24,200) | (24,200) | |
Accumulated deficit | (5,231,624) | (4,441,489) | |
Total stockholders' equity (deficit) | (365,160) | (227,724) | |
Total liabilities and stockholders' equity (deficit) | $ 566,270 | $ 519,176 | |
[1] | Note 5 | ||
[2] | Note 3 | ||
[3] | Note 4 | ||
[4] | Note 2 |
Statement of Financial Position
Statement of Financial Position - Parenthetical - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of financial position | ||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares Issued | 52,292,549 | 44,167,549 |
Common Stock, Shares Outstanding | 52,292,549 | 44,167,549 |
Thunder Mountain Gold, Inc. Co4
Thunder Mountain Gold, Inc. Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Expenses: | ||||
Exploration expenses | $ 49,318 | $ 46,901 | $ 143,138 | $ 119,936 |
Legal and accounting | 64,837 | 176,201 | 231,396 | 272,845 |
Management and administrative | 271,579 | 82,946 | 408,414 | 304,851 |
Total expenses | 385,734 | 306,048 | 782,947 | 697,632 |
Other income (expense): | ||||
Interest expense, related party | (5,074) | (15,000) | (12,426) | (56,337) |
Loss on modification of debt | (68,726) | (68,726) | ||
Foreign exchange gain (loss) | 26 | 5,238 | ||
Total other income (expense) | (5,048) | (83,726) | (7,188) | (125,063) |
Net Loss | $ (390,782) | $ (389,774) | $ (790,135) | $ (822,695) |
Net Loss per common share-basic and diluted | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) |
Weighted average common shares outstanding-basic and diluted | 51,173,456 | 44,167,549 | 50,667,823 | 43,259,124 |
Thunder Mountain Gold, Inc. Co5
Thunder Mountain Gold, Inc. Consolidated Statements of Cash Flows (unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (790,135) | $ (822,695) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Loss on modification of debt | 68,726 | |
Options issued for services | 175,199 | 60,000 |
Amortization of related party notes payable discounts | 11,565 | |
Change in: | ||
Prepaid expenses and other assets | (2,637) | (10,857) |
Accounts payable and other accrued liabilities | (75,536) | 82,204 |
Accrued related party liability | 49,140 | 96,038 |
Accrued interest payable to related parties | 12,426 | 44,695 |
Accrued payroll | 231,000 | 196,000 |
Net cash used by operating activities | (400,543) | (274,324) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 285,000 | 250,000 |
Proceeds from exercise of common stock warrants | 142,500 | |
Proceeds from related party notes payable | 25,000 | |
Payments on related party note payable | (7,500) | |
Net cash provided by financing activities | 445,000 | 250,000 |
Net increase in cash and cash equivalents | 44,457 | 31,536 |
Cash and cash equivalents, beginning of period | 12,143 | 31,992 |
Cash and cash equivalents, end of period | 56,600 | 7,668 |
Noncash investing and financing activities: | ||
Stock issued for payments on related parties notes payable | $ 50,000 | |
Accrued interest payable converted to related party notes payable | $ 33,616 |
1. Summary of Significant Accou
1. Summary of Significant Accounting Policies and Business Operations | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
1. Summary of Significant Accounting Policies and Business Operations | 1. Summary of Significant Accounting Policies and Business Operations Business Operations Thunder Mountain Gold, Inc. (Thunder Mountain or 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, the Montgomery Mines Corporation was obtained by a group of the Thunder Mountain property holders and changed its name to Thunder Mountain Gold, Inc., with the primary goal to further develop their holdings in the Thunder Mountain Mining District, located in Valley County, Idaho. Thunder Mountain Gold, Inc. takes its name from the Thunder Mountain Mining District, where its principal lode mining claims were located. For several years, the Companys activities were restricted to maintaining its property position and exploration activities. During 2005, the Company sold its holdings in the Thunder Mountain Mining District. During 2007, the Company acquired the South Mountain Mines property in southwest Idaho and initiated exploration activities on that property, which continue today. Basis of Presentation and Going Concern The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to the Form 10-Q. Accordingly, the financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of our management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the nine month period ended September 30, 2016 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2016. For further information, refer to the financial statements and the footnotes thereto in our Annual Report on Form 10-K for the year ended December 31, 2015. The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company is an exploration stage company and has historically incurred losses and does not have sufficient cash at September 30, 2016 to fund normal operations for the next 12 months. The Company has no recurring source of revenue and its ability to continue as a going concern is dependent on the Companys ability to raise capital to fund its future exploration and working capital requirements. The Companys plans for the long-term return to and continuation as a going concern include financing the Companys future operations through sales of its common stock and/or debt and the eventual profitable exploitation of its mining properties. Additionally, the current capital markets and general economic conditions in the United States are significant obstacles to raising the required funds. These factors raise substantial doubt about the Companys ability to continue as a going concern. The Company is currently investigating a number of alternatives for raising additional capital with potential investors, lessees and joint venture partners. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Investments in Joint Venture The Companys accounting policy for joint ventures is as follows: 1. The Company uses the cost method when it does not have joint control or significant influence in a joint venture. Under the cost method, these investments are carried at cost. If other than temporary impairment in value is determined, it would then be charged to current net income or loss. 2. If the Company enters into a joint venture in which there is joint control between the parties or the Company has significant influence, the equity method is utilized whereby the Companys share of the ventures earnings and losses is included in the statement of operations as earnings in joint ventures and its investments therein are adjusted by a similar amount. If other than temporary impairment in value is determined, it would then be charged to current net income or loss. In a joint venture where the Company holds more than 50% of the voting interest and has significant influence, the joint venture is typically consolidated with the presentation of non-controlling interest. In determining whether significant influences exist, the Company considers its participation in policy-making decisions and its representation on the ventures management committee. However, see Note 3 regarding the Companys accounting for its investment in Owyhee Gold Trust, LLC. Recent Accounting Pronouncements Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. Net Income (Loss) Per Share The Company is required to have dual presentation of basic earnings per share (EPS) and diluted EPS. Basic EPS is computed as net income divided by the weighted average number of common shares outstanding for the period. Diluted EPS is calculated based on the weighted average number of common shares outstanding during the period plus the effect of potentially dilutive common stock equivalents, including options and warrants to purchase the Companys common stock. For the period ended September 30, 2016 2015 Stock options 4,515,000 3,990,000 Warrants 3,590,000 5,015,000 Total possible dilution 8, 105 ,000 9,005,000 |
2. Commitments
2. Commitments | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
2. Commitments | 2. Commitments On March 21, 2011, the Company signed an exploration agreement with Newmont Mining Corporation (Newmont) on the Trout Creek Project that significantly expands the Trout Creek target area. Newmonts private mineral package added to the Project surrounds the Companys South Mountain claim group and consists of about 9,565 acres within a thirty-square mile Area of Influence defined in the agreement. Under the terms of the agreement, the Company is responsible for conducting the exploration program and is obligated to expend a minimum of $150,000 over the ensuing two years, with additional expenditures possible in future years. On October 1, 2015, the Company signed an Amendment with Newmont USA Limited that modifies and extends the original Trout Creek Joint Exploration Agreement. The extension allows the Company modified work commitments on the project reducing the annual amount to $150,000 of work obligations by October 31, 2016. See Note 8 Subsequent Events. |
3. South Mountain Project LLC
3. South Mountain Project LLC | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
3. South Mountain Project LLC | 3. South Mountain Project On November 8, 2012, the Company, through its wholly-owned subsidiary South Mountain Mines, Inc., (SMMI), and Idaho State Gold Company II, LLC (ISGC II) formed the Owyhee Gold Trust, LLC, (OGT) a limited liability company. The Companys initial contribution in accordance with the Operating Agreement, was the non-cash contribution of its South Mountain Mine property and related mining claims located in southwestern Idaho in Owyhee County which had a carrying value of $479,477 at the date of contribution, but for purposes of the Operating Agreement, valued at $6.725 Million. As its initial contribution to OGT, ISGC II agreed to fund operations totaling $18 million; or $8 million if the Company exercises its option to participate pro-rata after ISGC II expends $8 million and completes work commitments including a Feasibility Study, and a certain amount of required underground core drilling. ISGC II was the initial manager of OGT LLC. Upon payment of $1 million, and a work commitment of $2 million in pre-determined qualifying expenditures not later than December 31, 2014, ISGC II was to receive 2,000 units representing a vested 25% ownership. As of December 31, 2014, none of these ownership units had been issued to ISGC II. Through December 31, 2014, the Company accounted for its investment in the OGT by the cost method. On January 27, 2015, SMMI became manager of the OGT under the terms of the November 8, 2012 operating agreement, because ISGC II had effectively resigned under the Agreement. This appointment as Manager was further ratified by a Judge`s Court Order on March 1, 2016. Beginning in January 2015, SMMI paid OGTs expenses to ensure ongoing operations at the site. For the nine-month period ending September 30, 2016 and for the year ended December 31, 2015, the Company incurred expenses of $472,183 and $693,592, respectively relating to OGT operations. The Company has recognized these expenses in these consolidated financial statements because, due to the dispute discussed below, it is not clear as to whether SMMI will be reimbursed by OGT. At September 30, 2016 and December 31, 2015, accrued payroll for services performed relating to the operation of OGT was $505,000 and $274,000, respectively. The accrued payroll was earned by three of the Companys officers whose balances at September 30, 2016 are as follows: Eric Jones, President and Chief Executive Officer - $200,000, James Collord, Vice President and Chief Operating Officer - $200,000, and Larry Thackery, Chief Financial Officer - $105,000. None of the compensation has been paid. SMMI maintains that ISGC II did not earn its ownership units, and resigned under the terms of the Operating Agreement, causing SMMI to become manager. ISGC II did not agree that SMMI became manager of OGT in early 2015. However, that disagreement was resolved on March 1, 2016, when a Judge`s Order stipulated that SMMI was in fact Manager. In December 2015, the Company received service of a Complaint that had been filed but not served on June 22, 2015, namely Idaho State Gold Co. II, LLC, an Idaho limited liability company; and, Owyhee Gold Territory, LLC, an Idaho limited liability company v. Thunder Mountain Gold, Inc. a Nevada corporation On January 11, 2016, the Company answered the complaint it received in December 2015. In its response, the Company asserts that: · · · On February 16, 2016, ISGC II filed a motion for a more definitive statement asserting that the Companys response was not specific enough. On March 1, 2016, the Company was awarded a Court Order approving defined stipulations and dismissing of certain portions of a December Complaint. The Court Order acknowledged and confirmed the Companys assertions, and stipulated that: a. As of March 1, 2016, the Companys wholly owned subsidiary, SMMI, is the manager of OGT for all lawful purposes and shall have the right to advance the project and the interests of OGT and the South Mountain Mine Project according to the terms of OGTs November 8, 2012, Operating Agreement and the Parties November 8, 2012, Member Agreement; and b. OGT is the owner of the real property described in the Operating Agreement signed by both parties prior t o November 8, 2012, and confirmed by certain Quitclaim Deed and filed on October 31, 2013, without any claim or encumbrance by Defendants; and c. ISGC II acknowledges that a Statement of Authority should be filed with the Idaho Secretary of State that identifies SMMI as Manager of OGT effective the date of this Stipulation; and d. Because of conflicts of interest, OGT, and the Companys subsidiaries THMG and THMR were dismissed from the litigation; and e. ISGC II shall not sell or cause to be sold any of the equipment and assets described in the ISGC II financial reports without prior notice and the concurrence of OGT, with SMMI acting as manager of OGT; and f. ISGC IIs motion for a more definite statement is withdrawn. Because of the Court Order above, ISGC II was required to withdraw their original Complaint. ISGC II filed an amended Complaint on March 14, 2016 in which it claims it is entitled to vesting of Units in OGT based solely upon the funds they spent towards the South Mountain mining project, or based upon an equitable claim. The Company deems their claims erroneous and without merit, and that funds were spent outside of compliance with the Operating Agreement, and without proper controls or accounting. The Company will aggressively and vigorously defend against this lawsuit, and is confident of a positive legal outcome for the Company in Idaho Court. At December 31, 2015 and September 30, 2016, because of the uncertainty as to the status of OGT and the share allocation between SMMI and ISGC II, the Company has continued to account for its investment at cost and has recognized the expenses incurred in 2015 and the first nine months of 2016 for the operation of OGT. On June 20, 2016, OGT held a Management Committee of Members meeting in which the 2016/2017 12-month budget was approved in accordance with the operating agreement. ISGC II representatives requested expenditures on the project paid by SMMI so ISGC II could cover its membership proportionate share. See Note 8 Subsequent Events for the current status of OGT. |
4. Related Party Notes Payable
4. Related Party Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
4. Related Party Notes Payable | 4. Related Party Notes Payable On December 9, 2014, the Company executed two promissory notes payable to directors, Eric Jones and Jim Collord. The amount of the notes was $25,000 each for a total of $50,000, and identical in terms. The interest rate on these notes is 10% per month of the principal balance. The notes were due in full no later than July 1, 2015 and had a minimum amount due of 5 months of interest if the notes are paid back earlier. The original convertible notes contained a beneficial conversion feature of $13,492 which was recognized as a discount on the notes on the date of issuance. The discount was amortized over the note term using the straight-line method, which approximates the effective interest method. For the year ended December 31, 2015, the Company recorded $11,565 in interest expense related to the amortization of the discount. On July 1, 2015, these notes were extended to December 31, 2015. As part of this extension the outstanding interest payable on the notes of $33,616 was added to the principal balance of $50,000 resulting in a new outstanding principal balance of $83,616. The interest charge remained the same, as per the original notes agreement at $5,000 per month. The extension contained a conversion feature. The note holder can convert all of the outstanding principal and interest at 75% of the average closing bid price of the Company for the 20 days prior to the notice of conversion. The fair value of the conversion feature using the Black Scholes model was $68,726. This amount was determined to be substantial under applicable accounting principles requiring the debt amendment to be accounted for as a debt extinguishment. An expense of $68,726 was recorded to recognize the loss on modification of debt during the year ended December 31, 2015. During November and December of 2015, Jim Collord and Eric Jones advanced additional funds of $30,000 and $27,460 respectively. On January 18, 2016, the Company initiated a private offering for an aggregate, 6,700,000 shares of common stock. In connection with this offering, Jim Collord and Eric Jones exchanged $25,000 each from their related notes payables for a total of 1 million shares (see Note 6). During the nine months ended September 30, 2016, the Company paid $7,500 on Mr. Jones outstanding note balance. On July 8, 2016, the Company executed two promissory notes payable to directors, Eric Jones and Jim Collord. The amount of the notes was $15,000 and $10,000 respectively for a total of $25,000. The terms of these notes are identical with a 2% interest rate accrued per month for a term of two months. At September 30, 2016, the notes payable balances were $66,768 and $71,808 for Mr. Jones and Mr. Collord, respectively. Also at September 30, 2016, accrued interest payable balances were $5,918 and $6,508 for Mr. Jones and Mr. Collord, respectively. These notes originally had a term of two months but have been extended to December 31, 2016. |
5. Related Party Transactions
5. Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
5. Related Party Transactions | 5. Related Party Transactions In addition to the related party notes payable discussed in Note 4, the Company has engaged Baird Hanson LLP (Baird), a company owned by one of the Companys directors, to provide legal services in the OGT matter (see Note 3). Legal expenses of $54,000 and $123,108 have been incurred for these services during the nine months ended September 30, 2016 and the year ended December 31, 2015, respectively. At September 30, 2016 and December 31, 2015, the amounts due to Baird are $172,177 and $123,038, respectively. |
6. Stockholders' Equity
6. Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
6. Stockholders' Equity | 6. Stockholders Equity The Companys common stock has a par value of $0.001 with 200,000,000 shares authorized. The Company also has 5,000,000 authorized shares of preferred stock with a par value of $0.0001. During the year ended December 31, 2015, the Company sold 4,000,000 shares at $0.05 per share for total proceeds of $200,000. No warrants were issued with the shares. On January 18, 2016, Thunder Mountain Gold, Inc. initiated a private offering for an aggregate, 6,700,000 shares of common stock. Participation was limited to six people, most of whom were officers and directors, and two accredited investors. There was no placement agent fee paid in the offering, and no accountable or unaccountable expense allowance. The Company sold 5,700,000 shares of common stock at a rate of $0.05 for $285,000. In addition, Mr. Jones and Mr. Collord exchanged $50,000 of their notes outstanding (see Note 4) into 1,000,000 shares of common stock at the same rate of $0.05 per share. There were no warrants issued with the shares. On May 12, 2016, the Company extended the expiration date of 5,015,000 outstanding warrants issued during 2014 for an additional 6 months (November 24, 2016). The Company also reduced the exercise price from $0.15 to $0.10. During the quarter ended September 30, 2016, certain warrant holders exercised 1,425,000 warrants for shares of common stock at a price of $0.10 per share for proceeds of $142,500. There was no placement agent fee paid in warrant exercise, and no accountable or unaccountable expense allowance. |
7. Stock Options
7. Stock Options | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
7. Stock Options | 7. Stock Options The Company has established a Stock Option Incentive Plan (SIP) to authorize the granting of stock options up to 10 percent of the total number of issued and outstanding shares of common stock to employees, directors and consultants. Upon exercise of options, shares are issued from the available authorized shares of the Company. Option awards are generally granted with an exercise price equal to the fair market value of the Companys stock at the date of grant. Effective July 20, 2016 the Company, granted 2, 525 ,000 stock options to directors, officers, employees and consultants of the Company and its affiliates to purchase common shares in the capital stock of the Company. The options are exercisable on or before July 20, 2021 at a price of $ 0.10 per share. After this grant, the Company has 4,765,000 outstanding stock options that represent 9.4% of the issued and outstanding shares of common stock. The fair value of the options was determined to be $175,199 using the Black Scholes model. The options were fully vested upon grant and recognized as compensation expense for the quarter ended September 30, 2016. The fair value of each option award was estimated on the date of the grant using the assumptions noted in the following table: Stock price $ 0.07 Exercise price $ 0.10 Expected volatility 238.9% Expected dividends - Expected terms (in years) 5.0 Risk-free rate 1.15% The following is a summary of the Companys options issued under the Stock Option Incentive Plan: Shares Weighted Average Exercise Price Outstanding and exercisable at December 31, 2015 1,990,000 $ 0.07 Granted in 2016 2,525,000 0.10 Outstanding and exercisable September 30, 2016 4,515,000 $ 0.09 The average remaining contractual term of the options outstanding and exercisable at September 30, 2016 was 3.80 years. As of September 30, 2016, options outstanding and exercisable had no aggregate intrinsic value. |
8. Subsequent Events
8. Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
8. Subsequent Events | 8. Subsequent Events On October 27, 2016 at the Company terminated the exploration agreement with Newmont Mining Corporation (Newmont) on the Trout Creek Project. The reason for the decision was to devote the Companys resources to other projects. On November 4, 2016, a stipulation was filed in Fourth District Court of Idaho dismissing the previously mentioned Complaint (see Note 3), Case No. CV OC 1510506 (the Lawsuit), regarding Idaho State Gold Co. II (ISGC II or ISGC), LLC, an Idaho limited liability company; and, Owyhee Gold Territory, LLC (OGT), an Idaho limited liability company v. Thunder Mountain Gold, Inc. a Nevada corporation Under the terms of the settlement, SMMI will manage and retain 75% ownership in the OGT, with ISGC II retaining 25% ownership but no management control. OGT will be managed by SMMI under a new operating agreement signed by both parties, and will exist as a holding company, with the real assets taken out and advanced by SMMI under an industry standard Mining Lease with Option to Purchase Agreement. OGT will retain a capped five-million dollar ($5,000,000) Net Returns Royalty, paid quarterly at 5% of the net profits of the project when it begins producing. There is also a $5,000 per year lease payment due to OGT. The lease purchase and ISGC II`s 25% interest in OGT sunsets upon the payment of $5,000,000 to OGT. |
1. Summary of Significant Acc14
1. Summary of Significant Accounting Policies and Business Operations: Equity and Cost Method Investments, Policy (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Equity and Cost Method Investments, Policy | Investments in Joint Venture The Companys accounting policy for joint ventures is as follows: 1. The Company uses the cost method when it does not have joint control or significant influence in a joint venture. Under the cost method, these investments are carried at cost. If other than temporary impairment in value is determined, it would then be charged to current net income or loss. 2. If the Company enters into a joint venture in which there is joint control between the parties or the Company has significant influence, the equity method is utilized whereby the Companys share of the ventures earnings and losses is included in the statement of operations as earnings in joint ventures and its investments therein are adjusted by a similar amount. If other than temporary impairment in value is determined, it would then be charged to current net income or loss. In a joint venture where the Company holds more than 50% of the voting interest and has significant influence, the joint venture is typically consolidated with the presentation of non-controlling interest. In determining whether significant influences exist, the Company considers its participation in policy-making decisions and its representation on the ventures management committee. However, see Note 3 regarding the Companys accounting for its investment in Owyhee Gold Trust, LLC. |
1. Summary of Significant Acc15
1. Summary of Significant Accounting Policies and Business Operations: Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
1. Summary of Significant Acc16
1. Summary of Significant Accounting Policies and Business Operations: Net Income (loss) Per Share (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Net Income (loss) Per Share | Net Income (Loss) Per Share The Company is required to have dual presentation of basic earnings per share (EPS) and diluted EPS. Basic EPS is computed as net income divided by the weighted average number of common shares outstanding for the period. Diluted EPS is calculated based on the weighted average number of common shares outstanding during the period plus the effect of potentially dilutive common stock equivalents, including options and warrants to purchase the Companys common stock. For the period ended September 30, 2016 2015 Stock options 4,515,000 3,990,000 Warrants 3,590,000 5,015,000 Total possible dilution 8, 105 ,000 9,005,000 |
1. Summary of Significant Acc17
1. Summary of Significant Accounting Policies and Business Operations: Net Income (loss) Per Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Tables/Schedules | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the period ended September 30, 2016 2015 Stock options 4,515,000 3,990,000 Warrants 3,590,000 5,015,000 Total possible dilution 8, 105 ,000 9,005,000 |
7. Stock Options_ Schedule of S
7. Stock Options: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Tables/Schedules | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Stock price $ 0.07 Exercise price $ 0.10 Expected volatility 238.9% Expected dividends - Expected terms (in years) 5.0 Risk-free rate 1.15% |
7. Stock Options_ Schedule of19
7. Stock Options: Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Tables/Schedules | |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | Shares Weighted Average Exercise Price Outstanding and exercisable at December 31, 2015 1,990,000 $ 0.07 Granted in 2016 2,525,000 0.10 Outstanding and exercisable September 30, 2016 4,515,000 $ 0.09 |
1. Summary of Significant Acc20
1. Summary of Significant Accounting Policies and Business Operations (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Details | |
Entity Incorporation, Date of Incorporation | Nov. 9, 1935 |
Basis of Accounting | The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to the Form 10-Q. Accordingly, the financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of our management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the nine month period ended September 30, 2016 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2016. For further information, refer to the financial statements and the footnotes thereto in our Annual Report on Form 10-K for the year ended December 31, 2015. |
Substantial Doubt about Going Concern | The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company is an exploration stage company and has historically incurred losses and does not have sufficient cash at September 30, 2016 to fund normal operations for the next 12 months. The Company has no recurring source of revenue and its ability to continue as a going concern is dependent on the Companys ability to raise capital to fund its future exploration and working capital requirements. The Companys plans for the long-term return to and continuation as a going concern include financing the Companys future operations through sales of its common stock and/or debt and the eventual profitable exploitation of its mining properties. Additionally, the current capital markets and general economic conditions in the United States are significant obstacles to raising the required funds. These factors raise substantial doubt about the Companys ability to continue as a going concern. The Company is currently investigating a number of alternatives for raising additional capital with potential investors, lessees and joint venture partners. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. |
Substantial Doubt about Going Concern, Conditions or Events | The Company’s plans for the long-term return to and continuation as a going concern include financing the Company’s future operations through sales of its common stock and/or debt and the eventual profitable exploitation of its mining properties. |
1. Summary of Significant Acc21
1. Summary of Significant Accounting Policies and Business Operations: Net Income (loss) Per Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Details | ||
Dilutive Securities, Effect on Basic Earnings Per Share, Options and Restrictive Stock Units | $ 4,515,000 | $ 3,990,000 |
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 3,590,000 | 5,015,000 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,105,000 | 9,005,000 |
2. Commitments (Details)
2. Commitments (Details) - USD ($) | 13 Months Ended | 27 Months Ended |
Oct. 31, 2016 | Mar. 21, 2013 | |
Details | ||
Minimum expenditure through date | $ 150,000 | $ 150,000 |
3. South Mountain Project LLC (
3. South Mountain Project LLC (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Details | |
Legal Matters and Contingencies | On January 27, 2015, SMMI became manager of the OGT under the terms of the November 8, 2012 operating agreement, because ISGC II had effectively resigned under the Agreement. This appointment as Manager was further ratified by a Judge`s Court Order on March 1, 2016. Beginning in January 2015, SMMI paid OGTs expenses to ensure ongoing operations at the site. For the nine-month period ending September 30, 2016 and for the year ended December 31, 2015, the Company incurred expenses of $472,183 and $693,592, respectively relating to OGT operations. The Company has recognized these expenses in these consolidated financial statements because, due to the dispute discussed below, it is not clear as to whether SMMI will be reimbursed by OGT. At September 30, 2016 and December 31, 2015, accrued payroll for services performed relating to the operation of OGT was $505,000 and $274,000, respectively. The accrued payroll was earned by three of the Companys officers whose balances at September 30, 2016 are as follows: Eric Jones, President and Chief Executive Officer - $200,000, James Collord, Vice President and Chief Operating Officer - $200,000, and Larry Thackery, Chief Financial Officer - $105,000. None of the compensation has been paid. SMMI maintains that ISGC II did not earn its ownership units, and resigned under the terms of the Operating Agreement, causing SMMI to become manager. ISGC II did not agree that SMMI became manager of OGT in early 2015. However, that disagreement was resolved on March 1, 2016, when a Judge`s Order stipulated that SMMI was in fact Manager. In December 2015, the Company received service of a Complaint that had been filed but not served on June 22, 2015, namely Idaho State Gold Co. II, LLC, an Idaho limited liability company; and, Owyhee Gold Territory, LLC, an Idaho limited liability company v. Thunder Mountain Gold, Inc. a Nevada corporation On January 11, 2016, the Company answered the complaint it received in December 2015. In its response, the Company asserts that: · · · On February 16, 2016, ISGC II filed a motion for a more definitive statement asserting that the Companys response was not specific enough. On March 1, 2016, the Company was awarded a Court Order approving defined stipulations and dismissing of certain portions of a December Complaint. The Court Order acknowledged and confirmed the Companys assertions, and stipulated that: a. As of March 1, 2016, the Companys wholly owned subsidiary, SMMI, is the manager of OGT for all lawful purposes and shall have the right to advance the project and the interests of OGT and the South Mountain Mine Project according to the terms of OGTs November 8, 2012, Operating Agreement and the Parties November 8, 2012, Member Agreement; and b. OGT is the owner of the real property described in the Operating Agreement signed by both parties prior t o November 8, 2012, and confirmed by certain Quitclaim Deed and filed on October 31, 2013, without any claim or encumbrance by Defendants; and c. ISGC II acknowledges that a Statement of Authority should be filed with the Idaho Secretary of State that identifies SMMI as Manager of OGT effective the date of this Stipulation; and d. Because of conflicts of interest, OGT, and the Companys subsidiaries THMG and THMR were dismissed from the litigation; and e. ISGC II shall not sell or cause to be sold any of the equipment and assets described in the ISGC II financial reports without prior notice and the concurrence of OGT, with SMMI acting as manager of OGT; and f. ISGC IIs motion for a more definite statement is withdrawn. Because of the Court Order above, ISGC II was required to withdraw their original Complaint. ISGC II filed an amended Complaint on March 14, 2016 in which it claims it is entitled to vesting of Units in OGT based solely upon the funds they spent towards the South Mountain mining project, or based upon an equitable claim. The Company deems their claims erroneous and without merit, and that funds were spent outside of compliance with the Operating Agreement, and without proper controls or accounting. The Company will aggressively and vigorously defend against this lawsuit, and is confident of a positive legal outcome for the Company in Idaho Court. |
4. Related Party Notes Payable
4. Related Party Notes Payable (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Details | |
Debt Instrument, Increase (Decrease) for Period, Description | On December 9, 2014, the Company executed two promissory notes payable to directors, Eric Jones and Jim Collord. The amount of the notes was $25,000 each for a total of $50,000, and identical in terms. The interest rate on these notes is 10% per month of the principal balance. The notes were due in full no later than July 1, 2015 and had a minimum amount due of 5 months of interest if the notes are paid back earlier. The original convertible notes contained a beneficial conversion feature of $13,492 which was recognized as a discount on the notes on the date of issuance. The discount was amortized over the note term using the straight-line method, which approximates the effective interest method. For the year ended December 31, 2015, the Company recorded $11,565 in interest expense related to the amortization of the discount. On July 1, 2015, these notes were extended to December 31, 2015. As part of this extension the outstanding interest payable on the notes of $33,616 was added to the principal balance of $50,000 resulting in a new outstanding principal balance of $83,616. The interest charge remained the same, as per the original notes agreement at $5,000 per month. The extension contained a conversion feature. The note holder can convert all of the outstanding principal and interest at 75% of the average closing bid price of the Company for the 20 days prior to the notice of conversion. The fair value of the conversion feature using the Black Scholes model was $68,726. This amount was determined to be substantial under applicable accounting principles requiring the debt amendment to be accounted for as a debt extinguishment. An expense of $68,726 was recorded to recognize the loss on modification of debt during the year ended December 31, 2015. During November and December of 2015, Jim Collord and Eric Jones advanced additional funds of $30,000 and $27,460 respectively. On the due date of the notes, December 31, 2015, these notes were extended to April 11, 2016. In connection with this extension, the accrued interest balance of $30,000 was added to the principal balance resulting in a new outstanding principal balance of $171,076. Additionally, the interest rate was changed to 1% per month and the conversion feature was eliminated. These notes have been extended to December 31, 2016. On January 18, 2016, the Company initiated a private offering for an aggregate, 6,700,000 shares of common stock. In connection with this offering, Jim Collord and Eric Jones exchanged $25,000 each from their related notes payables for a total of 1 million shares (see Note 6). During the nine months ended September 30, 2016, the Company paid $7,500 on Mr. Jones’ outstanding note balance. |
Debt Instrument, Description | On July 8, 2016, the Company executed two promissory notes payable to directors, Eric Jones and Jim Collord. The amount of the notes was $15,000 and $10,000 respectively for a total of $25,000. The terms of these notes are identical with a 2% interest rate accrued per month for a term of two months. At September 30, 2016, the notes payable balances were $66,768 and $71,808 for Mr. Jones and Mr. Collord, respectively. Also at September 30, 2016, accrued interest payable balances were $5,918 and $6,508 for Mr. Jones and Mr. Collord, respectively. These notes originally had a term of two months but have been extended to December 31, 2016. |
5. Related Party Transactions (
5. Related Party Transactions (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Details | ||
Legal fees paid to related party | $ 54,000 | $ 123,108 |
Other Accrued Liabilities | $ 172,177 | $ 123,038 |
6. Stockholders' Equity (Detail
6. Stockholders' Equity (Details) - USD ($) | Jan. 18, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Private offering 2015 | ||||
Stock Issued During Period, Shares, New Issues | 4,000,000 | |||
Sale of Stock, Price Per Share | $ 0.05 | |||
Sale of Stock, Price Per Share | $ 0.05 | |||
Private offering | ||||
Stock Issued During Period, Shares, New Issues | 5,700,000 | |||
Sale of Stock, Price Per Share | $ 0.05 | |||
Aggregate shares issued in Private Offering | 6,700,000 | |||
Debt Conversion, Converted Instrument, Amount | $ 50,000 | |||
Stock issued during period conversion of debt | 1,000,000 | |||
Sale of Stock, Price Per Share | $ 0.05 | |||
Warrant changes | ||||
Description of changes to outstanding warrants | On May 12, 2016, the Company extended the expiration date of 5,015,000 outstanding warrants issued during 2014 for an additional 6 months (November 24, 2016). The Company also reduced the exercise price from $0.15 to $0.10. | |||
Warrants exercised | ||||
Warrant exercises | 1,425,000 | |||
Warrant exercises, price per share | $ 0.10 | $ 0.10 | ||
Proceeds from Warrant Exercises | $ 142,500 |
7. Stock Options (Details)
7. Stock Options (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Jul. 20, 2016 | |
Details | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 4,765,000 | 2,525,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.10 | $ 0.10 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 4,765,000 | 2,525,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 175,199 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 9 months 18 days |
7. Stock Options_ Schedule of28
7. Stock Options: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | Jul. 20, 2016$ / shares |
Details | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.07 |
Fair Value Assumptions, Exercise Price | $ 0.10 |
Fair Value Assumptions, Expected Term | 5 years |
Fair Value Assumptions, Risk Free Interest Rate | 1.15% |
7. Stock Options_ Schedule of29
7. Stock Options: Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2016 | Jul. 20, 2016 | Dec. 31, 2015 | |
Details | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 4,515,000 | 1,990,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.09 | $ 0.07 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 2,525,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.10 | $ 0.10 |
8. Subsequent Events (Details)
8. Subsequent Events (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Trout Creek | |
Subsequent Event, Description | On October 27, 2016 at the Company terminated the exploration agreement with Newmont Mining Corporation (“Newmont”) on the Trout Creek Project. The reason for the decision was to devote the Company’s resources to other projects. |
Legal Matters | |
Subsequent Event, Description | On November 4, 2016, a stipulation was filed in Fourth District Court of Idaho dismissing the previously mentioned Complaint (see Note 3), Case No. CV OC 1510506 (the “Lawsuit”), regarding Idaho State Gold Co. II (ISGC II or ISGC), LLC, an Idaho limited liability company; and, Owyhee Gold Territory, LLC (OGT), an Idaho limited liability company v. Thunder Mountain Gold, Inc. a Nevada corporation, et al. The Complaint also named South Mountain Mines, Inc. (SMMI) and Thunder Mountain Resources, both of which are wholly-owned subsidiaries of the Company. Based upon the negotiations among the Parties, they have agreed upon acceptable terms for a settlement and release of any and all Claims the Parties may have against each other. Under the terms of the settlement, SMMI will manage and retain 75% ownership in the OGT, with ISGC II retaining 25% ownership but no management control. OGT will be managed by SMMI under a new operating agreement signed by both parties, and will exist as a holding company, with the real assets taken out and advanced by SMMI under an industry standard Mining Lease with Option to Purchase Agreement. OGT will retain a capped five-million dollar ($5,000,000) Net Returns Royalty, paid quarterly at 5% of the net profits of the project when it begins producing. There is also a $5,000 per year lease payment due to OGT. The lease purchase and ISGC II`s 25% interest in OGT sunsets upon the payment of $5,000,000 to OGT. |