Thunder Mountain Gold Inc.

02/03/2026 | Press release | Distributed by Public on 02/03/2026 05:07

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 28, 2026, prior to the annual meeting of shareholders, the Board of Directors (the "Board") of Thunder Mountain Gold, Inc. (the "Corporation" or "Company") approved an amendment to the Corporation's Bylaws (the "Bylaws"), effective as of that date. The sole purpose of the amendment is to amend Section 2.6 of the Bylaws, related to the quorum requirements of the meetings of shareholders, from a majority of the outstanding shares of the Corporation entitled to vote, to one-third (1/3) of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy.

The foregoing summary of the amendments to the Corporation's Bylaws is qualified in its entirety by reference to the amended and restated text of Section 2.6 of the Bylaws, a copy of which is filed as Exhibit 3.2 to the Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company's Annual Meeting of Shareholders (the "Annual Meeting") was held on January 28, 2026, pursuant to a definitive notice and proxy statement filed with the Securities and Exchange Commission on December 23, 2025. The Company's shareholders approved two proposals at their Annual Meeting. Descriptions of each of the proposals voted upon at the Annual Meeting are contained in the definitive proxy statement. At the close of business on December 9, 2025, the record date of the Annual Meeting, there were issued and outstanding 93,255,579 shares of Common Stock entitled to vote. The holders of a total of 32,831,206 shares of common stock were present at the Annual Meeting, either in person or by proxy, which constituted a quorum for purposes of the Annual Meeting.

The Proposals and results are as follows:

Proposal 1 - To elect the Company's Board of Directors to serve until the Company's 2027 Annual Meeting of Shareholders or until successors are duly elected and qualified. The voting results for Proposal 1 are as follows:

Name of Candidate
For
Withheld
Voted % For
Present
Proxies
Eric T. Jones 28,566,049 1,262,476 95.77%
Ralph Noyes 29,467,849 360,676 98.79%
Doug Glaspey 29,457,349 371,176 98.76%
James A. Sabala 29,453,249 375,276 98.74%

Proposal 2 - To ratify the appointment of Assure CPA, LLC as the Company's independent registered public accounting firm for the fiscal year of 2026. The voting results for Proposal 2 are as follows:

Shares Voted
For Against Abstentions Voted % Present
32,815,156 12,550 3,500 99.95%
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