THUNDER MOUNTAIN GOLD (OTCMKTS:THMG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
The foregoing terms and conditions of the securities transactions described in Items 1.01 and 3.02 of this Current Report on Form 8-K are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
In connection with the completion of Tranche 2 of the Option Agreement, BMET is obligated to purchase 2,500,000 shares of THMG unregistered common stock at a price of $0.10 per share for gross proceeds of (US)$250,00 (the “THMG Shares”). The 2,500,000 Tranche 2 THMG Shares to be issued to BeMetals will be offered and sold in reliance on the exemption from registration
provided by Section 4(2) and 4(6) of the Securities Act of 1933, as amended. The Company will rely on these exemptions from registration based in part on representations made by BeMetals. The Common Stock to be offered and sold to BeMetals will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
to the terms and conditions for the completion of Tranche 2 of the Option Agreement, THMG and BeMetals are required to enter into a Management Agreement. The material terms and conditions of such Management Agreement are generally as follows: beginning June 2019, SMMI will provide management services to BMET in respect of the South Mountain Mines (the “Property”) for a term of up to three (3) years or until terminated. The Management Agreements will terminate automatically upon the first to occur of: the third anniversary of the date of the Management Agreement; or, at any time upon the written agreement of SMMI and BMET; or, the date of Completion (as defined in the Option Agreement) of the exercise of the Option by BMET.
Those Management Services include assisting BMET in their performance of exploration and development work in respect of the Property, assisting BeMetals personnel and the Technical Committee, facilitating necessary access to data, and perform such additional services relating to the Property as the Technical Committee may reasonably request consistent with the scope and intent of the Option Agreement.
The Technical Committee is comprised of two members each from BMET and THMG, representing their respective companies. The BeMetals representatives chosen are Mr. John Wilton, and Mr. Dennis Stansbury. The THMG representatives are Mr. Eric T. Jones, and Mr. Jim Collord. The Technical Committee receives no compensation from the project for their services. SMMI will direct that the SMMI Consultants report to the Chair of the Technical Committee. The SMMI Consultants are THMG management – Eric T. Jones, Jim Collord, and Larry Thackery. These retained consultants are engaged to help with the Property and the transition period during the Option Agreement. BMET compensates the SMMI Consultants by monthly consulting contacts with THMR – the wholly-owned subsidiary of THMG. Any conflicts of interest are resolved through the Technical Committee. BMET has the deciding vote in the event of a deadlock on the Technical Committee.
The description of the Management Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such Management Agreement (forms of which are filed as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K).
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
FORM 8-K
THUNDER MOUNTAIN GOLD INC Exhibit
EX-10 2 ex10-2.htm FORM OF MANAGEMENT CONTRACT Exhibit 10.2 May 13,…
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About THUNDER MOUNTAIN GOLD (OTCMKTS:THMG)
Thunder Mountain Gold, Inc. is 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. Its projects include South Mountain Project and Trout Creek Project. The South Mountain Project is located approximately 70 air miles southwest of Boise, Idaho and approximately 20 miles southeast of Jordan Valley, Oregon. The land package at South Mountain consists of a total of approximately 1,160 acres, consisting of over 20 patented claims. The Trout Creek pediment exploration gold target is located along the eastern flank of Reese River Valley along the pediment of the Shoshone Range in Lander County, Nevada. The Company, including its subsidiaries, owns rights to claims and properties in the mining areas of Nevada and Idaho. The Company has no revenues and no production.
