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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 16, 2005
Thunder Mountain Gold, Inc.
(Exact Name of Registrant as Specified in its Charter)
Idaho | 001-08429 | 91-1031075 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1239 Parkview Drive, Elko, Nevada | 89801 | |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (775) 738-9826
N/A
(Former Name or Former Address if Changed Since Last Report)
Check the appropriate box below if the Form 8K fining is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SEC 873 (6-04)
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ITEM 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
See item 2.01
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
A.
On August 16, 2005, with an expected closing date of September 1, 2005, the Registrant entered into the following transactions with Estate of Ronald C. Yanke and Donald J. Nelson: (i) The Company will acquire 4,345,966.34 shares or what has been represented to be all of the outstanding common stock in the DEWEY MINING CO., INC., an Idaho corporation. (ii) The Company will acquire 1,883,525 shares of common stock in the Company; and (iii) Such common stock will be acquired from the Estate of Ronald C. Yanke and Donald J. Nelson, in return for $3,300,000 to be paid on or before September 1, 2005.
B.
On August 16, 2005. with an expected closing date of September 1, 2005, the Registrant and DEWEY MINING CO., INC., an Idaho corporation which will be at that time 100% owned by the Registrant, and THE TRUST FOR PUBLIC LAND, a California nonprofit public benefit corporation, entered into the following transactions: (i) The Company will dispose of all of its right, title, and interest, in real property and mining claims in Valley County, Idaho, to THE TRUST FOR PUBLIC LAND; (ii) DEWEY MINING CO., INC., an Idaho corporation, will dispose of all of its right, title, and interest, in real property and mining claims in Valley County, Idaho to THE TRUST FOR PUBLIC LAND; (iii) The purchase price for the foregoing is expected to be at least $5,500,000; and (iv) THE TRUST FOR PUBLIC LAND agreed to certain indemnification and release provisions as to environmental and other liabilities, for the Company, Dewey Mining Co., Inc., their officers, directors, shareholders, and others.
C.
Closing for all of the foregoing transactions is expected to occur on or before September 1, 2005. All of the foregoing is subject to ratification by shareholders of the Company.
ITEM 8.01 OTHER EVENTS
See Item 2.01 for certain transactions related to the expected acquisition and disposition of assets.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THUNDER MOUNTAIN GOLD, INC.
(Registrant)
By: /s/ E. JAMES COLLORD
-------------------------------------------------
E. James Collord
President, Director and Chief Executive Officer
Dated: August 23, 2005