8-K

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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):  July 23, 2008

THUNDER MOUNTAIN GOLD

(Exact Name of Registrant as Specified in its Charter)

Nevada	001-08429	91-1031075
(State or other jurisdiction of incorporation)	(Commission File  Number)	(IRS Employer Identification No.)

5248 W. Chinden, Boise, Idaho	83714
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: 208-658-1037

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)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SEC 873  (5-06) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Item 3.02 Unregistered Sales of Equity Securities.

On May 1, 2008, Thunder Mountain Gold, Inc. initiated a private offering of securities solely to accredited investors. The offering completed consisted of 2,775,000 Units priced at $0.20 each. Each Unit consisted of a share of common stock, $0.001 par value, and a warrant to purchase common stock for $0.40 per share. The offering was oversold by 11% of the planned offering of 2,500,000 Units. As a result of completion of the offering, a total of 2,775,000 shares of common stock, $0.001 par value, and warrants to acquire 2,775,000 shares of common stock were issued to the purchasers. There were no registration rights granted in connection with the offering. Pennaluna and Company, of Coeur d’Alene, Idaho acted as the placement agent for approximately 60% of the funds raised in the Private Placement and was paid a commission of $33,000. The total amount raised before expenses was $550,000.

The offering terminated on July 18, 2008.

The offering was believed exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(2) the Securities Act of 1933, as amended.  The securities offered, and to be sold and issued in connection with the private placement have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements.

Item 9.01. Financial Statements and Exhibits

(d)	Exhibits
	4.2  Warrant to purchase Common Stock
	99.2 Press Release, dated July 23, 2008

SIGNATURES

FORM 8-K

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

Date:  July 24, 2008  

EX-4.2

Common Stock Purchase Warrant for Thunder Mountain Gold

EX-99.2

Exhibit 99.2

THUNDER MOUNTAIN GOLD INC.

5248 W. Chinden Blvd.                                                Telephone: 208-658-1037 Boise, Idaho  83714                                                       Fax: 208-322-5626

THUNDER MOUNTAIN GOLD ANNOUNCES COMPLETION OF PRIVATE PLACEMENT

Boise, Idaho, July 21, 2008: Thunder Mountain Gold, Inc. (OTCBB: THMG) (Company) today announced the completion on July 18, 2008, of a Private Equity Financing of US$ 555,000 by way of a private placement to accredited investors. The placement consisted of 2,775,000 Units priced at US$0.20 each. Each unit consisted of a share of common stock, and a warrant to acquire common stock for US$0.40 per share. The Private Equity Financing was oversold by 11%. As a result of completion of the offering, a total of 2,775,000 shares of common stock and warrants to acquire 2,775,000 shares of common stock were issued to the purchasers. There were no registration rights granted in connection with the offering. Pennaluna and Company acted as the placement agent for approximately 60% of the funds raised in the Private Placement and was paid a commission of $33,000.

The additional funding raised will facilitate the further development of the wholly-owned Thunder Mountain Resource’s South Mountain poly-metallic property.  It will also be utilized for funding the Company’s exploration program, continued, and for property acquisitions.

Jim Collord, President of Thunder Mountain Gold, said regarding the placement, “We are extremely pleased in the interest in our Company’s activities and the private placement. This placement surpassed our targeted funding, and will go a long way toward defining the extent of the resource at the South Mountain Mine, as well as exploring for and acquiring of new precious and base metals targets.

About Thunder Mountain Gold, Inc.

Thunder Mountain Gold, Inc./Thunder Mountain Resources, Inc. is an exploration company focused on the generation of precious and base metal projects in the Western United States, Mexico, and Alaska. The Company performs its own natural resource exploration and generates value for shareholders by aggressively developing high-grade, high-quality precious and base metal resources in politically stable mining regions.

This release has been reviewed and approved by Company Vice President Pete Parsley (M.Sc. and Registered Professional Geologist), and "qualified person" as that term is defined in National Instrument 43-101.

Investor Relations:  Eric Jones e-mail:  eric@thundermountaingold.com

Jim Collord e-mail: jim@thundermountaingold.com

Forward-Looking Statements:  Statements made which are not historical facts, such as anticipated production, exploration results, costs or sales performance are "forward-looking statements", and involve a number of risks and uncertainties that could cause actual results to differ materially from those projected, anticipated, expected or implied.  These risks and uncertainties include, but are not limited to, metals prices volatility, volatility of metals production, exploration project uncertainties, industrial minerals market conditions and project development risks.  Refer to the Company's Periodic Filings for a more detailed discussion of factors that may impact expected future results.  Thunder Mountain Gold undertakes no obligation to publicly update or revise any forward-looking statements.     

Cautionary Note to Investors - The United States Securities and Exchange Commission (“SEC”) permits mining companies, in their filings with the SEC, to disclose only those mineral deposits with a reserve that a company can economically and legally extract or produce.

Website: www.thundermountaingold.com                                                  OCBB: THMG.OB