Thesis Gold Inc. (TSX-V: TAU) (WKN: A3EP87) is pleased to announce that it has completed its previously announced underwritten offering, including the full exercise of the over-allotment option, for gross proceeds of approximately C$27.5 million.

The Offering consisted of (i) 5,770,000 common shares of the Company issued as “flow-through shares” with respect to “Canadian exploration expenses” (each within the meaning of the Income Tax Act (Canada)) at a price of C$1.56 per BC CEE Flow-Through Share for aggregate gross proceeds of C$9,001,200; (ii) 11,114,000 common shares of the Company issued as “flow-through shares” with respect to “Canadian exploration expenses” at a price of C$1.445 per National CEE Flow-Through Share for aggregate gross proceeds of C$16,059,730 and (iii) 1,930,000 common shares of the Company issued as “flow-through shares” with respect to “Canadian exploration expenses” at a price of C$1.30 per Traditional Flow-Through Share for aggregate gross proceeds of C$2,509,000.

Existing shareholder Centerra Gold Inc. participated in the Offering to maintain its shareholder interest in the Company.

The gross proceeds of the Offering will be used by the Company to incur eligible “Canadian exploration expenses” that qualify as “flow-through mining expenditures” as such terms are defined in the Income Tax Act (Canada) (the “Qualifying Expenditures”) related to the Lawyers Ranch project in British Columbia. Qualifying Expenditures with respect to the BC CEE Flow-Through Shares with also qualify as “BC flow-through mining expenditures” as such term is defined in the Income Tax Act (British Columbia). All Qualifying Expenditures will be renounced in favour of the subscribers for the Flow-Through Shares effective on or before December 31, 2025.

Scotiabank acted as sole bookrunner, together with Clarus Securities Inc. as co-lead underwriter, on behalf of a syndicate of underwriters which also included Haywood Securities Inc., Jett Capital Advisors, LLC, National Bank Financial Inc. and Cormark Securities Inc. The Underwriters received a cash commission equal to 6.0% of the gross proceeds from the Offering, paid from the Company’s existing cash reserves.

All securities issued pursuant to the Offering are subject to a four-month hold period expiring on November 9, 2025, in accordance with the policies of the TSX Venture Exchange and applicable securities laws. The Offering is subject to final approval by the TSXV.

The securities issued under the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act”), or any U.S. state securities laws, and may not be offered, sold or resold in the “United States”  (as such term is defined in Regulation S under the U.S. Securities Act) with registration under the U. S. Securities Act and all applicable U.S. state securities laws, or in compliance with an exemption therefrom. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

About Thesis Gold Inc.

Thesis Gold Inc. is a resource development company focused on unlocking the potential of its 100% owned Lawyers-Ranch Project, located in British Columbia’s prolific Toodoggone Mining District. The recently completed Preliminary Economic Assessment highlights robust project economics, including a 35.2% after-tax IRR and an after-tax NPV5% of C$1.28 billion, demonstrating the potential for significant value creation. The Company’s 2025 roadmap includes a robust exploration and drill program, delivery of a Pre-Feasibility Study on the combined Lawyers-Ranch Project, and commencement of the Environmental Impact Assessment Process. Through these strategic moves, Thesis Gold intends to elevate the Lawyers-Ranch Project to the forefront of global precious metals ventures.