Thesis Gold Inc. (TSX-V: TAU) (WKN: A3EP87) (OTCQX: THSGF) is pleased to announce that the Company has completed its private placement of common shares in the capital of the Company, as previously announced on April 22, 2025, through the issuance of 9.9% of the Company’s issued and outstanding Common Shares to Centerra Gold Inc..

Centerra has acquired, by way of private placement, 23,460,160 Common Shares at a price of $1.03 per Common Share for gross proceeds of $24,163,965. The proceeds from the private placement will be used for working capital and general corporate purposes, including work related to the technical studies currently underway at the Company’s Lawyers-Ranch Project.

In connection with the private placement, Thesis and Centerra have entered into an investor rights agreement dated April 28, 2025, whereby, subject to conditions, including time and ownership thresholds, the Company has granted Centerra certain financing and other participation rights to enable Centerra to maintain its shareholding interest in the Company, a board nomination right in the event that Centerra acquires 19.9% of the Company’s issued and outstanding Common Shares and technical committee appointment rights, among other customary investor rights. A copy of the Investor Rights Agreement will be made available under the Company’s SEDAR+ profile on www.sedarplus.ca.

No finder’s fees or commissions were paid in connection with the private placement. All Common Shares issued pursuant to the private placement are subject to a statutory hold period expiring on August 29, 2025, in accordance with applicable Canadian securities legislation.

On behalf of the Board of Directors

Thesis Gold Inc.

“Ewan Webster”

Ewan Webster Ph.D., P.Geo.
President, CEO, and Director

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 (PEA) 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.