Mr. Ewan Webster of Thesis Gold reports

THESIS GOLD INC. ANNOUNCES STRATEGIC 9.9% INVESTMENT BY CENTERRA GOLD INC.

Thesis Gold Inc. and Centerra Gold Inc. have entered into a subscription agreement whereby Centerra will acquire 9.9 per cent of the issued and outstanding common shares of the company.

Dr. Ewan Webster, president and chief executive officer, shared: "We are excited to welcome Centerra as a strategic investor in Thesis. Centerra's interest is a strong endorsement of the extraordinary potential of the Lawyers-Ranch project and the work our team has accomplished to date. Their deep technical expertise, operational experience and regional presence through the Kemess asset present a clear opportunity for collaboration and unlocking district-scale synergies. We look forward to working alongside Centerra as we continue to advance and derisk this emerging gold camp."

President and chief executive officer of Centerra Paul Tomory commented: "We are pleased to support Thesis with this strategic investment. Thesis's recent preliminary economic assessment, resource update and drill results are very encouraging and demonstrate the potential of this highly prospective district. Given the proximity of our Kemess asset to the Lawyers-Ranch project, we see the potential for substantial synergies, including the ability to leverage existing infrastructure to unlock regional potential. We look forward to seeing the results of their work and the potential the project holds for future resource growth."

Pursuant to the subscription, Centerra has agreed to purchase, 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 issue price represents a 10-per-cent premium to the five-day volume-weighted average price of the common shares as traded on the TSX Venture Exchange immediately prior to executing the subscription agreement. The proceeds from the subscription will be used for working capital and general corporate purposes, including work related to the technical studies currently under way at the Lawyers-Ranch project. The company anticipates the subscription will close on or around April 28, 2025. Closing of the subscription is subject to certain conditions, including, but not limited to, receipt of approval of the TSX-V.

In connection with the subscription, Thesis and Centerra intend to enter into an investor rights agreement, whereby, subject to certain conditions, including time and ownership thresholds, the company will grant 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 per cent of the company's issued and outstanding common shares, and technical committee appointment rights among other customary investor rights included in the investor rights agreement.

Following the completion of a preliminary economic assessment in 2024, Thesis is focused on advancing the project in 2025 through a prefeasibility study, completing key baseline work to initiate the environmental assessment process and executing a significant summer exploration program. While advancing Lawyers-Ranch remains the focus, the proximity to Centerra's Kemess asset presents longer-term opportunities for collaboration that could enhance efficiencies and support future development across the Toodoggone district.

All common shares issued pursuant to the subscription will be subject to a statutory hold period of four months and one day from the date of closing in accordance with applicable Canadian securities legislation.

About Thesis Gold Inc.

Thesis Gold is a resource development company focused on unlocking the potential of its 100-per-cent-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-per-cent after-tax internal rate of return and an after-tax net present value discounted at 5 per cent of $1.28-billion, demonstrating the potential for significant value creation. The company's 2025 road map includes a robust exploration and drill program, delivery of a prefeasibility 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 metal ventures.

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