Mr. Ewan Webster of Benchmark Metals reports

THESIS COMPLETES MERGER WITH BENCHMARK

Thesis Gold Inc. (formerly Benchmark Metals Inc.) has completed its business combination with Thesis Gold (Holdings) Inc. pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia).

Ewan Webster, president and chief executive officer, commented: "This merger has given rise to an expansive district-scale development and exploration endeavours, characterized by remarkable potential for growth. The next 12 to 15 months will be transformative with a planned 50,000 metres of drilling already under way between both projects, focusing on resource growth, exploration and discovery; and the culmination of this work will deliver an updated resource estimate for both projects, including high-grade near-surface material at the Ranch project; and an updated PEA [preliminary economic assessment] will add high-grade underground material from Lawyers in addition to any resource from Ranch. These milestones and timelines have been developed to unlock substantial value and solidify the potential of the deposits within these two projects at a world-class project level."

John Williamson, chair, commented: "Thesis Gold will demonstrate a world-class asset in a top-tier jurisdiction. The combined company has near-term plans with significant value-added milestones that includes a new global mineral resource estimate and a updated preliminary economic assessment (PEA). The merger will generate a larger resource and stronger economics in the next engineering study."

Under the terms of the transaction, the company acquired all of the outstanding shares of Thesis Holdings. Thesis Holdings shareholders received 2.5584 of a common share of the company for each Thesis share held. The company also consolidated all of its issued company shares on a 1:2.6 share basis and changed its name to Thesis Gold Inc. Existing shareholders of the company and former shareholders of Thesis Holdings own approximately 60 per cent and 40 per cent, respectively, of the outstanding consolidated shares of the resulting combined company. All outstanding stock options issued by Thesis Holdings were also replaced by equivalent stock options issued by the combined company, and all share purchase warrants of Thesis Holdings are automatically adjusted to be equivalent share purchase warrants to acquire common shares of the combined company, adjusted in accordance with the exchange ratio and the consolidation ratio.

Upon surrender to Odyssey Trust Company (the depositary) of certificates representing Thesis shares that were outstanding immediately prior to the effective time of the arrangement, together with a duly completed and executed letter of transmittal, registered holders of such Thesis shares are entitled to receive the company shares pursuant to, and subject to the terms and conditions of, the plan of arrangement, as consolidated by the company. Each registered shareholder (other than CDS and DTC (Depository Trust Company)) will receive a direct registration (DRS) advice, evidencing the consolidated company shares held by such Thesis Holdings shareholder. A Thesis Holdings shareholder can request to receive a physical share certificate representing the consolidated Benchmark shares by completing the information accompanying the DRS advice. Any questions regarding payment of the transaction, including any requests for an additional copy of the letter of transmittal, should be directed to the depositary by telephone at 587-885-0960 or by e-mail at corp.actions@odysseytrust.com.

Non-registered holders of Thesis shares that were outstanding immediately prior to the effective time of the arrangement should contact their nominee (broker, trust company, bank or other registered holder) that holds the certificates representing such securities on their behalf to arrange for surrender and exchange pursuant to the arrangement and share consolidation.

The consolidated common shares of the combined company continue to be listed and posted for trading on the TSX Venture Exchange under the trading symbol TAU (and continue to be listed on the Frankfurt Stock Exchange and quoted on the OTCQX), and the Thesis shares will be delisted from the TSX-V effective Aug. 24, 2023, and the company will apply to have Thesis Holdings cease to be a reporting issuer in every province of Canada in which it is a reporting issuer.

As a result of the transaction, there are 162,966,011 common shares of the combined company issued and outstanding on a non-diluted and consolidated basis.

New management team and board of directors

The combined company's board of directors now consists of seven directors, four of whom were nominated by Benchmark, consisting of Mr. Williamson (who was appointed chair), Keith Peck, Peter Gundy and Jody Shimkus, and three of whom were nominated by Thesis, consisting of Mr. Webster, Nicholas Stajduhar and Thomas Mumford.

Reporting to the combined company board, the combined company will be managed by Mr. Webster as chief executive officer and president, Sean Mager as chief financial officer, and Ian Harris as chief operating officer.

Advisers

Cassels Brock & Blackwell LLP is acting as legal adviser to the company's special committee and Harper Grey LLP is acting as legal adviser to the company. Raymond James Ltd. is acting as financial adviser to the company's special committee.

Boughton Law Corp. and Aird & Berlis LLP are acting as Canadian legal advisers to Thesis Holdings. Clarus Securities Inc. is acting as financial adviser to Thesis Holdings. Canaccord Genuity Corp. provided the fairness opinion to the Thesis Holdings special committee.

Michael Dufresne, MSc, PGeol, PGeo, president of Apex Geoscience Ltd., is a qualified person and independent from the company and its mineral properties under National Instrument 43-101, Standards for Disclosure of Mineral Projects, and has approved the scientific and technical disclosure in this news release.

About Thesis Gold Inc. (formerly Benchmark Metals Inc.)

Thesis Gold Inc. (formerly Benchmark Metals) combined with Thesis Gold (Holdings) pursuant to a plan of arrangement and is a Vancouver-based gold and silver company advancing its 100-per-cent-owned Lawyer's gold-silver project located in the prolific Golden Horseshoe of Northern British Columbia, Canada, and focused on proving and developing the resource potential of the 180-square-kilometre Ranch gold project located in the prolific Toodoggone mining camp of Northern British Columbia, approximately 300 kilometres north of Smithers, B.C. The Lawyers project consists of three mineralized deposits that remain open for expansion, in addition to more than 20 new target areas along the 20-kilometre trend. The company trades on the TSX Venture Exchange in Canada, the OTCQX Best Market in the United States and the Tradegate Exchange in Europe. The company is managed by proven resource-sector professionals who have a record of advancing exploration projects from grassroots scenarios through to production.

We seek Safe Harbor.