Mr. Ewan Webster reports

THESIS GOLD ANNOUNCES $13 MILLION PRIVATE PLACEMENT FINANCING

Thesis Gold Inc. has entered into an agreement with Clarus Securities Inc., as lead agent and sole bookrunner, on behalf of a syndicate of agents, in connection with a marketed best efforts private placement of up to approximately $13-million.

Ewan Webster, president and chief executive officer, shared: "Our 2023 drilling program is making significant progress towards our 50,000-metre target, with over 25,000 metres completed to date. Following the recent completion of our merger, our primary working capital consisted of hard dollars. This strategic placement now enables us to utilize much less dilutive flow-through funding. These funds are essential for achieving key milestones over the next 12 months, including the completion of our 50,000-metre drilling program, an updated global resource estimate covering both the Ranch and Lawyers projects, followed by a new preliminary economic assessment (PEA)."

The offering will consist of: (i) up to 8.85 million premium flow-through (FT) common shares at a price of $1.13 per premium FT share for gross proceeds of up to $10,000,500; and (ii) up to 3,225,500 flow-through common shares at a price of 93 cents per FT share for gross proceeds of up to $2,999,715. All securities issued pursuant to the offering will be subject to a four-month hold period in accordance with the policies of the TSX venture Exchange and applicable securities laws. The company does not expect that the offering will result in the creation of any new control person of the company. The offering is subject to approval by the TSX Venture Exchange.

The company intends to use the net proceeds of the offering to finance exploration and development expenditures at the company's Ranch and Lawyers gold-silver projects in British Columbia and for working capital purposes.

The gross proceeds from the sale of premium FT shares and FT shares will be used by the company to incur eligible Canadian exploration expenses that will qualify as flow-through mining expenditures as such terms are defined in the Income Tax Act (Canada) related to the company's projects in Canada. All qualifying expenditures will be renounced in favour of the subscribers of the flow-through shares effective Dec. 31, 2024. The net proceeds from the sale of the shares will be used by the company for working capital and general corporate purposes.

The offering is scheduled to close on or about Sept. 26, 2023, and is subject to certain conditions. The securities to be issued under this offering will be offered by way of private placement exemptions in all the provinces of Canada and other jurisdictions as may be agreed between the company and the agents.

About Thesis Gold Inc.

Thesis Gold, following its strategic merger with Benchmark Metals, is unlocking the combined potential of the Ranch and Lawyers gold-silver projects in the Toodoggone mining district of north-central British Columbia, Canada. A 2022 preliminary economic assessment for the Lawyers project alone projected an open-pit mining operation yielding 163,000 gold equivalent ounces annually over a 12-year span. By integrating the Ranch project, the company aims to enhance these figures and bolster the overall project's potential. Central to this ambition is the 50,000-metre drill program, which aims to define the high-grade underground resource at Lawyers and augment the near-surface high-grade deposits at Ranch. The company's roadmap includes releasing a combined Ranch-Lawyers resource estimate by Q2 2024, with an updated preliminary economic assessment slated for Q3 2024. Through these strategic moves, Thesis Gold aspires to elevate the Ranch-Lawyers project to the forefront of global precious metals ventures.

We seek Safe Harbor.