Mr. Dave Burwell reports

THESIS GOLD COMPLETES FINAL TRANCHE OF $11.16 MILLION FINANCING

Thesis Gold Inc. has completed the closing of the second and final tranche of its brokered private placement previously announced on Sept. 7, 2023, for gross proceeds of $6,341,205, representing 6,818,500 flow-through common shares at 93 cents per FT share. The company received aggregate gross proceeds of $11,162,915 from the two tranches of the offering and issued a total of 6,818,500 flow-through common shares and 4,267,000 premium flow-through common shares at $1.13 per premium FT share. More information about the offering and the closing of the first tranche of the offering can be found in the press release dated Oct. 5, 2023 -- available under the company's SEDAR+ profile.

The gross proceeds from the offering 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, 2023.

Pursuant to an agency agreement among the company and a syndicate of agents led by Clarus Securities Inc. and including PI Financial Corp. and Cormark Securities Inc., the company, under the two tranches of the offering: (i) paid the agents an aggregate cash commission of $669,774.90 representing 6 per cent of the gross proceeds raised under the offering; and (ii) issued to the agents 665,130 broker warrants each entitling the holder to acquire one non-flow-through common share of the company at a price of $1.13 per share at any time for a period of 24 months from the closing date of each tranche of the offering.

All securities issued pursuant to this offering are subject to a restricted hold period of four months and a day, under applicable Canadian securities legislation. The offering remains subject to the final approval of the TSX Venture Exchange.

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. The 2022 preliminary economic assessment for the Lawyers project alone projected an open-pit mining operation that would yield 163,000 gold equivalent ounces annually over a 12-year span. The company is now evaluating the integration of the Ranch project, aiming to enhance these figures and bolster the overall potential. Central to this ambition is the 50,000-metre drill program, designed to define the high-grade underground resource at Lawyers and augment the near-surface high-grade deposits at Ranch. The company's road map includes the release of a global company resource estimate by Q2 2024, followed by an updated preliminary economic assessment in Q3 2024. Through these strategic initiatives, Thesis Gold aspires to rise to the forefront of global precious metals ventures.

We seek Safe Harbor.