Ms. Kettina Cordero reports

THESIS GOLD ANNOUNCES C$20 MILLION BOUGHT DEAL PRIVATE PLACEMENT

Thesis Gold Inc. has entered into an agreement with Scotia Capital Inc. acting as sole bookrunner, which, together with Clarus Securities Inc., acting as co-lead underwriter, on behalf of a syndicate of underwriters, in connection with an underwritten offering of approximately $20-million.

The offering will consist of: (i) 5.77 million common shares of the company to be issued as flow-through shares with respect to Canadian exploration expenses (each within the meaning of the Income Tax Act (Canada)) (the British Columbia CEE flow-through shares) at a price of $1.56 per British Columbia CEE flow-through share for aggregate gross proceeds of $9,001,200; (ii) 5.89 million common shares of the company to be issued as flow-through shares with respect to Canadian exploration expenses (each within the meaning of the tax act) (national CEE flow-through shares) at a price of $1.445 per national CEE flow-through share for aggregate gross proceeds of $8,511,050; and (iii) 1.93 million common shares of the company to be issued as flow-through shares with respect to Canadian exploration expenses (each within the meaning of the tax act) (traditional flow-through shares) at a price of $1.30 per traditional flow-through share for aggregate gross proceeds of $2,509,000. The company has also granted the underwriters an option, exercisable, in whole or in part, at any time until and including 30 days following the closing of the offering, to purchase up to an additional 15 per cent of the offering, in any combination of the flow-through shares, at the respective offering prices, to cover overallotments, if any, and for market stabilization purposes.

As per the company's press release dated April 22, 2025, Centerra Gold Inchas certain investor rights, including the right to participate in financings to enable Centerra to maintain its shareholding interest in the company. Centerra has informed the company it intends to participate in the offering in line with such rights.

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-V.

In consideration of the services rendered by the underwriters in connection with the offering, the company has agreed to pay to the underwriters on closing of the offering a cash commission equal to 6 per cent of the gross proceeds from the offering, to be paid from the company's existing cash reserves.

The gross proceeds of the offering will be used by the company to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures, as such terms are defined in the tax act, related to the Lawyers-Ranch project in British Columbia. Qualifying expenditures with respect to the British Columbia CEE flow-through shares with also qualify as British Columbia flow-through mining expenditures as such term is defined in the Income Tax Act (British Columbia). All qualifying expenditures will be renounced in favour of the subscribers for the flow-through shares effective on or before Dec. 31, 2025.

The offering is scheduled to close on or before July 3, 2025, 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 underwriters.

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 (PEA) 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 metals ventures.

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