Mr. Ewan Webster reports

THESIS GOLD & SILVER CLOSES C$58.5M OFFERING SUPPORTED BY STRATEGIC INVESTMENT FROM ANGLOGOLD ASHANTI

Thesis Gold & Silver Inc. has completed its previously announced private placement offering of hard-dollar common shares and charity flow-through shares for aggregate gross proceeds of $58,462,111. Following completion of the offering, AngloGold Ashanti PLC has increased its strategic investment in the company from approximately 5 per cent to 9.7 per cent of the issued and outstanding common shares of the company.

The offering consisted of the issuance of: (i) 8,342,257 common shares at a price of $3.4118 per common share for gross proceeds of $28,462,112; (ii) 2,020,202 common shares issued as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada) at a price of $4.95 per British Columbia CEE (Canadian exploration expenses) flow-through share on a charity flow-through basis for gross proceeds of $10-million; and (iii) 4,282,655 common shares issued as flow-through shares within the meaning of Subsection 66(15) of the tax act at a price of $4.67 per national CEE flow-through share on a charity flow-through basis for gross proceeds of $19,999,999.

The gross proceeds of the offering from the issuance of charity flow-through shares will be used by the company to incur (or be deemed to incur) eligible Canadian exploration expenses (as defined in Subsection 66.1(6) of the tax act) that qualify as flow-through mining expenditures (as defined in Subsection 127(9) of the tax act) related to Lawyers-Ranch. Qualifying expenditures with respect to the B.C. CEE flow-through shares will also qualify as B.C. flow-through mining expenditures as such term is defined in Section 4.721(1) of the Income Tax Act (British Columbia). Qualifying expenditures in an aggregate amount not less than the gross proceeds from the issue of the charity flow-through shares will be incurred (or deemed to be incurred) by the company on or before Dec. 31, 2027, and will be renounced by the company in favour of the subscribers for the charity flow-through shares effective on or before Nov. 30, 2026, and Dec. 31, 2026, as applicable. The gross proceeds of the offering from the issuance of common shares will be used for working capital and general corporate purposes, including work related to the technical studies currently under way at Lawyers-Ranch.

On closing of the offering, Thesis and AngloGold Ashanti entered into an amended and restated investor rights agreement, superseding the current investor rights agreement dated Feb. 26, 2026, which provides AngloGold Ashanti with certain additional investor rights customary for a strategic investment of this nature upon satisfaction of certain conditions.

No finders' fees or commissions were paid in connection with the offering. All common shares issued pursuant to the offering are subject to a statutory hold period expiring four months and one day from closing in accordance with applicable Canadian securities legislation.

About Thesis Gold & Silver Inc.

Thesis is a Canadian precious metals development company focused on advancing its 100-per-cent-owned Lawyers-Ranch gold-silver project in British Columbia's prolific Toodoggone mining district, one of North America's most prospective emerging precious metals districts. Lawyers-Ranch hosts a large, high-quality gold equivalent mineral resource with meaningful exposure to silver, which represents a significant component of the project and long-term value proposition.

Thesis is advancing Lawyers-Ranch through feasibility, permitting and continued exploration, with the objective of unlocking long-term value for shareholders and stakeholders.

We seek Safe Harbor.