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Thesis Gold Announces $24.5 Million Private Placement Financing

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, Jan. 21, 2022 (GLOBE NEWSWIRE) -- Thesis Gold Inc. (TSX-V: TAU) (“Thesis” or the “Company”) is pleased to announce that the Company has entered into an agreement with Clarus Securities Inc. as lead agent (the “Lead Agent”) and sole bookrunner (the “Bookrunner”), on behalf of a syndicate of agents (collectively, the “Agents”), in connection with a marketed best efforts private placement of up to approximately C$24.5 million (the “Offering”).

The Offering will consist of (i) up to 7,407,450 Premium Flow-through Shares (the “Premium FT Shares”) at a price of C$2.70 per Premium FT Share for gross proceeds of up to C$20,000,115; and (ii) up to 1,875,000 Flow-through Shares (the “FT Shares”) at a price of $2.40 per FT Share for gross proceeds of up to $4,500,000. The Premium FT Shares and FT Shares 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 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) (the "Qualifying Expenditures") 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 December 31, 2022. 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 February 10, 2022, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals of the TSX Venture Exchange. The securities to be issued under this Offering will be offered by way of private placement exemptions in all the provinces of Canada. The Units to be issued under this Offering will also be offered offshore, including in the United Kingdom pursuant to applicable exemptions and in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended.

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Thesis Gold Announces $24.5 Million Private Placement Financing NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES VANCOUVER, British Columbia, Jan. 21, 2022 (GLOBE NEWSWIRE) - Thesis Gold Inc. (TSX-V: TAU) (“Thesis” or the “Company”) is pleased to announce that the Company …

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