Thesis Gold Announces Upsize of Bought Deal Private Placement to C$24 Million

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VANCOUVER, British Columbia, June 12, 2025 (GLOBE NEWSWIRE) -- Thesis Gold (“Thesis” or the “Company”) (TSXV: TAU | WKN: A3EP87 | OTCQX: THSGF) is pleased to announce that due to investor demand, the Company has increased the size of its previously announced underwritten offering (the “Offering”) from C$20 million to C$24 million. Scotia Capital Inc. (“Scotiabank”) is acting as sole bookrunner, together with Clarus Securities Inc. (“Clarus”) acting as co-lead underwriter, on behalf of a syndicate of underwriters (collectively, with Scotiabank and Clarus, the “Underwriters”) in connection with the Offering.

The Offering will consist of (i) 5,770,000 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 “BC CEE Flow-Through Shares”) at a price of C$1.56 per BC CEE Flow-Through Share for aggregate gross proceeds of C$9,001,200; (ii) 8,660,000 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 C$1.445 per National CEE Flow-Through Share for aggregate gross proceeds of C$12,513,700 and (iii) 1,930,000 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 C$1.30 per Traditional Flow-Through Share for aggregate gross proceeds of C$2,509,000 (the BC CEE Flow-Through Shares, the National CEE Flow-Through Shares and the Traditional Flow-Through Shares are, collectively referred to as the “Flow-Through Shares”). 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% of the Offering, in any combination of the Flow-Through Shares, at the respective offering prices, to cover over-allotments, if any, and for market stabilization purposes.