Thesis Gold Inc. announced a private placement of up to 8,849,500 premium flow-through common shares at a price of CAD 1.13 per Premium FT Share for gross proceeds of up to CAD 9,999,935; up to 5,555,600 flow-through common shares at a price of CAD 0.90 per FT Share for gross proceeds of up to CAD 5,000,040; and up to 6,666,600 non flow-through common shares at a price of CAD 0.75 per Common Share for gross proceeds of up to CAD 4,999,950 for the total gross proceeds of CAD 19,999,925 on June 10, 2024. The Offering is scheduled to close on or before June 25, 2024, and is subject to certain conditions. In consideration of the services rendered by the Agents in connection with the Offering, the Company has agreed to pay to the Agents upon closing of the Offering a cash commission equal to 6% of the gross proceeds from the Offering that it, CAD 1,199,995.5. 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 Offering is subject to approval by the TSX Venture Exchange.