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.

About Thesis Gold Inc.

Thesis Gold is a mineral exploration company focused on proving and developing the resource potential of the 17,832-hectare RanchGold Project located in the "Golden Horseshoe" area of northern British Columbia, approximately 300 km north of Smithers, B.C. For further details about the RanchGold Project and the 2021 drill program, please the videos on the project - https://howardgroupinc.com/thesisgoldvideos/

Thesis trades on the TSX.V under the symbol “TAU”.

For Additional Information Please Contact:

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this press release.

Cautionary Statement Regarding Forward-Looking Information

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the use of proceeds from the Company's recently completed financings, and the future plans or prospects of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable by management, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Other factors which could materially affect such forward-looking information are described in the risk factors in the Company's most recent annual management's discussion and analysis which is available on the Company's profile on SEDAR at www.sedar.com. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.