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VANCOUVER, BC, April 22,
2025 /CNW/ - Thesis Gold Inc. (TSXV: TAU) (WKN:
A3EP87) (OTCQX: THSGF) ("Thesis" or the "Company") is
pleased to announce the Company and Centerra Gold Inc.
("Centerra") have entered into a subscription agreement (the
"Subscription") whereby Centerra will acquire 9.9% of the
issued and outstanding common shares of the Company ("Common
Shares").
Dr. Ewan Webster, President and
CEO, shared, "We are excited to welcome Centerra as a strategic
investor in Thesis. Centerra's interest is a strong endorsement of
the extraordinary potential of the Lawyers-Ranch Project and the
work our team has accomplished to date. Their deep technical
expertise, operational experience, and regional presence through
the Kemess asset present a clear opportunity for collaboration and
unlocking district-scale synergies. We look forward to working
alongside Centerra as we continue to advance and de-risk this
emerging gold camp."
President and CEO of Centerra, Paul
Tomory, commented, "We are pleased to support Thesis with
this strategic investment. Thesis' recent Preliminary Economic
Assessment, resource update, and drill results are very encouraging
and demonstrate the potential of this highly prospective district.
Given the proximity of our Kemess asset to the Lawyers-Ranch
Project, we see the potential for substantial synergies, including
the ability to leverage existing infrastructure to unlock regional
potential. We look forward to seeing the results of their work and
the potential the project holds for future resource growth."
Pursuant to the Subscription, Centerra has agreed to purchase,
by way of private placement, 23,460,160 Common Shares at a price of
$1.03 per Common Share for gross
proceeds of $24,163,965. The issue
price represents a 10% premium to the 5-day volume weighted average
price of the Common Shares as traded on the TSX Venture Exchange
(the "TSXV") immediately prior to executing the subscription
agreement. The proceeds from the Subscription will be used for
working capital and general corporate purposes, including work
related to the technical studies currently underway at the
Lawyers-Ranch Project. The Company anticipates the Subscription
will close on or around April 28,
2025. Closing of the Subscription is subject to certain
conditions including, but not limited to, receipt of approval of
the TSXV.
In connection with the Subscription, Thesis and Centerra intend
to enter into an investor rights agreement, whereby, subject to
certain conditions, including time and ownership thresholds, the
Company will grant Centerra certain financing and other
participation rights to enable Centerra to maintain its
shareholding interest in the Company, a board nomination right in
the event that Centerra acquires 19.9% of the Company's issued and
outstanding Common Shares and technical committee appointment
rights among other customary investor rights included in the
investor rights agreement.
Following the completion of a Preliminary Economic Assessment in
2024, Thesis is focused on advancing the project in 2025 through a
Pre-Feasibility Study, completing key baseline work to initiate the
Environmental Assessment process, and executing a significant
summer exploration program. While advancing Lawyers-Ranch remains
the focus, the proximity to Centerra's Kemess asset (Figure 1)
presents longer-term opportunities for collaboration that could
enhance efficiencies and support future development across the
Toodoggone district.
All Common Shares issued pursuant to the Subscription will be
subject to a statutory hold period of four months and one day from
the date of closing, in accordance with applicable Canadian
securities legislation.
On behalf of the Board of Directors
Thesis Gold Inc.
"Ewan Webster"
Ewan Webster Ph.D., P.Geo.
President, CEO, and Director
About Thesis Gold Inc.
Thesis Gold Inc. is a resource development company focused on
unlocking the potential of its 100% owned Lawyers- Ranch Project,
located in British Columbia's
prolific Toodoggone Mining District. The recently completed
Preliminary Economic Assessment (PEA) highlights robust project
economics, including a 35.2% after-tax IRR and an after-tax
NPV5% of C$1.28 billion,
demonstrating the potential for significant value creation. The
Company's 2025 roadmap includes a robust exploration and drill
program, delivery of a Pre-Feasibility Study on the combined
Lawyers-Ranch Project, and commencement of the Environmental Impact
Assessment Process. Through these strategic moves, Thesis Gold
intends to elevate the Lawyers-Ranch Project to the forefront of
global precious metals ventures.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this 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 Subscription,
intended closing date of the Subscription, and the execution of the
investor rights agreement and the terms with respect thereto.
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 risks respecting failure to obtain TSXV approval,
dilution respecting additional investment in the Company, that the
use of proceeds may not be expended as anticipated by the Company
and other risks described in the Company's filings, including in
the risk factors in the Company's most recent annual management's
discussion and analysis, which are available on the Company's
profile on SEDAR+ at www.sedarplus.ca. The Company does not
undertake to update any forward-looking information, except in
accordance with applicable securities laws.
SOURCE Thesis Gold Inc.
