/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED
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VANCOUVER, BC, April 28,
2025 /CNW/ - Thesis Gold Inc. (TSXV: TAU) (WKN:
A3EP87) (OTCQX: THSGF) ("Thesis" or the "Company") is
pleased to announce that the Company has completed its private
placement of common shares in the capital of the Company
("Common Shares"), as previously announced on April 22, 2025, through the issuance of 9.9% of
the Company's issued and outstanding Common Shares to Centerra Gold
Inc. ("Centerra").
Centerra has acquired, 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 proceeds from the private
placement will be used for working capital and general corporate
purposes, including work related to the technical studies currently
underway at the Company's Lawyers-Ranch Project.
In connection with the private placement, Thesis and Centerra
have entered into an investor rights agreement dated April 28, 2025 (the "Investor Rights
Agreement"), whereby, subject to conditions, including time and
ownership thresholds, the Company has granted 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. A copy of the Investor Rights Agreement will be made
available under the Company's SEDAR+ profile on
www.sedarplus.ca.
No finder's fees or commissions were paid in connection with the
private placement. All Common Shares issued pursuant to the private
placement are subject to a statutory hold period expiring on
August 29, 2025, 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 sale of the
Common Shares to Centerra. 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 final approval from the TSX Venture
Exchange, 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.
