Not for distribution to U.S. news wire services or dissemination in the United States VANCOUVER, British Columbia, June 10, 2024 (GLOBE NEWSWIRE) -- Thesis Gold Inc. ("Thesis" or the "Company") (TSXV:TAU, WKN: A3EP87, OTCQX:THSGF) is pleased to announce that the Company has entered into an agreement with Clarus Securities Inc. as lead agent (the "Lead Agent") and bookrunner (the "Bookrunner"), on behalf of a syndicate of agents (collectively, the "Agents"), in connection with a marketed best-efforts equity private placement of up to approximately C$20 million (the "Offering"). Dr. Ewan Webster, President and CEO, commented, "This financing is a pivotal step in advancing our strategic objectives. This funding will enable us to accelerate critical path items, optimize our exploration and development activities, and ultimately enhance the value of our Lawyers-Ranch Project. By securing these additional resources, we are better positioned to achieve our ambitious goals and deliver substantial value to our shareholders." The Offering will consist of (i) up to 8,849,500 premium flow-through common shares (the "Premium FT Shares") at a price of $1.13 per Premium FT Share for gross proceeds of up to $9,999,935; (ii) up to 5,555,600 flow-through common shares (the "FT Shares") at a price of $0.90 per FT Share for gross proceeds of up to $5,000,040; and (iii) up to 6,666,600 non flow-through common shares (the "Common Shares") at a price of $0.75 per Common Share for gross proceeds of up to $4,999,950. 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 Company does not expect that the Offering will result in the creation of any new control person of the Company. The Offering is subject to approval by the TSX Venture Exchange. 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 (the "Closing") a cash commission equal to 6% of the gross proceeds from the Offering (the "Agents' Commission"). In addition, the Company agreed to issue to the Agents on Closing, non-transferable compensation options (the "Compensation Options") to acquire a number of common shares of the Company which is equal to 6% of ...