Thesis Gold Arranges $24.5-Million Private Placement


Thesis Gold Inc. has entered into an agreement with Clarus Securities Inc. as lead agent and sole bookrunner, on behalf of a syndicate of agents, in connection with a marketed best efforts private placement of up to approximately $24.5-million.


The offering will consist of (i) up to 7,407,450 premium flow-through (FT) shares at a price of $2.70 per premium FT share for gross proceeds of up to $20,000,115; and (ii) up to 1,875,000 flow-through shares at a price of $2.40 per FT share for gross proceeds of up to $4-million. 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 (TSX-V) 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) 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 Dec. 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 Feb. 10, 2022, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals of the TSX-V. 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 Ranch gold project located in the Golden Horseshoe area of Northern British Columbia, approximately 300 kilometres north of Smithers, B.C.