Thesis closes placement with AngloGold, Centerra

Executive Summary

• Thesis Gold & Silver Inc. has closed a strategic private placement raising a total of C$44.4 million, primarily driven by a significant investment from AngloGold Ashanti PLC.
• AngloGold Ashanti acquired approximately 13.86 million shares at $2.79 per share, securing a strategic stake and specific investor rights, including financing and technical committee participation rights.
• Existing shareholder Centerra Gold Inc. exercised its pro rata participation rights to maintain its ownership percentage, acquiring additional shares at the same price.

Key Details

• Total Gross Proceeds: C$44,412,931 (C$38,666,284 from AngloGold Ashanti + C$5,746,647 from Centerra Gold).
• AngloGold Ashanti Investment:
  • Acquired 13,858,883 common shares.
  • Price: $2.79 per share.
  • Gross Proceeds: $38,666,284.
  • Purpose: Working capital and general corporate purposes, including technical studies at the Lawyers-Ranch gold-silver project.
• Centerra Gold Participation:
  • Acquired 2,059,730 common shares.
  • Price: $2.79 per share.
  • Gross Proceeds: $5,746,647.
  • Resulting Ownership: 9.9% of outstanding common shares.
• Investor Rights Agreement:
  • Entered into with AngloGold Ashanti on Feb. 26, 2026.
  • Grants AngloGold Ashanti financing and participation rights to maintain shareholding interest.
  • Includes technical committee appointment rights and other customary investor rights.
• Transaction Terms:
  • No finders' fees or commissions were paid.
  • All shares are subject to a statutory hold period of four months and one day from closing under Canadian securities legislation.
• Project Context: Proceeds support work on the Lawyers-Ranch gold-silver project in British Columbia's Toodoggone mining district.

Notable Quotes

• No direct quotes from management were included in the provided text.