Thesis Gold to receive 5% investment from AngloGold

Executive Summary

• Thesis Gold Inc. announced a strategic private placement raising approximately C$44.4 million in gross proceeds, led by AngloGold Ashanti PLC acquiring a 5% stake and Centerra Gold Inc. participating to maintain its pro rata ownership.
• AngloGold Ashanti is acquiring 13,858,883 common shares at C$2.79 per share, while Centerra Gold is subscribing for 2,059,730 common shares at the same price, bringing Centerra’s total ownership to 9.9%.
• The proceeds will be used for working capital and general corporate purposes, specifically to fund technical studies at the Lawyers-Ranch gold-silver project in British Columbia.

Key Details

• Total Gross Proceeds: Approximately C$44,412,931.
• AngloGold Ashanti Investment:
  • Acquired 13,858,883 common shares.
  • Price: C$2.79 per share.
  • Gross Proceeds: C$38,666,284.
  • Resulting Ownership: 5% of issued and outstanding common shares.
  • Terms: Entered into an investor rights agreement granting financing/participation rights to maintain shareholding, technical committee appointment rights, and other customary investor rights.
• Centerra Gold Participation:
  • Subscribed for 2,059,730 common shares.
  • Price: C$2.79 per share.
  • Gross Proceeds: C$5,746,647.
  • Resulting Ownership: 9.9% of outstanding common shares at closing.
  • Basis: Exercising existing investor rights under an agreement dated April 28, 2025.
• Transaction Terms:
  • Issue Price: C$2.79 per share, representing the Volume-Weighted Average Price (VWAP) on the TSX Venture Exchange on Feb. 18, 2026.
  • Closing Date: Anticipated on or around Feb. 26, 2026, subject to customary conditions including TSX-V approval.
  • Hold Period: All shares subject to a statutory hold period of four months and one day from closing.
  • Fees: No commissions or finders' fees will be paid.
• Use of Proceeds: Working capital and general corporate purposes, including work related to technical studies at the Lawyers-Ranch project.
• Project Context (Lawyers-Ranch):
  • Location: British Columbia's Toodoggone mining district.
  • Recent Milestone: Prefeasibility study published showing a 54.4% after-tax IRR and $2.37 billion after-tax NPV (at $2,900/oz Au and $35/oz Ag).
  • Future Plans: Environmental assessment process commenced; feasibility study planned for 2026.

Notable Quotes

• Dr. Ewan Webster, President and CEO: "We are very pleased to welcome AngloGold Ashanti as a strategic investor in Thesis. Their investment is a strong validation of the quality and scale of the Lawyers-Ranch project and the disciplined work our team has completed to date. AngloGold Ashanti's global operating experience, technical depth and long-term approach to building high-quality mining districts create meaningful opportunities for collaboration as we continue to advance, derisk and unlock the full potential of the project."