Vancouver, British Columbia–(Newsfile Corp. – December 17, 2024) – Thesis Gold Inc. (TSXV: TAU) (FSE: A3EP87) (OTCQX: THSGF) (“Thesis” or the “Company“) is pleased to announce that today the Company has closed its brokered private placement offering. Clarus Securities Inc. (“Clarus“) and Cormark Securities Inc. (together with Clarus, the “Co-Lead Agents“) acted as Co-Lead Agents, on behalf of a syndicate of agents including BMO Nesbitt Burns Inc., H&P Advisors Ltd., Canaccord Genuity Corp., Raymond James Ltd., and Ventum Financial Corp. (together with the Co-Lead Agents, the “Agents“), for an equity private placement raising gross proceeds of approximately $10 million (the “Offering“).
Under the Offering, the Company issued 16,666,667 common shares (the “Common Shares“) at a price of $0.60 per Common Share, for total aggregate gross proceeds of $10,000,000.20. All securities issued under the Offering are subject to a four-month hold period in accordance with the policies of the TSX Venture Exchange (the “TSXV“) and applicable securities laws. The Offering did not result in the creation of any new “control person” (as defined under applicable securities laws) of the Company. The securities issued under the Offering were issued pursuant to certain private placement exemptions under applicable securities laws. The private placement Offering is subject to the final acceptance by the TSXV.
Certain insiders of the Company participated in the Offering, which constitutes a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities issued to related parties nor the consideration for such securities exceeds 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before closing the Offering as matters relating to the related parties’ participation in the Private Placement were not settled until within such 21-day period and the Company wished to close the Private Placement on an expedited basis for sound business reasons.
In consideration of the services rendered by the Agents in connection with the Offering, the Company paid the Agents upon closing of the Offering (the “Closing“) a cash commission of $600,000.01 equal to 6% of the gross proceeds from the Offering. In addition, the Company also issued to the Agents on Closing, 1,000,000 non-transferable compensation options to acquire a number of Common Shares equal to 6% of the aggregate number of Common Shares sold under the Offering, having an exercise price of $0.60 per Common Share for 18 months following Closing.
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. Over the next 12 months, Thesis is dedicated to advancing the Project through critical development milestones, including the initiation of a Pre-Feasibility Study (PFS) and progressing permitting and environmental work. The Company will also continue to evaluate multiple high-potential exploration targets across the district, aiming to build on the substantial resource growth potential identified in the PEA. Through these strategic moves, Thesis Gold intends to elevate the Ranch-Lawyers Project to the forefront of global precious metals ventures.
