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TAU - Thesis Gold Inc News Story

C$2.35 0.1  5.9%

Last Trade - 28/01/22

Sector
Basic Materials
Size
Small Cap
Market Cap £58.4m
Enterprise Value £46.7m
Revenue £n/a
Position in Universe 826th / 2715

Thesis Gold Announces Fully Subscribed Overnight Marketed $16 Million Public Offering

Thu 10th June, 2021 5:19pm
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NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, June 10, 2021 (GLOBE NEWSWIRE) -- Thesis Gold
Inc. (TSXV: TAU) (WKN: A2QQ0Y) ("Thesis" or the "Company") is pleased to
announce today that its previously-announced overnight marketed offering (the
“Offering”) of up to $16,000,000 is fully subscribed for total gross
proceeds of $18,400,000, including the 15% agents’ option (the “Agents’
Option”) in respect of the Offering.

The Offering will be for gross proceeds of $10,000,000 for common shares of
the Company (the “Non-Flow Through Shares”) at a price of $1.50 per
Non-Flow Through Share for the issuance of up to 6,666,666 Non-Flow Through
Shares and gross proceeds of $6,000,000 for common shares of the Company which
qualify as “flow-through shares” pursuant to the Income Tax Act (Canada)
(the “Flow-Through Shares”) at a price of $1.75 per Flow-Through Share for
the issuance of up to 3,428,571 Flow-Through Shares, for combined aggregate
gross proceeds of $16,000,000. The Flow-Through Shares and the
Non-Flow-Through Shares are together, the "Offered Shares".

The Offering is being conducted through a syndicate of agents led by Clarus
Securities Inc., and including Cormark Securities Inc., and P.I. Financial
Corp (the "Agents"). There can be no assurance as to whether or when the
Offering may be completed, or as to the actual size or terms of the Offering.

The Company expects to: (i) pay the Agents a cash commission (the "Agents'
Fee") representing 6% of the gross proceeds raised under the Offering,
including any gross proceeds raised upon the exercise of the Over-Allotment
Option; and (ii) issue to the Agents non-transferable broker warrants (each, a
"Broker Warrant") entitling the Agents to acquire that number of
Non-Flow-Through Shares equal to 6% of the total number of Offered Shares sold
pursuant to the Offering (including the Agent’s Option). Each Broker Warrant
will entitle the holder to acquire one Non-Flow-Through Shares at any time for
a period of 18 months from the closing date of the Offering at an exercise
price equal to the Non-Flow-Through Shares offering price.

The Offering is expected to close on or about June 29, 2021, or such other
date as the Company and the Agents may agree. Closing of the Offering is
subject to customary closing conditions, including the receipt of all
necessary regulatory approvals, such as the approval of applicable securities
regulatory authorities and the TSX Venture Exchange.

The Company intends to use the net proceeds of the Offering to fund
expenditures at the Company's Ranch Gold exploration project in British
Columbia and for general working capital purposes.

The Flow-Through Shares and Non-Flow-Through Shares to be issued under the
Offering will be offered by way of a short form prospectus filed in each of
British Columbia, Alberta, Ontario, and may be offered in the United States on
a private placement basis pursuant to an exemption from the registration
requirements of the United States Securities Act of 1933, as amended (the
"U.S. Securities Act"), and applicable state securities laws, and by private
placement to eligible purchasers resident in jurisdictions other than Canada
and the United States.

Copies of the Prospectus may be obtained under the Company's profile on SEDAR
at www.sedar.com and from Clarus Securities Inc., 130 King Street West, Suite
3640, Toronto, ON M5X 1A9. The Prospectus contains important detailed
information about the Company and the proposed Offering. Prospective investors
should read the Prospectus and the other documents the Company has filed on
SEDAR at www.sedar.com before making an investment decision.

No securities regulatory authority has either approved or disapproved of the
contents of this news release. The Offered Shares have not been and will not
be registered under the U.S. Securities Act or any state securities laws.
Accordingly, the Offered Shares may not be offered or sold within the United
States unless registered under the U.S. Securities Act and applicable state
securities laws or pursuant to exemptions from the registration requirements
of the U.S. Securities Act and applicable state securities laws. This news
release does not constitute an offer to sell or a solicitation of an offer to
buy any securities of the Company in any jurisdiction in which such offer,
solicitation or sale would be unlawful.

About Thesis Gold

Thesis Gold is a Vancouver based mineral exploration company focused on
proving and developing the resource potential of the 178km2 Ranch Gold Project
located in the "Golden Horseshoe" area of northern British Columbia,
approximately 300 km north of Smithers, B.C.

Further details are available on the Company's website at:
https://www.thesisgold.com/

On behalf of the Board of Directors
Thesis Gold Inc.

"Ewan Webster"

Ewan Webster Ph.D., P.Geo. 
President, CEO and Director

For further information or investor relations inquiries, please contact:

Dave Burwell
Vice President
The Howard Group Inc.
Email: dave@howardgroupinc.com
Tel: 403-410-7907
Toll Free: 1-888-221-0915

Nick Stajduhar
Director
Thesis Gold
Telephone: 780-701-3216
Email: nicks@thesisgold.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accept
responsibility for the adequacy or accuracy of this press release.

Cautionary Statement Regarding Forward-Looking Information

This press release contains "forward-looking information" within the meaning
of applicable Canadian securities legislation. Forward-looking information
includes, without limitation, statements regarding the use of proceeds from
the Company's recently completed financings, and the future plans or prospects
of the Company. Generally, forward-looking information can be identified by
the use of forward-looking terminology such as "plans", "expects" or "does not
expect", "is expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or state that certain actions, events or
results "may", "could", "would", "might" or "will be taken", "occur" or "be
achieved". Forward-looking statements are necessarily based upon a number of
assumptions that, while considered reasonable by management, are inherently
subject to business, market and economic risks, uncertainties and
contingencies that may cause actual results, performance or achievements to be
materially different from those expressed or implied by forward-looking
statements. Although the Company has attempted to identify important factors
that could cause actual results to differ materially from those contained in
forward-looking information, there may be other factors that cause results not
to be as anticipated, estimated or intended. There can be no assurance that
such information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward-looking
information. Other factors which could materially affect such forward-looking
information are described in the risk factors in the Company's most recent
annual management's discussion and analysis which is available on the
Company's profile on SEDAR at www.sedar.com. The Company does not undertake to
update any forward-looking information, except in accordance with applicable
securities laws.

Not for distribution to United States newswire services or for dissemination
in the United States

(https://www.globenewswire.com/NewsRoom/AttachmentNg/ce1f06d7-cad1-4ecf-9399-a1b6ed4da1a5)



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