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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 Completes $18.4 Million Over-Subscribed Financing

Tue 29th June, 2021 2:02pm
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DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, June 29, 2021 (GLOBE NEWSWIRE) -- Thesis Gold
Inc. (TSXV: TAU) (WKN: A2QQ0Y) ("Thesis" or the "Company") is pleased to
announce today that it has completed its previously announced overnight
marketed offering (the “Offering”) which was over-subscribed for total
gross proceeds of $18,400,000, which includes the exercise of the Agents’
Option (as defined below).

“We are very proud to close this significant, over-subscribed financing and
we are grateful for the support of both new and existing investors, including
major institutional support” stated Ewan Webster, Chief Executive Officer of
Thesis.  “These funds will enable us to accelerate our exploration plans at
our Ranch Gold Project, where we are about to begin an extensive 20,000 metre
multi-phase drill program. We expect that 2021 will be a transformational year
for Thesis, aided significantly by having secured this financial backing to
deliver on our plans well into 2022."

As described in a previous news release dated June 10, 2021 announcing the
Offering, the Offering was 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 Company granted the Agents an option (the "Agents’ Option") to offer for
sale up to an additional 15% of the Offering on the same terms, exercisable in
whole or in part at any time up to 30 days following the closing of the
Offering. The Agents exercised the Agents’ Option in full on the date
hereof.

The Offering was made pursuant to an agency agreement dated June 24, 2021 (the
"Agency Agreement") among the Company and a syndicate of agents led by Clarus
Securities Inc., and including Cormark Securities Inc. and P.I. Financial Corp
(the "Agents").



Pursuant to the Agency Agreement, the Company (i) paid 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 Agents Option; and (ii) issued 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 Agents Option). Each
Broker Warrant will entitle the holder to acquire one Non-Flow-Through Shares
at a price of $1.50 per share 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 Flow-Through Shares and Non-Flow-Through Shares were issued under the
Offering pursuant to a short form prospectus (the "Prospectus") dated June 24,
2021 filed in each of British Columbia, Alberta, Ontario, and on a private
placement basis in the United States 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.

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.



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 the
Offering 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



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GlobeNewswire, Inc. 2021
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