On October 10, 2023, Thesis Gold Inc. closed the transaction. The company issued 6,818,500 flow-through common shares at a price of CAD 0.93 per FT Share for the gross proceeds of CAD 6,341,205 in second and final tranche. Pursuant to an agency agreement among the Company and a syndicate of agents led by Clarus Securities Inc. and including PI Financial Corp.

and Cormark Securities Inc. under the two tranches of the Offering (i) paid the Agents an aggregate cash commission of CAD 669,774,.90 representing 6% of the gross proceeds raised under the Offering; and (ii)issued to the Agents 665,130 broker warrants each entitling the holder to acquire one non-flow-through common share of the Company at a price of CAD 1.13 per share at any time for a period of 24 months from the closing date of each tranche of the Offering. All securities issued pursuant to this Offering are subject to a restricted hold period of four months and a day, under applicable Canadian securities legislation. The TSX Venture Exchange has accepted for filing documentation with respect to a brokered private placement announced on September 7, 2023.

The transaction included participation from 11 placees.