Thesis Gold Inc.

Thesis Gold Inc. is a junior gold and silver development company headquartered in Vancouver, Canada, operating primarily in Canada. The company's portfolio consists of 1 development project. Key assets include Lawyers-Ranch. The organization operates as a junior resource company with a business model centered on the identification, evaluation, and exploration of mineral properties. Its operational approach is characterized by a systematic progression through key development milestones, including resource estimation and detailed economic assessments. A core competency is the use of integrated datasets, combining surficial geochemistry, geophysical surveys, and structural models to identify and test previously undrilled, blind targets. The company's development plan envisions a combination of open-pit and underground mining methods to optimize resource extraction. Processing capabilities outlined in technical studies include an optimized flowsheet utilizing both flotation and leaching circuits to produce precious metal concentrate and doré bullion on-site. Preliminary metallurgical work indicates the potential for high recoveries for principal metals. The business model leverages the consolidation of assets to enhance project economics and create a more substantial development opportunity. The company maintains a strong financial position with no debt, providing flexibility to advance its primary project. This disciplined, technically driven approach aims to de-risk assets and demonstrate significant underlying value through methodical exploration and engineering.

Strategic priorities are centered on the systematic de-risking and advancement of the company's principal asset. The near-term focus involves progressing from a Preliminary Economic Assessment to a more detailed Prefeasibility Study, which will integrate results from the latest field season and inform future construction decisions. This staged approach is designed to provide greater clarity on economic potential and strategically position the entity for a subsequent Feasibility Study and an Environmental Assessment application. Resource base expansion is a key objective, pursued through drilling programs targeting strategic areas for resource infill and upgrading, alongside testing new exploration targets identified through advanced modeling. The 2024 field season included drilling dedicated to engineering and environmental baseline studies, demonstrating a forward-looking approach to permitting. Capital allocation is directed towards funding these critical exploration and development activities, with proceeds from recent financings earmarked for advancing metallurgical studies, resource upgrading, exploration drilling, and the completion of technical reports. The overarching strategy is to unlock and define district-wide potential through continued exploration and methodical engineering, thereby creating a robust foundation for future development.

Executive leadership was recently strengthened with the appointment of a Chief Geologist and a Vice President of Investor Relations. The new Chief Geologist is an economic geologist with over 15 years of global experience specializing in porphyry-epithermal systems and holds a Ph.D. in Economic Geology from the University of Tasmania’s Centre of Excellence in Ore Deposits. The new Vice President of Investor Relations brings over 15 years of expertise in corporate communications within the mining industry and holds a Certified Professional Investor Relations designation from the Canadian Investor Relations Institute. This demonstrates a focus on securing specialized technical and capital markets expertise. Management practices emphasize project continuity, as evidenced by the retention of the former Chief Operating Officer as a consultant to oversee the completion of a key economic study following his resignation. Governance oversight is provided by a Board of Directors, which approves disclosures through the recommendation of its Audit Committee. The technical team's approach is characterized by the integration of multiple datasets to build and refine exploration models, reflecting a culture of data-driven decision-making.

The company has initiated activities aligned with the early stages of an Environmental Assessment process, underscoring a proactive approach to permitting and regulatory compliance. A key initiative involves comprehensive data acquisition to establish a project-wide environmental baseline. This program, conducted by biologists and hydrogeologists, is designed to characterize the aquatic, terrestrial, geochemical, and meteorological components of the project area, forming an essential foundation for future environmental studies and permitting applications. The organization has also demonstrated a heightened focus on social performance, with a significant increase in expenditures related to community relations and engagement activities. This reflects a strategic priority to build and maintain strong relationships with local stakeholders. Governance is supported by adherence to public disclosure and reporting standards, including the preparation of technical reports in accordance with National Instrument 43-101 and financial statements under IFRS, with oversight from an Audit Committee and the Board of Directors. The inclusion of closure costs in economic modeling further indicates a commitment to responsible life-of-mine planning.

The corporate structure was significantly altered through a major transaction completed on August 23, 2023. The company executed an arrangement agreement to acquire 100% of the issued and outstanding common shares of Thesis Gold (Holdings) Inc. This acquisition was completed by way of a court-approved plan of arrangement. Under the terms of the transaction, shareholders of the acquired entity, Thesis Gold (Holdings) Inc., received 2.5584 common shares of the company for each share they held. Immediately following the completion of this arrangement, the company consolidated its own issued and outstanding common shares. The basis for this consolidation was 1 post-consolidation common share for every 2.6 pre-consolidation shares. This strategic transaction and subsequent consolidation streamlined the corporate structure and unified the ownership of the combined entities' assets under a single publicly traded vehicle. The source document does not provide details on any other material joint ventures, operational subsidiaries, or significant shareholders.