Thesis Gold Inc. (TSXV: TAU) is excited to announce that it has entered into a subscription agreement with AngloGold Ashanti Plc ("AngloGold Ashanti") under which the latter will acquire 5% of the issued and outstanding common shares of the Company.
Dr. Ewan Webster, President & CEO of Thesis, expressed his enthusiasm: "We are very pleased to welcome AngloGold Ashanti as a strategic investor in Thesis. Their investment is a strong validation of the quality and scale of the Lawyers-Ranch Project and the disciplined work our team has completed to date. AngloGold Ashanti's global operating experience, technical depth, and long-term approach to building high-quality mining districts create meaningful opportunities for collaboration as we continue to advance, de-risk, and unlock the full potential of the project."
As part of the Subscription, AngloGold Ashanti has agreed to purchase 13,858,883 Common Shares at a price of $2.79 per Common Share, generating gross proceeds of $38,666,284. This price reflects the volume-weighted average price of the Common Shares traded on the TSX Venture Exchange ("TSXV") on February 18, 2026.
In conjunction with the closing of the Subscription, Thesis and AngloGold Ashanti will enter into an investor rights agreement. This agreement will grant AngloGold Ashanti certain financing and participation rights, ensuring they can maintain their shareholding interest in the Company, along with technical committee appointment rights and other customary investor rights.
Additionally, Centerra Gold Inc. ("Centerra") has certain investor rights per an agreement dated April 28, 2025. Centerra intends to exercise its right to participate in this private placement, acquiring 2,059,730 Common Shares at the same price of $2.79 per share for gross proceeds of $5,746,647, resulting in their ownership increasing to 9.9% of the outstanding Common Shares at closing.
The proceeds from both the Subscription and Centerra's participation will be allocated towards working capital and general corporate purposes, including ongoing technical studies at the Lawyers-Ranch gold-silver Project. The anticipated closing date for both subscriptions is on or around February 26, 2026, pending the satisfaction of customary closing conditions.
In total, the gross proceeds from the issuance of Common Shares to AngloGold Ashanti and Centerra will approach $44,412,931, all figures being reported in CAD unless stated otherwise.
All issued Common Shares will be subject to a statutory hold period of four months and one day from the closing date in accordance with Canadian securities legislation. The closing of both subscriptions is contingent on certain conditions, including approval from the TSXV, with no commissions or finders fees applicable.
Thesis Gold Inc. is a precious metals development company focused on maximizing the potential of its 100%-owned Lawyers-Ranch Gold/Silver Project in British Columbia's Toodoggone Mining District. The recently published Prefeasibility Study indicates strong project economics, featuring a 54.4% after-tax IRR and an after-tax NPV5% of C$2.37 billion, demonstrating the project's significant value-creation potential. The Company has initiated the Environmental Assessment Process and plans to commence a Feasibility Study in 2026 to further advance and de-risk the Project.
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