Thesis Gold Announces Strategic Investment by AngloGold Ashanti and Participation by Centerra Gold for C$44M
Thesis Gold Inc.
1075 West Georgia
, Suite
1050
Vancouver, BC
Canada,
V6E 3C9
Thesis Gold Announces Strategic Investment by AngloGold Ashanti
and Participation by Centerra Gold for C$44M
Vancouver, British Columbia -- (February 19, 2026) – Thesis Gold Inc. ("Thesis" or the " Company")
(TSXV: TAU | WKN: A3EP87 | OTCQX: THSGF) is pleased to announce the Company and AngloGold
Ashanti Plc (“AngloGold Ashanti”) have entered into a subscription agreement (the “ Subscription”)
whereby AngloGold Ashanti will acquire 5% of the issued and outstanding common shares of the Company
(“Common Shares”).
Dr. Ewan Webster, President & CEO commented, “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.”
Pursuant to the Subscription, Anglo Gold Ashanti has agreed to purchase, by way of private placement,
13,858,883 Common Shares at a price of $2.79 per Common Share for gross proceeds of $38,666,284. The
issue price represents the volume weighted average price of the Common Shares as traded on the TSX
Venture Exchange (the “TSXV”) on February 18, 2026.
In connection with closing of the Subscription, Thesis and AngloGold Ashanti will enter into an investor
rights agreement, whereby, subject to certain conditions, the Company will grant AngloGold Ashanti
certain financing and other participation rights to enable AngloGold Ashanti to maintain its shareholding
interest in the Company , as well as technical committee appointment rights and other customary investor
rights.
Pursuant to an investor rights agreement between the Company and Centerra Gold Inc. (“Centerra”) dated
April 28, 2025, Centerra has certain investor rights, including the right to participate in financings to
maintain its pro rata ownership in the Company. Centerra has informed the Company that it intends to fully
exercise this right and subscribe for additional Common Shares in connection with this private placement
and will acquire 2,059,730 Common Shares at a price of $ 2.79 per Common Share for gross proceeds of
$5,746,647 such that its percentage ownership will be 9.9% of the outstanding Common Shares at closing
(the “Centerra Subscription”).
Proceeds from the Subscription and from the Centerra Subscription will be used for working capital and
general corporate purposes, including work related to the technical studies currently underway at the
Lawyers-Ranch gold-silver Project. The Company anticipates the Subscription and the Centerra
Subscription will close on or around February 26, 2026, subject to satisfying customary closing conditions.
Gross proceeds from the issuance of Common Shares to AngloGold Ashanti and Centerra will be
approximately $44,412,931. All figures in this release are presented in CAD unless otherwise stated.
All Common Shares issued pursuant to the Subscription and the Centerra Subscription will be subject to a
statutory hold period of four months and one day from the date of closing in accordance with applicable
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Canadian securities legislation. Closing of the Subscription and Centerra’s subscription for Common Shares
are subject to certain conditions including, but not limited to, receipt of approval of the TSXV. No
commissions or finders fees will be paid in connection with the Subscription and the Centerra Subscription.
On behalf of the Board of Directors,
Thesis Gold Inc.,
"Ewan Webster"
Ewan Webster Ph.D., P. Geo.
President, CEO, and Director
About Thesis Gold Inc.
Thesis Gold Inc. is a precious metals development company focused on unlocking the full potential of its
100%-owned Lawyers -Ranch Gold /Silver Project, located in British Columbia’s prolific Toodoggone
Mining District. The recently published Prefeasibility Study outlines robust project economics, including a
54.4% after-tax IRR and an after -tax NPV5% of C$2.37 billion (at US$2,900/oz Au an d US$35/oz Ag),
underscoring the Project’s strong value -creation potential. The Company has commenced the
Environmental Assessment Process and plans to initiate a Feasibility Study in 2026 to further advance and
de-risk the Project. Through these milestones, Thesis Gold is working to elevate the Lawyers-Ranch Project
to the forefront of global precious metals development.
For further information or investor relations inquiries, please contact:
Kettina Cordero
Vice President Investor Relations
Email: [email protected]
Tel: +1 672-910-0026
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the TSX Venture Exchange) accepts 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 Subscription, intended closing date of the Subscription, and the execution of the
investor rights agreement and the terms with respect thereto as well as the subscription for Common
Shares by Centerra and TSXV approval. 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
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differ materially from those anticipated in such statements. Accordingly, readers should not place undue
reliance on forward-looking information. Risk factors that could materially affect such forward-looking
information include that the Subscription may not close when anticipated or at all, risk relating to
obtaining approval of the TSX Venture Exchange, and commodity price volatility and the impact on the
Company. 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.sedarplus.ca. The Company does not undertake
to update any forward-looking information, except in accordance with applicable securities laws.