Dr. Ewan Webster reports

THESIS GOLD ANNOUNCES STRATEGIC INVESTMENT BY ANGLOGOLD ASHANTI AND PARTICIPATION BY CENTERRA GOLD FOR C$44M

Thesis Gold Inc. and AngloGold Ashanti PLC have entered into a subscription agreement whereby AngloGold Ashanti will acquire 5 per cent of the issued and outstanding common shares of the company.

Dr. Ewan Webster, president and chief executive officer, 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, derisk and unlock the full potential of the project."

Pursuant to the subscription, AngloGold 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 TSX-V) on Feb. 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. 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 per cent of the outstanding common shares at closing.

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 under way at the Lawyers-Ranch gold-silver project. The company anticipates the subscription and the Centerra subscription will close on or around Feb. 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 Canadian dollars 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 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 TSX-V. No commissions or finders fees will be paid in connection with the subscription and the Centerra subscription.

About Thesis Gold Inc.

Thesis Gold is a precious metals development company focused on unlocking the full potential of its 100-per-cent-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-per-cent after-tax IRR (internal rate of return) and an after-tax NPV (net present value) 5 per cent of $2.37-billion (at $2,900 (U.S.)/ounce Au and $35 (U.S.)/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 derisk the project. Through these milestones, Thesis Gold is working to elevate the Lawyers-Ranch project to the forefront of global precious metals development.

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