Thesis Gold Announces Strategic Investment by AngloGold Ashanti and Participation by Centerra Gold for C$44M

Press Release

VANCOUVER, BC, Feb. 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, 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 “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 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

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