Management Discussion and Analysis - Quarter Ended May 31, 2025

For the three months ended May 31, 2025 and 2024

This Management's Discussion and Analysis ("MD&A") supplements, but does not form part of, the condensed interim financial statements of Thesis Gold Inc. ("Thesis" or the "Company") and the notes thereto for the three months ended May 31, 2025 and 2024 (the "Financial Statements"). Consequently, the following discussion and analysis of the results of operations and financial condition for Thesis Gold Inc., should be read in conjunction with the audited financial statements which have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are stated in Canadian dollars unless otherwise indicated. The reader should be aware that historical results are not necessarily indicative of future performance. This MD&A has been prepared based on information known to management as of July 30, 2025.

Certain statements contained in the following MD&A and elsewhere constitute forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements in light of the risks set forth below. The Company assumes no obligation to update or revise forward-looking statements to reflect new events or circumstances except as required by law.

Thesis Gold Inc. is a junior resource company and reporting issuer in the provinces of British Columbia and Alberta. Its principal business is the identification, evaluation, acquisition and exploration of mineral properties. The Company is currently focused on proving and developing the Lawyers-Ranch Project in the Toodoggone mining district of north-central British Columbia, Canada.

The common shares of Thesis are listed for trading on the TSX Venture Exchange in Canada under the trading symbol "TAU", on the OTCQX Venture Market in the United States under the trading symbol "THSGF" and on the Frankfurt Stock Exchange in Germany under the trading symbol "A3EP87".

The focus of Thesis's human and financial resources is the advancement of Lawyers-Ranch Project in British Columbia, Canada. See "Lawyers-Ranch Project" below for additional information. As of May 31, 2025, the Company has sufficient working capital to cover operating expenditures anticipated for the next twelve months. Such expenditures include costs related to administrative overhead and exploration activities. See "Risks and Uncertainties" for additional information.

• Completed a bought deal flow-through private placement for gross proceeds of $27,569,930. Centerra Gold Inc. participated in the private placement to maintain their shareholding interest in the Company (see news releases dated July 8, 2025).

• Mobilized crews to commence 2025 exploration program at the Lawyers-Ranch Project (see news release June 5, 2025).

• Completed a $24,163,965 hard dollar private placement with Centerra Gold Inc., to acquire a 9.9% interest in the common shares of the Company (see news releases dated April 22 and April 28, 2025).

• Completed a short-form vertical amalgamation with the Company's wholly-owned subsidiary Thesis Gold (Holdings) Inc. (see news release dated March 3, 2025).

On July 8, 2025, the Company completed a private placement of 18,814,000 flow-through common shares for gross proceeds of $27,569,930.The placement consisted of (i) 5,770,000 common shares of the Company issued as "flow-through shares" with respect to "Canadian exploration expenses" (each within the meaning of the Income Tax Act (Canada)) (the "BC CEE Flow-Through Shares") at a price of $1.56 per BC CEE Flow-Through Share for aggregate gross proceeds of $9,001,200; (ii) 11,114,000 common shares of the Company issued as "flow-through shares" with respect to "Canadian exploration expenses" (each within the meaning of the Tax Act) ("National CEE Flow-Through Shares") at a price of $1.445 per National CEE Flow-Through Share for aggregate gross proceeds of $16,059,730 and

(iii) 1,930,000 common shares of the Company issued as "flow-through shares" with respect to "Canadian exploration expenses" (each within the meaning of the Tax Act) ("Traditional Flow-Through Shares") at a price of

$1.30 per Traditional Flow-Through Share for aggregate gross proceeds of $2,509,000 (the BC CEE Flow-Through Shares, the National CEE Flow- Through Shares and the Traditional Flow-Through Shares are, collectively referred to as the "Flow-Through Shares").

On December 17, 2024, the Company completed a private placement of 16,666,667 common shares at $0.60; for gross proceeds of $10,000,000. The Company paid a cash commission of $605,000 and issued non-transferable agent warrants of the Company exercisable to purchase up to 1,000,000 shares at $0.60 per share for an 18-month period.

The combined Lawyers-Ranch project covers a total of 131 mining claims (100 contiguous claims and 31 non-contiguous claims; Figure 1) covering over 495 square kilometers in the Toodoggone Mining District of northern British Columbia.

A Brief History of Mineral Potential and Production in the Toodoggone District

The Lawyers-Ranch Project contains over 40 known precious and base metal mineral occurrences that were first recognized and explored beginning as early as 1824. Exploration in the region began in earnest in the 1960s, and by the 1980s the economic value of mineralized prospects at Lawyers-Ranch was established. Between 1989 and 1992 Cheni Gold Mines Inc. established and developed the Lawyers Mine, leading to the production of 171,066 ounces of gold and 3,546,400 ounces of silver (Preliminary Economic Assessment: Lawyers Gold-Silver Project, 2022) from the Cliff Creek, Dukes Ridge, and AGB deposits. Historical gold production from Lawyers was augmented by the 10,000 ounces of gold from the nearby Ranch Project in 1991 from starter pits at Thesis III, BV, and Bonanza.

A resurgence in exploration at Lawyers-Ranch began in 2018, with comprehensive field and drilling programs at the Lawyers project area. Modern exploration began at Ranch in 2020 and has succeeded in significantly expanding the footprint of known mineralization at the historically mined Thesis III and Bonanza zones, while also identifying numerous other mineralized resources containing near-surface, high-grade gold.

Infrastructure in the Toodoggone District

Excellent infrastructure allows for both air and vehicle access to the Lawyers-Ranch Project (Figure 1). The Sturdee Airstrip is immediately south of the Lawyers area and allows for regular flights from regional airports in Prince Geoge, Terrace, and Smithers, BC. The Ranch area is road-accessible via the recently upgraded Lawyers Ring Road. This road circumnavigates Lawyers and allows for low elevation access to both project areas. Lawyers is situated 45 km northwest of the Kemess gold-copper mine, a viable tie-in point to a hydroelectric power grid (BC Minfile No. 094E 094).

Recent Project Activity

Thesis Gold initiated a PFS, which will integrate results from the 2024 field season, and build upon the existing Preliminary Economic Assessment published in 2024. The activities of 2024 and the early part of 2025 are crucial steps in derisking the Lawyers-Ranch Project and will form the basis of a subsequent Feasibility Study and Environmental Assessment application.

Q4 Highlights (December 2024 to February 2025)

Thesis Gold is engaged in a Prefeasibility Study (PFS), which is being led by Ausenco and Mining Plus. These teams are working through scenarios related to project design and construction to built upon the results of the 2024 PEA (see below for more information). During this quarter, additional samples were selected and submitted for geotechnical characterization investigations, and these data will eliminate the reliance of assumptions feeding into the PFS. The PFS team is also working to develop a Feasibility Study-level data collection program to be executed during the summer 2025 drill program to allow Thesis to move seamlessly from the PFS to FS in 2026.

The PFS, set to be released at the end of 2025 will assess project design components that will play an important role in permitting. The PFS team is working in coordination with the Permitting team to establish an Initial Project Description (IPD) for the fall of 2025. Submission of the IPD marks the initiation of the Environmental Assessment, an important step in the permitting process for project development.

In parallel with progress in project development, the Theis Gold Geological Team has been preparing for the 2025 drill program. Exploration drilling will be focused at Ranch this summer with an emphasis placed on new epithermal targets, and targets that have seen early-stage exploration drilling in prior seasons. This summer's program will serve a dual purpose of understanding the geology and geochemistry of the Ranch project area in the context of a larger scale porphyry-epithermal system that may be responsible for the mineral systems that form the Lawyers-Ranch mineral resources.

Q3 Highlights (September 2024 to November 2024)

Thesis Gold has initiated a PFS in line with the early stages of the Environmental Assessment (EA) process. The PFS will build upon results of the 2024 PEA (see below for more information), which demonstrated an after-tax NPV (5%) of C$1.28 billion, an IRR of 35.2%, and a 2-year payback period. The PFS is being led by Ausenco and Mining Plus, who are recognized as industry leaders with significant experience and expertise in engineering, process design, and mine planning. This study will assess project design components that will play an important role in permitting and inform potential future construction decisions.

Late in 2024 Thesis Gold announced the results of a new exploration discovery at the Ring zone within the Ranch project area (Figure 2; see company news release from November 13th, 2024). This zone was undrilled prior to the 2024 field season, and was a blind target identified through an integration of surficial geochemistry, geophysical data, and structural models that have been applied elsewhere on the property. The first hole drilled at Ring, 24RNGDD001, intersected 13.13 metres core length of 1.21 grams per tonne gold (g/t Au) and 10.18 g/t silver (Ag). Drilling at Ring provided evidence of a significant fault zone that juxtaposes minerals formed in an acidic, low-temperature environment against minerals formed at higher temperatures (Figure 2). The Thesis technical team will use results from the Ring zone to elaborate on the existing exploration model and will continue testing with followup drilling in 2025.

Figure 2 - Overview of the Ring zone.