Earnings release
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1 30 April 2025 ASX ANNOUNCEMENT (ASX: TGM) QUARTERLY REPORT 1 January 2025 to 31 March 2025 Theta Gold Mines Limited (“ Theta Gold” or “Company”) (ASX: TGM) is pleased to report on its activities for the quarter ended 31 March 2025. HIGHLIGHTS DURING THE MARCH 2025 QUARTER: • Theta continues to advance discussions with international debt funders to provide part of the CAPEX requirements for the project, and is expected to make an announcement of preferred debt advisors • Pre-development plant construction preparation works underway • Theta’s team have finalised the design for the processing plant for the TGME Gold Plant to produce gold Dore on site • Theta’s team is examining the potential to add surface gold ( 174,000 oz) into the upfront mine schedule with an updated Feasibility Study for Q2. • Long term sophisticated Hong Kong investors convert 30,000,000 unlisted options at 0.12 cents per options into 30,000,000 fully paid ordinary shares, raising US$2.3 million, (A$3.6 million) before costs1 Figure 1: Cleaning of old mill structures in preparation for drilling and blasting 1 Refer to ASX Release dated 28 March 2025 titled, “Allotment of Shares Upon Exercise of Options”. For personal use only
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2 PRE-DEVELOPMENT PLANT CONSTRUCTION WORKS Based on the final design of the planned bulk earthworks for the Theta processing plant, the team is currently relocating all material and equipment within the process plant footprint, including the removal of old structures and buildings. The Company currently has a 50-ton crane on site and has been dismantling the old plant tanks and removing the thickener. The team contracted yellow equipment providers from the local community to assist in preparing the salvage laydown areas. The salvage laydown area is located within the northeast corner of the processing plant, adjacent to the planned run-of-mine ore storage pad. Figure 2: Delivery of contracted Grader and Roller The removal of old steel structures, roofing and mill civils will be removed during the following weeks. The team plans on drilling and blasting the old mill civils and storing all the steel structures in the salvage laydown area. Figure 3: Removal of old mill sections For personal use only
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3 Figure 4: Salvage laydown area Figure 5: Removal of old conveyor belt structure Figure 6: Old mill civils to be removed The pre-project execution work is planned to be completed by the end of May 2025. This work will ensure that the plant footprint is prepared for the project's bulk earthworks to start without any delays once the project is ready for execution. For personal use only
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4 OPERATIONS AND DEVELOPMENT UPDATE In total, 174,000 gold ounces sit on the surface, in tailings dams and surface rock dumps, surrounding the TGME gold plant, including 140,600 ounces of Indicated Resources in various tailings dams (Refer to JORC Table Annexure A). Theta is working on adding the surface gold resources into the mine schedule. We completed the following tasks on -site as part of preparing to build the gold plant and finalising the execution documentation. Description Completed Plant Process Design Engineers Appointed – RM Process ✓ Tailings and Environmental Engineers Appointed – Eco Elementum ✓ Additional Metallurgical Test Work ✓ Updated Process Plant Flowsheet ✓ Final Process Plant and Engineering Design ✓ Process Plant footprint layouts and Civil works ✓ Draft schedules for the plant construction ✓ Draft schedule for the dewatering plant, water management and tailings deposition ✓ Tender process and Requests for Quotes (RFQ) ✓ NDAs signed with all vetted possible Original Equipment Supplies (OEM’s) ✓ Long leading items identified completion ✓ Project Execution Plan completion ✓ Table 1: Provides a summary of the completed design and planning stages of the plant. On finalising the geotechnical assessment, the plant’s footprint was designed, enabling bulk earthworks and civil construction to commence once funding becomes available. The plant design incorporates a 2-meter loss allowance beneath the raft foundations. Eco Elementum Engineering (“ECOE”) was appointed on 1 July 2024, as the design consultants for the remining of the TSF and the design of a dewatering plant. The remining project is structured in phases, with the initial phase covering the Concept and Pre -Feasibility Study (“PFS”), followed by engineering/feed, procurement, dewatering detailed design and integration, and construction. The project began in July 2024, with dolomite studies and samples from the TSF processed by MAK Analytical Services to mimic the final tail ings product. These samples were handed to suppliers of dry-stacking dewatering plants for testing and design purposes. ECOE was appointed to conduct a PFS on the underground deposition of tailings from the TGME process plant. The solution involves using underground voids around the Beta Mine for tailings For personal use only
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5 storage, which will also allow for the permanent closure of the old, mined areas, enabling uninterrupted mining operations in other areas. The PFS aims to develop a cost-effective tailings disposal solution by utilizing these underground voids, with key objectives including: • Providing adequate capacity for tailings storage. • Ensuring ongoing mining operations by managing tailings effectively. • Facilitating the environmental rehabilitation of old mined areas. A backfill plant will be constructed on the surface, and a conveyor or wet transfer system may be implemented for efficient material handling. A dewatering step will be necessary to ensure tailings are prepared with the correct moisture content for backfil ling. The environmental approval process for the backfill project is linked to the completion of the PFS. Environmental, Social and Governance (“ESG”) Figure 6: TGME Environmental Sustainability Strategy An Ecological Compensation Programme - Implementation Agreement An Independent Environmental Scientist has been requested to provide us with a proposal to develop a guideline for the execution of the compensation programme that was developed in 2022. This plan will include recommendations on the Implementation Agreement. Some key points to be addressed as part of the Ecological Program • Integrated rehab plan for upper catchments and coordination capacity • On Nature Reserves, control dense Invasive Alien Plant Species (“IAPS”) and revegetate • Install and maintain fire breaks • Biocontrol development and release programs For personal use only
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6 • Erosion control measures • Measures to improve the hydrogeology of local catchment Social and Labour Plan To mine in South Africa, companies must develop a Social and Labour Plan (“SLP”). This integrated process involves discussion with the community, local council, and the Department of Mines and Energy. The SLP focus on community needs and economic uplift for the host community. Table 2 below shows the work in progress. Task Due date Appointment of SLP Consultant ✓ 15 January – 31 January 2024 TGME provides background information ✓ 29 January – 02 February 2024 Kick-Off Meeting ✓ 05 February – 09 February 2024 Final Socio-Economic Study ✓ 09 February 2024 Consultant Document Review ✓ 07 February – 20 February 2024 The consultant submits Legal Review ✓ 21 February 2024 Workshop session ✓ 21 February 2024 Compilation of Draft SLP document ✓ 22 February – 10 April 2024 Preparation for SLP Consultations ✓ 22 February – 12 April 2024 SLP Consultations ✓ 18 - 20 April 2024 Project Priority Lists from Ward Councillors ✓ 06 May 2024 Compilation of the Final SLP document ✓ 22 April – 31 August 2024 TGME Review SLP ✓ 02 September – 30 November 2024 Update of SLP based on TGME comments ✓ 2 – 6 December 2024 Mine Manager review SLP ✓ 09 – 20 December 2024 COO review SLP ✓ 07 – 10 January 2025 Submit Final SLP to the Board for approval ✓ 14 - 28 January 2025 Final approved SLP Document ✓ 03 February 2025 Submit endorsement letters to the Municipality for signature ✓ 11 February 2025 Present SLP during EIA phase if necessary 08 May – 07 July 2025 Submission of final EIA/EMPR Report, SLP and MWP to the DMRE 17 July 2025 Table 2: Social and Labour Plan (SLP) Permitting Rietfontein Integrated Environmental Authorization TGME submitted an integrated EA application to the DMRE on 10 October 2023 to authorize the NEMA and NEMWA listed activities for the proposed Rietfontein project. The scoping report was submitted for public review to all registered I&APs on 12 October 2023. During the scoping phase public review period stakeholders were identified and scoping phase meetings were conducted to ensure that all stakeholders understood t he proposed project and project related information. The scoping report was accepted by the DMRE on 4 April 2024 and TGME continued with the EIA phase of the project. As part of the EIA phase, the following detailed specialist studies were undertaken: For personal use only
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7 Figure 7: List of Rietfontein specialist studies Figure 8: Stakeholder Engagement Meetings – Rietfontein Scoping phase CORPORATE GOVERNANCE AND FUNDING UPDATE Options Exercised Allotment of 30,000,000 shares upon conversion of options: The Company released to the ASX on 28 March 2025 a notice advising that long-term strategic investors had exercised 30,000,000 unlisted options to raise the company US $2.3 million. The Company issued 30,000,0002 new TGM Shares, at the issue price of $0.12 (12 cents) per share. Debt Funding Discussions Advance The Company continues to advance planning and discussions with debt providers to fund the CAPEX requirements to build the TGME gold plant. The Company is currently in discussions with several other international debt funding institutions with regard to providing part of the CAPEX funding requirements for the project, and is expected to be in a position to provide more details during the month of May. 2 Refer to ASX release dated 28 March 2025, “Application for quotation of securities”. For personal use only
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8 Cash Position As of 31 March 2025, the Group had US $2.9 million in cash. In accordance with ASX Listing Rules 5.3.1 and 5.3.2, the Company provides the following summary of expenditures incurred during the Quarter: Mining exploration costs (including exploration labour) US $ 513,498 Mining Production and Development Costs (including trial mining) US $ 20,014 Licence to Operate Costs US $ 16,261 Total US $ 549,773 The Company’s Quarterly Appendix 5B reported US$73,000 in payments to related parties and their associates as noted in the Appendix 5B this payment was for directors' fees and consulting fees (including payments relating to current and prior quarters). Capital Structure The current capital structure of the Company at 31 March 2025 is as follows: Number Fully paid ordinary shares (ASX: TGM) 879,428,626 Unlisted options and performance rights (see “Annexure C”) 103,054,394 The estimated market capitalisation of TGM was A$123 million 3 (US$77m) as at 31 March 2025. This announcement was authorised for release by the Board of Directors. For more information, please visit www.thetagoldmines.com or contact: Bill Guy, Chairman Theta Gold Mines Limited T: +61 2 8046 7584 billg@thetagoldmines.com Theta Gold Mines' Interactive Investor Hub The Company encourages shareholders to please join the Theta Investor Hub which allows you to ask questions directly to the Company, view video’s and keep up to date on progress of the TGME Gold Project at http://investors.thetagoldmines.com. 3 Calculated as 879,428,626 fully-paid ordinary shares on issue at the closing price of AU$0.14 cents per share as at 31 March 2025 converted at the RBA exchange rate of AUD:USD of 0.628. For personal use only
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9 Webpage: www.thetagoldmines.com https://twitter.com/ThetaGoldMines https://www.linkedin.com/company/thetagoldmines/ Competent Persons Statement MINERAL RESOURCES Mr. Uwe Engelmann confirms that he is the Competent Person for the TGM Mineral Resources as reported on TGM’s Mineral Resources which is extracted from TGM’s ASX announcement dated 8 April 2021(Initial Maiden Underground Mining Reserve) available to view a t www.asx.com.au and was prepared in accordance with the guidelines of the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code, 2012). Mr. Engelmann has read and understood the requirements of the JORC Code (2012). Mr. Engelmann is a Competent Person as defined by the JORC Code, 2012, having more than five years’ experience that is relevant to the style of mineralisation and type of deposit described in this report and to the activity for which he is accepting responsibility. Mr. Engelmann (BSc (Zoo. & Bot.), BSc Hons (Geol.), Pr.Sci.Nat. No. 400058/08, FGSSA), is a director of Minxcon (Pty) Ltd and a member of the South African Council for Natural Scientific Professions. Mr. Engelmann is a full -time employee of Minxc on (Pty Ltd and has reviewed this report and consents to the inclusion of the matters based on his supporting information in the form and context in which it appears. METALLURGICAL RESULTS Mr. Rogan Roulstone confirms that he is the Competent Person in terms of Mineral Resources and Ore Reserves (JORC Code, 2012). Mr. Roulstone has read and understood the requirements of the JORC Code (2012). Mr. Roulstone is a Competent Person as defined by the JORC Code, 2012, having more than five years’ experience that is relevant to gold extraction and in particular gold extraction from a refractory ore body. Mr Roulstone is a Chemical Engineering (NHD) that graduated in 1993 and is member of the SAIMM (705817). Mr Roulstone is the managing director of RM process and has over nine yea rs’ experience on the TGME process plant design. The information in this announcement that relates to TGM’s Mineral Resources is extracted from TGM’s ASX announcement dated 8 April 2021 (Initial Maiden Underground Mining Reserve) available to view at www.asx.com.au and was prepared in accordance with the guidelines of the JORC Code (2012). TGM confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and that all material assumptions and technical parameters underpinni ng the Mineral Resources estimates in the relevant market announcement continue to apply and have not materially changed other than as disclosed in TGM’s ASX announcement dated 25 October 2021 regarding the TGME Project Permitting Update. TGM confirms that the form and content in which the Competent Person’s findings are presented have not been materially modified from the original market announcement. For personal use only
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10 ORE RESERVES The information in this report relating to Ore Reserves is based on, and fairly reflects, the information and supporting documentation compiled by Mr. Daniel van Heerden (B.Eng (Mining M.Com (Business Management), member of Engineering Council of South Africa (Pr.Eng. Reg. No. 20050318)), a director of Minxcon (Pty) Ltd and a fellow of the South African Institute of Mining and Metallurgy (FSAIMM Reg. No. 37309). Mr Van Heerden has sufficient experience that is relevant to the style of mineralisation under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the JORC Code (2012). Mr van Heerden consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. The information in this announcement that relates to TGM’s Ore Reserves is extracted from TGM’s ASX announcement dated 8 April 2021 (Initial Maiden Underground Mining Reserve) available to view at www.asx.com.au and was prepared in accordance with the guid elines of the JORC Code (2012). TGM confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and that all material assumptions and technical parameters underpinning the Ore Reserve estimates in the relevant market announcement continue to apply and have not materially changed other than as disclosed in TGM’s ASX announcement dated 25 October 2021 regarding the TGME Project Permitting Update. TGM confirms that the form a nd content in which the Competent Person’s findings are presented have not been materially modified from the original market announcement. For personal use only
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11 ABOUT THETA GOLD MINES LIMITED Theta Gold Mines Limited (ASX: TGM ) is a gold development company that holds a range of prospective gold assets in a world -renowned South African gold mining region. These assets include several surface and near-surface high-grade gold projects which provide cost advantages relative to other gold producers in the region. Theta Gold’s core project is located next to the historical gold mining town of Pilgrim’s Rest, in Mpumalanga Province, some 370km northeast of Johannesburg by road or 95km north of Nelspruit (Capital City of Mpumalanga Province). Following small scale production from 2011 – 2015, the Company is currently focussing on the construction and financing of a new gold processing plant within its approved footprint at the TGME plant. The company has completed a FS in July 2022 for the first four mines Beta, CDM, Frankfort and Rietfontein (TGME Underground Project). The Base Case LOM plan will comprise a 12.9-year mining operation starting in 2023 and delivering production of 1.24 million ounces of contained gold. The estimated development capital or peak funding requirement is USD77 million (AUD102 million), with the Project forecast to generate a pre-tax NPV10% of USD324 million (AUD432 million) and pre-tax Internal Rate of Return (IRR) of 65% at the forecast gold price of averaging USD1,642/oz over the LOM. The Company aims to build a solid production platform to over next 5 years to 160kozpa based primarily around shallow, open -pit or adit -entry shallow underground hard rock mining sources. Theta Gold has access to over 43 historical mines and prospect areas that can be accessed and explored, with over 6.7Moz of historical production recorded. Theta Gold holds 100% issued capital of its South African subsidiary, Theta Gold SA (Pty) Ltd (“TGSA”). TGSA holds a 74% shareholding in both Transvaal Gold Mining Estates Limited (“TGME”) and Sabie Mines (Pty) Ltd (“Sabie Mines”). The balance of sharehold ing is held by Black Economic Empowerment (“BEE”) entities. The South African Mining Charter requires a minimum of 26% meaningful economic participation by the historically disadvantaged South Africans (“HDSAs”). The BEE shareholding in TGME and Sabie Mines is comprised of a combination of local community trusts, an employee trust and a strategic entrepreneurial partner. For personal use only
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12 DISCLAIMER This announcement has been prepared by and issued by Theta Gold Mines Limited to assist in informing interested parties about the Company and should not be considered as an offer or invitation to subscribe for or purchase any securities in the Company or as an inducement to make an offer or invitation with respect to those securities. No agreement to subscribe for securities in the Company will be entered into on the basis of this announcement. This announcement may contain forward looking statements. Whilst Theta Gold has no reason to believe that any such statements and projections are either false, misleading or incorrect, it does not warrant or guarantee such statements. Nothing contained in this announcement constitutes investment, legal, tax or other advice. This overview of Theta Gold does not purport to be all inclusive or to contain all information which its recipients may require in order to make an informed assessment of the Company’s p rospects. Before making an investment decision, you should consult your professional adviser, and perform your own analysis prior to making any investment decision. To the maximum extent permitted by law, the Company makes no representation and gives no as surance, guarantee or warranty, express or implied, as to, and take no responsibility and assume no liability for, the authenticity, validity, accuracy, suitability or completeness of, or any errors in or omissions, from any information, statement or opini on contained in this announcement. This announcement contains information, ideas and analysis which are proprietary to Theta Gold. FORWARD LOOKING AND CAUTIONARY STATEMENTS This announcement may refer to the intention of Theta Gold regarding estimates or future events which could be considered forward looking statements. Forward looking statements are typically preceded by words such as “Forecast”, “Planned”, “Expected”, “Int ends”, “Potential”, “Conceptual”, “Believes”, “Anticipates”, “Predicted”, “Estimated” or similar expressions. Forward looking statements, opinions and estimates included in this announcement are based on assumptions and contingencies which are subject to change without notice, and may be influenced by such factors as funding availability, market -related forces (commodity prices, exchange rates, stock market indices and the like) and political or economic events (including government or community issues, global or systemic events). Forward looking statements are provided as a general reflection of the intention of the Company as at the date of release of the document, however are subject to change without notice, and at any time. Future events are subject to risks and uncertainties, and as such results, performance and achievements may in fact differ from those referred to in this announcement. Mining, by its nature, and related activities including mineral exploration, are subject to a large number of variables and risks, many of which cannot be adequately addressed, or be expected to be assessed, in this document. Work contained within or referenced in this report may contain incorrect statements, errors, miscalculations, omissions and other mistakes. For thi s reason, any conclusions, inferences, judgments, opinions, recommendations or other interpretations either contained in this announcement, or referencing this announcement, cannot be relied upon. There can be no assurance that future results or events wil l be consistent with any such opinions, forecasts or estimates. The Company believes it has a reasonable basis for making the forward looking statements contained in this document, with respect to any production targets, resource statements or financial es timates, however further work to define Mineral Resources or Reserves, technical studies including feasibilities, and related investigations are required prior to commencement of mining. No liability is accepted for any loss, cost or damage suffered or inc urred by the reliance on the sufficiency or completeness of the information, opinions or beliefs contained in this announcement. The Feasibility Study referred to in this announcement is based on technical and economic assessments to support the estimation of Ore Reserves. There is no assurance that the intended development referred to will proceed as described, and will rely on acc ess to future funding to implement. Theta Gold believes it has reasonable grounds the results of the Feasibility Study. At this stage there is no guarantee that funding will be available, and investors are to be aware of any potential dilution of existing issued capital. The production targets and forward looking statements referred to are based on information available to the Company at the time of release, and should not be solely relied upon by investors when making investment decisions. Theta Gold cautions that mining and exploration are high risk, and subject to change based on new information or interpretation, commodity prices or foreign exchange rates. Actual results may differ materially from the results or production targets contained in this relea se. Further evaluation is required prior to a decision to conduct mining being made. The estimated Mineral Resources quoted in this release have been prepared by For personal use only
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13 Competent Persons as required under the JORC Code (2012). Material assumptions and other important information are contained in this release. The Company confirms that all material assumptions underpinning the production target, or the forecast financial information derived from the production target continue to apply and have not materially changed from that released in the definitive Feasibility Study released to ASX on 27 July 2022. For personal use only
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14 ANNEXURE A Mineral Resource and Mining Reserves Combined Mineral Resource as at 1 February 2021 Resource Classification Type of Operation Combined Mineral Resource Tonnage Gold Grade Gold Content Mt g/t Kg koz Measured Underground 0.091 5.37 489 15.7 Open pit Tailings Total Measured 0.091 5.37 489 15.7 Indicated Underground 4.774 6.21 29 661 953.7 Open Pit 8.109 2.14 17 364 558.2 Tailings 5.244 0.83 4 373 140.6 Total Indicated 18.128 2.84 51 398 1,652.5 Inferred Underground 21.452 5.22 111 880 3597.0 Open pit 4.907 5.11 25 057 805.6 Tailings 0.023 0.57 13 0.4 Rock Dump 0.885 1.20 1 059 34.0 Total Inferred 27.267 5.06 138,009 4,437.0 Grand Total 45.485 4.17 189,896 6,105.2 Notes: 1. Columns may not add up due to rounding. 2. Gold price used for the cut-off calculations is USD1,500/oz. 3. UG Mineral Resources are reported at a cut -off of 160 cm.g/t, open pit at 0.5 g/t and 0.35 g/t, tailings and rock dumps at 0.35 g/t. 4. Fault losses of 5% for Measured and Indicated, 10% for Inferred Mineral Resources. 5. Mineral Resources are stated as inclusive of Ore Reserves. 6. Mineral Resources are reported as total Mineral Resources and are not attributed. Mineral Resources for the TGM Tailings Dams as at 1 February 2021 Mineral Resource Classification Surface Operation Reef Tonnage Gold Grade Gold Content Mt g/t kg koz Indicated Glynn’s Lydenburg Tailings 1.211 0.80 972 31.3 Blyde 1 Tailings 0.590 0.73 434 14.0 Blyde 2 Tailings 0.280 0.83 234 7.5 Blyde 3 Tailings 0.316 0.87 275 8.8 Blyde 4 Tailings 0.164 0.72 119 3.8 Blyde 5 Tailings 0.022 0.61 14 0.4 TGM Plant Tailings 2.661 0.87 2,325 74.8 Total Indicated 5.244 0.83 4,373 140.6 Mineral Resource Classification Surface Operation Reef Tonnage Gold Grade Gold Content Mt g/t kg koz Inferred Blyde 3a Tailings 0.023 0.57 13 0.4 Total Inferred 0.023 0.57 13 0.4 Notes:- 1. Mineral Resource cut-off of 0.35 g/t applied. 2. TGM Plant tailings: 10% discount applied for volume uncertainty. 3. Gold price used for the cut-off calculations is USD1,500/oz. 4. Mineral Resources are stated as inclusive of Ore Reserves. 5. Mineral Resources are reported as total Mineral Resources and are not attributed. For personal use only
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15 Mineral Resources for the TGM Rock Dumps as at 1 February 2021 Mineral Resource Classification Surface Operation Reef Tonnage Gold Grade Gold Content Mt g/t kg koz Inferred Vaalhoek Rock Dump 0.121 1.64 199 6.4 Inferred South East (DGs) Rock Dump 0.408 0.93 379 12.2 Inferred Peach Tree Rock Dump 0.092 1.23 114 3.7 Inferred Ponieskrantz Rock Dump 0.129 1.63 211 6.8 Inferred Dukes Clewer Rock Dump 0.134 1.16 156 5.0 Total Inferred 0.885 1.20 1,059 34.0 Notes:- 1. Mineral Resource cut-off of 0.35 g/t applied. 2. Gold price used for the cut-off calculations is USD1,500/oz. 3. Mineral Resources are stated as inclusive of Ore Reserves. 4. Mineral Resources are reported as total Mineral Resources and are not attributed. Combined Underground and Open Pit Ore Reserves as at 1 February 2021 Operation Grade Tonnes Au Content g/t kt kg koz Beta 6.51 1,662 10,822 347.94 Frankfort 4.13 319 1,317 42.33 CDM 2.31 385 889 28.58 Open Pit (MR83) 2.74 2,164 4,996 160.61 Total 3.98 4,530 18,023 579.46 Notes: 1. The information pertaining to the Ore Reserve estimation is detailed in the notes of the Ore Reserve tabulation for the individual operations. For personal use only
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16 ANNEXURE B Mining Rights and Applications for Mining Rights Note 1: The period of grant of the mining right will be determined upon execution thereof. In the South African context, mining rights may be granted for up to 30 years and are renewable thereafter. MR No Description Farms Effective Date Expiry Date Remarks NORTHERN TENEMENTS (MR83, MR330, MR340, MR341, MR10167) MR 83 Greater TGME Portions 1, 2, 3, 4, 5 and the Remaining Extent of Frankfort 509KT, Krugers Hoop 527 KT, Portions 1, 2 and the Remaining Extent of Morgenzon 525 KT, Peach Tree 544 KT, Portions 18, 42, 43, 44 and Remaining Extent of Ponieskrans 543 KT and Portion 1 and the Remaining Extent of Van der Merwes Reef 526 KT 16-Oct-13 15-Oct-23 Granted Renewal pending mining right, therefore still in force MR 330 Beta Re- Development & Grootfontein Cluster Portions 1, 2, 3 and the Remaining Extent of Grootfonteinberg 561 KT and Remaining Extent of Grootfontein 562 KT Refer Note 1 Refer Note 1 Granted MR 340 Hermansburg Portion of the Remaining Extent of Hermansburg 495 KT 10-Jul-13 09-July-23 Granted Renewal pending mining right, therefore still in force MR 341 PTD’s Portions 1 and 2 and a Portion of the Remainder Extent of Grootfontein 562KT 25-Sep-19 16-Feb-22 Renewal submitted MR 10167 TGME Desire 563KT, RE and Ptn 1, 2, 3, 12, 14, 15, 17, 18, 19, 20, 22 and 23 of Doornhoek 545KT, RE and Ptn 1, 2 and 3 Rotunda Greek 510KT, Vaalhoek 474KT, Buffelsfontein 452KT, RE and Ptn 1 of Willemsoord 476KT, Sacramento 492KT, Granite Hill 477KT, Blackhill 528KT, Manx 475KT, Klondyke 493KT, Hermansburg 495KT Refer Note 1 Refer Note 1 Consolidation of Prospecting Rights 10255PR, 10404PR, 10254PR Granted SOUTHERN TENEMENTS (MR198, MR358, MR433, MR10161) MR198 Elandsdrift Heap Leach Pad Portions 1 and 2 of Elandsdrift 220 JT 18-Mar-08 17-Mar-09 Renewal submitted MR 358 Rietfontein Portion of the Remaining Extent and Portion 2 and 3 of the farm Spitskop 195 JT, Portion of Portion 16 of Waterval 168 JT and Portion of the Remaining Extent of Maliveld Vallei 192 JT 05-Jun-13 04-Jun-28 Amendment application pending to incorporate portions of Portions 1, 4 and 6 of the farm Rietfontein 193 JT MR 433 Glynn's Lydenburg Portion 5 of Grootfontein 196 JT and Remaining Extent of Olifantsgeraamte 198 JT 12-Nov-13 11-Nov-23 Granted Renewal pending mining right, therefore still in force For personal use only
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17 ANNEXURE C Unlisted Options, Performance Rights and Bonds Number Performance Hurdle/Vesting Date (if applicable) Exercise Price Expiry Date OPTIONS 1,200,000 NA $0.40 30 Sept 2025 240,000 NA $0.50 30 Sept 2025 800,000 NA $0.12 30 Sept 2025 600,000 NA $0.12 30 Sept 2027 900,000 NA $0.17 30 Sept 2027 9,150,000 NA $0.12 30 Sept 2025 2,650,000 NA $0.17 30 Sept 2027 300,000 NA $0.25 20 Sept 2027 34,568,769 Exercise price an 8% discount to the 15 Day VWAP (no less than $0.13) $0.13 17 Sep 2026 11,237,568 Exercise price an 8% discount to the 15 Day VWAP (no less than $0.13) $0.13 2 Oct 2026 23,138,057 Exercise price an 8% discount to the 15 Day VWAP (no less than $0.13) $0.13 31 Oct 2026 84,784,394 TOTAL OPTIONS PERFORMANCE RIGHTS 240,000 12 months production (ounces) on schedule as per Theta Project Optimised Feasibility Study or from underground mine production, or the combination thereof, at AISC of US$855/oz (+/- 10%) Nil 30 Sep 2025 240,000 Achieving annualised production of over 100,000 ounces of gold per annum over a consecutive period of 3 months. Nil 30 Sep 2025 240,000 Achieving annualised production of over 100,000 ounces of gold per annum over a consecutive period of 3 months. Nil 30 Sep 2025 2,750,000 Decision to Mine Nil 30 Sep 2025 5,250,000 Production Commencement Nil 30 Sep 2025 700,000 3 months production (ounces) on schedule as per Theta Project Optimised Feasibility Study or from underground mine production, or the combination thereof, at AISC of US$855/oz (+/- 10%) 12 months production (ounces) on schedule as per Theta Project Optimised Feasibility Study or from underground mine production, or the combination thereof, at AISC of US$855/oz (+/- 10%) Nil 30 Sep 2025 For personal use only
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18 700,000 12 months production (ounces) on schedule as per Theta Project Optimised Feasibility Study or from underground mine production, or the combination thereof, at AISC of US$855/oz (+/- 10%) Nil 30 Sep 2027 1,700,000 Consecutive 3 months >50k annualised ounces Nil 30 Sep 2025 2,650,000 Consecutive 3 months >100k annualised ounces Nil 30 Sep 2027 3,800,000 Consecutive 3 months >150k annualised ounces Nil 30 Sep 2027 18,270,000 TOTAL PERFORMANCE RIGHTS/OPTIONS 103,054,394 TOTAL OPTIONS, PERFORMANCE RIGHTS/OPTIONS AND BOND NOTE For personal use only
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Rule 5.5 ASX Listing Rules Appendix 5B (17/07/20) Page 1 + See chapter 19 of the ASX Listing Rules for defined terms. Appendix 5B Mining exploration entity or oil and gas exploration entity quarterly cash flow report Name of entity THETA GOLD MINES LIMITED ABN Quarter ended (“current quarter”) 30 131 758 177 31 March 2025 Consolidated statement of cash flows Current quarter $US’000 Year to date (9 months) $US’000 1. Cash flows from operating activities 1.1 Receipts from customers 1.2 Payments for (a) exploration & evaluation (100) (501) (a) development - - (b) production - - (c) staff costs (216) (895) (d) administration and corporate costs 400 (455) 1.3 Dividends received (see note 3) - - 1.4 Interest received 22 72 1.5 Interest and other costs of finance paid (76) (103) 1.6 Income taxes paid - - 1.7 Government grants and tax incentives - - 1.8 Other (provide details if material) - - 1.9 Net cash from / (used in) operating activities 30 (1,882) 2. Cash flows from investing activities 2.1 Payments to acquire or for: (a) entities - - (a) tenements - - (b) property, plant and equipment (70) (158) (c) exploration & evaluation (68) (1,574) (d) investments - - (e) other – environmental rehabilitation bond (22) (43) For personal use only
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Appendix 5B Mining exploration entity or oil and gas exploration entity quarterly cash flow report ASX Listing Rules Appendix 5B (17/07/20) Page 2 + See chapter 19 of the ASX Listing Rules for defined terms. Consolidated statement of cash flows Current quarter $US’000 Year to date (9 months) $US’000 2.2 Proceeds from the disposal of: entities (a) tenements - - (b) property, plant and equipment - - (c) investments - - (d) other non-current assets - - 2.3 Cash flows from loans to other entities - - 2.4 Dividends received (see note 3) - - 2.5 Other (provide details if material) - - 2.6 Net cash from / (used in) investing activities (160) (1,775) 3. Cash flows from financing activities 3.1 Proceeds from issues of equity securities (excluding convertible debt securities) 1,646 8,479 3.2 Proceeds from issue of convertible debt securities - - 3.3 Proceeds from exercise of options - - 3.4 Transaction costs related to issues of equity securities or convertible debt securities - - 3.5 Proceeds from borrowings 1 63 3.6 Repayment of borrowings - - 3.7 Transaction costs related to loans and borrowings 77 (4,452) 3.8 Dividends paid - - 3.9 Other (provide details if material) - - 3.10 Net cash from / (used in) financing activities 1,724 4,090 4. Net increase / (decrease) in cash and cash equivalents for the period 4.1 Cash and cash equivalents at beginning of period 1,384 2,545 4.2 Net cash from / (used in) operating activities (item 1.9 above) 30 (1,882) 4.3 Net cash from / (used in) investing activities (item 2.6 above) (160) (1,775) 4.4 Net cash from / (used in) financing activities (item 3.10 above) 1,724 4,090 For personal use only
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Appendix 5B Mining exploration entity or oil and gas exploration entity quarterly cash flow report ASX Listing Rules Appendix 5B (17/07/20) Page 3 + See chapter 19 of the ASX Listing Rules for defined terms. Consolidated statement of cash flows Current quarter $US’000 Year to date (9 months) $US’000 4.5 Effect of movement in exchange rates on cash held - - 4.6 Cash and cash equivalents at end of period 2,978 2,978 5. Reconciliation of cash and cash equivalents at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts Current quarter $US’000 Previous quarter $US’000 5.1 Bank balances 2,978 1,384 5.2 Call deposits - - 5.3 Bank overdrafts - - 5.4 Other (provide details) - - 5.5 Cash and cash equivalents at end of quarter (should equal item 4.6 above) 2,978 1,384 6. Payments to related parties of the entity and their associates Current quarter $US'000 6.1 Aggregate amount of payments to related parties and their associates included in item 1 73 6.2 Aggregate amount of payments to related parties and their associates included in item 2 - Note: if any amounts are shown in items 6.1 or 6.2, your quarterly activity report must include a description of, and an explanation for, such payments. For personal use only
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Appendix 5B Mining exploration entity or oil and gas exploration entity quarterly cash flow report ASX Listing Rules Appendix 5B (17/07/20) Page 4 + See chapter 19 of the ASX Listing Rules for defined terms. 7. Financing facilities Note: the term “facility’ includes all forms of financing arrangements available to the entity. Add notes as necessary for an understanding of the sources of finance available to the entity. Total facility amount at quarter end $US’000 Amount drawn at quarter end $US’000 7.1 Loan facilities 5,464 5,464 7.2 Credit standby arrangements - - 7.3 Other (please specify) 2,110 - 7.4 Total financing facilities 7,574 5,464 7.5 Unused financing facilities available at quarter end 2,110 7.6 Include in the box below a description of each facility above, including the lender, interest rate, maturity date and whether it is secured or unsecured. If any additional financing facilities have been entered into or are proposed to be entered into after quarter end, include a note providing details of those facilities as well. Finance Facilities: • On 25 March 2021 the Company announced a At-the-Market Subscription Deed with Acuity Capital for standby equity capital facility whereby 24,000,000 TGM shares were issued to Acuity Capital with a total available facility of A$15,000,000 (US$9,958,500). On 31 July 2023, this facility was extended for a further 3 years to 31 July 2026 for no cost or penalty to the Company. The value of this available facility at 3 1 March 2025 is US$2,110,080 (A$3,360,000) at closing share price of TGM Shares on 31 March 2025. No drawdowns have been made to date. Converted at the exchange rate of 0.628 AUD:USD at 31 March 2025. 8. Estimated cash available for future operating activities $US’000 8.1 Net cash from / (used in) operating activities (item 1.9) 30 8.2 (Payments for exploration & evaluation classified as investing activities) (item 2.1(c)) (207) 8.3 Total relevant outgoings (item 8.1 + item 8.2) (177) 8.4 Cash and cash equivalents at quarter end (item 4.6) 2,978 8.5 Unused finance facilities available at quarter end (item 7.5) 2,100 8.6 Total available funding (item 8.4 + item 8.5) 5,078 8.7 Estimated quarters of funding available (item 8.6 divided by item 8.3) 28.7 Note: if the entity has reported positive relevant outgoings (ie a net cash inflow) in item 8.3, answer item 8.7 as “N/A”. Otherwise, a figure for the estimated quarters of funding available must be included in item 8.7 . 8.8 If item 8.7 is less than 2 quarters, please provide answers to the following questions: 8.8.1 Does the entity expect that it will continue to have the current level of net operating cash flows for the time being and, if not, why not? Answer: Yes For personal use only
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Appendix 5B Mining exploration entity or oil and gas exploration entity quarterly cash flow report ASX Listing Rules Appendix 5B (17/07/20) Page 5 + See chapter 19 of the ASX Listing Rules for defined terms. 8.8.2 Has the entity taken any steps, or does it propose to take any steps, to raise further cash to fund its operations and, if so, what are those steps and how likely does it believe that they will be successful? Answer: As announced on 11 June 202 41, the Company had received firm commitments of up to US$10 million, (A$15.2 million) via a two -tranche Equity Funding Placement to institutional investor, Hong Kong Ruihua Investment Management Limited and its associated companies including Hong Kong Ruihua Green Development Limited, (together ‘Ruihua’). Tranche 1 of the Placement, for up to US$6 million, (A$8.99 million) was announced as completed on 16 September 20242. Tranche 2 of the Placement provides for an amount up to US$4 million, (A$6.08 million) in funding and is expected to be completed following satisfaction of certain terms and conditions which is expected within Quarter 2 of 2025. In addition, as noted above and (as per ASX Release dated 25 March 2021), the Company had entered into an At-The-Market Subscription Deed (“ATM”) with Acuity Capital. This facility was extended for a further 3 years to 31 July 2026 on 31 July 2023. The ATM provides the Company the opportunity to draw -down up to A$ 3,360,000 million (US$2,110,000) at 3 1 March 2025 market price of TGM Shares out of a total A$15,000,000 (US$9,798,000) standby equity capital facility, with the expiry of the ATM now extended to 31 July 202 6. (Note: converted using a 31 March 2025 exchange rate of 0.628 for AUD:USD). 8.8.3 Does the entity expect to be able to continue its operations and to meet its business objectives and, if so, on what basis? Answer: Yes. The Company has completed and released a definitive Feasibility Study (FS) to the ASX on 27 July 2022 3 with an NPV 10%, US$324 million (A $432 million4) and an initial Life-of-Mine (LOM) of 12.9 years from 1.08 Moz of recovered gold. The FS used an average gold price of US$1,642, (A$2,189) with an AISC of US$834/Oz. The group’s large tenement holding in South Africa is potentially very prospective and remains largely unexplored using modern technology. The Theta Project, potential underground mines development and the prospective tenement holding should underpin the company’s ability to raise funds for its business needs. Furthermore, in addition to description in 8.8.2 above, the company are currently in negotiation with numerous financiers on project financing terms, with term sheets been exchanged and discussions in progress. Note: where item 8.7 is less than 2 quarters, all of questions 8.8.1, 8.8.2 and 8.8.3 above must be answered. 1 Refer to ASX release dated 11 June 2024 titled, “Equity Funding Placement Update”. 2 Refer to ASX release date 16 September 2024 titled, “US$8 million Private Placement and Full Redemption of AU$6 million Secured Bonds”. 3 Refer to ASX release dated 27 July 2022, titled “Theta’s TGME Project DFS Study Confirms NPV10% of A$432 Million at US$1,642/Oz Gold Price”. 4 USD to AUD converted at an exchange rate of 1.333. For personal use only
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Appendix 5B Mining exploration entity or oil and gas exploration entity quarterly cash flow report ASX Listing Rules Appendix 5B (17/07/20) Page 6 + See chapter 19 of the ASX Listing Rules for defined terms. Compliance statement 1 This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A. 2 This statement gives a true and fair view of the matters disclosed. 30 April 2025 Date: ................................................................................... Board of Directors Authorised by: ................................................................................... (Name of body or officer authorising release – see note 4) Notes 1. This quarterly cash flow report and the accompanying activity report provide a basis for informing the market about the entity’s activities for the past quarter , how they have been financed and the effect this has had on its cash position. An entity that wishes to disclose additional information over and above the minimum required under the Listing Rules is encouraged to do so. 2. If this quarterly cash flow report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report. If this quarterly cash flow report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standards apply to this report. 3. Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity. 4. If this report has been authorised for release to the market by your board of directors, you can insert here: “By the board”. If it has been authorised for release to the market by a committee of your board of directors, you can insert here: “By the [name of board committee – eg Audit and Risk Committee ]”. If it has been authorised for release to the market by a disclosure committee, you can insert here: “By the Disclosure Committee”. 5. If this report has been authorised for release to the market by your board of directors and you wish to hold yourself out as complying with recommendation 4.2 of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations, the board should have received a declaration from its CEO and CFO that, in their opinion, the financial records of the entity have been properly maintained , that this report complies with the appropriate accounting standards and gives a true and fair view of the cash flows of the entity , and that the ir opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively . For personal use only