Announcement PDF GOLD MINES LIMITED A N N UA L R E P O RT 2 0 2 3 CONTENTS Chairman’s Letter 2 Significant Milestones Achieved in 2023 3 Review of Operations 4 FY23 Highlights 5 Theta’s TGME Underground Gold Mine Definitive Feasibility Study (FS) 10 Environment, Social and Governance (ESG) 19 Ore Reserve and Mineral Resource Statement 30 Disclaimer’s 33 Corporate Governance Statement 37 Directors’ Report 41 Remuneration Report 50 Directors’ Declaration 56 Auditor Independence Declaration 57 Financial Statements 58 Independent Auditor’s Report 88 Shareholder Information 93 Directory 95 1 THETA GOLD MINES LIMITED | ANNUAL REPORT 2023 CHAIRMANS LETTER Dear Fellow Shareholders, On behalf of the Board of Directors, I am pleased to present the 2023 Annual Report for Theta Gold Mines Limited (ASX: TGM | OTC: TGMGF). The Company has made significant progress over the last twelve months. The TGME Underground Feasibility Study (FS) was completed in July 2022, The Frankfort Mine was fully permitted with the granting of the necessary Water Use Licence (WUL) and mining began for the commercial bulk sampling program. Both the Environmental Impact Assessment (EIA) and the WUL documentation for Mining Right (MR) were submitted. The WUL and the EIA were approved in July 2023 for MR 83, which is currently in a public process. As Chairman of TGM I’m extremely proud of the achievements made by all by our management during this year which lays down the foundations that give TGM the opportunity to become the next significant, mid-tier gold producer in South Africa. In July 2022, the Company completed a FS for the first four mines Beta, CDM, Frankfort and Rietfontein (TGME Underground Gold Project). The Base Case life of mine (LOM) plan will comprise a 12.9-year mining operation starting in 2024 to deliver production of 1.24 million ounces of contained gold. Peak production is expected to be over 100,000 ounces per year. By adding the fourth mine Rietfontein to the mining schedule, there has been a significant scale-up from the April 2021 prefeasibility study with a production rate of just above 60,000 ounces per annum. The estimated development capital or peak funding requirement is US$77 million (with a total Capex of US$100 million), with the project forecast to generate a pre-tax NPV10% of US$324 million (A$432 million) and pre-tax Internal Rate of Return (IRR) of 65% at the forecast average gold price of US$1,642/oz over the LOM. Underground mining will deliver higher-grade ore to the gold plant with a much smaller environmental footprint that’s well supported by the local community and key stakeholders, with access to a larger resource base of 4.5 million ounces of underground mineral resources. (“Term Sheet”) with Sprott Streaming who will advance US$70 million (~A$110 million) cash in return for a gold stream on Theta’s TGME Gold Project (the “Project”). Environment, Social and Governance (ESG) is enhanced by the TGME Underground Project. Over 20 environmental studies were completed for Mining Right (MR)83. The final Environmental Impact Assessment Report and Environmental Management Programme (EIA/EMPr) was approved by the Department of Mineral Resources and Energy (DMRE) together with the final technical documents for the integrated Water Use Licence (WUL) approval in the second half of 2023. Theta Gold is now able to commence mine planning, subject to securing funding for the development and construction of its gold operations. While the Company actively seeks to finalise funding packages, it will commence delivery of a series of bulk samples from its fully approved Frankfort mine to the Barberton gold plant to begin early cashflow generation for the Company.² Moving forward into the 2024 financial year, the company will continue with progress on its bulk trial mining program at Frankfort gold mine which will provide the Company with early cashflows. It will also look to finalise funding negotiations with Sprott Streaming to enable it to commence development construction at its TGME gold project under the supervision of Chief Operations Officer, a proven African gold mine builder Mr. Jacques Du Triou. We appreciate the continued support from our shareholders, and we welcome new shareholders to the share register. The Company looks forward to continuing to progress project development and deliver good news for shareholders in 2024. Thank you for your continued support. Bill Guy Chairman Charles (Bill) Guy Shortly after the release of the FS, the Company announced it has entered into an agreement and commenced a due-diligence process with royalty streaming debt funder, Sprott Streaming and Royalty Corporation (“Sprott Streaming”)¹. Under a non-binding Streaming Term Sheet 2 SIGNIFICANT MILESTONES ACHIEVED IN 2023 • Feasibility Study (FS) completed underpinning an initial 12.9-year mine life to deliver free cash flows of up to US$500m and 1.24Moz contained gold production; • Granted a Water Use License (WUL) for Frankfort mine by the South African Department of Water and Sanitation (DWS) resulting in Frankfort being fully permitted; • Execution of A$110m (US$70m) non-binding Term Sheet (“TGME Stream”) signed with Sprott Streaming and Royalty Corporation (Sprott Streaming) for pre-development, development capital and operating expenditure to bring the TGME Gold Project into production subject to completion of due-diligence; • Received blasting license approval to commence underground blasting operations at Frankfort mine; • Received the Water Use License for its TGME Gold Project over Mining Right 83 from the Department of Water and Sanitation (DWS) of South Africa1; • Frankfort Mine commercial bulk sample mining preparation and operations initiated with drill and blast options underway for the first delivery of 3,000 tones;2 • Final Environmental Authorisation (EA) received for Mining Right 83 from the Department of Mineral Resource and Energy (DMRE) of South Africa. Note on 11 September 2023 the Company announced it had received a notice of objection from a private individual against the granting of the EA. Figure 1: Miners entering Frankfort gold Mine 1 2 3  efer to ASX Release dated 11 April 2023 titled, “Theta Received Water Use Licence for Mining Right 83”. R Refer to ASX Release dated 15 May 2023 titled, “Operational Update”. THETA GOLD MINES LIMITED | ANNUAL REPORT 2023 REVIEW OF OPERATIONS The Project is located next to the historical gold mining town of Pilgrim’s Rest, in the Mpumalanga Province, some 370km northeast of Johannesburg or 95km north of Nelspruit (the Provincial Capital City) and includes more than 43 historical mines identified across the vast prospective gold field of 620 square kilometres (62,000 hectares). OVERVIEW The Company delivered its very first definitive Feasibility Study (FS) in July 2022 which presents a clear pathway to production via the re-development of TGME’s gold assets and is currently focused on the holistic strategy to deliver long term organic growth, with initial development focusing on the permitting of six mines to target a production profile of 160,000 ounces Au per annum. The TGME Project (Phase 1) incorporates the first four mines. In April 2021 Theta declared a maiden underground mining reserve of 419,000 oz @ 5.49 g/t Gold, along with the first Maiden Underground Pre-Feasibility Study. The Mining Reserve were based on only 16% of the 4.5 Moz underground gold resource and incorporated only three mines across the project area. Theta Gold Mines Limited (“the Company” or “Theta Gold” or “TGM”) is a gold exploration and development company that holds a range of prospective gold assets through its 74%-owned subsidiary Transvaal Gold Mining Estate Ltd (TGME) in a world-renowned South African gold mining region. The Company’s shares are dual listed on the Australian Securities Exchange (ASX: TGM) and the OTC Markets in the United States (OTC: TGMGF) with Depository Trust & Clearing (DTC) Eligibility. The Company’s TGME Underground Gold Mine Project (“The Project” or “TGME Project”) phase one consists of four existing mines, Beta, Frankfort, CDM and the Rietfontein mine. Figure 2: Location of Theta Gold Mine Project 4 FY23 HIGHLIGHTS DEFINITIVE FEASIBILITY STUDY (TGME Underground Gold Mine Project) US$834/oz All-in-sustaining Cost 1.24Moz Contained gold production All-in-sustaining Cost (AISC) of US$834/oz (A$1,112/oz) over LOM sits on the bottom quartile of South Africa and Australian gold producers; TGME Feasibility Study3 (FS) delivers 1.24Moz contained gold production, underpinning an initial 12.9-year mine life. Strong financial return based on LOM plan (at average gold price of A$2,189/oz) with first production targeted for, 20244 including: US$77m Peak Capital requirement • Undiscounted free cash flows of US$508m, (A$678m), pre-tax US$717, (A$956m); • NPV (at a 10% discount rate) of US$219m, (A$292m), pre-tax US$324m, (A$432m); • Capital payback period of 31 months; • Pre-tax IRR of 65%; and • Peak production over 100,000 oz Gold. Peak Capital requirement is US$77m, (A$103m), total capital requirements US$174m, (A$232m). Front-End Engineering Design (FEED) of the TGME gold plant completed, forming an important input towards the finalisation of the definitive Feasibility Study (FS) of the TGME underground project5. 5 THETA GOLD MINES LIMITED | ANNUAL REPORT 2023 BULK SAMPLE TRIAL MINING PROGRAM AT FRANKFORT GOLD MINE • Theta Gold announced on 3 April 20236 it had executed a 3,000 tons commercial bulk sampling ore delivery contract with Barberton Mines (Pty) for its fully permitted Frankfort Mine. The contract schedules for TGME to deliver from its Frankfort Mine 3,000 tons of ore as a bulk trial sample. Figure 3: Front end loader moving ore at Frankfort mine •T  GME will cover its own mining and delivery costs. Once delivered and accepted at the Barberton gold plant, a revenue split (Gold Split) between the parties will apply, subject to the average recovered grade of gold ore delivered. Provided the average grade delivered to the plant is above 3g/t Au, the parties will be paid in accordance with the Gold Split, and no other toll/milling costs are required from the Supplier post-delivery. If the recovered grade of less than 3g/t is achieved, the Gold Split will cease and a processing cost per ton will be payable. •T  he Company announced a A$5 million (US$3.3 million) funding package on 3 April 2023 to finance the commencement of the bulk trial sampling program. The funding was raised with strategic long-term investors via three separate unsecured Convertible Loan Agreements (‘Agreements’) to progress the bulk trial sampling program at the Frankfort Mine along with funding working capital for the Company. Figure 4 & 5: Miners installing pipe ventilation at Frankfort mine •A  t the time of writing this Annual Report the Company had completed drill and blasting of the first 3,000 tons of gold ore and has commenced processing through an on-site DMS unit. All other necessary development activities had been completed including the training of 35 new underground miners, installation of ventilation pipes and roof support systems, site power, fuel farm and necessary mining equipment.  efer to ASX release dated 27 July 2022 titled “Theta’s TGME Project Definitive FS Confirms NPV10% of A$432 million at US$1,642/Oz Gold price.” R First gold produced timing will be subject to securing funding and obtaining all necessary regulatory permitting approvals. Refer to ASX release dated 20 June 2022 titled “TGME Gold Project Update”. 6 Refer to ASX Release dated 3 April 2023 titled “$5 million financing and financing and signing of commercial bulk sampling trial run with Pan African Resources’ Barberton Mines Gold Plant”. 3 4 5 6 ENVIRONMENTAL PERMITTING ENVIRONMENTAL IMPACT ASSESSMENT (EIA) • The Company announced in July 20227 that the final Environmental Impact Assessment (EIA) Report and Environmental Management Programme (EIA/EMPr) have been submitted to the Department of Mineral Resources and Energy (DMRE) and the final technical documents for the integrated Water Use License (WUL) application to the Department of Water and Sanitation (DWS) for final decision. •T  he Company announced on 26 July 2023 that it has received its Environmental Authorisation (EA) and that the South African Department of Minerals Resources and Energy (DMRE) has granted the Company’s EA application over MR83. The Company has also received a notice of objection by a single individual as part of the appeal process which enables interest and affected parties an opportunity to lodge an appeal. •A  s a result of the DMRE approval, three (3) of the four (4) mines within the initial TGME Underground Gold Project are now fully permitted, subject to a 90-day public participation and appeal process which enables interested and affected parties an opportunity to review and/or lodge an appeal to the DMRE decision to approve the EA for MR83. •T  heta Gold is now able to commence mine planning, subject to securing funding for the development and construction of its gold operations. While the Company actively seeks to finalise funding packages, it will commence delivery of a series of bulk samples from its fully approved Frankfort mine to the Barberton gold plant to begin early cashflow generation for the Company8. 7 8 9 7 WATER USE LICENCE (WUL) • The South African Department of Water and Sanitation (DWS) has granted a Water Use License (WUL) for the Company’s Mining Right (MR) 83, which covers the initial TGME Underground Gold Project mining schedule as per our Feasibility Study. • The WUL is issued in accordance with Chapter 4 of the National Water Act, 1998 (Act 36 of 1998) for a period of 12 years. The WUL forms an integral part of the TGME Underground Project since it authorises the extension of the current Tailings Storage Facility and all planned water use activities within the MR83 area. • The approval of the WUL is a result of comprehensive environmental specialist studies conducted with detailed engineering designs that satisfy the extensive regulatory requirements relating to water and waste management in South Africa. • The DWS will inform all interested and affected parties of the issuing of this licence, which lead to a 90-day public review and objection period that has ended on the 30th of June 2023. The company is still awaiting notification and the outcome of the 90-day review process from DWS • The outcome of the decisions from the DMRE and DWS on the applications are expected in Q2 of 2024 calendar year with an additional 90-days review and objection period. A positive decision from the competent authorities will enable the Company to commence with its MR83 underground mines build. ATMOSPHERIC EMISSION LICENSE (AEL) • An application for an Atmospheric Emissions License (AEL) was granted for the operation of the processing plant by the Department of Forestry, Fisheries and the Environment (DFFE) in September 2022 along with a State Forest Licence issued for the Frankfort Mine9. Refer to ASX release dated 18 July 2022 titled “Permitting Update TGME Underground Gold Project”. Refer to ASX Release dated, 3 April 2023 titled, “$5 million to fund Bulk Sampling Trial at Theta’s Frankfort mine”. Refer to ASX release dated 6 September 2022 titled “Two Approvals Granted for the TGME Underground Gold Project”. THETA GOLD MINES LIMITED | ANNUAL REPORT 2023 Table 1 Environmental Approvals Granted for Mining Rights (MR) 83- Progress Table Environmental Approvals for Mining Right (MR) 83 Status Submit application for EA ✓ Submit draft scoping report ✓ Specialists EIA Studies Completed ✓ DMRE acceptance of final Scoping report ✓ Draft EIA/EMPr submitted for public review ✓ Draft IWWMP submitted for public review ✓ Air Quality Emissions approval ✓ Water use approvals ✓ EIA approvals ✓ 1. Forestry permits for the continuation of mining are in progress –refer to ASX Release dated 18 July 2022. 2. Refer to ASX Release dated 6 September 2022 “Two License Approvals Granted for TGME Underground Project.” 3. Status of environmental permits as at the completion of this annual report. CORPORATE FUNDING • Theta Gold Raised a total of AU$9.5 million, (US$6.4 million) during 2023 fiscal year in development funding for the Frankfort gold mine bulk sample program and for the TGME gold mine project, and entered into a non-binding streaming Term Sheet detailed below as follows: – AU$2.2 million, (US$1.5 million) of capital raised (before costs) via a Private Placement as announced to ASX on 3 August 202 to numerous existing shareholders, new institutional, professional, and sophisticated investors. The Company issued a total of 36,584,615 new fully paid TGM Ordinary Shares (TGM Shares) on the 11 August 2022 via Application for Quotation of Securities Notice’s made up of 35,384,615 TGM Shares at the issue price of A$0.065 per share as part of the Private Placement. In addition, the Company issued 1,200,000 TGM Shares on the same date at A$0.07 per share to an advising consultant in lieu of cash consideration. – On 19 October 2022 the Company announced that it has entered into a nonbinding Streaming Term Sheet (“Term Sheet”) with Sprott Resource Streaming and Royalty Corporation (“Sprott Streaming”) under which Sprott Streaming is to advance US$70 million (~A$110 million) cash in return for a gold stream on Theta’s TGME Gold Project (the “Project”).  he Project is expected to deliver to Sprott T Streaming up to 100,000 ounces of gold over its Life-of-Mine (“LOM”), for which Sprott Streaming will pay 10% of the gold price per ounce delivered under the stream. Theta has the option to buy-back 50% of the stream based on a pre-agreed price, following which Theta will deliver 2% of the ongoing gold production. Prior to initial gold delivery, Theta will pay in cash or scrip (at 10% discount to 5 days volume-weighted-average-price (“VWAP”)) on a semi-annual basis, 9.5% per annum interest to Sprott Streaming for the funds advanced. Under the Term Sheet, conditions precedent to closing include the completion of technical, legal, and environmental and social due diligence, the receipt and review of the project’s final development budget and schedule, the completion of definitive documentation, and the receipt of applicable environmental permits, operating licences and regulatory approvals. Closing is scheduled by the first quarter of 2024 calendar year and the funds will be applied towards the construction of the TGME Gold Project, located in the Eastern Transvaal Goldfields in the Mpumalanga Province, South Africa. Due diligence remains on-going and has advanced throughout 2023 calendar year. Upon a satisfactory conclusion and appropriate approvals obtained, a Binding Gold Stream Agreement between Sprott Streaming and Theta Gold shall be finalised, executed, and announced to the market in detail. 8 CORPORATE FUNDING CONT’ Aus Agriculture Pty Ltd (“AAPL”) for AU$500,000 with terms for each Agreement identical except for their respective share in aggregate of a 10% royalty, calculated as (7%, 2% and 1% respectively based on each Lenders loaned principal amount) of Gross Revenues received from the bulk sample programme. Each Lender named above will also be entitled to receive a 20% minimum annual interest rate on loaned amounts outstanding. Each Lender may at any time convert all or part of any outstanding amount into new TGM Shares using a conversion price calculated as the weighted average price of trading in TGM Shares on ASX during a 10 day period immediately before the Lender provides a conversion notice; and – AU$1.7 million, (US$1.1 million) of capital raised (before costs) via a Private Placement to professional and sophisticated investors as announced on 27 October 2022 . The Company issued 24,025,716 new fully paid TGM Ordinary Shares at the issue price of A$0.070 cents per shares via an Application for Quotation of Securities released to ASX on 4 November 2022. – AU$0.572 million, (US$0.383 million) was raised via a Share Purchase Plan (Plan) to enable Eligible Shareholders to participate in the Company’s capital raising activities. The Company issued 8,171,405 new fully paid TGM Ordinary Shares on 6 December 2022 via an Application for Quotation of Securities released to the ASX at the same price, (A$0.07) as the offer announced on 27 October 2023, to sophisticated, institutional and professional investors who participated in a Private Placement completed on 4 November 2022. – AU$5 million, (US$3.5 million) in funding via three separate unsecured Convertible Loan Agreements (‘Agreements’) to fund the bulk trial sampling program at the Frankfort Mine along with working capital announced by the Company on 3 April 2023 . The Agreements are with Deutsche Balaton AG for AU$3.5 million, Golden Asia Investment Group Ltd (“GAIG”) for AU$1 million, and – AU$5 million, (US$3.5 million) through a private placement (Placement) post 30 June 2023 to strategic professional and sophisticated investors as announced on 4 July 2023 . Hong Kong Ruihua Investment Management Limited (“Ruihua”) cornerstoned AU$3.0 million, (US$2 million) of the placement. Ruihua is a wholly-owned subsidiary to its Nanjing based parent company Jiangsu Ruihua Investment Holding Group Co., Ltd (since 2003), a fund manager with over US$3 billion Assets Under Management who specialises in equity markets including secondary market trading, private placements, venture capital and private equity activities. The Company issued 76,923,077 new fully paid TGM Ordinary Shares on the 10 July 2023 at the issue price of A$0.065 cents per share. Refer to ASX Release dated 27 October 2022 titled, “Theta raise funds to advance TGME gold project”. Refer to ASX Release dated 6 December 2022 titled, “Purchase Plan Completion Notice”. Refer to ASX Release dated 3 April 2023 titled, “$5 million to fund bulk sampling trial at Theta’s Frankfort mine”. 14 Refer to ASX Release dated 4 July 2023 titled, “5 million private placement and corporate update”. 11 12 13 9 THETA GOLD MINES LIMITED | ANNUAL REPORT 2023 THETA’S TGME GOLD PROJECT DEFINITIVE FEASIBILITY STUDY (FS) The FS15 for the TGME Project was delivered on 27 July 2022, confirming Theta Gold’s potential to be a significant near-term, high-margin, lowcost gold production project with tremendous opportunities for future growth. Based on the FS results, the Project will provide robust financial returns from a long-life large underground mining operation for a modest capital investment given the scale of operations envisaged. The Project LOM will initially comprise a 12.9-year mining operation starting in , 202416 calendar year and delivering LOM production of 1.24 Moz of contained gold. The estimated peak development Capital Expenditure (“Capex”) is A$103 million, with the Project forecast to generate a pre-tax NPV10% of A$432 million and pre-tax internal Rate of Return (IRR) of 65% at a forecast average gold price of A$2,189 per ounce. Based on these metrics, the Project has a projected capital payback period of 31 months. The FS paves the way for a Final Investment Decision (‘FID’) by the Theta Gold Board in respect to funding negotiations and on-going discussions with financiers with respect to full/ partial debt and equity funding options. Theta Gold has appointed a debt funding advisor to manage this important process and will provide updates in due course. Figure 6: Scenic photo of TGME gold mine project 15 16 Refer to ASX Release dated 27 July 2022 titled “Theta’s TGME Project Definitive FS Confirms NPV(10%) of A$432 Million at US$1,642 / Oz Gold Price”. Start time will be dependent on securing necessary funding and permitting approvals. 10 KEY FEATURES OF PROJECT THETA GOLD MINES LIMITED CONTROLS THE EASTERN TRANSVAAL GOLD FIELDS, WHERE SOUTH AFRICA’S GOLD MINING INDUSTRY BEGAN ALMOST 130 YEARS AGO. Project Life 12.9 Years Metallurgical Recovery 87% AISC US$788oz (Year 1-4) US$847/oz (LOM) US$788oz Underground ore mined 6.46Mt@5.95g/t Au for 1.24M oz of contained gold Payback Period Start of Project – 31 Months. Start of Mining – 18 Months. Peak Funding Requirements US $77M Pre-Tax NPV 10% US$324M @ USD/oz 1.642 (avg-Base Case) IRR 65% First Gold Pour 20241 INCORPORATING ONLY 4 OF MORE THAN 40 PREVIOUSLY DEVELOPED MINES. Note1. First gold pour is subject to securing funding and all necessary regulatory permits. 11 THETA GOLD MINES LIMITED | ANNUAL REPORT 2023 SOLID GROWTH POTENTIAL Modern mining and treatment methodologies enable low-cost operations (AISC <US$900/oz) and reserve expansion Develop multiple mines, reaching >160koz/a within five years, from the resource base of +6Moz First four-mine operation, central plant and tailings facility – up to 100koz/a Various expansion opportunities to increase production and the resource base for >3 decades Capacity to expand to >160koz/a - 6 mine operation @ 80kt/m 6 UG MINES TARGETED FIRST OUT OF POTENTIAL >40 Figure 7: Location of first 6 gold mine sites included in Feasibility Study 12 Table 2: Key Project Metrics Description Units Base Case Reserve Plan Project Start Date¹ Year 2024 2024 Commercial Production Start Date Year 2025 2025 Production build up period Months 14 14 Life of mine years 12.9 7.3 Underground ore mined (LOM) Mt 6.46 2.85 Mined Grade g/t 5.95 6.09 Gold Mined (LOM) Moz 1.24 0.56 Production Rate Kt/a 540 540 Production Rate Kt/m 45 45 Grind size µ 106 106 Gold recovered (average LOM) % 87 87 Gold recovered (LOM) Moz 1.08 0.49 Project economics below shows the sensitivities to the various gold price estimates and demonstrates the robust financial returns of the Project. The FS completed in July 2022 used an average gold price of USD 1,642 / Oz as a base case. 1. Start-up of project and commercial production is subject to receiving all necessary funding and permit approvals. Table 3: Project Economics at Various Gold Prices – Base Case (AUD) Project Economics at gold price Unit Forecast USD1,500/oz USD1,600/oz (USD1,642/ oz Avg) USD1,800/oz USD2,000/oz USD2,200/oz NPV @ 10% (real) Pre-tax AUDm 432 339 405 536 669 802 NPV @ 10% (real) Post-tax AUDm 292 232 274 359 447 533 IRR (%) Pre-tax % 65% 57% 64% 77% 90% 102% IRR (%) Post-tax % 57% 50% 56% 67% 78% 87% AISC AUD/oz 1,112 1,096 1,107 1,129 1,149 1,167 EBITDA annual average AUDm 92 77 87 107 128 148 EBIT annual average AUDm 80 66 76 96 116 136 Free Cash Flow (Pre-tax) AUDm 956 768 897 1,158 1,421 1,686 Free Cash Flow (Post-tax) AUDm 678 550 638 814 996 1,175 Development Capital – Peak Funding AUDm 102 102 102 102 102 102 Capital Sustaining AUDm 49 49 49 49 49 49 Payback post-tax Months 31 33 31 28 25 24 Capital Efficiency (Pre-Tax NPV/Dev Capital % 422% 332% 395% 524% 653% 783% Capital Efficiency (Post-Tax NPV/Dev Capital % 285% 226% 268% 351% 437% 521% NOTES: 1. Converted to AUD from USD using AUD:USD exchange rate of 1.333. 2. Due to rounding, numbers presented throughout this document may not add up precisely to the totals, provided and percentages may not precisely reflect the absolute figures. 13 THETA GOLD MINES LIMITED | ANNUAL REPORT 2023 Figure 8: Annual Gold Production – Base Case Figure 9: Annual and Cumulative Cash Flow (Post-Tax) – Base Case (AUD) NOTES: 1. Forecast Prices averaging USD1,642/oz over LOM. 2. Converted to AUD from USD at exchange rate of 1.333 AUD:USD. The TGME Project targets to restart historical underground gold mines located in a historically prolific gold mining region in the Mpumalanga Province of South Africa. The Project Areas are centred in the town of Pilgrims Rest, some 370 km due northeast of Johannesburg, and vast majority of the tenements were under TGME’s ownership since the late 1800s. The Project targets the Beta (including the Beta North, Beta Central and Beta South sections), Rietfontein, Frankfort and Clewer-Dukes Hill-Morgenzon (“CDM”) mines. A significant amount of gold resources remain underground which were not mined historically due to technological limitations or limiting ore characteristics. Beta is scheduled as the first operation to commence production, followed by Rietfontein, and finally CDM and Frankfort simultaneously. In comparison to CDM and Frankfort, Beta and Rietfontein are higher-grade mines. A gold plant, which acts as the central processing plant for all the historical operations, is situated in close proximity with a maximum distance to operations of approximately 40km. A new facility will be established on this footprint to treat all the ore from the surrounding operations. 14 Two scheduling strategies have been investigated in the FS. The Base Case considers a LOM plan targeting the total Mineral Resources (Measured, Indicated and Inferred). The Ore Reserve Case considers a LOM plan targeting only Measured and Indicated Mineral Resources. This FS demonstrates the ability to achieve optimised cash flows by scheduling production from the operations. The mine designs and associated costs per operational element feed into a combined operations financial model. The Ore Reserve Case supports the declaration of compliant JORC Code 2012 Ore Reserves. TGME UNDERGROUND GOLD MINE DEVELOPMENT As part of the preparation for the installation of the first phase new gold plant, TGME had appointed the services of Jet Demolition to remove the redundant plant equipment. The process started in the second week of January 2022. Specialised equipment was utilised for demolition, after which it was reduced in size and made ready for transport to scrap merchants. The project to remove the old plant is now complete17. Processing consultants Met63 was contracted to do a detailed d