Announcement PDF 31 January 2019 ASX ANNOUNCEMENT Quarterly Report – 1 October to 31 December 2018 Theta Gold Mines Limited (“Theta Gold” or “Company”) (ASX: TGM) is pleased to report on its activities for the three months ended 31 December 2018. The company remains focused on progressing the Theta Project open pit Feasibility Study towards conclusion as well as undertaking resource definition and additional exploration drilling. Significant progress was made on the feasibility study, which is now fully funded via recent share placements, and the drilling work resulted in continued high grade gold intercepts. These drill results, were encountered at both of the company’s open pit prospects, Theta Hill and the nearby Columbia Hill. Work continues to incorporate these drill results into a reserve statement as part of the planned feasibility study. The feasibility study should be concluded in early second quarter of 2019. 2018 QUARTER 4 HIGHLIGHTS  The open pit Theta Project Scoping Study shows potential gold production of approximately 67kozpa for 7.6yrs (509koz recovered) with LOM All‐In Sustaining Costs (AISC) of approximately US$569/oz and peak capital requirement of approximately US$16m  A$6m placement to fund the Theta Project Feasibility Study announced in November 2018 (of which A$3.5m has been received to date)  Name changed to Theta Gold Mines Limited (ASX: TGM), and a 10 for 1 share consolidation concluded  New South Africa‐based director, Mr Finn Behnken, appointed  Notable intersections at Theta Hill and Columbia Hill during the December quarter included:      3m @ 19.4g/t Au from 2m in DG4LT26 (Theta Hill) 2m @ 12.42g/t Au from 3m in RCBH102 (Theta Hill) 16m @ 3.27g/t Au from 43m in RCBHI12B (Columbia Hill) 4m @ 12.53g/t Au from 35m in RCBHI15 (Columbia Hill) A Reverse Circulation (RC) drilling program continued during the quarter, completing over 7,400m across Theta Hill, Columbia Hill and some satellite targets. Results from this program included:     11m @ 2.1g/t Au from 8m in DG4RCWAD16 (including 1m @ 9.5g/t Au, Theta Hill) 1m @ 27.5g/t Au from 8m in DG4RCWAD20 (Theta Hill) 10m @ 1.9g/t Au from 18m in RCBH46 (Columbia Hill) 1m @ 10g/t Au from 18m in RCBHI41 (Columbia Hill) Chairman, Bill Guy commented: “The last quarter of 2018 continued the positive momentum from the start of the year, with the release of the Theta Project Scoping Study and ongoing drilling across MR83 with the focus on identification of shallow, high grade ounces which can be added into the mine plan”. “We look forward to delivering the Feasibility Study in coming months, with declaration of maiden open‐ cut reserves. The Feasibility Study will also include a development schedule to refurbish and upgrade the CIL Plant. The TGM Board is confident 2019 will be a transformational year for the Company.” Theta Gold Mines Limited ABN 30 131 758 177 Level 18, 111 Pacific Highway, North Sydney NSW 2060 Tel: +61 2 9460 2021 Email: info@thetagoldmines.com www.thetagoldmines .com THETA PROJECT SCOPING STUDY SUMMARY The Scoping Study was delivered by South African consultants Minxcon, conducted in accordance with the JORC (2012) Reporting Code, as reported to the ASX on 15 October, 2018. The Scoping Study mine plan involves in‐pit waste emplacement (contour roll‐back mining) and strip‐style mining of 3 gold‐ bearing seams (Figure 1) using surface miners and standard mining equipment, including dozers and rock‐breakers with minimal or potentially no drill and blast. The site is situated within 2km by road of the existing, fully permitted CIL plant, with a US$11.1m capital upgrade planned (Scoping level estimates, ±25‐ 30%). The Scoping Study envisages mining 58% of the ounces from the Indicated Mineral Resources (37% of tonnes) during the first 9 months of production (for a 9 month gold production of 35,000 ounces of gold) with a total mine life of 7.6 years. Detailed monthly scheduling was run for the life of mine. Overall, a ratio of 83% Inferred and 17% Indicated resources is adopted in the Scoping Study model. Table 1: Key aspects of Scoping Study (100% Project) Parameter Detail Production Target Indicated: 0.77Mt @ 3.51 g/t Au for 87koz Inferred: 3.71Mt @ 4.27 g/t Au for 513koz 3.6Mt @ 4.77g/t Au for 553koz contained Mine Life 7.6 years Payback period 7.4 months Construction/Refurbishment Period 10 months (first ore <12 months) Processing Rate (design rate) 480ktpa for 67kozpa –average (peak 86koz) Recovery (Life of Mine) 92.0% overall recovery (509koz LOM recovered) Capital Cost (peak drawdown) US$16M Operating Costs US$70/t operating cost excluding royalties (US$493/oz C1 recovered) US$152M to US$135M* Mineral Resources in Production Target Project NPV (Real 7.5% to 10% DCF), post tax Project Undiscounted Real Net Cashflow (Life of Mine, 7.6 years) US$218.6M Internal Rate of Return 132% All‐in Sustaining Costs (AISC)‐ Av. Life of Mine US$569/oz including royalties, excluding initial capital *Assumptions include exchange rate ZAR 14.66 Spot 20 Sep, gold price of USD1,205/oz Spot on 20 Sep. Cautionary Note: The Scoping Study results, Production Targets and Forecast Financial Information are preliminary in nature as the conclusions are based on low‐level technical and economic assessments, insufficient to support the estimation of Ore Reserves or to provide assurance of an economic development case at this stage. There is a low level of geological confidence associated with Inferred Mineral Resources used in this report and there is no certainty that further exploration work will result in the determination of Indicated Mineral Resource. The stated Production Target is based on the Company’s current expectations of future results or events and should not be relied upon by investors when making investment decisions. Investors should note that there is no certainty of funding for this project, and that any future funding obtained may be dilutive to the value of shares in TGM, and funding is one of the key risks to project timing. DG4 Theta North Theta South Figure 1: Resource pit at Theta Hill showing the three reefs CORPORATE Appointment of new director Mr Finn Behnken was appointed as a director of the Company on 19 December 2018. Finn, a resident of South Africa, is a mining engineer and has South African mining operational experience as the CEO of Tshipi é Ntle Manganese Mining (Pty) Limited (during the construction and initial production phase of the major Tshipi Borwa Manganese Mine). Prior to this Finn was an investment banker with South African based Nedbank and has served as non‐executive director of various mining companies including, most recently, as a director of the then AIM listed Gemfields plc. Currently Finn is the South African representative of Auramet International, a US based precious metals merchant and mine financier. Finn possesses a unique set of skills to work with the TGM Board to help finance and develop our South African operations. The Board now comprises – Mr Bill Guy Mr Robert Thomson Mr Finn Behnken Mr Richie Yang Mr Brett Tang Mr Simon Liu Chairman Managing Director Non‐Executive Director Non‐Executive Director Non‐Executive Director Non‐Executive Director Cash Position and Funding As at 31 December 2018, the Group had US$262,000 in cash. In November 2018, the Company entered into two subscription agreements to raise a total of A$6.0m.   The first subscription agreement, for A$1.5m, was completed on 23 November 2018. The second subscription agreement is for A$4.5m, of which A$2.0 million was received on 30 January 2019. The balance of A$2.5 million under the second subscription agreement is expected in February 2019. Pursuant to the subscription agreement, A$0.5 million will be subscribed at an issue price of A$0.09 per share and the balance (A$2.0 million) at a price equal to the 20 days VWAP (Volume Weighted Average Price) immediately before the allotment of the shares. Change of name and constitution At the 2018 Annual General Meeting (“AGM”) on 30 November 2018, shareholders approved the change of name to Theta Gold Mines Limited and a new constitution. Consolidation of share capital At the 2018 AGM, shareholders also approved a 10:1 consolidation of share capital. The capital structure of the Company at 31 January 2019 is as follows – Fully paid ordinary shares (ASX: TGM) Listed options exercisable at $0.30 each on or before 31 October 2020 (ASX: TGMO) Unlisted options and performance rights (refer Annexure A) Number 356,696,568 31,429,663 35,743,304 THETA PROJECT (TGM ‐ 74%) Theta Hill Indicated Resource Drilling Since the Theta Hill drill program began, over 13,000m of drilling has been completed using 297 vertical boreholes (Diamond/RC). During Q4 2018, a further infill program was completed at Theta North to bring the Lower Theta (Block 7) and the Beta Reef (Blocks 6 & 10) into an Indicated resource category. All assays have been returned for December 2018 drilling (Table 1), and a further phase of shallow drilling was completed to test for continuity of stratigraphically higher level Bevetts and U Theta mineralisation previously delineated by Lower Theta drilling and Bevetts trenching and RC drilling. The distribution of drilling is shown in Figure 2. Currently the geological model is being updated and incremental resources are being added to the inventory. Figure 2: 31st December 2018 Distribution of Boreholes at Theta Hill North and surrounds Figure 3: Theta Hill cross section looking north showing thick Bevetts / lense development and Upper and Lower Theta mineralised zones. Figure 4: Theta Hill in context of other nearby open‐cut targets Table 2: Highlight Q4 Drill Intersections > 1 g/t Au Theta North BHID Theta N Bv UT From m To m RCBH73 RCBH73 RCBH73 RCBH92 RCBH13 RCBH24 RCBH24 RCBHTN122 RCBHTN122 RCBHTN123 RCBHTN124 29.00 57.00 60.00 50.00 26.00 22.00 34.00 10.00 39.00 18.00 84.00 30.00 58.00 61.00 51.00 28.00 30.00 38.00 16.00 40.00 19.00 87.00 Width m Au g/t Au Comments Au Content Cm.g/t Back calc in situ Reef g/t over 25cm EOH Comments 1.00 1.00 1.00 1.00 2.00 8.00 4.00 6.00 1.00 1.00 3.00 1.02 5.25 1.50 1.22 1.07 1.77 1.51 1.05 3.35 4.74 3.40 Quartz in Shale Bevetts Bevetts Bevetts L Theta Bevetts/U Theta L Theta Quartz in shale U Theta Quartz in shale Bevett's / U Theta 102 525 150 122 213 1,415 605 630 335 474 1,019 4.08 21.00 6.00 4.88 4.26 7.08 6.05 4.20 13.40 18.96 13.59 Theta N Bevetts & U Theta Theta N Bevetts & U Theta Theta N Bevetts & U Theta Theta N Bevetts & U Theta Theta N Bevetts & U Theta Theta N Bevetts & U Theta Theta N Bevetts & U Theta Theta N Bevetts & U Theta Theta N Bevetts & U Theta Theta N Bevetts & U Theta Theta N Bevetts & U Theta RCBHTN124 incl 84.00 85.00 1.00 8.27 Bevett's / U Theta 827 33.08 Theta N Bevetts & U Theta RCBHTN125 RCBHTN126 RCBHTN127 66.00 ‐ 37.00 67.00 5.00 38.00 1.00 5.00 1.00 2.63 1.78 1.19 Bevett's / U Theta Quartz in shale Bevetts 263 891 119 10.52 Theta N Bevetts & U Theta 7.13 Theta N Bevetts & U Theta 4.76 Theta N Bevetts & U Theta BHID Theta N Beta 10 From m To m Width m Au g/t Au Comments Au Content Cm.g/t Back calc in situ Reef g/t over 25cm RCBHTNBB10 RCBHTNBB14 RCBHTNBB16 RCBHTNBB16 RCBHTNBB17 RCBHTNBB17 RCBHTNBB2 8.00 21.00 31.00 50.00 12.00 35.00 2.00 9.00 23.00 34.00 52.00 13.00 36.00 4.00 1.00 2.00 3.00 2.00 1.00 1.00 2.00 2.88 2.88 1.03 1.58 1.35 2.95 1.42 Beta? L Theta Bevetts L Theta? Bevetts L Theta? Bevetts/U Theta 288 576 310 316 135 295 283 11.52 11.52 4.13 6.32 5.40 11.80 5.66 BHID Theta B Slips From m To m Width m Au g/t Au Comments Au Content Cm.g/t Back calc in situ Reef g/t over 25cm EOH Comments Bungalow Slips EOH Comments Theta N Beta Block 10 Theta N Beta Block 10 Theta N Beta Block 10 Theta N Beta Block 10 Theta N Beta Block 10 Theta N Beta Block 10 Theta N Beta Block 10 RCBHBS16 44.00 47.00 3.00 0.81 243 3.24 RCBHBS16 incl 44.00 45.00 1.00 1.39 139 5.56 Bungalow Slips RCBHBS17 43.00 44.00 1.00 2.15 215 8.60 Bungalow Slips BHID Theta DG4 Bv UT From m To m Width m Au g/t Au Comments DG4RCWAD3 DG4RCWAD4 DG4RCWAD5 4.00 11.00 7.00 5.00 13.00 12.00 1.00 2.00 5.00 2.52 1.95 1.39 Bevetts Bevetts Bevetts Au Content Cm.g/t Back calc in situ Reef g/t over 25cm 252 389 697 10.08 7.78 5.58 EOH Comments DG4 Bevetts & U Theta DG4 Bevetts & U Theta DG4 Bevetts & U Theta DG4RCWAD5 incl 7.00 8.00 1.00 4.45 Bevetts 445 17.80 DG4 Bevetts & U Theta DG4RCWAD5 DG4RCWAD5 DG4RCWAD7 DG4RCWAD15 DG4RCWAD16 31.00 36.00 35.00 14.00 8.00 34.00 37.00 37.00 16.00 19.00 3.00 1.00 2.00 2.00 11.00 1.20 1.23 1.87 1.55 2.13 U Theta L Theta L Theta Bevetts Bevetts 359 123 373 309 2,343 4.79 4.92 7.46 6.18 8.52 DG4 Bevetts & U Theta DG4 Bevetts & U Theta DG4 Bevetts & U Theta DG4 Bevetts & U Theta DG4 Bevetts & U Theta DG4RCWAD16 Incl 8.00 9.00 1.00 9.52 Bevetts 952 38.08 DG4RCWAD16 DG4RCWAD17 DG4RCWAD17 DG4RCWAD18 DG4RCWAD20 DG4RCWAD21 DG4RCWAD21 40.00 7.00 17.00 9.00 8.00 16.00 24.00 45.90 8.00 18.00 10.00 9.00 17.00 26.00 5.90 1.00 1.00 1.00 1.00 1.00 2.00 7.34 2.10 1.19 0.61 27.50 2.27 5.92 L Theta Bevetts U Theta? U Theta? Bevetts U Theta L Theta 4,331 210 119 61 2,750 227 1,184 29.36 8.40 4.76 2.44 110.00 9.08 23.68 DG4 Bevetts & U Theta DG4 Bevetts & U Theta DG4 Bevetts & U Theta DG4 Bevetts & U Theta DG4 Bevetts & U Theta DG4 Bevetts & U Theta DG4 Bevetts & U Theta DG4 Bevetts & U Theta Columbia Hill and Scammells Reverse Circulation Drilling The second rig has been progressing investigations on satellite opencast targets on 83MR. Phase 1 drilling at the Scammells workings was completed and the rig is currently in progress on Phase 2 at Columbia Hill Mine (see Figure 1). In total a further 1,216m RC drilling was completed at Columbia Hill over 17 holes during December 2018. This follows on from previous drilling during Q4 2018 that had encouraging Rho Reef intersections. At Columbia Hill (Figure 4), the Iota (Rho Reef) underground workings are located on the eastern extension and the current RC drilling is targeting ground peripheral to these zones. In total 18 RC boreholes have been completed for 890m (2017‐2018). The target mineralisation zones embrace the Bevetts thrust and Lense style reefs plus the underlying Rho Reef (Figures 5 Columbia Hill cross‐section). Columbia Hill continues to demonstrate good potential as a satellite resource. Columbia Hill is similar to Theta Hill in mineralization and geometry, with a thrusted “lense” package located around the Bevetts unconformity, and a flat to shallowly dipping Rho reef system in the Malmani dolomite footwall. At Columbia Hill, the Rho Reef mineralisation is hosted in bedding plane shears with the gold associated with quartz and oxidized sulphides. Columbia Hill (Iota Mine) results > 1 g/t Au from assays received to date for Phase 1 are encouraging, and are shown below in Table 3. Table 3: Columbia Hill (Iota) Q4 2018 Phase 1 RC drilling results > 1 g/t Au BHID From m To m Width m Au g/t Au Comments Au Content Cm.g/t Back calc in situ Reef g/t over 25cm EOH Comments RCBHI12B 43.00 61.00 18.00 2.81 Bevetts / Lense 5,057 11.24 RCBHI12B incl 47.00 59.00 12.00 3.65 Bevetts / Lense 4,384 14.61 Iota Mine P1 Iota Mine P1 RCBHI12B RCBHI14 RCBHI14 RCBHI14 76.00 ‐ 16.00 28.00 77.00 1.00 17.00 33.00 1.00 1.00 1.00 5.00 8.76 1.09 2.20 3.69 Rho Quartz in shale Bevetts Rho 876 109 220 1,843 35.04 4.36 8.80 14.74 Iota Mine P1 Iota Mine P1 Iota Mine P1 Iota Mine P1 Rho 1,778 23.71 Iota Mine P1 Bevetts Rho 123 4,126 4.92 41.26 Iota Mine P1 Iota Mine P1 RCBHI14 incl 28.00 31.00 3.00 5.93 RCBHI15 RCBHI15 29.00 35.00 30.00 39.00 1.00 4.00 1.23 10.31 RCBHI15 incl 37.00 39.00 2.00 19.76 Rho 3,953 79.05 Iota Mine P1 RCBHI16 ‐ 6.00 6.00 2.32 Bevetts 1,393 9.29 Iota Mine P1 RCBHI16 incl ‐ 4.00 4.00 3.19 Bevetts 1,274 12.74 Iota Mine P1 RCBHI17 RCBHI17 RCBHI17B 9.00 53.00 58.00 10.00 54.00 69.00 1.00 1.00 11.00 1.45 4.08 0.91 Quartz in shale Bevetts? Rho 145 408 999 5.79 16.32 3.63 Iota Mine P1 Iota Mine P1 Iota Mine P1 RCBHI17B incl 58.00 63.00 5.00 1.29 Rho RCBHI18 RCBHI19 16.00 1.00 17.00 13.00 1.00 12.00 1.07 2.53 Bevetts Bevetts / Lense 647 5.18 Iota Mine P1 107 3,036 4.28 10.12 Iota Mine P1 Iota Mine P1 RCBHI19 incl 1.00 8.00 7.00 3.50 Bevetts / Lense 2,448 13.99 Iota Mine P1 RCBHI19B RCBHI19B RCBHI20 21.00 38.00 41.00 22.00 39.00 62.00 1.00 1.00 21.00 19.40 4.79 3.61 Bevetts Rho Bevetts Lense 1,940 479 7,581 77.60 19.16 14.44 Iota Mine P1 Iota Mine P1 Iota Mine P1 RCBHI20 incl 46.00 57.00 11.00 5.95 Bevetts Lense 6,545 23.80 Iota Mine P1 RCBHI20 RCBHI21 RCBHI22 RCBHI22B RCBHI24 RCBHI24 RCBHI26 RCBHI26 67.00 19.00 ‐ 7.00 ‐ 19.00 46.00 62.00 68.00 25.00 1.00 8.00 4.00 24.00 48.00 68.00 1.00 6.00 1.00 1.00 4.00 5.00 2.00 6.00 5.12 5.17 1.57 1.42 1.25 1.99 4.89 1.79 Rho Rho Quartz in shale Bevetts Bevetts Lense Rho Bevetts Rho 512 3,102 157 142 500 995 978 1,073 20.48 20.68 6.28 5.68 5.00 7.96 19.56 7.15 Iota Mine P1 Iota Mine P1 Iota Mine P1 Iota Mine P1 Iota Mine P1 Iota Mine P1 Iota Mine P1 Iota Mine P1 RCBHI26 incl 63.00 65.00 2.00 3.89 Rho 777 15.54 Iota Mine P1 RCBHI9C_1 ‐ 1.00 1.00 1.17 Quartz in shale 117 4.68 Iota Mine P1 Figure 5: Columbia Hill (Iota Mine) Cross Section RCBHI41‐I18 looking north Combined with the Lense style and Rho Reef intersections all above 80m below surface the opencast target is taking shape. As a consequence, a follow up Phase 2 program is underway and is increasing the footprint of open‐castable mineralisation. Table 4 shows the Phase 2 intersections > 1g/t Au to 31st December 2018. Day Mine The Day Mine target area also straddles a structurally complex area with the eastern interface between the Bevetts thrust mineralization in close proximity to the Rho Reef horizon. The area has been poorly prospected, with limited stoping in the early 1900’s. The opencast target area is complicated structurally by N‐S faulting, localized slumping plus the actual Bevetts Thrust interface with the Rho reef horizon. Positive indications of surface mineralisation were achieved by Rand Mines trenching in the late 1980’s which ensued 3 bulk samples realizing positive results (5.6t @ 5.68 g/t; 17.4t @ 8.37g/t Au; 9.45t @ 8.71 g/t Au). Table 4: Day Mine RC Drilling assay results received > 1 g/t Au BHID Day Mine From m To m RCBHDM02 - 5.00 RCBHDM02 incl - 1.00 RCBHDM05 10.00 13.00 RCBHDM05 incl 10.00 11.00 RCBHDM15 18.00 20.00 RCBHDM07 51.00 55.00 RCBHDM10 18.00 19.00 RCBHDM11 55.00 56.00 RCBHDM12 - 2.00 Width m Au g/t Au Comments Au Content Cm.g/t 5.00 1.00 3.00 1.00 2.00 4.00 1.00 1.00 2.00 0.81 Quartz in Shale 2.34 Quartz in Shale 0.87 Rho 406 234 260 160 636 911 132 185 448 1.60 Rho 3.18 Bevetts 2.28 Rho 1.32 Quartz in Shale 1.85 Bevetts 2.24 Quartz in Shale Back calc in situ Reef g/t over 25cm EOH Comments 3.25 Day Mine 9.36 Day Mine 3.47 Day Mine 6.40 Day Mine 12.72 Day Mine 9.11 Day Mine 5.28 Day Mine 7.40 Day Mine 8.96 Day Mine Scammells Reef The Scammells Reef is a very thin (~ 15‐25cm) high grade (20‐30 g/t) zone of mineralisation. Prospectivity as an opencast target is driven by limited stoping and a favourable waste to ore strip ratio. Assays received for the Scammells Reef RC drilling during Q4 2018 (> 1 g/t Au ) are shown in Table 5. It is noted that 8 boreholes had downhole complications with cavities and collapsing ground, which ultimately need to be reamed and drilled to target depth. Table 5: Scammells Reef Q4 RC drilling assays > 1 g/t Au BHID Scammells From m To m RCBHSC18 RCBHSC3 RCBHSC3A RCBHSC9 39.00 18.00 19.00 20.00 40.00 19.00 20.00 21.00 Width m Au g/t Au Comments 1.00 1.00 1.00 1.00 1.31 5.58 1.57 13.80 Scammells Scammells Scammells Scammels Au Content Cm.g/t Back calc in situ Reef g/t over 25cm 131 558 157 1,380 5.24 22.32 6.28 55.20 EOH Comments Scammells Scammells Scammells Scammells Updates since Quarter end Drilling results from the last quarter were released to the ASX on 19 January, 2019. These results have been incorporated in this release in Tables 2 to 5. For more information please visit www.thetagoldmines.com or contact: General Enquiries Rob Thomson, Managing Director Theta Gold Mines Limited M: +61 409 843 963 robt@thetagoldmines.com or Investor Enquiries Bill Guy, Chairman Theta Gold Mines Limited T: + 61 2 9460 2021 billg@thetagoldmines.com Competent Person Statement Theta Hill, Columbia Hill (Iota Mine ) and Scammells Drilling Results The information in this report relating to the Theta Hill and 83MR drilling results is based on, and fairly reflects, the information and supporting documentation compiled by Mr Phil Bentley (MSc (Geol), MSc (MinEx), Pr.Sci.Nat. No. 400208/05, FGSSA), a consultant to the Company and a member of the South African Council for Natural Scientific Professions. The original reports titled “High Grade Shallow Gold at Theta Hill and Satellite Target Columbia Hill” and “High Grade Gold Assays at Theta Hill” were dated 29 November 2018 and 21 January 2019 respectively and were released to the Australian Securities Exchange (ASX) on those dates. The Company confirms that –  it is not aware of any new information or data that materially affects the information included in the ASX announcements; and  all material assumptions and technical parameters underpinning the estimates in the ASX announcements continue to apply and have not materially changed. 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 Mines core project is TGME, located next to the historical gold mining town of Pilgrim’s Rest, in Mpumalanga Province, some 370km east 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 planned refurbishment of the existing CIL plant and nearby mines/prospects with the intention of resuming gold production and is considering open pit mining where it has identified mineral resources amenable to open pit production. The Company is presently concluding a detailed feasibility study and is also in the process of seeking approvals for open pit mining on the existing mining licences held. The Company aims to build a solid production platform to over 100kozpa based primarily around shallow, open‐cut or adit‐entry hard rock mining sources. Theta Gold Mines has access to over 43 historical mines and prospect areas that can be accessed and explored, with over 6.7Moz of historical production recorded. ANNEXURE A THETA GOLD MINES LIMITED UNLISTED OPTIONS AND PERFORMANCE RIGHTS Number 2,000,000 500,000 222,223 614,449 1,000,000 274,449 1,050,000 2,000,000 1,000,000 500,000 500,000 3,500,000 727,970 1,000,000 1,000,000 3,500,000 604,213 2,000,000 2,200,000 2,200,000 200,000 150,000 150,000 Performance Hurdle/Vesting Date (if applicable) Company achieving a market capitalisation of greater than $25,000,000 for a period of 10 consecutive trading days Recommencement of production, reopening of the Group’s TGME Mine and refurbishment of the plant Production from the Group’s operations reaching 40,000 tonnes per month yielding 2,000 ounces of gold per month at a cost of less than USD750 per ounce for a period of 3 consecutive months 20 day VWAP above $0.025. This performance hurdle must be achieved on or before the date that is three years from the date of issue of the Options. 20 day VWAP above $0.030. This performance hurdle must be achieved on or before the date that is three years from the date of issue of the Options. 20 day VWAP above $0.035. This performance hurdle must be achieved on or before the date that is three years from the date of issue of the Options. 20 day VWAP above $0.030. This performance hurdle must be achieved on or before the date that is three years from the date of issue of the Options. 20 day VWAP above $0.035. This performance hurdle must be achieved on or before the date that is three years from the date of issue of the Options. 20 day VWAP above $0.040. This performance hurdle must be achieved on or before the date that is three years from the date of issue of the Options. Exercise Price Expiry Date $0.15 $0.25 $0.30 $0.30 $0.30 $0.30 $0.15 $0.20 $0.20 22 Mar 2019 19 Jul 2019 15 Aug 2019 21 Aug 2019 22 Aug 2019 1 Sep 2019 12 Oct 2019 12 Oct 2019 12 Oct 2019 $0.20 12 Oct 2019 $0.40 12 Oct 2019 $0.40 $0.19 $0.25 $0.30 $0.20 $0.19 $0.30 12 Oct 2019 15 Jan 2020 18 Jan 2020 18 Jan 2020 30 Apr 2020 13 Aug 2020 19 Jul 2022 $0.35 19 July 2022 $0.40 19 July 2022 $0.30 19 July 2022 $0.35 19 July 2022 $0.40 19 July 2022 Number 1,500,000 1,000,000 1,000,000 1,000,000 2,000,000 250,000 350,000 350,000 350,000 375,000 175,000 500,000 35,743,304 Performance Hurdle/Vesting Date (if applicable) Achievement of Milestone 1. This performance hurdle must be achieved on or before the date that is three years from the date of issue of the Options. Achievement of Milestone 2. This performance hurdle must be achieved on or before the date that is three years from the date of issue of the Options. Achievement of Milestone 2. This performance hurdle must be achieved on or before the date that is three years from the date of issue of the Options. Achievement of Milestone 3 and Pre‐Feasibility Study IRR (pre‐tax) is greater than or equal to 40%. This performance hurdle must be achieved on or before the date that is three years from the date of issue of the Options. Obtaining sufficient capital expenditure financing (debt and/or equity) to enable the group's mines and facilities to be upgraded to the point where they can profitably produce no less than 55,000 ounces of gold or gold equivalent on an annualised basis. Where the relevant capital expenditure financing is obtained through debt financing, this milestone will be deemed to have been achieved upon the first, actual drawdown of the relevant loan. This performance hurdle must be achieved on or before the date that is three years from the date of issue of the Options. Obtaining sufficient capital expenditure financing (debt and/or equity) to enable the group's mines and facilities to be upgraded to the point where they can profitably produce no less than 55,000 ounces of gold or gold equivalent on an annualised basis. Where the relevant capital expenditure financing is obtained through debt financing, this milestone will be deemed to have been achieved upon the first, actual drawdown of the relevant loan. This performance hurdle must be achieved on or before the date that is three years from the date of issue of the Options. 20 day VWAP above $0.025 20 day VWAP above $0.030 20 day VWAP above $0.035 Achievement of Milestone 3 and pre‐feasibility study IRR (pre‐tax) is greater than or equal to 40% Achievement of Milestone 3 and pre‐feasibility study IRR (pre‐tax) is greater than or equal to 50% Market capitalisation above $125,000,000 for a consecutive 5 day period Exercise Price $0.25 Expiry Date 19 July 2022 $0.25 19 July 2022 $0.30 19 July 2022 $0.30 19 July 2022 $0.25 19 July 2022 $0.30 19 July 2022 19 July 2022 19 July 2022 19 July 2022 19 July 2022 19 July 2022 19 July 2022 20 Day VWAP means the average of the daily volume weighted average price of all sales of Shares recorded on ASX over a 20‐day period, not including: (a) any transaction classified under the ASX's Market Rules as a "Special Crossing"; (b) crossings prior to the commencement of normal trading or during the closing phase and after hours adjust phase; (c) any overseas trades or trades pursuant to the exercise of options over Shares; or (d) any overnight crossings. Milestone 1 means obtaining sufficient capital expenditure financing (debt and/or equity) to enable the Group’s mines and facilities to be upgraded to the point where they can profitably produce no less than 55,000 ounces of gold or gold equivalent on an annualised basis. Where the relevant capital expenditure financing is obtained through debt financing, Milestone 1 will be deemed to have been achieved upon the first, actual drawdown of the relevant loan. Milestone 2 means the achievement of Stage 1 production on budget. Milestone 2 will be deemed to have been achieved at the end of 90 days into Stage 1 production, provided that at that point the production is on budget. Milestone 3 means completion to pre‐feasibility standards, of a second study to demonstrate profitable production of not less than 70,000 ounces of gold or gold equivalent on an annualised basis. Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report +Rule 5.5 Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10, 01/05/13, 01/09/16 Name of entity THETA GOLD MINES LIMITED ABN Quarter ended (“current quarter”) 30 131 758 177 Consolidated statement of cash flows 1. Cash flows from operating activities 1.1 Receipts from customers 1.2 Payments for 31 December 2018 Current quarter US$’000 Year to date (6 months) US$’000 (794) (1,367) (d) staff costs (210) (255) (e) administration and corporate costs (764) (1,164) (20) (37) (5) (11) (1,793) (2,834) - (7) (a) exploration & evaluation (b) development (c) production 1.3 Dividends received (see note 3) 1.4 Interest received 1.5 Interest and other