Announcement PDF Proposed issue of securities Announcement Summary Entity name THETA GOLD MINES LIMITED Announcement Type New announcement Date of this announcement Wednesday December 16, 2020 The Proposed issue is: A placement or other type of issue Total number of +securities proposed to be issued for a placement or other type of issue Maximum Number of +securities to be issued ASX +security code +Security description n/a Unlisted options exercisable at $0.50 each on or before 30 June 2022 Proposed +issue date Friday December 18, 2020 Refer to next page for full details of the announcement Proposed issue of securities 1/6 5,000,000 Proposed issue of securities Part 1 - Entity and announcement details 1.1 Name of +Entity THETA GOLD MINES LIMITED We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules. 1.2 Registered Number Type Registration Number ACN 131758177 1.3 ASX issuer code TGM 1.4 The announcement is New announcement 1.5 Date of this announcement Wednesday December 16, 2020 1.6 The Proposed issue is: A placement or other type of issue Proposed issue of securities 2/6 Proposed issue of securities Part 7 - Details of proposed placement or other issue Part 7A - Conditions 7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity No Part 7B - Issue details Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? New class Will the proposed issue of this +security include an offer of attaching +securities? No Details of +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities are non CDIs) Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? No equitable under listing rule 6.1? No ASX +security code +Security description New class-code to be confirmed Unlisted options exercisable at $0.50 each on or before 30 June 2022 +Security type Options Number of +securities proposed to be issued 5,000,000 Offer price details Proposed issue of securities 3/6 Proposed issue of securities Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities Extension of escrow period on 53,333,334 shares for 9 months to 30 September 2021 Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 130,000.000000 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.5000 Thursday June 30, 2022 Details of the type of +security that will be issued if the option is exercised TGM : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 5,000,000 Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. Refer ASX announcement dated 16 December 2020 Part 7C - Timetable 7C.1 Proposed +issue date Friday December 18, 2020 Part 7D - Listing Rule requirements 7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No Proposed issue of securities 4/6 Proposed issue of securities 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes 7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1? 5,000,000 7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? No 7E.2 Is the proposed issue to be underwritten? No 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities Consideration for extension of escrow period on 53,333,334 shares for 9 months to 30 September 2021 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No 7F.2 Any other information the entity wishes to provide about the proposed issue Proposed issue of securities 5/6 Proposed issue of securities Proposed issue of securities 6/6