Announcement PDF Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Announcement Summary Entity name THETA GOLD MINES LIMITED Date of this announcement Wednesday October 04, 2023 The +securities the subject of this notification are: Other Total number of +securities to be issued/transferred ASX +security code Security description New class - code to be confirmed Unlisted Options, Expiry date of 31 March 2024, Exercise Price of $0.125. Refer to next page for full details of the announcement Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 1/9 Total number of +securities to be issued/transferred Issue date 1,000,000 03/10/2023 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Part 1 - Entity and announcement details 1.1 Name of entity THETA GOLD MINES LIMITED We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities. 1.2 Registered number type Registration number ABN 30131758177 1.3 ASX issuer code TGM 1.4 The announcement is New announcement 1.5 Date of this announcement 4/10/2023 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 2/9 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Part 2 - Issue details 2.1 The +securities the subject of this notification are: Other Please specify Notification of 1,000,000 Unlisted Options 2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which: does not have an existing ASX security code ("new class") Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 3/9 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B New +securities ASX +security code +Security description New class - code to be confirmed Unlisted Options, Expiry date of 31 March 2024, Exercise Price of $0.125. +Security type ISIN code Options Date the +securities the subject of this notification were issued 3/10/2023 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Yes Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. https://announcements.asx.com.au/asxpdf/20230403/pdf/45n9tj68r3t0d3.pdf Options Details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.12500000 31/3/2024 Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option Other Description Notification of 1,000,000 Unlisted Options Any other information the entity wishes to provide about the +securities the subject of this notification 1,000,000 Unlisted Options issued at $0.125 representing the 'at-market' closing price on Monday, 2 October 2023, pursuant to Clause 2 of options term schedule annexed to ASX Announcement dated, 3 April 2023. Options have an expiry date of 31 March 2024. (180 days from issue date) Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to Notification of Issue, Conversion or Payment up of Unquoted 4/9 Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B N/A Issue details Number of +securities 1,000,000 Were the +securities issued for a cash consideration? No Please describe the consideration being provided for the +securities 1,000,000 Options issued to 2Invest AG as consideration pursuant to an agreement to issue options, each and every month interest due on the Bond has not been paid which was due 31 January 2023. Purpose of the issue Other Additional Details The purpose of the issue of Options is consideration for delayed payment of interest due on Bond. Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 5/9 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 6/9 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Part 4 - +Securities on issue Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise: (A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.) 4.1 Quoted +Securities (Total number of each +class of +securities quoted) Total number of +securities on issue ASX +security code and description TGM : ORDINARY FULLY PAID 705,075,007 4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX) Total number of +securities on issue ASX +security code and description TGMAAM : OPTION EXPIRING 06-MAR-2024 EX $0.14 1,000,000 TGMAAL : OPTION EXPIRING 30-DEC-2023 EX $0.066 1,000,000 TGMAAE : OPTION EXPIRING 31-DEC-2023 EX $0.12 20,000,000 TGMAAF : OPTION EXPIRING 30-SEP-2025 EX $0.12 9,150,000 TGMAAG : OPTION EXPIRING 30-SEP-2027 EX $0.17 2,650,000 TGMAAH : OPTION EXPIRING 30-SEP-2027 EX $0.25 300,000 TGMAP : PERFORMANCE RIGHTS 25,170,000 TGMAD : OPTION EXPIRING 31-DEC-2025 EX $0.50 1,900,000 TGMAAD : OPTION EXPIRING 16-JAN-2024 EX $0.17 15,000,000 TGMAZ : 20% BEARER BOND NOTE 2021/2023 6,000,000 TGMAA : OPTION EXPIRING 30-SEP-2025 EX $0.40 1,200,000 TGMAB : OPTION EXPIRING 30-SEP-2025 EX $0.50 240,000 TGMAAK : OPTION EXPIRING 29-NOV-2023 EX $0.068 1,000,000 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 7/9 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities New class - code to be confirmed : Unlisted Options, Expiry date of 31 March 2024, Exercise Price of $0.125. Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 8/9 1,000,000 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Part 5 - Other Listing Rule requirements 5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No 5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No 5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes 5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? 1,000,000 Unlisted Options 5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 9/9