18 December 2023 ASX ANNOUNCEMENT (ASX: TGM) ISSUE OF PERFORMANCE OPTIONS TO EMPLOYEES Theta Gold Mines Limited (“Theta Gold” or the “Company”) (ASX:TGM) advises that it has issued 2,300,000 new performance options to two employees (1,150,000 each) under revised vesting and performance hurdle conditions. The Company has also cancelled 1,900,000 previously issued performance options (950,000 each) on the basis the conditions have expired. The new performance options are issued to the employees under an Employee Incentive Securities Plan which was approved by shareholders at an AGM held on 30 November 2022 and are set out below. Schedule of Performance Options Issued to Employees: Performance Hurdle Exercise Price Expiry Date Number Held Employee One 200,000 Number Held Employee Two 200,000 Take up role $0.12 30 Sept 2025 Decision to Mine $0.12 Production Commencement Vesting Condition 30 Sept 2025 100,000 100,000 Options will vest immediately on achievement of the hurdle. $0.12 30 Sept 2025 100,000 100,000 Options will vest immediately on achievement of the hurdle. Consecutive 3 months >50k annualised ounces $0.12 30 Sept 2027 300,000 300,000 Options will vest immediately on achievement of the hurdle. 3 months of production (ounces) on schedule as per Theta Underground Feasibility Study (+/- 10%) $0.17 30 Sept 2027 100,000 100,000 Options will vest immediately on achievement of the hurdle. Options will vest 12 months from the date of appointment. 1 12 months of production (ounces) on schedule as per Theta Underground Feasibility Study (+/- 10%) Total Options Each Employee $0.17 30 Sept 2027 350,000 350,000 1,150,000 1,150,000 Options will vest immediately on achievement of the hurdle. An Appendix 3G – Notification of Issue, Conversion or Payment up of Unquoted Equity Securities and Appendix 3H – Notification of Cessation of Securities follow this announcement. This announcement was approved for release by Theta Gold Mines Limited’s Board. For more information, please visit www.thetagoldmines.com or contact: Bill Guy, Chairman Theta Gold Mines Limited T: + 61 2 8046 7584 E: billg@thetagoldmines.com Investor Relations and Social Media: Australia: Ben Jarvis, Six Degrees Investor Relations: +61 (0) 413 150 448 https://twitter.com/ThetaGoldMines https://www.linkedin.com/company/thetagoldmines/ Webpage: www.thetagoldmines.com Interactive Investor Hub: http://investors.thetagoldmines.com 2 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 investors.thetagoldmines.com or scan the QR code below. ABOUT THETA GOLD MINES LIMITED Theta Gold Mines Limited (ASX: TGM | OTCQB: TGMGF) 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 pretax 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 shareholding 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 3 TGME and Sabie Mines is comprised of a combination of local community trusts, an employee trust and a strategic entrepreneurial partner. 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 prospects. 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 assurance, 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 opinion contained in this announcement. This announcement contains information, ideas and analysis which are proprietary to Theta Gold. 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 those previously released to ASX in a Feasibility Study dated 27 July 2022. 4