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 Friday October 20, 2023 The +securities the subject of this notification are: Other Total number of +securities to be issued/transferred Total number of +securities to be issued/transferred Issue date Unlisted Options, exercise price $0.12, Expiry date 31 March 2025 20,000,000 17/10/2023 Unlisted Options, exercise price $0.12, Expiry date 31 March 2025 10,000,000 17/10/2023 ASX +security code Security description New class - code to be confirmed New class - code to be confirmed Refer to next page for full details of the announcement Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 1 / 10 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 20/10/2023 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 2 / 10 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 20,000,000 unlisted options, and 10,000,000 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 / 10 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, exercise price $0.12, Expiry date 31 March 2025 +Security type ISIN code Options Date the +securities the subject of this notification were issued 17/10/2023 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/20230912/pdf/05tszphk92q0kr.pdf Options Details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.12000000 31/3/2025 Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option Other Description 20,000,000 Unlisted Options, exercise price $0.12, expiry date 31 March 2025 Any other information the entity wishes to provide about the +securities the subject of this notification N/a Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 4 / 10 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 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 the market in an Appendix 3B N/A Issue details Number of +securities 20,000,000 Were the +securities issued for a cash consideration? No Please describe the consideration being provided for the +securities 20,000,000 unlisted options were issued as consideration under an consultancy agreement with Golden Asia Investment Group Limited to provide investor relations and corporate advisory services. Purpose of the issue To pay for services rendered Additional Details New +securities ASX +security code +Security description New class - code to be confirmed Unlisted Options, exercise price $0.12, Expiry date 31 March 2025 +Security type ISIN code Options Date the +securities the subject of this notification were issued 17/10/2023 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 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 5 / 10 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 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/20230912/pdf/05tszphk92q0kr.pdf Options Details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.12000000 31/3/2025 Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option Other Description 10,000,000 Unlisted Options, exercise price $0.12, expiry date 31 March 2025. Any other information the entity wishes to provide about the +securities the subject of this notification N/A 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 the market in an Appendix 3B N/A Issue details Number of +securities 10,000,000 Were the +securities issued for a cash consideration? No Please describe the consideration being provided for the +securities 10,000,000 unlisted options were issued as consideration under an consultancy agreement with High Gift Investments Limited to provide investor relations and corporate advisory services. Purpose of the issue To pay for services rendered Additional Details Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 6 / 10 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 7 / 10 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 TGMAAN : OPTION EXPIRING 31-MAR-2024 EX $0.125 1,000,000 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 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 8 / 10 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities TGMAAK : OPTION EXPIRING 29-NOV-2023 EX $0.068 1,000,000 New class - code to be confirmed : Unlisted Options, exercise price $0.12, Expiry date 31 March 2025 20,000,000 New class - code to be confirmed : Unlisted Options, exercise price $0.12, Expiry date 31 March 2025 10,000,000 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 9 / 10 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? Yes 5.2a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 13/10/2023 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 10 / 10