Announcement PDF THETA GOLD MINES LTD 6 Moz Resource & near term potential gold production profile Investor Presentation 4-6 September 2019 - Perth Forward looking and cautionary statements This announcement or presentation may refer to the intention of Theta Gold Mines regarding estimates or future events which could be considered forward looking statements. Forward looking statements are typically preceded by words such as “Forecast”, “Planned”, “Expected”, “Intends”, “Potential”, “Conceptual”, “Believes”, “Anticipates”, “Predicted”, “Estimated” or similar expressions. Forward looking statements, opinions and estimates included in this announcement are based on assumptions and contingencies which are subject to change without notice, and may be influenced by such factors as funding availability, market‐related forces (commodity prices, exchange rates, stock market indices and the like) and political or economic events (including government or community issues, global or systemic events). Forward looking statements are provided as a general reflection of the intention of the Company as at the date of release of the document, however are subject to change without notice, and at any time. Future events are subject to risks and uncertainties, and as such results, performance and achievements may in fact differ from those referred to in this announcement. Mining, by its nature, and related activities including mineral exploration, are subject to a large number of variables and risks, many of which cannot be adequately addressed, or be expected to be assessed, in this document. Work contained within or referenced in this report may contain incorrect statements, errors, miscalculations, omissions and other mistakes. For this reason, any conclusions, inferences, judgments, opinions, recommendations or other interpretations either contained in this announcement, or referencing this announcement, cannot be relied upon. There can be no assurance that future results or events will be consistent with any such opinions, forecasts or estimates. The Company believes it has a reasonable basis for making the forward looking statements contained in this document, with respect to any production targets, resource statements or financial estimates, however further work to define Mineral Resources or Reserves, technical studies including feasibilities, and related investigations are required prior to commencement of mining. No liability is accepted for any loss, cost or damage suffered or incurred by the reliance on the sufficiency or completeness of the information, opinions or beliefs contained in this announcement. The Feasibility Study referred to in this announcement is based on technical and economic assessments to support the estimation of Ore Reserves. There is no assurance that the intended development referred to will proceed as described, and will rely on access to future funding to implement. Theta Gold Mines believes it has reasonable grounds the results of the Feasibility Study. At this stage there is no guarantee that funding will be available, and investors are to be aware of any potential dilution of existing issued capital. The production targets and forward looking statements referred to are based on information available to the Company at the time of release, and should not be solely relied upon by investors when making investment decisions. Theta Gold cautions that mining and exploration are high risk, and subject to change based on new information or interpretation, commodity prices or foreign exchange rates. Actual results may differ materially from the results or production targets contained in this release. Further evaluation is required prior to a decision to conduct mining being made. The estimated Mineral Resources quoted in this release have been prepared by Competent Persons as required under the JORC Code (2012). Material assumptions and other important information are contained in this release. NOTE BUSINESS ARRANGEMENT Theta Gold Mines holds 100% issued capital of its South African subsidiary Stonewall Mining (Pty) Ltd (“Stonewall”). Stonewall holds a 74% shareholding in both Transvaal Gold Mining Estates Limited (“TGME”) and Sabie Mines (Pty) Ltd (“Sabie Mines”). TGME holds the various exploration and mining permits. 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 TGME and Sabie Mines is comprised of a combination of local community trusts, an employee trust and a strategic entrepreneurial partner. 2 ASX: TGM, TGMO Disclaimer and Competent Person Statement This announcement or presentation has been prepared by and issued by Theta Gold Mines Limited (ASX:TGM) 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 or presentation may contain forward looking statements. Whilst Theta Gold Mines 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 Mines 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. Competent Persons Statement The information in this report relating to mineral resources and ore reserves is based on, and fairly reflects, the information and supporting documentation compiled by Mr Uwe Engelmann (BSc (Zoo. & Bot.), BSc Hons (Geol.), Pr.Sci.Nat. No. 400058/08, MGSSA), a director of Minxcon (Pty) Ltd and a member of the South African Council for Natural Scientific Professions and Mr Daan Van Heerden (B Eng (Min.), MCom (Bus. Admin.), MMC, Pr.Eng. No. 20050318, FSAIMM, AMMSA), a director of Minxcon (Pty) Ltd and a member of the Engineering Council of South Africa respectively. The original reports titled “Theta Gold Increases Mineral Resource to over 6Moz” and “Positive Feasibility Study for Theta Project” were dated 16 May 2019 and were released to the Australian Securities Exchange (ASX) on that date. The Company confirms that : o it is not aware of any new information or data that materially affects the information included in the ASX announcements; and o all material assumptions and technical parameters underpinning the estimates in the ASX announcements continue to apply and have not materially changed. 3 ASX: TGM, TGMO Corporate Overview  Theta Gold Mines Limited (ASX: TGM, TGMO)  ASX listed since 2012  Strong technical board with production & South African track records   Ordinary shares Directors and management hold 12% of shares Recent $A8m private placement1 (shares voluntarily escrowed) High: 32c 30 August 2019: Closing: 16.5c low: 7c 3 years share price chart Capital structure ~400 million Listed Options (TGMO), Expiration Oct 2020, $0.30 exercise (m) 31.4 Unlisted Options and Performance Rights (m) 36.0 Market capitalisation (A$m) (undiluted) ~66.0 Cash (A$m) $2.5 Share placement commitment1 (due by 30 Sep 2019) (A$m) $4.0 Board of Directors Bill Guy (Chairman) Ex‐Jupiter Mines Ltd (ASX: JMS) Chief Exploration Manager, >25yrs exploration & resource development experience. >17 years listed mining executive. Rob Thomson (Managing Director) 35+ years Mining Engineer. Development/Operations as CEO/MD/Project Manager in 8 significant gold and base metal projects including GM at Oxiana’s Sepon and Kingsgate’s Chatree gold/copper mines. Finn Behnken (NED) Former CEO of Tshipi é Ntle Manganese Mining (Pty) Limited (currently 49% owned by Jupiter Mines Ltd). A Mining Engineer and Investment Banker by profession. Finn previously worked for Nedbank and currently with Auramet. Richie Yang (NED) Former ED of Bligh Resources Ltd (ASX: BGH) recently taken‐over by Saracens (ASX: SAR). A financier with >15 years mining financing & executive experience. Brett Tang (NED) Former fund manager at Tasman Funds with > 15 years of gold/base metal experience. A significant investor in TGM indirectly holds >7% equity. Simon Liu (NED) Fund manager previously a co‐founder of Hanhong PE (Beijing based) with significant exposure to gold and oil & gas projects globally. 1. Private share placement at $0.15ps with voluntary escrow until 31 December 2020 (ASX Release on 23 July 2019) 4 ASX: TGM, TGMO Investment Overview: Low CapEx, near term production As an ASX‐listed junior, Theta Gold Mines has one of the largest JORC 2012 resources and has the potential to develop into a leading gold company. Sustainable resources:  Gold 6 Moz ‐ 44.78 Mt @ 4.18g/t.  A massive under explored ground holding across the Sabie Pilgrim’s Rest Goldfield.  Proven Drill‐to‐validate Model – inexpensive gold discovery.  Scalable ‐ Potential to bring multiple mines online, increase the production profile. Higher chance of success:  Strong directors and technical team‐ with South African track record.  Fast track to profit from first start up mine planned at Theta Hill ‐ shallow open‐cut mining:  Low CAPEX – Strong Feasibility Study economics.  Existing Mining Rights, permitted plant footprint, permitted TSF, available water/power, accessible via highway/roads, permitting of pit in progress. 5 ASX: TGM, TGMO Corporate Structure Incorporate in Australia: ASX Parent company The Black Economic Empowerment (“BEE”) shareholding in general comprise of: Incorporated: 100% SA wholly‐owned subsidiary  Employees Trust (Employee/labour Incentives), Incorporated: South Africa operational/asset companies and Black Empowerment Entity holdings  Landholders, Assets Level  BEE compliant entrepreneurs The BEE shareholding is not a free‐carry interest, it is a contributing equity interest1. 1. BEE structure can be read from page17 of the Company’s Annual Report 2018 released on 1st October 2018. 6 ASX: TGM, TGMO Project Company Board of Directors Project company Board of Directors at our subsidiary Transvaal Gold Mining Estates Ltd (“TGME”) Bill Guy (Chairman duties) (Chairman ‐ Theta Board) MD ‐ Rob Thomson (Project Delivery) (Director ‐ Theta Board) CEO ‐ George Jenkins (Permitting / Operations / Plant) Extraction Metallurgist (Ex‐Vale operations) Director ‐ Terrence Mokale (Government & Community Affairs) Lawyer & Government Consultant 7 Director ‐ Hanlie Grobler (Accounting/Finance) Accountant Director ‐ Natasha Thomas‐Kasangana (Legal / Commercial) Lawyer Ex‐Tshipi (Jupiter Mines) ASX: TGM, TGMO South Africa – Three Major Goldfields Sabie Pilgrim’s Rest Goldfields (predominantly owned by Theta Gold Mine subsidiary TGME, near surface ‐ flat reef systems). Producing: 1873 – 1940[?], 1980s, 90s and should soon be producing again. TGME Gold Projects Witwatersrand: 1886 – Current. (surrounds Johannesburg, currently mining up to 4km underground) Barberton Goldfield: 1881 – Current. (450km East of Johannesburg, Greenstone belt, currently mining up to 2km underground, recently announced discovery of opencut resources to be the new focus, LSE: PAF, Market Cap: £260m+) Theta Gold Mine’s TGME Gold Projects is located 370km NE from Johannesburg, South Africa, just 4 hours drive by highway (average 100 – 130 km/hour speed limit). This prolific gold field has produced over 6.7Moz gold since 1880. 8 ASX: TGM, TGMO Mining Rights and Resources 620sqkm tenements Northern tenements Open Cut Theta Project (MR83) Southern tenements Group JORC Resources of 6Moz Au (44.8Mt @ 4.18g/t Au):  1.3Moz open cut resources (13.08Mt @ 3.12g/t Au)  4.5Moz underground resources (26.3Mt @ 5.4g/t Au)  Initial Ore Reserves for Theta Project (part of MR83 only): 205Koz (2.3Mt @ 2.76g/t Au) (Only 16% of total OC Resources) 9 ASX: TGM, TGMO Geology – Two Gold Systems Under Explored – No modern geophysical surveys  TGME Goldfield ‐ metallogenic province extends for approximately 140 km in a north‐north‐easterly direction, over a width of 30 km .  Gold System One ‐Epigenetic gold mineralisation occurs within sedimentary host rocks of the Transvaal Supergroup. (Protozoic in Age) Gold system One  21 High Grade gold reefs (Flat dipping 3‐70) Gold system Two  Discovery – Two new low grade reefs  Bushveld Complex, the largest igneous intrusion in the world, is believed to be the possible fluid source  Gold System Two – Archaean Mesothermal gold mineralisation granite greenstone 10 ASX: TGM, TGMO Emergence of an established mining jurisdiction  South Africa has produced more gold than any other country  Over two billion ounces produced from South African goldfields  New pro‐mining President elected in South Africa as head of the ANC o A former businessman o A former miner o A former labour union leader  A very committed Government – re‐formation (May 2019) of the Department of Mineral Resources and Energy  Fraser Institute Ratings 2018 o South Africa 43/83 o NSW 42/83  Global manufacturers in South Africa o o o Mercedes BMW Toyota 11 ASX: TGM, TGMO Success Stories – South Africa Pan African Resources Plc / gold producer (AIM/JSE. BMN， £260m MC / eqv. ~A$490m)  170Kozpa gold producer (2019FY)  150km South of Theta’s project in the Barberton Greenstone Belts.  World’s very first Biox‐gold operation  Effective interest in its producing assets: 74% Jupiter Mines Limited / manganese producer (ASX. JMS, A$760m MC)  Largest recent ASX listing (April 2018) having raised A$240m (Lead Manager: Hartleys)  Already paid out three dividends to date (2017FY 9%yield, 2018FY 11%yield and 2019FY 19%yield respectively)  Effective interest in its flagship Tshipi project: 49% 12 ASX: TGM, TGMO Starter Project – Theta Project Feasibility Study Average annual EBITDA (based on USD1257/oz gold price) over 5 years approx. USD20 million (39% Margin) Average All‐in Sustaining Cost over 5 years USD764/oz Average LoM gold recovery/yield at 91.6% Payback period 1.2 years 13 ASX: TGM, TGMO Theta Project Feasibility – Low CapEx Unlocking large 6Moz resource base: starting from open cut mining, then shallow underground Open Cut Theta Project – startup Feasibility Study  Total gold recovered over 5 years 201Koz @ 40Kozpa o Initial 2 years from Theta Hill (incl. Browns) recovers ~91.05Koz (recovered grade 2.81g/t Au) at 45.53Kozpa BHID Sample No. DDBH21 DDBH21 S0792 S0795 From m 33.10 34.72 To m 34.04 35.15 Width m 0.94 0.43 Estimated Recovery Au_Final g/t 37% 79% 134.00 9.15 Intersection m Au g/t 0.94 0.43 134.00 9.15  Average All‐in‐Sustaining Cost USD764/oz  9 month construction timeline & plant upgrade to 500ktpa  Post‐tax cumulative undiscounted cashflow of USD65.7m o Cumulative undiscounted EBITDA over LoM USD99.6m o 1.2 years payback period. o Post‐tax NPV5% of USD49.6m and 65.1% IRR  USD29.2m Peak Funding (incl. new mill & elution circuit) Broken and fracture ground – Reduces cost 14 ASX: TGM, TGMO Theta Project Feasibility – All‐in‐sustaining cost  LOM AISC of US$764/oz (lower in first two years)  Minimal drill/blast allowed  Simple crush/grind and standard CIL processing with high recovery (>91%)  Operating cashflow to potential self‐ fund for multiple pit openings reflected by an increase in AISC in years 3 and 4 1 Refer to ASX Announcement on 15 May, 2019 15 ASX: TGM, TGMO Theta Project Feasibility – Cashflow 16  FS cashflow were based on USD1257/oz gold price  Strong free cashflow generation post construction, total US$65.7m over LOM (post tax, costs)  Recent weakening of ZAR will lower USD Capex and Opex. ZAR Gold is up 24% since concluding the Feasibility Study improving project economics  The Company aims to increase ore reserves and obtain additional TSF to extend LoM  Pay back 1.2 years  LoM EBITDA ~USD100m ASX: TGM, TGMO Theta Project Feasibility – Mining Method  Modified terrace mining with partial waste‐backfill, low cost method due to relatively flat‐lying ore seams and favorable topography  Simple and efficient method using bulldozers, excavators for ripping and loading both waste and ore  Short haulage (2‐3km by road) from existing CIL Plant at Pilgrim’s Rest 17 ASX: TGM, TGMO Theta Project Feasibility – Production Summary Production Summary over 57 months‐ Ore Mined & Head Grade Total material moved (effective strip ratio) Total ounces recovered LOM gold recovery assumption Average annual production 2.52Mt @ 2.71g/t Au 36.2 Mt (13.4x) 200,904oz 91.6% 40,176 oz pa over 57 months (initial 2 years at 45,525ozpa) Mining Costs (US$/t) USD 22.98/t Processing costs USD 22.53/t General & Administrative USD 8.92/t Total costs ‐ AISC USD 764/oz Average Gold price used 18 USD 1257 ASX: TGM, TGMO Growth Strategy – production ramp up Other open-cut + high grade UG mines Additional open-cut resources from rest of MR83/341 >100kozpa Theta Hill + Columbia Hill ore (MR83 only) Theta Expanded, South Theta + Columbia Hill >50kozpa Vaalhoek opencut and Rietfontein/Beta UG next focus Theta Project starter open-cut Open-cut Open-cut Subject to exploration success and funding 19 +Underground ASX: TGM, TGMO Scalability – Gold plant expansion strategy       Optimisation of Phase 1 Plant – to support scalability Phase 1: 500,000tpa Open Cut Oxide CIL Plant (Theta Project FS Design May 2019) Phase 2: Permitted plant space to expand Open Cut Oxide CIL Plant to 1 Mtpa Phase 3: Permitted Plant space available for Underground Ore process circuit for further ~500ktpa Significant tailings storage capacity expansion been evaluated beyond existing approved 2.5mt Refer to ASX Release on 22 August 2019 YELLOW/ORANGE: FS Phase 1 – 500 ktpa, GREEN: Phase 2 Expansion to 1 Mtpa+,RED: Phase 3 Expansion to above ~1.5Mtpa or more 20 ASX: TGM, TGMO Scalability – Theta Project open cut upside  Only 16.7% of Theta’s open‐cut resource are included in the Feasibility mine plan to date and only 57% of Theta’s current Open‐cut Indicated Resources  Open‐cut resources have increased by 30% since 2018 to 1.3Moz, further potential for increases have been defined  Target to further increase the 870Koz at Theta Hill and drilling Vaalhoek  Numerous other targets yet to be drill‐tested 21 ASX: TGM, TGMO Scalability – Near term resource development   Near term open cut expansion priorities Additional Theta Hill & Columbia Hill (MR83/341 inclusive)‐ reserve conversions‐ o currently 879.6 Koz @ 2.7g/t Indicated/Inferred Resources o only 35% of resources in MR83 included in reserves o Columbia Hill Iota ore body open to the west, not yet at resource status o Numerous other open cut targets to be drilled out  Vaalhoek (MR10167) – 335koz OC Resource‐ drilling to delineate maiden Indicated Resource & Reserve status  Medium term underground: o Rietfontein 22 ASX: TGM, TGMO Scalability – Drill‐to‐validate exploration model Drill‐to‐validate Model – Exploration cost 12 USD Indicated JORC Gold Ounce 1. 2. 3 3. 4. Digitise 130 years of mining data – So far over 75,000 +underground samples and 1,281 drill holes in data base Maps and underground plans scanned and georeferenced (face samples/stopes plans, geology, drill plans) The captured assay points validated and checked for errors capturing the data 3D geological models were created in Datamine Studio 3™ and Datamine Studio RM™ Geological models and wireframes project to surface to generate drill targets 23 ASX: TGM, TGMO Re‐rating Potential / Why buy TGM? 1. Transitioning from Explorer to Developer to Producer “Status”  A re‐rating of resources/reserves in‐ground Rand (ZAR) Gold Price also trading at all time high at ~ZAR23,351/Oz (as at 1 September 2019) 2. Low capital expenditure startup  Less funding & financial risk 3. High operating margin  With a combination of low OpEx and rising gold price  boosting profit potential 4. Very low discovery cost  “Cheap Gold” 5. Led by a team of proven successful mine builders/developers  High chance of success 24 ASX: TGM, TGMO (Photos captured at 2018 South African National Gold Panning Championships, held on TGME Mining Rights for last 21 years) “Goodbye from South Africa” Appendix A ‐ Resources Combined Mineral Resources as at 16 May 2019 Mineral Resource Classification Measured Total Measured Indicated Tonnage Gold Grade Underground Mt 0.091 0.091 4.774 g/t 5.37 5.37 6.21 Kg 489 489 29,661 koz 15.7 15.7 953.7 Open Pit Tailings 7.161 5.244 2.11 0.83 15,091 4,373 485.2 140.6 17.179 21.452 5.922 0.023 0.121 27.518 44.788 2.86 5.22 4.35 0.57 1.64 5.01 4.18 49,126 111,880 25,730 13 199 137,823 187,438 1,579.4 3,597.0 827.3 0.40 6.40 4,431.0 6,026.2 Type of Operation Underground Total Indicated Inferred Total Inferred Grand Total Underground Open pit Tailings Rock Dump 26 Gold Content Notes: • Columns may not add up due to rounding. • Gold price used for the cut-off calculations is USD1,500/oz. • UG Mineral Resources are reported at a cut-off of 160 cm.g/t, open pit at 0.5 g/t and 0.35 g/t, tailings and rock dumps at 0.35 g/t. • Fault losses of 5% for Measured and Indicated, 10% for Inferred Mineral Resources. • Mineral Resources are stated as inclusive of Ore Reserves. • Mineral Resources are reported as total Mineral Resources and are not attributed. ASX: TGM, TGMO Appendix A ‐ Resources Mineral Resource Classification Indicated Inferred Reef Width Content Reef Tonnes Au Content Open Pit Mine Reef g/t cm cmgt Mt Kg koz Theta & Browns Hill Shale 1.02 200 204 0.439 402 12.9 Theta & Browns Hill Bevetts 1.10 221 244 0.891 886 28.5 Theta & Browns Hill Upper Theta 2.41 100 241 0.724 1,568 50.4 Theta & Browns Hill Lower Theta 3.70 100 370 0.888 2,956 95.0 Theta & Browns Hill Beta 2.49 100 249 0.383 859 27.6 Columbia Hill Columbia Hill Columbia Hill Columbia Hill Bevetts Upper Rho Lower Rho Upper Theta 2.89 2.43 2.51 1.08 114 393 550 114 330 956 1381 123 0.105 0.808 0.815 0.158 303 1,965 2,047 171 9.7 63.2 65.8 5.5 2.14 246 526 5.211 11,157 358.7 Total Indicated Mineral Resource Classification Reef Grade Open Pit Mine Reef Reef Grade g/t Reef Width cm Theta & Browns Hill Shale 1.11 216 Theta & Browns Hill Bevetts 1.07 213 cmgt Reef Tonnes Mt Kg 240 0.703 666 21.4 227 0.648 589 19.0 Content Au Content koz Theta & Browns Hill Upper Theta 1.86 100 186 1.071 1,692 54.4 Theta & Browns Hill Lower Theta 8.11 100 811 1.643 11,329 364.3 Theta & Browns Hill Beta 2.23 100 223 0.748 1,417 45.6 Columbia Hill Upper Rho 5.13 106 544 0.099 507 16.3 3.30 132 434 4.912 16,202 520.9 Reef Width Content Total Inferred Mineral Resource Classification Open Pit Mine Reef Reef Grade g/t cm Indicated Total Theta Project All 2.14 246 Inferred Total Theta Project All 3.30 2.70 Total Indicated and Inferred cmgt Reef Tonnes Mt Kg koz 526 5.2 11,157 358.7 132 435 4.9 16,202 520.9 190 514 10.1 27,359 879.6 27 Au Content Total Theta Project ‐ Mineral Resources, 16 May 2019 NOTES • Theta Project (Theta Hill, Browns Hill and Iota) cut-off is 0.35 g/t; • The gold price used for the cut-off calculations is USD 1,500 / oz; • Geological losses applied are 10% for inferred and 5% for Indicated and Measured; • Theta Hill and Browns Hill - Upper Theta Reef, Lower Theta Reef and Beta Reef are diluted grades over 100cm; • Historical mine voids have been depleted from the Mineral Resource; • The inferred Mineral Resources have a high degree of uncertainty and it should not be assumed that all or a portion thereof will be converted to Ore Reserves; • Mineral Resources fall within the mining right MR83 and MR341. ASX: TGM, TGMO Appendix A ‐ Resources Theta Project Ore Reserves for MR83 only, 16 May 2019 (The Ore Reserves exclude Inferred Mineral Resources) Mineral Resource Category in LoM Plan Probable Pit Browns Hill Probable Iota Probable Theta Hill Total g/t 3.24 Reef Tonnes kt 564 kg 1,826 oz 58,699 2.54 1,253 3,189 2.76 493 1,362 102,51 3 43,798 2.76 2,310 6,377 Grade Au Content 28 Notes: • Totals in the Ore Reserve may not add‐up due to rounding. • Mineral Resources are for MR83 only and excludes MR341. • No Inferred Mineral Resources are included in the Ore Reserve. 205,01 0 ASX: TGM, TGMO