Announcement PDF GOLD MINES A N N UA L R E P O RT 2 0 2 4 CONTENTS Chairman’s Letter 2 Significant Milestones Achieved in 2024 3 Review of Operations 4 FY24 Highlights 5 Theta’s TGME Underground Gold Mine Definitive Feasibility Study (FS) 12 Environment, Social and Governance (ESG) 22 Ore Reserve and Mineral Resource Statement 31 Disclaimer’s 34 Corporate Governance Statement 37 Directors’ Report 42 Remuneration Report 53 Directors’ Declaration 61 Consolidated Entity Disclosure Statement 62 Auditor Independence Declaration 63 Financial Statements 64 Independent Auditor’s Report 101 Shareholder Information 106 Directory 108 1 THETA GOLD MINES LIMITED | ANNUAL REPORT 2024 CHAIRMANS LETTER Dear Fellow Shareholders, On behalf of the Board of Directors, I am pleased to present the 2024 Annual Report for Theta Gold Mines Limited (ASX: TGM). The Company has made significant progress over the last twelve months. The company is advancing the TGME Underground project on the ground. The team is on-site completing execution documentation and final design for the gold plant build process. RM Process and Eco Elementum have been appointed to complete the final designs for the plant, tailings, and water management. They assist Theta and Power China in compliance with local regulations. RM Process, a South African-based process engineering company, will assist with the Final designs of the TGME Gold Plant and will form part of the execution team with Theta and Power China. The Eco Elementum group of companies provides an array of independent, multidisciplinary, and integrated environmental science, engineering, and construction services. Eco Elementum will assist with the final designs of water management systems and assist the design team in environmental and legal compliance with the Water Use Licence During the year, the company has also examined tailings and rock dumps with high gold prices. With the 174,000 oz of gold sitting on the surface, the company has been examining ways to accelerate the path to gold production. Theta selected Power China subsidiary as the preferred EPC partner to build stage one of its TGME Gold Plant and TSF facilities estimated at US$30 million1. In July 2022, the Company completed a FS for the first four mines Beta, CDM, Frankfort and Rietfontein (TGME Underground Gold Project). The Base Case life of mine (LOM) plan will comprise a 12.9-year mining operation starting in 2024 to deliver production of 1.24 million ounces of contained gold. Peak production is expected to be over 100,000 ounces per year. By adding the fourth mine Rietfontein to the mining schedule, there has been a significant scale-up from the April 2021 pre-feasibility study with a production rate of just above 60,000 ounces per annum. Underground mining will deliver higher-grade ore to the gold plant with a much smaller environmental footprint that’s well supported by the local community and key stakeholders, with access to a larger resource base of 4.5 million ounces of underground mineral resources. Environment, Social and Governance (ESG) The Company’s focus remains to work closely with our stakeholders and communities to strengthen the existing relationships and, to establish a mutually beneficial relationship that is healthy and sustainable. The TGME Stakeholder Forum continues to gain good momentum with open and honest communications between all parties. Theta is also developing an Ecological Compensation Programme. Independent Environmental Scientist has been requested to provide us with a proposal to develop a guideline for the execution of the compensation programme that was developed in 2022. This plan will include recommendations on the Implementation Agreement. Moving forward into the 2025 financial year, the company will target finalising funding arrangements and begin construction of the TGME Gold Project. As part of this due diligence process, the Power China team has been onsite drilling and collecting samples for metallurgical test work with the Theta team. The test work has assisted in refining the final plant design and evaluating the tailings at the TGME mine site. We appreciate the continued support from our shareholders, and we welcome new shareholders to the share register. The Company looks forward to continuing to progress project development and deliver good news for shareholders in 2024. The TGME Underground Feasibility Study (FS) was completed in July 2022, at $1642 USD gold price. Now the gold price is trading at all time high levels above 2,600+ USD at the time of this report. Thank you for your continued support. Bill Guy Charles (Bill) Guy Chairman Refer to ASX Release dated 14 February 2024 titled, “Theta Gold selects PowerChina’s subsidiary as its preferred EPC Partner to build its stage one TGME Gold Plant and TSF Facilities estimate at US$30 million”. 1 2 SIGNIFICANT MILESTONES ACHIEVED IN 2024 • Received the Water Use License for its TGME Gold Project over Mining Right 83 from the Department of Water and Sanitation (DWS) of South Africa; • Final Environmental Authorisation (EA) received for Mining Right 83 from the Department of Mineral Resource and Energy (DMRE) of South Africa as announced on 14 March 20244; • Granted a Water Use License (WUL) for Frankfort mine by the South African Department of Water and Sanitation (DWS) resulting in Frankfort being fully permitted; • Metallurgical Test Work completed and confirmed that gold is recoverable from the TGME Tailings Storage Facility and Rock Dumps5 (174,000 OZ AU); • Execution of A$46m (US$30m) nonbinding MOU2 with Yellow River Co. Ltd (“YRC”), a subsidiary of Power Construction Corporation of China (“PowerChina”) to build Theta’s Stage-one TGME Gold Plant (estimated at 45kt/month RoM capacity) including its talings storage facility and wastewater dams; • Redemption of 2Invest AG Secured Bonds for AU6 million as announced on 16 September 2024, allowing the Company to engage with financiers for the greater Capex requirements of project. Figure 1: Miners entering Frankfort gold Mine Refer to ASX Release dated 14 February 2024 titled, “Theta Gold selects PowerChina subsidiary as EPC partner”. Refer to ASX Release dated 11 April 2023 titled, “Theta Received Water Use Licence for Mining Right 83”. Refer to ASX Release dated 14 March 2024 titled, “Theta now fully permitted with mining right secured”. 5 Refer to ASX Release dated 30 July 2024 titled, “Metallurgical Test Results confirms that gold is recoverable from the TGME Tailings Storage Facility and Rock Dumps”. 2 3 4 3 THETA GOLD MINES LIMITED | ANNUAL REPORT 2024 REVIEW OF OPERATIONS OVERVIEW The TGME Project (Phase 1) incorporates the first four mines. In April 2021 Theta declared a maiden underground Mining Reserve of 419,000 oz @ 5.49 g/t Gold, along with the first Maiden Underground Pre-Feasibility Study. The Mining Reserve were based on only 16% of the 4.5 Moz underground gold resource and incorporated only three mines across the project area. Theta Gold Mines Limited (“the Company” or “Theta Gold” or “TGM”) is a gold exploration and development company that holds a range of prospective gold assets through its 74%-owned subsidiary Transvaal Gold Mining Estate Ltd (TGME) in a world-renowned South African gold mining region. The Company’s shares are dual listed on the Australian Securities Exchange (ASX: TGM). The Company’s TGME Underground Gold Mine Project (“The Project” or “TGME Project”) phase one consists of four existing mines, Beta, Frankfort, CDM and the Rietfontein mine. The Project is located next to the historical gold mining town of Pilgrim’s Rest, in the Mpumalanga Province, some 370km northeast of Johannesburg or 95km north of Nelspruit (the Provincial Capital City) and includes more than 43 historical mines identified across the vast prospective gold field of 620 square kilometres (62,000 hectares). The Company delivered its very first definitive Feasibility Study (FS) in July 2022 which presents a clear pathway to production via the re-development of TGME’s gold assets and is currently focused on the holistic strategy to deliver long term organic growth, with initial development focusing on the permitting of six mines to target a production profile of 160,000 ounces Au per annum. Figure 2: Drilling at TGME Tailings Dam Figure 3: Location of Theta Gold Mine Project 4 PROJECT HIGHLIGHTS US$843/oz DEFINITIVE FEASIBILITY STUDY (TGME UNDERGROUND GOLD MINE PROJECT) all-in-sustaining cost • TGME Feasibility Study6 (FS) delivers 1.24Moz contained gold production, underpinning an initial 12.9-year mine life; • Strong financial return based on LOM plan (at average gold price of A$2,189/oz) with first production targeted for 20247 including: – Undiscounted free cash flows of US$508m, (A$678m), pre-tax US$717, (A$956m); – NPV (at a 10% discount rate) of US$219m, (A$292m), pre-tax US$324m, (A$432m); – Capital payback period of 31 months; – Pre-tax IRR of 65%; and  ll-in-sustaining Cost (AISC) of US$834/oz A (A$1,112/oz) over LOM sits on the bottom quartile of South Africa and Australian gold producers; – Peak production over 100,000 oz Gold. • All-in-sustaining Cost (AISC) of US$834/oz (A$1,112/oz) over LOM sits on the bottom quartile of South Africa and Australian gold producers; • Peak Capital requirement is US$77m, (A$103m), total capital requirements US$174m, (A$232m); and US$77m • Front-End Engineering Design (FEED) of the TGME gold plant completed, forming an important input towards the finalisation of the definitive Feasibility Study (FS) of the TGME underground project8. peak capital requirements US$508m undiscounted free cash flows  efer to ASX release dated 27 July 2022 titled “Theta’s TGME Project Definitive FS Confirms NPV10% of R A$432 million at US$1,642/Oz Gold price.” First gold produced timing will be subject to securing funding and obtaining all necessary regulatory permitting approvals. 8 Refer to ASX release dated 20 June 2022 titled “TGME Gold Project Update”. 6 7 Undiscounted free cash flows of US$508m, (A$678m), pre-tax US$717, (A$956m); 5 THETA GOLD MINES LIMITED | ANNUAL REPORT 2024 OPERATIONS DRILLING AND SAMPLING ON THE TGME GOLD MINE TAILINGS DAM The Company announced that the Power China team has been onsite drilling and collecting samples for metallurgical test work. The test work will assist in refining plant design and evaluating the tailings at the TGME mine site. The tailings dams contain 140,000 oz gold and will be tested for metallurgical gold recovery. SGS South Africa (Pty) (Assay Laboratory) Ltd, engaged by TGM’s preferred Engineering Procurement and Construction (“EPC”) partner Power China subsidiary, (Yellow River Co., Pty (“YRC”) to complete a drilling and sampling program at various tailing dams around the Company’s TGME gold plant for metallurgical test work. The program was completed with a total of 407 meters drilled, 273.5 meters drilled into the TGME main and four (4) Blyde tailings and 133.5 meters into the Glynn’s tailings. Theta Gold currently records 141,000 ounces of gold JORC Resources across multiple tailings dams around the gold plant. In total, 174,000 gold ounces sit on the surface surrounding the TGME gold plant, including 140,000 ounces indicated as a resource in various tailings dams around the TGME plant area. Figures 4 & 5: Drilling team by SGS at the Blyde #2 tailings near the TGME Plant and drill samples been indexed by SGS team. The drill results for the TGME Main Tailings Storage Facility (“Main TSF”) have confirmed the tailings dams contain gold at the expected grades (See Table 1). Test results for metallurgical gold recovery were also positive. Figure 6: Location Map – TSF. 6 Table 1 at right is a summary of the drill results for the TGME Main TSF, where the Company is considering early processing/production through Theta’s new gold plant to provide early cashflow for the Company whilst development of the underground Beta Mine is underway. Composite samples were collected for metallurgical test work. These samples obtained from the main tailings dam were collected from drill samples and additional samples were collected from historic surface rock dumps via trenching. Table 1: Summary of TGME Main Tailings Dam drill results Hole Number Hole Depth Metres Number of Samples Per Hole Weighted Avr. Grade Per Hole (g/t) TGME 1 5 4 1.49 TGME 2 5 4 1.54 TGME 3 19.5 13 1.38 TGME 4 16.5 11 0.93 TGME 5 3 2 1.28 TGME 6 10.5 7 1.14 TGME 7 22.5 15 1.07 TGME 8 13 9 1.45 TGME 9 4 3 1.54 TGME 10 18 12 1.36 Figure 7: Drill hole location map of the holes drilled by SGS team at the TGME Main TSF 7 THETA GOLD MINES LIMITED | ANNUAL REPORT 2024 Table 2: Highlights the best laboratory results for the composite samples. Sample No. Type Head Grade Gold (g/t) Gold Recovery % TGME A Tailings Dam Material 1.24 g/t 58.95% Beta and Peach Tree Surface Rock Dump 0.94 g/t 95.43% Vaalhoek 1 Surface Rock Dump 1.19 g/t 95.46% Note: • TGME A sample: material from the main tailings dam • Top 9 metres of the Main Tailings Dam contains a high grade gold zone (Figure 7) • The Beta and Peach Tree samples are from surface rock dumps from the historical mining of the Beta mine, which is over 60% of the current mine schedule. • Beta Mine gold recovery in the Feasibility Study is set at 88%, results show a higher average recovery of 95%. • Vaalhoek 1 samples – collected from the Vaalhoek mine area. Vaalhoek resource currently does not form part of the LOM schedule. Figure 8: Shows Main Tailings Dam cross section showing the distribution of gold values. Note the higher grades occur in the upper 9 metres. EXECUTION READINESS The Theta team is currently preparing the final execution documentation for the TGME Gold Plant build process. This way, the team will be ready when the final funding for the build process is secured. The final EPC contract will need to be completed with Power China before construction can start. RM Process and Eco Elementum have been appointed to complete the final designs for the plant, tailings, and water management. They assist Theta and Power China in compliance with local regulations. RM Process, a South African-based process engineering company, will assist with the Final designs of the TGME Gold Plant and will form part of the execution team with Theta and Power China. The Eco Elementum group of companies provides an array of independent, multidisciplinary, and integrated environmental science, engineering, and construction services. Eco Elementum will assist with the final designs of water management systems and assist the design team in environmental and legal compliance with the Water Use Licence. 8 WORK IN PROGRESS • Updated flow sheet • 75% completion of the scope of works • Draft schedule completed for the final plant designs • Draft schedules completed for the plant construction • Draft schedule completed for the dewatering plant, water management and tailings deposition ENGINEERING DRILLING As part of the water use licence conditions, Theta is required to drill geotechnical infill holes to ensure the tailings and existing Plant footprint are • 69% completion of the tender process and RFQ • RM Process and EcoE teams to visit the Mine in the week of 7 July 2024 • NDA’s out to all vetted possible OEMs • Team integration to start as of the first week of July 2024 (TGME, RM and EcoE) • Long leading items identified and 71% completed • Project Execution Plan at 82% completed • Data sets at 72% completed not affected by dolomites (voids in the bedrock). The old gold plant tailing has been in place for 40 years and was previously drilled. The first holes were completed at an average hole depth of 35m, with samples collected for rock classification and final designs. Figure 9: Engineering drilling team onsite near tailings dam. 9 THETA GOLD MINES LIMITED | ANNUAL REPORT 2024 ENVIRONMENTAL PERMITTING MR83 Mining Right (MR) 83 is now fully permitted for mining. MR 83 includes the Beta Mine, CDM Mine, and Frankfort Mine, three of the four mines included in the mining schedule of the Definitive Feasibility Study. Theta now has all the required approvals for MR 83 to start mining: • Atmospheric Emissions Licence (Gold Plant) • Explosive licence for transport and usage • Forrest Licence (Frankfort area) • MR 83 Environmental Authorisation • Water Use Licence (for tailings, plant and mining) • Environmental Rehabilitation Guarantee in place for MR 83 • Updated Social and Labour Plan for MR 83 • Heritage Record of Decision During September 2023, MR 83 had an objection lodged against its environmental approvals as part of a 90-day public review period9 by one individual out of over 900 public & private members. This objection was rejected by the Department of Forest Fishery and Environment (“DFFE”) and all other related departments. For the Rietfontein Mine, the environmental authorisation application was submitted to the DMRE on 10 October 2023 and the final scoping report was submitted on 20 November 2023. The DMRE accepted the Final Scoping Report on 5 April 2024 and TGME may now proceed to the EIA phase of the Environmental Authorisation (EA) application process. CORPORATE FUNDING Theta Gold Raised a total of AU$5 million, (US$3.3million) during 2024 fiscal year in development funding for the TGME gold mine project, and had received a further AU$21.2 million, (US$14 million) in commitments via share subscription agreements with proceeds to be received post 30 June 2024 as follows: 2023 PLACEMENTS COMPLETED: • AU$5 million, (US$3.3 million) of capital raised (before costs) via a Private Placement as announced to ASX on 4 July 202310 to strategic professional and sophisticated investors including cornerstone investor, Hong Kong Ruihua Investment Management Limited (Ruihua) numerous existing shareholders, new institutional, professional, and sophisticated investors. • The Company issued 76,923,077 new fully paid TGM Ordinary Shares at the issue price of AU$0.065 per share. CONVERSION OF OPTIONS: • AU$0.290 million, (US$0.188 million) of capital raised (before costs) via the conversion of 5,000,000 unlisted options into 5,000,000 new TGM fully paid ordinary shares as announced to ASX on 20 September 2023. The funds raised from the conversion were used to further advance the TGME gold project. • AU$0.068 million, (US$0.044 million) of capital raised (before costs) via the conversion of 1,000,000 unlisted options into 1,000,000 new TGM fully paid ordinary shares as announced to ASX on 9 November 2023. The funds raised from the conversion were used to further advance the TGME gold project. • AU$0.066 million, (US$0.043 million) of capital raised (before costs) via the conversion of 1,000,000 unlisted options into 1,000,000 new TGM fully paid ordinary shares as announced to ASX on 12 December 2023. The funds raised from the conversion were used to further advance the TGME gold project. 9 Refer to ASX release dated 11 September 2023 “ENVIRONMENTAL AUTHORISATION UPDATE FOR MR83”. Refer to ASX Released dated 4 July 2024 titled, “$5 Million Private Placement and Corporate Update”. 10 10 US$4 MILLION PRIVATE PLACEMENT • Theta further announced on the 26 June 2024 it had received firm commitments from existing and new sophisticated and wholesale investors to raise a further US$4.0 million (AU$6.02 million) (before costs) via Share Subscription Application(s) in a private placement, on the same terms as the previously announced Two-$10 million Placement announced on 6 May 2024. • Additional proceeds raised in the June 2024 Placement will result in the Company issuing approximately a further 46,276,113 million new fully paid TGM Ordinary Shares at the issue price of AU$0.13 (13 cents) per share along with approximately 23,138,057 new attaching Options to be issued on a one (1) free Option for every two (2) new TGM Shares issued in the June 2024 Placement. • Each Option will have an exercise price equal to an 8% discount to the 15-day VWAP to the last closing price at the time of exercise (but no less than AU$0.13), and an expiry date 2 years from the date of issue. Options issued under the Placement will not be quoted. POST – FY 24 COMMITMENTS VIA SHARE SUBSCRIPTIONS US$10 million Two-Tranche Placement: • The Company announced on 26 May 2024 a Share Subscription Agreement (Subscription Agreement) in a two-tranche Placement to raise approximately US$10.0 million (AU$15.2 million) (before costs) through a private placement (Placement) by an existing long term institutional investor of the Company. • Hong Kong Ruihua Investment Management Limited (“Ruihua”) had committed up to US$10.0 million (AU$15.2 million) in the placement. Ruihua is a wholly-owned subsidiary to its Nanjing based parent company Jiangsu Ruihua Investment Holding Group Co., Ltd (since 2003), a fund manager with over US$3 billion AUM who specialises in equity markets, including secondary market trading, private placements, venture capital and private equity activities. • Proceeds raised in the Placement will be provided in two-tranches and the Company will issue in total, approximately 116.93 million new fully paid TGM Ordinary Shares at the issue price of AU$0.13 (13 cents) per share along with approximately 58.47 million new attaching Options to be issued on a one (1) free option for every two (2) new TGM Shares issued in the Placement. • Each Option will have an exercise price equal to an 8% discount to the 15-day VWAP to the last closing price at the time of exercise (but no less than $0.13), and an expiry date 2 years from the date of issue. Options issued under the Placement will not be quoted. • Tranche 1 Shares and Options were issued on 18 September 2024. US$2 MILLION PLACEMENT Oversubscribed Private Placement: • The Company further advised on 16 September 202411 that it has received a firm commitment for an additional US$2 million (~AU$3 million) from institutional investors on the same terms as the US$10 million Two-Tranche Placement. • The Company issued approximately 23,048,11312 new TGM Shares, at the issue price of AU$0.13 (13 cents) per share, along with approximately 11,524,056 attaching options. 11 12 11 Ref to ASX Release dated 16 September 2024 titled, “US$8 million Private Placement and Full Redemption of AU$6 million secured bond. Number of new shares is calculated after conversion of USD to AUD at a rate of 0.6675 and applying the per share issue price of 13 cents. THETA GOLD MINES LIMITED | ANNUAL REPORT 2024 THETA’S TGME GOLD PROJECT DEFINITIVE FEASIBILITY STUDY (FS) The FS13 for the TGME Project was delivered on 27 July 2022, confirming Theta Gold’s potential to be a significant near-term, high-margin, low-cost gold production project with tremendous opportunities for future growth. Based on the FS results, the Project will provide robust financial returns from a long-life large underground mining operation for a modest capital investment given the scale of operations envisaged. The Project LOM will initially comprise a 12.9-year mining operation starting in, 202414 calendar year and delivering LOM production of 1.24 Moz of contained gold. The estimated peak development Capital Expenditure (“Capex”) is A$103 million, with the Project forecast to generate a pre-tax NPV10% of A$432 million and pretax internal Rate of Return (IRR) of 65% at a forecast average gold price of A$2,189 per ounce. Based on these metrics, the Project has a projected capital payback period of 31 months. The FS paves the way for a Final Investment Decision (‘FID’) by the Theta Gold Board in respect to funding negotiations and on-going discussions with financiers with respect to full/partial debt and equity funding options. Theta Gold has appointed a debt funding advisor to manage this important process and will provide updates in due course. KEY FEATURES OF PROJECT Table 3: Key Project Metrics Description Units Base Case Reserve Plan Project Start Date¹ Year 2024 2024 Commercial Production Start Date Year 2025 2025 Production build up period Months 14 14 Life of mine years 12.9 7.3 Underground ore mined (LOM) Mt 6.46 2.85 Mined Grade g/t 5.95 6.09 Gold Mined (LOM) Moz 1.24 0.56 Production Rate Kt/a 540 540 Production Rate Kt/m 45 45 Grind size µ 106 106 Gold recovered (average LOM) % 87 87 Gold recovered (LOM) Moz 1.08 0.49 Project economics below shows the sensitivities to the various gold price estimates and demonstrates the robust financial returns of the Project. The FS completed in July 2022 used an average gold price of USD 1,642 / Oz as a base case. 1. Start-up of project and commercial production is subject to receiving all necessary funding and permit approvals. 13 14 Refer to ASX Release dated 27 July 2022 titled “Theta’s TGME Project Definitive FS Confirms NPV(10%) of A$432 Million at US$1,642 / Oz Gold Price”. Start time will be dependent on securing necessary funding and permitting approvals. 12 Table 4: Project Economics at Various Gold Prices – Base Case (AUD) Project Economics at gold price Unit Forecast USD1,500/oz USD1,600/oz (USD1,642/ oz Avg) USD1,800/oz USD2,000/oz USD2,200/oz NPV @ 10% (real) Pre-tax AUDm 432 339 405 536 669 802 NPV @ 10% (real) Post-tax AUDm 292 232 274 359 447 533 IRR (%) Pre-tax % 65% 57% 64% 77% 90% 102% IRR (%) Post-tax % 57% 50% 56% 67% 78% 87% AISC AUD/oz 1,112 1,096 1,107 1,129 1,149 1,167 EBITDA annual average AUDm 92 77 87 107 128 148 EBIT annual average AUDm 80 66 76 96 116 136 Free Cash Flow (Pre-tax) AUDm 956 768 897 1,158 1,421 1,686 Free Cash Flow (Post-tax) AUDm 678 550 638 814 996 1,175 Development Capital – Peak Funding AUDm 102 102 102 102 102 102 Capital Sustaining AUDm 49 49 49 49 49 49 Payback post-tax Months 31 33 31 28 25 24 Capital Efficiency (Pre-Tax NPV/Dev Capital % 422% 332% 395% 524% 653% 783% Capital Efficiency (Post-Tax NPV/Dev Capital % 285% 226% 268% 351% 437% 521% NOTES: 1. Converted to AUD from USD using AUD:USD exchange rate of 1.333. 2. Due to rounding, numbers presented throughout this document may not add up precisely to the totals, provided and percentages may not precisely reflect the absolute figures. Figure 10: Annual Gold Production – Base Case 13 THETA GOLD MINES LIMITED | ANNUAL REPORT 2024 Figure 11: Annual and Cumulative Cash Flow (Post-Tax) – Base Case (AUD) NOTES: 1. Forecast Prices averaging USD1,642/oz over LOM. 2. Converted to AUD from USD at exchange rate of 1.333 AUD:USD. The TGME Project targets to restart historical underground gold mines located in a historically prolific gold mining region in the Mpumalanga Province of South Africa. The Project Areas are centred in the town of Pilgrims Rest, some 370 km due northeast of Johannesburg, and vast majority of the tenements were under TGME’s ownership since the late 1800s. The Project targets the Beta (including the Beta North, Beta Central and Beta South sections), Rietfontein, Frankfort and Clewer-Dukes Hill-Morgenzon (“CDM”) mines. A significant amount of gold resources remain underground which were not mined historically due to technological limitations or limiting ore characteristics. Beta is scheduled as the first operation to commence production, followed by Rietfontein, and finally CDM and Frankfort simultaneously. In comparison to CDM and Frankfort, Beta and Rietfontein are higher-grade mines. A gold plant, which acts as the central processing plant for all the historical operations, is situated in close proximity with a maximum distance to operations of approximately 40km. A new facility will be established on this footprint to treat all the ore from the surrounding operations. Two scheduling strategies have been investigated in the FS. The Base Case considers a LOM plan targeting the total Mineral Resources (Measured, Indicated and Inferred). The Ore Reserve Case considers a LOM plan targeting only Measured and Indicated Mineral Resources. This FS demonstrates the ability to achieve optimised cash flows by scheduling production from the operations. The mine designs and associated costs per operational element feed into a combined operations financial model. The Ore Reserve Case supports the declaration of compliant JORC Code 2012 Ore Reserves. TGME UNDERGROUND GOLD MINE DEVELOPMENT As part of the preparation for the installation of the first phase new gold plant, TGME had appointed the services of Jet Demolition to remove the redundant plant equipment. The process started in the second week of January 2022. Specialised equipment was utilised for demolition, after which it was reduced in size and made ready for transport to scrap merchants. The project to remove the old plant is now complete15. Processing consultants Met63 was contracted to do a detailed design and costing of a processing plant designed for a feed capacity of 45,000 tons per month which is equivalent to 67 tons per hour at 92% availability. A flow schematic is shown in Figure 12. 15 Refer to ASX release dated 4 March 2022 titled “DFS Update and High-Grade Ore Sweeped from New Historical Mines”. 14 Figure 12: Process Flow Schematic Phase 1 The FS has been split into three phases, allowing for various processing scenarios aligned with the mining development program. The design of each phase is based on a stand-alone processing facility aligned with the mining plan of the ore body. • Phase 1 – Carbon-in-Leach (CIL) Plant (Free-milling ore is process for the first 7 Years, see figure 12). The design and costing of a 45,000 tons per month oxide ore processing plant including crushing, milling, CIL and elution with gold Doré produced on site. Test work undertaken on various “free-milling” ores has indicate