Announcement PDF 30 September 2021 ASX ANNOUNCEMENT 30 June 2021 Annual Financial Statements – Extended Reporting and Lodgement Deadlines Theta Gold Mines Limited (“Theta Gold” or “Company”) (ASX: TGM | OTC: TGMGF) advises that, in view of challenges surrounding the impacts of Covid19 and with international operations in South Africa, the Company is relying on the relief granted by ASIC in ASIC Corporations (Extended Reporting and Lodgement Deadlines – Listed Entities) Instrument 2020/1080 dated 25 November 2020 (ASIC Relief) to extend the lodgment date for its audited annual accounts required to be lodged with ASIC under section 319 of the Corporations Act (Cth). The Company advises that the audit of Theta’s annual accounts is well advanced but remains incomplete as at the date of this announcement. The Company’s draft, unaudited annual accounts for the year ended 30 June 2021 are enclosed with this ASX announcement. Theta’s audited annual accounts will be lodged on the earlier date of the finalisation of the audited annual accounts or 4 months after the end of the financial year. The Company confirms that it will immediately make a further announcement to the market if there is a material difference between its unaudited annual accounts and its audited annual accounts. As previously announced, the Company has completed the funding initiatives announced on 2 August 2021, which combine a secured bond, a 3-stages equity funding and a SPP for a total just over A$10 million. The share and option issues are scheduled to be completed this week. A comprehensive Investor Presentation on Theta’s activities was released to the market earlier today. This announcement was authorised for release by the Board of Directors. For more information please visit www.thetagoldmines.com or contact: Bill Guy, Chairman Theta Gold Mines Limited T: + 61 2 8046 7584 billg@thetagoldmines.com Investor Relations Australia: Ben Jarvis, Six Degrees Investor Relations: +61 (0) 431 271 538 https://twitter.com/ThetaGoldMines https://www.linkedin.com/company/thetagoldmines/ ABOUT THETA GOLD MINES LIMITED Theta Gold Mines Limited (ASX: TGM | OTC: TGMGF | FSE: 3LM) 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 of a new gold processing plant within its approved footprint at the TGME plant, and for the processing of the initial ore reserves. The Company aims to build a solid production platform to over 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 as part of the country’s ESG initiatives. 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 Theta Gold Mines Limited ACN: 131 758 177 Unaudited Draft Financial Statements For the Year Ended 30th June 2021 Theta Gold Mines Limited ABN 30 131 758 177 Suite 80, Level 35 (Servcorp), International Tower One, 100 Barangaroo Avenue, Sydney NSW 2000 Tel: +61 2 8046 7584 Email: info@thetagoldmines.com www.thetagoldmines.com Theta Gold Mines Limited - ACN 131 758 177 Consolidated Statement of Financial Position USD'000 30-Jun-21 USD'000 30-Jun-20 200 180 147 172 - 380 380 319 319 43 1,563 1,099 15,760 525 18,991 34 1,235 916 11,379 19,371 13,883 12 14 1,556 7,257 1,498 5,775 13 257 9,069 828 8,101 9,069 8,101 84 1,554 1,638 106 1,578 1,684 TOTAL LIABILITIES 10,707 9,785 NET ASSETS / (LIABILITIES) 8,663 4,098 87,881 7,793 (87,011) 0 8,663 81,349 5,373 (82,624) 0 4,098 ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventories Other financial assets Non-current assets held for sale TOTAL CURRENT ASSETS NON-CURRENT ASSETS Receivables Other receivables Property, plant and equipment Exploration expenditure Other financial assets Rehabilitation investment funds TOTAL NON-CURRENT ASSETS 7 8 7 9 10 11 TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables Borrowings Share application held in trust Provisions Liabilities - assets classified as held for sale TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Borrowings Provisions TOTAL NON-CURRENT LIABILITIES EQUITY Issued capital Reserves Accumulated losses Non-controlling interest TOTAL EQUITY 14 13 15 17 13,564 Theta Gold Mines Limited ACN 131 758 177 Consolidated Statement of Profit and Loss Note Other income Finance costs Exploration expenditure Operating expenses Other expenses Profit on sale of subsidiary 3 3 USD'000 30-Jun-21 USD'000 30-Jun-20 154 (972) (1,090) (2,534) 52 0 (4,390) 231 (710) (841) (4,170) 0 0 (5,490) Discontinued operation Loss for the period (4,390) (5,490) Other comprehensive income, net of tax Exchange difference on translating foreign operations Other comprehensive income for the period, net of income tax 1,891 1,891 (2,287) (2,287) Total comprehensive loss for the period (2,499) (7,777) (4,390) 0 (4,390) 0 (5,490) 0 (5,490) (2,499) 0 (2,499) (7,777) 0 (7,777) (0.9) (0.9) (1.3) (1.3) 3 Loss attributed to: Equity holders of the parent Non-controling interest Total comprehensive income attributable to: Equity holders of the parent Non-controling interest Loss per share (cent) Basic Diluted 6 6 Theta Gold Mines Limited - ACN 131 758 177 Consolidated Statement of Cashflows USD '000 June 2021 USD '000 June 2020 Cash flows from operating activities Payments to suppliers and employees Payments for exploration expenditure Interest received Interest paid Tax paid Net cash outflow from operating activities (2,876) (1,090) 6 (53) 0 (4,013) -3,014 -618 27 -18 -204 -3,827 Cash flows from investing activities Payments of property, plant and equipment Payments for exploration expenditure Proceeds from disposal of property, plant and equipment Payment of loan Net movement in rehabilitation investment Net movement in security deposit Net cash inflow from investing activities (36) (2,157) 56 (525) 0 0 (2,662) -715 -1,493 59 -40 -2,189 7,244 (512) 0 (5) 6,727 6,115 -384 62 -120 5,673 53 147 -343 489 200 146 Cash flows from financing activities Proceeds from issue of shares and other equity securities Payment of share issue costs Proceeds from borrowings Repayment of borrowings (Decrease) / Increase in finance lease obligation Net cash inflow from financing activities Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of period Exchange rate adjustments Cash at the end of the period Theta Gold Mines Limited ACN 131 758 177 Issued capital Equity reserve Consolidated Statement of Changes in Equity Asset revaluation reserve 7,552 30 Option premium reserve Balance 1 July 2019 per 2020 annual report Loss for the period Other comprehensive income Total comprehensive income Reversal of reserve Recognition of share based payments Issue of options Issue of shares Cost of shares issues Balance 30 June 2019 75,629 198 6,115 -395 81,349 7,552 - 198 Balance 1 July 2020 Loss for the period Other comprehensive income Total comprehensive income Issue of options Reversal of asset revaluation reserve Recognition of share based payments Issue of shares Cost of shares issues Balance 30 June 2021 81,349 7,552 - 198 Share based payment reserve 3,214 Foreign exchange reserve -3,693 Accumulated losses -77,134 -5,490 -2,287 -2,287 -5,490 3,603 -5,980 -82,624 3,603 -5,980 -82,624 -4,390 -30 389 1,891 1,891 -4,390 -4,089 -87,014 391 141 6,853 -321 87,881 7,552 - 198 4,135 Attributable to owners of the parent Noncontroling interest 5,796 -5,490 -2,287 -7,777 -30 389 6,115 -395 4,098 - 4,098 -4,390 1,891 -2,499 391 141 6,853 -321 8,663 - - - - - Total 5,796 -5,490 -2,287 -7,777 -30 389 6,115 -395 4,098 4,098 -4,390 1,891 -2,499 391 141 6,853 -321 8,663 Theta Gold Mines Limited - ACN 131 758 177 Year ended 30 June 2021 Note 3 USD'000 Jun-21 USD'000 Jun-20 Profit / loss from operations (a) Other income Interest income Fair value adjustment on convertible note Other income (b) Finance costs Loans and bank overdraft Finance leases Convertible notes (c) Operating expenses Administration expenses Consultants expenses and professional costs Employee and contractor expenses Depreciation Share Based Payments Impairment of mining asset Other operating expenses Reclassified as exploration exp (e) Other expenses Provision for doubtful debts Other expenses 68 0 86 122 0 109 154 0 231 0 972 0 0 972 710 0 0 710 0 0 448 1,064 1,969 32 141 0 -31 3,624 -1,090 2,534 0 455 694 1,726 31 389 204 1,512 5,011 -841 4,170 0 0 -52 -52 0 0 0 Theta Gold Mines Limited - ACN 131 758 177 Year ended 30 June 2021 Note 4 - KEY MANAGEMENT PERSONNEL COMPENSATION 2021 2020 USD USD Short-term employee benefits Post-employment benefits Share-based payment 770,346 19,373 23,551 813,271 818,440 26,346 339,512 1,184,298 2021 2021 SHORT-TERM BENEFITS POST- EMPLOYMENT Term ination SHARE-BASED Pension and Super- Cash and Salary Fees Annual leave annuation Other AUD AUD AUD AUD Shares Options/ Rights Benefits Total AUD AUD AUD /Units AUD D ire c t o rs 233,400 - - - - 11,960 - M r R Tho mso n 65,435 - 7,240 - - - - 72,675 M r B R Yang 169,997 - - - - 14,607 - 184,604 M r. Y. Liu 50,000 - - - - - - 50,000 B Tang 45,661 - 4,338 - - 7,303 - 57,302 F B ehnken 50,000 - - - - (2,472) - 47,528 B ill Guy 245,360 O t he r Ke y M a na ge m e nt P e rs o nne l M r. C.H. Lim 150,000 - 14,250 - - - - 164,250 M r. G. Jenkins 262,516 - - - - - - 262,516 1,027,009 - 25,828 - - 31,398 - 1,084,235 Total Key Managem ent Personnel 2020 2020 SHORT-TERM BENEFITS POST- EMPLOYMENT Term ination SHARE-BASED Pension and Super- Cash and Salary Fees Annual leave annuation Other AUD AUD AUD AUD Shares Options/ Rights Benefits Total AUD AUD AUD /Units AUD D ire c t o rs B ill Guy 225,000 - - - - 116,789 - 341,789 M r R Tho mso n 250,000 11,204 21,003 - M r B R Yang 209,996 - - - - 27,013 - 309,220 - 145,530 - M r. Y. Liu 49,999 - - 355,526 - - - - 49,999 B Tang 46,023 - 3,977 - - 72,765 - 122,765 F B ehnken 50,001 - - - - 34,509 - 84,510 O t he r Ke y M a na ge m e nt P e rs o nne l M r. C.H. Lim (A ppo inted 17 M arch 2017) 150,000 5,801 14,250 - - 21,611 - 191,662 M r. G. Jenkins 210,000 10,640 - - - 87,318 - 307,958 1,191,019 27,645 39,230 - - 505,535 - 1,763,429 Total Key Managem ent Personnel Theta Gold Mines Limited ACN 131 758 177 Year ended 30 June 2021 Note 5 AUDITOR'S REMUNERATION USD Jun-21 Audit and review of financial report - Ernst & Young, Australia - Ernst & Young, South Africa 70,808 43,505 64,258 38,952 114,313 103,210 0 17,087 114,313 120,297 Taxation services - Ernst & Young, South Africa Total USD Jun-20 Theta Gold Mines Limited Year ended 30 June 2021 Note 7 USD'000 Jun-21 USD'000 Jun-20 Trade and other receivables Current Trade receivables Tax receivable Other receivables Non-current Security deposits Theta Gold Mines Limited ACN 131 758 177 Year ended 30 June 2021 Note 9 USD'000 Jun-21 OTHER RECEIVABLE Rehabilitation Investment Fund 1,563 1 69 109 180 - 84 88 172 - 43 34 USD'000 Jun-20 1,235 Theta Gold Mines Limited ACN 131 758 177 Year ended 30 June 2021 Note 10 Property, plant and equipment Land and buildings Land and buildings - at cost Less accumulated depreciation Plant and machinery Plant and machinery - at cost Less accumulated depreciation Motor vehicles & other Motor vehicles & other- at cost Less accumulated depreciation Total Property, plant and equipment USD'000 Jun-21 USD'000 Jun-20 476 -220 256 472 -248 224 1,686 -887 798 1,454 -785 669 173 -128 45 152 -129 23 1,099 - 916 - 224 -4 37 257 -1 432 -6 -155 -47 224 - 669 -0 -13 141 798 0 74 700 -5 -14 -86 669 - 23 36 -4 28 15 - -15 6 45 -0 -4 -10 -6 23 - Movements: Land and buildings Opening net book value Depreciation Impairment Disposal Land and buildings held for sale Exchange rate effect Closing net book value Plant and machinery Opening net book value Additions Disposals Impairment Depreciation Reclassification from development expenditure Exchange rate effect Closing net book value Motor vehicles Opening net book value Additions Disposals Impairment Depreciation Exchange rate effect Closing net book value NOTE: Plant and machinery includes a used ball mill which TGME acquired for a price of R5,500,000 (excl transport and installation). Theta Gold Mines Limited ACN 131 758 177 Year ended 30 June 2021 Note 11 USD'000 Jun-21 Exploration expenditure Exploration expenditure - at cost Less accumulated amortisation Movements: Opening net book value Additions Disposals Amortisation Impairment Reclassification to plant and equipment Exchange rate effect Closing net book value Theta Gold Mines Limited ACN 131 758 177 Year ended 30 June 2021 Note 12 USD'000 Jun-21 Trade and other payables Current Trade payables Employee benefits Accrued expenses USD'000 Jun-20 17,759 -1,999 15,760 - 13,028 -1,649 11,379 - 11,379 1,849 -0 2,532 15,760 - 12,375 1,426 -2,422 11,379 - USD'000 Jun-20 488 1,068 1,556 927 571 1,498 Theta Gold Mines Limited ACN 131 758 177 Year ended 30 June 2021 Note 13 Provisions Current Provision for employee benefits Provision for audit fees Provision for tax Provision for tax penalty Non-current Rehabilitation provision Balance at beginning of year Changes in estimate during the year Exchange rate effect USD'000 Jun-21 USD'000 Jun-20 175 -668 751 257 - 143 64 621 828 - 1,578 -337 314 1,554 1,688 223 -333 1,578 Theta Gold Mines Limited ACN 131 758 177 Year ended 30 June 2021 Note 14 Borrowings Current Secured Convertible security - at fair value through profit and loss Bank overdraft Vendor finance Finance lease Unsecured Loan - related party Loan - unrelated party Convertible note Other Total current borrowings USD'000 Jun-21 USD'000 Jun-20 80 - Total non-current borrowings Total borrowings 62 - 80 62 7,064 113 7,177 5,610 103 5,713 7,257 - 5,775 - 84 84 106 106 Non-Current Secured Vendor finance Total non-current borrowings Unsecured Loan - related party Convertible note - - - 84 7,340 106 5,881