Announcement PDF Rule 2.7, 3.10.3, 3.10.4, 3.10.5 Appendix 3B New issue announcement, application for quotation of additional securities and agreement Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12 Name of entity THETA GOLD MINES LIMITED ABN 30 131 758 177 We (the entity) give ASX the following information. Part 1 - All issues You must complete the relevant sections (attach sheets if there is not enough space). 1 +Class of +securities issued or to be issued Fully paid ordinary shares (ASX: TGM) 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 9,200,000 shares 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) Pari passu with existing fully paid ordinary shares + See chapter 19 for defined terms. 01/08/2012 5219556_029.doc Appendix 3B Page 1 4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? Yes If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $0.15 per share (total $1,380,000) pursuant to ASX announcement on 23 July 2019 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) For pre‐development expenditure on Theta open‐cut gold project, environmental bond obligations and general working capital 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? Yes If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i 6b 6c The date the security holder resolution under rule 7.1A was passed 30 November 2018 Number of +securities issued without security holder approval under rule 7.1 9,200,000 shares 6d Number of +securities issued with security holder approval under rule 7.1A 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h 6i 7 8 If securities were issued under rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements Dates of entering +securities into uncertificated holdings or despatch of certificates Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable) Nil Nil Nil N/A N/A Listing Rule 7.1 – 30,839,320 shares Listing Rule 7.1A – 38,337,325 shares (See attached Annexure 1 for further details) 4 September 2019 Number +Class 410,039,918 Fully paid ordinary shares 31,429,663 Options exercisable at $0.30 each, on or before 31 Oct 2020 + See chapter 19 for defined terms. 01/08/2012 5219556_029.doc Appendix 3B Page 3 9 10 Number +Class Number and of all +securities not quoted on ASX (including the securities in section 2 if applicable) 35,982,183 Refer Annexure 2 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) N/A +class Part 2 - Bonus issue or pro rata issue 11 12 13 14 Is security required? holder approval N/A Is the issue renounceable or non‐ renounceable? N/A Ratio in which the +securities will be offered N/A +Class of +securities to which the offer relates 15 16 17 18 +Record date entitlements N/A to determine N/A Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? Policy for deciding entitlements in relation to fractions Names of countries in which the entity has +security holders who will not be sent new issue documents N/A N/A N/A Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt acceptances or renunciations of N/A 20 Names of any underwriters N/A 21 22 23 24 25 26 27 28 29 30 31 32 Amount of any underwriting fee or commission N/A Names of any brokers to the issue N/A Fee or commission payable to the broker to the issue N/A Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders N/A If the issue is contingent on +security holders’ approval, the date of the meeting N/A Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled N/A If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders N/A Date rights trading will begin (if applicable) N/A Date rights trading will end (if applicable) N/A How do +security holders sell their entitlements in full through a broker? N/A How do +security holders sell part of their entitlements through a broker and accept for the balance? N/A How do +security holders dispose of their entitlements (except by N/A + See chapter 19 for defined terms. 01/08/2012 5219556_029.doc Appendix 3B Page 5 sale through a broker)? 33 +Despatch date N/A Part 3 - Quotation of securities You need only complete this section if you are applying for quotation of securities 34 Type of securities (tick one) (a) Securities described in Part 1 (b) All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities Entities that have ticked box 34(a) Additional securities forming a new class of securities Tick to indicate you are providing the information or documents 35 If the securities are equity securities, the names of the 20 largest holders of the  additional securities, and the number and percentage of additional securities + + + + held by those holders 36 If the securities are equity securities, a distribution schedule of the additional  securities setting out the number of holders in the categories + + + 1 ‐ 1,000 1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over 37 + A copy of any trust deed for the additional securities  Entities that have ticked box 34(b) 38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment + See chapter 19 for defined terms. 01/08/2012 5219556_029.doc Appendix 3B Page 7 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number 42 +Class +class Number and of all +securities quoted on ASX (including the securities in clause 38) Quotation agreement 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides. 2 We warrant the following to ASX.   The issue of the +securities to be quoted complies with the law and is not for an illegal purpose. There is no reason why those +securities should not be granted +quotation.  An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty   Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no‐one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted. If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted. 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. Sign here: ............................................................ Date: 4 September 2019 Company Secretary Print name: Chin Haw Lim == == == == == + See chapter 19 for defined terms. 01/08/2012 5219556_029.doc Appendix 3B Page 9 Appendix 3B – Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities Introduced 01/08/12 Part 1 Rule 7.1 – Issues exceeding 15% of capital Step 1: Calculate “A”, the base figure from which the placement capacity is calculated Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue 270,441,985 Add the following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items 25,143,471 shares on 05/09/2018 5,555,556 shares on 19/09/2018 15,555,556 shares on 03/10/2018 17,222,223 shares on 23/11/2018 22,777,778 shares on 31/01/2019 5,555,555 shares on 24/04/2019 19,139,999 shares on 09/05/2019 1,886,790 shares on 28/06/2019 94,339 shares on 25/07/2019 Total: 112,931,267 Subtract the number of fully paid ordinary securities cancelled during that 12 month period Nil “A” 383,373,252 Step 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 57,505,987 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued: 17,466,667 shares on 25/07/2019 • Under an exception in rule 7.2 9,200,000 shares on 04/09/2019 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items “C” 26,666,667 Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 57,505,987 Note: number must be same as shown in Step 2 Subtract “C” 26,666,667 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 30,839,320 [Note: this is the remaining placement capacity under rule 7.1] + See chapter 19 for defined terms. 01/08/2012 5219556_029.doc Appendix 3B Page 11 Part 2 Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” 383,373,252 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 38,337,325 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items “E” Nil Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 38,337,325 Note: number must be same as shown in Step 2 Subtract “E” Nil Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” 38,337,325 Note: this is the remaining placement capacity under rule 7.1A Appendix 3B – Annexure 2 Unlisted Options and Performance Rights Number OPTIONS 1,050,000 2,000,000 1,000,000 3,500,000 727,970 1,000,000 1,000,000 604,213 200,000 Performance Hurdle/Vesting Date (if applicable) Company achieving a market capitalisation of greater than $25,000,000 for a period of 10 consecutive trading days 20 day VWAP above $0.030. This performance hurdle must be achieved on or before the date that is three years from the date of issue of the Options. 200,000 20 day VWAP above $0.035. This performance hurdle must be achieved on or before the date that is three years from the date of issue of the Options. 11,282,183 TOTAL OPTIONS PERFORMANCE RIGHTS 4,670,000 Delineating a total of 300,000 ounces of gold ore reserves (in accordance with the JORC Code 20121) at grade of at least 2.5g/t Au, amenable to open‐cut mining on Mining Right 83, Mining Right 341 and Mining Right 10167 (under application). 5,070,000 Decision to Mine (Board approval to commence development of a gold mining operation) with all regulatory approvals secured. This performance hurdle must be achieved on or before the date that is 18 months from the date of issue of the performance right. 7,530,000 Achieving annualised production of 50,000 ounces of gold per annum over a consecutive period of 3 months. This performance hurdle must be achieved on or before the date that is 30 months from the date of issue of the performance right. 7,430,000 Achieving annualised production of 100,000 ounces of gold per annum over a consecutive period of 3 months. This performance hurdle must be achieved on or before the date that is 48 months from the date of issue of the performance right. 24,700,000 TOTAL PERFORMANCE RIGHTS 35,982,183 TOTAL OPTIONS AND PERFORMANCE RIGHTS Exercise Price Expiry Date $0.15 $0.20 $0.20 12 Oct 2019 12 Oct 2019 12 Oct 2019 $0.40 $0.19 $0.25 $0.30 $0.19 $0.35 12 Oct 2019 15 Jan 2020 18 Jan 2020 18 Jan 2020 13 Aug 2020 19 July 2022 $0.40 19 July 2022 Nil 27 June 2024 Nil 27 June 2024 Nil 27 June 2024 Nil 27 June 2024