2026 Annual Report
Released
Released
Announcement PDF
G O L D M I N E S
A N N UA L
R E P O R T
2 0 2 6
2 THETA GOLD MINES LIMITED | ANNUAL REPORT 2026
CONTENTS
Chairman’s Letter 3
Significant Milestones Achieved In 2026 4
Review Of Operations 6
Project Highlights 7
Construction Of TGME Gold Plant In Progress 8
Project Permits and Approvals 15
Environmental, Social & Governance (ESG)
and Sustainability 16
Corporate Funding 18
Revised Feasibility Study 20
Financials 33
Outlook Going Forward 34
Ore Reserve and Mineral Resource Statement
and Disclaimers 36
Mining Rights and Applications for Mining Rights 41
Corporate Governance Statement 44
Directors’ Report 50
Remuneration Report 65
Directors’ Declaration 72
Consolidated Entity Disclosure Statement 73
Auditor Independence Declaration 74
Financial Report 75
Auditor’s Report 117
Shareholder Information 122
Directory 124
3
CHAIRMANS LETTER
Dear Fellow Shareholders,
On behalf of the Board of Directors, I am pleased to present the
2026 Annual Report for Theta Gold Mines Limited (“Theta”)
(ASX: TGM). FY2026 was the year Theta converted the TGME
Gold Project (“TGME”) from a development opportunity into a
fully-funded project under construction, with robust economics,
a clear path to first gold and substantial growth potential beyond
the initial mine plan.
Shareholders can now see the mine taking shape.
Bulk earthworks advanced, more than 70% of total concrete
volume was poured and structural steel began rising across the
processing plant. Work progressed in parallel across crushing
and screening, milling, Carbon-in-Leach, thickening, elution, the
gold room, water infrastructure and tailings facilities.
Building the mine
This visible progress marked Theta’s transition from developer to
mine builder. Civil works advanced towards plant assembly and
mechanical installation readiness. Key structural, mechanical,
piping and platework contracts were executed with PICM
and RM Process, while NMS Africa
was appointed to manufacture the
crushing and screening plant. The ball
mill, CIL tanks and process vessels
also advanced off-site in line with the
installation schedule.
At 30 June 2026, the Project remained
on budget, with construction and
recruitment progressing towards
commissioning and first gold.
Maintaining this delivery discipline
will be critical as Theta brings TGME
into production and establishes the
operating platform for its next stage
of growth.
Funding secured
Theta secured the capital platform
required to complete construction. In
June 2026, the Company completed
an oversubscribed US$90 million
senior secured bond issue arranged
by Pareto Securities, attracting
support from international institutional
investors. Theta also completed an
US$18.6 million equity raising and option exercise, including
a US$10 million cornerstone investment from Chengtun Gold
(Hong Kong) Limited. Together, these transactions materially de-
risked the pathway to production.
Subsequent to year end, Theta satisfied all pre-disbursement
conditions and received the first US$37 million (A$51.2 million)
bond drawdown. This moved the funding programme from
commitment to deployment, providing capital to continue
construction and project development.
A high-margin, long-life project
The February 2026 revised Feasibility Study confirmed TGME’s
scale, margins and long-term value. At the study’s average gold
price of US$2,884 per ounce, the Base Case delivered a post-tax
NPV₁₀ of US$455 million, free cash flow of US$0.9 billion, a 77%
post-tax IRR and a 13.1-year mine life. Forecast all-in sustaining
cost was US$1,181 per ounce, with a 29-month post-tax
payback period.
At the US$4,500 per ounce spot gold price at the time of
drafting, the study’s sensitivity analysis indicates a post-tax
NPV₁₀ of approximately A$1.38 billion and a post-tax IRR of
118%, demonstrating TGME’s substantial leverage to the current
gold-price environment.
These economics underpin a compelling first stage while
preserving substantial expansion potential. Theta controls a
6.1-million-ounce Mineral Resource across the Eastern Transvaal
Goldfields. The modular plant, multiple mines and wider project
portfolio provide a pathway to increase production, extend mine
life and progressively convert more of the Company’s resource
base into shareholder value.
Responsible development
Responsible development remains central to TGME. The TGME
Gold Plant construction uses only local South African labour and
skills. No expats are based on site, enhancing local employment
opportunities. Theta also secured a 15-year Water Use Licence
for Rietfontein, meaning all four mines now hold Water Use
Licences. These permits support the water management,
waste infrastructure and rehabilitation activities required for
redevelopment and operation.
Board
Subsequent to year end, Ms Ching (Sharon) Iu joined the Board
as a Non-Executive Director. Her international mining, corporate
finance, capital markets and transaction experience strengthens
the Board as Theta moves through construction, commissioning
and into operations.
Outlook
FY2027 is about disciplined delivery: completing construction
safely, maintaining schedule and cost control, commissioning
the plant and achieving first gold in the first quarter of 2027.
With funding secured, construction advanced and robust
project economics, Theta has a clear line of sight to becoming a
producing, cash-generative gold company.
Importantly, first gold will mark the beginning of Theta’s next
strategic phase, not its end point. Establishing consistent
operating performance and cash flow will give the Company
a stronger platform from which to expand production, bring
additional mines into operation and unlock further value from
its 6.1 million ounce Mineral Resource. TGME’s modular
infrastructure, multiple mine opportunities and substantial
resource depth provide flexibility over the timing, scale and
funding of that growth.
The successful delivery of TGME therefore has significance
well beyond the initial operation. FY2027 can establish the
operating capability, infrastructure and financial base required to
progressively build a larger, long-life South African gold business.
This is the strategic optionality now emerging for shareholders: a
funded project approaching production, supported by a portfolio
capable of delivering meaningful expansion over time.
On behalf of the Board, I thank our employees, contractors,
community partners and advisers for their contribution. I also
thank our shareholders for their continued support as we build
South Africa’s next gold mine and position Theta for its next
phase of growth.
Bill Guy
Charles (Bill) Guy
Chairman
3
4
SIGNIFICANT
MILESTONES
ACHIEVED IN 2026
• Debt Funding Secured for US$90 Million (A$126 Million)
successfully settled a Binding Secured Callable Bond Issue
provided by Norwegian based Bond providers through
Pareto Securities Pty Ltd (Perth branch), providing financial
certainty of project funding. The Bond was issued on
12 June 2026 via a Term Sheet to fund the construction
and development of the TGME Gold Mine Project in South
Africa. Argonaut Limited (Perth Branch) acted as debt and
financial advisors in completion of the funding transaction.
• First Drawdown of A$51.2 Million (US$37 Million)
completed on 10 September 2026 following completion
of pre-disbursement conditions precedent under the
US$90 million (A$126 million) Bond facility. The Company
can progressively draw down the remaining funding
requirements of the project, subject to completion of
‘cost to complete’ tests.
• Completed several successful equity raisings during the
year to complement debt funding and strengthen the
Company’s balance sheet. A total of US$42.88 Million
(A$62.2 Million) was raised via private placement with
new and existing cornerstone investors, institutional and
professional investors and an opportunity offered to existing
shareholders via a Share Purchase Plan.
• Transitioned from project planning into full construction at
the TGME Gold Project, marking the Company’s evolution
from a developer towards a gold producer and completion
of bulk earthworks and major civil construction across the
processing plant and infrastructure areas.
• Continued construction and advancement of the Transvaal
Gold Mining Estate Project towards production including:
– Water management infrastructure
– Plant foundations
– Site access and civil works
– Electrical infrastructure installations
– Early processing plant preparation.
• Engineering & Procurement advance with the Award
numerous key construction contracts during the year,
including:
– Crushing and screening plant
– Two ball mills
– Civil construction
– Processing plant works
– On site concrete batch plant
– Infrastructure packages.
• Additional 174,000 ounces of near-surface mineralisation
added into the early mine schedule to improve project
economics and accelerate cash generation.
• Strengthened the Board and executive leadership team
through strategic appointments to support transition into
construction and operations including the appointment
of Mr Bill Richie Yang to Executive Director, and the
appointment of two non-executive directors during the
year, with the appointment of Hansjoerg Plaggemars in
September 2025 who represents long term institutional
investors, Deutsche Balaton, Delphi and Sparta Group
and the appointment of Ching (Sharon) Iu in July 2026
an accomplished mining executive and corporate finance
professional who in representing cornerstone investors,
Chengtun Mining Group.
• Strengthen of the balance sheet and conversion of all
unsecured debt including A$7.8 million convertible loan
facility to shares in February 2026 and the successful
novation of long-standing unsecured loan to APCIG
converted to shares in early August 2026.
• These milestones collectively established the operational,
financial, and construction foundations required to move
the TGME Gold Project towards first gold production.
Revised
Feasibility
Study (FS)
Was released on 3 February 2026 with a Base Case
position of A$1.4 Billion Free Cash Flow and NPV after
tax of A$689 Million. The FS confirms a Life of Mine
(LOM) of 13.1 years and contains a high-margin return
after applying an AISC of A$1,787 against current spot
gold prices around the US$4,000 oz.
Progressed
procurement
and mobilisation of long-lead equipment including
acquisition and construction of twin ball mills, advanced
processing plant refurbishment and installation activities
and Continued development of mining infrastructure
necessary for commencement of operations.
5
Figure 1: Summary of key milestones to achieve production taken from TGM’s June 2026 investor presentation
Figure 2: Construction of earth works and terraces at site Figure 3: Ball mill and milling circuit construction advancing within the processing plant area
PATHWAY TO PRODUCTION
6 THETA GOLD MINES LIMITED | ANNUAL REPORT 2026
REVIEW OF
OPERATIONS
OVERVIEW
Theta Gold Mines Limited (“the Company” or “Theta
Gold” or “TGM”) is a gold exploration, construction
and development company moving into gold
production in 2027 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. Theta
dominates and controls the Transvaal Goldfield,
which is the third-largest goldfield in South Africa.
The Company’s shares are listed on the Australian
Securities Exchange (ASX: TGM).
Phase One of the Company’s TGME Underground
Gold Mine Project (“the Project” or “TGME Project”)
comprises four existing mines: Beta, Frankfort,
Clewer-Dukes Hill-Morgenzon (“CDM”) and
Rietfontein. The Project is located near the historic
gold-mining town of Pilgrim’s Rest in Mpumalanga
Province, approximately 370 km north-east of
Johannesburg and 95 km north of Nelspruit, the
provincial capital. The broader project area covers
approximately 620 square kilometres, or 62,000
hectares, and contains more than 43 identified
historical mines.
In addition, the Company released a revised
Feasibility Study in February 2026. The revised study
includes 174,000 oz of surface sources of gold in the
mine schedule and 13.1 year mine life. The TGME
Gold Project has strong cash flows.
In February 2026, the Company released a revised
Feasibility Study incorporating 174,000 oz of surface
gold sources into the mine schedule and confirming a
13.1-year mine life. The revised study demonstrates
strong projected cash flows for the TGME Gold
Project.
The addition of 174,000 oz from surface gold
sources, comprising historical rock dumps and
tailings storage facilities, is intended to provide
sufficient plant feed from the commencement of
production. This will allow underground development
to progress while the plant produces gold doré from
surface material.
Decision to Mine
The Board of TGM approved the Decision to Mine
(“DTM”) for the TGME Gold Mine Project in South
Africa on 1 July 2025. The decision followed the
commencement of bulk earthworks and initial civil
engineering works at the site. As at 30 September
2026, plant construction was well advanced, with
earthworks completed and 65% of civil construction
complete. Installation of the twin ball mills was
underway, while the remaining long-lead plant items
had been ordered and were at various stages of
fabrication, delivery or installation.
7
PROJECT HIGHLIGHTS
REVISED FEASIBILITY STUDY
(TGME UNDERGROUND GOLD MINE PROJECT)
FS BASE CASE HIGHLIGHTS:
Key operational results of the Revised Feasibility Study (FS):
• Production Start:
• Head Grade LoM:
• Base Case - Production:
• Base Case - Production:
• Production Ramp-up:
• Ore Reserve Plan:
• Gold plant:
• Infrastructure:
Q1 2027 (TGME Gold Plant currently under construction)
4.96 g/t Base Case
871 Koz 4.28 g/t recovered grade (86.2% recovery)
1.06 Moz @ 4.96 g/t mine grade
Peak Production over 115 koz
514 koz @ 4.11 g/t recovered grade (85.2% recovery)
Plant construction underway
Existing surface/underground works, permitting in place
ROBUST BASE CASE FINANCIALS: (GOLD PRICE (AVG)
US$2,884/OZ, (A$4,365[1]/OZ)) (REVISED 3 FEBRUARY 2026)
• Free Cashflow: US$0.9 billion, (A$1.4 billion)
• Post-tax NPV10%: (at a 10% discount rate) of US$455 m, (A$689 m)
• Revenue: US$2.5 billion, (A$3.8 billion)
• Post-tax IRR: 77%
• Life of Mine (LOM): 13.1 years
• All in sustaining cost: US$1,181/oz, (A$1,787/oz)
• Project payback: 29 months (from start of mining)
• Peak funding: US$77 m, (A$116 m)
1
Exchange rate USD:AUD applied throughout this document is 0.6606
Base Case – Production
1.06 Moz
@ 4.96 g/t mine grade
Free cash flow
post tax
US $933m
THETA GOLD MINES LIMITED | ANNUAL REPORT 2026
8
CONSTRUCTION AND DEVELOPMENT
OF THE TGME GOLD PLANT IN
PROGRESS
TGM has taken significant steps towards advancing the TGME Gold Mine Project in South Africa, with
multiple work fronts progressing simultaneously across plant construction, equipment fabrication and site
infrastructure, including:
• The processing plant footprint is well established, with structural steel erection for the gold room and mill
close to completion
• Civil works are well advanced across the crushing and screening plant, Carbon-in-Leach (CIL) circuit, milling
circuit, thickener and elution circuit, with more than 70% of the total concrete volume poured.
• Key infrastructure progressing well, including water management systems and processing ponds
• Active earthworks, access roads and material handling areas supporting site execution
• Critical long-lead equipment advanced off-site, including ball mills now already installed and key plant
components approaching delivery-ready status
• CIL tanks and process vessels are undergoing final fabrication and coating, aligned with the
installation schedule
• Groundworks are well advanced for the upgrade of the Tailings Storage Facility (TSF)
• The 56-person administration building is close to completion and will accommodate mining and processing
management personnel.
CRUSHING AND SCREENING PLANT
• Civil foundations and structural support are nearing completion
• Manufacture of the crushing plant is progressing well
• Delivery is expected towards the end of September 2026
BALL MILL AND MILLING CIRCUIT
• Civil foundations and structural supports established, progressing to installation readiness
• Twin ball mills are now installed, with assembly nearing completion
• Structural steel and platforms in place, supporting transition to mechanical installation
CIL CIRCUIT
• Tank base construction advanced, with reinforced foundations and equipment pedestals underway
• Structural integration progressing, aligned with tank delivery and installation schedule
• Circuit layout clearly defined within plant footprint
9
TAILINGS THICKENER
• Foundations and support plinths completed, bund walls in progress and area advancing to be ready for
structural and tank installation
ELUTION CIRCUIT AND PUMP CELLS
• Civil works well advanced, supporting upcoming mechanical and piping installation
CIL TANKS AND PROCESS VESSELS
• Fabrication well advanced, including:
– Tank shells installed with structural supports
– Nozzles, manways and lifting features fitted
• Multiple vessels in coating and finishing, nearing delivery-ready status
STRUCTURAL STEEL AND MODULAR BUILD
• Significant quantities of structural steel have been fabricated and staged for delivery
• Modular platforms and walkways have been manufactured
• Structural erection underway on site, progressing plant build-up
TAILINGS STORAGE FACILITIES (TSF)
• Contractors’ mobilisation to the site completed
• TSF cut and fill ground works are currently underway
• Orders have been placed on long lead items
Figure 4: TGME Gold Project Processing Plant (Plan View) Figure 5:
Aerial view of TGME site highlighting plan footprint integrated construction progress
1 0
Figure 6: Elution circuit foundations
Figure 8: Gold Room construction continues - steel works
Figure 10: Ball Mill - complete shell, feed/discharge ends, drive interface
Figure 7: Thickener tank/processing area foundations
Figure 9: CIL Tank fabrication
Figure 11: Bulk Earthworks cut and fill requirements (Red area to be cut and Green to be filled)
THETA GOLD MINES LIMITED | ANNUAL REPORT 2026
1 1
Figure 12: Integrated Water Management Systems
Figure 13: Civil Engineering works
The image below showcases the network design of integrated water management systems, featuring robust dams, purpose-built channels
for clean and dirty water, and advanced stormwater culverts, all working in harmony to safeguard and optimise water resources.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2026
1 2
Figure 14: On-site concrete batching plant established to support project construction
1 3
Figure 16: Elution circuit construction in progress
Figure 15: Concrete foundation works completed for the CIL plant
1 4
Figure 17: Ball mill plant construction in progress
THETA GOLD MINES LIMITED | ANNUAL REPORT 2026
1 5
Figure 18: Refurbishment works underway on oxidation tanks
PROJECT PERMITS AND APPROVALS
The Company continues to progress the regulatory and environmental approvals required to support the development and redevelopment of
its mining operations in South Africa. The mining right for the TGME Underground Mines, MR83, was renewed on 9 May 2025 for a further
13 years, executed on 3 June 2025 and registered with the Mining Titles Office on 14 November 2025, extending its expiry date to 8 May
2038. Key environmental and operational approvals for the MR83 Underground Project are in place, including the Integrated Environmental
Authorisation, Integrated Water Use Licence and amended Atmospheric Emission Licence, which increased the authorised design capacity
of the TGME Gold Plant to 100,000 tonnes per month.
The Company is also progressing the regulatory requirements for its Rietfontein Underground Mine Redevelopment Project. An Integrated
Water Use Licence was granted on 24 June 2026, while the Integrated Environmental Authorisation and associated amendments remain
pending. The Company remains focused on obtaining the necessary regulatory approvals to support its planned mining activities and the
sustainable development of its Mineral Resources.
Figure 19: Employees participating in a workplace safety and training session at TGM’s South
African operations
Figure 20: Employees participating in computer-based training and workplace skills
development at TGM’s South African operations
THETA GOLD MINES LIMITED | ANNUAL REPORT 2026
1 6
Figure 22: TGM’s Strategy to Sustainability
ENVIRONMENTAL,
SOCIAL &
GOVERNANCE (ESG)
& SUSTAINABILITY
At Theta Gold, we are acutely aware of the unique
challenges and responsibilities associated with operating
in the South African mining industry. Our commitment
to sustainability is not just a catchword; it is a guiding
principle that shapes our operations.
The Company has completed a preliminary report on its
carbon footprint and atmospheric emissions, including
carbon dioxide and other gases. In accordance with
the Corporate Accounting and Reporting Standard and
IFRS S2, the Company is committed to disclosing its
preliminary estimated greenhouse gas (GHG) emissions,
as detailed below.
The Company has adopted energy-saving methods where
possible. One recent example is the installation of solar
panels over the car-parking areas. These panels provide
160 watts of power that can be utilised at the plant and in
other areas.
Carbon Footprint (tons CO2e)
TGME TOTAL 212.01
212.01 212.01 100.00%
Figure 21: Solar power car park and battery system
1 7
THE FOLLOWING OUTLINES
THETA’S COMMITMENT TO
SUSTAINABILITY:
Environmental Stewardship:
Recognising the potential environmental impacts of
our operations in South Africa, we are committed to
responsibly managing the land and resources on which
we depend and which we share with our neighbours,
landowners and future generations.
We will continue to adopt approaches that minimise
water usage, prevent contamination and ensure the
safe disposal of waste, prioritising the health of the
surrounding environment and our stakeholders.
Workplace Health and Safety:
The safety and well-being of our workforce are
paramount. We have implemented rigorous safety
protocols, regular training sessions, and health
initiatives to ensure that our employees work in a safe
and supportive environment.
• Zero Harm focused on visible, felt leadership and
discouraging undesirable behaviour and acts
• HIV and AIDs programme
• TB programme
• Other HSE’s programme
• Employee wellness programme
• Substance abuse programme
• Communicable diseases protocols
• Various mine safety training courses
Biodiversity Conservation:
Our operations are designed to minimise disruption
to local ecosystems where possible. We actively
engage in rehabilitation activities and promote
initiatives to ensure that local biodiversity is
investigated, understood and managed to achieve
the best outcomes.
Community Engagement:
We believe in fostering strong, positive and engaging
relationships with the communities in which we
operate. This involves regular consultations,
transparent communication, and initiatives aimed
at ensuring that local communities benefit from our
presence in the regions we operate.
Greenhouse Gas Emissions:
Through continual improvement, Theta Gold is actively
working to reduce the carbon emissions that will be
generated by its mining operations. The adoption
of renewable energy sources and energy-efficient
technologies will allow us to develop an understanding
of the technologies available to the industry and how
they may be incorporated into our future operations in
South Africa.
Ethical Governance and Anti-Corruption
We operate with the highest standards of integrity
and transparency. Our governance structures are
designed to prevent bribery, corruption, and other
unethical practices. The Company established the
Social and Ethics Committee in July 2024, along
with policy documentation which is available on the
Company’s webpage.
Ecological Compensation Program -
Implementation Agreement
An independent environmental scientist has
been requested to provide a proposal to develop
guidelines for implementing the compensation
programme developed in 2022. The proposal
will include recommendations regarding the
Implementation Agreement.
Some key points to be addressed as part of the
Ecological Program:
• Develop an integrated rehabilitation plan for
upper catchments and coordination capacity
• Control dense invasive alien plants in nature
reserves and revegetate affected areas
• Install and maintain firebreaks
• Develop and implement biocontrol release
programmes
• Implement erosion-control measures
• Implement measures to improve the hydrogeology
of the local catchment.
1 8
CORPORATE
FUNDING
FY2026 FUNDING OVERVIEW
During the year ended 30 June 2026, Theta
Gold Mines Limited completed a major
funding programme comprising approximately
US$29 million (A$36million) in equity funding,
together with the issue and settlement of a
US$90 million Senior Secured Callable Bond.
In addition, approximately US$5 million
(A$7.8 million) of existing convertible-loan
principal and accrued interest was converted into
equity, strengthening the Company’s balance
sheet and reducing corporate debt.
On 29 June 2026, the Company announced a
further US$18.6 million (A$27 million) equity
raising and option exercise. The transaction was
completed after year-end, on 3 July 2026, and is
therefore treated as a subsequent event rather
than as funding completed during FY2026.
COMPLETED FUNDING
TRANSACTIONS - 1 JULY 2025
TO 30 JUNE 2026
US$4 Million Private Placement -
July 2025
On 3 July 2025, the Company completed a
US$4 million (approximately A$6.0 million) private
placement to existing institutional investor Hong Kong
Ruihua Green Development Limited. The Company
issued 47,337,278 fully paid ordinary shares together
with 23,668,639 attaching unlisted options. The
funds were directed towards early development and
construction activities at the TGME Gold Mine Project
and general working capital.
Placement and Cornerstone Investment –
October 2025
On 14 October 2025, the Company completed the
first stage of a major equity funding program, receiving
approximately US$12.9 million (A$19.6 million).
This comprised approximately US$7.9 million
(A$12.0 million) before fees from professional
and sophisticated investors through the issue
of 57,142,855 shares at A$0.21 per share, and
US$5.0 million (approximately A$7.6 million) from
Cornerstone Investors under the first tranche of the
Company’s cornerstone investment arrangements.
Share Purchase Plan - November 2025
The Company completed its Share Purchase Plan
(SPP) during November 2025, raising approximately
A$120,000 before costs. A total of 571,425 new
fully paid ordinary shares were issued at A$0.21 per
share. Participating shareholders were also entitled to
attaching options on the basis of one option for every
2.38 shares subscribed for, with an exercise price of
A$0.32 and an 18-month expiry period.
Conversion of Convertible Loans -
February 2026
During February 2026, the Company completed
the conversion of approximately A$7.8 million of
outstanding unsecured convertible loan principal and
accrued interest. The Company issued 44,029,575
fully paid ordinary shares at a conversion price of
A$0.17647 per share together with 10,000,000
unlisted options. The conversion removed the
outstanding convertible loan liability from the
Company’s balance sheet and strengthened the
capital structure ahead of completion of project debt
financing. This conversion did not represent new cash
funding during FY2026.
Tranche Three Cornerstone
Investment and Director Participation -
February 2026
On 13 February 2026, the Company received a
further US$7.0 million, equivalent to approximately
A$10.3 million, in equity funding. This comprised
US$6.0 million, equivalent to approximately
A$8.8 million, from cornerstone investors Hongkong
Ruihua Investment Management Limited and Jingsha
Diao, and US$1.0 million, equivalent to approximately
A$1.5 million, from NC New Energy Limited, an
associate of Non-Executive Director Brett Tang. The
Company issued 66,184,225 new fully paid ordinary
shares and 27,808,499 attaching unlisted options in
connection with these investments.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2026
1 9
US$90 Million Senior Secured Bond -
June 2026
In June 2026, Theta Gold completed a US$90 million
Senior Secured Callable Bond Issue, representing
a major project financing milestone for the TGME
Gold Mine Project. The bond was arranged by Pareto
Securities and attracted demand from international
institutional investors. The transaction settled on
12 June 2026, with net proceeds available for
drawdown subject to satisfaction of the applicable
condition’s precedent. The bond financing is
principally directed towards completing construction
and development of the TGME Gold Mine Project.
The financing structure provides for no principal
repayments for the first 30 months, followed
by quarterly amortisation, and does not require
mandatory gold hedging or the issue of options,
warrants or royalties to bond investors.
Funding Position at 30 June 2026
The financing activities completed during FY2026
represented one of the most significant funding
periods in Theta Gold’s history. The combination of
institutional equity, cornerstone-investor support, the
conversion of existing debt and the establishment
of the US$90 million institutional bond financing
significantly strengthened the Company’s funding
position and provided the financial foundation for
construction, commissioning and the commencement
of gold production at the TGME Gold Mine.
SUBSEQUENT EVENT –
FUNDING TRANSACTIONS
COMPLETED POST
30 JUNE 2026
US$18.6 Equity and Unlisted Option
exercise completed
On 29 June 2026, the Company announced a
further US$18.6 million (A$27 million) combined
equity raising and exercise of existing unlisted
options. As completion occurred on 3 July 2026, the
t
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