2025 Annual Report
Released
Released
Announcement PDF
GOLD MINES
A N N UA L R E P O RT 2 0 2 5
ETHICAL MINING
WITH A FOCUS
ON ENSURING
S U S TA I N A B L E
PRACTICES
CONTENTS
Chairman’s Letter
2
Significant Milestones Achieved in 2025
3
Review of Operations
5
FY25 Highlights
6
Pre-Development Plant Construction Works Complete
7
Construction of TGME Gold Plant is in Progress
9
Project Permits and Approvals
12
Environment, Social and Governance (ESG)
13
Corporate Funding
15
Optimised Feasibility Study (FS)
17
Mining Processing Schedule
23
Geology
23
Processing
24
Financials
29
Corporate
29
Outlook Going Forward
30
Ore Reserve and Mineral Resource Statement
31
Disclaimer’s
34
Mining Rights and Application for Mining Rights
35
Corporate Governance Statement
37
Directors’ Report
42
Remuneration Report
52
Directors’ Declaration
60
Auditor Independence Declaration
62
Financial Statements
63
Independent Auditor’s Report
99
Shareholder Information
104
Directory
106
THETA GOLD MINES LIMITED | ANNUAL REPORT 2025
CHAIRMANS
LETTER
Dear Fellow Shareholders,
On behalf of the Board of Directors, I am pleased to present
the 2025 Annual Report for Theta Gold Mines Limited
(ASX: TGM). The Company has made significant progress
over the last twelve months.
Theta has begun construction, including earthworks and civil
engineering activities, at its flagship TGME Gold Mine Project
in South Africa. This marks a significant milestone in the
transition from development to construction. Bulk earthworks,
integrated water management, and civil engineering activities
are scheduled to commence in September 2025.
The first three mines and the gold plant footprint are now
fully permitted. The company has delivered a permitted gold
project into a strong gold market. Mining Right MR 83 was also
renewed until 2038.
During the year, the company has also examined tailings and
rock dumps with high gold prices. With 174,000 oz of gold
sitting on the surface, the company has been examining ways
to accelerate the path to gold production.
The positive news of approvals and the renewal of MR 83
allowed the board to announce a decision to mine. The
decision set the company on a clear path to production.
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.
In June 2025, the company announced it had received an
agreed credit-approved Loan Facility Agreement (“Facility”)
and indicative funding terms from the Industrial Development
Corporation of South Africa (“IDC”) for the joint funding of
the TGME Underground Gold Mine Project in South Africa
(the “Project”).
The company sees the IDC as a strong endorsement of the
project. IDC has a strong track record in project finance, having
been lending to mining companies across the African continent
since 1940.
ENVIRONMENT, SOCIAL AND
GOVERNANCE (ESG)
The Company is dedicated to working closely with our
stakeholders and communities to strengthen existing
relationships and establish new, mutually beneficial
partnerships that are healthy and sustainable. The TGME
Stakeholder Forum continues to gain momentum through open
and honest communication among all parties.
In September 2025, the company completed an optimised
feasibility Study. The optimised feasibility Study shows that
at a USD 2710 gold price, there is a dramatic improvement in
TGME Underground project economics from the 2022 FS.
As of 31 July 2025, Transvaal Gold Mining Estates Limited
(“TGME” or the “Company”) has achieved 1738 Progressive
Safe Return Shifts and 622,761 Fatality-Free Shifts.
The Optimised FS gives a post-tax @10% discount NPV of
over half a billion US dollars (503M USD). An improvement
of over 200% on the 2022 FS. Revenue is now over 3 billion
USD. EBITDA annual average is 124 M USD. The project is
cash-heavy, even using a very conservative 2,710 USD gold
Price. At a 3,000 USD gold price, further escalation in project
economics is achieved.
OUTLOOK
The company is advancing the TGME Underground project
on the ground. The on-site team has completed the
execution documentation and final design for the gold plant
build process.
The team completed the decommissioning of the old gold plant
in June 2025, in preparation for starting the bulk earthworks
and new plant build.
RM Process and Eco Elementum have been appointed to assist
with the final design procurement, the plant’s build process,
tailings management, and water management.
RM Process, a South African-based process engineering
company, assisted with the Final designs of the TGME Gold
Plant and will form part of the execution team with Theta.
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 build team
in environmental and legal compliance with the Water
Use Licence.
As we move into the 2025 financial year, our focus will be on
finalising funding arrangements and the construction of the
TGME Gold Project.
Theta Gold Mine is now focused on building South Africa’s
next gold mine. To be generating cash flow in 2027 with
a sophisticated modern gold plant. As we develop the
underground mines, we will move more of the resource base
into a proven and probable reserve, further strengthening the
project’s economics.
The gold plant modular design allows for production expansion
from Theta will transform into a gold producer with upside
potential in terms of exploration and the ability to enhance its
gold ounce production profile. Our aspirational medium-term
goal of 160,000 oz gold production is baked into plant design,
mine development, and the permitting schedule.
We appreciate the ongoing support from our shareholders and
welcome new investors to our share register. The Company
looks forward to advancing project development and providing
positive updates for shareholders in 2026. Thank you for your
continued support.
Bill Guy
Charles (Bill) Guy
Chairman
2
SIGNIFICANT
MILESTONES
ACHIEVED
IN 2025
•
Mr Plaggemars joins the Theta Board as a
non-executive and representative of long-term
investors, Deutsche Balaton, Delphi, and
Sparta Group.
•
TGME Gold Project – Shovel Ready.
•
First three mines and gold plant footprint
fully permitted.
•
Renewal of MR 83 to 2038.
•
Final design and engineering packages
completed for the Gold Processing Plant.
•
In June 2025, the company announced it has
received an agreed credit-approved Loan
Facility Agreement (“Facility”) and indicative
funding terms from the Industrial Development
Corporation of South Africa (“IDC”) for the joint
funding of the TGME Underground Gold Mine
Project in South Africa (the “Project”).
•
Redemption of 2Invest AG Secured Bonds for
AU$6 million as announced on 16 September
2024, allowing the Company to engage with
financiers for the greater Capex requirements.
•
Debt syndication process underway with strong
interest expected to lead to firm binding terms
following release of optimised feasibility study.
Optimised
Feasibility
Study (FS)
Released in late September 2025, replacing the
original 2022 FS study.
Bulk
Earthworks
Decision
to Mine
Board of TGM made the formal decision to
proceed with commercial production plans.
3
Water Management and Civils Contracts
Secured, Construction to Begins at the TGME
Gold Plant in September 2025.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2025
PATHWAY TO PRODUCTION
Figure1: Shown about is a summary of key milestones to achieve production taken from TGM’s July 2025 investor presentation.
Figure 2: Installation of temporary electrical plant supply
4
REVIEW OF
OPERATIONS
OVERVIEW
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. 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).
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).
In addition, the Company released an optimised
Feasibility Study in September 2025. The optimised
study includes surface sources of gold in the mine
schedule and 14.5 year mine life. The TGME Gold
Project has strong cash flows.
The addition of 174,000 oz of surface sources of gold
(rock dumps & tailing dams) ensures the mill can be
filled from day one of production. This will give the
team time to complete underground development
while producing gold bars
DECISION TO MINE
The board of TGM has now approved a decision
to mine (DTM) in June 2025 at the TGME Gold
Mine Project in South Africa. This decision is made
following the Company’s preparations to commence
bulk earthworks and initial civil engineering at the
site as well as the advancement in finalising debt
funding activities.
Figure 3: Location of Theta Gold Mine Project
5
THETA GOLD MINES LIMITED | ANNUAL REPORT 2025
PROJECT
HIGHLIGHTS
OPTIMISED
FEASIBILITY STUDY
(TGME UNDERGROUND
GOLD MINE PROJECT)
• Strong financial return based on LOM plan
(Base Case forecast at average gold price of
US$2,710, A$4,220/oz) with first production
targeted for Q1 20272 including:
TGME Optimised Feasibility Study1
(FS) delivers
1.14Moz
contained gold
production
– Undiscounted free cash flows of
US$1.2 billion (A$1.8 billion), pre-tax
US$1.7 billion (A$2.6 billion);
– NPV (at a 10% discount rate) of
US$504 million (A$784 million), pre-tax
US$727 million (A$1.1 billion);
– Capital payback period of 30 months;
– Post-tax IRR of 71%; pre-tax IRR of 78%
– Combined Underground Projects have an
AISC of US$1,101/oz (A$1,714/oz); and
– Peak Capital requirement is US$79 million
(A$123 million) , total initial capital
US$103 million (A$160 million) , and
– Peak production over 160,000 oz Gold by
year five.
Refer to ASX release dated 30 September 2025 titled “TGM Provides Optimised Feasibility
Study for its 6.1M Oz TGME Gold Mine Project to Produce US$1.2B Free Cash Flow”.
First gold produced timing will be subject to securing funding and obtaining all necessary
regulatory permitting approvals.
3
TGM is currently in discussion with debt financiers and has engaged an experienced debt
advisor to assist in the negotiation of term-sheets for funding of the Project. Further equity
raises are also planned to fund working capital and part of the project capital if required,
which may lead to dilution to existing shareholders.
4
The FS demonstrates that post to Peak Funding, the balance of Total Capital requirement
will be self-funded from project cashflow. The board may however, consider external
funding solutions such as via equity, debt, gold pre-sales, gold-streaming or a mixture of
these methods.
5
Refer to ASX release dated 20 June 2022 titled “TGME Gold Project Update”.
underpinning an initial 14.5-year mine life.
Front-End
Engineering
Design (FEED) of
the TGME gold
plant completed
1
2
forming an important input towards the
finalisation of the definitive Feasibility Study
(FS) of the TGME underground project5.
6
PRE-DEVELOPMENT PLANT
CONSTRUCTION WORKS COMPLETE
TGME PLANT SITE CONSTRUCTION READY:
• Pre-development plant construction preparation completed
• Earthworks and maintenance equipment now delivered to site
• Major deconstruction milestone: tanks, thickeners, and structures safely dismantled using mobile cranes
• Site cleared — bulk earthworks and civil works underway
• Electrical Installation to supply temporary power to plant
We completed the following tasks on-site as part of preparing to build the gold plant and finalising the execution
documentation which was executed in September 2025.
Description
Completed
Plant Process Design Engineers Appointed – RM Process
✓
Tailings and Environmental Engineers Appointed – Eco Elementum
✓
Additional Metallurgical Test Work
✓
Updated Process Plant Flowsheet
✓
Final Process Plant and Engineering Design
✓
Process Plant footprint layouts and Civil works
✓
Draft schedules for the plant construction
✓
Draft schedule for the dewatering plant, water management and tailings deposition
✓
Tender process and Requests for Quotes (RFQ)
✓
NDAs signed with all vetted possible Original Equipment Supplies (OEM’s)
✓
Long leading items identified completion
✓
Project Execution Plan completion
✓
Table 1: Provides a summary of the completed design and planning stages of the plant.
On finalising the geotechnical assessment, the plant’s footprint was designed, enabling bulk earthworks and
civil construction to commence once funding becomes available. The plant design incorporates a 2-meter loss
allowance beneath the raft foundations.
Eco Elementum Engineering (“ECOE”) was appointed on 1 July 2024, as the design consultants for the remining
of the TSF and the design of a dewatering plant. The remining project is structured in phases, with the initial
phase covering the Concept and Pre-Feasibility Study (“PFS”), followed by engineering/feed, procurement,
dewatering detailed design and integration, and construction.
7
THETA GOLD MINES LIMITED | ANNUAL REPORT 2025
The project began in July 2024, with dolomite
studies and samples from the TSF processed by
MAK Analytical Services to mimic the final tailings
product. These samples were handed to suppliers
of dry-stacking dewatering plants for testing and
design purposes.
ECOE was appointed to conduct a PFS on the
underground deposition of tailings from the
TGME process plant. The solution involves
using underground voids around the Beta Mine
for tailings storage, which will also allow for the
permanent closure of the old, mined areas,
enabling uninterrupted mining operations in
other areas.
The PFS aims to develop a cost-effective tailings
disposal solution by utilizing these underground
voids, with key objectives including:
• Providing adequate capacity for tailings storage.
• Ensuring ongoing mining operations by
managing tailings effectively.
• Facilitating the environmental rehabilitation of
old mined areas.
A backfill plant will be constructed on the surface,
and a conveyor or wet transfer system may be
implemented for efficient material handling.
A dewatering step will be necessary to ensure
tailings are prepared with the correct moisture
content for backfilling. The environmental
approval process for the backfill project is linked
to the completion of the PFS.
Figure 4: Demolishing and removal of old equipment at Plant
8
CONSTRUCTION
OF TGME GOLD
PLANT IN
PROGRESS
TGM has taken another major step forward by
locking in contracts with leading construction
partners PICM and Mainpro to deliver the critical
earthworks and civil phase of the TGME Gold
Mine Project. These trusted partners have been
selected to execute this critical phase of the
project, bringing not only a wealth of expertise
but also a proven track record in large-scale
infrastructure and resource developments.
We are also proud to announce that RMP and
Eco Elementum, who designed the project’s
processing plant, have been appointed under
the FIDIC red book (standard form contracts for
the design and construction of buildings and
engineering works) as the owners’ engineers
to oversee this phase of the project. Their
involvement will ensure that the highest standards
of quality, safety, and innovation are maintained.
Together, these appointments mark a pivotal
milestone in transforming TGME into South
Africa’s next producing gold mine, underscoring
TGM’s commitment to operational excellence,
sustainability, and stakeholder value creation.
The scope of works underway includes:
•
5 bulk earthworks platforms
•
721m of roads
•
1,355m of clean and dirty water channels
•
10,000m³ of concrete dams
•
135m³ CIL bund walls
•
5,540m³ plant civil works
These extensive cut-and-fill operations
are strategically designed to optimise site
conditions, laying the foundation for advanced
water management systems and critical
civil infrastructure.
Figure 5: Site visit with the execution team and contractors, August 2025
9
THETA GOLD MINES LIMITED | ANNUAL REPORT 2025
Figure 6: Bulk Earthworks cut and fill requirements (Red area to be cut and Green to be filled)
10
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.
Figure 7: Integrated Water Management Systems
Figure 8: Civil Engineering works
11
THETA GOLD MINES LIMITED | ANNUAL REPORT 2025
PROJECT PERMITS AND APPROVALS
Mining Right 83 is fully approved and permitted. During the year, it was renewed to 2038. MR 83 hosts the first
three gold mines in the Feasibility Study and plant footprint.
Rietfontein Environmental Assessment application commenced in October 2024 and is currently in the EIA
phase. The integrated EA application covers NEMA listed activities and NEMWA waste management activities
related to the redevelopment of the Rietfontein Underground Mine. It also includes a NEMA listed activity
requiring approval for an amendment to the mining right under Section 102 of the MPRDA.
The Company is confident that it can successfully implement its mining operations to better protect the strategic
water source and biodiversity area. It is of great concern to the local community and downstream farmers that
environmental degradation is accelerating in this catchment area. A positive response on the request to the
Minister will therefore be welcomed by stakeholders in the light of current challenges in the catchment, the
manageable environmental impacts from the proposed MR83 underground project, and the significant value
offering of the proposed Ecological Compensation Programme to support DFFE’s wider Environmental, Social
and Governance (“ESG”) objectives in the region.
Figure 9: Induction training on site with new contract employees from the local community
12
ENVIRONMENTAL,
SOCIAL &
GOVERNANCE (ESG)
& SUSTAINABILITY
The Company has completed a preliminary report on
its carbon footprint and emissions into the atmosphere
including carbon dioxide and other gases. In compliance
with Corporate Accounting and Reporting Standards
and IFRS S2 it will commit to disclosing its preliminary
estimated Greenhouse Gas (GHG) emissions levels into
the atmosphere as detailed below.
At Theta Gold, we are acutely aware of the unique
challenges and responsibilities that come with operating
in the mining industry in South Africa. Our commitment
to sustainability is not just a catch word, it is a guiding
principle that shapes our operations.
Carbon Footprint (tons CO2e)
TGME TOTAL
212.01
212.01
212.01
100.00%
Figure 10: TGM’s Strategy to Sustainability
13
THETA GOLD MINES LIMITED | ANNUAL REPORT 2025
THE FOLLOWING OUTLINES
THETA COMMITMENT TO
SUSTAINABILITY:
Environmental Stewardship:
Recognising the potential impacts of our operations in
South Africa on the environment, we are committed to
responsibly managing the land and resources on which
we depend and share with our neighbours, landowners
and future generations.
We will continue to adopt approaches to minimise
water usage, prevent contamination and ensure
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 disruptions to
local ecosystems where possible. We actively engage
in rehabilitation activities and promote initiatives
to ensure that local biodiversity is investigated,
understood, and managed for the best outcomes.
Greenhouse Gas Emissions:
Through continual improvement, we Theta Gold are
actively working to reduce our carbon emissions
that will be generated in our mining operations. The
adoption of renewable energy sources, energy-efficient
technologies, and carbon capture and storage
solutions will allow us to develop an understanding
of the technologies where available to the industry
and how to incorporate those into the future of our
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 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.
Some key points to be addressed as part of the
Ecological Program
•
Integrated rehab plan for upper catchments and
coordination capacity
•
On Nature Reserves, control dense IAPs
and revegetate
•
Install, and maintain fire breaks
•
Biocontrol development and release programs
•
Erosion control measures
•
Measure to improve hydrogeology of
local catchment
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.
15
Refer to ASX release dated 4 March 2022 titled “DFS Update and High-Grade Ore Sweeped from New Historical Mines”.
14
CORPORATE
FUNDING
Theta Gold raised a total of US$18.3 million, (AU$27.7
million), during 2025 fiscal year in development
funding for the TGME Gold Mine Project. commitments
via share subscription agreements with proceeds
received on 30 June 2025 as follows:
Tranche Two – Completed
31 October 2024
•
The Company announced on 1 October 20247
Tranche Two of a Share Subscription Agreement
(Subscription Agreement) in a two-tranche
Placement was completed with the Company
raising a further US$4.0 million (AU$6.2 million)
(before costs) through a private placement
(Placement) by an existing long term institutional
investor, Hong Kong Ruihua Investment
Management Limited (“Ruihua”).
•
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
which specialises in equity markets, including
secondary market trading, private placements,
venture capital and private equity activities.
•
The Company issued 46,276,113 new fully
paid TGM Ordinary Shares at the issue price
of AU$0.13 (13 cents) per share along with
23,138,057 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 Two Shares and Options were issued on
1 November 2024.
2025 PLACEMENTS
COMPLETED:
US$10 million Two-Tranche Placement:
Tranche One – Completed
17 September 2024
•
•
Hong Kong Ruihua Investment Management
Limited (“Ruihua”) had committed up to US$10.0
million (AU$15.2 million) in the placement and
currently holds 6.49% of the issued capital in the
company. 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
which 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 One Shares and Options were issued on
18 September 2024.
6
7
15
The Company announced on 26 May 20246 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.
Ref to ASX Release dated 26 June 2024 titled, “Theta completes a Further US$4 million private Placement to Complete the Detailed Engineering Design and Construction Tenders”.
Ref to ASX Release dated 26 June 2024 titled, “Theta completes a Further US$4 million private Placement to Complete the Detailed Engineering Design and Construction Tenders”.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2025
US$2 MILLION PLACEMENT:
Oversubscribed Private Placement:
•
•
The Company further advised on 16 September
20248 that it has received a firm commitment for
an additional US$2 million (AU$2.9 million) from
institutional investors on the same terms as the
US$10 million Two-Tranche Placement.
The Company issued 22,475,1369 new TGM
Shares, at the issue price of AU$0.13 (13 cents)
per share, along with approximately 11,237,668
attaching options.
2INVEST AG SECURED BONDS
REDEMPTION:
•
Following completion of the several private
placements, the Company announced10 it had
now fully redeemed the AU$6million Secured
Bond11 and all outstanding interest payments
from long term investor and lender, 2Invest AG
(“2Invest”).
•
On 30 July 2021, the Company announced it
had entered into a AU$6 million Secured Bonds
facility with 2Invest AG made up of fifteen (15)
‘bearer partial bonds’, each with a face value of
AU$400,000 and a maturity date of 31 January
2023, which was later extended by parties. This
full bond redemption frees up the project level
security package, allowing it to be used for
potential future project funding requirements.
CONVERSION OF OPTIONS:
The funds raised from the conversion of options were
used to further advance the TGME Gold Mine Project
in South Africa including mine design and plant
engineering development work.
US$4 MILLION PRIVATE
PLACEMENT:
Theta further announced on the 30 June 202513 it
had received firm commitments from existing and
new sophisticated and wholesale investor Hong Kong
Ruihua Green Development Limited 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-Tranche US$10 million Placement
announced on 6 May 2024.
•
Additional proceeds raised in the June 2025
Placement will result in the Company issuing
approximately a further 47,337,278 million
new fully paid TGM Ordinary Shares at the issue
price of AU$0.13 (13 cents) per share along
with approximately 23,668,639 new attaching
Options to be issued on a one (1) free Option for
every two (2) new TGM Shares issued in the June
2025 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.
The new shares and options were issued on
3 July 2025.
On 26 March 202512 the Company advised that
Pensworth Holdings Limited, a significant Hongkong
investor and shareholder in Theta Gold has elected by
notice to exercise 30,000,000 unlisted options into
fully paid ordinary shares in the Company as follows:
•
30,000,000 ordinary shares allotted on 26
March 2025, upon the exercise of 30,000,000
unlisted options issued on 17 October 2023 with
an exercise price of $0.12 and expiry date of 31
March 2025.
As a result of the conversion, the company raised
US$2.3 million (A$3.6 million) in additional funding.
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.
Refer ASX Announcement tit
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