Announcement PDF 16 August 2019 ASX ANNOUNCEMENT UNLISTED OPTIONS LAPSED Theta Gold Mines Limited (ASX: TGM, TGMO) advises that 222,223 unlisted options exercisable at $0.30 each lapsed on 15 August 2019. Following the lapse of the above options, the capital structure of the Company is as follows – Fully paid ordinary shares (ASX: TGM) Listed options exercisable at $0.30 each on or before 31 October 2020 (ASX: TGMO) Unlisted options and performance rights (details in Annexure A) Number 400,839,918 31,429,663 37,871,081 For further information please contact: Project Enquiries: Rob Thomson, Managing Director Theta Gold Mines Limited M: +61 409 843 963 E: robt@thetagoldmines.com Investor Enquiries: Bill Guy, Chairman Theta Gold Mines Limited T: + 61 2 8912 2126 E: billg@thetagoldmines.com ABOUT THETA GOLD MINES LIMITED Theta Gold Mines Limited (ASX: TGM, TGMO) 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 Mines core project is TGME, located next to the historical gold mining town of Pilgrim’s Rest, in Mpumalanga Province, some 370km east 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 planned refurbishment of the existing CIL plant and nearby mines/prospects with the intention of resuming gold production and is considering open pit mining where it has identified mineral resources amenable to open pit production. The Company has completed a detailed feasibility study and is in the process of seeking approvals for open pit mining on the existing mining licences held. The Company aims to build a solid production platform to over 100kozpa based primarily around shallow, open‐cut or adit‐entry hard rock mining sources. Theta Gold Mines 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 Mines Limited ABN 30 131 758 177 Level 32, 101 Miller Street, North Sydney NSW 2060 Tel: +61 2 8912 2126 Email: info@thetagoldmines.com www.thetagoldmines.com Annexure A Theta Gold Mines Limited Unlisted Options and Performance Rights Number OPTIONS 614,449 1,000,000 274,449 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. 13,171,081 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 37,871,081 TOTAL OPTIONS AND PERFORMANCE RIGHTS Exercise Price Expiry Date $0.30 $0.30 $0.30 $0.15 $0.20 $0.20 21 Aug 2019 22 Aug 2019 1 Sep 2019 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