Theta Gold Mines Limited ('Theta Gold' or the 'Company') (ASX: TGM) are pleased to announce the Company has received firm commitments from existing and new sophisticated and wholesale investors to raise a further US$4.0 million (AU$6.021 million) (before costs) via Share Subscription Application(s) in a private placement, (June 2024 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 2024 Placement will result in the Company issuing a further 46,276,1132 million new fully paid TGM Ordinary Shares at the issue price of A$0.133 (13 cents) per share along with approximately 23,138,057 new attaching Options to be issued on a one (1) free Option for every two (2) New TGM Shares issued in the June 2024 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 cents), and an expiry date 2 years from the date of issue. Options issued under the Placement will not be quoted.

New TGM Shares along with attaching Options in the June 2024 Placement will only be issued subject to the Company obtaining the necessary Shareholder approvals, which are to be sought at a General Meeting4 . Details of the time and venue for the General Meeting will be provided in a notice of meeting to be dispatched to shareholders shortly. The exact number of new TGM Shares and attaching Options will be subject to the conversion rate applied (USD:AUD) at the time funds are received by the Company. All funds have now been received by the Company. An Appendix 3B for the proposed issue of New TGM Shares and attaching Options for the June 2024 Placement will follow this announcement. Subsequent announcements relating to the completion of the June 2024 Placement along with completion of Tranche 1 and Tranche 2 relating to the TwoTranche Placement announced in May 2024 will be provided by the Company respectively. This placement was arranged by Golden Asian Investment Group Limited out of Hong Kong who acted as Lead Manager

Use of funds raised from the share placement as follows: o Complete funding packages for TGME Gold Project capital expenditures; o Complete required work in order to finalise the EPC contract for the construction of plant, TSF and waste water management systems including completion of construction tenders; o Development works for plant and TSF, and water management for TGME gold project; o Strengthen the Company's Balance Sheet and provide momentum to progress advancement of project activities; o Bond and loan interest repayments and o General working capital.

Chairman Mr. Bill Guy commented: 'The additional commitment of equity funding will support the Company to further advance its TGME Gold Project in South Africa. It's pleasing to receive the continued support from our existing long-term investors in the Company as we advance our gold asset to development stage'.

Contact:

Tel: + 61 2 8046 7584

Email: billg@thetagoldmines.com

ABOUT THETA GOLD MINES LIMITED

Theta Gold Mines Limited (ASX: TGM | OTCQB: TGMGF) 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 and financing of a new gold processing plant within its approved footprint at the TGME plant. The company has completed a Feasibility Study (FS) released to ASX on 27 July 2022, for the first four mines Beta, CDM, Frankfort and Rietfontein (TGME Underground Project). The Base Case LOM plan comprises a 12.9-year mining operation starting in 2023 and delivering production of 1.24 million ounces of contained gold. The estimated development capital or peak funding requirement is USD77 million (AUD102 million), with the Project forecast to generate a pre-tax NPV10% of USD324 million (AUD432 million) and pretax Internal Rate of Return (IRR) of 65% at the forecast gold price of averaging USD1,642/oz over the LOM. The Company aims to build a solid production platform to over next 5 years to 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.

(C) 2024 Electronic News Publishing, source ENP Newswire