Theta Gold Mines Limited: $5M to Fund Bulk Sampling Trial at Theta's Frankfort Mine

Sydney, Australia - Theta Gold Mines Ltd. (ASX:TGM) (FRA:3LM) (OTCMKTS:TGMGF) is pleased to announce that it has secured A$5 million in funding via three separate unsecured Convertible Loan Agreements ('Agreements') to fund the bulk trial sampling program at the Frankfort Mine along with working capital for the Company. The Agreements are with Deutsche Balaton AG for A$3.5 million, Golden Asia Investment Group Ltd ("GAIG") for A$1 million, and Aus Agriculture Pty Ltd ("AAPL") for A$500,000 respectively.

Shareholder approval is not required at this point for the funding, based on the current share price, the Company currently has adequate capacity to issue the required shares if the loan principal is converted under the Agreement. If shareholder approval becomes required, it will be sought, and the Company is not required to issue any shares until such approval is obtained.

An Appendix 3B* is attached following this announcement and estimates a potential 90,909,090 new TGM ordinary shares may be issued upon conversion of the Loans using the last trading price of TGM shares on 31 March 2023 of $0.055 per share. In addition, a further 3,142,857,000 ordinary shares may also be issued if certain milestone are met under the Convertible Loans establishment fee's Base Performance Hurdles (BPH) provisions.

Mr. Bill Guy, Executive Chairman of Theta commented:

"Deutsche Balaton AG is the controlling entity to the Company's existing significant shareholder, 2Invest AG who holds above 6% equity interest in TGM. This new funding deal came just after the decision makers of DB visited Theta's TGME mining camp following this year's February Cape Town Mining Indaba conference.

"We welcome the new funding deal as it allows the Company to start a commercial bulk mining project at our Frankfort Mine and start to generate cashflow immediately from ore to be processed through a very successful regional gold processing facility owned and operated by Pan African Resources plc's Barberton Mine. Following the successful processing of the 3,000 ton commercial bulk sample, the Board and Pan African Resources shall consider a longer ore supply contract for our Frankfort Mine.

"GAIG is an existing long-term shareholder of the Company based out of Hong Kong who's been very supportive of Theta's business plans and funding activities throughout the years.

AAPL, on the other hand, is also an existing shareholder and lender to the Company and I'd like to personally thank them for jointly supporting Theta's initial commercial bulk sampling work along with our German investors.

"Theta is in an advanced stage of its due diligence process for a AUD 110M gold stream with Sprott along with discussions with other project financiers to fund the company's start-up TGME Underground Gold Project. The Company shall provide separate updates on those progresses during Q2.

"We've completed the AUD 432M pre-tax project definitive feasibility study announced on 27th July 2022 at a conservative life-of-mine average gold price assumption of US$1,642/oz and conservative exchanges rates; the project is looking more and more profitable as time passes; gold price currently sits just under US$2,000/oz at the time of this announcement."

Frankfort / PAR Ore Milling Agreement

The current agreement executed between the Company's controlled subsidiary Transvaal Gold Mining Estates Ltd ("TGME") and PAR's wholly-owned subsidiary Barberton Mines (Pty) Ltd in South Africa, schedules for TGME to deliver from its Frankfort Mine 3,000 tons of ore as a bulk trial sample by July 2023.

TGME will cover its own mining and delivery costs only. Once delivered and accepted to PAR's Barberton gold plant, a revenue split (Gold Split) between the parties will apply, subject to the average recovered grade of gold ore delivered. Provided the average grade delivered to the plant is above 3g/t Au, the parties will be paid in accordance with the Gold Split, and no other toll/milling costs are required from the Supplier post-delivery. If the recovered grade of less than 3g/t is achieved, the Gold Split will cease and a processing cost per ton will be payable to PAR.

To view the Key Terms of the New Unsecured Convertible Notes, please visit:
https://abnnewswire.net/lnk/X4QH91QX

About Theta Gold Mines Limited:

Theta Gold Mines Ltd. (ASX:TGM) (OTCMKTS: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 Mines 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 of a new gold processing plant within its approved footprint at the TGME plant, and for the processing of the Theta Open Pit oxide gold ore. Nearby surface and underground mines and prospects are expected to be further evaluated in the future.

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.

Source:
Theta Gold Mines Ltd.

Contact:

Bill Guy, Chairman Theta Gold Mines Ltd. T: + 61 2 8046 7584 E: billg@thetagoldmines.com