Theta Gold Mines Limited: Funding Package to Accelerate TGME Project

Sydney, Australia - Theta Gold Mines Ltd. (ASX:TGM) (OTCMKTS:TGMGF) is pleased to advise that it has successfully secured a secured bond and equity funding for a total of A$10.6 million. The funds will be applied towards advancing the TGME gold project's environmental and water studies/approvals, early trial mining & bulk sampling programs, and to progress the Beta/Frankfurt/CDM mines' DFS and potentially deliver mineral reserve upgrades. The funding comprises:

(a) An A$6 million secured bond from 2Invest AG;

(b) A two-tranche, A$3.126 million equity placement to 2Invest AG and various Australian and overseas sophisticated and professional investors; and (c) A shareholder purchase plan of up to A$1.5 million, with up to A$1 million to be underwritten by 2Invest AG.

Commenting on the funding package, Theta Chairman Mr Bill Guy said:

"Backed by Delphi AG, 2Invest AG is the first large European fund to make a significant investment in Theta. We thank 2Invest AG for its support, confirming Theta meets its investment thesis. I am currently in South Africa onsite with our management team to review next phase of mine development in order to put the capital to good use for all shareholders."

"We welcome 2Invest AG as a new strategic financier and also thank all other new and existing domestic and international investors for their support as we advance into a very exciting growth phase for the Company in a significant gold field."

The Secured Bond

The secured bond comprises of fifteen (15) 'bearer partial bonds', each of face value $400,000 with the full principal repayment of the due by 31 January 2023, which is secured:

(a) over all present and future dividends, distributions, sale proceeds, liquidation proceeds and other payments received by the Company's South African subsidiary, Transvaal Gold Mining Estates Limited (South Africa) (Transvaal); and

(b) by way of a grant of an option right to 2Invest AG to acquire all present and future shares in Transvaal (the Secured Bond).

The Secured Bond requires an annualised cash coupon rate of 20% payable half yearly in arrears.

A condition for the grant of the Secured Bond is the Company issuing 7,500,000 options (exercisable at $0.275 on or before 31 July 2023) and 8,200,000 options (exercisable at $0.40 on or before 30 September 2023) to 2Invest AG (together, the Bond Options). The Bond Options will not be quoted on ASX and will be issued utilising a portion of the Company's existing 7.1 placement capacity.

Gilbert + Tobin acted as Legal Advisor to the Company for the Secured Bond.

Placement - 2Invest AG

The Company has entered into a subscription agreement with 2Invest AG to raise up to $2,500,000 (Subscription Agreement). Subject to the terms of the Subscription Agreement, the Company will issue up to 11,904,763 shares at a price of $0.21 per share with 5,952,382 options (exercisable at $0.40 on or before 30 September 2023) and 5,952,382 options (exercisable at $0.26 on or before 17 December 2021) free attaching to 2Invest AG (Placement). The Placement comprises three (3) tranches.

The first tranche of the Placement will comprise of 4,761,906 shares with 2,380,953 options (exercisable at $0.26 on or before 17 December 2021) and 2,380,953 options (exercisable at $0.40 on or before 30 September 2023) (Tranche 1 Placement). The 4,761,906 shares will be issued pursuant to the Company's 7.1A placement capacity and 2,380,953 options (exercisable at $0.26 on or before 17 December 2021) will be issued pursuant to the Company's 7.1 placement capacity. The 2,380,953 options (exercisable at $0.40 on or before 30 September 2023) is conditional upon shareholder approval at the extraordinary general meeting.

The second tranche of the Placement will comprise of 2,380,952 shares with 1,190,476 options (exercisable at $0.26 on or before 17 December 2021) and 1,190,476 options (exercisable at $0.40 on or before 30 September 2023) (Tranche 2 Placement). The Tranche 2 Placement is conditional upon shareholder approval at the extraordinary general meeting.

The third tranche of the Placement will comprise of up to 4,761,906 shares with 2,380,953 options (exercisable at $0.26 on or before 17 December 2021) and 2,380,953 options (exercisable at $0.40 on or before 30 September 2023) (SPP Underwriting). The SPP Underwriting is conditional on the Company completing an SPP (defined below) and upon shareholder approval at the extraordinary general meeting.

2Invest AG will receive the following fees for each tranche under the Placement:

(a) Tranche 1 Placement: 190,476 Shares upon placement of Tranche 1;

(b) Tranche 2 Placement: 95,238 Shares upon placement of Tranche 2. This fee is conditional upon shareholder approval at the extraordinary general meeting; and

(c) SPP Underwriting: 238,095 Shares upon the completion of the SPP (defined below). This fee is conditional upon shareholder approval at the extraordinary general meeting.

The options issued under the Placement will not be quoted on the ASX.

The Placement was conditional upon the Company and 2Invest AG entering the Secured Bond.

Placement - Equity Raise

In addition to the First Tranche Placement to 2Invest AG, the Company secured an additional $1,626,000 equity raising (before cost) via issuing of 7,671,430 shares along with 3,835,715 options (exercisable at $0.26 on or before 17 December 2021) and 3,835,715 options (exercisable at $0.40 on or before 30 September 2023) to various Australian and overseas sophisticated and professional investors.

The 7,671,430 shares and 3,835,715 options (exercisable at $0.26 on or before 17 December 2021) will be issued pursuant to the Company's placement capacity. The 3,835,715 options (exercisable at $0.40 on or before 30 September 2023) is conditional upon shareholder approval at the extraordinary general meeting.

Sydney based Viriathus Capital Pty Ltd (AFSL: 297950) acted as Financial Advisor to the Company. Up to 4% cash commission to be paid for the Equity Raise completed.

Share Purchase Plan

The Company wishes to reward loyal Shareholders by conducting a Share Purchase Plan (SPP) to raise up to $1,500,000 (before costs) on the same terms as the Placement. The SPP is available for all existing shareholders with the registered address in Australia or New Zealand to apply for shares by participating in a SPP. Participation in the SPP is optional.

The SPP will provide each eligible shareholder with the opportunity to apply for up to $30,000 worth of shares at the same issue price as under the Placement, being $0.21 per share. Subject to Shareholder approval, eligible shareholders will also receive one (1) option (exercisable at $0.26 on or before 17 December 2021) and one (1) option (exercisable at $0.40 on or before 30 September 2023) for every two (2) shares subscribed for and issued under the SPP (SPP Options). The SPP Options will be issued on the same terms as the options issued under the Placement and is conditional upon shareholder approval at the extraordinary general meeting.

In the event that less than $1,500,000 is subscribed for under the SPP, 2Invest AG will subscribe for up to $1,000,000, being the SPP Underwriting (defined above).

The funds raised under the SPP will be used for the same purposes as under the Placement. The shares issued under the SPP will rank equally with the existing shares on issue.

Oversubscriptions for the SPP will not be accepted. Eligible Shareholders are encouraged to register their details using the QR code below to receive a copy of their personalised SPP documentation via e-mail when available.

To view the timetable, please visit:
https://abnnewswire.net/lnk/4HC16270

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 Investor Relations Australia: Ben Jarvis Six Degrees Investor Relations T: +61 (0) 431 271 538 United States: Michael Porter Porter, LeVay & Rose Inc T: +1 212 564 4700 E: theta@plrinvest.com