G O L D M I N E S
A N N UA L R E P O R T 2 0 2 4
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
CONTENTS
Chairman’s Letter
2
Significant Milestones Achieved in 2024
3
Review of Operations
4
FY24 Highlights
5
Theta’s TGME Underground Gold Mine Definitive
Feasibility Study (FS)
12
Environment, Social and Governance (ESG)
22
Ore Reserve and Mineral Resource Statement
31
Disclaimer’s
34
Corporate Governance Statement
37
Directors’ Report
42
Remuneration Report
53
Directors’ Declaration
61
Consolidated Entity Disclosure Statement
62
Auditor Independence Declaration
63
Financial Statements
64
Independent Auditor’s Report
101
Shareholder Information
106
Directory
108
1
CHAIRMANS
LETTER
Dear Fellow Shareholders,
On behalf of the Board of Directors, I am pleased
to present the 2024 Annual Report for Theta Gold
Mines Limited (ASX: TGM). The Company has made
significant progress over the last twelve months.
The company is advancing the TGME Underground
project on the ground. The team is on-site completing
execution documentation and final design for the gold
plant build process.
RM Process and Eco Elementum have been
appointed to complete the final designs for the plant,
tailings, and water management. They assist Theta
and Power China in compliance with local regulations.
RM Process, a South African-based process
engineering company, will assist with the Final
designs of the TGME Gold Plant and will form part of
the execution team with Theta and Power China.
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 design team in environmental and legal
compliance with the Water Use Licence
During the year, the company has also examined
tailings and rock dumps with high gold prices. With
the 174,000 oz of gold sitting on the surface, the
company has been examining ways to accelerate the
path to gold production.
Theta selected Power China subsidiary as the
preferred EPC partner to build stage one of its
TGME Gold Plant and TSF facilities estimated at
US$30 million1.
As part of this due diligence process, the Power China
team has been onsite drilling and collecting samples
for metallurgical test work with the Theta team. The
test work has assisted in refining the final plant design
and evaluating the tailings at the TGME mine site.
The TGME Underground Feasibility Study (FS) was
completed in July 2022, at $1642 USD gold price.
Now the gold price is trading at all time high levels
above 2,600+ USD at the time of this report.
In July 2022, the Company completed a FS for the
first four mines Beta, CDM, Frankfort and Rietfontein
(TGME Underground Gold Project). The Base Case life
of mine (LOM) plan will comprise a 12.9-year mining
operation starting in 2024 to deliver production
of 1.24 million ounces of contained gold. Peak
production is expected to be over 100,000 ounces
per year. By adding the fourth mine Rietfontein to
the mining schedule, there has been a significant
scale-up from the April 2021 pre-feasibility study
with a production rate of just above 60,000 ounces
per annum.
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.
Environment, Social and Governance (ESG) The
Company’s focus remains to work closely with our
stakeholders and communities to strengthen the
existing relationships and, to establish a mutually
beneficial relationship that is healthy and sustainable.
The TGME Stakeholder Forum continues to gain good
momentum with open and honest communications
between all parties.
Theta is also developing an Ecological Compensation
Programme. 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.
Moving forward into the 2025 financial year, the
company will target finalising funding arrangements
and begin construction of the TGME Gold Project.
We appreciate the continued support from our
shareholders, and we welcome new shareholders
to the share register. The Company looks forward
to continuing to progress project development and
deliver good news for shareholders in 2024.
Thank you for your continued support.
Bill Guy
Charles (Bill) Guy
Chairman
2
1 Refer to ASX Release dated 14 February 2024 titled, “Theta Gold selects PowerChina’s subsidiary as its preferred EPC Partner to build its stage one
TGME Gold Plant and TSF Facilities estimate at US$30 million”.
3
SIGNIFICANT
MILESTONES
ACHIEVED IN
2024
•
Granted a Water Use License (WUL)
for Frankfort mine by the South African
Department of Water and Sanitation (DWS)
resulting in Frankfort being fully permitted;
•
Execution of A$46m (US$30m) non-
binding MOU2 with Yellow River Co. Ltd
(“YRC”), a subsidiary of Power Construction
Corporation of China (“PowerChina”) to
build Theta’s Stage-one TGME Gold Plant
(estimated at 45kt/month RoM capacity)
including its talings storage facility and
wastewater dams;
•
Received the Water Use License for its TGME
Gold Project over Mining Right 83 from the
Department of Water and Sanitation (DWS) of
South Africa;
•
Final Environmental Authorisation (EA)
received for Mining Right 83 from the
Department of Mineral Resource and Energy
(DMRE) of South Africa as announced on
14 March 20244;
•
Metallurgical Test Work completed and
confirmed that gold is recoverable from the
TGME Tailings Storage Facility and Rock
Dumps5 (174,000 OZ AU);
•
Redemption of 2Invest AG Secured Bonds for
AU6 million as announced on 16 September
2024, allowing the Company to engage with
financiers for the greater Capex requirements
of project.
Figure 1: Miners entering Frankfort gold Mine
2 Refer to ASX Release dated 14 February 2024 titled, “Theta Gold selects PowerChina subsidiary as EPC partner”.
3 Refer to ASX Release dated 11 April 2023 titled, “Theta Received Water Use Licence for Mining Right 83”.
4 Refer to ASX Release dated 14 March 2024 titled, “Theta now fully permitted with mining right secured”.
5 Refer to ASX Release dated 30 July 2024 titled, “Metallurgical Test Results confirms that gold is recoverable from the TGME Tailings Storage Facility and Rock Dumps”.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
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. The Company’s shares are dual 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).
The Company delivered its very first definitive
Feasibility Study (FS) in July 2022 which presents a
clear pathway to production via the re-development
of TGME’s gold assets and is currently focused on
the holistic strategy to deliver long term organic
growth, with initial development focusing on the
permitting of six mines to target a production profile
of 160,000 ounces Au per annum.
The TGME Project (Phase 1) incorporates the
first four mines. In April 2021 Theta declared a
maiden underground Mining Reserve of 419,000 oz
@ 5.49 g/t Gold, along with the first Maiden
Underground Pre-Feasibility Study. The Mining
Reserve were based on only 16% of the 4.5 Moz
underground gold resource and incorporated only
three mines across the project area.
Figure 2: Drilling at TGME Tailings Dam
Figure 3: Location of Theta Gold Mine Project
5
PROJECT
HIGHLIGHTS
DEFINITIVE FEASIBILITY
STUDY (TGME
UNDERGROUND GOLD
MINE PROJECT)
• TGME Feasibility Study6 (FS) delivers 1.24Moz
contained gold production, underpinning an initial
12.9-year mine life;
• Strong financial return based on LOM plan
(at average gold price of A$2,189/oz) with first
production targeted for 20247 including:
– Undiscounted free cash flows of US$508m,
(A$678m), pre-tax US$717, (A$956m);
– NPV (at a 10% discount rate) of US$219m,
(A$292m), pre-tax US$324m, (A$432m);
– Capital payback period of 31 months;
– Pre-tax IRR of 65%; and
– Peak production over 100,000 oz Gold.
• All-in-sustaining Cost (AISC) of US$834/oz
(A$1,112/oz) over LOM sits on the bottom quartile
of South Africa and Australian gold producers;
• Peak Capital requirement is US$77m, (A$103m),
total capital requirements US$174m, (A$232m);
and
• Front-End Engineering Design (FEED) of the TGME
gold plant completed, forming an important input
towards the finalisation of the definitive Feasibility
Study (FS) of the TGME underground project8.
6 Refer to ASX release dated 27 July 2022 titled “Theta’s TGME Project Definitive FS Confirms NPV10% of
A$432 million at US$1,642/Oz Gold price.”
7 First gold produced timing will be subject to securing funding and obtaining all necessary regulatory
permitting approvals.
8 Refer to ASX release dated 20 June 2022 titled “TGME Gold Project Update”.
US$843/oz
all-in-sustaining
cost
All-in-sustaining Cost (AISC) of US$834/oz
(A$1,112/oz) over LOM sits on the bottom
quartile of South Africa and Australian
gold producers;
US$77m
peak capital
requirements
US$508m
undiscounted
free cash flows
Undiscounted free cash flows of US$508m,
(A$678m), pre-tax US$717, (A$956m);
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
6
OPERATIONS
DRILLING AND SAMPLING
ON THE TGME GOLD MINE
TAILINGS DAM
The Company announced that the Power China
team has been onsite drilling and collecting
samples for metallurgical test work. The test work
will assist in refining plant design and evaluating
the tailings at the TGME mine site. The tailings
dams contain 140,000 oz gold and will be tested
for metallurgical gold recovery. SGS South
Africa (Pty) (Assay Laboratory) Ltd, engaged
by TGM’s preferred Engineering Procurement
and Construction (“EPC”) partner Power China
subsidiary, (Yellow River Co., Pty (“YRC”) to
complete a drilling and sampling program at
various tailing dams around the Company’s
TGME gold plant for metallurgical test work.
The program was completed with a total of
407 meters drilled, 273.5 meters drilled into
the TGME main and four (4) Blyde tailings and
133.5 meters into the Glynn’s tailings. Theta
Gold currently records 141,000 ounces of gold
JORC Resources across multiple tailings dams
around the gold plant. In total, 174,000 gold
ounces sit on the surface surrounding the TGME
gold plant, including 140,000 ounces indicated
as a resource in various tailings dams around the
TGME plant area.
The drill results for the TGME Main Tailings
Storage Facility (“Main TSF”) have confirmed the
tailings dams contain gold at the expected grades
(See Table 1). Test results for metallurgical gold
recovery were also positive.
Figures 4 & 5: Drilling team by SGS at the Blyde #2 tailings near the
TGME Plant and drill samples been indexed by SGS team.
Figure 6: Location Map – TSF.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
7
Table 1 at right is a summary of the drill results
for the TGME Main TSF, where the Company is
considering early processing/production through
Theta’s new gold plant to provide early cashflow
for the Company whilst development of the
underground Beta Mine is underway.
Composite samples were collected for
metallurgical test work. These samples
obtained from the main tailings dam were
collected from drill samples and additional
samples were collected from historic surface rock
dumps via trenching.
Hole
Number
Hole
Depth
Metres
Number of
Samples
Per Hole
Weighted
Avr. Grade
Per Hole
(g/t)
TGME 1
5
4
1.49
TGME 2
5
4
1.54
TGME 3
19.5
13
1.38
TGME 4
16.5
11
0.93
TGME 5
3
2
1.28
TGME 6
10.5
7
1.14
TGME 7
22.5
15
1.07
TGME 8
13
9
1.45
TGME 9
4
3
1.54
TGME 10
18
12
1.36
Table 1: Summary of TGME Main Tailings Dam drill results
Figure 7: Drill hole location map of the holes drilled by SGS team at the TGME Main TSF
8
EXECUTION
READINESS
The Theta team is currently preparing the final
execution documentation for the TGME Gold Plant
build process. This way, the team will be ready
when the final funding for the build process is
secured. The final EPC contract will need to be
completed with Power China before construction
can start.
RM Process and Eco Elementum have been
appointed to complete the final designs for the
plant, tailings, and water management. They
assist Theta and Power China in compliance with
local regulations.
RM Process, a South African-based process
engineering company, will assist with the Final
designs of the TGME Gold Plant and will form part
of the execution team with Theta and Power China.
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 design team
in environmental and legal compliance with the
Water Use Licence.
Table 2: Highlights the best laboratory results for the composite samples.
Sample No.
Type
Head Grade
Gold (g/t)
Gold
Recovery %
TGME A
Tailings Dam Material
1.24 g/t
58.95%
Beta and Peach Tree
Surface Rock Dump
0.94 g/t
95.43%
Vaalhoek 1
Surface Rock Dump
1.19 g/t
95.46%
Figure 8: Shows Main Tailings Dam cross section showing the distribution of gold values. Note the higher grades occur in the upper 9 metres.
Note:
• TGME A sample: material from the main tailings dam
• Top 9 metres of the Main Tailings Dam contains a high grade gold zone (Figure 7)
• The Beta and Peach Tree samples are from surface rock dumps from the historical mining of the Beta mine, which is over 60% of the
current mine schedule.
• Beta Mine gold recovery in the Feasibility Study is set at 88%, results show a higher average recovery of 95%.
• Vaalhoek 1 samples – collected from the Vaalhoek mine area. Vaalhoek resource currently does not form part of the LOM schedule.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
9
WORK IN
PROGRESS
• Updated flow sheet
• 75% completion of the scope of works
• Draft schedule completed for the final
plant designs
• Draft schedules completed for the
plant construction
• Draft schedule completed for the
dewatering plant, water management and
tailings deposition
• 69% completion of the tender process and RFQ
• RM Process and EcoE teams to visit the Mine in
the week of 7 July 2024
• NDA’s out to all vetted possible OEMs
• Team integration to start as of the first week of
July 2024 (TGME, RM and EcoE)
• Long leading items identified and
71% completed
• Project Execution Plan at 82% completed
• Data sets at 72% completed
ENGINEERING
DRILLING
As part of the water use licence conditions,
Theta is required to drill geotechnical infill holes to
ensure the tailings and existing Plant footprint are
not affected by dolomites (voids in the bedrock).
The old gold plant tailing has been in place for
40 years and was previously drilled.
The first holes were completed at an average hole
depth of 35m, with samples collected for rock
classification and final designs.
Figure 9: Engineering drilling team onsite near tailings dam.
1 0
ENVIRONMENTAL PERMITTING MR83
Mining Right (MR) 83 is now fully permitted for mining. MR 83 includes the Beta Mine, CDM Mine, and Frankfort
Mine, three of the four mines included in the mining schedule of the Definitive Feasibility Study.
Theta now has all the required approvals for MR 83 to start mining:
• Atmospheric Emissions Licence (Gold Plant)
• Explosive licence for transport and usage
• Forrest Licence (Frankfort area)
• MR 83 Environmental Authorisation
• Water Use Licence (for tailings, plant and mining)
• Environmental Rehabilitation Guarantee in place for MR 83
• Updated Social and Labour Plan for MR 83
• Heritage Record of Decision
During September 2023, MR 83 had an objection lodged against its environmental approvals as part of a 90-day
public review period9 by one individual out of over 900 public & private members. This objection was rejected by
the Department of Forest Fishery and Environment (“DFFE”) and all other related departments.
For the Rietfontein Mine, the environmental authorisation application was submitted to the DMRE on 10 October
2023 and the final scoping report was submitted on 20 November 2023. The DMRE accepted the Final Scoping
Report on 5 April 2024 and TGME may now proceed to the EIA phase of the Environmental Authorisation (EA)
application process.
CORPORATE FUNDING
Theta Gold Raised a total of AU$5 million, (US$3.3million) during 2024 fiscal year in development funding for the
TGME gold mine project, and had received a further AU$21.2 million, (US$14 million) in commitments via share
subscription agreements with proceeds to be received post 30 June 2024 as follows:
2023 PLACEMENTS COMPLETED:
•
AU$5 million, (US$3.3 million) of capital raised (before costs) via a Private Placement as announced to ASX
on 4 July 202310 to strategic professional and sophisticated investors including cornerstone investor, Hong
Kong Ruihua Investment Management Limited (Ruihua) numerous existing shareholders, new institutional,
professional, and sophisticated investors.
•
The Company issued 76,923,077 new fully paid TGM Ordinary Shares at the issue price of AU$0.065
per share.
CONVERSION OF OPTIONS:
• AU$0.290 million, (US$0.188 million) of capital raised (before costs) via the conversion of 5,000,000 unlisted
options into 5,000,000 new TGM fully paid ordinary shares as announced to ASX on 20 September 2023.
The funds raised from the conversion were used to further advance the TGME gold project.
• AU$0.068 million, (US$0.044 million) of capital raised (before costs) via the conversion of 1,000,000 unlisted
options into 1,000,000 new TGM fully paid ordinary shares as announced to ASX on 9 November 2023.
The funds raised from the conversion were used to further advance the TGME gold project.
• AU$0.066 million, (US$0.043 million) of capital raised (before costs) via the conversion of 1,000,000 unlisted
options into 1,000,000 new TGM fully paid ordinary shares as announced to ASX on 12 December 2023.
The funds raised from the conversion were used to further advance the TGME gold project.
9 Refer to ASX release dated 11 September 2023 “ENVIRONMENTAL AUTHORISATION UPDATE FOR MR83”.
10 Refer to ASX Released dated 4 July 2024 titled, “$5 Million Private Placement and Corporate Update”.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
1 1
US$4 MILLION PRIVATE PLACEMENT
• Theta further announced on the 26 June 2024 it had received firm commitments from existing and new
sophisticated and wholesale investors 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-$10 million Placement announced on 6 May 2024.
• Additional proceeds raised in the June 2024 Placement will result in the Company issuing approximately a
further 46,276,113 million new fully paid TGM Ordinary Shares at the issue price of AU$0.13 (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 AU$0.13), and an expiry date 2 years from the date of issue. Options
issued under the Placement will not be quoted.
POST – FY 24 COMMITMENTS VIA SHARE SUBSCRIPTIONS
US$10 million Two-Tranche Placement:
• The Company announced on 26 May 2024 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.
• Hong Kong Ruihua Investment Management Limited (“Ruihua”) had committed up to US$10.0 million
(AU$15.2 million) in the placement. 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
who 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 1 Shares and Options were issued on 18 September 2024.
US$2 MILLION PLACEMENT
Oversubscribed Private Placement:
• The Company further advised on 16 September 202411 that it has received a firm commitment for an
additional US$2 million (~AU$3 million) from institutional investors on the same terms as the US$10 million
Two-Tranche Placement.
• The Company issued approximately 23,048,11312 new TGM Shares, at the issue price of AU$0.13 (13 cents)
per share, along with approximately 11,524,056 attaching options.
11 Ref to ASX Release dated 16 September 2024 titled, “US$8 million Private Placement and Full Redemption of AU$6 million secured bond.
12 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.
1 2
THETA’S TGME GOLD PROJECT DEFINITIVE FEASIBILITY
STUDY (FS)
The FS13 for the TGME Project was delivered on 27 July 2022, confirming Theta Gold’s potential to be a
significant near-term, high-margin, low-cost gold production project with tremendous opportunities for
future growth. Based on the FS results, the Project will provide robust financial returns from a long-life large
underground mining operation for a modest capital investment given the scale of operations envisaged.
The Project LOM will initially comprise a 12.9-year mining operation starting in, 202414 calendar year and
delivering LOM production of 1.24 Moz of contained gold. The estimated peak development Capital Expenditure
(“Capex”) is A$103 million, with the Project forecast to generate a pre-tax NPV10% of A$432 million and pre-
tax internal Rate of Return (IRR) of 65% at a forecast average gold price of A$2,189 per ounce. Based on these
metrics, the Project has a projected capital payback period of 31 months.
The FS paves the way for a Final Investment Decision (‘FID’) by the Theta Gold Board in respect to funding
negotiations and on-going discussions with financiers with respect to full/partial debt and equity funding options.
Theta Gold has appointed a debt funding advisor to manage this important process and will provide updates in
due course.
KEY FEATURES OF PROJECT
Table 3: Key Project Metrics
Description
Units
Base Case
Reserve Plan
Project Start Date¹
Year
2024
2024
Commercial Production Start Date
Year
2025
2025
Production build up period
Months
14
14
Life of mine
years
12.9
7.3
Underground ore mined (LOM)
Mt
6.46
2.85
Mined Grade
g/t
5.95
6.09
Gold Mined (LOM)
Moz
1.24
0.56
Production Rate
Kt/a
540
540
Production Rate
Kt/m
45
45
Grind size
µ
106
106
Gold recovered (average LOM)
%
87
87
Gold recovered (LOM)
Moz
1.08
0.49
Project economics below shows the sensitivities to the various gold price estimates and demonstrates the robust
financial returns of the Project. The FS completed in July 2022 used an average gold price of USD 1,642 / Oz as a
base case.
1. Start-up of project and commercial production is subject to receiving all necessary funding and permit approvals.
13 Refer to ASX Release dated 27 July 2022 titled “Theta’s TGME Project Definitive FS Confirms NPV(10%) of A$432 Million at US$1,642 / Oz Gold Price”.
14 Start time will be dependent on securing necessary funding and permitting approvals.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
1 3
Table 4: Project Economics at Various Gold Prices – Base Case (AUD)
Project Economics at gold price
Unit
Forecast
(USD1,642/ oz Avg)
USD1,500/oz
USD1,600/oz
USD1,800/oz
USD2,000/oz
USD2,200/oz
NPV @ 10% (real) Pre-tax
AUDm
432
339
405
536
669
802
NPV @ 10% (real) Post-tax
AUDm
292
232
274
359
447
533
IRR (%) Pre-tax
%
65%
57%
64%
77%
90%
102%
IRR (%) Post-tax
%
57%
50%
56%
67%
78%
87%
AISC
AUD/oz
1,112
1,096
1,107
1,129
1,149
1,167
EBITDA annual average
AUDm
92
77
87
107
128
148
EBIT annual average
AUDm
80
66
76
96
116
136
Free Cash Flow (Pre-tax)
AUDm
956
768
897
1,158
1,421
1,686
Free Cash Flow (Post-tax)
AUDm
678
550
638
814
996
1,175
Development Capital – Peak Funding
AUDm
102
102
102
102
102
102
Capital Sustaining
AUDm
49
49
49
49
49
49
Payback post-tax
Months
31
33
31
28
25
24
Capital Efficiency (Pre-Tax NPV/Dev Capital
%
422%
332%
395%
524%
653%
783%
Capital Efficiency (Post-Tax NPV/Dev Capital
%
285%
226%
268%
351%
437%
521%
NOTES:
1. Converted to AUD from USD using AUD:USD exchange rate of 1.333.
2. Due to rounding, numbers presented throughout this document may not add up precisely to the totals, provided and percentages may not precisely reflect the absolute figures.
Figure 10: Annual Gold Production – Base Case
1 4
Figure 11: Annual and Cumulative Cash Flow (Post-Tax) – Base Case (AUD)
NOTES:
1. Forecast Prices averaging USD1,642/oz over LOM.
2. Converted to AUD from USD at exchange rate of 1.333 AUD:USD.
The TGME Project targets to restart historical underground gold mines located in a historically prolific gold mining
region in the Mpumalanga Province of South Africa. The Project Areas are centred in the town of Pilgrims Rest,
some 370 km due northeast of Johannesburg, and vast majority of the tenements were under TGME’s ownership
since the late 1800s.
The Project targets the Beta (including the Beta North, Beta Central and Beta South sections), Rietfontein,
Frankfort and Clewer-Dukes Hill-Morgenzon (“CDM”) mines. A significant amount of gold resources remain
underground which were not mined historically due to technological limitations or limiting ore characteristics.
Beta is scheduled as the first operation to commence production, followed by Rietfontein, and finally CDM and
Frankfort simultaneously. In comparison to CDM and Frankfort, Beta and Rietfontein are higher-grade mines.
A gold plant, which acts as the central processing plant for all the historical operations, is situated in close
proximity with a maximum distance to operations of approximately 40km. A new facility will be established on this
footprint to treat all the ore from the surrounding operations.
Two scheduling strategies have been investigated in the FS. The Base Case considers a LOM plan targeting
the total Mineral Resources (Measured, Indicated and Inferred). The Ore Reserve Case considers a LOM plan
targeting only Measured and Indicated Mineral Resources.
This FS demonstrates the ability to achieve optimised cash flows by scheduling production from the operations.
The mine designs and associated costs per operational element feed into a combined operations financial model.
The Ore Reserve Case supports the declaration of compliant JORC Code 2012 Ore Reserves.
TGME UNDERGROUND GOLD MINE DEVELOPMENT
As part of the preparation for the installation of the first phase new gold plant, TGME had appointed the services
of Jet Demolition to remove the redundant plant equipment. The process started in the second week of January
2022. Specialised equipment was utilised for demolition, after which it was reduced in size and made ready for
transport to scrap merchants. The project to remove the old plant is now complete15.
Processing consultants Met63 was contracted to do a detailed design and costing of a processing plant designed
for a feed capacity of 45,000 tons per month which is equivalent to 67 tons per hour at 92% availability. A flow
schematic is shown in Figure 12.
15 Refer to ASX release dated 4 March 2022 titled “DFS Update and High-Grade Ore Sweeped from New Historical Mines”.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
1 5
Figure 12: Process Flow Schematic Phase 1
The FS has been split into three phases, allowing for various processing scenarios aligned with the mining
development program. The design of each phase is based on a stand-alone processing facility aligned with the
mining plan of the ore body.
•
Phase 1 – Carbon-in-Leach (CIL) Plant (Free-milling ore is process for the first 7 Years, see figure 12).
The design and costing of a 45,000 tons per month oxide ore processing plant including crushing,
milling, CIL and elution with gold Doré produced on site. Test work undertaken on various “free-milling”
ores has indicated high undissolved gold losses, indicating the presence of small amounts of sulphidic
constituents. This was particularly evident when completing standard cyanidation bottle roll trials on the
CDM mine samples. Subsequent additional testwork supports this. As a result, the Phase 1 circuit will
include a flash flotation stage post-milling to remove sulphide associated materials before conventional
cyanidation. This flotation mass pull will join the concentrator (production scheduled in Phase 2).
•
Phase 2 – Gold Concentrator Plan
The design and cost of a 20,000 tons per month concentrating plant including crushing, milling, Density
Media separation (DMS) and flotation. The final products consist of a combined carbon and sulphide
flotation concentrate. The carbon flotation concentrate being processed through the CIL plant #3 and the
sulphide flotation concentrate is processed through the CIL plant #1.
•
Phase 3 – Oxidative Leaching of Sulphide Concentrate
The Phase 3 plant includes a 45,000 tons per month Leach-ox processing plant that was designed and
costed, including crushing, milling and carbon/sulphide flotation. The phase 3 plant consists of both the
gold concentrator plant as well as the CIL plant as described in Phase 1 and Phase 2. The carbon flotation
concentrate processed in a dedicated CIL circuit (CIL plant #3), sulphide flotation concentrate oxidized
under atmospheric conditions with liquid oxygen injection and high shear reactors. Oxidised product to be
treated in a separate batch CIL process (CIL #1) with the tails treated in a larger CIL (CIL plant #2), that
also processes the flotation tails as well as “free-milling” ore feed. This option allows for all recovered gold
to be produced as Doré on-site with no concentrate produced.
Although there are some shared infrastructure and processing equipment between the phases, for the purposes
of this FS the phase-one plant will be constructed first to treat Beta, Rietfontein and CDM ore with phase-three
being constructed at a later stage before mining of Frankfort ore commences.
The plant will be developed by an Engineering, Procurement and Construction (EPC) contractor. The Company
will run a tender process to evaluate contracts for the construction and upgrade of existing infrastructure
including detailed engineering for the plant, procurement, fabrication and delivery to site of plant, equipment and
materials and construction of the process plant facilities.
1 6
PROJECT FINANCE
Theta Gold continues to advance discussions with Power China in regard to advancing EPC contract for the
construction of Stage one of TGME Gold Plant. In an MOU executed between the parties, Power China will fund
up to US$30 million in funding towards the Capex requirements of the product.
PROJECT PERMITS AND APPROVALS
The Company advised on 14 March 2024 that Mining Right (MR) 83 is now fully permitted for mining. MR 83
includes the Beta Mine, CDM Mine, and Frankfort Mine, three of the four mines included in the mining schedule
of the Definitive Feasibility Study.
Theta now has all the required approvals for MR 83 to start mining:
· Atmospheric Emissions Licence (Gold Plant)
· Explosive licence for transport and usage
· Forrest Licence (Frankfort area)
· MR 83 Environmental Authorisation
· Water Use Licence (for tailings, plant and mining)
· Environmental Rehabilitation Guarantee in place for MR 83
· Updated Social and Labour Plan for MR 83
· Heritage Record of Decision
During September 2023, MR 83 had an objection lodged against its environmental approvals as part of a 90-day
public review period by one individual out of over 900 public & private members. This objection was rejected by
the Department of Forest Fishery and Environment (“DFFE”) and all other related departments.
GOLD PLANT FRONT-END ENGINEERING DESIGN (FEED)
COMPLETE
Front-End Engineering Design (FEED) of the TGME gold plant has been completed, forming an important input
towards the finalisation of the definitive Feasibility Study (FS) of the TGME Project.
Theta Gold provides an update on the MR83 gold processing plant advising that it had appointed MET63,
which specialises in the design and construction of advanced modular processing plants, to undertake and
complete the plant design, based on a thorough metallurgical testwork program, and with multi-tier internal and
independent oversight.
16 Refer to ASX release dated 18 July 2022 titled “Permitting Update TGME Underground Gold Mine”.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
1 7
KEY FEATURES OF THE GOLD
PROCESS PLANT
•
The new gold processing plant is designed
to have a milling capacity of 540,000 tons
per annum. The plant design consists of
two individual processing streams, capable
of processing free-milling and sulphide
ore separately.
•
The new gold processing plant is designed
to fit into the current plant footprint which
forms part of MR83, therefore no additional
environmental permitting will be required.
•
The new processing plant components
include three-stage crushing, milling, reagent,
flotation, CIL, elution, and gold room sections
as indicated in Figures 13 & 14.
•
The gold plant will produce dore gold bars.
•
Engineering and costing have been completed
to the required level of accuracy for the FS.
•
The completed design includes water and
power reticulation with the scope to increase
the capacity with modular units for future plant
expansions, consistent with the Company’s
strategy to reach its gold production target of
160,000 ounces per annum within five years.
•
The latest proven available automation
technologies were incorporated into the
gold processing plant design which will
reduce labour requirements and enhance
productivity levels.
•
The tailings disposal will be moved onto the
existing tailings storage facility located some
150 metres from the plant.
•
Some existing plant infrastructures
were incorporated into the new gold
processing plant.
•
A 3D rendering of the processing plant is
illustrated in Figure 13.
Figure 13: 3D Plant Rendering Final design Phase 1-3.
Figure 14: New TGM Plant Layout.
1 8
Figure 15: Existing Plant Drone Photo
Figure 16: Combined Plant Feed Tonnes from Underground Operations – Base Case
COMBINED PLANT FEED (BASE CASE)
The combined plant feed tonnes for the Base Case are illustrated in Figure 16 The feed is based on the LOM
plan targeted Mineral Resources, inclusive of Inferred Mineral Resources. The total LOM for the plant feed is
11.33 years, shorter than the mining LOM plan due to stockpiling the initial on-reef development at Beta.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
1 9
ENVIRONMENTAL,
SOCIAL &
GOVERNANCE
(ESG) &
SUSTAINABILITY
SUSTAINABILITY
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.
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.
Carbon Footprint (tons CO2e)
TGME TOTAL
212.01
212.01
212.01
100.00%
The following outlines Theta Gold’s 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.
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.
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.
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 Programme -
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 catchmen.
2 0
Table 6: Theta Gold Mine Limited ESG Strategy
SOCIAL AND LABOUR PLAN
To mine in South Africa, you have to develop a Social and Labour Plan (SLP). This integrated process involves
discussion with the community, local council, and Department of Mines and Energy.
The SLP focus on community needs and economic uplift for the host community. Table 5 below shows
the work in progress.
Task
Due date
Appointment of SLP Consultant
✓
15 January – 31 January 2024
TGME provides background information
✓
29 January – 02 February 2024
Kick-Off Meeting
✓
05 February – 09 February 2024
Final Socio-Economic Study
✓
09 February 2024
Consultant Document Review
✓
07 February – 20 February 2024
Consultant submit Legal Review
✓
21 February 2024
Workshop session
✓
21 February 2024
Compilation of Draft SLP document
✓
22 February – 10 April 2024
Preparation for SLP Consultations
✓
22 February – 12 April 2024
SLP Consultations
✓
18 - 20 April 2024
Project Priority Lists from Ward Councillors
06 May 2024
Compilation of Final SLP document
✓
22 April – 25 June 2024
TGME Review SLP
26 June – 12 July 2024
Submit endorsement letters to Municipality for signature
31 July 2024
Update of SLP based on TGME comments
15 – 31 July 2024
Board Approval - Final SLP
06 – 20 August 2024
Final SLP Document
21 August 2024
Submission of final SLP to the DMRE
13 September 2024
✓
✓
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
2 1
Table 7: Reports and Monitoring programs carry onsite to assist with meeting ESG Goals
ESG indicators
For each item, indicate if the operation has this or not, and record details as appropriate.
Response
Yes/No response only
Details
Notes
Air quality management plan (Dust, GHG)
yes
On-site monitoring
Waste management plan (slurries, dump sites)
yes
In place
Surface water / groundwater management plan (contamination, treatment, reuse)
yes
On-site monitoring
Mine water / sump management plan (contamination, treatment, reuse)
yes
On-site monitoring
Noise & vibration management plan
yes
On-site monitoring
Non-destructive exploitation plan
yes
In place
Management plan for energy and material consumption
yes
In place
Biodiversity management plan (ecosystem, protected areas, species,
vegetation clearance)
yes
On-site monitoring
Mine closure plan (land reclamation, decommissioning, remediation)
yes
In place
Workplace management plan (imbalance, discrimination, inequalities)
yes
In place
Social management plan (inclusion of vulnerable groups, indigenous people,
human right / land defenders, social-cultural understanding / heritages; community
development projects (water, infrastructure, hygiene, medical care, emergency,
education), community involvement; poverty, hunger, thirst, housing)
yes
In place
Land use management plan (acquisition, forced relocation)
yes
In place
Management plan for high-risk areas (child labour, education, forced labour)
yes
In place
Human & Resource management plan (bargaining, unions, grievance, remuneration,
contracts, benefits, training, working hours and conditions)
yes
In place
OHS management plan (risk and safety management plan, PPE, hazardous work,
training, rehabilitation facilities, hazardous substances / work / conditions)
yes
In place
Emergency response plan (medical preparedness and care, infrastructure plan
(lightning, communication)
yes
In place
Construction and Maintenance management plan (tailing dams, equipment,
geological / (rock) mechanical failures)
yes
In place
Safety and Security management plan (infrastructure plan (traffic), e.g. security plan,
training for security personnel)
yes
In place
Project economics below shows the sensitivities to the various gold price estimates and demonstrates the robust
financial returns of the Project. The FS completed in July 2022 used an average gold price of USD 1,642 / Oz as a
base case.
1. Start-up of project and commercial production is subject to receiving all necessary funding and permit approvals.
2 2
COMMUNITY RELATIONS
The Company’s host communities are supportive of
mining in general, and the associated employment and
flow-on economic benefits specifically that are likely to
flow to local and regional businesses and the general
uplifting of the area. Similarly, Theta Gold is committed
to community upliftment and regional growth through
effective partnerships with all local stakeholders in the
regions where it has mining operations.
In connection with the Company’s recent
stakeholders engagement in the environmental
authorisation amendment process for MR83, over
5,000 local residents signed a petition in support
of Theta Gold re-establishing mining operation
(underground) in the region.
As part of the Company’s commitment to its
Corporate≈Social Responsibility, the Company
currently runs the following projects for the benefit of
the local community:
1.
Employment of teachers at the primary and
high schools in Pilgrim’s Rest
2.
Provision of water to the local community
3.
Heating and cooking fuel provision to the
local community
4.
School Feeding Scheme
5.
Small, Medium and Micro-sized Enterprises
(SMMEs) development.
It is a priority of the Company to effectively engage
with the community and manage expectations and
relations with respect to all activities the Company
is, or will be, engaged in including construction,
development, transport, potential environmental
impacts (noise, dust etc) and other factors associated
with mining operations.
ESG AND GOVERNANCE
Theta Gold Mines Limited Board and the Management Team review the Company’s governance strategy
annually to ensure the Company’s strong values and vision are maintained. As part of the Company beliefs and
commitment to good Corporate Governance the Company ensures the following values and goals are upheld:
Company has adopted the Principles of Corporate Governance and Recommendations published by
AX Corporate Governance Council, 4th Editior develop in size, nature and scope, the size of the Board and
the mplementation of additional corporate governance structures will be given further consideration.
The Company has the following Board / Board Committee’s in place:
•
Audit & Risk Committee
•
Nomination & Remuneration Committee.
The company had adopted the following charters and policies:
•
TGM Corporate Governance Charter
•
Directors Code of Conduct
•
Audit & Risk Management Committee Charter
•
TGM Securities Trading Policy
•
TGM Nomination & Remuneration Committee Charter
•
Anti-Bribery and Anti-Corruption Policy
•
Whistleblower Policy.
WE ACT WITH HONESTY
AND INTEGRITY
STRONGER
COMMUNITIES
RESPECTING THE
ENVIRONMENT
SAFETY
ALWAYS
EMPOWERING PEOPLE
DIVERSE TEAMS
WE TREAT PEOPLE
WITH RESPECT
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
2 3
EXPLORATION & RESOURCES
EXPLORATION AND RESOURCE UPGRADES
•
New 419,000 oz @ 5.49 g/t Gold Maiden Underground Mining Reserve declared
•
Total 580,000 oz @ 3.98 g/t Global Mining Reserve (Open Pit & Underground combined)
•
63 % Conversion factor for Maiden Underground Mining Reserve (from Inferred Resources)
•
3.5 Moz of Underground Resource (Inferred) remaining for future conversion into Mining Ore Reserve
•
Global Mineral Resource of 6.1 Moz Au includes:
– 4.5 Moz Underground (26.3 Mt @ 5.4 g/t Au) (Measured, Indicated, and Inferred)
– 969,400 oz (4.87 Mt @ 6.20 g/t Au) (Measured & Indicated)
– 1.3 Moz Open pit resources (13.02 Mt @3.25 g/t Au) (Indicated & Inferred )
– 917 Koz (9.6 Mt @ 2.99g/t Au) (Indicated & Inferred; 0-130m depth)
– 161 Koz (2.16 Mt @ 2.31 g/t Au at a 0.4 g/t Au cut-off) Probable Ore Reserve
– Tailings & Rock dumps – 174, 000 oz (Indicated & Inferred)
(see Tables 7 & 8)
An Ore Reserve and Mineral Resource Statement is set out on pages 27 and 28.
Table 8: TGM Underground Projects Mineral Resources as at 1 February 2021
NOTES:
1. Mineral Resource cut-off of 160 cm.g/t applied.
2. Fault losses of 5% for Measured and Indicated, 10% for Inferred Mineral Resources.
3. Gold price used for the cut-off calculations is USD1,500/oz.
4. cm.g/t and g/t figures will not back calculate due to variable densities in reef and waste rock.
5. Mineral Resources are stated as inclusive of Ore Reserves.
6. Mineral Resources are reported as total Mineral Resources and are not attributed.
7. Discrepancy in summation may occur due to rounding.
2 4
ORE RESERVES
The total Ore Reserve estimate for the combined LOM plan, only targeting Measured and Indicated Resources in
the LOM schedule, is detailed in Table 9 below.
Table 9: Ore Reserve Estimate for TGM Mines (Ore Reserve Plan)
Ore Reserve Category
Tonnes
Grade
Au Content
kt
g/t
kg
koz
Beta
Proved
-
-
-
-
Probable
1,634
6.86
11,206
360
Rietfontein
Proved
-
-
-
-
Probable
509
7.76
3,954
127
Frankfort
Proved
58
4.26
245
8
Probable
258
4.08
1,053
34
CDM
Proved
-
-
-
-
Probable
395
2.30
908
29
Combined
Proved
58
4.26
245
8
Probable
2,796
6.12
17,121
550
Total
2,853
6.09
17,366
558
NOTES:
1. An Ore Reserve cut-off of 170 cm.g/t has been applied for the Beta Mine.
2. An Ore Reserve cut-off of 150 cm.g/t has been applied for the Frankfort Mine.
3. An Ore Reserve cut-off of 121 cm.g/t has been applied for the CDM Mine.
4. An Ore Reserve cut-off of 160 cm.g/t has been applied for the Rietfontein Mine.
5. A gold price of USD1,465/oz and exchange rate of ZAR/USD 16.00 was used for the cut-off calculation.
6. Discrepancy in summation may occur due to rounding.
EXPLORATION POTENTIAL
Approximately 3.5 Moz of the underground mineral resource sits in the inferred category. Beta Mine is a great
example of what the future holds. Beta’s current Mine Reserve is 1.634 million tons at 6.86 g/t gold for a total
mine reserve of 360 Koz. Note an inferred resource under JORC cannot be converted into mine reserve.
As underground development ramps up exploration stopes and underground drilling can upgrade the 587,000 oz
of inferred resource that sits adjacent to the existing mine reserve, to measured and indicated under JORC
Code, and allowing it to be converted into mine reserve and add to the mine schedule, hence further increasing
the LOM.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
2 5
Mine Design
Mined Out Areas
Indicated Mineral Resources
Inferred Mineral Resources
Exploration Areas
Figure 17 – Beta Mine plan and Resource potential 587,000 oz Inferred Mineral Resource (Not included in New Mine Design Blue area)
Figure 18: Chairman Bill Guy with Terrence Mokale examining Frankfort Bevett’s reef
2 6
FINANCIALS
RESULTS
The Consolidated Entity made a loss after tax of US$6,391,000 (2023: US$7,027,000). Contributing to the loss
was indirect exploration costs written-off of US$879,000 (2023: US$849,000), finance costs of US$2,968,000
(2023: US$2,446,000), including interest paid on secured bond and corporate and administration costs
carried by the Consolidated Entity in support of its exploration and pre-development activities of US$1,179,000
(2023:US$937,000).
Further exploration expenditure was incurred on permitting and pre-development activities associated with the
TGME Gold Mine Project. This further contributed to the total capitalised expenditure of US$16,628,000 (2023:
US$14,887,000) recognised on the balance sheet as at 30 June 2024.
CASHFLOW
Funding for the Company’s business activities were sourced from a combination of debt and equity markets in
the 2024 year. During the year, the company raised net proceeds of US$3,612,000 (A$5,001,379) from equity
issues and a further US$275,000 (A$424,000) via the conversion of unlisted options to fully paid ordinary
shares. The funds were applied towards pre-development and permitting activities for the TGM Gold Mine
Projects, including the bulk trial sample program at Frankfort mine general exploration, acquisition of DMS unit,
installation of environmental bond, debt repayment and general administration and corporate costs.
The Consolidated Entity continues to proactively manage its cash flow requirements to ensure that funds are
available, including from capital raisings, as and when required to meet its debts and commitments as they
fall due.
Subsequent to balance date and before release of the 2024 Annual Report, the Company announced several
updates in respect to equity capital raising transactions by the Company:
US$4 MILLION PRIVATE PLACEMENT
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$6.0217 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
46,276,11318 million new fully paid TGM Ordinary Shares at the issue price of A$0.1319 (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 $0.13 cents), and an expiry date 2 years from the date of issue. Options
issued under the Placement will not be quoted.
17 The conversion price of (USD:AUD) was based on the closing spot price(s) published by the RBA.
18 The exact number of new TGM shares and attaching Options to be issued in the June 2024 Placement will be dependent
on the conversion rate on the day the US$ funds are received and converted to AU$ by the Company.
19 The issue price per share of $0.13 is a 12.3% discount to the 15-day VWAP of $0.1482.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
2 7
US$10 MILLION TWO-TRANCHE PLACEMENT
Tranche 1 Placement
The Company confirms that it has now received all proceeds under Tranche 1 Placement of US$6 million
(~AU$8.99 million) from Hong Kong Ruihua Green Development Limited (“HRGD”), a sister company to HRIM
created during the Overseas Direct Investment (“ODI”) application process in China, as issued 69,137,537 new
TGM Ordinary Shares (Tranche 1 Placement Shares) at the issue price of $0.13 (13 cents) per share, along with
34,568,769 unlisted options, on a one (1) free option for every two (2) new Shares issued under Tranche 1
Placement.
Each Tranche 1 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 expiry date 2 years from the date of issue.
Options issued under Tranche 1 will not be quoted.
New Tranche 1 Placement Shares and attaching options were issued on Tuesday, 17 September 2024 utilising
the Company’s currently available capacity to issue shares, pursuant to ASX Listing Rules (LR’s). As released in
an Appendix 3B on 6 May 2024, 8,153,285 Tranche 1 Placement Shares will be issued under LR7.1 along with
34,568,769 attaching options. The remaining 60,984,252 Tranche 1 Shares will be issued under LR7.1A.
Tranche 2 Placement
As previously advised by the Company , HRIM remains committed to providing the remaining balance of
US$4 million (~AU$6 million) to complete Tranche 2 Placement of Shares and Options, subject to receiving the
necessary Shareholder approvals and related Condition Precedents .
Tranche 2 Placement Options will be issued on the same terms and pricing as those under Tranche 1 Placement,
on a one (1) free option for every two (2) new Shares issued under Tranche 2. Details of the time and venue for
the General Meeting to consider the shareholder approvals and resolutions via a notice of meeting is expected to
be advised shortly.
The exact number of new TGM shares and attaching options issued under Tranche 2 Placement will be subject to
the conversion rate applied (USD:AUD) at the time funds are received by the Company.
Oversubscribed Private Placement for US$2 million
The Company wishes to advise that it has received a firm commitment for an additional US$2 million
(~AU$3 million) from institutional investors on the same terms as the two-tranche Placement. The Company will
issue approximately 23,048,113 new TGM Shares, at the issue price of $0.13 (13 cents) per share, along with
approximately 11,524,056 attaching options.
The exact number of new TGM shares and attaching options issued under the US$2 million Placement will be
subject to the conversion rate applied (USD:AUD) at the time funds are received by the Company.
20 ASX Announcements: “Theta Gold Mines Inks US$10m Equity Funding Placement” dated 6 May 2024 And “Equity Funding Placement Update” dated 11 June 2024
21 Number of new shares is calculated after conversion of USD received to AUD at a rate of 0.6676 and applying the per share issue price of 13 cents.
22 as per Reference 1.
23 ASX Announcements: “Theta Gold Mines Inks US$10m Equity Funding Placement” dated 6 May 2024 And “Equity Funding Placement Update” dated 11 June 2024
24 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.
25 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.
26 Shares issued under the additional US$2 million Placement will be issued at a 17% discount to the 15-day VWAP.
2 8
CORPORATE
CHANGES TO CORPORATE EXECUTIVE AND
MANAGEMENT TEAM
During the current financial year the Company has not announced any changes at the board level. The Company
may continue to announce further changes at the board or management levels in preparation of operational
readiness for the TGME Gold Mine Project.
INVESTMENT IN BULLION ASSET MANAGEMENT
In January 2021, the Company made a TGM-scrip based equity investment in Bullion Asset Management
Services Pte Ltd (“BAM”), a Singapore-based technology company focused on financing, blockchain technology,
tokenization of physical gold bullion and precious metals trading.
BAM is a Singapore registered company co-founded by Decentralised Capital Pte Ltd, a related entity of Aura
Group, and backed by Jaggards Trading Pty Ltd, Australia’s oldest bullion and rare coin merchant, and DigitalX
Ltd (ASX: DCC), an ASX listed technology and digital asset management company.
The investment in BAM comprised an initial subscription of AU$700,000 (US$469,000) worth of BAM shares
which was settled on 29 January 2021 by the issue of 2,087,682 Theta Gold shares at AU$0.335 per share.
The Company wishes to retain its investment in BAM and continue to work with the group in alternative gold
financing and project joint venture initiatives.
During the 2022 financial year, BAM attempted to raise capital from the market which was not successful.
DigitalX who is a significant shareholder in BAM is working to incubate the technology and stored assets whilst
strategic investors are found.
As at 30 June 2024 the Company had impaired 100% of its investment in BAM to nil on the basis that BAM has
scaled back its platform and services to new investors. This is consistent with the approach adopted by DigitalX
who is one of BAM’s significant shareholders.
OPTION TO EXTEND SECURED BOND FACILITY WITH 2INVEST
AG FOR A FURTHER 12 MONTHS
On 13 May 202227, the Company announced it had entered into an agreement to extend the maturity date for
the outstanding A$6 million Secured Bond Facility (Secured Bond) it currently holds with 2Invest AG and its
associates for a further 12 months to 31 January 2024. The maturity date and repayment of the A$6 million
Secured Bond was originally 23 January 2023 which was extended for a further 12 months to 23 January 2024 to
allow the Company to continue to use funds to develop the TGME gold project.
As part of the agreement, the Company issued 15 million unlisted Series C Options to 2Invest AG with an exercise
price of $0.17 and expiry date on or before the 16 January 2024.
EXTENSION OF PAYMENT DATE ON INTEREST OWED TO
2INVEST AG
As part of ongoing funding arrangements, 2Invest AG also agreed for the Company to defer interest payable for
the six- month period ended 31 January 2023 relating to the A$6 million Secured Bond owing to 2Invest AG from
31 January 2023 until such time as the company has paid the outstanding interest. The Company is required to
pay an accrued daily calculated interest rate of 20% per annum, plus for each day the interest is paid late, an
additional default interest of 5% per annum until the due interest is paid.
Interest payable for the six-month period ended 31 July 2023 was however subsequently paid by the due date in
July 2023.
27 Refer to ASX Release dated, 13 May 2022 titled “Option to Extend Bond Facility Maturity Date and Issue of New Call Options”.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
2 9
As compensation for the delayed interest payment relating to the interest payment due on 31 January 2023, the
Company issued 2Invest AG on the 4 April 2023, 1,000,000 new TGM Ordinary Shares issued on a proportional
basis to the Bond Holders in accordance with their respective Bond holdings, and 1,000,000 unlisted options,
with an exercise price of $0.055 and an expiry date of 2 October 2023. (Compensation Shares and Options)
In addition, the Company agreed to issue 1,000,000 unlisted options (Delayed Interest Options) for each and
every later month thereafter where the 31 January 2023 interest remains unpaid. The options were issued with
an exercise price issued ‘at- the market’ determined on the last trading day prior to issue date with an expiry date
of 180 days from the date of issue. A list of Delayed Interest Options issued at the time of this Annual Report is
as follows:
•
On 1 February 2024, 1,000,000 unlisted options for February 2024, exercise price of $0.11 and expiry
date of 30 July 2024;
•
On 1 March 2024, 1,000,000 unlisted options for March 2024, exercise price of $0.012 and expiry date
of 28 August 2024;
•
On 2 April 2024, 1,000,000 unlisted options for April 2024, exercise price of $0.0175 and expiry date of
29 September 2024;
•
On 1 May 2024, 1,000,000 unlisted options for May 2024, exercise price of $0.15 and expiry date of
28 October 2024 2024; and
•
On 3 June 2024, 1,000,000 unlisted options for June 2024, exercise price of $0.145 and expiry date of
20 November 2024.
2INVEST AG SECURED BONDS REDEMPTION
Following completion of the several private placements, the Company announced28 it had now fully redeemed the
AU$6million Secured Bond29 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 for potential future project
funding requirements.
28 Refer ASX Announcement titled, “US$8 million Private Placement and Full Redemption of AU$6 million Secured Bond”.
29 ASX Announcements: “Funding Package to Accelerate TGME Project” dated 2 August 2021.
3 0
OUTLOOK
\
The Company is focused on organic growth strategy for the TGME gold mines. Developing the first four (4)
underground mines, then adding new operations as funding and permitting allows. Theta’s great strength is its
optionality with 43 historical mines under management. Six (6) mines over the coming years will be evaluated for
development targeting the 160,000 ounces per annum production profile as each new mine brought online adds
to the production profile.
The Company has increased operational capacity with its highly experienced mining team in South Africa. The
team is tasked with delivering the project on the ground. Efforts this year have been positive with the completion
of the definitive FS and successful permitting licences granted along with resource upgrades and strong project
economics from the TGME Underground Project, demonstrating that underground mines in the East Transvaal
Goldfield can be mined effectively in today’s modern environment.
Following the completion of the FS in July 2022 and a successful trial mining programme at the Frankfort mine,
the Company will be taking steps towards pre-development and construction works, subject to securing the
necessary funding.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
3 1
Ore Reserve Category
Grade
Tonnes
Au Content
g/t
kt
kg
koz
Probable
6.51
1,662
10,822
347.94
Total
6.51
1,662
10,822
347.94
ORE RESERVE AND MINERAL
RESOURCE STATEMENT
Table 10: Combined Underground and Open Pit Ore Reserves as at 1 February 2021
NOTES:
1. The information pertaining to the Ore Reserve estimation is detailed in the notes of the Ore Reserve tabulation for the individual operations.
Table 11: Combined Mineral Resource as at 1 February 2021
NOTES:
1. Columns may not add up due to rounding.
2. Gold price used for the cut-off calculations is USD1,500/oz.
3. UG Mineral Resources are reported at a cut-off of 160 cm.g/t, open pit at 0.5 g/t and 0.35 g/t, tailings and rock dumps at 0.35 g/t.
4. Fault losses of 5% for Measured and Indicated, 10% for Inferred Mineral Resources.
5. Mineral Resources are stated as inclusive of Ore Reserves.
6. Mineral Resources are reported as total Mineral Resources and are not attributed.
Table 12: Beta Underground Ore Reserve as at 1 February 2021
NOTES:
7. An Ore Reserve cut-off of 170 cm.g/t has been applied.
8. A gold price of USD 1,465 / oz and exchange rate of 16 ZAR / USD was used for the cut-off calculation.
9. Ore Reserves are reported as total Mineral Reserves and are not attributed.
Operation
Grade
Tonnes
Au Content
g/t
kt
kg
koz
Beta
6.51
1,662
10,822
347.94
Frankfort
4.13
319
1,317
42.33
CDM
2.31
385
889
28.58
Open Pit (MR83)
2.74
2,164
4,996
160.61
Total
3.92
4,530
18,024
579.46
Resource
Classification
Type of Operation
Combined Mineral Resource
Tonnage
Gold Grade
Gold Content
Mt
g/t
Kg
koz
Measured
Underground
0.091
5.37
489
15.7
Open pit
Tailings
Total Measured
0.091
5.37
489
15.7
Indicated
Underground
4.774
6.21
29 661
953.7
Open Pit
8.109
2.14
17 364
558.2
Tailings
5.244
0.83
4 373
140.6
Total Indicated
18.127
3.03
51 398
1652.5
Inferred
Underground
21.452
5.22
111 880
3597.0
Open pit
4.907
5.11
25 057
805.6
Tailings
0.023
0.57
13
0.4
Rock Dump
0.885
1.20
1 059
34.0
Total Inferred
27.267
3.025
138 009
4 437.0
Grand Total
45.486
4.42
189 896
6 105.2
3 2
Table 13: Frankfort Underground Ore Reserve as at 1 February 2021
NOTES:
1. An Ore Reserve cut-off of 150 cm.g/t has been applied.
2. A gold price of USD 1,465 / oz and exchange rate of 16 ZAR / USD was used for the cut-off calculation.
3. Ore Reserves are reported as total Ore Reserves and are not attributed.
Table 14: CDM Underground Ore Reserve as at 1 February 2021
NOTES:
1. An Ore Reserve cut-off of 121 cm.g/t has been applied.
2. A gold price of USD 1,465 / oz and exchange rate of 16 ZAR / USD was used for the cut-off calculation.
3. Ore Reserves are reported as total Ore Reserves and are not attributed.
Table 15: Ore Reserves for the Open pit Operations as at 1 February 2021
NOTES:
1. An Ore Reserve cut – off of 0.4 g/t was applied.
2. A gold price of USD 1,300 / oz was used for the cut – off calculation.
3. Ore Reserves are reported as total Ore Reserves and are not attributed.
Table 16: Total Theta Project – Mineral Resources, 1 February 2021
Ore Reserve Category
Grade
Tonnes
Au Content
g/t
kt
kg
koz
Proved
4.24
60
254
8.16
Probable
4.11
259
1,063
34.16
Total
4.17
319
1,317
42.32
Ore Reserve Category
Grade
Tonnes
Au Content
g/t
kt
kg
koz
Probable
2.31
385
889
28.58
Total
2.31
385
889
28.58
Ore Reserve Category
in LoM Plan
Pit
Grade
Reef Tonnes
Au Content
g/t
kt
kg
koz
Probable
Browns Hill
2.61
279
728
23
Probable
Iota
2.43
1,490
3,628
117
Probable
Theta Hill
1.62
395
640
21
Total
2. 221
2,164
4,996
161
Open Pit Mine
Reef
Au Content
g/t
Cm
cmgt
Mt
Kg
koz
Indicated
Shale
1.02
200
204
0.397
404
13.0
Bevett’s
1.08
223
241
0.856
925
29.7
Upper Theta
2.41
100
241
0.651
1 571
50.5
Lower Theta
3.79
100
379
0.839
3 178
102.2
Beta
2.51
100
251
0.373
938
30.1
Columbia Hill
Bevett’s
2.98
114
340
0.108
323
10.4
Columbia Hill
Upper Rho
2.33
402
937
0.897
67.2
Columbia Hill
Lower Rho
2.51
520
1306
0.981
2 464
79.2
Columbia Hill
1.06
114
121
0.163
173
5.6
Total Indicated
2.29
258
591
5.265
12 066
Theta & Browns Hill
Theta & Browns Hill
Theta & Browns Hill
Theta & Browns Hill
Theta & Browns Hill
Resource
Classification
Reef
Grade
Reef
Width
Content
Reef
Tonnes
387.9
Lower Theta
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
3 3
NOTES:
1. Theta Project (Theta Hill, Browns Hill and Iota) cut-off is 0.35 g/t;
2. The gold price used for the cut-off calculations is USD 1,500 / oz;
3. Geological losses applied are 10% for inferred and 5% for Indicated and Measured;
4. Theta Hill and Browns Hill – Upper Theta Reef, Lower Theta Reef and Beta Reef are diluted grades over 100cm;
5. Historical mine voids have been depleted from the Mineral Resource;
6. The inferred Mineral Resources have a high degree of uncertainty and it should not be assumed that all or a portion thereof will be converted to Ore Reserves;
7. Mineral Resources fall within the mining right 83MR and 341MR.
Table 16: Total Theta Project – Mineral Resources, 1 February 2021 - continued
Bevett’s
Open Pit Mine
Reef
Au Content
g/t
C m
cmgt
Mt
Kg
koz
Inferred
Shale
1.12
215
240
0.600
668
21.5
1.17
217
254
0.451
528
17.0
1.86
100
186
0.948
1 762
56.6
8.06
100
806
1.384
11 153
358.6
Beta
2.17
100
217
0.778
1 686
54.2
Columbia Hill
Upper Rho
5.12
134
687
0.131
673
21.6
Total Inferred
3.84
129
497
4.292
16 470
Resource
Classification
Open Pit Mine
Reef
Au Content
g/t
cm
cmgt
Mt
Kg
koz
Indicated
Total Theta Project
All
2.29
258
591
5.3
12 066
387.9
Inferred
Total Theta Project
All
3.84
129
497
4.3
16 470
529.5
Total Indicated and Inferred
2.99
200
598
9.6
28 535
Theta & Browns Hill
Theta & Browns Hill
Theta & Browns Hill
Theta & Browns Hill
Theta & Browns Hill
Reef
Grade
Reef
Width
Content
Reef
Tonnes
Reef
Grade
Reef
Width
Content
Reef
Tonnes
Resource
Classification
Upper Theta
Lower Theta
529.5
917.4
3 4
DISCLAIMERS
COMPETENT PERSONS
STATEMENT
MINERAL RESOURCES
Mr. Uwe Engelmann confirms that he is the Competent
Person for the TGM Mineral Resources as reported
on TGM’s Mineral Resources which is extracted from
TGM’s ASX announcement dated 8 April 2021 (Initial
Maiden Underground Mining Reserve) and 25 October
2021 (TGME Project Permitting Update) available
to view at www.asx.com.au and was prepared in
accordance with the guidelines of the 2012 Edition
of the Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves (JORC
Code, 2012). Mr. Engelmann has read and understood
the requirements of the JORC Code (2012).
Mr. Engelmann is a Competent Person as defined
by the JORC Code, 2012, having more than five
years’ experience that is relevant to the style of
mineralisation and type of deposit described in this
report and to the activity for which he is accepting
responsibility. Mr. Engelmann (BSc (Zoo. & Bot.), BSc
Hons (Geol.), Pr.Sci.Nat. No. 400058/08, MGSSA),
is a director of Minxcon (Pty) Ltd and a member
of the South African Council for Natural Scientific
Professions. Mr. Engelmann is a full-time employee of
Minxcon (Pty) Ltd and has reviewed this report and
consents to the inclusion of the matters based on
his supporting information in the form and context in
which it appears.
The information in this announcement that relates to
TGM’s Mineral Resources is extracted from TGM’s
ASX announcement dated 8 April 2021 (Initial Maiden
Underground Mining Reserve) and 25 October 2021
(TGME Project Permitting Update) available to view
at www.asx.com.au, and was prepared in accordance
with the guidelines of the JORC Code (2012). TGM
confirms that it is not aware of any new information or
data that materially affects the information included
in the original market announcement and that all
material assumptions and technical parameters
underpinning the Mineral Resources estimates in the
relevant market announcement continue to apply and
have not materially changed. TGM confirms that the
form and content in which the Competent Person’s
findings are presented have not been materially
modified from the original market announcement.
ORE RESERVES
The information in this report relating to Ore Reserves
is based on, and fairly reflects, the information and
supporting documentation compiled by Mr. Daniel
van Heerden (B.Eng (Mining M.Com (Business
Management), member of Engineering Council
of South Africa (Pr.Eng. Reg. No. 20050318)), a
director of Minxcon Pty Ltd and a fellow of the South
African Institute of Mining and Metallurgy (FSAIMM
Reg. No. 37309).
Mr van Heerden has sufficient experience that
is relevant to the style of mineralisation under
consideration and to the activity being undertaken
to qualify as a Competent Person as defined in the
JORC Code (2012). Mr van Heerden consents to
the inclusion in the report of the matters based on
his information in the form and context in which
it appears.
The information in this announcement that relates
to TGM’s Ore Reserves is extracted from TGM’s ASX
announcement dated 8 April 2021 (Initial Maiden
Underground Mining Reserve) and 25 October 2021
(TGME Project Permitting Update) available to view
at www.asx.com.au, and was prepared in accordance
with the guidelines of the JORC Code (2012). TGM
confirms that it is not aware of any new information or
data that materially affects the information included
in the original market announcement and that all
material assumptions and technical parameters
underpinning the Ore Reserve estimates in the
relevant market announcement continue to apply and
have not materially changed. TGM confirms that the
form and content in which the Competent Person’s
findings are presented have not been materially
modified from the original market announcement.
FORWARD LOOKING STATEMENT
This report has been prepared by and issued by Theta
Gold Mines Limited to assist in informing interested
parties about the Company and should not be
considered as an offer or invitation to subscribe for
or purchase any securities in the Company or as an
inducement to make an offer or invitation with respect
to those securities. No agreement to subscribe for
securities in the Company will be entered into on the
basis of this report.
This report may contain forward looking statements.
Whilst Theta Gold has no reason to believe that
any such statements and projections are either
false, misleading or incorrect, it does not warrant or
guarantee such statements. Nothing contained in this
announcement constitutes investment, legal, tax or
other advice. This overview of Theta Gold does not
purport to be all inclusive or to contain all information
which its recipients may require in order to make an
informed assessment of the Company’s prospects.
Before making an investment decision, you should
consult your professional adviser, and perform
your own analysis prior to making any investment
decision. To the maximum extent permitted by law,
the Company makes no representation and gives
no assurance, guarantee or warranty, express or
implied, as to, and take no responsibility and assume
no liability for, the authenticity, validity, accuracy,
suitability or completeness of, or any errors in or
omissions, from any information, statement or opinion
contained in this announcement. This report contains
information, ideas and analysis which are proprietary
to Theta Gold.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
3 5
MINING RIGHTS AND APPLICATIONS
FOR MINING RIGHTS
Table 17: List of current Mining Rights (MR) and Applications for Mining Rights
MR No
Description
Farms
Effective
Date
Expiry Date
Remarks
NORTHERN TENEMENTS (MR83, MR330, MR340, MR341, MR10167)
MR 83
Greater
TGME
Portions 1, 2, 3, 4, 5 and the
Remaining Extent of Frankfort
509KT, Krugers Hoop 527 KT,
Portions 1, 2 and the Remaining
Extent of Morgenzon 525 KT, Peach
Tree 544 KT, 18, 42, 43, 44 and
Remaining Extent of Ponieskrans
543 KT and Portion 1 and the
Remaining Extent of Van der
Merwes Reef 526 KT
16-Oct-13
15-Oct-23
Granted
MR 330
Beta Re-
Development
& Grootfontein
Cluster
Portions 1, 2, 3 and the Remaining
Extent of Grootfonteinberg 561 KT
and Remaining Extent of
Grootfontein 562 KT
Refer Note 1
Refer Note 1
Granted
MR 340
Hermansburg
Portion of the Remaining Extent of
Hermansburg 495 KT
10-Jul-13
09-Jun-23
Granted
MR 341
PTD’s
Portions 1 and 2 and a Portion of
the Remainder Extent of
Grootfontein 562KT
25-Sep-19
16-Feb-22
Granted
MR 10167
TGME
Desire 563KT, RE and Ptn 1, 2, 3,
12, 14, 15, 17, 18, 19, 20, 22 and 23
of Doornhoek 545KT, RE and Ptn 1,
2 and 3 Rotunda Greek 510KT,
Vaalhoek 474KT, Buffelsfontein
452KT, RE and Ptn 1 of
Willemsoord 476KT, Sacramento
492KT, Granite Hill 477KT, Blackhill
528KT, Manx 475KT, Klondyke
493KT, Hermansburg 495KT
Refer Note 1
Refer Note 1
Consolidation of
Prospecting
Rights
10255PR,
10404PR,
10254PR
Granted
SOUTHERN TENEMENTS (MR198, MR358, MR433, MR10161)
MR198
Elandsdrift
Heap Leach
Portions 1 and 2 of Elandsdrift 220 JT
18-Mar-08
17-Mar-09
Renewal
submitted
MR 358
Rietfontein
Portion of the Remaining Extent and
Portion 2 and 3 of the farm Spitskop
195 JT, Portion of Portion 16 of
Waterval 168 JT and Portion of the
Remaining Extent of Maliveld Vallei
192 JT
05-Jun-13
04-Jun-28
Amendment
application
pending to
incorporate
portions of
Portions 1, 4
and 6 of the
farm Rietfontein
193 JT
MR 433
MR 10161
Glynn’s
Lydenburg
Sabie
Portion 5 of Grootfontein 196 JT and
Remaining Extent of
Spitzkop 195JT, Ptns of the RE and
Ptn 1 of Hendriksdal 216JT,
Grootfontein 196JT, Waterval 168JT,
Sheba 219JT, Vertroosting 218JT,
Olifants Geraamte 198JT,
Rietfontein 193JT
Consolidation of
Prospecting
Rights
10005PR,
660PR,
10252PR
Granted
Olifantsgeraamte 198 JT
12-Nov
Refer Note 1
Refer Note 1
-13
11-Nov-23
Granted
NOTE 1:
The period of grant of the mining right will be determined upon execution thereof. In the South African context, mining rights may be granted for up to 30 years and are renewable thereafter.
3 6
Figure 19: Tenement map
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
3 7
Corporate Governance Statement
The Board of Directors support good corporate governance practices. Unless disclosed otherwise, the best practice recommendations of the
ASX Corporate Governance Council have been applied for the financial year ended 30 June 2024.
This Corporate Governance Statement was approved by the Board on 30 September 2024.
The Board has adopted a Corporate Governance Charter which encompasses a Board Charter, Code of Conduct, Continuous Disclosure
Policy and Diversity Policy. Separately, the Board has also adopted a Securities Trading Policy, Audit and Risk Management Committee
Charter and a Nomination and Remuneration Committee Charter. The Company’s constitution, the Charters and the Securities Trading
Policy are available on the Company’s website (www.thetagoldmines.com).
References to Company in this statement shall, where applicable, include the Consolidated Entity.
Principle 1: Lay solid foundations for management and oversight
The roles of the Board and the Managing Director are separate.
The Board is responsible for the following:
(i)
ensuring compliance with the Corporations Act, ASX Listing Rules and all other relevant laws;
(ii)
appointment of appropriate staff, consultants and experts to assist in the Company’s operations, including the selection and
monitoring of a chief executive officer;
(iii)
approving annual budgets and monitoring financial and other reporting;
(iv)
monitoring and ensuring appropriate accountability for directors’ and senior managers’ remuneration;
(v)
oversight of the Company including its framework of control and accountability systems to enable risk to be assessed and managed;
(vi)
input into and final approval of management’s development of corporate strategy and performance objectives;
(vii)
monitoring management’s performance and implementation of strategy and ensuring appropriate resources are available;
(viii)
approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures.
The Company has a four-member Board comprising of Executive Director and three Non-Executive Directors, including the Chairman.
The Executive Director, Mr Charles William Guy is responsible for conducting the affairs of the Company under delegated authority from the
Board and implementing the policies and strategies set by the Board. In carrying out his responsibilities, the Executive Director must report
to the Board in a timely manner and ensure all reports to the Board present a true and fair view of the Company’s financial position and
operating results.
There has been Board renewed in the last three financial years, with two directors retiring from the Board with the appointment of one new board
member. Whilst no formal performance review was undertaken on senior executives, the executives undertake an annual self-assessment
questionnaire and receive informal feedbacks on their performance from time to time. No performance evaluations have been conducted on,
or by, the directors during the reporting period. The Company undertakes appropriate checks before appointing its board and senior
management before putting someone forward for election as a director or executive management member.
The Company Secretary is directly accountable to the Board on all Board matters. He also acts as secretary of all Board committees.
The Company Secretary is also responsible for ensuring compliance of Board procedures and advising the Board on governance matters.
The Company Secretary is responsible for oversight of the share registry services provided by Boardroom.
All directors and senior executive appointments are made in writing.
Diversity policy
Diversity is about the commitment to equality and treating all individuals with respect irrespective of religion, race, ethnicity, language, gender,
sexual orientation, disability, age or any other area of potential difference.
The Board recognizes that a diverse and inclusive workforce is not only good for our employees but also good for our business. It helps the
Company attract and retain talented people, create more innovative solutions, and be more flexible and responsive. Across the Company, there
is increasing momentum on diversity with a particular focus on gender and age, as well as greater work and career flexibility.
As the Company grows, the Directors are also committed to increasing the representation of females at all levels of the organisation including
senior management and at Board level. However, measurable objectives for achieving gender diversity have not been set given the stage of the
Company’s development.
3 8
Principle 2: Structure the board to add value
The Board is comprised of the following directors, whom are mostly all Non-Executive Directors save for
Mr Charles William Guy who was made an Executive Chairman on 10 November 2021 having previously served on the board from 2018 as a
Non-Executive Director. The skills, experience and expertise of each director in office at the date of this report, their attendances at meetings
and their term of office are detailed in the Directors’ Report.
Charles William Guy
Executive Chairman
Not Independent
Bill Richie Yang
Non-Executive Director
Independent
Byron Dumpleton
Non-Executive Director
Independent
Guyang (Brett) Tang
Non-Executive Director
Not Independent
The Chairman of the Board is not an independent director. Mr. Charles William Guy is Executive Chairman and is not considered independent
while Mr Brett Tang is associated with a substantial shareholder of the Company who is also not considered independent.
In assessing the independence of directors, the Company will generally regard an Independent Director as a non-executive director (that is,
not a member of management) who:
•
is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of
the Company.
•
within the last three years has not been employed in an executive capacity by the Company or another group member, or been a
director after ceasing to hold any such employment;
•
within the last three years has not been a principal of a material professional advisor or a material consultant to the Company or
another group member, or an employee materially associated with the service provider;
•
is not a material supplier or customer of the Company or other group member, or an officer of or otherwise associated directly or
indirectly with a material supplier or customer; and
•
has no material contractual relationship with the Company or another group member other than as a director of the Company.
Independent directors have the right to seek independent professional advice in the furtherance of their duties as directors at the Company’s
expense. Written approval must be obtained from the chair prior to incurring any expense on behalf of the Company.
The Company does not conduct induction or professional development programs; however, directors are encouraged to attend external
programs and courses.
Nomination and Remuneration Committee:
The members of the committee are –
•
Bill Richie Yang (Chair)
•
Charles William Guy
•
Byron Dumpleton
•
Brett Tang
The Nomination and Remuneration Committee Charter sets out the process for nomination and election of directors.
The attendance of each committee member at committee meetings is set out in the Directors’ Report.
Board skills matrix:
The Board believes that, collectively, the directors have a diverse and relevant range of skills, backgrounds, knowledge, and experience to
ensure effective governance of Theta Gold. To the extent that any skills are not directly represented on the Board, they are augmented
through management and external advisors. Directors contribute industry knowledge, international experience perspectives and specific
subject matter expertise in a range of strategic, operational and financial aspects that are critical to the implementation of our strategy and
long-term success.
The current mix of skills and experience on the Board is as follows:
Experience and skills Number of directors
Mining operations
2
Geology
2
Finance and accounting
2
Strategic planning and risk management
3
Governance and compliance
3
Business development
2
Environment and Sustainability
2
Public company directorship and management
4
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
3 9
Performance assessment:
The Board has adopted a formal process for an annual self-assessment and peer review of its collective performance, the performance of
individual directors and of Board committees. Such an assessment involves reviewing the role of the Board, assessing its performance over
the previous 12 months and examine ways in which the Board can better perform its duties. This assessment was undertaken in June 2024,
using a self-assessment questionnaire as the basis for evaluation of performance against the requirements of the Board Charter.
Principle 3: Act ethically and responsibly
The Board acknowledges and emphasises the importance of all directors and employees maintaining the highest standards of corporate
governance practice and ethical conduct.
A code of conduct has been established requiring directors and employees to:
•
Act honestly and in good faith,
•
Exercise due care and diligence in fulfilling the functions of office,
•
Avoid conflicts and make full disclosure of any possible conflict of interest,
•
Comply with the law,
•
Encourage the reporting and investigation of unlawful and unethical behaviour; and
•
Comply with the share trading policy outlined in the Code of Conduct.
Directors are obliged to be independent in judgement and ensure all reasonable steps are taken to ensure due care is taken by the Board in
making sound decisions.
Principle 4: Safeguard integrity in corporate reporting
Audit Committee
The Company has an Audit and Risk Management Committee which operates under a charter that sets out its role. The Committee’s primary
function is to assist the Board in discharging its responsibility to exercise due care, diligence and skill in relation to the Company, including
appointment of external auditors, business risk management, internal control systems, business policies and practices and monitoring
corporate conduct and business ethics.
Members of the Audit and Risk Management Committee, a majority independent directors, are –
•
Bill Richie Yang (Chair) – appointed as Chair on 15 August 2022
•
Charles William Guy
•
Byron Dumpleton
The skills, experience and expertise of each committee member and their attendances at committee meetings are set out in the
Directors’ Report.
Financial reporting
The Chair (in the absence of a Managing Director role) together with the Chief Financial Officer or equivalent , are required to declare in
writing to the Board each financial period that the financial records have been properly maintained and that the financial statements and notes
for the financial period give a true and fair view of the financial position and performance of the Consolidated Entity and comply with relevant
accounting standards and that the declaration, provided in accordance with section 295A of the Corporations Act, is founded on a sound
system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial
reporting risks.
The Company’s external auditor attends each annual general meeting and is available to answer questions pertaining to the audit of the
Company’s financial statements.
4 0
Principle 5: Make timely and balanced disclosures
The Company’s Corporate Governance Charter incorporates the Company’s continuous disclosure policy which sets out the Company’s
processes in dealing with price-sensitive information to ensure that it complies with its continuous disclosure obligations, the market is kept
fully informed and no director, employee or third-party deals in the Company’s securities while in possession of inside information.
The system for releasing information to the ASX is as follows:
(a) When any member of the Reporting Group (being the Chairman, Managing Director or Company Secretary) becomes aware of
information which he or she believes may need to be disclosed, he or she immediately contacts and gives full details to each of the other
members of the Reporting Group.
(b) The Reporting Group will take the following steps in relation to information received by them:
•
assess whether disclosure is required,
•
consult legal and other advisers (including the ASX) as necessary,
•
prepare an announcement for release to the ASX, and
•
forward the release to the ASX.
In order to maintain control over disclosures, the following persons only will be authorised to speak on the Company’s behalf to analysts,
brokers and institutional investors, and to respond generally to shareholder queries:
(a)
the Chairperson,
(b)
the Managing Director or CEO (if applicable),
(c)
the Company Secretary, and
(d)
any other person who has been given express prior authority by the Chairperson.
All announcements lodged with ASX are posted on the Company’s website after they have been released by ASX with Board approval. Any
new or substantive investor or analyst presentations are released to the ASX Markets Announcements Platform ahead of the presentation.
This includes presentations provided for general meetings, industry conferences or investor presentations. The Company has also set up an
Interactive Investor Hub which allows shareholders and investors the opportunity to log in and view presentation and ask questions directly to
the Company.
The Company does not have an internal audit function but however in accordance with the Corporations Act 2021, Theta Gold has appointed
an external auditor whose primary role is to form an opinion as to the truth and fairness of the annual financial statements.
Hall Chadwick is the current external auditors. Hall Chadwick replaced outgoing external auditors, Ernst and Young (EY) who had been the
Company’s external auditors for 7 years. The Company considers it governance to promote the rotation of external auditors to maintain
independence. On that basis Hall Chadwick were appointed as auditors at the 2023 Annual General Meeting by shareholders.
Principle 6: Respect the rights of security holders
The Board understands the importance of keeping shareholders and other stakeholders fully informed of material information in relation to
our activities on a timely basis.
The Company has a facility on its website for shareholders and interested parties to register for email alerts of announcements posted on the
website. Shareholders may also elect to receive notices of meetings by email.
Shareholders are entitled to vote on significant matters impacting on the business, which include the election and remuneration of directors,
changes to the constitution and receipt of annual financial statements. Shareholders are strongly encouraged to attend and participate in the
Annual General Meetings of the Company and other shareholder meetings, to lodge questions to be responded by the Board, and if not able
to attend the meetings, are encouraged to appoint proxies.
Our external auditor, Hall Chadwick, reviews the annual Directors Report, annual Remuneration Report and the annual and half-yearly
Financial Statements. The balance of periodic corporate reports, including quarterly reports, the annual Governance Statement are subject to
a rigorous internal verification process to ensure information is correctly reported and updated.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
4 1
Principle 7: Recognise and manage risks
The Board considers identification and management of key risks associated with the business as vital to maximising shareholder wealth. As a
gold exploration/development company operating in South Africa, the Company faces material business risks (operational, financial,
environmental and social sustainability), as well as regulatory, political and reputational risks.
The Board and management are required to report to the Committee on all material risks of the business and whether those risks are being
managed effectively. A risk matrix has been established which details all material risks arising from the Company’s operations which are
discussed at each board meeting. The Company undertakes mining and exploration activities and recognises that there are inherent risks in
conducting its business operations. Material risks associated with economic, environmental, and social sustainability are included and tabled
in the Company’s risk matrix and discussed at each board meeting to ensure that they form part of the robust risk assessment and
management process.
The Audit and Risk Management Committee reviews and oversees the management of the risks. Details of the Audit and Risk Committee are
set out above.
The Company does not have an internal audit function.
Risk review is an ongoing function. Risks are generally managed by strategies adopted such as –
i)
annual budgets
ii)
monthly/quarterly reports against budgets
iii)
financial authority limits
iv)
insurance programme
v)
regular monitoring.
The Board monitors risks through –
a)
monthly/periodic operations reports
b)
monthly/quarterly financial reports against budgets
c)
briefings by senior executives
d)
tour of operations.
Principle 8: Remunerate fairly and responsibly
The Board has a Nomination and Remuneration Committee. Details of the Nomination and Remuneration Committee are set out above.
The Company’s remuneration policy is set out in the Remuneration Report. The remuneration policy is designed to ensure that it is
appropriate and effective in attracting and retaining the best key management personnel (“KMP”), as well as create goal congruence
between KMPs and shareholders. To that end, remuneration is structured to comprise a fixed cash salary component and superannuation,
supplemented by incentive securities (performance rights and/or options) linked to share price performance or operational
performance hurdles.
The Board’s policy is to remunerate non-executive directors at market rates for time, commitment, and responsibilities. The Board
determines payments to the non-executive directors at A$50,000 per annum for each non-executive director. The maximum aggregate
amount of fees that can be paid to non-executive directors is subject to approval by shareholders in general meeting. This amount will not
exceed $600,000 per annum. Fees for non-executive directors are not linked to the performance of the Consolidated Entity. However, to
align directors’ interests with those of shareholders, all directors are encouraged to hold shares in the Company and directors may be granted
performance rights.
The Company has adopted an Employee Performance Rights and Option Plan (“Plan”). Grant of performance rights and options under the
Plan is at the discretion of the Board and is available to directors and employees of the Company as well as those of its subsidiaries in
South Africa.
The Company does not permit the hedging of incentive options and performance rights by directors
and employees.
4 2
Directors’ Report
Your Directors present their report, together with the financial statements of Theta Gold Mines Limited (“Company”) and its controlled
entities (“Consolidated Entity” or “Group”) for the financial year ended 30 June 2024.
Directors
The Directors of the Company during or since the end of the financial year are:
Charles William Guy
Executive Chairman (appointed 10 November 2021), previously Non- Executive Director
appointed 7 March 2018
Bill Richie Yang
Non-Executive Director (Appointed 15 June 2015)
Byron Dumpleton
Non-Executive Director (Appointed on 10
November 2021)
Guyang (Brett) Tang
Non-Executive Director (Appointed on 8 July 2018)
Information on Directors
Charles William Guy
Executive Chairman
Period of Directorship:
Appointed 10 November 2021 (previously Non-executive Director appointed 7 March 2018)
Qualifications:
B. App. Sc.
Member, Australian Institute of Geoscientists
Experience:
Bill Guy was appointed as a director of the company in March 2018 and is a professional mining
executive and geologist with over 30 years’ experience in exploration and resource development
in Asia, Australia and Europe. In previous executive and geology roles he was involved in all
aspects of the mining industry inclusive of project acquisitions, project development (Cockatoo
Island Fe), project discovery (Mt Ida Fe), and large scale JV (Newcrest JV Au), in both the
corporate and technical roles.
Interest in Shares and
Performance Rights:
Performance Options:
Held directly:
- 3,500,000 performance rights expiring 30 September 2025
- 1,750,000 performance rights expiring 30 September 2027
- 2,300,000 options expiring 30 September 2025
- 300,000 options expiring 30 September 2027
Held by Mineral Rock Pty Ltd
2,272,494 fully paid ordinary shares
Special Responsibilities:
Member of Nomination and Remuneration Committee
Member of Audit and Risk Management Committee
Member of the Social and Ethics Committee
Other Listed Company Directorships
in Last 3 Years:
N/A
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
4 3
Bill Richie Yang
Non-Executive Director
Period of Directorship:
Appointed 16 June 2015
Qualifications:
BCom (Business Economics and Finance), University of New South Wales
Experience:
Mr. Yang is a corporate financier and business executive, with more than 16 years in the mining
resources sector focused on business development, corporate strategies, M&A and financing.
Mr. Yang has held numerous executive directorships and management roles in junior mining
development companies, including Executive Director of ASX-listed Bligh Resources Limited
between 2015 and 2017. He is also Managing Director of Sydney/Hong Kong based Vs Capital
Group, a corporate finance advisory firm and Family Office investor.
Interest in Shares and Performance
Rights:
Performance Options:
Held directly:
- 3,500,000 performance rights expiring 30 September 2025
- 1,750,000 performance rights expiring 30 September 2027
- 2,300,000 options expiring 30 September 2025
- 300,000 options expiring 30 September 2027
Held by Bill Richie Yang
- 572,692 fully paid ordinary shares
Held by Vs Capital Investments Pty Ltd
- 1,938,099 fully paid ordinary shares
Held by Vs Capital Investments Pty Ltd
- 528,948 fully paid ordinary shares
Special Responsibilities:
Member of Audit and Risk Management Committee (Chair from 25 August 2022)
Member of Nomination and Remuneration Committee (Chair)
Member of the Social and Ethics Committee
Other Listed Company Directorships
in Last 3 Years:
Nil
Byron Dumpleton
Non-Executive Director
Period of Directorship:
Appointed 10 November 2021
Qualifications:
Bachelor of Applied Science in Geology, Graduated 1986
Member, Australian Institute of Geoscientists
Experience:
Geologist with over thirty years’ experience in Australia, Philippines & Indonesia:
Experience in structurally complex Archean Gold (16+yrs), Proterozoic Copper and Gold, Oxide
and Primary Copper (12+ yrs), Epithermal Gold/Silver (LS and HS) and Cu-Au Porphyry’s,
Archean and Ordovician VMS Copper Deposits, Sb and Au Shear Deposits (5+ yrs), Pb-Zn/Ag
base metal deposits, Nickel Laterites (Australian, Indonesian, PNG) and Tertiary Coal Deposits
(Indonesia). Iron Ore hematite and Magnetite Deposits (Mid-West W.A. and Mauritania,
West Africa).
Interest in Shares and Performance
Rights and Options:
Performance Rights:
Performance Options:
Held directly:
- 1,700,000 performance rights expiring 30 September 2025
- 1,950,000 performance rights expiring 30 September 2027
- 1,600,000 options expiring 30 September 2025
- 800,000 options expiring 30 September 2027
- 428,571 fully paid ordinary shares
Special Responsibilities:
Nil
Other Listed Company Directorships
in Last 3 Years:
N/A
4 4
Guyang (Brett) Tang
Non-Executive Director
Period of Directorship:
Appointed 3 July 2018
Qualifications:
Bachelor of Law (University of Soochow)
MBA (University of Nanjing)
Experience:
Mr Tang is a qualified lawyer in China and is also registered as a Fund Manager with the Asset
Management Association of China (AMAC).
He is a professional investor and fund manager, experienced in and been successful in mining
and mining investments. From 2007-2013, he was Executive Director at Yunnan Gold Mountain
Ltd, a joint venture gold/copper mining company with a Chinese state-owned mining enterprise.
Mr Tang is a director at Tasman Funds Management Ltd and a director and founding partner of
China Nanjing Venture Capital Ltd, a VC Fund.
Interest in Shares and Performance
Rights and Options:
Held directly
- 808,625 fully paid ordinary shares
- 1,000,000 performance rights expiring 30 September 2025
- 600,000 performance options expiring 30 September 2027
Held by Tasman Funds Management Ltd
- 32,730,995 fully paid ordinary shares
Special Responsibilities:
Member of Nomination and Remuneration Committee
Other Listed Company Directorships
in Last 3 Years:
Nil
Company Secretary
Brent Hofman
LL. B, and B. Com
(Appointed 16 November 2021)
Finance professional with twenty-plus years’ experience as Company Secretary and CFO with
multiple ASX Listed entities predominately in the resources and energy sectors.
Strong commercial and corporate administrative background with a Bachelor of Commerce
(B.Com.), Griffith University Brisbane, A Bachelor of Law (LL.B), QUT Brisbane and
qualifications from the Chartered Accountants Australia and New Zealand.
Familiar with corporate and commercial law, listing rules, ASX disclosures, IPO experience, M&A
and large asset monetarisation transactions, hostile takeovers, taxation and consolidating large
and complex corporate entities for Australia, South Africa Hong Kong, United States, New
Zealand, Vietnam and the Pacific Regions (PNG / SI).
Qualifications
Bachelor of Law (QUT Brisbane)
Bachelor of Commence (Griffith University Brisbane)
Interest in Shares and Performance
Rights and Options:
Held directly:
- 1,000,000 performance rights expiring 30 September 2025
- 600,000 performance options expiring 30 September 2027
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
4 5
Principal Activities
The Consolidated Entity holds prospective gold assets in the Pilgrim’s Rest – Sabie goldfield, a historic South African gold mining region.
These assets include several surface and near-surface high-grade gold projects. The principal activities during the year consisted of
continuing exploration with particular focus on optimising the feasibility study on the TGME Underground Gold Project completed in July
2022, in parallel with securing various permitting entitlements over the existing mining rights. The Company also commence a commercial
trial bulk sample program at its Frankfort gold mine which is expected to produce early cashflow for the Company.
Operating and Financial Review
The review of operations during the year is set out on pages 4 to 36.
Significant Changes in State of Affairs
The following significant changes in the state of affairs of the Consolidated Entity occurred during the financial year:
(a) Issued capital increased US$3,929,000 arising primarily from the issue of securities to raise funds for the group’s activities.
(b) The Company announced on 6 May 2024 that it had received firm commitments to raise up to US$10 million (A$15.2 million) via a two-
tranche Placement to an existing sophisticated and professional institutional investor. Tranche 1 US$6 million, (AU$8.9 million) was
completed as announced on 16 September 2024 along with the issue of shares and options. Tranche 2 US$4 million, (AU$6.2 million) is
subject to shareholder approvals.
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.
(c)
Theta further announced on the 26 June 2024 it had received firm commitments from existing and new sophisticated and wholesale
investors 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 2024 Placement will result in the Company issuing a further 46,276,113 million new fully paid
TGM Ordinary Shares at the issue price of AU$0.13 (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.
(d) The Company further advised on 16 September 202430 that it has received a firm commitment for an additional US$2 million (~AU$3
million) from institutional investors on the same terms as the US$10 million Two-Tranche Placement.
The Company issued approximately 23,048,11331 new TGM Shares, at the issue price of AU$0.13 (13 cents) per share, along with
approximately 11,524,056 attaching options.
Dividends
No dividend was paid, recommended or declared but not paid since the start of the financial year.
Likely Developments and Expected Results
Subject to receipt of permitting approval for underground mining and securing project finance, it is the Company’s intention to develop
the TGME Underground Gold Project as the group’s initial mining project. The group will also be aiming to actively explore the
surrounding Theta Project area to increase the project mine life. Subject to funding, it would be the group’s plan to convert the large
mineral resource into ore reserves through further drilling and exploration.
30 Ref to ASX Release dated 16 September 2024 titled, “US$8 million Private Placement and Full Redemption of AU$6 million secured bond.
31 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.
4 6
Environmental Regulations
The Consolidated Entity’s operations are subject to environmental regulation under both South African and Australian legislation. There
have been no known breaches of these regulations by the Consolidated Entity.
Significant Events after Balance Date
Private Placements and Funding Updates
US$4 million Private Placement:
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$6.0236 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 46,276,11337 million new fully paid
TGM Ordinary Shares at the issue price of A$0.1338 (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.
US$10 million Two-Tranche Placement:
Tranche 1 Placement
The Company confirms that it has now received all proceeds under Tranche 1 Placement of US$6 million (~AU$8.99 million) from Hong
Kong Ruihua Green Development Limited (“HRGD”), a sister company to HRIM created during the Overseas Direct Investment (“ODI”)
application process39 in China, and will issue 69,137,53740 new TGM Ordinary Shares (Tranche 1 Placement Shares) at the issue price of
$0.13 (13 cents) per share, along with 34,568,769 unlisted options, on a one (1) free option for every two (2) new Shares issued under
Tranche 1 Placement.
Each Tranche 1 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 $0.13 cents), and expiry date 2 years from the date of issue. Options issued under Tranche 1 will not be quoted.
New Tranche 1 Placement Shares and attaching options were issued on Tuesday, 17 September 2024 utilising the Company’s currently
available capacity to issue shares, pursuant to ASX Listing Rules (LR’s).
36 The conversion price of (USD:AUD) was based on the closing spot price(s) published by the RBA.
37 The exact number of new TGM shares and attaching Options to be issued in the June 2024 Placement will be dependent on the conversion rate on
the day the US$ funds are received and converted to AU$ by the Company.
38 The issue price per share of $0.13 is a 12.3% discount to the 15-day VWAP of $0.1482.
39 ASX Announcements: “Theta Gold Mines Inks US$10m Equity Funding Placement” dated 6 May 2024 And “Equity Funding Placement Update”
dated 11 June 2024
40 Number of new shares is calculated after conversion of USD received to AUD at a rate of 0.6676 and applying the per share issue price of 13 cents.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
4 7
Tranche 2 Placement
As previously advised by the Company41, HRIM remains committed to providing the remaining balance of US$4 million (~AU$6 million)
to complete Tranche 2 Placement of Shares and Options, subject to receiving the necessary Shareholder approvals and related
Condition Precedents42.
Tranche 2 Placement Options43 will be issued on the same terms and pricing as those under Tranche 1 Placement, on a one (1) free option
for every two (2) new Shares issued under Tranche 2. Details of the time and venue for the General Meeting to consider the shareholder
approvals and resolutions via a notice of meeting issued 26 September 2024.
The exact number of new TGM shares and attaching options issued under Tranche 2 Placement will be subject to the conversion rate
applied (USD:AUD) at the time funds are received by the Company.
Oversubscribed Private Placement for US$2 million:
The Company wishes to advise that it has received a firm commitment for an additional US$2 million (~AU$3 million) from institutional
investors on the same terms as the two-tranche Placement. The Company will issue approximately 23,048,11344 new TGM Shares, at the
issue price of $0.1345 (13 cents) per share, along with approximately 11,524,056 attaching options.
The exact number of new TGM shares and attaching options issued under the US$2 million Placement will be subject to the conversion rate
applied (USD:AUD) at the time funds are received by the Company.
Project Funding Update:
Theta and “Sprott Streaming and Royalty Corporation" (Sprott Streaming) will not proceed with the proposed streaming transaction46
(initially announced on 22 October 2022).
The Company is currently progressing negotiations with Yellow River (“YR”), a wholly-owned subsidiary of Power Construction Corporation
of China (“PowerChina”), in regard to the proposed Engineering Procurement and Construction47 (“EPC”) agreement with 70% deferred
payment terms to build Stage One of its TGME Gold Plant and TSF facilities in South Africa48.
Furthermore, the Company is in advanced discussion with several other project financiers to provide the necessary additional funding
capital expenditure requirements to complete the TGME gold project build.
2Invest AG Secured Bonds Redemption:
Following completion of the several private placements, the Company announced49 it had now fully redeemed the AU$6million Secured
Bond50 and all outstanding interest payments from long term investor and lender, 2Invest AG (“2Invest”).
41 as per Reference 1.
42 ASX Announcements: “Theta Gold Mines Inks US$10m Equity Funding Placement” dated 6 May 2024 And “Equity Funding Placement Update” dated
11 June 2024
43 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.
44 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.
45 Shares issued under the additional US$2 million Placement will be issued at a 17% discount to the 15-day VWAP.
46 ASX Announcements: “ Theta Gold executes A$110M Term Sheet with Sprott” dated 19 October 2022.
47 TGME’s team and consultants will lead the build process along with Power China’s employees and contractors’ to ensure compliance with South
African regulations and compliance.
48 ASX Announcements: “ Theta Gold selects PowerChina subsidiary as EPC partner” dated 14 February 2024.
49 Refer ASX Announcement titled, “US$8 million Private Placement and Full Redemption of AU$6 million Secured Bond”.
50 ASX Announcements: “Funding Package to Accelerate TGME Project” dated 2 August 2021.
4 8
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 for potential future project funding requirements.
Issue of Compensation and Delayed Payment Options to 2Invest AG:
Extension of Payment Date on Interest owed to 2Invest AG
As part of ongoing funding arrangements, 2Invest AG agreed for the Company to defer interest payable for the 31 January 2023 half-year
period relating to the A$6 million Secured Bond51 owing to 2Invest AG from 31 January 2023 until such time as the company has paid the
outstanding interest.
As compensation for the delayed interest payment, the Company issued 2Invest AG 1,000,000 new TGM Ordinary Shares to be issued on a
proportional basis to the Bond Holders in accordance with their respective Bond holdings, and 1,000,000 unlisted options, with an exercise
price of $0.055 and an expiry date of 2 October 2023 (Compensation Shares and Options).
In addition, the Company will issue a further 1,000,000 unlisted options (Delayed Payment Options) for each and every later month thereafter
where the 31 January 2023 interest remains unpaid. As a consequence, the Company issued the following Delayed Payment Options as at the
date of this report as follows:
•
On 3 July 2024, 1,000,000 unlisted options for July 2024, exercise price of $0.15 and expiry date of 30 December 2024;
•
On 1 August 2024, 1,000,000 unlisted options for August 2024, exercise price of $0.135 and expiry date of 28 January 2025.
Meetings of Directors
Attendances at Board and Committee meetings by directors during the year were as follows:
Board meetings
Eligible to attend
Attended
Charles William Guy
5
5
Bill Richie Yang
5
5
Brett Tang
5
4
Byron Dumpleton
5
5
Audit and Risk Committee meetings
Eligible to attend
Attended
Charles William Guy
2
2
Bill Richie Yang
2
2
Byron Dumpleton
2
2
51 Refer to ASX Release dated 2 August 2021 titled “Funding Package to Accelerate TGME Project”.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
4 9
Nomination and Remuneration Committee meeting
Eligible to attend
Attended
Bill Richie Yang
1
1
Charles William Guy
1
1
Byron Dumpleton
1
1
Brett Tang
1
1
Social and Ethics Committee meeting
Eligible to attend
Attended
Bill Richie Yang
1
1
Charles William Guy
1
1
Byron Dumpleton
1
1
Brett Tang
1
1
Performance Rights and Performance Options
Performance rights issued during the year
The Company issued nil performance rights and 2,300,000 performance options to directors and management during the year ended
30 June 2024 subject to performance hurdles described in table below.
Total unissued shares under option during the year
The unissued ordinary shares under options and performance rights at the date of this report are:
Number
Unlisted options (details below)
49,840,000
Unlisted performance rights (details below)
18,270,000
68,110,000
5 0
Number
Performance Hurdle/Vesting Date (if applicable)
Exercise
Price
Expiry
Date
Unlisted Options
1,000,000
Issued as consideration for deferred interest to 2Invest AG in February 2024
A$0.11
30 Jul
2024
1,000,000
Issued as consideration for deferred interest to 2Invest AG in March 2024
A$0.12
28 Aug
2024
1,000,000
Issued as consideration for deferred interest to 2Invest AG in April 2024
A$0.175
29 Sep
2024
1,000,000
Issued as consideration for deferred interest to 2Invest AG in May 2024
A$0.15
28 Oct
2024
1,000,000
Issued as consideration for deferred interest to 2Invest AG in June 2024
A$0.145
28 Nov
2024
30,000,000
Issued as consideration for consulting services provided
A$0.12
31 Mar
2025
300,000
Take up role – Options will vest 12 months from date of appointment
A$0.12
30 Sep
2025
2,900,000
Decision to Mine
A$0.12
30 Sep
2025
3,600,000
Production Commencement
A$0.12
30 Sep
2025
850,000
3 months production (ounces) on schedule as per Theta Project Optimised Feasibility Study
or from underground mine production, or the combination thereof, at AISC of US$855/oz
(+/- 10%)
A$0.12
30 Sep
2025
850,000
12 months production (ounces) on schedule as per Theta Project Optimised Feasibility
Study or from underground mine production, or the combination thereof, at AISC of
US$855/oz (+/- 10%)
A$0.17
30 Sep
2027
1,500,000
Consecutive 3 months >50k annualised ounces
A$0.12
30 Sep
2025
800,000
-400,000 options take up role
-200,000 options upon decision to mine, and
-200,000 options upon production commencement
A$0.12
30 Sep
2025
600,000
-600,000 options for consecutive 3 months >50,000 annualised ounces
A$0.12
30 Sep
2027
900,000
-200,000 options for 3 months production ounces on schedule as per Theta’s underground
Feasibility Study (+/-10%)
-700,000 options for 12 months production ounces on schedule as per Theta’s
underground Feasibility Study (+/-10%)
A$0.17
30 Sep
2027
1,800,000
Consecutive 3 months >100k annualised ounces
A$0.17
30 Sep
2027
300,000
Consecutive 3 months >150k annualised ounces
A$0.25
30 Sep
2027
240,000
-120,000 for production of over 25,000 ounces of gold over a
consecutive period of 3 months, and
-120,000 for production of over 37,500 ounces of gold over a
consecutive period of 3 months
A$0.50
30 Sep
2025
200,000
-200,000 options upon 3 months production (ounces) on schedule
as per Theta Project Optimised Feasibility Study or from underground
mine production, or the combination thereof, at AISC of
A$0.40
30 Sep
2025
49,840,000
Total Options
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
5 1
Number
Performance Hurdle/Vesting Date (if applicable)
Exercise
Price
Expiry
Date
Unlisted Performance Rights
250,000
Take up role – Performance Rights will vest 12 months from appointment
N/a
30 Sep
25
2,500,000
Decision to Mine
N/a
30 Sep
25
5,250,000
Production Commencement
N/a
30 Sep
25
700,000
3 months production (ounces) on schedule as per Theta Project Optimised Feasibility Study
or from underground mine production, or the combination thereof, at AISC of US$855/oz
(+/- 10%)
N/a
30 Sep
25
700,000
12 months production (ounces) on schedule as per Theta Project Optimised Feasibility
Study or from underground mine production, or the combination thereof, at AISC of
US$855/oz (+/- 10%)
N/a
30 Sep
27
1,700,000
Consecutive 3 months >50k annualised ounces
N/a
30 Sep
25
2,650,000
Consecutive 3 months >100k annualised ounces
N/a
30 Sep
27
3,800,000
Consecutive 3 months >150k annualised ounces
N/a
30 Sep
27
240,000
12 months production (ounces) on schedule as per Theta Project Optimised Feasibility
Study or from underground mine production, or the combination thereof, at AISC of
US$855/oz (+/- 10%).
N/a
30 Sep
2025
240,000
Production of over 25,000 ounces of gold over a consecutive period of 3 months (100,000
oz pa).
N/a
30 Sep
2025
240,000
Production of over 37,500 ounces of gold over a consecutive period of 3 months (150,000
oz pa).
N/a
30 Sep
2025
18,270,000
Total Performance Rights
The performance rights and option holders do not have any right to participate in any share issue of the Company or any other body corporate.
Shares issued as a result of exercise of performance rights or options
During the current financial year, no shares were issued as a result of the exercise of performance rights or options upon satisfaction
performance hurdles.
Indemnity and Insurance of Officers
The Company’s constitution states that “to the extent permitted by law, the Company may:
a)
indemnify each relevant officer against a liability of that person and the legal costs of that person.
b)
make a payment (whether by way of advance, loan or otherwise) to a relevant officer in respect of legal costs of that person.
c)
enter into, or agree to enter into, or pay, or agree to pay a premium for a contract insuring a relevant officer against a liability of that
person and the legal costs of that person.”
During the financial year, the Consolidated Entity paid a premium for a Directors and Officers Liability Insurance Policy for the benefit of the
directors, secretaries, other officers, and employees of the Company. The contract of insurance prohibits disclosure of the terms of the policy
and the amount of premium paid.
5 2
Indemnity and Insurance of Auditors
To the extent permitted by law, the Company has agreed to indemnify its auditor, Hall Chadwick (NSW), as part of the terms of its audit
engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to
indemnify Ernst & Young during or since the end of the financial year.
Non-Audit Services
During the financial year, the auditor, Hall Chadwick, did not provide any non-audit services to a controlled entity. The Directors have
considered the level and nature of all services provided by the auditor and, in accordance with advice received from the Audit Committee, is
satisfied that the nil provision of the non-audit services during the year is compatible with the general standard of independence for auditors
imposed by the Corporations Act 2001.
Full details of the auditor’s remuneration are set out in Note 5 to the financial statements.
Auditor’s Independence Declaration
The auditor’s independence declaration for the year ended 30 June 2024 is set out on page 63.
Rounding of Amounts to Nearest Thousand Dollars
The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 and in accordance
with that Instrument, amounts in the Directors’ Report and the Financial Report have been rounded to the nearest thousand dollars, unless
otherwise stated.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
5 3
Remuneration Report (Audited)
This report details the nature and amount of remuneration paid/payable to key management personnel of the Consolidated Entity.
The key management personnel during the year were –
Directors
Charles William Guy, Executive Chairman (Appointed 10 November 2021)
Bill Richie Yang, Non-Executive Director
Byron Dumpleton, Non-Executive Director (Appointed 10 November 2021)
Guyang (Brett) Tang, Non-Executive Director
Other Key Management Personnel
Jacques Du Triou, Chief Operations Officer (South Africa) (Appointed on 1 October 2020)
Brent Hofman, Company Secretary and Chief Financial Officer (AUS) (Appointed on 16 November 2021)
Remuneration policy
The Board of Directors sets the remuneration policy to ensure that it is appropriate and effective in attracting and retaining the best key
management personnel (“KMP”) to manage the Consolidated Entity, as well as create goal congruence between KMPs and shareholders.
To that end, remuneration is structured to comprise a fixed cash salary component and superannuation, supplemented by incentive securities
(performance rights and/or options) linked to share price performance or operational performance hurdles.
The Company has adopted an Employee Performance Rights and Option Plan (“Plan”). Grant of performance rights and options under the
Plan is at the discretion of the Board and is available to employees of the Company as well as those of its subsidiaries in South Africa.
The Board’s policy is to remunerate non-executive directors at market rates for time, commitment, and responsibilities. The Board sets the
director fees payable to non-executive directors at A$50,000 per annum. The maximum aggregate amount of fees that can be paid to non-
executive directors shall be an amount not exceeding in aggregate a maximum sum that is from time to time approved by shareholders in
general meeting. The current amount is A$600,000 per annum. In addition, non-executive directors receive extra remuneration as
determined by the Board where they perform services at the request of the Board which, in the opinion of the Board are outside the scope of
the ordinary duties of a Director.
Fees for non-executive directors are not linked to the performance of the Consolidated Entity. However, to align directors’ interests with those
of shareholders, all directors are encouraged to hold shares in the Company.
Relationship between Remuneration Policy and Consolidated Entity Performance
Long term incentives
The Consolidated Entity’s remuneration policy in granting incentive securities to Directors and employees is targeted at transforming the entity
from a gold explorer to a gold producer.
To ensure that the whole team is focussed on the same objective of delivering the Theta Project (underground mining) into production, the Board
has determined that incentive securities issued to Directors and employees should have the same operational performance hurdles instead of
the varied share price and performance hurdles in previous Options and Performance Rights. The Board believes that operational performance
hurdles are more appropriate incentives and align the interests of the Directors and employees with those of shareholders. To that end, the
performance rights currently on issue contain the following operational performance hurdles focussed on the development and operation of the
Theta Project.
5 4
Full details of the Performance Rights and Options as at balance date granted to Directors and employees are set out in the table below:
Grant
Date
Number Issued
‘000
Performance Hurdle/Vesting Date
(if applicable)
Exercise
Price
Value at
Grant (fair
value as per
AASB2)
Vesting
Date
Expiry
Date
2024
2023
1 Oct
2020
-
1,150
Achieving annualised
production of 50,000 ounces of
gold per annum over a
consecutive period of 3 months
Nil
A$0.16
On or
before
27 Mar
2024
27
June
2024
1 Oct
2020
-
4,550
Achieving annualised
production of 100,000 ounces
of gold per annum over a
consecutive period of 3 months
Nil
A$0.16
On or
before
27 Mar
2024
27
June
2024
1 Oct
2020
1,200
1,200
3 months production (ounces)
on schedule as per Theta
Project Optimised Feasibility
Study or from underground mine
production, or the combination
thereof, at AISC of US$855/oz
(+/- 10%)
$0.40
A$0.146
On or
before
30 Jun
2024
30
Sep
2025
1 Oct
2020
240
640
12 months production (ounces)
on schedule as per Theta
Project Optimised Feasibility
Study or from underground mine
production, or the combination
thereof, at AISC of US$855/oz
(+/- 10%)
Nil
A$0.25
On or
before
30 Jun
2025
30
Sep
2025
1 Oct
2020
120
240
Production of over 25,000
ounces of gold over a
consecutive period of 3 months
(100,000 oz pa)
$0.50
A$0.1357
On or
before
30 Sep
2025
30
Sep
2025
1 Oct
2020
240
640
Production of over 25,000
ounces of gold over a
consecutive period of 3 months
(100,000 oz pa)
Nil
A$0.25
On or
before
30 Sep
2025
30
Sep
2025
1 Oct
2020
240
120
640
240
Production of over 37,500
ounces of gold over a
consecutive period of 3 months
(150,000 oz pa)
Nil
$0.50
A$0.25
A$0.1357
On or
before
30 Sep
2025
30
Sep
2025
26
Jan
2021
-
500
Production of over 12,500
ounces of gold over a
consecutive period of 3 months
$0.50
A$0.39
On or
before
31 Dec
2025
31
Dec
2025
26
Jan
2021
-
600
Production of over 25,000
ounces of gold over a
consecutive period of 3 months
$0.50
A$0.39
On or
before
31 Dec
2025
31
Dec
2025
26
Jan
2021
-
800
Production of over 37,500
ounces of gold over a
consecutive period of 3 months
$0.50
A$0.39
On or
before
31 Dec
2025
31
Dec
2025
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
5 5
30
Nov
2022
300
300
Take up role
A$0.12
A$0.0231
30 Nov
2023
30
Sep
2025
30
Nov
2022
250
250
Take up role
Nil
A$0.07
30 Nov
2023
30
Sep
2025
30
Nov
2022
2,900
2,900
Decision to Mine
A$0.12
A$0.0231
On or
before
30 Sep
2025
30
Sep
2025
30
Nov
2022
2,500
2,500
Decision to Mine
Nil
A$0.075
On or
before
30 Sep
2025
30
Sep
2025
30
Nov
2022
3,600
3,600
Production Commencement
A$0.12
A$0.0231
On or
Before
30 Sep
2025
30
Sep
2025
30
Nov
2022
5,250
5,250
Production Commencement
Nil
A$0.075
On or
Before
30 Sep
2025
30
Sep
2025
30
Nov
2022
30
Nov
2022
850
700
850
700
3 months production (ounces)
on schedule as per Theta
Project Optimised Feasibility
Study or from underground mine
production, or the combination
thereof, at AISC of US$855/oz
(+/- 10%)
A$0.12
Nil
A$0.0231
A$0.075
On or
Before
30 Sep
2025
On or
Before
30 Sep
2025
30
Sep
2025
30
Sep
2025
30
Nov
2022
30
Nov
2022
850
700
850
700
12 months production (ounces)
on schedule as per Theta
Project Optimised Feasibility
Study or from underground mine
production, or the combination
thereof, at AISC of US$855/oz
(+/- 10%)
A$0.17
Nil
A$0.0276
A$0.075
On or
Before
30 Sep
2027
On or
Before
30 Sep
2027
30
Sep
2027
30
Sep
2027
30
Nov
2022
30
Nov
2022
1,500
1,700
1,500
1,700
Consecutive 3 months >50k
annualised ounces
A$0.12
Nil
A$0.0231
A$0.075
On or
Before
30 Sep
2025
30
Sep
2025
30
Sep
2025
30
Nov
2022
1,800
1,800
Consecutive 3 months >100k
annualised ounces
A$0.17
A$0.0276
On or
before
30 Sep
2027
30
Sep
2027
5 6
30
Nov
2022
2,650
2,650
A$0.17
A$0.075
On or
before
30 Sep
2027
30
Sep
2027
30
Nov
2022
30
Nov
2022
300
3,800
300
3,800
Consecutive 3 months >150k
annualised ounces
A$0.25
Nil
A$0.0212
As$0.075
On or
before
30 Sep
2027
On or
before
30 Sep
2027
30
Sep
2027
30
Sep
2027
30
Nov
2022
400
-
Take up role
A$0.12
A$0.0231
On or
before
30 Sept
2025
30
Sep
2025
30
Nov
2022
200
-
Decision to Mine
A$0.12
A$0.0231
On or
before
30 Sept
2025
30
Sep
2025
30
Nov
2022
200
-
Production Commencement
A$0.12
A$0.0231
On or
before
30 Sept
2025
30
Sep
2025
30
Nov
2022
600
-
Consecutive 3 months >50k
annualised ounces
A$0.12
A$0.0231
On or
before
30 Sept
2027
30
Sep
2027
30
Nov
2022
200
-
3 months of production (ounces)
on schedule as per Theta
Underground Feasibility Study
(+/-10%)
A$0.17
A$0.0276
On or
before
30 Sept
2027
30
Sep
2027
30
Nov
2022
700
-
12 months of production
(ounces) on schedule as per
Theta Underground Feasibility
Study (+/-10%)
A$0.17
A$0.0276
On or
before
30 Sept
2027
30
Sep
2027
Total
34,100
40,610
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
5 7
Short term incentives
No key management personnel received performance-based bonuses during the financial year.
The table below sets out summary information about the Consolidated Entity’s performance for the last five financial years.
2024
2023
2022
2021
2020
Revenue
USD’000
-
-
-
-
-
Net Loss Before Tax
USD’000
6,391
7,027
7,636
4,365
5,490
Net Loss After Tax
USD’000
6,391
7,027
7,636
4,365
5,490
Basic earnings per share
US cents
(0.9)
(1.2)
(1.5)
(1.3)
(1.3)
Diluted earnings per share
US cents
(0.9)
(1.2)
(1.5)
(1.3)
(1.3)
Share price at start of year1
AU cents
6.6
6.0
22.5
29
16
Share price at end of year1
AU cents
15.0
6.6
6.0
22.5
29
Market capitalisation²
AUD million
71.2
41.1
38.5
107.3
128.1
1 On 30 November 2018, shareholders in general meeting approved a 10:1 consolidation of shares and options on issue at that date. For
comparative purposes, the basic and diluted earnings per share for the financial years ended 30 June 2016 - 2018 have been presented on a
post consolidation basis as if the share consolidation had occurred in the prior financial years.
² Market capitalisation is calculated as 711,539,838 fully-paid ordinary shares at A$0.015 cents per share as at 30 June 2024 converted at
USD:AUD rate of 0.6669.
5 8
Details of Remuneration
The following tables detail the components of remuneration for each key management personnel of the Consolidated Entity.
Table of Benefits and Payments
2024
2023
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
5 9
Key management personnel equity holdings
The following tables set out the equity holdings in the Company of key management personnel of the Consolidated Entity during the
financial year.
Fully Paid Ordinary Shares
2024
Balance
1 July 2023
Acquisitions
Disposals
Net other
change
Balance
30 June 2024
Balance
nominally held
No.
No.
No.
No.
No.
No.
Directors
Charles William Guy
2,272,494
-
-
-
2,272,494
2,272,494
Bill Richie Yang
3,039,739
-
-
-
3,039,739
3,039,739
Simon Liu¹
6,572,103
-
-
(6,572,103)
-
-
Brett Tang
33,539,620
-
-
-
33,539,620
33,539,620
Byron Dumpleton
428,571
-
-
-
428,571
428,571
Total Key
Management Personnel
45,852,527
-
-
(6,572,103)
39,280,424
39,280,424
1. Simon Liu resigned as a non-executive director on 14 May 2023 but remains with the Company as a Consultant
Options and Performance Rights
2024
Balance
1 July 2023
Granted
Lapsed
Net other
change
Balance
30 June 2024
Vested and
exercisable
No.
No.
No.
No.
No.
Directors
Charles William
Guy
10,250,000
-
(2,400,000)
-
7,850,000
-
Bill Richie Yang
10,850,000
-
(3,000,000)
-
7,850,000
-
Brett Tang
3,100,000
-
(1,500,000)
-
1,600,000
-
Byron Dumpleton
6,050,000
-
-
-
6,050,000
-
Other Key Management Personnel
Jacques Du Trio
(COO –Africa)
6,860,000
-
-
-
6,860,000
-
Brent Hofman
(CFO- Aust.)
1,600,000
-
-
-
1,600,000
-
Total Key
Management
Personnel
38,710,000
-
(6,900,000)
-
31,810,000
-
6 0
Service contracts
Name
Term
Base salary
Termination payment
Charles William Guy
Executive Chairman
From 10 November
2021
A$270,000 per annum
plus statutory superannuation
30 months’ notice of termination
or pay in lieu
Bill Richie Yang
From 16 June 2015
A$160,000 per annum on consultancy
agreement, plus A$50,000 per annum
base director fee
36 month notice of termination
or pay in lieu
Brent Hofman,
Chief Financial Officer (AUST) and
Company Secretary
From 16 November
2021
A$200,000 per annum plus statutory
superannuation
1 month notice of termination or
pay in lieu
Jacques Du-Triou,
Chief Operations Officer – South
Africa
From 1 October 2020
ZAR3.6m per annum base.
3 months’ notice of termination.
Other transactions with KMPs
The Company did not have any reportable transactions with directors or key management personnel other than that disclosed above during
the year.
This directors’ report, incorporating the remuneration report, has been signed in accordance with a resolution of the directors made pursuant
to s298 (2) of the Corporations Act 2001.
For and on behalf of the Board
Bill Guy
Charles William Guy
Chairman
Sydney
30 September 2024
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
6 1
Directors’ Declaration
The directors of Theta Gold Mines Limited declare that:
1.
The financial statements and notes, as set out on pages 64 to 100, are in accordance with the Corporations Act 2001 and:
(a)
comply with Australian Accounting Standards, which, as stated in accounting policy Note 1 to the financial statements,
constitutes compliance with International Financial Reporting Standards (IFRS); and
(b)
give a true and fair view of the Consolidated Entity’s financial position as at 30 June 2024 and of its performance for the year
ended on that date;
2.
In the directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable; and
3.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
4.
The information disclosed in the attached consolidated entity disclosure statement is true and correct.
Signed in accordance with a resolution of the directors made pursuant to section 295(5) of the Corporations Act 2001.
On behalf of the Board
Bill Guy
Charles William Guy
Chairman
Sydney
30 September 2024
6 2
Consolidated entity disclosure statement
As at 30 June 2024
Equity holding
Name of entity
Country of
incorporation
Tax residency
2024
%
2023
%
Theta Gold SA (Pty) Ltd (formerly Stonewall Mining
(Proprietary) Limited) and its subsidiaries -
South Africa
South Africa
100
100
-
Transvaal Gold Mines Estates Limited*
South Africa
South Africa
74
74
-
Sabie Mines (Proprietary) Limited*
South Africa
South Africa
74
74
-
Vanaxe Share Block Pty Ltd (subsidiary of Sabie
Mines (Proprietary) Limited)
South Africa
South Africa
74
74
-
TGME Exploration Company 1 (Pty) Ltd
South Africa
South Africa
100
100
-
TGME Exploration Company 2 (Pty) Ltd
South Africa
South Africa
100
100
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
6 3
6 4
Consolidated Statement of Profit or Loss
and Other Comprehensive Income for the Year Ended 30 June 2024
Notes
2024
USD’000
2023
USD’000
Other income
3a
303
149
Fair value (loss) on investment
3d
(113)
(2)
Fair value adjustment
78
-
Finance costs
3b
(2,968)
(2,446)
Impairment of financial assets
3d
-
(471)
Exploration expenses
3c
(879)
(849)
Operating expenses
3c
(2,812)
(3,408)
Loss before tax
(6,391)
(7,027)
Income tax expense
25
-
-
Loss for the year
(6,391)
(7,027)
Other comprehensive income, net of tax
Items that may be reclassified subsequently to profit or loss:
Unrealised gain on financial assets
-
77
Exchange difference on translating foreign operations
519
(1,842)
Other comprehensive (loss) for the year, net of income tax
519
(1,765)
Total comprehensive loss for the year
(5,872)
(8,792)
Loss per share
Basic (cents per share)
6
(0.9)
(1.2)
Diluted (cents per share)
6
(0.9)
(1.2)
The accompanying notes form part of these financial statements
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
6 5
Consolidated Statement of Financial Position
as at 30 June 2024
ASSETS
Notes
2024
USD’000
2023
USD’000
CURRENT ASSETS
Cash and cash equivalents
23
2,590
1,919
Receivables
7
729
515
TOTAL CURRENT ASSETS
3,319
2,434
NON-CURRENT ASSETS
Receivables
7
39
35
Other receivable
9
2,761
1,317
Property, plant and equipment
10
1,056
570
Exploration expenditure
11
16,628
14,887
Financial assets
8
-
360
TOTAL NON-CURRENT ASSETS
20,484
17,169
TOTAL ASSETS
23,803
19,603
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
12
5,817
2,005
Provisions
13
231
188
Borrowings
14
17,737
11,233
TOTAL CURRENT LIABILITIES
23,785
13,426
NON-CURRENT LIABILITIES
Provisions
13
2,138
2,129
Borrowings
14
-
4,736
TOTAL NON-CURRENT LIABILITIES
2,138
6,865
TOTAL LIABILITIES
25,923
20,291
NET ASSETS
(2,120)
(688)
EQUITY
Issued capital
15
99,881
95,952
Reserves
17
6,037
5,007
Accumulated losses
(108,038)
(101,647)
TOTAL EQUITY
(2,120)
(688)
The accompanying notes form part of these financial statements
6 6
Consolidated Statement of Changes in Equity
for the Year Ended 30 June 2024
The accompanying notes form part of these financial statements
2024
Issued
Capital
Equity
Reserve
Asset
Revaluation
Reserve
Option
Reserve
Share based
payment
reserve
Foreign
Exchange
Reserve
Accumulated
Losses
Total
USD’000
USD’000
USD’000
USD’000
USD’000
USD’000
USD’000
USD’000
Balance 1 July 2023
95,952
7,552
(879)
1,471
4,158
(7,295)
(101,647)
(688)
Loss for the period
-
-
-
-
-
-
(6,391)
(6,391)
Other comprehensive
income net of income
tax
-
-
-
-
-
519
-
519
Total comprehensive
income
-
-
-
-
-
519
(6,391)
(5,872)
Recognition of share
based payments
-
-
-
-
511
-
-
511
Issue of shares
3,929
-
-
-
-
-
-
3,929
Balance 30 June
2024
99,881
7,552
(879)
1,471
4,669
(6,776)
(108,038)
(2,120)
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
6 7
Consolidated Statement of Changes in Equity
for the Year Ended 30 June 2024
The accompanying notes form part of these financial statement
2023
Issued
Capital
Equity
Reserve
Asset
Revaluation
Reserve
Option
Reserve
Share based
payment
reserve
Foreign
Exchange
Reserve
Accumulated
Losses
Total
USD’000
USD’000
USD’000
USD’000
USD’000
USD’000
USD’000
USD’000
Balance 1 July 2022
92,891
7,552
(956)
1,471
3,933
(5,453)
(94,620)
4,817
Loss for the period
-
-
-
-
-
-
(7,027)
(7,026)
Other
comprehensive
income net of
income tax
-
-
-
-
-
(1,842)
-
(1,842)
Total comprehensive
income
-
-
-
-
-
(1,842)
(7,027)
(8,868)
Transfer to retained
earnings gain / (loss)
on sale of non-
current assets
-
-
77
-
-
-
-
77
Recognition of share
based payments
-
-
-
-
225
-
-
225
Issue of shares
3,071
-
-
-
-
-
-
3,071
Cost of shares issued
(244)
-
-
-
-
-
-
(244)
Balance 30 June
2023
95,952
7,552
(879)
1,471
4,158
(7,295)
(101,647)
(688)
6 8
Consolidated Statement of Cash Flows
for the Year Ended 30 June 2024
Notes
2024
USD’000
2023
USD’000
Cash flows from operating activities
Payments to suppliers and employees
(3,544)
(1,948)
Payments for exploration expenditure
(879)
(849)
Interest received
80
30
Interest paid
(45)
(34)
Tax paid
(64)
-
Net cash flow used in operating activities
21
(4,452)
(2,801)
Cash flows from investing activities
Payments for property, plant and equipment
(545)
(30)
Payments for capitalised exploration expenditure
(1,179)
(940)
Proceeds from sale of shares in listed companies
287
441
Net movement in rehabilitation investment
(1,154)
-
Proceeds from disposal of property, plant and equipment
-
21
Net cash flow used in investing activities
(2,591)
(529)
Cash flows from financing activities
Proceeds from issues of shares and other equity securities
3,612
3,016
Payments for share issue costs
-
(88)
Proceeds received in advance of issue of shares
5,023
-
Proceeds from borrowings
275
3,204
Repayment of borrowings
(1,196)
(905)
Net cash flow from financing activities
7,714
5,227
Net increase / (decrease) in cash and cash equivalents
671
1,897
Cash and cash equivalents at beginning of the year
1,919
22
Exchange rate adjustments
-
-
Cash and cash equivalents at end of the year
2,590
1,919
The accompanying notes form part of these financial statements
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
6 9
Notes to the Financial Statements
for the Year Ended 30 June 2024
Note 1: Basis of Preparation of Financial Report
i.
Compliance Statement
These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act
2001, Australian Accounting Standards and Interpretations. The financial statements comprise the consolidated financial statements of
Theta Gold Mines Limited and its controlled entities (“Consolidated Entity”) Compliance with Australian Accounting Standards ensures
that the financial statements and notes comply with International Financial Reporting Standards (‘IFRS’).
The financial statements were authorized for issue in accordance with a resolution of the directors on 30 September 2024.
ii.
Basis of Preparation
The consolidated financial statements have been prepared on the basis of historical cost, except for financial instruments that are
measured as at fair value at the end of each reporting period, as explained in the accounting policies below.
Historical cost is generally based on the fair values of the consideration given in exchange for goods and services. All amounts are
presented in thousands of USD, unless otherwise noted.
iii.
Going Concern
The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and
the realization of assets and discharge of liabilities in the normal course of business.
The Consolidated Entity made a loss of $6,391,000 for the year, with net cash outflows from operating activities of $4,452,000. At 30 June
2024, the Consolidated Entity had net current liabilities of $20,466,000.
Loans
Secured Bond:
Net current liabilities of the company included a loan from 2Invest AG for $4,135,000 (A$6,000,000) provided by way of a Secured Bond
facility to assist in development funding for the TGME Underground Gold Mine Project as announced in July 2021.
The Secured Bond comprises of fifteen (15) ‘bearer partial bonds’, each with a face value A$400,000 with the full principal repayment of
date 23 January 2024. In May 2022, the Company further announced that it had the option to extend the repayment date by 12 months
from 23 January 2023 to 23 January 2024.
The Secured Bond requires an annualized cash coupon rate of 20% payable half yearly in arrears. The Company has met all its interest
payment obligations to date under the Bond agreement.
On 16 September 2024 the Company announced it had fully redeemed the AU$6 million Secured Bond facility with 2Invest AG after
repaying the bonds along with outstanding interest in full.
2 Invest AG is also a significant shareholder in the Company currently holding 5.977% of the shares in TGM
7 0
Unsecured Loan:
In addition, the Consolidated Entity has included as a current liability, a loan from Australian Private Capital Investment Group
(International) Ltd (“APCIG”), a company associated with Mr Simon Liu, a previous Director and current shareholder of the Company.
At 30 June 2023, the loan and accrued interest amounted to $14,108,000. As explained in Note 14(b), the Company has formalised an
agreement with Hanhong Private Equity Management Company Ltd (“Hanhong”) and its subsidiary, Asia Field Enterprises Limited
(“AFE”) (companies associated with Mr Simon Liu), under which the parties agreed:
(i) That Hanhong and AFE agree to continue to procure the novation of the APCIG loan, replacing APCIG with AFE or Hanhong’s nominee
as lender;
(ii) That the amount owing under the APCIG loan is A$4,920,000 and upon novation of the APCIG loan;
(iii) The amount of A$4,920,000 is to be paid in the following manner following the novation of the APCIG loan:
a. The sum of A$3,280,000 by cash payments (“Cash Payments”) to AFE, Hanhong or Hanhong’s nominee; and
b. The sum of A$1,640,000 by the issue of shares in the capital of the Company to AFE, Hanhong or Hanhong’s nominee
(“Share Payment”).
(iv) If the Company repays or is ordered to repay APCIG, AFE and Hanhong shall indemnify the Company for any amount it pays to or is
ordered to pay to APCIG in excess of A$4,920,000.
At the date of the financial statements, the loan is yet to be novated to AFE or Hanhong’s nominee as lender and the loan continues to be
recorded at its full value and classified as a current liability.
Convertible Loans:
On 3 April 2023 the Company announced that it has secured $3,336,000 (A$5,000,000) 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 $2,340,000 (A$3,500,000), Golden Asia Investment Group Ltd (“GAIG”)
for $670,000 (A$1,000,000), and Aus Agriculture Pty Ltd (“AAPL”) for $320,000 (A$500,000) respectively.
The terms for each Agreement are identical except for their respective share in aggregate of a 10% royalty, calculated as (7%, 2% and 1%
respectively based on each Lenders loaned principal amount) of Gross Revenues received from the bulk sample programme. Each Lender
named above will also be entitled to receive a 20% minimum annual interest rate on loaned amounts outstanding and may at their
discretion be paid cash or convert the interest payable into ordinary shares in TGM. Each Lender may at any time convert all or part of any
outstanding amount into new TGM Shares using a conversion price calculated as the weighted average price of trading in TGM Shares on
ASX during a 10-day period immediately before the Lender provides a conversion notice.
Funding
The Company has historically demonstrated an ability to secure funding as and when required to meet its ongoing financial obligations.
The Company has raised a further US$3,332,000 (AU$5,001,000) before issue expenses during the year from a share placement
announced as complete on 4 July 2023, and a further US$274,000 (AU$424,000) though the conversion of unlisted options to shares.
On 26 June 2024, the Company announced it had received a commitment for US$4 million, (AU$ 6.02 million), from existing and
new sophisticated investors. The pricing terms for the US$4 million placement were the same as those announced in the two-
tranche placement.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
7 1
The Company has also received firm commitments of additional funding via placements including US$10 million, (AU$15.2 million) two-
tranche placement to Hong Kong Ruihua Investment Management Limited. As announced on 16 September 2024, the Company had
received all of Tranche 1 Placement proceeds of US$6 millon, (AU$9 million) and anticipates the receipt of Tranche 2 Placment
proceeds of US$4 million, (AU$6 million) within 3 months of completion of Tranche 1, subject to necessary shareholder approvals at a
General Meeting and other condition precedents.
In the same announcement, the Company announced it has received a further commitment for an additional US$2 million, (AU$3
million) from institutional investors on the same terms as those in the two-tranche placement.
In addition, the Company announced on 14 February 2024 that it had entered into a non-binding memorandum of understanding
(“MOU”) with Yellow River (YR), a subsidiary of Power construction Corporation of China (“PowerChina”) to build Theta’s Stage-one
TGME Gold Plant including its tailing storage facility and wastewater dams.
Under the MOU, Power China would provide up to US$30 million where the majority of the loaned amount is to be paid via an agreed
long-term payment schedule post construction completion and commissioning.
The Consolidated Entity continues to proactively manage its cash flow requirements to ensure that funds are available, including from
capital raisings, as and when required.
The ability of the Consolidated Entity to continue as a going concern and meet its debts and commitments as they fall due is dependent
upon the Company continuing to be successful in raising additional funds and receiving the ongoing financial support of the related party
lender. In the event the Consolidated Entity is unsuccessful in achieving the above, there is material uncertainty that may cast significant
doubt as to whether the Consolidated Entity will continue as a going concern and, therefore, whether it will realise its assets and settle its
liabilities and commitments in the normal course of business and at the amounts stated in the financial report.
The Directors at the date of signing this report believe that the Consolidated Entity will be successful in the above matters and, accordingly,
have prepared the financial report on a going concern basis. At this time, the Directors are of the opinion that no asset is likely to be
realised for an amount less than the amount at which it is recorded in the financial report at 30 June 2024. Accordingly, no adjustments
have been made to the financial report relating to the recoverability and classification of the asset carrying amounts or the amounts and
classification of liabilities that might be necessary should the Consolidated Entity not continue as a going concern.
iv.
Critical Accounting Estimates and Judgements
The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available
current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data,
obtained both externally and within the Consolidated Entity.
v.
Key Judgments and Estimates
Impairment
The carrying amounts of the Consolidated Entity’s assets, including capitalized exploration costs (refer Note 11) are reviewed at each
reporting date to determine whether there is any indication of impairment. If there is any indication that an asset may be impaired, its
recoverable amount is estimated.
7 2
Rehabilitation provision
The provision for rehabilitation and restoration costs is based on significant estimates and assumptions as there are many factors that will
affect the ultimate cost payable to rehabilitate the project sites. The provision is based on current costs, current legal requirements and
current technology, all of which could change over time. Changes in life of mine plans is another significant factor. The provision is
adjusted for inflation each reporting period, however the actual rehabilitation costs can only be determined with certainty when all such
factors are known at the appropriate time.
Share based payments
The cost of equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date
when they are granted. The fair value is determined by an external valuer.
The Company recognises a share-based payment expense based on the fair value of the equity instruments. In determining the expense,
significant assumptions and estimates are made including the vesting period and probability of vesting.
For equity-settled share-based payment transactions to non-employees, the goods or services received, and the corresponding increase in
equity, are measured directly at the fair value of the goods or services received, unless that fair value cannot be estimated reliably. If the
fair value of goods or services received cannot be reliably measured, the fair value is measured by reference to the fair value of the equity
instruments granted.
Note 2: Summary of Material Accounting Policies
a. Principles of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Theta Gold Mines Limited as at
30 June 2024 and the results of all subsidiaries for the year then ended. Theta Gold Mines Limited and its subsidiaries together are
referred to in these financial statements as the 'Consolidated Entity'.
Control is achieved when the Consolidated Entity:
a) has power over the investee;
b) is exposed, or has rights, to variable returns from its involvement with the investee; and
c) has the ability to use its power to affect its returns.
The Consolidated Entity reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes
to one or more of the three elements of control listed above.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Consolidated Entity are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset
transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the Consolidated Entity.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other
comprehensive income, statement of financial position and statement of changes in equity of the Consolidated Entity. Losses
incurred by the Consolidated Entity are attributed to the non-controlling interest in full, even if that results in a deficit balance.
Where the Consolidated Entity loses control over a subsidiary, it de-recognises the assets including goodwill, liabilities and non-
controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Consolidated
Entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or
loss in profit or loss.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
7 3
b. Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period
of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially
ready for their intended use or sale.
All other borrowing costs are recognised in profit and loss in the period in which they are incurred.
c. Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits available on demand with banks, other short-term highly liquid investments
with original maturities of three months or less, and bank overdrafts. Bank overdrafts are reported within short-term borrowings in
current liabilities in the statement of financial position.
d. Earnings Per Share
Basic Loss Per Share
Basic loss per share is calculated by dividing the profit attributable to equity holders of the Consolidated Entity, excluding any costs of
servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year,
adjusted for bonus elements in ordinary shares issued during the year.
Diluted Loss Per Share
Diluted loss per share is calculated by dividing profit, adjusting for interest on the convertible preference shares outstanding during
the year plus weighted conversion of all potentially dilutive ordinary shares.
e. Employee Benefit Liabilities
Provision is made for the Consolidated Entity’s liability for employee benefits arising from services rendered by employees to the end
of the reporting period. Employee benefits that are expected to be settled within one year have been measured at the amounts
expected to be paid when the liability is settled. Employee benefits payable later than one year have been measured at the present
value of the estimated future cash outflows to be made for those benefits. Those cash flows are discounted using market yields on
corporate bonds with terms to maturity that match the expected timing of cash flows.
f. Exploration and evaluation expenditure
Exploration and evaluation expenditure is carried forward in the accounts in respect to areas of interest for which the rights of tenure
are current and where:
(i)
such costs are expected to be recouped through successful development and exploitation of the area of interest, or alternatively,
by its sale; or
(ii)
exploration and/or evaluation activities in the area have not yet reached a stage which permits a reasonable assessment of the
existence or otherwise of economically recoverable reserves and active and significant operations in, or in relation to, the area
are continuing.
Where the expenditure is expected to be recouped through development and economic exploitation of the area of interest, the
accumulated costs are transferred to mine properties and amortised over the life of the mine in proportion to the depletion of the
economically recoverable mineral reserves.
Costs carried forward in respect of an area of interest which no longer satisfy the above policy are written off in the period in which
that decision is made.
Indirect exploration expenditure is expensed in the period it is incurred.
7 4
g. Financial Instruments
Classification and measurement
i. Financial Assets
The Consolidated Entity initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value
through profit or loss, transaction costs.
Debt financial instruments are subsequently measured at fair value through profit or loss (FVPL), amortised cost, or fair value
through other comprehensive income (FVOCI). The classification is based on two criteria: the Consolidated Entity’s business model
for managing the assets; and whether the instruments’ contractual cash flows represent ‘solely payments of principal and interest’
on the principal amount outstanding (the ‘SPPI criterion’).
The classification and measurement of the Consolidated Entity’s financial assets are, as follows:
•
Debt instruments at amortised cost for financial assets that are held within a business model with the objective to hold the
financial assets in order to collect contractual cash flows that meet the SPPI criterion. This category includes the Consolidated
Entity’s receivables and other receivables,
Other financial assets are classified and subsequently measured, as follows:
•
Equity instruments at FVOCI, with no recycling of gains or losses to profit or loss on derecognition. This category only includes
equity instruments, which the Consolidated Entity intends to hold for the foreseeable future and which the Consolidated Entity
has irrevocably elected to so classify upon initial recognition or transition. The shares held in Focus Minerals Limited
(ASX:FML) are accounted for as a financial asset at FVOCI.
•
Financial assets at FVPL comprise derivative instruments and quoted equity instruments which the Consolidated Entity had
not irrevocably elected, at initial recognition or transition, to classify at FVOCI. This category would also include debt
instruments whose cash flow characteristics fail the SPPI criterion or are not held within a business model whose objective is
either to collect contractual cash flows, or to both collect contractual cash flows and sell. The shares held in Bullion Asset
Management (BAM) are accounted for as a financial asset at FVPL.
Impairment
The Consolidated Entity is required to record an allowance for ECLs for all loans and other debt financial assets not held at FVPL.
ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows
that the Consolidated Entity expects to receive. The shortfall is then discounted at an approximation to the asset’s original
effective interest rate.
For receivables and other receivables, the Consolidated Entity applies the standard’s simplified approach and calculates ECLs
based on lifetime expected credit losses.
For other debt financial assets (i.e., loans and debt securities at FVOCI), the ECL is based on the 12-month ECL. The 12-month ECL
is the portion of lifetime ECLs that results from default events on a financial instrument that are possible within 12 months after the
reporting date. However, when there has been a significant increase in credit risk since origination, the allowance will be based on
the lifetime ECL.
The Consolidated Entity considers a financial asset in default when contractual payment are 90 days past due. However, in certain
cases, the Consolidated Entity may also consider a financial asset to be in default when internal or external information indicates
that the Consolidated Entity is unlikely to receive the outstanding contractual amounts in full before taking into account any credit
enhancements held by the Consolidated Entity.
ii.
Financial Liabilities
Financial liabilities at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement
recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial
liability and is included in the ‘other gains and losses' line item. Fair value is determined in the manner described in note 23.
Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
7 5
iii.
Compound instruments
The component parts of compound instruments (convertible bonds) issued by the Consolidated Entity are classified
separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the
definitions of a financial liability and an equity instrument. Conversion options that will be settled by the exchange of a
fixed amount of cash or another financial asset for a fixed number of the Consolidated Entity’s own equity instruments is an
equity instrument.
At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar
non-convertible instruments. This amount is recognised as a liability on an amortised cost basis using the effective interest
method until extinguished upon conversion or at the instrument’s maturity date.
The conversion option classified as equity is determined by deducting the amount of the liability component from the fair
value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not
subsequently remeasured. In addition, the conversion option classified as equity will remain in equity reserves until the
conversion option is exercised, in which case, the balance recognised in equity will be transferred to issued capital. Where
the conversion option remains unexercised at the maturity date of the convertible note, the balance recognised in equity will
be transferred to retained profits/ accumulated losses. No gain or loss is recognised in profit or loss upon conversion or
expiration of the conversion option.
Transaction costs that relate to the issue of the convertible notes are allocated to the liability and equity components in
proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognised
directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability
component and are amortised over the lives of the convertible notes using the effective interest method.
Embedded derivatives are no longer separated from a host financial asset. Instead, financial assets are classified based on
their contractual terms and the Consolidated Entity’s business model.
iv.
De-recognition
Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to
another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated
with the asset. Financial liabilities are derecognised where the related obligations are discharged, cancelled or expired. The
difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of
consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.
Derivative financial instruments
Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently
remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss
immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the
recognition in profit or loss depends on the nature of the hedge relationship.
Derivatives embedded in non-derivative host contracts are treated as separate derivatives when they meet the definition of a
derivative, their risks and characteristics are not closely related to those of the host contracts and the contracts are not
measured at fair value through profit or loss.
7 6
h. Foreign Currency Translation
i.
Functional and presentation currency
Items included in the financial statements of each of the Consolidated Entity’s subsidiaries are measured using the currency
of the primary economic environment in which the subsidiary operates. The consolidated financial statements are presented
in United States Dollars (USD); on the basis that the US dollar is the most appropriate base given the Consolidated Entity
operates in more than one currency and has a large investor base which operates in a different functional currency to all
companies in the Consolidated Entity.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss,
except when they are attributable to part of the net investment in a foreign operation.
ii.
Net investments in foreign operations
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that
have a functional currency different from the presentation currency are translated into the presentation currency as follows:
a)
Assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
b)
Income and expenses are translated at average exchange rates for the period, and
c)
All resulting exchange differences are recognised in other comprehensive income.
i.
Goods and Services Tax (GST) and Value Added Tax (VAT)
Revenues, expenses and assets are recognised net of the amount of GST and VAT, except where the amount of GST incurred is not
recoverable from the Australian Tax Office (ATO) and South African Revenue Service (SARS).
Receivables and payables are stated inclusive of the amount of GST and VAT receivables or payable. The net amount of GST and VAT
recoverable from, or payable to, the ATO and SARS is included with other receivables or payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST and VAT components of cash flows arising from investing and financing activities
which are recoverable from, or payable to, the ATO and SARS are presented as operating cash flows and included in receipts from
customers or payments to suppliers.
j.
Income Tax
The income tax expense (benefit) for the year comprises current income tax expense (benefit) and deferred tax expense (benefit).
Current income tax expense charged to the profit or loss is the tax payable on taxable income. Current tax liabilities (assets) are
measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as
unused tax losses.
Current and deferred income tax expense (benefit) is charged or credited outside profit or loss when the tax relates to items that are
recognised outside profit or loss.
Deferred tax assets and liabilities are calculated at the tax rate that are expected to apply to the period when the assets is realised or
the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying
amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that
future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.
Deferred tax assets and liabilities are offset where (a) a legally enforceable right of set off exists, (b) the deferred tax assets and
liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities
where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in
future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
7 7
k. Impairment of Assets
At the end of each reporting period, the Consolidated Entity assesses whether there is any indication that an asset may be impaired.
The assessment will include the consideration of external and internal sources of information. If such an indication exists, an
impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value
less costs to sell and value in use, to the asset’s carrying amount. Any excess of the asset’s carrying amount over its recoverable
amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another
Standard (e.g. in accordance with the revaluation model in AASB116). Any impairment loss of a revalued asset is treated as a
revaluation decrease in accordance with that other Standard.
Where it is not possible to estimate the recoverable amount of an individual asset, the Consolidated Entity estimates the recoverable
amount of the cash generating unit to which the asset belongs.
l.
Leases
The Consolidated Entity assesses at contract inception whether a contract is, or contains, a lease, that is, if the contract conveys the
right to control the use of an identified asset for a period of time in exchange for consideration.
Right-of-use assets
The Consolidated Entity recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is
available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted
for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial
direct costs incurred and lease payments made at or before the commencement date less any lease incentives received. Right-of-use
assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.
Lease liabilities
A lease liability is recognised at the commencement of the lease. The Consolidated Entity recognises lease liabilities measured at the
present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance
fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected
to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain
to be exercised by the Consolidated Entity and payments of penalties for terminating the lease, if the lease term reflects the
Consolidated Entity exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are
recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the
payment occurs.
Short-term leases and leases of low-value assets
The Consolidated Entity applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e.,
those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also
applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease
payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
m. Property, Plant and Equipment
Each class of property, plant and equipment is carried at cost as indicated less, where applicable, any accumulated depreciation and
impairment losses.
7 8
Depreciation
The depreciable amount of all fixed assets including capitalised lease assets, but excluding freehold land, is depreciated on a straight-
line basis over the asset’s useful life commencing from the time the asset is held ready for use. Leasehold improvements are
depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset
Depreciation Rate
Buildings
5%
Plant and machinery
20%
Other plant and equipment
16.66% - 33.33%
The assets’ carrying amounts and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying value is written down immediately to its recoverable amount if the asset’s carrying value is greater than its
estimated recoverable amount.
n. Provisions
Provisions are recognised when the Consolidated Entity has a present legal or constructive obligation as a result of past events, for
which it is probable that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made
of the amount of the obligation.
o. Rehabilitation Provision
Estimated long-term environmental provisions, comprising pollution control, rehabilitation, decommissioning and mine closure, are
independently calculated by third parties based on current technological, environmental and regulatory requirements. The provision
for rehabilitation is recognised as and when the environmental liability arises.
The provision is based on the estimated cost before salvages, for the Consolidated Entity to rehabilitate the mine sites. The present
value of the provision for rehabilitation costs is updated using an average inflation rate during periods when limited environment
disturbance is caused.
p. Rounding of Amounts to Nearest Thousand Dollars
The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 and in
accordance with that Instrument, amounts in the Directors’ Report and the Financial Report have been rounded to the nearest
thousand dollars, where specified.
q. Accounting Standards and Interpretations issued but not yet effective
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not
been early adopted by the consolidated entity for the annual reporting period ended 30 June 2024. Management have reviewed the
accounting standards that are not yet mandatory and do not believe that they do not have a material impact to the consolidated entity
and therefore they are not expected to have a material impact on the financial statements.
r. New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The impact of their adoption has not
been material.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
7 9
Note 3: Profit /Loss from Operations
(a) Other income
2024
USD’000
2023
USD’000
Interest income
159
119
Other income
144
30
303
149
(b) Finance costs
Loans – non-related parties
1,194
1,389
Loans – vendors
8
11
Loans – related parties
1,766
1,046
2,968
2,446
(c) Operating expenses
Administration expenses
373
425
Consultants’ expenses and professional costs
668
1,117
Employee and contractor expenses
1,686
1,678
Depreciation
114
72
Share based payments
511
225
Impairment of property, plant and equipment item
(35)
-
Other operating expenses
374
740
3,691
4,257
Reclassified as exploration expenses
(879)
(849)
2,812
3,408
(d) Other expenses (non-cash)
Fair value loss on investments
113
2
Impairment of financial assets
-
471
113
473
Note 4: Key Management Personnel Compensation
Details of the remuneration paid or payable to each member of the Consolidated Entity’s key management personnel (KMP) are set out
in the Remuneration Report contained in the Directors’ Report.
2024
USD
2023
USD
Total remuneration paid or payable to KMPs is as follows:
Short-term employee benefits
791,221
903,625
Post-employment benefits
52,303
35,881
Termination benefits
-
-
Share-based payments
210,373
202,532
1,053,897
1,142,038
8 0
Note 5: Auditor’s Remuneration
2024
USD
2023
USD
Audit and review of financial report
- Hall Chadwick, Australia
82,892
-
- Nexia SAB&T, South Africa
40,749
-
- Ernst & Young, Australia
-
86,026
- Ernst & Young, South Africa
-
59,707
123,641
145,733
Ernst & Young were removed as auditors in November 2023.
Note 6: Loss per Share
Cent
Cent
Basic loss per share
(0.9)
(1.2)
Diluted loss per share
(0.9)
(1.2)
USD’000
USD’000
Loss used to calculate basic and diluted loss per share
6,391
7,026
Number of shares
Number of shares
Weighted average number of ordinary shares used in calculating
basic and diluted loss per share
705,107,560
604,083,582
The Consolidated Entity has a number of options and performance rights on issue. Options and performance rights have not been included in
the earnings per share calculation due to being non-dilutive for the year.
Note 7: Receivables
2024
2023
USD’000
USD’000
Current
Tax receivable
98
34
Other receivables
631
481
729
515
Non-current
Security deposits
39
35
The value of receivables considered by the directors to be past due or impaired is nil (2023: nil).
Note 8: Financial asset
2024
2023
USD’000
USD’000
Investments in Focus Minerals Limited
-
360
Shares in Bullion Asset Management Services Pte Ltd
-
-
Total Financial Assets
-
360
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
8 1
Investment in Focus Minerals Limited:
During the year ended 2022 the Company acquired 3,199,593 shares in Focus Minerals Limited (FML) made up of 1,856,198 shares
purchased directly on market and 1,343,395 shares via an allocation available in a Renounceable Entitlement Offer by FML in
December 2021.
In December 2021 the Company also announced its intention to make an off-market takeover bid for the shares in FML. The original
offer was on a 2 for 1 basis where each FML shareholder who took up the offer would receive 2 shares in TGM. In February 2022,
TGM announced they had improved the offer for FML shares to 5 new TGM shares for every 2 FML shares. As at the closing date in
March 2022 of the TGM off market offer, TGM had received a total of 4,977,984 acceptances in the offer and gained approximately
417 new TGM shareholders. As a result, TGM issued 12,445,002 new TGM shares as consideration under the 5 for 2 script for script
takeover offer.
During the current year ended 2023 the Company disposed of 5,321,886 FML shares and held 2,855,691 at 30 June 2023 with
a market value of $360,000, (A$542,581). The Company has disposed of 2,855,691 shares in FML during the year ended
30 June 2024.
Investment in Bullion Asset Management Services Pte Ltd:
In January 2021, the Company made a TGM-script based equity investment in Bullion Asset Management Services Pte Ltd (“BAM”),
a Singapore-based technology company focused on financing, tokenization of physical gold bullion and precious metals trading. The
investment in BAM comprised an initial subscription of A$700,000 worth of BAM shares which was settled on 29 January 2021
through the issue of 2,087,682 Theta Gold shares at $0.335 per share. The Company wishes to retain its investment in BAM and
continue to work with the group in alternative gold financing and project joint venture initiatives.
The investment in BAM is recognised as a financial asset and measured at fair value through profit and loss in accordance with the
company's accounting policy. A decision was made by the Company to fully impair its investment in BAM on the basis that BAM has
significantly scaled back its operations and that DigitalX a significant shareholder of BAM elected to write-down a majority its
investment in BAM. As at 31 December 2022 the Company wrote down its investment in BAM by A$350,000 and on 30 June 2023
wrote down a further A$350,000 to nil.
8 2
Note 9: Other Receivable
2024
2023
USD’000
USD’000
Rehabilitation investment fund
2,761
1,317
The rehabilitation funds are pledged to a third party as security for the issue of rehabilitation guarantees to the Department of Mineral
Resources and Energy in South Africa in support of various mining licenses.
Note 10: Property, Plant and Equipment
2024
2023
USD’000
USD’000
Land and buildings
Land and buildings - at cost
370
367
Less accumulated depreciation
(136)
(167)
234
200
Plant and machinery
Plant and machinery - at cost
1,172
603
Less accumulated depreciation
(378)
(273)
794
330
Other plant and equipment
Other plant and equipment - at cost
137
127
Less accumulated depreciation
(109)
(87)
28
40
Total Property, Plant and Equipment
1,056
570
2024
2023
USD’000
USD’000
Movements:
Land and buildings
Opening net book value
200
225
Fair value adjustment and reversal of impairment
113
-
Depreciation and impairment
(3)
(3)
Exchange rate effect
(76)
(22)
Closing net book value
234
200
Plant and machinery
Opening net book value
330
408
Additions
540
26
Depreciation
(94)
(50)
Exchange rate effect
18
(54)
Closing net book value
794
330
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
8 3
Other
Opening net book value
40
62
Additions
5
2
Depreciation and impairment
(17)
(18)
Exchange rate effect
-
(6)
Closing net book value
28
40
Note 11: Exploration Expenditure
2024
2023
USD’000
USD’000
Exploration expenditure
16,628
14,887
Movements:
14,887
16,193
Opening net book value
1,179
937
Additions
562
(2,243)
Exchange rate effect
16,628
14,887
Closing net book value
Note 12: Trade and Other Payables
2024
2023
USD’000
USD’000
Trade payables ¹
925
467
Amounts received in advance for shares to be issued ²
4,768
1,328
Accrued expenses
124
210
5,817
2,005
1.
The average credit period on purchases of goods is 30 days. No interest is charged on the trade payables for the first 30 days
from the date of the invoice. Thereafter, interest is charged at variable rates per annum on the outstanding balances from
certain suppliers.
2.
At 30 June the Company had received US$5,023,000 (AU$7,531,276) in advance before transaction costs from an investor in a
Private Placements announced on 6 May 2024 as part of proceeds of US$1,023,000 (AU$1,533,477) received under Tranche 1
of the two-tranche placement and on 26 June 2024 including the Private Placement for US$4,000,000 (AU$5,996,000).
8 4
Note 13: Provisions
Note
2024
2023
USD’000
USD’000
Current
Provision for employee benefits
191
146
Accrual for audit fees
40
42
231
188
Non-Current
Provision for rehabilitation
(a)
2,138
2,129
Movements:
Balance at beginning of year
2,129
1,701
Changes in estimate during year
(68)
699
Exchange rate effect
77
(271)
Balance at end of year
2,138
2,129
(a)
The rehabilitation provision relates to the Consolidated Entity’s obligation to restore and rehabilitate areas within its mining tenements
where there have been exploration and mining activities in the past. The provision includes costs relating to the decommissioning of
the gold processing plant.
The provision is partially supported by cash held in a Rehabilitation Investment Fund (Note 9).
Note 14: Borrowings
Note
2024
2023
USD’000
USD’000
Current
Secured
Vendor finance
(a)
127
51
127
51
Unsecured
Loan – related party
(b)
9,495
8,171
Loan – unrelated party
(c)
3,631
3,012
Secured
Loan – unrelated party
(d)
4,484
-
17,610
11,183
Total
17,737
11,234
Non-Current
Secured
Loan – unrelated party
(d)
-
4,736
-
4,736
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
8 5
(a)
Vendor finance
The loan is secured by registration of a first covering private bond in favour of the lender, over the property purchased by a
controlled entity from the lender in 2014. The loan is repayable over 10 years from August 2014 and interest is payable at the
South African prime rate plus 2%.
The loan also includes premium insurance funding with Attvest Finance Pty Ltd for Director and Officer insurance cover for 2024-
24 at 5.7% per annum.
(b)
Loan – related party (unsecured)
In 2013, the Company entered into a loan agreement with Australian Private Capital Investment Group (International) Ltd
(“APCIG”), a company associated with Mr Simon Liu, a director of the Company, whereby APCIG lent the Company A$4,000,000
(US$2,668,000). The key terms of the loan are:
(i)
Interest accrues at the rate of 10% per annum and 15% per annum on overdue principal and interest;
(ii)
The loan is unsecured.
As previously announced, certain individuals purporting to represent the loan provider, APCIG, have threatened the Company with
various claims, including issuing statutory demands on the Company on two occasions, the most recent in May 2017. On both
occasions, the courts have issued orders that the statutory demands be set aside.
The Company’s view was, and remains, that the claims were without foundation and were otherwise considered frivolous and
vexatious. The Company’s position was that the parties purporting to represent APCIG sought to establish their entitlement by
commencing legal proceedings. If the confusion continues, the Company will seek direction from a court of competent jurisdiction to
reach a determination as to who the Company should in fact repay and so direct the Company to do so.
In the previous reporting period, the Company formalised an agreement with the controller of the APCIG Loan, Hanhong Private
Equity Management Company Ltd (“Hanhong”) and its subsidiary, Asia Field Enterprises Limited (“AFE”) (companies associated
with Mr Simon Liu), under which the parties agreed:
(i)
That Hanhong and AFE agree to continue to procure the novation of the APCIG Loan, replacing APCIG with AFE or Hanhong’s
nominee as lender;
(ii)
That the amount owing under the APCIG Loan is A$4,920,000 and upon novation of the APCIG Loan;
(iii) The amount of A$4,920,000 is to be repaid in the following manner:
a. The sum of A$3,280,000 by cash payments (Cash Payments) to AFE, Hanhong or Hanhong’s nominee; and
b. The sum of A$1,640,000 by the issue of shares in the capital of the Company to AFE, Hanhong or Hanhong’s nominee
(Share Payment).
(iv) The Cash Payments will comprise four (4) equal instalments paid every six calendar months, commencing on the last day of the sixth
month following confirmation that Transvaal Gold Mining Estates Limited, a subsidiary of the Company, has achieved gold
production at an annualised rate of 40,000 ounces of gold over a consecutive period of three (3) months;
(v)
The Share Payment will be made one month after novation of the APCIG Loan to AFE or Hanhong’s nominee;
(vi) If the Company repays or is ordered to repay APCIG, AFE and Hanhong shall indemnify the Company for any amount it pays to or is
ordered to pay to APCIG in excess of A$4,920,000.
Until the loan is novated to AFE or Hanhong’s nominee as lender, interest will continue to accrue in accordance with the original
loan agreement and the full amount will continue to be classified as a current liability.
The current carrying value of loan as at 30 June 2024 is US$9,495,000.
(c)
Loan – non related party (unsecured)
On 4 April 2023 the Company announced that it has secured US$3,336,000 million (AU$5,000,000) 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 US$2,340,000 (A$3,500,000), Golden Asia
Investment Group Ltd (“GAIG”) for US$664,000 (A$1,000,000), and Aus Agriculture Pty Ltd (“AAPL”) for US$332,000
(A$500,000) respectively. As at 30 June 2023, a total of US$2,954,000 (A$4,450,000) of committed loan funds has been received
by the Company with US$367,000 (AU$550,000) still be received by from Lenders. In December 2023, the Company secured
additional A$300,000 (US$199,000) funding from AAPL. The carrying value presented above of US$3,239,000 includes an
adjustment to the loan principal value relating to the deemed cost of $114,759 for the 3,142,857 shares issued as consideration for
loan establishment fees. Maturity date is 24 months after the date the principal advance is made, subject to meeting certain
performance conditions which as at 30 June 2024 had not been met. Interest is calculated at 20% per annum payable half-yearly in
arrears payable in cash or shares.
(d)
Loan – non related party (secured)
During the year ended 30 June 2022 the company was provided a Secured Bond Facility by 2Invest AG. The Bond outstanding
payable amount is A$6,000,000 (US$4,135,000) with an annualised coupon rate of 20% paid half-yearly in arrears. The principal
amount of the bond is due 18 months from draw down date which was 31 January 2023 which was extended for a further
12 months to 31 January 2024.
8 6
2024
2023
USD’000
USD’000
Principle
4,135
4,135
Issue costs
(868)
(703)
Amortization
1,302
1,304
4,569
4,736
Note 15: Issued Capital
2024
2023
USD’000
USD’000
Issued and paid-up shares
99,881
95,952
(a)
Movements
2024
Number of Shares
‘000
USD’000
1 Jul 2023
Balance at beginning of year
623,152
95,952
10 Jul 2023
Share placement
76,923
3,340
20 Sep 2023
Share issued on exercise of options
5,000
188
09 Nov 2023
Share issued on exercise of options
1,000
44
12 Dec 2023
Share issued on exercise of options
1,000
43
21 Jan 2024
Shares issued to convertible loan holders
4,465
314
Less: share issue expenses
-
-
30 June 2024
Balance at end of year
711,540
99,881
2023
Number of Shares
‘000
USD’000
1 Jul 2022
Balance at beginning of year
550,227
92,891
11 Aug 2022
Share placement
36,585
1,692
04 Nov 2022
Share placement
24,026
1,075
06 Dec 2022
Share Purchase Plan (SPP)
8,171
384
04 Apr 2023
Shares issued to 2Invest AG
1,000
37
14 Apr 2023
Shares issued to convertible loan holders
3,143
117
Less: share issue expenses
-
(244)
30 June 2023
Balance at end of year
623,152
95,952
Ordinary Shares
At a general meeting, on a show of hands, each shareholder present and each other person present as a proxy, attorney or corporate
representative of a shareholder and entitled to vote has one vote. On a poll, each shareholder present and each other person present as a
proxy, attorney or corporate representative of a shareholder and entitled to vote:
(i)
has one vote for each fully paid share held; and
(ii)
has for each share which is not fully paid a fraction of a vote equivalent to the proportion which the amount paid up, but not
credited as paid up, on that share bears to the total of the amounts paid and payable (excluding amounts credited) on that
share.
Fully paid ordinary shares carry a right to dividends and upon the winding up of the Company.
Capital Management
The Consolidated Entity’s funding requirements are largely sourced from equity raisings. Its objectives in capital management are to
ensure that it can meet its debts and commitments as and when they fall due and to maintain an optimal capital structure to reduce the
cost of capital.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
8 7
Note 16: Options and Performance Rights
2024
Number
2023
Number
’000
’000
Unlisted options
16(b)
49,840
82,511
Unlisted performance rights
16(c)
18,270
25,170
68,110
107,681
a)
Movements: Options and Performance Rights
2024
Number
2023
Number
’000
’000
Balance at beginning of year
107,681
60,431
Listed options issued
-
-
Listed options exercised
(7,000)
-
Unlisted options issued
44,300
38,100
Unlisted options exercised
-
-
Unlisted options lapsed
(69,971)
(3,600)
Performance rights issued
-
17,550
Performance rights lapsed
(6,900)
(4,800)
Performance rights exercised
-
-
Balance at end of year
68,110
107,681
b)
Unlisted Options at 30 June 2024
Grant date
2024
Number
‘000
2023
Number
‘000
Expiry date
Exercise
price
01 Oct 2020
200
1,200
30 Sep 2025
A$0.40
01 Oct 2020
240
240
30 Sep 2025
A$0.50
01 Jan 2021
-
1,900
31 Dec 2025
A$0.50
11 Aug 2021
-
7,500
31 July 2023
A$0.27.5
11 Aug 2021
-
8,200
30 Sep 2023
A$0.40
01 Oct 2021
-
2,929
30 Sep 2023
A$0.40
04 Oct 2021
-
1,190
30 Sep 2023
A$0.40
06 Oct 2021
-
6,252
30 Sep 2023
A$0.40
16 May 2022
-
15,000
16 Jan 2024
A$0.17
08 Sep 2022
-
20,000
31 Dec 2023
A$0.12
30 Nov 2022
9,150
9,150
30 Sept 2025
A$0.12
30 Nov 2022
2,650
2,650
30 Sept 2025
A$0.17
30 Nov 2022
300
300
30 Sept 2025
A$0.25
04 Apr 2023
-
4,000
02 Oct 2023
A$0.055
03 May 2023
-
1,000
30 Oct 2023
A$0.07
02 Jun 2023
-
1,000
29 Nov 2023
A$0.068
8 8
17 Oct 2023
20,000
-
31 Mar 2025
A$0.12
17 Oct 2023
10,000
-
31 Mar 2025
A$0.12
14 Dec 2023
800
-
30 Sept 2025
A$0.12
14 Dec 2023
600
-
30 Sept 2027
A$0.17
14 Dec 2023
900
-
30 Sept 2027
A$0.25
01 Feb 2024
1,000
-
30 July 2024
A$0.11
01 Mar 2024
1,000
-
28 Aug 2024
A$0.12
02 Apr 2024
1,000
-
29 Sept 2024
A$0.175
01 May 2024
1,000
-
28 Oct 2024
A$0.15
03 June 2024
1,000
-
30 Nov 2024
A$0.145
49,840
82,511
Weighted average
exercise price
A$0.13
A$0.22
During the year, the Company had issued 44,300,000 new unlisted options exercisable at various prices and exercise dates and
69,710,000 had expired. The various unlisted options issued and remaining at 30 June 2024 are as follows:
I.
20,000,000 unlisted options to exercisable at A$0.125 (Consultant Options) with an expiry date of 31 March 2025,
issued to Golden Asia Investment Group Limited;
II.
10,000,000 unlisted options to exercisable at A$0.125 (Consultant Options) with an expiry date of 31 March 2025,
issued to Golden Asia Investment Group Limited;
III.
800,000 unlisted options exercisable at A$0.12 with an expiry date of 30 September 2025, 600,000 unlisted options
exercisable at A$0.12 with an expiry date of 30 September 2025 and 900,000 unlisted options exercisable at A$0.17
with an expiry date of 30 September 2027 pursuant to employee incentive plan approved at an Annual General Meeting
on 30 November 2022, and granted on 14 December 2023;
IV.
1,000,000 unlisted options (Deferred Interest Options) for February 2024 exercisable at A$0.011 with an expiry date of
30 July 2024 issued to 2 Invest AG as consideration for deferral of interest on Bond Facility due 31 January 2023;
V.
1,000,000 unlisted options (Deferred Interest Options) for March 2024 exercisable at A$0.011 with an expiry date of 30
August 2024 issued to 2 Invest AG as consideration for deferral of interest on Bond Facility due 31 January 2023;
VI.
1,000,000 unlisted options (Deferred Interest Options) for April 2024 exercisable at A$0.012 with an expiry date of 29
September 2024 issued to 2 Invest AG as consideration for deferral of interest on Bond Facility due 31 January 2023;
VII.
1,000,000 unlisted options (Deferred Interest Options) for May 2024 exercisable at A$0.011 with an expiry date of 28
October 2024 issued to 2 Invest AG as consideration for deferral of interest on Bond Facility due 31 January 2023;
VIII.
1,000,000 unlisted options (Deferred Interest Options) for June 2024 exercisable at A$0.068 with an expiry date of 30
November 2024 issued to 2 Invest AG as consideration for deferral of interest on Bond Facility due 31 January 2023.
(c) Unlisted performance rights
Grant date
2024
Number
‘000
2023
Number
‘000
Expiry
date
Exercise
price
28 Jun 2019
-
6,900
27 Jun 2024
na
01 Oct 2020
720
720
30 Sep 2025
na
30 Nov 2022
10,400
10,400
30 Sep 2025
na
30 Nov 2022
30 Nov 2022
3,350
3,800
3,350
3,800
30 Sep 2027
30 Sep 2027
na
na
18,270
25,170
The Company cancelled 6,900,000 incentive performance rights to employees with an expiry date of 27 June 2024 on the basis that
either the vesting conditions had lapsed or the options were forfeited.
On the 30 November 2022 the Company granted 10,400,000 incentive performance rights with an expiry date of 30 September 2025,
3,350,000 incentive performance rights with an expiry date of 30 September 2027, and 3,800,000 incentive performance rights with an
expiry date of 30 September 2027.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
8 9
Note 17: Reserves
2024
2023
USD’000
USD’000
Equity reserve
7,552
7,552
Financial assets revaluation reserve
(879)
(879)
Option reserve
1,471
1,471
Share-based payment reserve
4,669
4,158
Foreign currency translation reserve
(6,776)
(7,295)
6,037
5,007
(a)
The equity reserve recognises the value of share-based payments made on the transfer of shares to BEE entities and includes
the equity portion of related party loan not extended on market related terms.
(b)
The financial assets revaluation reserve recognises the carrying value of the financial assets through Other Comprehensive
Income at reporting date.
(c)
The option reserve represents the equity component (conversion rights) of historical convertible notes and fair value of share
options recognised as equity financial instruments.
(d)
The share-based payment reserve is used to recognise the value of options and performance rights granted.
(e)
The foreign currency translation reserve records exchange differences arising on translation of financial statements of foreign
controlled entities.
Note 18: Capital Commitments
Exploration
The Consolidated Entity has certain obligations to perform work in accordance with work programmes, as approved by the relevant
statutory body, when the permits are granted. These work programmes may be varied or renegotiated or reduced by farm-out, sale,
reduction of tenement area and/or relinquishment.
Note 19: Contingent Liability
There is no contingent liability as at 30 June 2024 (30 June 2023: nil).
Note 20: Operating Segments
Segment Information
The Consolidated Entity’s operations are located in Australia where it has its corporate office and in South Africa where it is involved in
gold exploration.
The gold exploration activity is conducted through a subsidiary, Transvaal Gold Mining Estates Limited (TGME). The entire gold project is
centred around the TGME processing plant and accordingly it has only one operating segment.
9 0
Note 21: Cash Flow Reconciliation
2024
USD’000
2023
USD’000
a.
Reconciliation of Cash Flow used in Operating
Activities with Loss for the Year
Loss from ordinary activities after income tax
(6,391)
(7,027)
Impairment of financial and non-financial assets
(35)
471
Depreciation
114
72
Rehabilitation provision
-
699
Finance costs
2,923
2,415
Interest income
(223)
(89)
Tax provision reversed
-
(424)
Share-based payment
511
225
Fair value adjustment
(78)
-
Unrealised exchange (gain)/loss
(9)
(62)
Loss on disposal of financial asset
113
2
(3,075)
(3,718)
Changes in assets and liabilities
(Increase) / decrease in accounts receivable
(218)
(363)
Increase / (decrease) in provisions
52
45
Increase / (decrease) in trade creditors and accruals
(1,211)
1,235
(1,377)
917
Net cash flow used in operating activities
(4,452)
(2,801)
Note 22: Related Party Transactions
Parent entity
Theta Gold Mines Limited is the parent entity of the group.
Subsidiaries
Interests in subsidiaries are set out in Note 24.
Transactions with related parties
Transactions with related parties are on normal commercial terms and conditions, except for the loan from Australian Private Capital
Investment Group (International) Ltd for $2,668,000 (A$4,000,000) (30 June 2023: $2,668,600 (A$4,000,0000) plus accrued interest of
$6,742,000 (A$10,108,000) (30 June 2023: $5,515,000 (A$8,307,000)).
Key management personnel
Remuneration of key management personnel are disclosed in Note 4 and the Remuneration Report.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
9 1
Note 23: Financial Instruments
a.
Financial Risk Management Policies
The Consolidated Entity’s financial instruments consist mainly of deposits with banks, bank overdrafts, short-term investments, accounts
receivable and payable, loans to and from related parties and leases.
(i) Capital Management
The primary objective of the Consolidated Entity’s capital management is to ensure that it is able to continue as a going concern and able
to meet its debts as and when they become due and payable. It aims to maintain an optimal capital structure to reduce the cost of
capital.
(ii)
Treasury Risk Management
The Consolidated Entity’s overall risk management strategy seeks to assist the Consolidated Entity in meeting its financial targets, whilst
minimizing potential adverse effects on financial performance.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in the overall
performance of financial market prices. Market risk comprises three types of risk:
•
interest rate risk;
•
currency risk; and
•
other price risk, such as equity price risk.
Financial instruments affected by market risk include deposits and debt, and equity investments.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in financial market
interest rates. The Consolidated Entity’s exposure to the risk of changes in market interest rates relates primarily to the Entity’s cash as well as
its investment in listed and unlisted equities. The risk that changes in interest rates may have an adverse impact on the capital value or income
of a security.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange
rates. The Consolidated Entity’s exposure to the risk of changes in foreign exchange rates relates primarily to the Entity’s operating activities
(when revenue or expense is denominated in a foreign currency) as well as its investment in listed and unlisted equities.
Some securities held may be denominated in a currency different to Australian Dollars. A change in the value of these currencies relative to the
Australian dollar can affect the value of the securities held by the Consolidated Entity.
The Consolidated Entity does not have a defined policy on foreign currency derivatives; however, the Board assesses the risk of individual
transactions as they arise for the requirement to use currency derivative instruments.
9 2
Equity price risk
The Consolidated Entity’s listed and non-listed equity investments are susceptible to market price risk arising from uncertainties about future
values of the investment securities. The Consolidated Entity manages the equity price risk through diversification and by placing limits on
individual and total equity instruments. Reports on the equity investments are submitted to the Consolidated Entity’s Board of Directors on a
regular basis. The Company’s Board of Directors reviews and approves all equity investment decisions.
At the reporting date, the Consolidated Entity’s held Nil investments (2023: $360,000) in listed equity investments. It’s exposure to non-
listed equity and at fair value were nil (2023: nil).
Given that the changes in fair values of the equity and certain unlisted investments held are strongly positively correlated with changes to the
variables such as ASX market index, the broader financial markets and the underlying assets held by the listed equities, the Consolidated
Entity has determined that an increase/ (decrease) of 10% in these market variables could have an impact of approximately Nil (2023:
$59,000) increase/ (decrease) on the income and equity attributable to the Entity.
(iii)
Sensitivity Analysis
Interest Rate Risk and Foreign Currency Risk
The Consolidated Entity has performed sensitivity analysis relating to its exposure to interest rate risk and foreign currency risk at the
reporting date. This sensitivity analysis demonstrates the effect on the current year results and equity which could result from a change in
these risks.
Interest Rate Sensitivity Analysis
The Consolidated Entity’s exposure to change in interest rates relates primarily to interest bearing borrowings. Borrowings issued at a
variable rate expose the Consolidated Entity to interest rate risk.
The Consolidated Entity’s variable interest-bearing financial liabilities outstanding at year-end totalled $30,000 (2023: $111,000). An
increase/decrease in interest rates of 2% would have an adverse/favourable effect on loss before tax of $271 (2023: $1,097) per annum. The
percentage change is based on the potential volatility of interest rates.
Foreign Currency Risk Sensitivity Analysis
The Consolidated Entity undertakes transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise.
At year end the Consolidated Entity was exposed to currency fluctuations between the presentation currency, being US Dollars (USD)
and Australian Dollars (AUD) and South African Rand (ZAR). Exchange rate exposures are managed within approved internal
policy parameters.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
9 3
The carrying amounts of the Consolidated Entity’s foreign currency denominated monetary assets and monetary liabilities at the end of the
reporting period are as follows:
Assets
2024
2023
USD'000
USD'000
South African Rand (US dollar equivalent)
Cash
238
1,657
Receivables
660
560
Other receivables
2,761
1,317
3,659
3,534
Australian Dollar (US dollar equivalent)
Cash
2,352
262
Receivables
59
37
Financial assets
-
360
2,411
659
Liabilities
2024
2023
USD'000
USD'000
South African Rand (US dollar equivalent)
Trade and other payables
203
181
Provisions
2,318
2,276
Borrowings
-
28
2,521
2,485
Australian Dollar (US dollar equivalent)
Trade and other payables
5,585
1,824
Provisions
1
87
Borrowings
17,738
15,941
23,579
17,853
Based on the financial instruments held, the Consolidated Entity’s total equity would have been US $2,205,990 higher / lower (2023:
US$1,814,680 higher / lower) with a 10% increase / decrease in the US Dollar against the South African Rand and Australian Dollar.
9 4
(iv) Financial instrument composition and maturity analysis
The tables below reflect the undiscounted contractual settlement terms for financial instruments of a fixed period of maturity, as well as the settlement period for all
other financial instruments.
2024
Weighted average
effective interest rate
Variable interest rate
Less than
1 year
1-5 years
Longer than
5 years
Non-interest bearing
Total
%
USD’000
USD’000
USD’000
USD’000
USD’000
USD’000
Financial assets
Cash and cash equivalents
3.38%
-
2,590
-
-
-
2,590
Receivables
-
-
-
-
-
768
768
Other receivable
3.94%
-
2,763
-
-
-
2,763
Financial asset
-
-
-
-
-
-
Total
-
5,353
-
-
768
6,121
Financial liabilities
Trade and other payables
-
-
-
-
-
5,817
5,817
Vendors
12.51%
-
127
-
-
-
127
Loans from unrelated parties
20%
-
8,115
-
-
-
8,115
Loans from related parties
12.63%
-
9,495
-
-
-
9,495
Total
-
17,737
-
-
5,817
23,554
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
9 5
2023
Weighted average
effective interest rate
Variable interest rate
Less than
1 year
1-5 years
Longer than
5 years
Non-interest bearing
Total
%
USD’000
USD’000
USD’000
USD’000
USD’000
USD’000
Financial assets
Cash and cash equivalents
2.6%
-
1,919
-
-
-
1,919
Receivables
-
-
-
-
-
550
550
Other receivable
6.75%
-
1,317
-
-
-
1,317
Financial assets
-
-
-
-
360
360
Total
-
1,317
-
-
2,829
4,146
Financial liabilities
Trade and other payables
-
-
-
-
-
2,005
2,005
Vendors
12.51%
-
51
-
-
-
51
Loans from unrelated parties
20%
-
7,748
-
-
-
7,748
Loans from related parties
14.45%
-
8,171
-
-
-
8,171
Total
-
15,970
-
-
2,005
17,975
9 6
(v)
Fair value measurements
This note provides information about how the Consolidated Entity determines fair values of various financial assets and financial liabilities.
Fair value of the Consolidated Entity’s financial assets and financial liabilities that are measured at fair value on a recurring basis
Some of the Consolidated Entity’s financial assets and financial liabilities are measured at fair value at the end of each reporting period. The
following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the
valuation technique(s) and inputs used).
Financial Asset
Fair value at
(USD’000)
Fair value
hierarchy
Valuation technique(s) and key input(s)
2024
2023
Focus Minerals Limited11
Total
-
-
360
360
Level 1
Quoted prices in active markets
1.
Focus Minerals Limited is classified as quoted equity shares in a listed company stock code ASX:FML. A loss of $113,000 was recognised on
disposal of investment in FML.
The Consolidated entity uses the following hierarchy for determining the fair value of a financial asset or liability:
• Level 1 – the fair value is calculated using quoted prices in active markets.
• Level 2 – the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either
directly (as prices) or indirectly (derived from prices). The Group’s interest bearing loans and borrowings and derivative instruments including
forward exchange contracts fall within Level 2 of the hierarchy.
• Level 3 – if one or more of the significant inputs are not based on observable market data, the instrument is included in Level 3. This is the
case for unlisted equity instruments.
Fair value of financial assets and financial liabilities that are not measured at fair value
The directors consider that the carrying amounts of all other financial assets and financial liabilities recognised in the consolidated financial
statements approximate their fair values.
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
9 7
Note 24: Parent Entity Information
The accounting policies of the parent entity, which have been applied in determining the financial information shown below, are the same as
those applied in the consolidated financial statements except as set out below. Refer to Note 2 for a summary of the significant accounting
policies relating to the Consolidated Entity.
Set out below is the supplementary information about the parent entity, Theta Gold Mines Limited.
Statement of profit or loss and other comprehensive income
Parent
2024
2023
USD’000
USD’000
Loss after income tax
(4,720)
(5,207)
Statement of financial position
Parent
2024
2023
USD’000
USD’000
Assets
Total current assets
2,420
582
Total non-current assets
-
87
Total assets
2,420
669
Liabilities
Total current liabilities
15,042
8,821
Total non-current liabilities
3,139
7,604
Total liabilities
18,181
16,425
Equity
Issued capital
111,343
106,900
Reserves
9,635
5,410
Accumulated losses
(136,739)
(128,066)
Total equity
(15,761)
(15,756)
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2024 (2023: Nil).
Capital commitments
The parent entity had no capital commitments as at 30 June 2024 (2023: Nil).
Significant accounting policies
Investments in subsidiaries are recorded at cost, less any impairment adjustments. Except for the foregoing, the accounting policies of
the parent entity are consistent with those of the Consolidated Entity, as disclosed in Note 2.
9 8
The consolidated financial statements incorporate the assets, liabilities and results of Theta Gold Mines Limited and the following
subsidiaries in accordance with the accounting policy described in Note 2:
Equity holding
Name of entity
Country of
incorporation
Tax residency
2024
%
2023
%
Theta Gold SA (Pty) Ltd (formerly Stonewall Mining
(Proprietary) Limited) and its subsidiaries -
South Africa
South Africa
100
100
-
Transvaal Gold Mines Estates Limited*
South Africa
South Africa
74
74
-
Sabie Mines (Proprietary) Limited*
South Africa
South Africa
74
74
-
Vanaxe Share Block Pty Ltd (subsidiary of
Sabie Mines (Proprietary) Limited)
South Africa
South Africa
74
74
-
TGME Exploration Company 1 (Pty) Ltd
South Africa
South Africa
100
100
-
TGME Exploration Company 2 (Pty) Ltd
South Africa
South Africa
100
100
* Theta Gold SA (Pty) Ltd (formerly Stonewall Mining (Proprietary) Ltd) entered into a share sale agreement with TGME Empowerment
Company Proprietary Limited (TGME SPV) dated 11 June 2012 in terms of which it sold 330,234 shares in TGME (26% of the shares)
to the TGME SPV for a nominal amount. Thus, one share was issued by TGME to the TGME SPV on 30 October 2012. This is
consolidated into TGME as TGME controls the SPV.
Theta Gold SA (Pty) Ltd entered into a share sale agreement with African Sun Empowerment Company Proprietary Limited (Sabie SPV)
dated 11 June 2012 in terms of which it sold 40,299 shares in Sabie (26% of the shares) to the Sabie SPV for a nominal amount. Thus
one share was issued by Sabie to the Sabie SPV on 30 October 2012. This is consolidated into Sabie as Sabie controls the SPV.
The nature of the BEE arrangement is such that the trustees of the trusts that collectively own 100% of the shares of TGME SPV, and
Sabie SPV, which in turn owns 26% of TGME and Sabie Mines Pty Limited respectively, do not have control of the trusts. Under the
terms of the BEE arrangements, these trustees must operate within a framework established and controlled by Theta Gold SA Pty
Limited. The shares held by the trust are therefore treated as treasury shares. The dividends or distributions to the trust are utilised by
the trustees for predetermined purposes to benefit local communities and are presented as expenses at the consolidated level.
Accordingly, no non-controlling interests are recognised.
Note 25: Income tax expense
2024
USD’000
2023
USD’000
Loss before income tax expense
(6,391)
(7,027)
Prima facie (tax benefit) / expense on loss from ordinary activities before income
tax at 25% (2023: 25%)
(1,598)
(1,757)
Effect of expenses that are not deductible in determining taxable income
3,007
2,353
Effect of different tax rates of group entities operating in different jurisdiction
(329)
(170)
Effect of temporary differences and / or tax losses not recognised
(1,080)
(426)
Income tax expense recognised in profit or loss
-
-
Unrecognised deferred tax balances
Unused tax losses for which no deferred tax asset has been recognised
35,995
32,549
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
9 9
No deferred tax asset has been recognised as it is currently not probable that future taxable profits will be available to realize the asset in the
foreseeable future. Potential deferred tax assets on carry forward losses are shown above.
Note 26: Events after Balance Date
Funding:
Subsequent to balance date, the Company announced it has secured funding via the completion and or commitment of proceeds from
Placements as set below:
US$4 milliom Private Placement:
The Company has received firm commitments from existing and new sophisticated and wholesale investors to raise a further US$4.0 million
(AU$6.0252 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 46,276,11353 million new fully paid TGM
Ordinary Shares at the issue price of A$0.1354 (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.
US$10 million Two-Tranche Placement:
Tranche 1 Placement
The Company confirms that it has now received all proceeds under Tranche 1 Placement of US$6 million (~AU$8.99 million) from Hong Kong Ruihua
Green Development Limited (“HRGD”), a sister company to HRIM created during the Overseas Direct Investment (“ODI”) application process55 in
China, and has issued 69,137,53856 new TGM Ordinary Shares (Tranche 1 Placement Shares) at the issue price of $0.13 (13 cents) per share, along
with 34,568,769 unlisted options, on a one (1) free option for every two (2) new Shares issued under Tranche 1 Placement.
Each Tranche 1 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 expiry date 2 years from the date of issue. Options issued under Tranche 1 are not quoted.
New Tranche 1 Placement Shares and attaching options were issued on Tuesday, 17 September 2024 utilising the Company’s currently available
capacity to issue shares, pursuant to ASX Listing Rules (LR’s).
Tranche 2 Placement
As previously advised by the Company57, HRIM remains committed to providing the remaining balance of US$4 million (~AU$6 million) to complete
Tranche 2 Placement of Shares and Options, subject to receiving the necessary Shareholder approvals and related Condition Precedents. Tranche 2
Placement Options58 will be issued on the same terms and pricing as those under Tranche 1 Placement, on a one (1) free option for every two (2) new
Shares issued under Tranche 2. Details of the time and venue for the General Meeting to consider the shareholder approvals and resolutions via a
notice of meeting issued 26 September 2024.
The exact number of new TGM shares and attaching options issued under Tranche 2 Placement will be subject to the conversion rate applied
(USD:AUD) at the time funds are received by the Company.
52 The conversion price of (USD:AUD) was based on the closing spot price(s) published by the RBA.
53 The exact number of new TGM shares and attaching Options to be issued in the June 2024 Placement will be dependent on the conversion rate on the
day the US$ funds are received and converted to AU$ by the Company.
54 The issue price per share of $0.13 is a 12.3% discount to the 15-day VWAP of $0.1482.
55 ASX Announcements: “Theta Gold Mines Inks US$10m Equity Funding Placement” dated 6 May 2024 And “Equity Funding Placement Update” dated 11
June 2024
56 Number of new shares is calculated after conversion of USD received to AUD at a rate of 0.6676 and applying the per share issue price of 13 cents.
57 as per Reference 1.
58 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.
1 0 0
Oversubscribed Private Placement for US$2 million:
The Company also advised in an announcement dated 16 September 2024 that it has received a firm commitment for an additional US$2 million
(~AU$3 million) from institutional investors on the same terms as the two-tranche Placement. The Company will issue approximately 23,048,11359
new TGM Shares, at the issue price of $0.1360 (13 cents) per share, along with approximately 11,524,056 attaching options.
The exact number of new TGM shares and attaching options issued under the US$2 million Placement are subject to the conversion rate applied
(USD:AUD) at the time funds are received by the Company.
2Invest AG Secured Bonds Redemption:
Following completion of the several private placements, the Company announced61 it had now fully redeemed the AU$6million Secured Bond62 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 for potential future project funding requirements.
Project Funding Update:
Theta Gold and Sprott Streaming and Royalty Corporation (‘Sprott Streaming’) announced on 16 September 202463 both parties will not proceed with
the proposed streaming transaction. The Company is currently progressing funding negotiations with Yellow River (‘YR’) a wholly-owned subsidiary of
Power Construction Corporation of China (PowerChina), in regards to the proposed Engineering Procurement and Construction (EPC) agreement to
build Stage One of its TGME Gold Plant and TSF facilities in South Africa.
Corporate
Extraordinary General Meeting
On 26 September 202464, the Company announced it would hold an Extraordinary General Meeting (EGM) of shareholders to approve resolutions
with respect to funding, to be held on 28 October 2024.
Annual General Meeting
The Company’s Annual General Meeting (AGM) for 2024 will be held in November 2024. A notice will be released by the Company shortly
notifying shareholders of the date and venue for the 2024 AGM.
59 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.
60 Shares issued under the additional US$2 million Placement will be issued at a 17% discount to the 15-day VWAP.
61 Refer ASX Announcement titled, “US$8 million Private Placement and Full Redemption of AU$6 million Secured Bond”.
62 ASX Announcements: “Funding Package to Accelerate TGME Project” dated 2 August 2021.
63 Refer ASX Announcement titled, “US$8 million Private Placement and Full Redemption of AU$6 Million Secured Bonds”.
64 Refer to ASX Release dated, 16 September 2024 titled, “US$8 million Private Placement and Full Redemption of AU$6 million Secured Bonds”.
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Shareholders Information
as at 10th September 2024
1. Issued securities
Ordinary shares
(ASX: TGM)
Unlisted
Options
Performance
rights
Number
on
issue
711,539,838
69,110,000
18,270,000
2. Distribution of Shareholders
Holdings Ranges
Holders
Total Units
%
1 - 1,000
219
101,415
0.01%
1,001 - 5,000
304
993,941
0.14%
5,001 - 10,000
165
1,297,221
0.18%
10,001 - 100,000
297
10,677,984
1.50%
100,001 +
160
698,460,281
98.16%
Totals
1,145
711,530,842
100.00%
3.
Substantial Shareholders
The substantial shareholders in the Company based on substantial holding notices received by the Company are –
Name
Number of shares
%
BNP Paribas Nominees Pty Ltd
98,436,077
13.834%
Citicorp Nominees Pty Limited
79,706,204
11.202%
HSBC Custody Nominees (Australia) Limited
49,074,689
6.897%
Zenith (HK) Holding Limited
46,645,701
6.556%
2Invest AG
42,526,787
5.977%
4.
Non-Marketable Parcels
A non-marketable parcel is a shareholding with a market value of less than $500. There were 113 shareholders with non-marketable parcels.
5.
On-Market Buy-back
There is no current on-market buy-back.
6.
Voluntary Escrow
Class
Number of shares
Expiry date
Ordinary shares
Nil
-
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Top 20 shareholders
Holder Name
Number of Ordinary
Shares Held
Percentage of
Total Issued
Shares
BNP Paribas Nominees Pty Ltd
98,436,077
13.834%
Citicorp Nominees Pty Limited
79,706,204
11.202%
HSBC Custody (Australia) Limited
49,074,689
6.897%
Zenith (HK) Holding Limited
46,645,701
6.556%
2Invest AG
42,526,787
5.977%
Tasman Funds Management Ltd
32,730,995
4.600%
Golden Asia Investment Group Limited
31,828,993
4.473%
Mr Xingzhou Li
24,133,334
3.392%
Acuity Capital Investment Management Pty Ltd
24,000,000
3.373%
BNP Paribas Nominees Pty Ltd ACF Clearstream
23,530,343
3.307%
BNP Paribas Noms Pty Ltd
21,559,601
3.030%
Huazhou Li
20,000,000
2.811%
Best Wealth Winner Limited
19,555,556
2.748%
Hongkong Ruihua Investment Management Limited
11,770,000
1.654%
High Gift Investments Ltd
11,245,179
1.58%
Kwok Ping Sun
11,140,000
1.566%
Mrs Zhiqing Zhang
9,231,564
1.297%
Quinglong Fan
9,200,000
1.293%
Jianping Zhou
8,010,255
1.126%
7 Enterprises Pty Ltd
7,750,000
1.089%
Total Securities of Top 20 Holdings
582,075,278
81.505%
Total of Securities
711,539,838
THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
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Corporate Directory
DIRECTORS
Executive Chairman
Mr Charles William Guy
Non-Executive Directors
Mr Bill Richie Yang
Mr Byron Dumpleton
Mr Guyang (Brett) Tang
SHARE REGISTRY
Boardroom Pty Limited
Grosvenor Place
Level 12, 225 George Street
Sydney NSW 2000
Australia
Tel: 1300 737 760 (within Australia)
+61 2 9290 9600 (outside Australia)
Fax: +61 2 9290 9655
SOLICITORS
Thomson Geer
Level 49, Waterfront Place
1 Eagle Street
Brisbane, QLD 4000
COMPANY SECRETARY
Mr Brent Hofman
STOCK EXCHANGE LISTINGS
ASX:TGM
PRINCIPAL OFFICE
Level 35 (Servcorp)
International Tower One
100 Barangaroo Avenue
Sydney NSW 2000
Australia
Tel: + 61 2 8046 7584
Email: info@thetagoldmines.com
INVESTOR RELATIONS
Australia: Ben Jarvis, Six Degrees Investor Relations:
Tel: +61 (0) 413 150 448
Webpage: www.thetagoldmines.com
https://twitter.com/ThetaGoldMines
https://www.linkedin.com/company/thetagoldmines/
INTERACTIVE INVESTOR HUB
http://investors.thetagoldmines.com
AUDITOR
Hall Chadwick (NSW)
40 Park Street
Sydney NSW 2000
Australia
AUSTRALIAN BUSINESS NUMBER
30 131 758 177
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THETA GOLD MINES LIMITED | ANNUAL REPORT 2024
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G O L D M I N E S