Theta 2021 AGM Materials

For personal use only

12 November 2021

ASX ANNOUNCEMENT

Notice of 2021 Annual General meeting

Dear Theta Shareholder

NOTICE OF 2021 ANNUAL GENERAL MEETING

Notice is hereby given that the 2021 Annual General Meeting (2021 AGM) of Theta Gold Mines Ltd will be held at 2.00pm AEDT on 13 December 2021.

As part of the Australian Government's response to the ongoing Covid19 pandemic, temporary modifications have been made to the Corporations Act under the Treasury Laws Amendment (2021 Measures No. 1) Bill 2021. In accordance with these modifications, the Company will not be dispatching physical copies of the Notice of Meeting to shareholders. Instead, the Notice of Meeting and accompanying explanatory statement (Meeting Materials) are being made available to shareholders electronically.

This means that:

• You can access the Meeting Materials online at the Company's website onhttp://www.thetagoldmines.comor at our share registry's website www.InvestorServe.com.auby logging in and selecting Company Announcements from the main menu.
• A complete copy of the Meeting Materials has also been posted to the Company's ASX Market announcements page today.
• If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting Materials and the proxy form.

If you would like to receive electronic communications from the Company in the future, please update your communication elections online at www.InvestorServe.com.au. If you have not yet registered, you will need your shareholder information including SRN/HIN details.

If you are unable to access the Meeting Materials online, please contact our share registry, Boardroom Pty Limited, on [e-mail] or 1300 737 760 (within Australia) or [phone] (Outside Australia) between 8:30am and 5:30pm (AEST) Monday to Friday, to arrange a copy.

Attached with this letter is your proxy form. As a result of the potential health risks and the Governments restrictions in response to the COVID-19 outbreak, the Company encourages all shareholders to lodge a directed proxy form prior to the meeting.

For personal use only

For more information please visit www.thetagoldmines.comor contact:

Bill Guy, Chairman

Theta Gold Mines Limited

1. + 61 2 8046 [e-mail]

Investor Relations

Australia: Ben Jarvis, Six Degrees Investor Relations: [phone]

https://twitter.com/ThetaGoldMines

https://www.linkedin.com/company/thetagoldmines/

ABOUT THETA GOLD MINES LIMITED

Theta Gold Mines Limited (ASX: TGM | OTC: TGMGF | FSE: 3LM) is a gold development company that holds a range of prospective gold assets in a world-renowned South African gold mining region. These assets include several surface and near-surfacehigh-grade gold projects which provide cost advantages relative to other gold producers in the region.

Theta Gold's core project is located next to the historical gold mining town of Pilgrim's Rest, in Mpumalanga Province, some 370km northeast of Johannesburg by road or 95km north of Nelspruit (Capital City of Mpumalanga Province). Following small scale production from 2011 - 2015, the Company is currently focussing on the construction of a new gold processing plant within its approved footprint at the TGME plant, and for the processing of the initial ore reserves.

The Company aims to build a solid production platform to over 160kozpa based primarily around shallow, open-pit or adit-entry shallow underground hard rock mining sources. Theta Gold has access to over 43 historical mines and prospect areas that can be accessed and explored, with over 6.7Moz of historical production recorded.

Theta Gold holds 100% issued capital of its South African subsidiary, Theta Gold (SA) Pty Ltd ("TGSA"). TGSA holds a 74% shareholding in both Transvaal Gold Mining Estates Limited ("TGME") and Sabie Mines (Pty) Ltd ("Sabie Mines"). The balance of shareholding is held by Black Economic Empowerment ("BEE") entities as part of the country's ESG initiatives. The BEE shareholding in TGME and Sabie Mines is comprised of a combination of local community trusts, an employee trust and a strategic entrepreneurial partner.

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For personal use only

THETA GOLD MINES LIMITED

ACN 131 758 177

NOTICE OF 2021 ANNUAL GENERAL MEETING

TIME:	2:00pm (AEDT)
DATE:	Monday, 13 December 2021
PLACE:	The Boardroom
	Level 35, International Tower One
	100 Barangaroo Avenue
	SYDNEY NSW 2000

THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY. PLEASE READ IT CAREFULLY.

If you are unable to attend the Annual General Meeting, please complete the Proxy Form enclosed and return it in accordance with the instructions set out on that form. If you are in any doubt as to how to vote, you should consult your financial or legal adviser as soon as possible. Should you wish to discuss the matters in this Notice of Meeting, please do not hesitate to contact the Company Secretary on ([phone].

NOTICE OF 2021 ANNUAL GENERAL MEETING

For personal use only

Notice is hereby given that the 2021 Annual General Meeting of Theta Gold Mines Limited (the Company) will be held at:

Venue:	The Boardroom
	Level 35, International Tower One
	100 Barangaroo Avenue
	SYDNEY NSW 2000
Date:	2:00 pm (AEDT), Monday, 13 December 2021

This Notice of Meeting should be read in conjunction with the accompanying Explanatory Statement.

AGENDA

BUSINESS

1. TO RECEIVE THE FINANCIAL REPORT, DIRECTORS' REPORT AND AUDITOR'S REPORT
   "To receive and consider the Financial Report, Directors' Report and the Auditor's Report for the year ended 30 June 2021."
   Note: This item of business is for discussion and not for resolution.
2. RESOLUTIONS
   RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
   To consider and, if thought fit, pass the following resolution as a non-bindingresolution:
   "That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the
   Remuneration Report (which forms part of the Directors' Report) for the year ended 30 June 2021 be adopted."
   Note - the vote on this item is advisory only and does not bind the Directors or the Company.
   Voting Prohibition Statement
   A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:
3. • A member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
   • A Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• The voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
• The voter is the Chair and the appointment of the Chair as proxy:
  o Does not specify the way the proxy is to vote on this Resolution; and
  o Expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

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For personal use only

RESOLUTION 2 - RE-ELECTION OF DIRECTOR: MR CHARLES WILLIAM GUY

To consider, and if thought fit, to pass, the following resolution as an ordinary resolution:

"That Mr Charles William Guy, a Director retiring by rotation pursuant to clause 10.2 of the Constitution and Listing Rule 14.4 and, being eligible, offers himself for re-election, be re-elected as a Director."

RESOLUTION 3 - RE-ELECTION OF DIRECTOR: MR FINN STUART BEHNKEN

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That Mr Finn Stuart Behnken, a Director retiring by rotation pursuant to clause 10.2 of the Constitution and Listing Rule 14.4 and, being eligible, offers himself for re-election, be re-elected as a Director."

RESOLUTION 4 - ELECTION OF DIRECTOR: MR BYRON DUMPLETON

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That Mr Byron Dumpleton, a Director who was appointed to the Board on 10 November 2021 in accordance with clause 10.1 of the Company's Constitution, and Listing Rule 14.4 and, being eligible, offers himself for election, be elected as a Director."

RESOLUTION 5 - APPROVAL OF ADDITIONAL PLACEMENT CAPACITY

To consider and, if thought fit, pass the following resolution as a special resolution:

"That, for the purposes of the ASX Listing Rules, including ASX Listing Rule 7.1A, and for all other

purposes, the issue of equity securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (Additional Placement Capacity) and on the terms and conditions set out in the Explanatory Statement, be

approved."

Voting at the meeting

1. Under Corporations Regulation 7.11.37, the Board has determined that a person's entitlement to vote at the meeting will be the entitlement of that person appearing on the register of members at 7.00pm (AEDT) on Friday, 10 December 2021 or Saturday, 11 December 2021,(chess closes on the Friday and won't reopen until Monday).
2. On a show of hands you have one vote. On a poll you have one vote per Share you hold in the Company.
3. If Shares are jointly held, only one of the joint holders is entitled to vote.
4. In order to vote, a corporation which is a Shareholder may appoint a person to act as its representative. The appointment must comply with sections 250D and 253B of the Corporations Act. The representative should bring to the meeting duly executed evidence of the appointment.
5. The form of proxy accompanies this Notice of Meeting. A member entitled to attend and vote at the meeting has a right to appoint a proxy (individual or body corporate). Any person appointed as a proxy need not be a member of the Company. A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion and number of votes that each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of the member's votes that each proxy may exercise, each proxy

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