Gold developer, Theta Gold Mines, has reported on its activities for the quarter ended 31 December 2025. The December quarter marked a decisive step forward in transforming TGM into South Africa’s next emerging gold producer.
With construction momentum accelerating across the Transvaal Gold Mining Estates (TGME) Gold Project, the Company enters 2026 with strengthened financial capacity, clear operational visibility, and a fully aligned development pathway toward first gold production.
Highlights:
During the December 2025 Quarter:
• Construction advancing - with bulk earthworks, civil works, water systems, platforms and gold-room foundations progressing on schedule.
• Gold plant build schedule - Plant commissioning on target end of Q4 2026.
• Secured A$60.71΄2 million (US$39.9 million) - funding made up of equity and debt (before costs).
• Strong operational performance and quality assurance - with all engineering inspections and concrete strength tests meeting project specification.
• Debt funding - Debt syndication process progressing with debt financiers to cover construction capital costs. A non‑binding funding agreement for US$80m has been reached with Nebari Partners LLC as part of a broader TGME Project debt tendering process.
• Long Lead equipment secured - Twin Titan GDM3065 Ball Mills currently being built at MechProTech along with processing plant equipment items from and MIP Industries, both are local manufacturers within 4 hours of the site. Further orders placed for agitators, electrowinning circuit, thickeners and other plant equipment.
• Workforce growth and local impact - over 70% of non-specialist personnel sourced from nearby communities and 500+ jobs expected at full production.
• Project remains on schedule and within budget - with clear visibility to first gold and continued progress across all critical path activities.
Upcoming Conferences -TGM Executive Chairman, Bill Guy will be presenting at 121 Indaba mining conference in Cape Town - 9/10 February.
Strategic procurement of cutting-edge dual-Titan GDM3065 – 900kW Ball Mill Circuit from MechProTech (a leading South African engineering firm) executed with build underway. This high-impact order reflects TGM’s commitment to world-class processing technology and sets the stage for rapid construction progress.
Strong momentum continues, with bulk earthworks and civil engineering packages advancing on schedule and within budget. These works are critical path items and mark a major milestone toward building the TGME Gold Plant.
Since project commencement, significant ground movement has been achieved across terraces 2, 3, and 4, with over 12,000 cubic meters of material relocated and positive engineering compaction results delivered.
Bulk excavations for concrete retaining walls are complete, and all but one base has been cast, with reinforcement of the final base underway. Project remains firmly on track for commissioning by Q4 2026.
Construction of the gold room platform is advancing, with backfilling and base construction scheduled shortly. Work on bund wall extensions is progressing well; all bases are cast, five vertical extensions completed, and the remainder due shortly. These efficiencies leveraged on existing infrastructure and in-house resources, delivering significant cost savings without compromising quality.
Structural (12) concrete inspections have been completed, with all blinding, steel fixing, and pre-concrete inspections passing the required checks. Concrete test cube results received from the laboratory confirm that all samples have achieved target strength.
Every stage is subject to rigorous engineering sign-off and inspections by the engineering team, ensuring world-class standards and operational integrity.
All personnel already mobilised to site and plans for 500+ jobs at full production, the TGME Gold Project is driving local employment and economic uplift, supported by AI-driven training and a clear path to production.
TGME Project Financing Update during the quarter ended 31 December 2025
Three Tranche Placement and Private Placements:
During the quarter, the Company announced it had received equity and debt commitments funding totalling A$60.7 million, (US$39.9 million).
Summary of that funding is as follows:
• On 7 October 2025 the Company announced it has received funding commitments by way of equity and debt for up to A$51.4 million, (US$33.9 million) made up of an equity component of A$36.3 million, (US$23.9 million) and a debt component of A$15.2 million, (US$10 million); and
• On 21 October 2025 the Company announced it had received a further equity commitment of A$9.3 million, (US$6 million) to two new Cornerstone Investors.
Share Purchase Plan (SPP)
On 19 November 20253, the Company announced the completion of Share Purchase Plan (SPP) which raised $120,000 (before costs) through the issue of 571,425 new fully paid ordinary shares (SPP Shares).
In addition, SPP participants will receive 1 free attaching option (SPP Option) for every 2.38 SPP shares subscribed for in the SPP. As a result, the Company issued SPP Options will have an exercise price of A$0.32 (32 cents) and expiry date that is 18 months from date of grant. The Company has advised that it intends to apply for quotation of the SPP Options.
The Company will use placement funds from the equity raised to:
• Progress bulk earthworks and complete plant site terraces
• Progress civil engineering works and construction
• Purchase Geosynthetic Stabilenka – a geotextile used for reinforcement
• Finalise water management systems; and
• Support working capital needs
Commercial Lender’s Syndication Underway
TGM has engaged specialist advisors to support the process of securing the remaining project‑level funding required to complete plant construction. As part of this broader engagement, on 16 December 2025 the Company announced that it had entered into a non‑binding term sheet with Nebari Partners, LLC or its affiliates for a proposed US$80 million (~A$120 million) senior secured loan facility to support the development and commissioning of the TGME Gold Mine Project.
Upon closing of the facility agreement, TGM will be fully-funded which will allow the Company to complete the construction and commissioning phase of the TGME Gold Processing Plant. The Proposed Facility provides flexibility in amount and timing of funding drawdowns, with Tranche 1 of US$45 million expected to be available early 2026 with the option to draw down Tranche 2 of up to US$35 million at the request of the Borrower as early as 3 months after closing, subject to achieving certain conditions
precedent and milestones.
Key Indicative Terms of the Proposed Facility
• Tranche 1: US$45 million, (A$68 million) to be funded at closing;
• Tranche 2: up to US$35 million, (A$52 million) (at Borrower’s discretion) available after 3 and up to 24 months of closing, subject to satisfaction of agreed conditions precedent and operational milestones;
• Term: five (5) years (60 months) from draw-down;
