How Theta Gold Mines Secured US$6m to Accelerate South African Gold Project
Theta Gold Mines has secured an additional US$6 million from cornerstone investors and converted outstanding convertible loans into shares and options, reinforcing its balance sheet as it advances the TGME Gold Project in South Africa.
- US$6 million cornerstone investment led by Hong Kong Ruihua Investment Management
- Approximately 59.8 million new shares to be issued subject to shareholder approval
- Conversion of 2023 convertible loans into 44 million shares plus 10 million options
- Share Purchase Plan offer dates extended to allow retail participation
- Retraction of previous production target pending revised feasibility study
Additional Cornerstone Investment Secured
Theta Gold Mines Limited (ASX – TGM) announced it has secured binding commitments for an additional US$6 million (approximately A$9.3 million) from new cornerstone investors, led by existing 15.5% shareholder Hong Kong Ruihua Investment Management Limited. This third tranche of cornerstone investment follows two earlier tranches announced in October 2025 and is subject to shareholder approval. The funds will be used to advance construction and working capital for the TGME Gold Mine Project in South Africa.
Share Issuance and Options Structure
Under the terms of the investment, Theta Gold will issue approximately 59.8 million fully paid ordinary shares at an issue price of A$0.155 per share. These shares will be subject to a voluntary 24-month escrow period. Additionally, investors will be entitled to subscribe for one free attaching option for every 2.38 shares subscribed, amounting to roughly 25.1 million options, also pending shareholder approval. The options will have an exercise price linked to the higher of 80% of the 10-day volume weighted average price or A$0.155, with an expiry date in October 2027.
Convertible Loan Conversion Strengthens Balance Sheet
The company also announced the conversion of outstanding convertible loans from 2023, totaling approximately A$7.8 million including interest, into 44 million shares at an exercise price of A$0.17647. In exchange, the lenders will receive 10 million unlisted options exercisable at A$0.32 with an 18-month expiry. This conversion is designed to strengthen the balance sheet and facilitate the company’s ongoing debt syndication efforts with lenders.
Share Purchase Plan Extension
Theta Gold is extending the closing dates for its Share Purchase Plan (SPP) and associated options offer to allow retail shareholders additional time to participate. The SPP aims to raise up to US$1.3 million (approximately A$2 million) if fully subscribed, providing an opportunity for smaller investors to increase their holdings ahead of the company’s upcoming shareholder meeting scheduled for late November 2025.
Retraction of Production Target and Forward Outlook
Notably, Theta Gold retracted the base case production target included in its Optimised Feasibility Study released in late September 2025, citing a lack of reasonable basis for the forward-looking statement. The company plans to revise and reissue the feasibility study in line with ASX guidelines. Executive Director Richie Yang highlighted the strong shareholder support demonstrated by the recent funding and loan conversion, emphasizing the company’s focus on accelerating construction and advancing the project amid gold prices trading above US$4,000 per ounce.
Bottom Line?
With fresh capital and loan conversions secured, Theta Gold Mines is poised to push forward, but investors await the revised production outlook.
Questions in the middle?
- When will the revised Optimised Feasibility Study and updated production targets be released?
- How will the extended escrow periods on new shares and options impact liquidity for investors?
- What are the next steps and timelines for the company’s debt syndication process?
