Theta Gold Mines : Bidder Statement for Focus Minerals Ltd

For personal use only

20 December 2021

ASX ANNOUNCEMENT

BIDDER'S STATEMENT FOR FOCUS MINERALS LIMITED

Theta Gold Mines Limited (Theta Gold, TGM or Company) (ASX: TGM | OTCQB: TGMGF | FSE: 3LM) refers to its ASX announcement of 9 December 2021. In relation to TGM's off-market takeover bid for Focus Minerals Limited (ASX: FML) (Focus) (Offer), and in accordance with item 5 of section 633(1) of the Corporations Act 2001 (Cth) (Corporations Act), TGM attaches a copy of its bidder's statement (Bidder's Statement).

The Bidder's Statement has been lodged with the Australian Securities and Investments Commission (ASIC) and sent to Focus today.

TGM's Offer to Focus shareholders is 2 TGM shares for every 1 Focus share on issue as at 21 December 2021. Further details of the Offer and the implications for Focus shareholders (including the conditions to the Offer) are set out in the Bidder's Statement.

TGM anticipates sending the Bidder's Statement to Focus shareholders shortly and in accordance with the Corporations Act timetable.

In accordance with section 633(4) of the Corporations Act TGM advises that it has specified 21 December 2021 at 7.00pm (Sydney time) as the date for the purposes of determining the persons to whom information must be sent under items 6 and 12 of section 633(1) of the Corporations Act.

This announcement was authorised for release by Mr Bill Guy, Chairman.

For more information:

Bill Guy, Chairman

Theta Gold Mines Limited

1. + 61 2 8046 7584 E:[e-mail]

Webpage:www.thetagoldmines.com

https://twitter.com/ThetaGoldMines

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

For personal use only

ABOUT THETA GOLD MINES LIMITED

Theta Gold Mines Limited (ASX: TGM | OTCQB: 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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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to how to deal with it, you should consult your legal, financial or other professional adviser as soon as possible

Bidder's Statement

containing an Offer by

Theta Gold Mines Limited

ABN 30 131 758 177

to purchase all of your shares that exist on the Register Date in:

Focus Minerals Ltd

ABN 56 005 470 799

You will receive 2 New TGM Shares for every 1 of your Focus Shares

The Offer is dated [insert] and will close at 7.00 pm (Sydney Time) on [insert], unless extended or withdrawn. For the sake of clarity, this Offer does not extend to any Focus Shares that may be issued after the Register Date, including under the Focus Entitlement Offer (if it proceeds).

This Bidder's Statement was lodged with ASIC on 20 December 2021.

Please call the Offer Information Line on 1300 737 760 (toll-free within Australia) or [phone] (from outside Australia), Monday to Friday between 8.30am and 5.00pm (Sydney time) if you require assistance.

Legal adviser

Corporate and Financial adviser

For personal use only

Key Dates

	Announcement of Offer		9 December 2021
	Date of this Bidder's Statement		20 December 2021
	Date of Offer		[insert]
	Date Offer closes		7.00 pm (Sydney Time) on [insert]
	(unless extended or withdrawn)

Important Information

Nature of this document

The offer in this Bidder's Statement is given by Theta Gold Mines Limited (ABN 30 131 758 177) (TGM) to Focus Minerals Ltd (ABN 56 005 470 799) (Focus) under Part 6.5 of the Corporations Act and sets out certain disclosures required by the Corporations Act together with the terms of the Offer to acquire your Focus Shares.

This Bidder's Statement is dated 20 December 2021 and includes an Offer dated [insert] on the terms and conditions set out in Appendix 1 and Appendix 2 to this Bidder's Statement. The Offer is made for all Focus Shares that exist or will exist on the Register Date of 21 December 2021.

A copy of this Bidder's Statement was lodged with ASIC on 20 December 2021. ASIC takes no responsibility for the content of this Bidder's Statement.

Defined Terms

Terms used in this Bidder's Statement are defined in the Glossary in section 10 of this Bidder's Statement.

Ore reserves and mineral resources

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) 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 other than as disclosed in TGM's ASX announcement dated 25 October 2021 regarding the TGME permitting update. 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.

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) 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.

Production Targets and Forecast Financial Information

The information in this Bidder's Statement that relates to TGM's production targets and forecast financial information is extracted from TGM's ASX announcement dated 13 April 2021 (Pre-Feasibility Study for Initial Underground Projects). TGM confirms that all material assumptions underpinning the production target and forecast financial information derived from the production target set out in TGM's ASX announcement dated 13 April 2021, continue to apply and have not materially changed.

Investment decisions

You should read this Bidder's Statement in its entirety before deciding whether to accept the Offer. This Bidder's Statement does not take into account the individual investment objectives, financial situation or particular needs of individual Focus Shareholders. Accordingly, before making a decision whether or not to accept the Offer, you should consider seeking independent financial, tax or other professional advice.

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Disclaimer as to forward looking statements

This Bidder's Statement contains certain forward looking statements which have not been based solely on historical facts, but are rather based on TGM's current expectations about future events and results. These forward looking statements are, however, subject to risks, uncertainties and assumptions, in that they may be affected by a variety of known and unknown risks, variables and other factors which are beyond the control of TGM and the Merged Group (to the extent it incorporates or reflects information on Focus) which could cause actual events or results to differ materially from the expectations described in such forward looking statements. These factors include, amongst other things, the risks identified in section 8, as well as other matters not yet known to TGM or not currently considered material by TGM. None of the TGM Group and its respective officers, employees, agents or advisors, nor any persons named in this Bidder's Statement, make any representation or warranty (express or implied), assurance or guarantee (express of implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any forward looking statement. The forward looking statements in this Bidder's Statement reflect views held only as at the date of this Bidder's Statement.

Disclaimer as to Focus information

The information on Focus, Focus Shares and the Focus Group's business and assets contained in this Bidder's Statement has been prepared by TGM using publicly available information and should not be considered comprehensive.

Information in this Bidder's Statement concerning Focus, Focus Shares and the Focus Group and the assets and liabilities, financial position and performance, profits and losses and prospects of the Focus Group has not been independently verified by TGM. Accordingly, none of TGM, the Board, nor any member of the TGM Group or their respective officers, employees, agents or advisors, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or completeness of such information.

Further information relating to Focus' business may be included in Focus' target statement which Focus must provide to Focus Shareholders in response to this Bidder's Statement.

Investment decisions

You should read this Bidder's Statement in its entirety before deciding whether to accept the Offer. This Bidder's Statement does not take into account the individual investment objectives, financial situation or particular needs of individual Focus Shareholders. Accordingly, before making a decision whether or not to accept the Offer, you should consider seeking independent financial, tax or other professional advice.

Notice to Focus Shareholders resident outside Australia

The distribution of the Bidder's Statement in jurisdictions outside of Australia may be restricted by law, and persons who come into possession of it should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify TGM or to otherwise permit a public offering of TGM Shares outside Australia. It is your sole responsibility to satisfy yourself that you are permitted by any foreign law applicable to you to accept the Offer.

You should note that the Offer has been conducted in accordance with the laws enforced in Australia and the ASX Listing Rules. The disclosure requirements in relation to the Offer applicable in Australia may differ from those applying in your jurisdiction. Focus Shareholders outside Australia may have difficulties in enforcing their rights and any claims they may have arising under the laws of their jurisdiction. It may also be difficult to compel TGM to subject itself to a foreign court's judgment.

The financial statements included in this Bidder's Statement have been prepared in accordance with generally accepted accounting principles in Australia that will differ from those in other jurisdictions.

This Bidder's Statement does not constitute an offer of New TGM Shares in any jurisdiction in which it would be unlawful. In particular, this Bidder's Statement may not be distributed to any person, and the New TGM Shares may not be offered or sold, in any country outside Australia except to existing Focus Shareholders as permitted by section 9.3.

Notice to Focus Shareholders in Hong Kong

This Bidder's Statement is confidential in Hong Kong and for the sole use by shareholders of Focus. The contents of this Bidder's Statement have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Offer. If you are in any doubt about any of the contents of this Bidder's Statement, you should obtain independent professional advice.

This Bidder's Statement also does not constitute a prospectus (as defined in section 2(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong)) or notice, circular, brochure or advertisement offering any securities to the public for subscription or purchase or calculated to invite such offers by the public to subscribe for or purchase any securities, nor is it an advertisement, invitation or document which is or contains an invitation falling within the meaning of section 103 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Accordingly, unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for the purposes of issue, this Bidder's Statement or any advertisement, invitation or document relating to the Offer, whether in Hong Kong or elsewhere, which is directed at, or the contents

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