Theta Gold Mines : Supplementary Bidder's Statement FML Take Over Offer

For personal use only

4 January 2022

ASX ANNOUNCEMENT

FOCUS MINERALS LTD TAKEOVER OFFER - SUPPLEMENTARY BIDDER'S STATEMENT

Theta Gold Mines Limited (Theta Gold, TGM or Company) (ASX: TGM | OTCQB: TGMGF | FSE: 3LM) refers to its takeover bid to acquire fully paid ordinary shares in Focus Minerals Ltd (Focus) that exist on the Register Date of 21 December 2021 made under the Bidder's Statement dated

20 December 2021 (Original Bidder's Statement).

Under the Original Bidder's Statement, TGM's takeover offer was subject to a condition that Focus not proceed with its 1 for 1 non-renounceable entitlement offer announced by Focus on 3 December 2021 (Focus Entitlement Offer). Notwithstanding the concerns expressed by TGM (including that the Focus Entitlement Offer would likely entrench control for Shandong Gold at a significant discount), Focus proceeded with the Focus Entitlement Offer which closed on 23 December 2021. As announced by Focus on 31 December 2021, Focus has issued a further 103,810,080 new Focus shares and Shandong Gold now has an interest of 63.18% in Focus.

While TGM's takeover offer only relates to Focus shares in existence on 21 December 2021 (and does not extend to the new Focus shares issued in relation to the Focus Entitlement Offer), so as to permit the offer contemplated by the Original Bidder's Statement to proceed, TGM confirms that it will formally waive the condition that the Focus Entitlement Offer not proceed, and will not rely on any other condition (including the prescribed occurrence conditions at paragraphs (b)(iv) and paragraph (c)(iv) of Appendix 2 of the Original Bidder's Statement) to the extent that those conditions would be triggered by the completion of (or the issue of Focus shares in relation to) the Focus Entitlement Offer. This waiver does not extend to any subsequent placement by Focus of the residual shortfall shares not taken up under the Focus Entitlement Offer (which would lead to yet further dilution at a discount).

The result of the above is that the maximum interest in Focus that TGM could acquire under its offer is 64.24%.

TGM has also received correspondence from Focus' lawyers querying the status of TGM's offer in light of the above circumstances, and alleging other matters. TGM has sought to address the issues raised by Focus in good faith and as expeditiously as possible. TGM has also taken the opportunity to update other disclosures in the Original Bidder's Statement so that the information provided to Focus shareholders is as fulsome and current as practicable.

Accordingly, and as a result of the above new circumstances and other matters, TGM has prepared and lodged with ASIC today a first supplementary bidder's statement dated 4 January 2022 (First Supplementary Bidder's Statement), which is attached to this announcement in accordance with section 647(3)(b) of the Corporations Act.

A replacement bidder's statement (as attached to the First Supplementary Bidder's Statement) which replaces the Original Bidder's Statement and has been marked to show all changes from the Original Bidder's Statement (Replacement Bidder's Statement), has also been lodged with

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ASIC today and is attached to this announcement in accordance with section 633A(2)(c) of the Corporations Act (as inserted by ASIC Class Order [CO 13/528]).

A clean version of the Replacement Bidder's Statement will be released under a separate announcement.

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/

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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First Supplementary Bidder's Statement

in respect of the offer for shares in Focus Minerals Ltd

Important Information

This document is the first supplementary bidder's statement (First Supplementary Bidder's Statement) to the original bidder's statement (Original Bidder's Statement) of Theta Gold Mines Limited (ABN 30 131 758 177) (TGM) dated 20 December 2021 given in connection with its takeover offer for all shares in Focus Minerals Ltd (ABN 56 005 470 799) (Focus) that exist on the Register Date of 21 December 2021.

This First Supplementary Bidder's Statement supplements, and must be read together with, the Original Bidder's Statement. This First Supplementary Bidder's Statement will prevail to the extent of any inconsistency with the Original Bidder's Statement.

A copy of this First Supplementary Bidder's Statement was lodged with the Australian Securities and Investments Commission (ASIC) on 4 January 2022. Neither ASIC nor its officers takes any responsibility for the contents of this First Supplementary Bidder's Statement.

Unless the context otherwise requires, defined terms used in this First Supplementary Bidder's Statement have the same meaning as given to them in the Original Bidder's Statement. Section 10.2 (References to certain general terms) of the Original Bidder's Statement also applies to this First Supplementary Bidder's Statement.

1. AMENDMENTS TO ORIGINAL BIDDER'S STATEMENT

This First Supplementary Bidder's Statement amends the Original Bidder's Statement in the manner shown in mark-up in the attachment.

2. REPLACEMENT BIDDER'S STATEMENT

A replacement bidder's statement (Replacement Bidder's Statement) issued by TGM replaces the Original Bidder's Statement as amended by this First Supplementary Bidder's Statement. Attached to this First Supplementary Bidder's Statement is a marked-up copy of the Original Bidder's Statement showing the amendments that have been made, as reflected in the Replacement Bidder's Statement.

A clean copy of the Replacement Bidder's Statement is issued at the same time as this First Supplementary Bidder's Statement.

3. AUTHORISATION

This First Supplementary Bidder's Statement has been approved by a unanimous resolution of the directors of Theta Gold Mines Limited.

Dated 4 January 2022

Signed for and on behalf of Theta Gold Mines Limited by

______________________

Charles William Guy - Chairman

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Attachment - Marked-up Original Bidder's Statement showing changes made as reflected in

the Replacement Bidder's Statement

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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 as at the Register Date

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 beissued after the Register Date, including under the Focus Entitlement Offer (if it proceeds).

This Bidder's Statement is a replacement Bidder's Statement andwas lodged with ASIC on

4 January 202220 December 2021. This Bidder's Statement replaces the original Bidder's Statement lodged with ASIC on 20 December 2021. See 'Important Information' on the next page for further details.

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.

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