FOCUS MINERALS LTD — Capital/Financing Update 2009

Mar 2, 2009

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ABN 56 005 470 799

Share Purchase Plan

Eligible shareholders can purchase a maximum of $5,000 of Focus Minerals Ltd shares at a discount to market price

OFFER CLOSES 5.00pm WST ON 28 APRIL 2009

Dated 3 March 2009

This is an important document that requires your immediate attention should you choose to participate in the Plan.

FOCUS MINERALS LTD PURCHASE PLAN OFFER – TERMS AND CONDITIONS

The Directors of Focus Minerals Ltd (Company or “FML”) are pleased to extend an invitation to each FML shareholder to subscribe for shares in the Company to raise a maximum of $3.0 million under this Share Purchase Plan (“SPP”). The SPP offers eligible shareholders the ability to subscribe for a maximum of $5,000 worth of fully paid ordinary shares in the Company through the Plan.

These terms and conditions and the accompanying ‘Share Purchase Plan Application Form’ set out the terms and conditions (Terms and Conditions) of the SPP. By accepting the offer to subscribe for shares in Focus Minerals Ltd (FML) (ABN 56 005 470 799) under the SPP, you agree to be bound by the terms and conditions and the constitution of FML.

Opening and Closing Date of the Offer

The offer to purchase shares under the Plan opens on 10 March 2009 at 9.00am (WST) and will close at 5.00pm WST on 28 April 2008 .

No late applications will be accepted, however the Directors reserve the right to extend the closing date.

Participation by Shareholders

The right to participate in this offer under the SPP is available exclusively to persons who are registered as holders of fully paid ordinary shares in the Company at 5.00pm (WST) on the record date of 3 March 2009 and whose registered address, as recorded in the Company’s register of members, is in Australia or New Zealand (“Eligible Shareholders”).

Eligible Shareholders are entitled to apply for a maximum of $5,000 worth of shares under the Plan. To participate, Eligible Shareholders must complete the enclosed pre-printed Share Purchase Plan Application Form in accordance with the instructions on the form and return it together with their payment by 5.00pm WST on Tuesday 28 April 2009.

Do I have to participate?

No. Participation in the SPP is entirely voluntary. In deciding whether to participate in the SPP, please take time to read these terms and conditions and contact your financial or taxation adviser if necessary.

Participation by Directors

The directors of the company, as Eligible Shareholders, may participate in the offer on the same terms and conditions as all other Eligible Shareholders in FML and their participation is subject to shareholder approval at a General Meeting to be held on 3 April 2009 (Please refer to Notice of Meeting recently mailed to shareholders).

Beneficiaries

If a trustee or nominee is expressly noted on the register of members as holding shares on account of another person (a “Beneficiary”), then the Beneficiary is taken to be the registered holder in regard to those shares. Any application for the Offer is taken to be an issue to the Beneficiary.

Purchase Price of Shares to be Issued under the Plan

As an incentive for shareholders, who have shown loyalty to the Company, the purchase price of the new shares to be offered under the Plan has been set at 2 cents per share. The issue Price represents a discount of approximately 25% to the twenty (20) day volume weighted average price of securities traded on the ASX immediately prior to the trading halt on 18 February 2009.

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In accordance with ASX Listing Rules, the number of securities that may be issued by FML under the Plan cannot exceed 30% of the number of fully paid ordinary shares already on issue. In the event of subscriptions exceeding the maximum permitted, shares will be issued on a first-in-first served basis .

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The directors of FML have assessed the capital requirements of the Company to achieve the resource development expansion program including the refurbishment and modernisation of the Company’s Three Mile Hill Treatment Plant. As such the Directors have decided that the proceeds of the SPP will be a maximum of $3.0 million totalling 150,000,000 shares.

Any shortfall to the Offer may be placed at the discretion of the Board of Directors. Should applications total an amount less than $3.0 million, FML has retained Azure Capital to place any shortfall with sophisticated investors.

The Shares issued pursuant to the SPP Offer will be issued following completion of the Share Placement announced on 24 February 2009, using the Company’s 15% capacity under ASX Listing Rule 7.1 as at the time of issue of those Shares.

Indicative Timetable

Announcement of Share Purchase Plan	Tuesday 24 February 2009
Record Date (5.00pm WST)	Tuesday 3 March 2009
Dispatch of Entitlement and Acceptance Forms	Friday 6 March 2009
OpeningDate ofOffer	Tuesday10March 2009
Closing Date of Offer	Tuesday 28 April 2009
Allotment of shares under the Plan	Thursday 30 April 2009
Dispatch date for holding statements	Friday 1 May 2009

These dates are indicative only. FML may vary the date and times of the Offer (including extending the closing date) without notice. Accordingly, Eligible Shareholders are encouraged to submit their pre-printed Share Purchase Plan Application Forms as early as possible.

If FML rejects, or partially rejects, an application, FML will promptly return to the Eligible Shareholder the relevant subscription monies, without interest.

All shares issued will rank equally with existing shares in FML and will carry the same voting rights, dividend rights and entitlements to dividends, rights and bonus issues.

Risk Factors

Before deciding whether to accept the Offer, you should refer to the current market price of FML shares, which can be obtained from daily newspapers, stockbroker, financial adviser or the ASX.

Owning shares in FML, is considered a speculative form of investment and that the future price of the Company’s shares can rise or fall.

Also, shareholders should be aware that there is a risk that the market price of the shares may change between the date of this Offer and the date when the new shares are issued to you under the Plan. The value of the shares you receive may rise or fall accordingly.

Finally, shareholders should note that the offer is not made under a Prospectus or other disclosure document and does not require the type of disclosure required under the Corporations Act 2001. Shareholders must rely on their own knowledge of the Company and previous disclosures made by the Company on ASX. You should consult your professional adviser when deciding whether or not to accept the offer and participate in the Plan.

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Discretion and Disputes

FML reserves the right to waive strict compliance with any of the terms and conditions. Any powers or discretions of FML may be exercised by the Directors of FML or any delegate of them.

FML may determine, in any manner it thinks fit, any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any participant or application. A determination made by FML will be conclusive and binding on all participants and other persons to whom the determination relates.

Changes and Termination

FML may change or terminate the SPP or the Terms and Conditions at any time, whether because of a change of law, ASIC requirement or policy, or any other circumstance relevant to the SPP or FML. If FML does this, it will notify the Australian Stock Exchange and post a notice on FML’s website (www.focusminerals.com.au). Failure to notify shareholders of a change to or termination of the SPP or the terms and conditions or the non-receipt of notice by any shareholder will not invalidate the change or termination. If FML terminates the SPP, it will refund any application moneys to you (without interest).

Additional Information

If you would like to participate in the Plan, please return your completed pre-printed application form, together with a cheque in Australian dollars for the subscription price, in the return addressed envelope to our share registry by 5.00pm WST on 28 April 2009 .

Please make cheques payable to “Focus Minerals Ltd Share Issue Account” and cross the cheque “Not Negotiable”. If you do not provide the exact amount, the Company reserves the right to return your application form and cheque. The amount that you provide will be for an investment of either $5,000, $2,500 or $1,000. Please mark clearly on the application form the option you choose to participate in. If the Company returns your form and cheque, no shares will be allotted to you. No interest will be paid on any funds returned.

Alternatively, you can participate using BPAY following instructions contained on the reverse of the Application Form.

In the event of oversubscription, shares will be issued on a first-in-first served basis.

Please note that the maximum investment per shareholder is $5,000 (representing 250,000 new shares at a subscription price of 2 cents per share) and the minimum investment per shareholder is $1,000 (representing 50,000 new shares at a subscription price of 2 cents per share).

Shares allotted under the Plan will be issued no later than 10 business days from the close of the offer. The Company will apply for the Shares allotted to be quoted on the Australian Stock Exchange, within the relevant period specified in the Listing Rules.

Please note that participation is entirely at your option and the offer is non-renounceable which means it cannot be transferred to anyone else.

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