FOCUS MINERALS LTD — M&A Activity 2022

Jan 19, 2022

==> picture [116 x 81] intentionally omitted <==

20 January 2022

ASIC Relief Permitting Electronic Delivery of Focus’s Target’s Statement

On 9 December 2020, Theta Gold Mines Limited ( TGM ) announced an unsolicited, conditional, off-market takeover offer for certain shares[1] in Focus Minerals Limited ( Focus ). TGM is offering 2 TGM shares for each such Focus share you hold ( Offer ). The Offer opened on 18 January 2022 and is scheduled to close at 7.00pm (Sydney time) on 21 February 2022, unless extended or withdrawn.

Focus will respond to the Offer with a Target's Statement which will include the recommendations of each of Focus's directors with respect to the Offer. Focus announced earlier today that Focus' Target's Statement will be released on or before Friday, 4 February 2022.

Due to the coronavirus pandemic and related issues, ASIC has granted Focus relief from the usual requirement under the Corporations Act 2001 (Cth) to send the Target's Statement to Focus shareholders by post. This means that when the Target's Statement is released:

1. if you have nominated an email address to receive communications from Focus, then you will receive an email to your nominated email address with a link to an electronic copy of the Target's Statement; and

2. if you have not nominated an email address to receive communications from Focus, then you will receive a letter or postcard from Focus to your registered postal address, which will contain details of a link to an electronic copy of the Target's Statement.

Focus shareholders may also request a hard copy of the Target's Statement be sent to them by contacting Focus on 1300 308 375 (for callers within Australia) or +61 8 6314 6300 (for callers outside of Australia) Monday to Friday between 9.00am and 5.30pm (Perth time). If you are in Australia, the hard copy Target's Statement will be sent by pre-paid ordinary post or by courier or, if you are outside Australia, by pre-paid airmail post or by courier.

ASIC has stated that the fact that it has granted this relief in connection with the Offer should not be taken as a reflection of ASIC's views on any aspect of the Offer.

Focus's directors recommend that Focus shareholders TAKE NO ACTION in relation to the Offer until they have considered the Target's Statement which will be released on or before Friday, 4 February 2022.

The release of this ASX announcement was authorised by the Board of Focus Minerals Ltd.

For further information please contact:

For media and investor enquiries please contact:

Nicholas Ong Peter Klinger Company Secretary Director, Investor Relations Focus Minerals Ltd. Cannings Purple Phone: +61 8 9215 7888 Phone: +61 411 251 540 Email: info@focusminerals.com.au Email: pklinger@canningspurple.com.au

1 TGM's Offer applies only to those Focus shares that existed as at 21 December 2021, and therefore does not relate to the 103,810,080 new Focus shares that were issued on 31 December 2021 pursuant to Focus' recently completed non-renounceable entitlement offer.

About Focus Minerals Limited (ASX: FML)

Focus Minerals is a Perth-based, ASX-listed gold exploration company focused on delivering shareholder value from its 100%-owned Coolgardie Gold Project and Laverton Gold Project, in Western Australia’s Goldfields.

Focus is committed to delivering shareholder value from the Coolgardie Gold Project, a 138km[2] tenement holding that includes the 1.4Mtpa processing plant at Three Mile Hill (on care and maintenance), by continuing exploration and valueenhancing activities. An updated PFS in September 2020 highlighted the potential for a low capital cost, fast-tracked return to mining at Coolgardie and delivered an NPV7.5% of $183 million. The Company’s efforts are now focused on increasing production-ready Mineral Resources at Coolgardie and delivering the approvals and permits required for a resumption of gold-mining operations.

The Laverton Gold Project covers 362km[2] area of highly prospective ground that includes the historic Lancefield and Chatterbox Trend mines. Focus’ priority target is to confirm sufficient gold mineralisation at the Beasley Shear Zone, Lancefield-Wedge Thrust, Karridale and Burtville to support a Stage 1 production restart at Laverton. In parallel, Focus is working to advance key Laverton resource growth targets including Sickle, Ida-H and Burtville South. Focus has delivered first results from a progressive Pre-Feasibility Study (Pre-Tax NPV5.0% A $132M) and is advancing study work utilising Laverton’s expanded Mineral Resource position.

ASX Listing Rule 5.19.2

Focus confirms that all material assumptions underpinning the production target or the forecast financial information derived from the Coolgardie 2020 PFS announced in September 2020 continue to apply and have not materially changed.

2