FOCUS MINERALS LTD — M&A Activity 2022

Jan 6, 2022

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7 January 2022

UPDATE REGARDING SHANDONG GOLD INTENTION TO REJECT TGM OFFER

West Australian gold explorer Focus Minerals Limited (ASX: FML) ( Focus or the Company ) refers to its announcement on 5 January 2022 relating to:

• the off-market takeover offer by Theta Gold Mines Limited (ASX: TGM) ( TGM ) for certain of the issued shares in the Company[1] ( TGM Offer ); and

• the intention of Shandong Gold International Mining Corporation Limited ( Shandong Gold ) to REJECT the TGM Offer in its current form.

In that announcement, it was noted that as a matter of prudence and for completeness, the Focus Board of Directors had requested that Shandong Gold provide a written update of its intentions in relation to the TGM Offer following the release of TGM's replacement bidder's statement on 4 January 2022.

Shandong Gold has provided a further letter with a written update of its intentions regarding the TGM Offer. A copy of that letter accompanies this announcement. Notwithstanding the release of TGM's replacement bidder's statement, Shandong Gold has reaffirmed its previously stated intention that it intends to REJECT the TGM Offer in its current form.

As a consequence, based on the current form of the TGM Offer Shandong Gold will remain the largest shareholder of Focus, with an interest in 63.18% of Focus shares and TGM will not be able to acquire control of Focus.

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

For further information For media and investor enquiries please contact: 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 The TGM Offer only relates to Focus shares that existed on the 'register date' of 21 December 2021 (and therefore does not extend to the new Focus shares issued under Focus' recently completed non-renounceable entitlement offer.

Focus Minerals Limited ACN 005 470 799 | ABN 56 005 470 799 | ASX: FML Level 2, 159 Adelaide Terrace, East Perth WA 6004 | PO Box 3233, East Perth WA 6892 T +61 (0) 8 9215 7888 | F +61 (0) 8 9215 7889 | E info@focusminerals.com.au | W focusminerals.com.au

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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 value-enhancing 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.

Focus Minerals Limited ACN 005 470 799 | ABN 56 005 470 799 | ASX: FML Level 2, 159 Adelaide Terrace, East Perth WA 6004 | PO Box 3233, East Perth WA 6892 T +61 (0) 8 9215 7888 | F +61 (0) 8 9215 7889 | E info@focusminerals.com.au | W focusminerals.com.au

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6 January 2022

The Directors Focus Minerals Limited Level 2 159 Adelaide Terrace East Perth WA 6004

• By email: wanghong.yang@sd gold.net

Dear Directors

Intentions regarding Theta Gold Mines Limited takeover offer

We refer to our previous letter dated 4 January 2021 to Focus Minerals Limited ( Focus ) in relation to the off-market takeover offer announced on 9 December 2021 by Theta Gold Mines Limited ( TGM ) of 2 TGM shares for each Focus share ( Offer ).

We confirm that:

• Shandong Gold International Mining Corporation Limited (a company incorporated in Hong Kong) ( Shandong Gold ) has reviewed TGM's Replacement Bidder's Statement released on the ASX on 4 January 2022; and

• Shandong Gold's previously stated intention that it does not support the Offer and does not intend to accept the Offer in its current form in respect of any of the Focus shares that Shandong Gold owns or controls, has not changed.

Shandong Gold consents to Focus including in any public statement relating to the Offer (including its target's statement) a reference to our intentions noted above.

Shandong Gold acknowledges that any public statement made in relation to our intentions set out above will be subject to the Australian Securities and Investments Commission's ( ASIC's ) Regulatory Guide 25: Takeovers: False and misleading statements ( RG25 ).

In providing this confirmation, Shandong Gold acknowledges that it is aware that RG25 has the effect that where a holder makes a statement of the nature of the above intentions and does not subsequently act in accordance with those intentions, the shareholder risks regulatory action by ASIC or an application to the Takeovers Panel for a declaration of 'unacceptable circumstances'.

Yours faithfully

EXECUTED AND DELIVERED AS A DEED by

Shandong Gold International Mining Corporation Limited

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Signature:

Name: Pei Dianfei Title: Chairman of Board of Directors