FOCUS MINERALS LTD — Major Shareholding Notification 2022

Mar 1, 2022

604 Page 1 of 3 15 July 2001

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Focus Minerals Limited (ASX:FML) (Focus) ACN/ARSN 005 470 799

1. Details of substantial holder (1)

Theta Gold Mines Limited (ASX:TGM) (TGM) and its associated entities(being Theta Gold SA (Pty) Ltd, Transvaal Gold Mines Name Estates Limited, Sabie Mines (Proprietary) Limited, Vanaxe Share Block Pty Ltd, TGME Exploration Company 1 (Pty) Ltd and TGME Exploration Company 2 (Pty) Ltd) (together, the TGM Group) 131 758 177

ACN/ARSN (if applicable)

There was a change in the interests of the substantial holder on 01 / 03 / 2022 The previous notice was given to the company on 21 / 12 / 2021 The previous notice was dated 21 / 12 / 2021

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

mpany or scheme, are as follows:
Class of securities (4)	Previous notice		Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
Ordinary fully paid	1,842,436	1.01% (based on 182,748,565 shares on issue)	6,343,699	2.21% (based on 286,558,645 shares on issue)

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
TGM	Acquisition of relevant interests in Focus arising by virtue of acceptances of takeover offer made by TGM. The terms of the offer are set out in TGM's Replacement Bidder's Statement dated 4	The Offer Consideration as set out in the RBS	3,157,868 ordinary shares	3,157,868

604 Page 2 of 3 15 July 2001

		January 2022 (as varied from time to time) (RBS)
31 December 2021	TGM	Pursant to Focus Minerals Limited Entitlement Offer dated 3 December 2021	$335,848.75 (1,343,395 shares at $0.25 per share)	1,343,395 ordinary shares	1,343,395

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
TGM	TGM	TGM	Relevant interest arising by virtue of Section 608(1)(a) of the Corporations Act 2001 (Cth), being a relevant interest arising as a result of TGM being the registered holder of these securities	3,185,831 ordinary shares	3,185,831
TGM	Various Focus shareholders who have accepted TGM's takeover offer	TGM	Relevant interest under sections 608(1) and/or 608(8) of the Corporations Act 2001 (Cth) as applicable with respect to acceptances under TGM's takeover offer. The securities that are the subject of these acceptances will be transferred into the name of TGM	3,157,868 ordinary shares	3,157,868

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association

604 Page 3 of 3 15 July 2001

N/A

N/A

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Each member of the TGM Group	Suite 80, Level 35 (Servcorp), International Tower One, 100 Barangaroo Avenue, Barangaroo, Sydney, NSW 2000.

Signature

print name Brent Hofman capacity Company Secretary sign here date 02 / 03 / 2022

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.