Focus Minerals : Release of Supplementary Target's Statement

Nicholas Ong Company Secretary Focus Minerals Ltd. Phone: [phone]

Email: [e-mail]

For further information please contact:

Peter Klinger

Director, Investor Relations Cannings Purple

Phone: [phone]

Email: [e-mail]

For media and investor enquiries please contact:

the Board of Focus Minerals Ltd.

The release of this ASX announcement was authorised by

Release of Supplementary Target's Statement

only10 February 2022

In accordance with section 647(3)(b) of the Corporations Act 2001 (Cth), Focus Minerals Limited (Focus) attaches its supplementary target's statement (Supplementary Target's Statement) in relation to the off- market takeover offer by Theta Gold Mines Limited (TGM), for certain of the fully paid ordinary shares of Focus1 (Offer).

The Supplementary Target's Statement supplements Focus' Target's Statement dated 28 January 2022 use(Target's Statement) and should be read together with that document. Despite the Offer recently being

declared unconditional, the Supplementary Target's Statement sets out the Focus Board's reasons for continuing to unanimously recommend that Focus shareholders REJECT the Offer.

The Supplementary Target's Statement has been sent to TGM and lodged with the Australian Securities and Investments Commission.

An electronic copy of the Target's Statement, the Supplementary Target's Statement and updates in relation to the Offer will be made available on Focus' website ( https://www.focusminerals.com.au/) and we encourage

personalshareholders to call the Focus Information Line on 1300 308 375 (for callers within Australia) or [phone] (for callers outside of Australia) Monday to Friday between 9.00am and 5.30pm (Perth time) to address any queries.

For

• 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.

onlyFocus is committed to delivering shareholder value from the Coolgardie Gold Project, a 138km2 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 362km2 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

useLaverton'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.

personalFor

2

For personal use only

Focus Minerals Limited ACN 005 470 799

SUPPLEMENTARY TARGET'S

STATEMENT

YOUR DIRECTORS CONTINUE TO UNANIMOUSLY

RECOMMEND THAT YOU

REJECT TGM'S OFFER

To REJECT TGM's Offer

DO NOTHING. IGNORE ALL DOCUMENTS FROM TGM.

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to how to deal with this document, please contact your legal, financial, taxation or other professional adviser. If you have any questions about the Offer or this document, please call the Focus Shareholder Information Line on 1300 308 375 (for callers within Australia) or [phone] (for callers outside of Australia) Monday to Friday between 9.00am and 5.30pm (Perth time)

Legal Adviser

Financial Adviser

For personal use only

1. Introduction

This is a supplementary target's statement (Supplementary Target's Statement) of Focus Minerals Limited ACN 005 470 799 (Focus) under section 644 of the Corporations Act 2001 (Cth) (Corporations Act).

This Supplementary Target's Statement relates to and supplements Focus' Target's Statement dated 28 January 2022 and should be read together with that document.

Unless the context otherwise requires, terms defined in the Target's Statement have the same meaning in this Supplementary Target's Statement. To the extent there is any inconsistency between the Target's Statement and this Supplementary Target's Statement, this Supplementary Target's Statement will prevail.

A copy of this Supplementary Target's Statement was lodged with ASIC and provided to ASX on 9 February 2022. Neither ASIC, ASX, nor any of their respective officers takes any responsibility as to the contents of this Supplementary Target's Statement.

This Supplementary Target Statement is an important document and requires your immediate attention. You should seek independent legal, financial, taxation or other professional advice before making a decision as to whether or not to accept the Offer.

If you have recently sold all of your Focus Offer Shares, please disregard this document.

2. Focus Directors continue to recommend that you REJECT the TGM Offer

On 3 February 2022, TGM declared its Offer unconditional. Despite this, your Directors reiterate their previous recommendation that Focus Shareholders should REJECT TGM's Offer.

There have been no changes to the Offer Consideration nor any new information provided by TGM that alters your Directors' previously communicated view that:

• the Offer Consideration, comprising only TGM Shares, is FUNDAMENTALLY UNATTRACTIVE;
• Focus has a STRONG PLATFORM and IS EXECUTING ON ITS STRATEGY by progressing initiatives to drive value creation;
• The Offer Consideration is INADEQUATE and DOES NOT appropriately reflect the underlying value of Focus' strategic asset portfolio; and
• despite the Offer now being unconditional, there may be ADVERSE TAX CONSEQUENCES if you accept the Offer.

3. TGM Offer Update

TGM's Offer has been open for acceptance by Focus Shareholders since 18 January 2022. However, since then TGM has not released a change in substantial holder notice. This indicates that less than 1% of Focus Shareholders have accepted TGM's Offer.

Under the terms of TGM's Offer, and taking into account Shandong Gold's publicly stated intention to reject the Offer in its current form, the maximum interest that TGM could theoretically acquire in Focus Shares under the Offer is up to 32.65%.

Having regard to the structure and terms of the TGM Offer and to Shandong Gold's stated intention not to accept the Offer in its current form, if you accept the Offer you will be substituting your current investment in Focus for an investment in TGM, a company with no prospect of acquiring control of Focus or its operations, and only a limited exposure to Focus' assets. As outlined in Focus' initial Target's Statement released to the ASX on 28 January 2022:

• TGM has a lower Mineral Resource and Ore Reserve inventory position than Focus;
• TGM is exposed to higher jurisdictional and business risks than Focus;
• TGM is in a weaker financial position than Focus;
• TGM will require additional funding to meet its short term financial commitments and substantial capital to fund any project development, and
• TGM Shares have recently provided lower liquidity than Focus Shares.

For personal use only

4. Focus' Operations

Focus management is implementing its plan to resume gold production at the Coolgardie project, as well as exploration and development work at Laverton.

Following the positive outcome of the Coolgardie Pre-Feasibility Study (PFS), Focus developed a resumption plan targeted at recommencing operations at Coolgardie in 2022. Focus' Resumption Plan contemplated a number of actions which have now been completed or are in the process of being completed, including a US$10m loan facility from a related entity of Shandong Gold and the Entitlement Offer, which successfully raised $25.50m as announced on 30 December 2021.

In April 2021, Focus released the progressive results of its Stage 1 Laverton PFS. The assessment delivered positive economic value and a resultant Stage 1 Ore Reserve Statement. Currently, Focus' strategy is to identify sufficient open pit Mineral Resources across the Laverton tenement package to refine its Stage 1 open pit PFS.

Significant drilling has been completed across Focus' projects for resource and exploration purposes, resulting in Focus more than doubling their Gold Ore Reserves since 31 December 2020. Focus' gold Ore Reserves and Mineral Resources are summarised in the table below:

		As reported in the FY20 Annual Report			As reported in the Target Statement
		(31 December 2020)			(22 January 2022)
Gold Ore Reserves		422koz		968koz
Gold Mineral Resources		6,133koz		6,235koz

In the quarter ended 31 December 2021, further exploration activities continued, resulting in updates to CNX (Coolgardie) and Beasley Creek (Laverton) Mineral Resource estimates, and the announcement of maiden Mineral Resources at Coolgardie's Green Light. Further Mineral Resources are under review at both sites and are expected to be finalised and reported during the March 2022 Quarter. Feasibility level work continued on Greenfields and CNX to develop the design of an open pit, waste rock dumps and related infrastructure.

During the quarter ended 31 December 2021, Focus pursued numerous operational initiatives to advance the development of Coolgardie, including:

• submitting the mine proposal for Greenfields Open Pit;
• advancing the engineering scope for mill refurbishment, with completion expected early in March 2022 Quarter;
• continuing planning work for the infrastructure required to support a return to operation at Three Mile Hill;
• advancing the initial engineering for alternate TSF options, and commissioning the engineering design work for the third lift of the existing TSF at Three Mile Hill;
• updating the haul road engineering scope and selecting a preferred contractor to commence design work; and
• continuing the optimisation of open pit mine designs and schedules to update the 2020 PFS result.

As at 31 December 2021, Focus has $27.25m in cash and cash equivalents (excluding restricted cash held as environmental security bonds), with access to an additional US$10m of non-dilutive debt funding under the 2021 Shandong Gold Loan Facility, which remains undrawn.