Focus Minerals : Release of Target's Statement in Response to TGM's Offer

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

Email: [e-mail]

Peter Klinger

Director, Investor Relations Cannings Purple

Phone: [phone]

Email: [e-mail]

For further information please contact:

For media and investor enquiries please contact:

the Board of Focus Minerals Ltd.

The release of this ASX announcement was authorised by

Release of Target's Statement in response to TGM's Offer

only28 January 2022

In accordance with Item 14 of section 633(1) of the Corporations Act 2001 (Cth), Focus Minerals Limited

(Focus) attaches its target's statement (Target's Statement) in response to the off-market takeover offer by Theta Gold Mines Limited (TGM), for certain of the fully paid ordinary shares of Focus1 (Offer).

The Target's Statement sets out the Focus Board's reasons for unanimously recommending that Focus shareholders REJECT the Offer and other information that is material to shareholders in assessing the Offer.

useThe Target's Statement has or will be sent to TGM and lodged with the Australian Securities and Investments Commission today.

As previously announced, the Target's Statement will be dispatched shortly to Focus shareholders by the following means:

• 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
• if you have not nominated an email address to receive communications from Focus, then you will receive a letter from Focus to your registered postal address, which will contain details of where you can access an electronic copy of the Target's Statement or how to request a hard copy of the Target's Statement.

personalAn electronic copy of the 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 shareholders 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

usefirst 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.

personalFor

2

For personal use only

Focus Minerals Limited ACN 005 470 799

TARGET'S STATEMENT

YOUR DIRECTORS 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

2

Contents

Contents	2
Key dates	1
Important notices	1
What do your Directors recommend?	4
Your Directors' key reasons to REJECT the Offer	4
Executive Chairman's letter	5
1.	Your Directors' evaluation of the Offer	7
2.	Focus' response to inaccurate or misleading statements by TGM in its Bidder's statement	17
3.	Frequently asked questions	22
4.	Your choices as a Focus Shareholder	27
5.	Information about the Offer and other important issues	29
6.	Profile of Focus	43
7.	Taxation consequences	52
8.	Additional information	57
9.	Glossary & interpretation	62
Corporate Directory	65

For personal use only

Key dates

		Offer announced		9 December 2021
		Bidder's Statement lodged with ASIC and provided to Focus		20 December 2021
		Replacement Bidder's Statement lodged with ASIC and provided to		4 January 2022
		Focus
		Offer Period commenced		18 January 2022
		Date of this Target's Statement		28 January 2022
		Offer Period closes (unless Offer is extended or withdrawn)		7pm (Sydney time),
			21 February 2022
Important notices

Target's Statement

This document is a Target's Statement dated 28 January 2022 and issued by Focus Minerals Limited (Focus) under Part 6.5 Division 3 of the Corporations Act. This Target's Statement sets out the Focus Board's formal response to the off-market takeover offer made by Theta Gold Mines Limited (TGM or Bidder), in its Bidder's Statement.

ASIC and ASX disclaimer

A copy of this Target's Statement was lodged with ASIC and ASX on 28 January 2022. Neither ASIC, ASX nor any of their respective officers takes any responsibility for the content of this Target's Statement.

TGM information in this Target's Statement

The information in this Target's Statement in relation to TGM has been prepared by Focus using publicly available information including the Bidder's Statement. Focus and its Directors are unable to verify the accuracy or completeness of that information. The information on TGM in this Target's Statement should not be considered comprehensive. Accordingly, to the maximum extent permitted by law, Focus does not make any representation or warranty, express or implied, as to the accuracy or completeness of that information.

Ore Reserves and Mineral Resources

The information in this Target's Statement that relates to Focus' Mineral Resources is extracted from Focus' ASX announcements1, available to view at www.asx.com.au, and was prepared in accordance with the guidelines of the JORC Code (2012). Focus confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and that all material assumptions and technical parameters underpinning the Mineral Resources estimates in the relevant market announcement continue to apply and have not materially changed. Focus confirms that the form and content in which the Competent Person's findings are presented have not been materially modified from the original market announcement.

• Focus 2020 Annual Report & ASX announcements - 'Resource Update for Big Blow and Happy Jack Deposits' dated 21 May 2021, 'Resource Update for Coolgardie's Alicia Gold Deposit' dated 20 July 2021, 'Beasley Creek gold deposit continues to grow' dated 8 November 2021, 'CNX Mineral Resource Update' dated 24 November 2021, 'Maiden 45,600oz Mineral Resource for Green Light' dated 6 December 2021 and 'Lancefield Far North Maiden Mineral Resource' dated 18 January 2022

1