FOCUS MINERALS LIMIT

FML
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Focus Minerals : Rights Issue Offer Booklet

12/02/2021 | 05:52pm

For personal use only

Offer Booklet

Non-renounceable entitlement offer of 1 new share for every 1 existing share at A$0.25 per new share to raise up to approximately A$45.7 million

The Entitlement Offer opens on Friday, 10 December 2021 and closes at 5.00pm (Perth time) on Thursday, 23 December 2021 (unless extended)

This Offer Booklet is an important document and requires your immediate attention. It should be read in its entirety and before you decide whether to participate in the Entitlement Offer. If you have any questions about any part of the Offer Booklet you should consult your professional adviser.

This Offer Booklet may not be released to US wire services or distributed in the United States.

For personal use only

Focus Minerals Limited ACN 005 470 799

Important information

4

Key offer terms

6

Chairman's letter

7

Entitlement Offer

8

1.

Details of the Entitlement Offer

8

1.1

The Entitlement Offer

8

1.2

Shandong Gold's participation in the Entitlement Offer

8

1.3

Purpose of the Entitlement Offer and Use of Funds

9

1.4

Top Up Offer

10

1.5

Residual Shortfall Shares

11

1.6

Underwriting

11

1.7

Issue of New Shares

11

1.8

ASX quotation

11

1.9

Application Money

12

1.10

Market prices for Shares on ASX

12

1.11

Foreign Shareholders

12

1.12

Nominees and custodians

12

1.13

Risks

13

1.14

Regular reporting and disclosure

13

1.15

Rights and liabilities attaching to New Shares

13

1.16

Disclaimer

13

1.17

Financial amounts

13

1.18

Privacy

13

1.19

Governing Law

14

2.

Required Actions

14

2.1

Eligible Shareholders

14

2.2

Payment

14

2.3

Applying for additional shares under Top Up Offer

15

2.4

Declining all or part of your Entitlement

15

2.5

Non-Eligible Foreign Shareholders

15

2.6

Warranties made on acceptance of Entitlement Offer

16

2.7

Refunds

17

2.8

Withdrawals

17

3.

Pro forma financial position

18

4.

Effect of the Entitlement Offer

20

4.1

Effect of the Entitlement Offer on capital structure

20

4.2

Financial effect of the Entitlement

20

4.3

Impact on control

20

4.4

Dilution

21

4.5

Directors and directors interests

22

5.

Risk Factors

23

5.1

Overview

23

5.2

Future Capital Needs and Additional Funding for the Project

23

5.3

Potential for Significant Dilution

23

5.4

Shandong Gold's participation in the Entitlement Offer

24

5.5

Controlling Shareholder

24

Offer Booklet

Page 2

5.6

Related Party Loans

5.7

Impact on fluctuations in foreign exchange rates on net assets

5.8

Liquidity risk post Entitlement Offer

5.9

Exploration and Development Risks

only

5.10

Mining Approvals

5.11

Coolgardie 2020 PFS and Other Studies

5.12

Resource and Reserve Estimates

5.13

Exploration and Mining Risk

5.14

Ability to Exploit Successful Discoveries

5.15

Title and Tenure Risk

5.16

Environmental Risk

5.17

Insurance

5.18

Commodity Price Volatility

use

5.19

Joint Venture Parties, Agents and Contractors

5.20

Competition

5.21

General investment risks

6.

Foreign jurisdictions

6.1

New Zealand

6.2

Hong Kong

6.3

United States

personalFor

7.

Taxation

8.

Information availability

Glossary

Corporate Directory

Offer Booklet

24

25

25

25

25

26

26

26

26

26

27

27

27

27

28

28

28

29

29

29

29

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31

33

Page 3

For personal use only

Important information

The information in this Offer Booklet is not a prospectus, product disclosure statement, disclosure document or other offering document under the Corporations Act (or any other law) and has not been lodged with ASIC.

The information in this Offer Booklet contains an offer of New Shares to Eligible Shareholders in Australia and New Zealand (and certain existing shareholders who are institutional or professional investors in any other jurisdictions as determined by Focus) and has been prepared in accordance with section 708AA of the Corporations Act as modified by ASIC Corporations (Non-TraditionalRights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73. Please refer to Section 1.1 of this Offer Booklet for Eligible Shareholder criteria.

Foreign Jurisdictions

This Offer Booklet does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the New Shares, or otherwise permit an offering of the New Shares to existing shareholders in any jurisdiction outside of Australia and New Zealand. This Offer Booklet and accompanying Entitlement and Acceptance Form may not be distributed outside Australia and New Zealand except as may be permitted under Section 1.12 and Section 6 of this Offer Booklet or as otherwise set out in this Offer Booklet.

New Zealand

The New Shares are not being offered to the public within New Zealand other than to existing Shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

This Offer Booklet has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This Offer Booklet is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

Hong Kong

WARNING: This Offer Booklet has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the SFO). Accordingly, this Offer Booklet may not be distributed, and the New Shares may not be offered or sold, in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this Offer Booklet have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the Entitlement Offer. If you are in doubt about any contents of this Offer Booklet, you should obtain independent professional advice.

United States

The New Shares have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

Offer Booklet

Page 4

For personal use only

Future performance and forward-looking statements

This Offer Booklet may contain certain forward looking statements. The words anticipate, believe, expect, project, forecast, estimate, likely, intend, should, could, may, target, plan, consider, foresee, aim, will and other similar expressions are intended to identify forward looking statements. Indications of, and guidance on, future activities, financial position and performance of the Company and Shares are also forward looking statements. Such forward looking statements are based on an assessment of present economic and operating conditions and a number of assumptions regarding future events and actions that, as at the date of this Offer Booklet are expected to take place and are provided as a general guide only. The Company cannot and does not give any assurance that the activities, results, performance or achievements expressed or implied by such statements will actually occur. Any such activity, result, performance or achievement involves known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and which are based on change without notice, and could cause such activities, results, performances or achievements to differ materially from those expressed or anticipated in such statements. Shareholders are cautioned not to place undue reliance on these forward looking statements.

No Investment advice

This Offer Booklet is not financial product or investment advice nor a recommendation to acquire New Shares and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek legal, taxation and financial advice appropriate to their jurisdiction and circumstances.

The Company is not licensed to provide financial product advice in respect of New Shares or any other financial products. No cooling off period applies to the acquisition of the New Shares.

Risks

An investment in New Shares is subject to investment and other known and unknown risks, uncertainties and assumptions, many of which are beyond the control of the Company and the Board, including the risks described in section 5 of this Offer Booklet, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by any forward looking statements in this Offer Booklet. Neither the Company, its officers, employees, agents, associates and advisers, nor any other person warrants or guarantees the future performance of the New Shares or any particular rate of return or the performance of the Company, nor does it guarantee the repayment of capital from the Company or any particular taxation treatment. In considering an investment in New Shares, investors should have regard to (among other things) the risks and disclaimers outlined in this Offer Booklet.

Past performance

Past performance information given in this Offer Booklet is provided for illustrative purposes only and should not be relied on as (and is not) an indication of future performance. The historical information in this Offer Booklet is, or is based on, information that has been released to the market. For further information, please see past announcements released to ASX.

No representations

This Offer Booklet has been prepared by the Company. No person is authorised to give information or to make any representation in connection with this Offer Booklet which is not contained in the Offer Booklet. Any information or representation not so contained may not be relied upon.

New Shares quoted on a deferred settlement basis

New Shares will be quoted on a deferred settlement from market open on Friday, 24 December 2021 and issued on or about Friday, 31 December 2021. It is the responsibility of Eligible Shareholders to determine their allocation prior to trading in New Shares. The Company recommends that Shareholders should only sell up to the amount of New Shares applied for under their Entitlement and not trade any Additional New Shares applied for under the Top Up Offer as there is no assurance as to the level of allocations under the Top Up Offer. Shareholders who sell New Shares before they receive confirmation of their allotment will do so at their own risk.

Offer Booklet

Page 5

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Focus Minerals Ltd. published this content on 02 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 December 2021 22:51:04 UTC.

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