Theta Gold Mines Limited: Bidder Statement for Focus Minerals Ltd

Sydney, Australia - Theta Gold Mines Ltd. (ASX:TGM) (FRA:3LM) (OTCMKTS:TGMGF) refers to its ASX announcement of 9 December 2021. In relation to TGM's off-market takeover bid for Focus Minerals Limited (ASX:FML) (Focus) (Offer), and in accordance with item 5 of section 633(1) of the Corporations Act 2001 (Cth) (Corporations Act), TGM attaches a copy of its bidder's statement (Bidder's Statement).

The Bidder's Statement has been lodged with the Australian Securities and Investments Commission (ASIC) and sent to Focus today.

TGM's Offer to Focus shareholders is 2 TGM shares for every 1 Focus share on issue as at 21 December 2021. Further details of the Offer and the implications for Focus shareholders (including the conditions to the Offer) are set out in the Bidder's Statement.

TGM anticipates sending the Bidder's Statement to Focus shareholders shortly and in accordance with the Corporations Act timetable.

In accordance with section 633(4) of the Corporations Act TGM advises that it has specified 21 December 2021 at 7.00pm (Sydney time) as the date for the purposes of determining the persons to whom information must be sent under items 6 and 12 of section 633(1) of the Corporations Act.

About Theta Gold Mines Limited:

Theta Gold Mines Ltd. (ASX:TGM) (OTCMKTS:TGMGF) is a gold development company that holds a range of prospective gold assets in a world-renowned South African gold mining region. These assets include several surface and near-surface high-grade gold projects which provide cost advantages relative to other gold producers in the region.

Theta Gold Mines core project is located next to the historical gold mining town of Pilgrim's Rest, in Mpumalanga Province, some 370km northeast of Johannesburg by road or 95km north of Nelspruit (Capital City of Mpumalanga Province). Following small scale production from 2011-2015, the Company is currently focussing on the construction of a new gold processing plant within its approved footprint at the TGME plant, and for the processing of the Theta Open Pit oxide gold ore. Nearby surface and underground mines and prospects are expected to be further evaluated in the future.

The Company aims to build a solid production platform to over 100Kozpa based primarily around shallow, open-cut or adit-entry hard rock mining sources. Theta Gold Mines has access to over 43 historical mines and prospect areas that can be accessed and explored, with over 6.7Moz of historical production recorded.

Source:
Theta Gold Mines Ltd.

Contact:

Bill Guy, Chairman Theta Gold Mines Ltd. T: + 61 2 8046 7584 E: billg@thetagoldmines.com Investor Relations Australia: Ben Jarvis Six Degrees Investor Relations T: +61 (0) 431 271 538 United States: Michael Porter Porter, LeVay & Rose Inc T: +1 212 564 4700 E: theta@plrinvest.com