Theta Gold Mines Limited: Commencement of Dispatch of Replacement Bidder's Statement and Offers

Sydney, Australia - Theta Gold Mines Ltd. (ASX:TGM) (FRA:3LM) (OTCMKTS:TGMGF) refers to its replacement bidder's statement dated 4 January 2022 (Replacement Bidder's Statement) and offers in relation to its off-market takeover bid for all of the shares in Focus Minerals Ltd (ACN 005 470 799) as at the Register Date stated in the Replacement Bidder's Statement.

TGM is pleased to advise that it has commenced dispatch of the Replacement Bidder's Statement and offers (for all of the shares in Focus Minerals Ltd as at the Register Date stated in the Replacement Bidder's Statement). The Replacement Bidder's Statement is accompanied by a copy of TGM's second supplementary bidder's statement dated 18 January 2022.

TGM's offer is dated 18 January 2022 and is scheduled to close at 7.00pm (Sydney Time) on 21 February 2022 (unless extended or withdrawn).

Copies of the Replacement Bidder's Statement and second supplementary bidder's statement (as sent) are attached in link below, including for the purposes of paragraph 5 of ASIC Class Order [CO 13/521].

*To view the replacement Bidder's Statement, please visit:
https://abnnewswire.net/lnk/ZRU9H1SG

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