Theta Gold Mines Limited: Dispatch Notice and Offers are Free from a Defeating Condition

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 (ASX:FML)(ACN 005 470 799) as at the Register Date stated in the Replacement Bidder's Statement. TGM also refers to its announcement of 18 January 2022 confirming that it had commenced the dispatch of its Replacement Bidder's Statement and offers.


Completion of dispatch

TGM is pleased to advise that it has now completed dispatch of the Replacement Bidder's Statement and offers, as required by subsection 633(1) item 6 of the Corporations Act 2001 (Cth). The Replacement Bidder's Statement was accompanied by a copy of TGM's second supplementary bidder's statement dated 18 January 2022.

For the purposes of subsection 633(1) item 8 of the Corporations Act 2001 (Cth), a notice confirming dispatch of the Replacement Bidder's Statement and offers in relation to the takeover bid is attached.

Notice that offers are free from the Focus Entitlement Offer condition

As originally announced, TGM's offer was subject to a condition that Focus not proceed with the Focus Entitlement Offer. In the Replacement Bidder's Statement, TGM advised that (given that the Focus Entitlement Offer closed on 23 December 2021) it would formally waive this condition so as to permit its takeover offer to proceed. This is explained in further detail in the Replacement Bidder's Statement.

In accordance with section 650F of the Corporations Act 2001 (Cth), we now attach a notice declaring that the takeover offers have been freed from the defeating condition set out in paragraph (a) of Appendix 2 (Focus Entitlement Offer does not proceed) of the Replacement Bidder's Statement.

To view the Notice of Dispatch, please visit:
https://abnnewswire.net/lnk/GSU137SK


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