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Theta Gold Mines Limited (ASX:TGM) Dispatch Notice and Offers are Free from a Defeating Condition
Theta Gold Mines Limited (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

Bill Guy, Chairman 
Theta Gold Mines Limited
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





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