Announcement PDF 28 January 2022 Release of Target's Statement in response to TGM's Offer In accordance with Item 14 of section 633(1) of the Corporations Act 2001 (Cth), Focus Minerals Limited (Focus) attaches its target's statement (Target's Statement) in response to the off-market takeover offer by Theta Gold Mines Limited (TGM), for certain of the fully paid ordinary shares of Focus1 (Offer). The Target's Statement sets out the Focus Board's reasons for unanimously recommending that Focus shareholders REJECT the Offer and other information that is material to shareholders in assessing the Offer. The Target's Statement has or will be sent to TGM and lodged with the Australian Securities and Investments Commission today. As previously announced, the Target's Statement will be dispatched shortly to Focus shareholders by the following means: x if you have nominated an email address to receive communications from Focus, then you will receive an email to your nominated email address with a link to an electronic copy of the Target's Statement; and x if you have not nominated an email address to receive communications from Focus, then you will receive a letter from Focus to your registered postal address, which will contain details of where you can access an electronic copy of the Target's Statement or how to request a hard copy of the Target's Statement. An electronic copy of the Target's Statement and updates in relation to the Offer will be made available on Focus' website ( https://www.focusminerals.com.au/) and we encourage shareholders to call the Focus Information Line on 1300 308 375 (for callers within Australia) or +61 8 6314 6300 (for callers outside of Australia) Monday to Friday between 9.00am and 5.30pm (Perth time) to address any queries. The release of this ASX announcement was authorised by the Board of Focus Minerals Ltd. For further information please contact: For media and investor enquiries please contact: Nicholas Ong Company Secretary Focus Minerals Ltd. Phone: +61 8 9215 7888 Email: info@focusminerals.com.au Peter Klinger Director, Investor Relations Cannings Purple Phone: +61 411 251 540 Email: pklinger@canningspurple.com.au 1 TGM's Offer applies only to those Focus shares that existed as at 21 December 2021, and therefore does not relate to the 103,810,080 new Focus shares that were issued on 31 December 2021 pursuant to Focus' recently completed non-renounceable entitlement offer. About Focus Minerals Limited (ASX: FML) Focus Minerals is a Perth-based, ASX-listed gold exploration company focused on delivering shareholder value from its 100%-owned Coolgardie Gold Project and Laverton Gold Project, in Western Australia’s Goldfields. Focus is committed to delivering shareholder value from the Coolgardie Gold Project, a 138km2 tenement holding that includes the 1.4Mtpa processing plant at Three Mile Hill (on care and maintenance), by continuing exploration and valueenhancing activities. An updated PFS in September 2020 highlighted the potential for a low capital cost, fast-tracked return to mining at Coolgardie and delivered an NPV7.5% of $183 million. The Company’s efforts are now focused on increasing production-ready Mineral Resources at Coolgardie and delivering the approvals and permits required for a resumption of gold-mining operations. The Laverton Gold Project covers 362km 2 area of highly prospective ground that includes the historic Lancefield and Chatterbox Trend mines. Focus’ priority target is to confirm sufficient gold mineralisation at the Beasley Shear Zone, Lancefield-Wedge Thrust, Karridale and Burtville to support a Stage 1 production restart at Laverton. In parallel, Focus is working to advance key Laverton resource growth targets including Sickle, Ida-H and Burtville South. Focus has delivered first results from a progressive Pre-Feasibility Study (Pre-Tax NPV5.0% A $132M) and is advancing study work utilising Laverton’s expanded Mineral Resource position. ASX Listing Rule 5.19.2 Focus confirms that all material assumptions underpinning the production target or the forecast financial information derived from the Coolgardie 2020 PFS announced in September 2020 continue to apply and have not materially changed. 2 Focus Minerals Limited ACN 005 470 799 TARGET’S STATEMENT YOUR DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU REJECT TGM’S OFFER To REJECT TGM's Offer DO NOTHING. IGNORE ALL DOCUMENTS FROM TGM. THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to how to deal with this document, please contact your legal, financial, taxation or other professional adviser. If you have any questions about the Offer or this document, please call the Focus Shareholder Information Line on 1300 308 375 (for callers within Australia) or +61 8 6314 6300 (for callers outside of Australia) Monday to Friday between 9.00am and 5.30pm (Perth time) Legal Adviser Financial Adviser 2 Contents Contents 2 Key dates 1 Important notices 1 What do your Directors recommend? 4 Your Directors’ key reasons to REJECT the Offer 4 Executive Chairman’s letter 5 1. 2. 3. 4. 5. 6. 7. 8. 9. 7 17 22 27 29 43 52 57 62 Your Directors’ evaluation of the Offer Focus' response to inaccurate or misleading statements by TGM in its Bidder’s statement Frequently asked questions Your choices as a Focus Shareholder Information about the Offer and other important issues Profile of Focus Taxation consequences Additional information Glossary & interpretation Corporate Directory 65 Key dates Offer announced 9 December 2021 Bidder's Statement lodged with ASIC and provided to Focus 20 December 2021 Replacement Bidder's Statement lodged with ASIC and provided to Focus 4 January 2022 Offer Period commenced 18 January 2022 Date of this Target’s Statement 28 January 2022 Offer Period closes (unless Offer is extended or withdrawn) 7pm (Sydney time), 21 February 2022 Important notices Target’s Statement This document is a Target’s Statement dated 28 January 2022 and issued by Focus Minerals Limited (Focus) under Part 6.5 Division 3 of the Corporations Act. This Target’s Statement sets out the Focus Board’s formal response to the off-market takeover offer made by Theta Gold Mines Limited (TGM or Bidder), in its Bidder’s Statement. ASIC and ASX disclaimer A copy of this Target’s Statement was lodged with ASIC and ASX on 28 January 2022. Neither ASIC, ASX nor any of their respective officers takes any responsibility for the content of this Target’s Statement. TGM information in this Target’s Statement The information in this Target’s Statement in relation to TGM has been prepared by Focus using publicly available information including the Bidder’s Statement. Focus and its Directors are unable to verify the accuracy or completeness of that information. The information on TGM in this Target’s Statement should not be considered comprehensive. Accordingly, to the maximum extent permitted by law, Focus does not make any representation or warranty, express or implied, as to the accuracy or completeness of that information. Ore Reserves and Mineral Resources The information in this Target's Statement that relates to Focus' Mineral Resources is extracted from Focus' ASX announcements1, available to view at www.asx.com.au, and was prepared in accordance with the guidelines of the JORC Code (2012). Focus confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and that all material assumptions and technical parameters underpinning the Mineral Resources estimates in the relevant market announcement continue to apply and have not materially changed. Focus confirms that the form and content in which the Competent Person’s findings are presented have not been materially modified from the original market announcement. 1 Focus 2020 Annual Report & ASX announcements – ‘Resource Update for Big Blow and Happy Jack Deposits’ dated 21 May 2021, ‘Resource Update for Coolgardie's Alicia Gold Deposit’ dated 20 July 2021, ‘Beasley Creek gold deposit continues to grow’ dated 8 November 2021, ‘CNX Mineral Resource Update’ dated 24 November 2021, ‘Maiden 45,600oz Mineral Resource for Green Light’ dated 6 December 2021 and 'Lancefield Far North Maiden Mineral Resource’ dated 18 January 2022 1 The information in this announcement that relates to Focus' Ore Reserves is extracted from Focus' ASX announcements2, available to view at www.asx.com.au, and was prepared in accordance with the guidelines of the JORC Code (2012). Focus confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and that all material assumptions and technical parameters underpinning the Ore Reserve estimates in the relevant market announcement continue to apply and have not materially changed. Focus confirms that the form and content in which the Competent Person’s findings are presented have not been materially modified from the original market announcement. Production Targets and Forecast Financial Information The information in this Target's Statement that relates to Focus' production targets and forecast financial information is extracted from Focus' ASX announcements dated 22 September 2022 (‘Outstanding Coolgardie PFS Results’) and 16 April 2021 (‘Updated Laverton Stage 1 Open Pit PFS Progressive Results’), available to view at www.asx.com.au. Focus confirms that all material assumptions underpinning the production target and forecast financial information derived from the production target set out in those Focus ASX announcements, continue to apply and have not materially changed. Foreign jurisdictions The release, publication or distribution of this Target’s Statement in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations. This Target’s Statement has been prepared in accordance with Australian law and the information contained in this Target’s Statement may not be the same as that which would have been disclosed if this Target’s Statement had been prepared in accordance with the laws and regulations outside Australia. Effect of rounding A number of figures, amounts, percentages, prices, estimates, calculations of value and fractions in this Target’s Statement are subject to the effect of rounding. Accordingly, their actual calculations may differ from the calculations set out in this Target’s Statement. Charts, maps and diagrams Any diagrams, charts, maps, graphs or tables appearing in this Target’s Statement are illustrative only and may not be drawn to scale. Unless stated otherwise, all data contained in diagrams, charts, maps, graphs and tables is based on information available at the date immediately prior to the date of this Target’s Statement. No account of personal circumstances This Target’s Statement does not take into account your individual investment objectives, financial situation or particular needs. It does not contain personal advice. Focus is not licensed to provide financial product advice in relation to Focus Shares, TGM Shares or any other financial products. This Target’s Statement should not be relied on as the sole basis for any investment decision in relation to Focus Shares, TGM Shares or the Offer generally. The Directors encourage you to obtain independent legal, financial, taxation or other professional advice before deciding whether or not to accept the Offer. Forward-looking statements Some statements in this Target’s Statement are in the nature of forward-looking statements. You should be aware that these statements are predictions only and subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to Focus as well as general economic conditions and 2 Focus 2020 Annual Report & ASX announcements – ‘Resource Update for Big Blow and Happy Jack Deposits’ dated 21 May 2021, ‘Resource Update for Coolgardie's Alicia Gold Deposit’ dated 20 July 2021, ‘Beasley Creek gold deposit continues to grow’ dated 8 November 2021, ‘CNX Mineral Resource Update’ dated 24 November 2021, ‘Maiden 45,600oz Mineral Resource for Green Light’ dated 6 December 2021 and 'Lancefield Far North Maiden Mineral Resource’ dated 18 January 2022 2 conditions in the financial markets, exchange rates, interest rates and the regulatory environment, many of which are outside the control of Focus and its Directors. Actual events or results may differ materially from the events or results expressed or implied in any forward-looking statement. None of Focus (nor any of its officers and employees) or any person named in this Target’s Statement with their consent or anyone involved in the preparation of this Target’s Statement makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward-looking statement or any events or results expressed or implied in any forward-looking statement, except to the extent required by law. You are cautioned not to place undue reliance on those statements. The forward-looking statements in this Target’s Statement reflect views held only as at the date of this Target’s Statement. Focus has no obligation to disseminate any updates or revisions to any statements to reflect any change in expectations in relation to those statements or any change in events, conditions or circumstances on which any of those statements are based unless it is required to do so under Division 4 of Part 6.5 of the Corporations Act to update or correct this Target’s Statement (i.e. for certain matters that are material from the point of view of a Shareholder) or under its continuous disclosure obligations under the Corporations Act and the ASX Listing Rules. Privacy Focus has collected your information from the Focus share registry for the purpose of providing you with this Target’s Statement. The type of information Focus has collected about you includes your name, contact details and information on your Focus shareholding. The Corporations Act requires the name and address of Shareholders to be held in a public register. Your information may be disclosed on a confidential basis to Focus, Focus' related bodies corporate and external service providers (such as Focus' share registry, print and mail service providers and shareholder communication and engagement firms). Shareholder enquiries Focus has established a Shareholder Information Line, which Focus Shareholders may call if they have any queries in relation to the Offer. The telephone number for the Shareholder Information Line is 1300 308 375 (for callers within Australia) or +61 8 6314 6300 (for callers outside of Australia). The Shareholder Information Line is available Monday to Friday between 9.00am and 5.30pm (Perth time). Defined terms Certain terms used in this Target’s Statement have defined meanings, as set out in Section 9 of this Target’s Statement. No internet site is part of this Target’s Statement No internet site is part of this Target’s Statement. Focus (www.focusminerals.com.au) and TGM (https://thetagoldmines.com) each maintains internet sites. Any references in this Target’s Statement to these or other internet sites are textual references only and the information contained on the sites does not form part of this Target’s Statement. 3 What do your Directors recommend? Your Directors unanimously recommend that you REJECT the Offer BY TAKING NO ACTION. Ignore all documents sent to you by TGM 2 Your Directors’ key reasons to REJECT the Offer 1. The Offer Consideration, comprising only TGM Shares, is FUNDAMENTALLY UNATTRACTIVE x x x x x x 2. Focus has a STRONG PLATFORM and IS EXECUTING ON ITS STRATEGY by progressing initiatives to drive value creation x x x 3. Focus has recently established a clear plan to resume mining operations at the Coolgardie Gold Project Focus has made additional management and Board appointments to support its Resumption Plan Focus has recently raised substantial funding to pursue its Resumption Plan The Offer is INADEQUATE and DOES NOT appropriately reflect the underlying value of Focus' strategic asset portfolio x x 4. TGM has a LOWER Mineral Resource and Ore Reserve Inventory position compared to Focus TGM is exposed to HIGHER jurisdictional and business risks TGM is in a WEAKER financial position than Focus TGM will require ADDITIONAL FUNDING to meet its short term financial commitments and SUBSTANTIAL CAPITAL to fund any project development TGM Shareholders may be FURTHER DILUTED by the exercise of options and vesting of performance rights TGM Shares have recently provided LOWER LIQUIDITY than Focus Shares The Offer materially undervalues the assets of Focus The Offer provides a NEGLIGIBLE PREMIUM to recent market prices of your Focus Offer Shares The terms and conditions of the Offer result in further MATERIAL RISKS for any accepting Focus Shareholders x x x The Offer is NOT A CREDIBLE attempt to acquire Focus outright or merge with TGM The Offer remains HIGHLY CONDITIONAL There may be ADVERSE TAX CONSEQUENCES if you accept the Offer The full basis for your Directors’ unanimous recommendation to REJECT the Offer is set out in Section 1.2. 4 Executive Chairman’s letter 28 January 2022 Dear Focus Shareholder, REJECT TGM's Offer for your Focus Offer Shares – ignore any documents sent to you by TGM You will have recently received from Theta Gold Mines Limited (TGM) its unsolicited offer (Offer) to acquire certain of your Focus Minerals Limited (Focus) Shares3. TGM is offering 2 TGM Shares for every Focus Offer Share that you hold (Offer Consideration). This document is our Target’s Statement, which sets out the unanimous recommendation of your Directors to REJECT TGM’s unsolicited Offer as well as the reasons for that recommendation. To REJECT the Offer, simply ignore all documents from TGM and do nothing. Section 1 sets out in detail the reasons for your Directors’ unanimous recommendation to REJECT TGM’s unsolicited Offer and retain your Focus Offer Shares. Shandong Gold (which holds approximately 63.18% of Focus’ Shares) has publicly stated that it intends to REJECT TGM’s unsolicited Offer in its current form. Your Directors note that TGM has opportunistically made its Offer shortly following the announcement of Focus' Resumption Plan and its Entitlement Offer. Your Directors believe that the Offer represents an opportunistic attempt to secure benefits for TGM but not Focus Shareholders. Importantly, since TGM announced its Offer, Focus has completed its Entitlement Offer and raised approximately $25.5m of equity and has an additional $US10.0 million of committed unsecured debt available to it. Your Directors believe that you are an owner of a gold exploration company with substantial funding now in place and an attractive outlook as an independent company, including near-term development opportunities. Your Directors believe that there are four key reasons why you should REJECT TGM's Offer: 1. The Offer Consideration, comprising only TGM Shares, is FUNDAMENTALLY UNATTRACTIVE. 2. Focus has a STRONG PLATFORM and IS EXECUTING ON ITS STRATEGY by progressing initiatives to drive value creation. 3. The Offer is INADEQUATE and DOES NOT appropriately reflect the underlying value of Focus' strategic asset portfolio. 4. The terms and conditions of the Offer result in further MATERIAL RISKS for any accepting Focus shareholders. You should read this Target’s Statement in its entirety and carefully consider the Offer, having regard to your own personal risk profile, investment strategy and tax position. You may also wish to seek 3 Being, those Focus Shares on issue as at 21 December 2021 (therefore excluding any Focus Shares issued pursuant to Focus' recently completed Entitlement Offer). 5 independent legal, financial, taxation or other professional advice in relation to your overall assessment of the Offer. Focus will continue to keep you updated on all material developments relating to the unsolicited Offer. All company announcements are available on our website, www.focusminerals.com.au. If you have any questions in relation to this Target’s Statement or your shareholding in Focus, please call the Shareholder Information Line on 1300 308 375 (for callers within Australia) or +61 8 6314 6300 (for callers outside of Australia) Monday to Friday between 9.00am and 5.30pm (Perth time). Yours sincerely, Wanghong Yang Executive Chairman Focus Minerals Limited 6 1. Your Directors’ evaluation of the Offer 1.1 Recommendation and intentions As at the date of this Target's Statement, the Directors of Focus and their respective interests in Focus Shares are set out in the table below: Focus Shares in which Director otherwise has a relevant interest Material personal interests of Director Name Position Mr Wanghong Yang Executive Chairman Nil Nil Mr Zhaoya Wang Executive Director (CEO) Nil Nil Mr Lingquan Kong Executive Director Nil Nil Mr Gerry Fahey Non-Executive Director 25,640 (of which 12,820 are Focus Offer Shares) Nil Mr Richard O'Shannassy Non-Executive Director Nil Nil A biography of each Director is set out at Section 6.2. Each of Mr Yang, Mr Wang and Mr Kong are nominee Directors of Shandong Gold. However, the Focus Board unanimously considers that this does not preclude them from making a recommendation to Focus Shareholders in relation to the Offer. Please refer to item 8 of the table in Section 2 for further information. Your Directors unanimously recommend that you REJECT the Offer for the key reasons set out in Section 1.2 of this Target’s Statement. As at the date of this Target's Statement, Mr Gerry Fahey intends to REJECT the Offer in respect of all Focus Offer Shares held by or on behalf of him or in which he otherwise has a relevant interest. Mr Gerry Fahey holds 25,640 Focus Shares4 representing approximately 0.01% of all Focus Shares on issue as at the date of this Target's Statement (however, only 12,820 of these Focus Shares are Focus Offer Shares). As at the date of this Target's Statement, Shandong Gold, which holds 181,039,908 Focus Shares (being 63.18% of all Focus Shares on issue as at the date of this Target's Statement), has publicly stated that its current intention is to REJECT the Offer in its current form. In evaluating the Offer, your Directors encourage you to: read the whole of this Target’s Statement and the Bidder’s Statement; have regard to your individual risk profile, portfolio strategy, tax position and financial circumstances; ƒ consider the choices available to you and ensure you understand the consequences of those choices, as outlined in Section 4 of this Target’s Statement; ƒ carefully consider Section 1.2 (Reasons why you should REJECT the Offer) and Section 5 (Information about the Offer and other important issues) of this Target’s Statement; and ƒ seek independent financial, legal, taxation or other professional advice if you are in any doubt as to what you should do in response to the Offer. ƒ ƒ 4 These Focus Shares are held by Mr Fahey's spouse 7 Your Directors will keep you informed of any material developments relating to the Offer. 1.2 Reasons why you should REJECT the Offer 1. The Offer Consideration, comprising only TGM Shares, is FUNDAMENTALLY UNATTRACTIVE As the Offer Consideration is entirely TGM Shares, it is critical to consider TGM's prospects on a standalone basis. This is particularly important considering that there is no prospect that TGM will acquire control of Focus under the current Offer in light of Shandong Gold's publicly expressed intention to reject the Offer in its current form. As a result, Focus Shareholders who accept the Offer will become shareholders of TGM as a stand-alone entity, being entirely exposed to TGM's assets while only retaining an indirect minority exposure to Focus' assets. Your Directors unanimously believe the Offer Consideration is fundamentally unattractive for the following reasons taken as a whole. (a) TGM has a LOWER Mineral Resource and Ore Reserve Inventory position compared to Focus Transvaal, TGM’s flagship project, comprises 579koz of gold Ore Reserves and 6,105koz of gold Mineral Resources5. These Mineral Resource and Ore Reserve figures are represented by TGM on a 100% whole of project basis. Focus notes that TGM only holds a 74.00% interest in the project, resulting in materially less attributed gold Ore Reserves of 429koz and materially less attributed gold Minerals Resources of 4,518koz. The remaining 26.00% interest in the project is held by Black Economic Empowerment entities as part of South Africa’s ESG initiatives. By comparison, Focus currently controls two 100%-owned exploration and development projects in two of Australia’s largest goldfields; the Laverton Gold Project and Coolgardie Gold Project. Across these two projects, Focus maintains 968koz of gold Ore Reserves and 6,235koz of gold Mineral Resources6. A comparison of the gold Ore Reserves and Mineral Resources of Focus and TGM is summarised in the table below, noting your Directors' view that an objectively appropriate comparison of the gold Ore Reserves and Mineral Resources of Focus and TGM should be undertaken on the basis of attributable resources (which in the case of TGM is 74.00% of the whole of its relevant projects). Focus (attributable Reserves and Resources) TGM (attributable Reserves and Resources) Gold Ore Reserves 968koz 429koz Gold Mineral Resources 6,235koz 4,518koz (b) TGM is exposed to HIGHER jurisdictional and business risks Transvaal is located in the Mpumalanga Province of South Africa. It is exposed to significant political, social, economic and other uncertainties including, but not limited to, changes in policies 5 TGM ASX announcement titled ‘Quarterly Activities Report (revised)’ dated 4 November 2021 Focus 2020 Annual Report & ASX announcements – ‘Resource Update for Big Blow and Happy Jack Deposits’ dated 21 May 2021, ‘Resource Update for Coolgardie's Alicia Gold Deposit’ dated 20 July 2021, ‘Beasley Creek gold deposit continues to grow’ dated 8 November 2021, ‘CNX Mineral Resource Update’ dated 24 November 2021, ‘Maiden 45,600oz Mineral Resource for Green Light’ dated 6 December 2021 and 'Lancefield Far North Maiden Mineral Resource’ dated 18 January 2022 6 8 or the personnel administering them, foreign exchange restrictions, changes of law affecting foreign ownership and currency fluctuations. Ongoing political unrest in South Africa has created hesitation by some investors to pursue mining operations within that country. Notably, the imprisonment of resigned South African president Jacob Zuma in July 2021 caused widespread violence across the country. Resource nationalism also poses considerable risk, and with an unpredictable regulatory landscape, community relationships becoming increasingly challenging, and state-run infrastructure assets underperforming, there are significant risks in the ability to reliably maintain operations. South Africa remains one of the lowest mining jurisdictions in investment attractiveness, ranking 60 out of 77 in the Fraser Institute’s annual survey of mining companies 2020. In contrast, Focus' assets are all located in Australia, which is widely considered one of the world’s premier mining investment jurisdictions. Western Australia is ranked 4th for investment attractiveness in Fraser Institute’s annual survey of mining companies 2020, the 5th year in a row it has been rated within the top 5 mining jurisdictions. Exposure to Western Australia’s tier one jurisdiction provides access to reliable infrastructure and mining support, posing limited country and other business risks. The following table shows the comparative rankings of Western Australia and South Africa for investment attractiveness over the last 5 years as profiled in the Fraser Institute’s annual survey of mining companies 2020. Rank (out of number of jurisdictions assessed) 2020 2019 2018 2017 2016 Western Australia 4/77 1/76 2/83 5/91 3/104 South Africa 60/77 40/76 43/83 48/91 74/104 Source: ‘Survey of Mining Companies 2020’, Fraser Institute, 23 February 2021 (https://www.fraserinstitute.org/sites/default/files/annual-survey-of-mining-companies-2020.pdf). Accepting the Offer will expose Focus shareholders to the high risks associated with TGM’s South African assets while diluting their exposure to Focus’ mining assets in a lower-risk jurisdiction. Your Directors believe that diversification to a high-risk mining jurisdiction such as South Africa is illogical for Focus Shareholders. Your Directors further believe that the Offer is an opportunistic attempt by TGM to diversify its current exposure to a high-risk mining jurisdiction by obtaining an interest in Focus’ low-risk Western Australian assets without expending cash. The jurisdictional risks to which Focus and TGM are exposed are respectively exposed summarised in the comparative table below. Focus TGM Western Australia South Africa 4th out of 77 60th out of 77 Political stability in location of projects 3 2 Predictable regulatory landscape 3 2 Low risk of resource nationalism 3 2 Location of projects Jurisdiction investment attractiveness ranking7 7 ‘Survey of Mining Companies 2020’, Fraser Institute, 23 February 2021 9 (c) TGM is in a WEAKER financial position than Focus Your Directors believe Focus is in a materially stronger financial position than TGM. For the year ended 30 June 2021, TGM made a loss of $5.85 million, with net current liabilities of $11.53 million at year end8. The 2021 Annual Report discloses a material uncertainty over