West Australian gold explorer Focus Minerals Limited (ASX: FML) refers to the company’s announcement on 3 December 2021 in relation to its 1-for-1 non-renounceable entitlement offer of new Focus shares (New Shares) at an issue price of A$0.25 per New Share to raise up to A$45,687,141.25 (Entitlement Offer) and the announcement by Theta Gold Mines Limited (ASX: TGM) (TGM) on 20 December 2021, which included a copy of TGM’s bidder’s statement (Bidder’s Statement) relating to its off-market takeover offer for all of the issued shares in the Company (TGM Offer).
On 20 December 2021, TGM sent Focus a copy of its Bidder’s Statement. Until Focus’ Board of Directors have issued their recommendation regarding the TGM Offer and Focus shareholders are in receipt of both the Bidder’s Statement and Focus’ Target’s Statement in response, the Focus Board of Directors continues to advise Focus shareholders to TAKE NO ACTION in relation to the TGM Offer, the Bidder’s Statement or any other documents shareholders may receive from TGM.
Notwithstanding the release of the Bidder’s Statement, the Focus Board of Directors does not intend to withdraw the Entitlement Offer, which will close at 5pm (Perth time) on Thursday, 23 December 2021.
However, the Focus Board of Directors notes that based on TGM’s Bidder’s Statement:
- the TGM Offer remains subject to a number of conditions that will be triggered if the Entitlement Offer is implemented. The TGM Offer will not proceed unless TGM waives those conditions; and
- the TGM Offer is expressed to apply to only those shares in Focus that are on issue as at 7pm (Sydney time) on 21 December 2021. Accordingly, even if the TGM were to proceed, it is not expressed to apply to any New Shares issued pursuant to the Entitlement Offer.