Focus Minerals

Successful defence of TGM hostile off-market takeover

March 2022

In December 2021 Focus Minerals Ltd ("Focus") received an unsolicited, off-market takeover offer (“Offer”) from Theta Gold Mines Ltd (“TGM”). TGM’s initial Offer was comprised of TGM scrip, at an exchange ratio of 2 TGM shares for every 1 Focus share held on the date the Offer was announced. Upon substantial review of the offer materials various deficiencies and errors were identified by Azure and Focus’ Legal Counsel, resulting in TGM being required to issue supplementary and replacement Bidder’s Statements and ultimately increasing their Offer to 2.5 TGM shares for every 1 Focus share held on the date of the initial Offer.

Both offers were unanimously rejected by the Board of Focus due to the value being offered, TGM’s shares being unattractive and various transaction structure issues.

TGM’s Offer was ultimately unsuccessful and closed in March 2022 with TGM receiving acceptances of approximately 1.1% of all Focus shares, increasing their holding in Focus to approximately 2.2%.

Azure advised Focus on all aspects of the process including valuation, strategic advice, and defence tactics.