THEMAC Receives Final Court Approval and Provides Update on Going Private Transaction

Rhea-AI Summary

THEMAC Resources Group (TSXV: MAC / OTC: MACQF) obtained a Final Order from the Yukon Supreme Court on October 9, 2025, approving a plan of arrangement for a going-private transaction with Tulla Resources Group Pty Ltd.

Under the Arrangement, remaining shareholders will receive CAD $0.08 per common share. Parties expect to satisfy customary closing conditions and complete the transaction later in October 2025, after which THEMAC will become a wholly owned subsidiary and its TSXV common shares are expected to be delisted.

Positive

• Yukon Supreme Court issued a Final Order on October 9, 2025
• Shareholders to receive CAD $0.08 per common share
• Transaction expected to complete later in October 2025
• Company will become a wholly owned subsidiary of the purchaser

Negative

• Completion conditional on customary closing conditions and approvals
• Common shares are expected to be delisted from the TSXV
• Consideration of CAD $0.08 may represent limited cash upside for holders

Vancouver, British Columbia--(Newsfile Corp. - October 9, 2025) - THEMAC Resources Group Limited (TSXV: MAC) ("THEMAC" or the "Company") is pleased to announce that, on October 9, 2025, it obtained the final order of the Yukon Supreme Court (the "Final Order") approving the previously announced plan of arrangement (the "Arrangement") with Tulla Resources Group Pty Ltd. (the "Purchaser"), pursuant to which the Purchaser will acquire all of the issued and outstanding common shares of the Company (the "Common Shares") not already owned by it. Pursuant to the terms of the Arrangement, Shareholders will be entitled to receive consideration of CAD $0.08 for each Common Share held.

The parties continue to work diligently to satisfy the remaining customary closing conditions. Subject to the satisfaction or waiver of the closing conditions, it is expected that the Arrangement will be completed later this month. Following completion of the Arrangement, Themac will become a wholly-owned subsidiary of the Purchaser and the Common Shares of the Company are expected to be delisted from the TSX Venture Exchange (the "TSXV").

For further information, please contact:
THEMAC Resources Group Limited
Andrew Maloney
Chief Executive Officer
Phone: +1 505.382.5770
www.themacresourcesgroup.com

FORWARD-LOOKING STATEMENTS

Certain statements contained in this news release constitute forward-looking information. Such statements are based on the current expectations of management of THEMAC. You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause actual results, future circumstances or events to differ materially from those projected in the forward-looking information. The forward-looking information is based on certain assumptions, which could change materially in the future, including the assumption that the Company is able to effect the privatization using the proposed method, the Company is able to obtain the necessary regulatory approvals, the parties are able to satisfy or waive, if waiver is possible, the conditions to completing the transaction. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the risk that the necessary regulatory approvals are not obtained, the conditions to completing the transaction may not be met, or the transaction may be terminated or renegotiated on different terms. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/269935

FAQ

What did THEMAC (MACQF) announce on October 9, 2025 about the going-private deal?

THEMAC announced the Yukon Supreme Court granted a Final Order approving a plan of arrangement with Tulla Resources.

How much will THEMAC (MACQF) shareholders receive per share under the Arrangement?

Shareholders will receive CAD $0.08 per common share upon closing of the Arrangement.

When is the THEMAC (MACQF) going-private transaction expected to close?

Subject to satisfying closing conditions, the parties expect to complete the transaction later in October 2025.

Will THEMAC (MACQF) shares be delisted after the transaction closes?

Yes, the company said the common shares are expected to be delisted from the TSX Venture Exchange after closing.

What approvals or conditions remain for THEMAC (MACQF) to complete the Arrangement?

The parties must satisfy or waive customary closing conditions and obtain any required regulatory approvals before closing.

What happens to minority shareholders of THEMAC (MACQF) after closing?

Minority shareholders will receive CAD $0.08 per share and THEMAC will become a wholly owned subsidiary of the purchaser.