THEMAC Resources Group Limited Announces Closing of Going Private Transaction

Rhea-AI Summary

THEMAC Resources Group (OTC:MACQF) announced it has closed a going private plan of arrangement under the Yukon Business Corporations Act on October 22, 2025.

The purchaser, Tulla Resources Group Pty Ltd, acquired all outstanding common shares not already held by it at $0.08 per share, and now beneficially owns 100% of the issued common shares. The arrangement was approved by shareholders on October 7, 2025 and by the Supreme Court of Yukon on October 9, 2025.

The company expects TSXV de-listing effective on or about October 23, 2025, intends to apply to cease being a reporting issuer, and the purchaser will file an early warning report. Registered shareholders must deposit share certificates or DRS statements to receive consideration.

Positive

• All outstanding common shares acquired at $0.08 per share
• Purchaser beneficially owns 100% of common shares as of Oct 22, 2025
• Arrangement received shareholder approval on Oct 7, 2025 and court approval on Oct 9, 2025

Negative

• Common shares expected to be de-listed from TSXV on or about Oct 23, 2025
• Company intends to apply to cease being a reporting issuer, reducing public liquidity

Vancouver, British Columbia--(Newsfile Corp. - October 22, 2025) - THEMAC Resources Group Limited (TSXV: MAC) ("THEMAC" or the "Company") is pleased to announce that is has closed its previously announced plan of arrangement (the "Arrangement") under the Business Corporations Act (Yukon) (the "YBCA"), pursuant to which Tulla Resources Group Pty Ltd. (the "Purchaser") acquired all of the issued and outstanding common shares of the Company (the "Common Shares") not already held by the Purchaser at a price of $0.08 per Common Share (the "Consideration").

The Arrangement was approved by holders of Common Shares ("Shareholders"), in accordance with the requirements of the YBCA at a special meeting of Shareholders held on October 7, 2025 (the "Meeting") and was subsequently approved by the Supreme Court of Yukon on October 9, 2025. The Arrangement Resolution required the approval of (i) at least two-thirds (66⅔%) of the votes cast by the Shareholders, and (ii) at least a simple majority of the votes cast by Shareholders, excluding votes from certain Shareholders as required under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

Following completion of the Arrangement, the Purchaser has beneficial ownership and control over 100% of the issued and outstanding Common Shares. An early warning report will be filed by the Purchaser with applicable Canadian securities regulatory authorities.

Pursuant to the letter of transmittal mailed to registered Shareholders as part of the materials in connection with the Meeting, in order to receive the Consideration to which they are entitled, registered Shareholders are required to deposit their share certificate(s) or DRS statements representing their Common Shares, together with a duly completed letter of transmittal, with Computershare Trust Company of Canada, the depositary under the Arrangement. Shareholders whose shares are registered in the name of a broker, dealer, bank, trust company or other nominee must contact their nominee with respect to receipt of their Consideration.

The Common Shares are expected to be de-listed from the TSXV effective as of the close of business on or about October 23, 2025. The Company also intends to submit an application to the applicable securities regulators to have the Company cease to be a reporting issuer and terminate its public reporting obligations.

Full details of the Arrangement and certain other related matters are set out in the management information circular of the Company dated September 4, 2025 (the "Information Circular"). A copy of the Information Circular can be found under the Company's profile on SEDAR+ at www.sedarplus.ca.

For more information, please visit www.themacresourcesgroup.com or review the Company's filings on SEDAR+ www.sedarplus.ca.

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 be de-listed from the TSXV and cease to be a reporting issuer within the expected timeframes. 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. 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/271488

FAQ

What did THEMAC (MACQF) announce on October 22, 2025?

THEMAC closed a going private arrangement; Tulla Resources acquired remaining shares at $0.08 per share.

When did shareholders and the court approve THEMAC's arrangement (MACQF)?

Shareholders approved the arrangement on October 7, 2025 and the Supreme Court of Yukon approved it on October 9, 2025.

Will THEMAC (MACQF) be de-listed from the TSXV and when?

The Common Shares are expected to be de-listed from TSXV effective on or about October 23, 2025.

How can registered THEMAC shareholders receive the $0.08 per-share consideration?

Registered shareholders must deposit share certificate(s) or DRS statements with Computershare along with a completed letter of transmittal.

Does the purchaser of THEMAC (MACQF) need to file any regulatory reports?

Yes; the purchaser will file an early warning report with applicable Canadian securities regulators.