Themac Resources Reminds Shareholders to Vote in Advance of Upcoming Special Meeting

Rhea-AI Summary

THEMAC Resources (OTC:MACQF) reminds shareholders to vote by proxy ahead of the special meeting on Oct 7, 2025 to approve a statutory arrangement under the Yukon Business Corporations Act.

Under the Arrangement, Tulla Resources Group will acquire all remaining common shares for $0.08 cash per share. The Board unanimously recommended the Arrangement (Kevin and Andrew Maloney abstained) and proxy adviser ISS recommends FOR. Proxy voting deadline: 9:00 a.m. PT on Oct 3, 2025. Shareholders urged to vote online/phone due to Canada Post strike.

Positive

• Consideration: $0.08 cash per common share
• ISS recommends FOR the Arrangement
• Board unanimously determined Arrangement is fair (two abstentions)

Negative

• Arrangement requires regulatory and shareholder approvals
• Proxy deadline Oct 3, 2025 9:00 a.m. PT may limit votes
• Canada Post strike may delay mailed votes/documents

Vancouver, British Columbia--(Newsfile Corp. - October 2, 2025) - THEMAC Resources Group Limited (TSXV: MAC) ("THEMAC" or the "Company") reminds its shareholders to vote ahead of the proxy voting deadline for the upcoming special meeting of shareholders (the "Meeting"). At the Meeting, shareholders will be asked to pass a special resolution (the "Arrangement Resolution") approving an arrangement involving the Company and Tulla Resources Group Pty. Ltd. ("Tulla") pursuant to which Tulla will acquire all of the issued and outstanding common shares of the Company (the "Common Shares") not already owned by Tulla by way of a statutory plan of arrangement (the "Arrangement") under the Yukon Business Corporations Act (the "YBCA"). Under the terms of the Arrangement, each holder of common shares (a "Shareholder") other than Tulla will receive cash consideration of $0.08 for each common share held (the "Consideration"), all as further described in the Company's press release of August 29, 2025.

The board of directors of the Company (the "Board") has unanimously determined (with Kevin Maloney and Andrew Maloney abstaining) that the Arrangement is in the best interests of the Company and is fair to Shareholders.

In addition, the Company is pleased to report that leading independent proxy advisory firm Institutional Shareholder Services Inc. ("ISS") is recommending Shareholders vote FOR the Arrangement.

Meeting Details

The Meeting is to be held on Tuesday, October 7, 2025 at 9:00 a.m. (Pacific time) at 1500 - 1055 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4N7. Information regarding how Shareholders can participate in and vote at the Meeting is provided in the information circular that was sent to Shareholders in connection with the Meeting (the "Information Circular"), which is also available on the Company's website at www.themacresourcesgroup.com and the Company's profile on SEDAR+ at www.sedarplus.ca.

The deadline for voting by proxy is 9:00 a.m. (Pacific time) on October 3, 2025.

In light of the current Canada Post strike, Shareholders are strongly encouraged to cast their votes online or by telephone, in accordance with the voting instructions provided in the Information Circular. If you have mailed in your vote, we suggest that you recast your vote online or by telephone to ensure your instructions are received in a timely manner. Shareholders who require voting assistance may contact the Company's proxy solicitation agent, Carson Proxy, at 1-800-530-5189 (toll free North America), 416-751-2066 (outside North America) or by email at info@carsonproxy.com.

While the Canada Post strike is ongoing, registered Shareholders who wish to deposit their letters of transmittal, share certificates and other required documentation, as applicable, should use courier services or hand deliver such documentation to the depositary, Computershare Investor Services Inc., at 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6.

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 and shareholder 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 and shareholder 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/268999

FAQ

What is THEMAC (MACQF) proposing in the Oct 7, 2025 special meeting?

Shareholders will vote on a statutory Arrangement to sell remaining shares to Tulla for $0.08 per share.

What is the proxy voting deadline for THEMAC (MACQF) on Oct 3, 2025?

The proxy voting deadline is 9:00 a.m. Pacific time on Oct 3, 2025.

How has ISS advised shareholders on the THEMAC (MACQF) Arrangement?

Institutional Shareholder Services (ISS) recommends FOR the Arrangement.

How should THEMAC (MACQF) shareholders vote given the Canada Post strike?

Shareholders are strongly urged to vote online or by telephone per the Information Circular.

What happens to THEMAC (MACQF) shares if the Arrangement is approved?

If approved and completed, Tulla will acquire all remaining common shares for cash consideration.