Mandalay Announces Receipt of Australian FIRB Approval and Interim Order in connection with its Proposed Merger with Alkane

Rhea-AI Summary

Mandalay Resources (OTCQB: MNDJF) has received crucial approval from the Australian Foreign Investment Review Board (FIRB) for its proposed merger with Alkane Resources. The Supreme Court of British Columbia has granted an interim order authorizing a special shareholder meeting scheduled for July 28, 2025.

The transaction, unanimously approved by Mandalay's board, is expected to close in early August 2025, pending final court order and shareholder approvals from both companies. The merger aims to create a diversified mid-tier gold and antimony producer, leveraging enhanced scale and financial strength to drive shareholder value.

The management information circular will be mailed to beneficial shareholders on July 7, 2025.

Positive

• Received key FIRB approval, completing all required regulatory approvals
• Transaction unanimously approved by Mandalay's board of directors
• Merger will create enhanced scale and financial strength as a mid-tier producer
• Clear timeline established with expected closing in early August 2025

Negative

• Transaction still subject to shareholder approvals from both companies
• Final court order approval still pending

TORONTO, June 26, 2025 (GLOBE NEWSWIRE) -- Mandalay Resources Corporation ("Mandalay" or the "Company") (TSX: MND, OTCQB: MNDJF) is pleased to announce that approval of the Australian Foreign Investment Review Board (“FIRB”) has been obtained in connection with the Company’s previously announced plan of arrangement under the Business Corporations Act (British Columbia), pursuant to which Alkane Resources Limited (“Alkane”) has agreed to indirectly acquire all of the issued and outstanding common shares of Mandalay (the “Transaction”).

On June 26, 2025, FIRB provided written confirmation that the Australian Commonwealth Government has no objection to the Transaction. This satisfies the last outstanding regulatory approval required under the arrangement agreement dated April 27, 2025 in connection with the Transaction.

In addition, on June 23, 2025, the Supreme Court of British Columbia (the “Court”) granted an interim order in connection with the Transaction, authorizing the calling and holding of the special meeting of Mandalay shareholders (the “Meeting”) to vote on the Transaction and certain other matters related to the conduct of the Meeting.

Key Milestones Ahead:

• The Meeting has been scheduled for July 28, 2025.
• The management information circular of Mandalay (the “Circular”) and the related meeting materials have been filed on SEDAR+ and will be mailed to beneficial shareholders on July 7, 2025.
• The Transaction remains subject to receipt of the final order from the Court, the approval of Mandalay shareholders and Alkane shareholders, and the satisfaction or waiver of other customary closing conditions. The Transaction is expected to close in early August 2025.
  

The Transaction has been unanimously approved by the board of directors of Mandalay (the “Board”), and accordingly the Board recommends that shareholders vote in favour of the Transaction at the Meeting.

Frazer Bourchier, President, and CEO commented:

“This represents a key milestone in advancing and de-risking the merger. With all regulatory approvals in hand and the Circular filed, we’re looking forward to completing the Transaction and forming a new, diversified mid-tier gold and antimony producer. We believe that the enhanced scale and financial strength of the combined company will provide a strong foundation to unlock shareholder value and support a meaningful re-rating.”

For Further Information:

Frazer Bourchier
President and Chief Executive Officer

Edison Nguyen
Director, Business Valuations and IR

Contact:
647.258.9722

About Mandalay Resources Corporation:

Mandalay Resources is a Canadian-based natural resource company with producing assets in Australia (Costerfield gold-antimony mine) and Sweden (Björkdal gold mine). The Company is focused on growing its production and reducing costs to generate significant positive cashflow. Mandalay is committed to operating safely and in an environmentally responsible manner, while developing a high level of community and employee engagement.

Forward-Looking Statements

This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation and may include future-oriented financial information or financial outlook information (collectively "Forward-looking Information"). Forward-looking Information may relate to future outlook and anticipated events, such as the consummation and timing of the Transaction.

Forward-looking Information is generally identified by the use of words like "will", "create", "enhance", "improve", "potential", "expect", "upside", "growth" and similar expressions and phrases or statements that certain actions, events or results "may", "could", or "should", or the negative connotation of such terms, are intended to identify Forward-looking Information. Although Mandalay believes that the expectations reflected in the Forward-looking Information are reasonable, undue reliance should not be placed on Forward-looking Information since no assurance can be provided that such expectations will prove to be correct. Forward-looking Information is based on information available at the time those statements are made and/or good faith belief of the officers and directors of Mandalay as of that time with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or suggested by the Forward-looking Information. Forward-looking Information involves numerous risks and uncertainties. Such factors include, without limitation: risks related to the closing of the Transaction; risks relating to changes in the gold and antimony price and the factors identified in the section titled "Risks Related to the Business" in Mandalay’s most recently filed Annual Information Form which is available on SEDAR+ at www.sedarplus.ca. Forward-looking Information is designed to help readers understand Alkane and Mandalay's views as of that time with respect to future events and speak only as of the date they are made. Except as required by applicable law, Mandalay assumes no obligation to update or to publicly announce the results of any change to any forward-looking statement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the Forward-looking Information. If Mandalay updates any one or more forward-looking statements, no inference should be drawn that either company will make additional updates with respect to those or other Forward-looking Information. All Forward-Looking Information contained in this news release is expressly qualified in its entirety by this cautionary statement.

FAQ

What regulatory approval did Mandalay Resources (MNDJF) receive for its merger with Alkane?

Mandalay received approval from the Australian Foreign Investment Review Board (FIRB) on June 26, 2025, which was the last outstanding regulatory approval required for the merger.

When is the Mandalay Resources shareholder meeting for the Alkane merger?

The special shareholder meeting is scheduled for July 28, 2025, following the interim order from the Supreme Court of British Columbia.

When is the Mandalay-Alkane merger expected to close?

The merger is expected to close in early August 2025, subject to final court order and shareholder approvals from both companies.

What will the merged Mandalay-Alkane company focus on?

The combined company will be a diversified mid-tier gold and antimony producer, focusing on leveraging enhanced scale and financial strength to unlock shareholder value.

What approvals are still needed for the Mandalay-Alkane merger?

The merger still requires final order from the Supreme Court of British Columbia, approval from both Mandalay and Alkane shareholders, and satisfaction of other customary closing conditions.