Mandalay Obtains Final Order Approving Arrangement with Alkane

Rhea-AI Summary

Mandalay Resources (OTCQB: MNDJF) has received final approval from the Supreme Court of British Columbia for its previously announced arrangement with Alkane Resources. Under the terms of the arrangement, Mandalay shareholders will receive 7.875 Alkane ordinary shares for each Mandalay share held.

The final court order represents the last major condition for closing the arrangement, which is expected to complete on August 5, 2025. Mandalay Resources, a Canadian natural resource company, currently operates the Costerfield gold-antimony mine in Australia and the Björkdal gold mine in Sweden.

Positive

• Exchange ratio of 7.875 Alkane shares for each Mandalay share provides shareholders with immediate value
• Arrangement has received all necessary approvals, indicating strong stakeholder support
• Deal combines complementary mining assets across Australia and Sweden

Negative

• Loss of independent company status for Mandalay shareholders
• Exposure to gold and antimony price fluctuations could affect deal value
• Integration risks between the two companies' operations

TORONTO, Aug. 01, 2025 (GLOBE NEWSWIRE) -- Mandalay Resources Corporation (“Mandalay” or the “Company”) (TSX: MND, OTCQB: MNDJF) is pleased to announce that the Supreme Court of British Columbia has issued a final order approving the previously announced plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”), pursuant to which Alkane Resources Limited (“Alkane”) will acquire all of the issued and outstanding common shares of Mandalay (“Mandalay Shares”). Under the Arrangement, shareholders of Mandalay will be entitled to receive, for each Mandalay Share held, 7.875 fully paid ordinary shares in the capital of Alkane.

The receipt of the Final Order was the final substantive condition to closing the Arrangement. The Arrangement is expected to close on August 5, 2025.

For Further Information

Mandalay investor contact:
Edison Nguyen, Director, Business Valuations and IR
+1 (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 Arrangement.

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 Arrangement; risks relating to changes in the gold and antimony price and the factors identified in the section titled "Risk Factors" 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 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 is the exchange ratio for Mandalay Resources (MNDJF) shares in the Alkane acquisition?

Mandalay shareholders will receive 7.875 Alkane ordinary shares for each Mandalay share they hold.

When is the expected closing date for the Mandalay Resources and Alkane arrangement?

The arrangement is expected to close on August 5, 2025.

What mining assets does Mandalay Resources (MNDJF) currently operate?

Mandalay Resources operates the Costerfield gold-antimony mine in Australia and the Björkdal gold mine in Sweden.

What was the final major approval needed for the Mandalay-Alkane arrangement?

The final approval was a court order from the Supreme Court of British Columbia approving the plan of arrangement.

How will the Mandalay Resources arrangement affect shareholders?

Shareholders will exchange their Mandalay shares for Alkane shares at a ratio of 7.875 Alkane shares per Mandalay share, becoming shareholders of the combined company.