THEMAC Shareholders Approve Privatization

Shareholder approval recorded with 95.07% votes in favour

70,771,653 shares represented (89.13% quorum)

Consideration fixed at CAD $0.08 per common share

Targeted completion window in October 2025 pending court order

Approval drops to 56.51% after MI 61-101 exclusions

Transaction depends on Yukon Supreme Court Final Order

Completion conditional on satisfying or waiving closing conditions

Common shares expected to be delisted from the TSXV upon closing

10/07/2025 – 06:35 PM

Vancouver, British Columbia – THEMAC Resources Group Limited (TSXV: MACQF) announced on October 7, 2025, that shareholders have approved a plan of arrangement for Tulla Resources Group Pty Ltd. to acquire all outstanding common shares of THEMAC not already owned by Tulla. The arrangement, which received overwhelming shareholder support, is poised to take the company private, signaling a strategic shift for the mining firm.

At a special meeting held on October 7, 2025, holders of 70,771,653 common shares, representing 89.13% of outstanding shares as of the August 29, 2025 record date, participated in the vote. A significant majority, 95.07%, voted in favor of the Arrangement Resolution, paving the way for Tulla Resources to acquire the remaining shares. After exclusions under Multilateral Instrument 61-101 (“MI 61-101”), the approval stood at 56.51%.

Under the terms of the arrangement, THEMAC shareholders will receive CAD $0.08 per common share. This price reflects a modest premium over recent trading levels, but the security of the deal closing appears to have been sufficient to garner shareholder approval. The structure of the acquisition, facilitated through a plan of arrangement, offers a streamlined process for Tulla Resources to consolidate its ownership of THEMAC, potentially allowing for greater operational efficiencies and strategic flexibility.

The Company will now seek a Final Order from the Yukon Supreme Court on October 9, 2025. Subject to customary closing conditions, including the court’s approval, the arrangement is expected to be completed in October 2025. Upon completion, THEMAC Resources Group will be delisted from the TSX Venture Exchange (“TSXV”). This move to go private is a significant development, often driven by a desire to escape the scrutiny and costs associated with public listings, or to facilitate a strategic realignment without the pressures of quarterly reporting and shareholder activism.

Analysts suggest the move could allow Tulla to aggressively pursue long-term development plans for THEMAC’s core assets without the immediate need to satisfy public market expectations. However, the delisting also means that public investors will no longer have the opportunity to participate directly in the company’s future growth. The decision could also reflect the project’s operational needs, in the sense of the development cycle needing different kind of resources outside public shareholders’ interests.

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/269560

What did THEMAC (MACQF) shareholders approve on October 7, 2025?

Shareholders approved a plan of arrangement to sell all outstanding common shares to Tulla Resources Group.

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

Each common share will receive CAD $0.08 in consideration if the Arrangement completes.

When is THEMAC’s going-private transaction expected to close?

Subject to conditions, the company expects the Arrangement to complete in October 2025.

Does THEMAC need a court order to complete the Arrangement?

Yes. THEMAC will seek a Final Order from the Yukon Supreme Court on October 9, 2025 to approve the Arrangement.

Will THEMAC common shares be delisted after the transaction?

Following completion, the common shares are expected to be delisted from the TSX Venture Exchange.

What vote percentages supported the Arrangement at the shareholder meeting?

Of votes cast, 95.07% were in favor overall and 56.51% in favor after excluding shares under MI 61-101.