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THEMAC Resources Group Limited Announces Closing of Going Private Transaction

MWN-AI** Summary

THEMAC Resources Group Limited, based in Vancouver, has successfully closed its previously announced going-private transaction, as outlined in an arrangement under the Business Corporations Act (Yukon). The agreement saw Tulla Resources Group Pty Ltd. acquire all issued and outstanding common shares of THEMAC for $0.08 per share. This decision was approved by the company’s shareholders during a special meeting on October 7, 2025, with the Supreme Court of Yukon giving its nod on October 9, 2025.

To finalize this transaction, the arrangement required the approval of at least two-thirds of the votes cast by the shareholders, alongside a simple majority excluding specific shareholder votes in line with Multilateral Instrument 61-101 regulations. With the successful completion of the acquisition, Tulla Resources now controls 100% of THEMAC's common shares, an early warning report will be filed with Canadian securities regulators for compliance.

Shareholders must submit their share certificates or DRS statements and completing the corresponding letters of transmittal to Computershare Trust Company of Canada, the designated depositary. Those who hold shares through brokers must coordinate with their respective institutions to receive their payment. Following this transaction, THEMAC's common shares are set to be delisted from the TSX Venture Exchange on October 23, 2025, and the company plans to apply to cease being a reporting issuer, thereby terminating its public reporting obligations.

Additionally, while the company has provided forward-looking statements regarding the transaction's implications, these remain subject to risks and uncertainties that could affect the anticipated outcomes. Full details surrounding the transaction can be accessed in their management information circular available on SEDAR+.

MWN-AI** Analysis

The recent announcement regarding THEMAC Resources Group Limited's closure of its going-private transaction marks a significant shift for the company and its shareholders. With the acquisition led by Tulla Resources Group Pty Ltd., all common shares are being purchased at a price of $0.08 per share, which reflects a finality to the company's public market presence. On October 23, 2025, following the expected delisting from the TSX Venture Exchange, THEMAC will cease to be a reporting issuer, impacting its previous exposition to public equity investors.

From a market advisory perspective, existing and potential investors should consider the implications of such transactions. Going private may offer strategic advantages for the acquiring firm, including more streamlined operations and a reduced regulatory burden. However, it typically also suggests limited availability of future investment opportunities in the shared equity for public investors. For shareholders who opted for the buyout, with the considerations laid out, it is critical to evaluate their reinvestment options, considering that their equity position in THEMAC offers no further potential for participation in future corporate actions or growth.

The transaction has been duly approved by the required majority of shareholders and regulatory bodies, indicating that due diligence efforts were sufficient to address stakeholder concerns regarding the deal's fairness and strategic rationale. However, investors should remain cautious of similar future offerings, as they may present risks if not adequately differentiated from market standards.

In the context of the broader mining and resource sector, with current commodity price fluctuations, Tulla’s motivations behind this acquisition might serve as a lens for evaluating potential value in other prospective investments. Analyzing similar scenarios could yield lucrative opportunities in markets where private equity is diversifying into resource holdings. Thus, investors should monitor sector trends closely as the landscape shifts significantly in an evolving economic environment.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: Newsfile

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 (66?%) 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**

How will the completion of THEMAC Resources Grp Ltd MACQF's arrangement with Tulla Resources Group Pty Ltd impact Vancouver's mining sector, considering the de-listing from the TSXV?

The completion of THEMAC Resources' arrangement with Tulla Resources may create volatility in Vancouver's mining sector by potentially reducing investor confidence due to the de-listing from the TSXV, while also opening avenues for increased investment in local mining projects.

2. What steps is THEMAC Resources Grp Ltd MACQF taking to manage potential investor concerns regarding the risks and uncertainties highlighted in their recent announcement?

THEMAC Resources Group Ltd (MACQF) is addressing investor concerns by implementing strategic risk management practices, enhancing communication transparency, and providing ongoing updates about operational developments and market conditions.

3. In light of THEMAC Resources Grp Ltd MACQF's acquisition, how might this influence future investment opportunities in Vancouver’s resource sector?

THEMAC Resources Grp Ltd's acquisition could signal increased investor confidence and potential consolidation in Vancouver's resource sector, potentially attracting more capital and partnerships for exploration and development projects.

4. How does the approval process outlined for THEMAC Resources Grp Ltd MACQF’s arrangement reflect broader trends in corporate governance and investor relations within British Columbia?

The approval process for THEMAC Resources Grp Ltd MACQF highlights a shift towards enhanced transparency and stakeholder engagement in corporate governance and investor relations in British Columbia, emphasizing accountable decision-making and the prioritization of investor interests.

**MWN-AI FAQ is based on asking OpenAI questions about Themac Resources Grp Ltd (OTC: MACQF).

Themac Resources Grp Ltd

NASDAQ: MACQF

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