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

MWN-AI** Summary

THEMAC Resources Group Limited (TSXV: MAC) is urging its shareholders to vote before the proxy deadline for an upcoming special meeting set for October 7, 2025. At this meeting, shareholders will consider a significant resolution that pertains to an arrangement in which Tulla Resources Group Pty. Ltd. will acquire all common shares of THEMAC not currently owned by Tulla for cash consideration of $0.08 per share. The proposal is viewed favorably by THEMAC's board of directors, who unanimously believe this arrangement serves the best interests of the company and its shareholders. Notably, Institutional Shareholder Services Inc. (ISS), a leading independent proxy advisory firm, has recommended that shareholders vote in favor of the arrangement.

Shareholders are encouraged to participate in the meeting, taking place at 9:00 a.m. Pacific time in Vancouver, British Columbia. Due to an ongoing Canada Post strike, shareholders are advised to vote online or by telephone, rather than mailing votes—ensuring their votes are registered by the deadline of October 3, 2025, at 9:00 a.m. Pacific time. The needed participation details are available in an information circular sent to shareholders and also accessible on the company’s website and SEDAR+ profile.

For those requiring assistance, THEMAC has enlisted Carson Proxy as a solicitation agent to help with the voting process. While anticipating a successful completion of the transaction, the company cautions that certain risks and uncertainties may affect future results. Thus, shareholders are encouraged to consider these factors when making voting decisions.

MWN-AI** Analysis

As THEMAC Resources Group Limited (TSXV: MAC) approaches its special meeting on October 7, 2025, where shareholders will vote on a proposed acquisition by Tulla Resources Group, critical considerations for investors emerge. The resolution proposes to cash out shareholders at $0.08 per share, a figure that should be weighed against the current market trends and potential future valuations of THEMAC.

Given that the board unanimously supports this arrangement—with the endorsement of Institutional Shareholder Services Inc. (ISS) recommending a vote in favor—there is an optimistic outlook regarding shareholder acceptance. However, investors should remain vigilant and consider several factors influencing this decision.

Firstly, the urgency behind submitting votes is underscored by operational challenges due to the ongoing Canada Post strike, encouraging online or telephone voting to ensure participation. If you have already mailed your vote, reconsidering an online submission is advisable to avoid delays.

Secondly, assess the financial health and future prospects of THEMAC Resources. The company must garner the necessary regulatory and shareholder approvals to finalize Tulla's acquisition. If these conditions are not met, or if alternative arrangements arise, projections may change significantly.

Investors should also analyze the broader market context for resource companies, understanding how macroeconomic conditions may impact valuations moving forward. Given the volatile nature of resource markets, the decision to accept cash now or maintain a stake could hinge on forecasts for commodity prices and management's execution capabilities post-acquisition.

In conclusion, while the offer may be perceived as a fair exit strategy for shareholders, careful evaluation of the outlined risks and potential actions—especially under increased regulatory scrutiny—is essential to making an informed decision.

**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 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 impact could the acquisition by Tulla Resources Group Pty. Ltd. have on the operational landscape of publicly traded mining companies in Vancouver, British Columbia, specifically in relation to Themac Resources Group Limited (MAC:CC)?

The acquisition by Tulla Resources Group Pty. Ltd. could potentially influence the operational landscape of publicly traded mining companies in Vancouver by increasing competition, attracting investment, and possibly impacting Themac Resources Group Limited's market valuation and strategic decisions.

How might the ongoing Canada Post strike affect the shareholder voting process for the Themac Resources Group Limited (MAC:CC) special meeting scheduled for October 7, 2025, in Vancouver, British Columbia?

The ongoing Canada Post strike could potentially delay the delivery of proxy materials and ballots, thus impacting shareholder participation and voting outcomes for Themac Resources Group Limited's special meeting on October 7, 2025, in Vancouver.

In light of Themac Resources Group Limited (MAC:CC) receiving a recommendation from ISS to vote FOR the arrangement, what does this indicate about the perceived fairness and strategic direction of the company moving forward?

The ISS recommendation to vote FOR the arrangement suggests that Themac Resources Group Limited's proposed strategy is viewed positively, indicating potential fairness in the deal and confidence in the company's future direction among institutional investors.

What regulatory hurdles must Themac Resources Group Limited (MAC:CC) overcome to complete the acquisition by Tulla Resources Group Pty. Ltd., and how might these challenges impact investor sentiment in Vancouver, British Columbia?

Themac Resources Group Limited must navigate regulatory approvals related to environmental assessments and mining permits, which could lead to delays and uncertainty, potentially dampening investor sentiment in Vancouver, British Columbia, as stakeholders assess risks and rewards.

3. What risks and uncertainties mentioned in the forward-looking statements could affect Themac Resources Grp Ltd MACQF's ability to complete the acquisition process?

Themac Resources Grp Ltd MACQF faces risks such as regulatory approvals, financing challenges, market conditions, and potential liabilities associated with the acquisition that could hinder completion of the process.

4. How does the recommendation from Institutional Shareholder Services Inc. (ISS) influence investor sentiment towards the proposed arrangement between Themac Resources Grp Ltd MACQF and Tulla Resources Group?

The recommendation from Institutional Shareholder Services Inc. (ISS) significantly influences investor sentiment towards the proposed arrangement between Themac Resources Grp Ltd (MACQF) and Tulla Resources Group, as positive endorsements can enhance confidence and drive support among shareholders.

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

Themac Resources Grp Ltd

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