Themac Resources Group Limited Announces Execution of Arrangement Agreement for Going Private Transaction

Executive Summary

• THEMAC Resources Group Limited entered into an arrangement agreement with Tulla Resources Group Pty. Ltd., under which Tulla will acquire all outstanding common shares not already owned, at a cash consideration of $0.08 per share (≈11% premium to the recent VWAP).
• A special shareholders’ meeting is scheduled for October 7 2025 to seek approval; completion is expected in mid‑to‑late October 2025 pending court and TSXV approvals.
• Upon closing, Tulla will become the sole shareholder, the shares will be delisted from the TSX Venture Exchange, and THEMAC will cease to be a reporting issuer.

Key Details

• Consideration: $0.08 cash per common share (≈11% premium to 20‑day VWAP of $0.072).
• Current Tulla Ownership: 47,950,000 shares (~60.39% of outstanding shares).
• Locked‑Up Shareholders: Hold 14,804,130 shares (18.64%) and have entered Voting and Support Agreements to vote in favour of the Arrangement; 90.78% are affiliates/associates of Tulla.
• Special Meeting: Expected October 7 2025; approval requires two‑thirds of votes cast and a simple majority excluding certain excluded shareholders per MI 61‑101.
• Closing Conditions: Subject to approval by the Supreme Court of Yukon, TSXV, and customary closing conditions; anticipated mid‑to‑late October 2025.
• Post‑Closing Effects: Shares to be delisted from TSX Venture Exchange; THEMAC will apply to cease reporting status in all provinces where it is currently a reporting issuer.
• Valuation & Fairness Opinion: Independent valuator Evans & Evans, Inc. issued a fairness opinion stating the $0.08 per share consideration is fair from a financial perspective to minority shareholders (as of July 29 2025).
• Governance: Board unanimously approved (Kevin and Andrew Maloney abstained) based on recommendation of an independent Special Committee and advice from legal/financial advisors.
• Rights of Dissent: Shareholders retain dissent rights under section 193 of the Yukon Business Corporations Act; details to be provided in the Information Circular.

Notable Quotes

• Andrew Maloney, CEO: “The Arrangement represents the best interests of THEMAC and its shareholders, providing a fair premium and a clear path to becoming a private company.” (quoted in release)