Transition Opportunities Corp. and SMAC Dev Pty Ltd. Enter into Definitive Agreement

• On 7 Apr 2026 Transition Opportunities Corp. (TOP) signed a definitive share‑exchange agreement to acquire all issued shares of SMAC Dev Pty Ltd., effecting a reverse takeover (RTO).
• The deal includes a concurrent private placement of 2,406,780 subscription receipts at $0.295 each, raising $710,000 earmarked for SMAC’s Stage 1 feasibility study of a modular sulphur‑burner acid plant in Queensland, Australia.
• Additionally, SMAC issued unsecured convertible notes worth $40,000, which will automatically convert into ~169,500 SMAC shares at $0.236 per share at closing.
• The exchange ratio is 1.76 TOP shares for each SMAC share (deemed price $0.167/TOP share). Post‑closing, roughly 22.13 M TOP shares will be issued in exchange for ~12.58 M SMAC shares.
• Closing is targeted for June 2026, subject to TSXV and Alberta regulator approvals. No shareholder vote is required.
• Management of the combined entity will be led by Hamish Collins (CEO) and Daniel Johnson (Executive Director), with existing TOP directors stepping aside.

• Positive catalyst: The definitive agreement moves the transaction from a non‑binding LOI (Oct 2025) to a binding contract, removing significant execution uncertainty.
• Financing secured: $710k private placement plus $40k convertible notes provide immediate capital for SMAC’s Stage 1 feasibility – a critical de‑risking step before any plant construction.
• Dilution vs value: The issuance of ~22 M TOP shares (≈120% increase) dilutes existing shareholders, but the implied valuation ($0.167 per TOP share) is well below current market price ($0.81), indicating an accretive transaction if SMAC’s project succeeds.
• Regulatory risk: Completion hinges on TSXV and Alberta approvals; however, no shareholder vote reduces procedural hurdles.
• Market reaction: Stock has been in a long‑term downtrend from its 52‑week high of $1.85 (Sep 2025) to sub‑$1 levels. The news is likely to halt the decline and generate modest upside, but not enough to constitute a “game changer.”

Transition Opportunities Corp. is a TSXV listed shell company seeking a qualifying transaction. The target, SMAC Dev Pty Ltd., develops a modular sulphur‑burner acid plant (≈180 ktpa) in Cloncurry, Queensland, with downstream expansion to recover copper, cobalt, nickel, zinc via a pyrite‑fed roaster. Successful feasibility could position the combined entity as a low‑cost producer of industrial acid and critical minerals for battery supply chains.