Themac Resources Group Limited Announces Execution Of Arrangement Agreement For Going Private Transaction

(MENAFN- Newsfile Corp) Vancouver, British Columbia--(Newsfile Corp. - August 29, 2025) - THEMAC Resources Group Limited (TSXV: MAC) (" THEMAC " or the " Company ") announces that, further to its news release of July 31, 2025, it has entered into an arrangement agreement (the " Arrangement Agreement ") with 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 "). The Consideration represents approximately a 11% premium to the Company's 20-day volume-weighted average trading price of $0.072 on the TSX Venture Exchange (the " TSXV ") immediately prior to the date hereof. Tulla, a corporation organized under the laws of New South Wales and the controlling shareholder of the Company, currently exercises control or direction over 47,950,000 Shares, representing approximately 60.39% of the Company's outstanding Shares. Upon completion of the Transaction, Tulla will be the sole shareholder of the Company.

Shareholder Meeting Details

A special meeting of Shareholders to consider and, if deemed advisable, approve the Arrangement (the " Specia l Meeting ") is expected to be held on October 7, 2025. In order to be approved by Shareholders at the Special Meeting, the Arrangement will need the approval of at least (i) two-thirds of the votes cast at the Special Meeting by Shareholders present in person or represented by proxy, (ii) a simple majority of the votes cast at the Special Meeting by Shareholders present in person or represented by proxy excluding, for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 "), Common Shares held by Tulla, Kevin Maloney, Andrew Maloney, Marley Holdings Pty Ltd. and any other person required to be excluded for the purpose of such vote under MI 61-101.

Information regarding how Shareholders can participate in and vote at the Special Meeting will be provided in the information circular that will be sent to Shareholders in connection with the Special Meeting (the " Information Circular "), which will also be posted on the Company's website at and the Company's profile on SEDAR+ at .

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. The determination of the Board was made upon the recommendation of a special committee of independent directors (the " Special Committee ") and after consideration of the advice of legal and financial advisors to the Special Committee and the Company.

In addition to the 47,950,000 Common Shares held by Tulla that will be voted in favour of the Arrangement, certain directors, officers and significant Shareholders who hold in the aggregate 14,804,130 Common Shares (the " Locked-Up Shareholders "), representing 18.64% of the issued and outstanding Common Shares, have entered into Voting and Support Agreements with Tulla, pursuant to which they have agreed, among other things, to vote their Common Shares in favour of the Arrangement, subject to certain exceptions. 90.78% of the Locked-Up Shareholders are affiliates or associates of Tulla.

Shareholders will have the right to dissent provided for in section 193 of the YBCA and such right of dissent will be further described in the Information Circular.

Additional Transaction Details

The Transaction will be implemented by way of the Arrangement under the YBCA. The Arrangement Agreement includes customary provisions relating to non-solicitation, subject to customary "fiduciary out" provisions that entitle the Company to consider and accept a superior proposal if not matched by Tulla. A copy of the Arrangement Agreement is publicly available under the Company's profile on SEDAR+ at . Additional information regarding the terms of the Arrangement Agreement can be found in the Information Circular. Shareholders are urged to read these and other relevant materials when they become available.

The completion of the Transaction remains subject to a number of other conditions including, but not limited to, approval by the Supreme Court of Yukon and TSXV approval, as well as the satisfaction of certain other closing conditions customary in a transaction of this nature. If and when these conditions are satisfied, it is expected that the Transaction will be closed in mid to late October 2025. If the Transaction is completed, the Shares will be delisted from the TSXV and the Company will also apply to the applicable Canadian securities regulatory authorities to cease to be a reporting issuer in each province in which it is a reporting issuer.

Valuation and Fairness Opinion

The recommendation of the Special Committee that the Board approve the Transaction was based on a multitude of factors, including the financial condition of the Company, the liquidity of the Company's shares, and a comprehensive valuation report and fairness opinion (the " Valuation and Fairness Opinion ") of the Company prepared by an independent valuator, Evans & Evans, Inc. (" Evans & Evans "). Based on the valuation work and subject to the conditions, assumptions and qualifications set forth in the Valuation and Fairness Opinion, Evans & Evans is of the opinion that, as of the effective date of the Fairness Opinion (July 29, 2025), the consideration payable under the Transaction is fair, from a financial point of view, to the minority Shareholders.

A summary of the Valuation and Fairness Opinion, the factors considered by the Special Committee and the Board, and other relevant background information will be included in the Information Circular.

For more information, please visit or review the Company's filings on SEDAR+ .

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