Core Viewpoint - THEMAC Resources Group Limited has entered into an arrangement agreement with Tulla Resources Group Pty. Ltd. for a going private transaction, where Tulla will acquire all outstanding common shares not already owned by it for cash consideration of $0.08 per share, representing an approximately 11% premium to the 20-day volume-weighted average trading price prior to the announcement [1]. Group 1: Transaction Details - The arrangement will be executed under the Yukon Business Corporations Act, and Tulla currently controls approximately 60.39% of the Company's outstanding shares [1]. - A special meeting of shareholders is scheduled for October 7, 2025, to approve the arrangement, requiring at least two-thirds of the votes cast and a simple majority excluding certain shares held by Tulla and related parties [2]. - The board of directors has unanimously determined that the arrangement is in the best interests of the Company and fair to shareholders, based on recommendations from a special committee of independent directors [4]. Group 2: Shareholder Support - In addition to Tulla's shares, certain directors and significant shareholders holding 14,804,130 common shares, representing 18.64% of the total, have entered into Voting and Support Agreements to vote in favor of the arrangement [5]. - 90.78% of the locked-up shareholders are affiliates or associates of Tulla, indicating strong support for the transaction [5]. Group 3: Valuation and Fairness - The recommendation for the transaction was based on a comprehensive valuation report and fairness opinion prepared by an independent valuator, which concluded that the consideration is fair to minority shareholders [9]. - A summary of the valuation and fairness opinion will be included in the information circular to be sent to shareholders [10]. Group 4: Conditions and Timeline - The transaction is subject to approval by the Supreme Court of Yukon and the TSX Venture Exchange, with an expected closing in mid to late October 2025 [8]. - Upon completion, the shares will be delisted from the TSXV, and the Company will apply to cease being a reporting issuer in applicable provinces [8].