Special Meeting of ShareholdersPosted: 09/10/2025 | Posted By: News Resource/Publisher
THEMAC RESOURCES GROUP LIMITED
Special Meeting of Shareholders
Notice and Circular
Place: 1500 – 1055 West Georgia Street
Vancouver, British Columbia, Canada
V6E 4N7
Date: October 7, 2025
Time: 9:00 a.m. (Pacific time)
IMPORTANT: The Board of Directors (with interested directors abstaining) unanimously recommends that Shareholders vote
FOR
the Arrangement Resolution
This document is important and requires your immediate attention. If you are in any doubt as to how to deal with it, you should consult with your investment dealer, broker, lawyer or other professional advisor. This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful.
INVITATION
Dear Shareholders:
You are invited to attend the Special Meeting (the “Meeting”) of the holders of common shares (each, a “Common Share”) of THEMAC Resources Group Limited (“THEMAC” or the “Company”), which will take place at 9:00 a.m. (Pacific time) on October 7, 2025 at 1500 - 1055 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4N7.
The purpose of the Meeting is to consider and to vote upon a going private transaction (the “Going Private Transaction”) by way of a statutory plan of arrangement (the “Arrangement”) under the Business Corporations Act (Yukon). At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to approve by special resolution (the “Arrangement Resolution”) the Arrangement involving the Company and Tulla Resources Group Pty. Ltd. (“Tulla” or the “Purchaser”), a company organized under the laws of New South Wales, pursuant to which the Purchaser will acquire all of the issued and outstanding Common Shares of the Company (the “Shares”) not already held by the Purchaser. Under the terms of the Arrangement, each Shareholder, other than the Purchaser, will receive cash consideration of CAD $0.08 for each Share held (the “Consideration”). The Consideration represents an 11% premium to the volume weighted average price of the Shares on the TSX Venture Exchange (the “TSXV”) for the 20 trading days immediately prior to July 31, 2025, the last trading day prior to the public announcement of the Arrangement. The Going Private Transaction and the transactions contemplated thereby are described in the accompanying management information circular (the “Circular”).
At the Meeting, in addition to dealing with the matters described in the Circular, Shareholders will have an opportunity to ask questions and to discuss the Going Private Transaction with THEMAC’s directors and management representatives.
You are cordially invited to attend the Meeting. THEMAC appreciates you signing and returning the accompanying form of proxy so that your vote is recorded. In the meantime, if you have any questions, please contact us at info@themacresourcesgroup.com.
Accompanying this invitation, among other things, are a Notice of the Meeting, a form of proxy, a Letter of Transmittal and the Circular for the Meeting containing important information relating to the Going Private Transaction, including the reasons why the Board (excluding Kevin Maloney and Andrew Maloney, who have abstained as interested directors) is recommending that you vote FOR the Arrangement Resolution. You are urged to read the Circular carefully and in its entirety. If you are in doubt as to how to deal with the matters described in these materials, you should consult your professional advisors.
All of THEMAC’s public documents are available on the website at www.sedarplus.ca. We encourage all Shareholders to read the Circular in detail and pay attention to the materials posted on SEDAR+ or mailed to them regarding the Meeting and the postponement, if any.
We look forward to seeing you at the Meeting.
September 4, 2025
Yours sincerely,
(signed) “Andrew Maloney”
Andrew Maloney
President, Chief Executive Officer, and Director