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Alkane Resources M&A Activity 2025

Aug 6, 2025

48579_rns_2025-08-06_0696d938-4252-48d6-8e9c-db1f41a2c908.pdf

M&A Activity

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NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102

Continuous Disclosure Obligations

  1. Names of Parties to the Transaction

Alkane Resources Limited ("Alkane")
Mandalay Resources Corporation ("Mandalay")
1536968 B.C. Ltd.("Acquireco")

  1. Description of the Transaction

On August 5, 2025, Acquireco, a wholly-owned subsidiary of Alkane, acquired all of the issued and outstanding common shares of Mandalay (the "Mandalay Shares") pursuant to a court-approved plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia), which was completed in accordance with the terms of an arrangement agreement dated April 27, 2025, among Alkane, Mandalay and Acquireco (the "Arrangement Agreement").

Under the terms of the Arrangement, each former shareholder of Mandalay (each, a "Mandalay Shareholder") is entitled to receive 7.875 fully paid ordinary shares of Alkane for each Mandalay Share held immediately prior to the effective time of the Arrangement.

For more information on the Arrangement, see Mandalay's management information circular dated June 24, 2025, filed June 26, 2025 under Mandalay's profile or filed August 5, 2025 under Alkane's profile on SEDAR+ at www.sedarplus.ca.

  1. Effective Date of the Transaction

August 5, 2025.

  1. Name of Each Party, if any, that Ceased to be a Reporting Issuer after the Transaction and of each Continuing Entity

The Mandalay Shares, which are posted for trading on the Toronto Stock Exchange ("TSX") under the symbol "MND", are expected to be delisted from the TSX as of the close of trading on or about August 6, 2025.

Mandalay is a reporting issuer in each of the provinces and territories of Canada, other than Québec. Mandalay has applied for an order to cease being a reporting issuer in such jurisdictions of Canada. It is currently anticipated that Mandalay will remain a reporting issuer in such jurisdictions until such time as Mandalay obtains the order to cease being a reporting issuer in such jurisdictions of Canada.

On completion of the Arrangement, Alkane became a reporting issuer in each of the provinces and territories of Canada, other than Québec. It is anticipated that Alkane's ordinary shares will begin trading on the TSX on or about August 8, 2025 under the symbol "ALK".

  1. Date of the Reporting Issuer's First Financial Year-End Subsequent to the Transaction

Alkane's first financial year-end subsequent to the Arrangement is June 30, 2026.


  1. Periods, Including Comparative Periods, if any, of the Interim and Annual Financial Statements required to be Filed for the Reporting Issuer's First Financial Year Subsequent to the Transaction

The following is a summary of the applicable interim and annual financial statements to be filed in Alkane's first financial year subsequent to the Arrangement:

  • the audited annual financial statements of Alkane for the financial year ended June 30, 2025 and the relevant comparative information for the financial year ended June 30, 2024;
  • the unaudited interim financial statements of Alkane for the three month period ended September 30, 2025 and the relevant comparative information for the three month period ended September 30, 2024;
  • the unaudited interim financial statements of Alkane for the three and six month periods ended December 31, 2025 and the relevant comparative information for the three and six month periods ended December 31, 2024; and
  • the unaudited interim financial statements of Alkane for the three and nine month periods ended March 30, 2026 and the relevant comparative information for the three and nine month periods ended March 30, 2025.

  • Documents filed under National Instrument 51-102 that described the transaction and where they can be found in electronic format

The following documents describing the Arrangement were filed on Mandalay's SEDAR+ profile at www.sedarplus.com:

  • news release dated April 27, 2025, announcing the Arrangement and execution of the Arrangement Agreement;
  • material change report dated April 29, 2025, relating to the execution of the Arrangement Agreement;
  • notice of meeting and management information circular of Mandalay dated June 24, 2025 (the "Management Information Circular") in respect of the special meeting of Mandalay Shareholders held on July 28, 2025 (the "Meeting");
  • news release dated June 18, 2025, announcing the receipt of the Swedish regulatory approval for the Arrangement;
  • news release dated June 26, 2025, announcing the receipt of Australian Foreign Investment Review Board approval for the Arrangement and Mandalay's receipt of interim order in respect of the Arrangement;
  • news release dated July 7, 2025, announcing the filing of the Management Information Circular;
  • news release dated July 28, 2025, announcing voting results from the Meeting;
  • news release dated August 1, 2025, announcing receipt of the final court order approving the Arrangement; and
  • news release dated August 5, 2025, in respect of the closing of the Arrangement.

The following documents describing the Arrangement were filed on Alkane's SEDAR+ profile at www.sedarplus.com:


  • Management Information Circular in respect of the Meeting; and
  • news release dated August 5, 2025, in respect of the closing of the Arrangement.

Dated: August 5, 2025