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THEMAC Resources Group Limited Proxy Solicitation & Information Statement 2025

Sep 9, 2025

44400_rns_2025-09-09_d80a487a-a68b-4f3c-8453-e96a148bd126.pdf

Proxy Solicitation & Information Statement

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THEMAC RESOURCES

September 9, 2025

Dear Shareholder,

Re: Filed Notice of Application

Please find enclosed a copy of the Filed Notice of Application relating to the proposed plan of arrangement (the "Arrangement") involving THEMAC Resources Group Limited ("THEMAC") and Tulla Resources Group Pty. Ltd. ("Tulla").

This document is provided to you as an addendum to the Management Information Circular dated September 4, 2025 (the "Circular"), which you previously received in connection with the special meeting of shareholders scheduled for October 7, 2025. The Circular contains full details regarding the Arrangement and the related shareholder vote. A draft of the Notice of Application is appended as Exhibit "A" to the filed Interim Order, which is Schedule "D" to the Circular.

You are encouraged to read the enclosed Notice of Application together with the Circular. Copies of these materials are also available under THEMAC's profile on SEDAR+ at www.sedarplus.ca.

Should you have any questions, please contact us at [email protected].

Yours truly,

THEMAC Resources Group Limited


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FORM 52 (Rule 47(1))

Supreme Court No.: 25-A0127

SUPREME COURT OF YUKON

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THEMAC RESOURCES GROUP LIMITED

PETITIONER

NOTICE OF APPLICATION

TO all shareholders of Themac Resources Group Limited.

TAKE NOTICE that an application will be made by Gareth C. Howells and Grant Macdonald, K.C., lawyers for the Petitioner, Themac Resources Group Limited ("TRG"), to the presiding Judge at the Law Courts, 2134 Second Avenue, Whitehorse, Yukon Territory, on the 9th day of October, 2025 at 9:00 a.m. (Pacific Time) for an order that:

  1. The terms and conditions of the exchange of securities, as set out in the Plan of Arrangement (the "Plan of Arrangement") under Section 195 of the Business Corporations Act, R.S.Y. 2002, c.20, as amended (the "Act"), attached as Schedule "A" to the arrangement agreement dated as of August 28, 2025 (the "Arrangement Agreement") between TRG and Tulla Resources Group Pty. Ltd., which Arrangement Agreement is attached as Exhibit "H" to the Affidavit #1 of Gareth C. Howells sworn August 28, 2025, are procedurally and substantively fair to the holders of common shares of TRG (the "TRG Shareholders") and to the Petitioner and such terms and conditions are hereby approved.

  2. The Plan of Arrangement be, and is hereby approved, and shall be implemented in the manner set forth in the Plan of Arrangement and be binding on the Petitioner and the TRG Shareholders and on all other parties who have been served with notice of these proceedings, upon the acceptance of a certified copy of the final order of the Supreme Court of Yukon (the "Final Order") by the Yukon Registrar of Corporations.


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  • The Articles of Arrangement attached to and forming part of the Final Order be approved as the form of Articles of Arrangement to be filed with the Yukon Registrar of Corporations pursuant to Section 195(10) of the Act.

AND NOTICE IS FURTHER GIVEN that the Court has given directions as to the calling of a special meeting of the TRG Shareholders on October 7, 2025, as properly adjourned or postponed, for the purpose of voting to approve the Plan of Arrangement.

At the hearing, any TRG Shareholder, director, or auditor of TRG, or any other interested party with leave of the Court, desiring to support or oppose the application may appear for the purpose, either in person or by counsel. If you do not attend, either in person or by counsel, at that time, the Court may approve the Plan of Arrangement as presented, or may approve it subject to such terms and conditions as the Court shall deem fit, without any further notice to you.

A copy of the Petition and other documents in the proceedings will be furnished to any TRG Shareholder or other interested party having standing and requesting the same from TRG.

AND TAKE FURTHER NOTICE that in support of this Application will be read the Affidavits of Gareth C. Howells and Barrett Sleeman, and all the pleadings and proceedings herein and such further and other material as Counsel may advise and this Honourable Court may permit.

This Application is brought pursuant to Section 195 of the Business Corporations Act, R.S.Y. 2002, c.20, as amended.

The applicant estimates that the application will take 30 minutes.

If you wish to receive notice of the time and date of the hearing or to respond to the application, you must, within the proper time for response,

(a) deliver to the Petitioner at its Address for Delivery as set forth below:

i. one copy of a Response in Form 11, and
ii. one copy of each of the affidavits and other documents, not already in the court file, on which you intend to rely at the hearing, and

(b) deliver to every other party of record:

i. one copy of a Response in Form 11, and
ii. one copy of each of the affidavits and other documents, not already in the court file, on which you intend to rely at the hearing.


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TIME FOR RESPONSE

The Response must be delivered on or before 11:00 a.m. (Pacific Time) on October 8, 2025.

PETITIONER’S ADDRESS FOR DELIVERY:

Macdonald & Company
Lawyers
Suite 200 - 204 Lambert Street
Whitehorse, Yukon
Y1A 1Z4
DATED: September 4, 2025

Gareth C. Howells
Lawyer for the Petitioner
Themac Resources Group Limited


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FORM 52 (Rule 47(1))

Supreme Court No.: ___

SUPREME COURT OF YUKON

THEMAC RESOURCES GROUP LIMITED

PETITIONER



NOTICE OF APPLICATION

Macdonald & Company
Lawyers
200 - 204 Lambert Street
Whitehorse, Yukon
Y1A 1Z4


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