Mr. Nic Earner of Alkane reports
ALKANE AND MANDALAY ANNOUNCE CLOSING OF MERGER
Alkane Resources Ltd. and Mandalay Resources Corp. have successfully closed their merger. The transaction was effected by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia), whereby Alkane acquired all of the issued and outstanding common shares of Mandalay. Under the terms of the arrangement, Mandalay shareholders are entitled to receive 7.875 fully paid ordinary shares of Alkane for each Mandalay share held. The combined company will continue operating as Alkane Resources Ltd. and will remain listed on the Australian Securities Exchange and headquartered in Perth.
The Toronto Stock Exchange has conditionally approved the listing of the Alkane shares (that is, the shares of the combined company). Listing is subject to Alkane fulfilling all of the customary requirements of the TSX. Subject to the final approval of the TSX, the Alkane shares are expected to begin trading on the TSX under the ticker symbol ALK at market open on or about Aug. 8, 2025.
This transformative transaction is expected to create a dual ASX- and TSX-listed gold and antimony producer operating in premier jurisdictions -- Costerfield (Victoria, Australia), Tomingley (New South Wales, Australia) and Bjorkdal (Skelleftea, Sweden). The combined company is strategically positioned for sustainable growth, with the following highlights:
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A strengthened corporate platform built on a shared growth-focused vision for delivering shareholder value;
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Three cash-generating assets located in premier mining jurisdictions, each supported by robust organic growth opportunities;
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An established 160,000 gold equivalent ounces producer (fiscal 2025), rising to over 180,000 gold equivalent ounces in 2026;
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Pro forma cash of $218-million (Australian), positioning the company to advance organic and other growth priorities;
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Enhanced corporate scale, trading liquidity and index qualification expected to support a valuation rerating.
Nic Earner, managing director and chief executive officer of Alkane, commented:
"This merger represents a significant step forward for both companies. By combining our complementary portfolios, we have created a stronger, more resilient platform with the scale and financial flexibility to pursue long-term growth. I am pleased to welcome our new shareholders and the Mandalay team as we move forward together, focused on delivering sustainable production and long-term value."
Frazer Bourchier, former president and chief executive officer of Mandalay and new non-executive director of Alkane, added:
"We are proud to have successfully completed this transaction. With a diversified production base, broader exploration pipeline and enhanced trading liquidity, the combined company is well positioned for a market rerating. I sincerely thank our shareholders and the entire Mandalay team for their continued support, and I look forward to continuing to deliver shareholder value as a director of Alkane."
Transaction details
Pursuant to the terms of the arrangement agreement dated April 27, 2025, Mandalay shareholders are entitled to receive 7.875 Alkane shares for each Mandalay share held immediately prior to closing of the arrangement.
The Mandalay shares are expected to be delisted from the TSX at market close on or about Aug. 6, 2025, and Mandalay has applied to cease to be a reporting issuer under applicable Canadian securities laws.
All registered Mandalay shareholders are encouraged to complete, sign and return the letter of transmittal, which has been previously mailed and is available under Mandalay's SEDAR+ profile, with accompanying share certificate and/or DRS advice statement(s) (if applicable) to Computershare Investor Services Inc. as soon as possible, if they have not already done so. Non-registered Mandalay shareholders are encouraged to contact their broker or other intermediary for instructions and assistance in receiving the consideration.
For more information on the arrangement, see Mandalay's management information circular, filed under Mandalay's profile on SEDAR+ on June 26, 2025.
Alkane board
Alkane's new board of directors consists of three former directors of Mandalay (Brad Mills, Mr. Bourchier and Dominic Duffy), two existing directors of Alkane (Ian Gandel and Mr. Earner) and a new independent chair (Andy Quinn, a chartered mining engineer and highly credentialled investment banking and mining industry veteran).
The combined management team is led by Mr. Earner (managing director and chief executive officer) and James Carter (chief financial officer). Former Mandalay executives Ryan Austerberry (chief operating officer, Mandalay assets) and Chris Davis (vice-president, exploration and operational geology, Mandalay assets) have joined Alkane to provide critical continuity for the Costerfield and Bjorkdal mines.
The combined company is headquartered in Perth, Australia.
Reporting issuer status and filing of technical reports
On completion of the arrangement, Alkane became a reporting issuer in each of the provinces and territories of Canada, other than Quebec. In connection with becoming a reporting issuer, Alkane intends to file the following technical reports, each prepared in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects, on SEDAR+ under its new issuer profile:
- Technical report entitled "Tomingley-Peak Hill Gold Projects, NSW, Australia -- Technical Report for NI 43-101," with an effective date of June 6, 2025, prepared, reviewed and approved by Andrew Waltho, BAppSc (honours) (applied geology), FAIG, RPGeo, FAusIMM, FGS, GAICD, Tony Donaghy, BSc (honours) (geology), PGeo (Ontario), Sonia Konopa, BAppSc (honours) (applied geology), MAusIMM, CPGeo, and Nick MacNulty, BScEng (mining), FAusIMM, MSAIMM, each of whom is a qualified person for purposes of NI 43-101;
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Technical report entitled "Boda-Kaiser Copper-Gold Project, NSW, Australia -- Technical Report for NI 43-101," with an effective date of June 6, 2025, prepared, reviewed and approved by Mr. Waltho, Mr. Donaghy, Aaron Meakin, BSc (honours), MAppFin, MAusIMM, CPGeo, and Mr. MacNulty, each of whom is a qualified person for purposes of NI 43-101;
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Technical report entitled "NI 43-101 Technical Report, Bjorkdal Gold Mine, Sweden," with an effective date of Dec. 31, 2024, prepared, reviewed and approved by Reno Pressacco, MScA, PGeo, FGC, Richard C. Taylor, MAusIMM, CP, Dr. Arunasalam Vathavooran, PhD, CEng, FIMMM, and Ben Lepley, MESci, CGeol, MIMMM, each of whom is a qualified person for purposes of NI 43-101;
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Technical report entitled "Costerfield Operation, Victoria, Australia, NI 43-101 Technical Report," with an effective date of Dec. 31, 2024, prepared, reviewed and approved by Cael Gniel, BSc (geosciences and chemistry), MAIG, RPGeo (mineral resource estimation), Robert Urie, BEng (mining engineering), GCert (applied finance), FAusIMM, and Carla Kaboth, BEng (honours) (mineral processing), FAusIMM (CP), RPEQ, each of whom is a qualified person for purposes of NI 43-101.
Advisers
Haywood Securities Inc. was engaged as exclusive financial adviser to Mandalay and its board of directors and GenCap Mining Advisory Ltd. was engaged to provide an independent fairness opinion to the Mandalay board. Scotia Capital Inc. continued to provide strategic and debt advisory services to Mandalay's executive team. Goodmans LLP acted as Canadian legal adviser and Clayton Utz as Australian legal adviser to Mandalay.
Bell Potter Securities Ltd. and Euroz Hartleys Ltd. were engaged as joint financial advisers to Alkane. HopgoodGanim Lawyers acted as Australian legal adviser and Bennett Jones LLP as Canadian legal adviser to Alkane.
About Alkane Resources
Ltd.
Alkane Resources intends to grow to become one of Australia's leading multimine gold and copper producers. Alkane's current gold production is from the Tomingley gold mine in New South Wales, the Costerfield gold-antimony mine in Victoria and the Bjorkdal gold mine in Sweden. Alkane is focused on growing its production and reducing costs to generate significant positive cash flow; the company has been operating since 2014 and has operating plans extending beyond 2030.
Alkane also owns a major porphyry gold-copper deposit discovered at Boda-Kaiser in 2019. Exploration is continuing and economics demonstrated in a 2024 scoping study. Alkane's gold interests extend throughout Australia, with strategic investments in other gold exploration and aspiring mining companies.
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