Mr. Bill Mavridis reports

THERMOPYLAE CAPITAL ANNOUNCES PROPOSED QUALIFYING TRANSACTION WITH MAKASI MINING PTY LTD

Thermopylae Capital Inc. has entered into a letter of intent (LOI) dated Oct. 16, 2026, with Makasi Mining Pty. Ltd., which outlines the general terms and conditions pursuant to which the parties would be willing to complete a transaction that will result in a reverse takeover of Thermopylae by the shareholders of a new company to be established by Makasi (NewCo). Pursuant to the LOI, Thermopylae will acquire all of the outstanding securities of NewCo, which will own a 100-per-cent interest in the exclusive prospecting licence 7284 in Namibia. The proposed transaction is not a non-arm's-length qualifying transaction pursuant to Policy 2.4 of the TSX Venture Exchange. The transaction is intended to be Thermopylae's qualifying transaction for purposes of the exchange's capital pool company program.

Description of the project

The exclusive prospecting licence 7284 is located within the Damara belt/Damara supergroup geological setting of northwestern Namibia. Historical work on the licence has identified exploration potential for tin-tungsten and copper mineralization in the Brandberg and Ugab corridors. The initial exploration program will evaluate both granite- and pegmatite-related tin-tungsten-tantalum (Sn-W-Ta) targets, and structurally or hydrothermally controlled tungsten-tin-copper (W-Sn-Cu) and copper targets, without presuming a single deposit model. The company is preparing a National Instrument 43-101 technical report for the project and intends to file it on SEDAR+ shortly.

Proposed management and board of the resulting issuer

Upon completion of the transaction, the resulting issuer's management and board will be reconstituted. The board will consist of up to five directors, of which one will be a nominee of Thermopylae and up to four will be nominees of NewCo. Muna Ngamunguela, a director of Makasi and NewCo, is expected to become the executive chairman of the board of the resulting issuer, and the company will be renamed Makasi Critical Minerals Inc. Mr. Ngamunguela is a mining executive with more than 20 years of experience in the copper and gold sectors, with a particular focus on the Democratic Republic of the Congo and southern Africa. He is the founder and a director of mining, trading and investment companies in the DRC, Mauritius and Namibia. He has a background in political science and previously held a senior government relations role with an Australian Securities Exchange-listed company. Mr. Ngamunguela brings extensive knowledge of the DRC mining sector and its stakeholders to the development and advancement of mining and other projects in the DRC, across Africa and internationally. The composition of the board of directors will be determined and announced prior to completion of the transaction.

Terms of the LOI

Pursuant to the LOI, Makasi agreed to vend the project to NewCo in exchange of shares of NewCo. NewCo shareholders will exchange all their NewCo shares for newly issued common shares of Thermopylae. The consideration to NewCo shareholders is expected to comprise 48 million new TCI shares assuming a price of 15 Canadian cents per share and implying an equity value for NewCo of $7.2-million (Canadian). The transaction is expected to be completed by way of a share exchange as mutually agreed upon by the parties and approved by the exchange and applicable regulatory authorities, and will be detailed in the definitive agreement. The parties intend to execute the definitive agreement by Dec. 15, 2026 (unless extended by mutual agreement).

Interim financing and advisory matters

NewCo intends to complete an interim financing of convertible bonds to capitalize and cover its immediate working capital for gross proceeds of $380,000 (Canadian), which will be convertible into NewCo shares at a conversion price of 11.25 Canadian cents per NewCo share.

In connection with the transaction, NewCo has agreed to pay advisory fees to Minerax UG, an adviser at arm's length to Thermopylae and NewCo on closing. The form of payment, whether in cash and/or resulting issuer securities, will be made in accordance with exchange Policy 2.4 and will be disclosed once determined.

Concurrent financing

Prior to closing, NewCo must complete a private placement financing in the amount of $1.6-million (Canadian), which is expected to be by way of subscription receipts in NewCo on the basis of 15 Canadian cents for each NewCo subscription receipt. Each NewCo subscription receipt will entitle the holder thereof to receive, without any further action and without payment of additional consideration by the holder, and subject to adjustment in certain circumstances, one common share of the entity established as a result of the completion of the qualifying transaction upon the satisfaction or waiver of certain escrow release conditions to be agreed upon by the parties. NewCo may pay customary broker and finders' fees and expenses in connection with the concurrent financing, in accordance with TSX Venture Exchange Policy 2.4. net proceeds of the concurrent financing are expected to be used for exploration and development at the project, general working capital, and transaction expenses.

Completion of the transaction is subject to a number of conditions, including, but not limited to, satisfactory completion of due diligence by Thermopylae, execution of a definitive agreement, the completion of the concurrent financing, receipt of the National Instrument 43-101 technical report on the project, the approval by the shareholders of the parties (if required), receipt of all requisite regulatory, stock exchange, court or governmental authorizations and consents, including the exchange, and exchange acceptance. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Trading halt

Thermopylae has requested its common shares to be halted by the exchange pending review of the materials for the transaction. Trading in the common shares of Thermopylae is expected to remain halted until the closing or termination of the transaction. Upon completion of the qualifying transaction, it is expected that the resulting issuer will be a Tier 2 mining issuer on the exchange.

The exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

Further information

Upon consummation of the definitive agreement, a comprehensive news release will be issued setting out the terms of the proposed transaction, the full names and biographies of all proposed directors and officers of the resulting issuer, additional terms of the concurrent financing in connection with the transaction, and other material information as it becomes available.

About NewCo

NewCo will be incorporated as a private Namibian company focused on the exploration and development of the project in Namibia. The company will be incorporated under the laws of Namibia and will have 13,312 ordinary shares issued and outstanding.

About Thermopylae Capital Inc.

Thermopylae Capital is a capital pool company (CPC) within the meaning of TSX Venture Exchange Policy 2.4. The corporation has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the TSX-V's CPC policy, until the completion of its qualifying transaction, the corporation will not carry on business other than the identification and evaluation of businesses or assets with a view to completing a proposed qualifying transaction.

We seek Safe Harbor.