Mr. Xiaodi Jin reports

TRANSITION OPPORTUNITIES CORP. AND SMAC DEV PTY LTD. ENTER INTO LETTER OF INTENT

Transition Opportunities Corp. has entered into a non-binding letter of intent (LOI) dated Oct. 22, 2025, with SMAC Dev Pty. Ltd., a corporation organized under the laws of Australia, in respect of a proposed business combination that would result in the reverse takeover of Transition by SMAC and its shareholders to form the resulting issuer, which will continue the business of SMAC. Transition anticipates that the proposed transaction will constitute its qualifying transaction pursuant to, and as such term is defined in, exchange Policy 2.4, Capital Pool Companies.

Terms of the proposed transaction

The material terms and conditions outlined in the LOI are non-binding on the parties and the LOI is conditional on, among other things, the execution of a definitive merger, amalgamation, arrangement, share exchange agreement or other similar form of transaction agreement to be negotiated between the parties. There is no assurance that a definitive agreement will be successfully negotiated or entered into.

The LOI was negotiated at arm's length. The terms and conditions outlined in the LOI are expected to be superseded by the definitive agreement. The company currently has 10 million issued and outstanding common shares. Additionally, one million Transition shares are reserved for issuance under stock options and 500,000 Transition shares are reserved for issuance under agent's warrants. There are currently 10 million ordinary shares of SMAC issued and outstanding, and there are no outstanding securities convertible into or exchangeable for, or other rights to acquire, SMAC shares.

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, receipt of applicable regulatory and stock exchange approvals, including the approval of the exchange for the proposed transaction, completion of satisfactory due diligence, and the execution of the definitive agreement and related transaction documents.

Operations of the resulting issuer

It is anticipated that the resulting issuer will continue the business of SMAC, and, if required under the definitive agreement, under a new name that is expected to be SMAC Inc. or such other name as the board of directors of the resulting issuer shall determine, and as may be approved by the TSX Venture Exchange and any other relevant regulatory authorities.

It is intended that the resulting issuer will be listed on the TSX-V as a Tier 2 industrial issuer, subject to TSX-V approval.

Concurrent financing

In conjunction with the proposed transaction, SMAC intends to complete a private placement financing in an amount not less than $750,000, the details of which will be disclosed in a subsequent news release of the company. Any such financing would be subject to TSX-V approval.

Proposed directors and officers

It is anticipated that all or substantially all of the current directors and officers of Transition will resign from their respective positions with Transition in connection with the closing of the proposed transaction. Following the completion of the proposed transaction, it is anticipated that the board of the resulting issuer will consist of at least four directors, of which at least two will be independent from the resulting issuer, all of whom shall be nominated by SMAC in accordance with applicable corporate law and with the approval of the TSX-V. Further information regarding the proposed directors and officers of the resulting issuer will be provided in due course.

Principals or insiders of the resulting issuer

If any further principals or insiders (as those terms are defined in TSX-V policies) are proposed in connection with the resulting issuer, such other persons will be disclosed in the subsequent news release of the company.

Certain common shares of the resulting issuer to be issued pursuant to the proposed transaction are expected to be subject to restrictions on resale or escrow under the policies of the TSX-V, including the securities to be issued to principals, which will be subject to the escrow requirements of the exchange.

Sponsorship of the proposed transaction

The company intends to make an application for exemption from the sponsorship requirements of the TSX-V in connection with the proposed transaction; however, there is no assurance that the TSX-V will exempt the company from all or part of applicable sponsorship requirements.

Trading halt

In accordance with the policies of the TSX-V, trading in the Transition shares has been halted, and is not expected to resume trading until completion of the proposed transaction or until the TSX-V receives the requisite documentation to resume trading.

Proposed qualifying transaction

As the proposed transaction is not a non-arm's-length qualifying transaction (within the meaning of Policy 2.4 of the exchange), the proposed transaction does not require approval of the shareholders of Transition. However, the name change, if any, and the resulting issuer director appointments, and any such other matters as may reasonably be agreed upon by SMAC and the company, including any consolidations, continuances or amendments to the constating documents of Transition to be completed in connection with the proposed transaction, if any, may require the approval of Transition shareholders at a special meeting of Transition shareholders, which, if required, is expected to be held prior to the completion of the proposed transaction. Further details with respect to matters to be approved at a Transition meeting will be contained in the information circular prepared in connection with such Transition meeting and available for review on Transition's SEDAR+ profile.

Additional information

Additional information concerning the proposed transaction, and any connected transactions of the company, SMAC and the resulting issuer, will be provided in subsequent news releases, and in Transition's management information circular or filing statement, to be prepared in connection with the proposed transaction and which will be available under Transition's SEDAR+ profile.

All information contained in this news release with respect to the company and SMAC was supplied by or from the respective party for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, exchange acceptance, and, if applicable pursuant to exchange requirements, the concurrent completion of the concurrent financing, shareholder approval, if required, the completion of a definitive agreement and the closing conditions customary to transactions of this nature. Where applicable, the proposed transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed 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 proposed transaction, any information released or received with respect to the proposed 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.

About Transition Opportunities Corp.

Transition is incorporated under the Business Corporations Act (Alberta) and is a capital pool company within the meaning of the policies of the exchange. Transition has not commenced operations and has no assets other than cash. Transition's principal business is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction under Policy 2.4.

About SMAC Dev Pty. Ltd.

SMAC, or Strategic Minerals Acid Critical, is an Australian-based company with a plan to produce sulphuric acid and critical minerals to meet Queensland's demand over the next 25 years and beyond. In parallel, SMAC is also a copper and critical minerals project generator with a focus on synergies between the use of sulphuric acid and copper and critical minerals processing. Founded in December, 2023, SMAC is advancing a staged development strategy to meet the region's significant acid shortfall.

Stage 1 involves construction of an approximately $70-million (Australian) sulphur-burner acid plant at Cloncurry to produce approximately 180,000 tonnes per annum (tpa) of sulphuric acid from imported sulphur feedstock. Stage 2 contemplates expansion to a pyrite-fed roaster, enabling an additional 340,000 to 500,000 tpa acid production plus recovery of copper, cobalt and nickel from locally sourced pyrite concentrates.

SMAC's management team combines over 90 years of experience in copper project generation, mining development, resource operations in Queensland and investment banking. Executive leadership includes Hamish Collins (managing director and chief executive officer), Dan Johnson (executive director) and Daryl Midgley (company secretary and chief financial officer).

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