Mr. Xiaodi Jin reports

TRANSITION OPPORTUNITIES CORP. AND SMAC DEV PTY LTD. ENTER INTO DEFINITIVE AGREEMENT

Transition Opportunities Corp. has entered into a definitive share exchange agreement dated April 7, 2026, with SMAC Dev. Pty. Ltd., a corporation incorporated under the laws of Australia, and the shareholders of SMAC, pursuant to which the company will acquire all of the issued and outstanding ordinary shares of SMAC in exchange for common shares of the company. The share exchange will result in the reverse takeover of Transition by SMAC, with SMAC becoming a wholly owned subsidiary of the company, and is intended to constitute the company's qualifying transaction as such term is defined in TSX Venture Exchange Policy 2.4 (Capital Pool Companies).

Background to the transaction

SMAC was incorporated in Australia under the Corporations Act 2001 on Dec. 4, 2023, under the name SMAC Dev. Pty. Ltd. SMAC is a privately held Australian company developing an integrated sulphuric acid production and copper project generation business to support the accelerating global transition to renewable energy. SMAC is focused on supplying short- and long-term sulphuric acid demand in Queensland while building a pipeline of copper assets that in some cases will directly benefit from a secure, low-cost acid supply, with the aim of creating vertical integration and margin enhancement.

SMAC intends to develop its business through a staged sulphuric acid production and critical mineral processing model:

• Stage 1: sulphur burner acid plant: Stage 1 comprises the construction of a modular sulphur burner facility capable of producing up to approximately 180,000 tonnes per annum of sulphuric acid. The project is designed as a low-capital-intensity, low-technical-risk development located near Cloncurry, Queensland, with direct access to rail and highway logistics. Imported sulphur feedstock from Canada will be sourced through the Port of Townsville.
• Stage 2: pyrite-fed roaster and integrated critical mineral production: Stage 2 contemplates the addition of a pyrite roaster using regional pyrite-rich deposit feed sources in northwestern Queensland. The roaster is expected to produce an additional 340,000 to 500,000 tonnes per annum of sulphuric acid, together with recoveries of copper, cobalt, nickel and zinc.

Upon completion of the share exchange, the resulting issuer will carry on the business of SMAC.

Concurrent financing

In connection with the share exchange, SMAC has completed a brokered best effort private placement of 2,406,780 subscription receipts at a price of 29.5 cents per subscription receipt for aggregate gross proceeds of $710,000. Upon satisfaction of certain escrow release conditions, including completion of the share exchange, each subscription receipt will automatically convert into one SMAC share immediately before the closing. Proceeds from the private placement will be used to finance the Stage 1 project feasibility study.

SMAC will pay Kerr Allan Financial Pty. Ltd. (doing business as Dalton Equities), as agent for the private placement, a cash commission equal to 6 per cent of proceeds raised ($45,000) upon satisfaction of the escrow release conditions. Except for the commissions paid in connection with the private placement, no finder's fee or commission shall be paid or payable in relation to the qualifying transaction.

Additionally, SMAC has issued $40,000 of notes, which will automatically convert into approximately 169,492 SMAC shares at a deemed price of 23.6 cents per SMAC share upon completion of the share exchange.

Terms of transaction

Pursuant to the definitive agreement, the company will acquire all of the issued and outstanding SMAC shares in exchange for the issuance of common shares of the company to the SMAC shareholders on the basis of 1.76 Transition shares for every one SMAC share at a deemed price of 16.7 cents per Transition share.

As of the date hereof, there are 10 million Transition shares issued and outstanding, with one million Transition shares reserved for issuance under stock options and 500,000 Transition shares reserved for issuance under agent warrants.

As of the date hereof, there are 10 million SMAC shares issued and outstanding, with no outstanding securities convertible into or exchangeable for SMAC shares, other than 2,406,780 subscription receipts issued pursuant to the private placement and $40,000 worth of unsecured convertible notes of SMAC, which will automatically convert into SMAC shares upon completion of the share exchange.

Immediately prior to closing, following conversion of the subscription receipts and notes, there will be approximately 12,576,271 SMAC shares issued and outstanding, which will be exchanged for approximately 22,134,237 Transition shares pursuant to the share exchange.

The share exchange is not a non-arm's-length qualifying transaction (as defined in Policy 2.4). There are no direct or indirect beneficial interests of any non-arm's-length parties to the company in the SMAC shareholders, the significant assets or SMAC. None of the non-arm's-length parties to the company are insiders of SMAC. The share exchange will not be subject to shareholder approval of the company.

Completion of the share exchange is subject to a number of conditions, including, but not limited to, the receipt of all requisite regulatory approvals, including final acceptance by the exchange and a final receipt from the Alberta Securities Commission for the prospectus filed in connection with the share exchange. Completion of the transaction is subject to a number of conditions, including, but not limited to, regulatory approval. There can be no assurance that the transaction will be completed as proposed or at all.

The share exchange is expected to close in June, 2026, subject to the satisfaction or waiver of all conditions precedent.

Investors are cautioned that, except as disclosed in the prospectus to be prepared in connection with the share exchange, any information released or received with respect to the share exchange 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.

Proposed directors and officers

Upon closing, the board of directors and management of the resulting issuer are expected to be as follows.

Hamish Collins, chief executive officer and director: Mr. Collins is a qualified mining engineer with a graduate diploma in applied finance and investments from the Securities Institute of Australia. He has over 32 years of combined mining industry and mining investment banking experience. He was co-founder (2021) and managing director of Fetch Metals Ltd. and managing director of Australian Securities Exchange-listed Aeon Metals Ltd. for nine years. Prior to that, he held senior positions in mining investment banking at BNP Paribas, NM Rothschild & Sons (Australia) Ltd., SG Hambros (Australia) Ltd., and Nesbitt Burns (Canada).

Daniel Johnson, executive director: Mr. Johnson is a qualified geologist with over 40 years experience in exploration and development in the resource sector both in Australia and overseas. The last thirty years have been predominantly focused on Queensland resource projects. He was co-founder (2021) and executive director of Fetch Metals, and was chief executive officer of Aston Metals Ltd. (now Aeon Metals Walford Creek Ltd.).

Daryl Midgley, chief financial officer and corporate secretary: Mr. Midgley has over 15 years of mining industry and listed company experience, holding senior financial positions, including over 10 years as chief financial officer at both ASX- and Toronto Stock Exchange-listed companies. Prior to this, he was audit manager at BDO Audit Pty. Ltd.

Xiaodi Jin, non-executive director: Mr. Jin is a current director of the company and will continue to serve as a director of the resulting issuer following closing.

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 mineral project generator with a focus on synergies between the use of sulphuric acid and copper and critical mineral 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 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 and resource operations in Queensland and investment banking. Executive leadership includes Mr. collins (managing director and chief executive officer), Mr. Johnson (executive director) and Mr. Midgley (company secretary and chief financial officer).

Further information

Additional information concerning the share exchange, SMAC and the resulting issuer will be contained in the non-offering prospectus to be prepared in connection with the share exchange, which will be available under the company's SEDAR+ profile.

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