Shandong Gold Mining (Hong Kong) Co., Limited entered into a definitive agreement to acquire TMAC Resources Inc. (TSX:TMR) from Resource Capital Fund VI L.P., fund managed by RCF Management, LLC, Newmont Corporation (NYSE:NEM), Directors and Officers of TMAC Resources Inc. and others for approximately CAD 230 million on May 8, 2020. Shandong Gold has agreed to acquire all of the outstanding shares of TMAC at a price of CAD 1.75 per share in cash. The transaction will be completed pursuant to a plan of arrangement. TMAC is also announcing today an equity investment to support the cost of the TMAC's sealift this year. This equity investment is being made by Shandong Gold Mining (Hong Kong) Co., Limited. Shandong Gold shall pay the consideration to TMAC Resources within ten business days from the completion date with its internal funds and financing exercise conducted by Shandong Gold. Following closing of the transaction, the common shares of TMAC will be de-listed from the Toronto Stock Exchange. Under certain circumstances, Shandong Gold and TMAC would each be entitled to a termination fee equal to $12.5 million (CAD 17.4 million).

The transaction will be subject to the approval of at least 66-2/3 % of the votes cast by shareholders at a special meeting of TMAC shareholders expected to be held in June 2020. In addition to shareholder and court approvals, the transaction is also subject to the receipt of applicable regulatory approvals including, but not limited to, TSX approval, approval under the Investment Canada Act (Canada), the Competition Act (Canada) and approval by relevant authorities in China, as well as the satisfaction of certain other closing conditions customary in transactions of this nature. The transaction is subject to condition of the dissent rights shall not have been validly exercised (and not withdrawn) with respect to more than 7% of the issued and outstanding common shares of TMAC. As per filing on June 26, 2020, TMAC intends to seek a final order of the Ontario Superior Court of Justice to approve the transaction at a hearing expected to be held on June 30, 2020. A special meeting of shareholders of TMAC will be held on June 26, 2020 to approve the transaction. The transaction has been unanimously approved by the Board of Directors of TMAC following the unanimous recommendation of a special committee of Independent Directors of TMAC. The deal was approved by Board of Shandong Gold Mining Co., Ltd. The shareholders of TMAC approved the transaction during the special meeting held on June 26, 2020. As of June 30, 2020, Ontario Superior Court of Justice approved the transaction. As of July 21, 2020, the transaction was approved by all Chinese regulatory bodies. Additionally, Commissioner of Competition has issued a “no action” letter and terminated the waiting period early, which satisfies the Competition Act approval requirement. As on October 15, 2020, TMAC announces receipt of notification that the federal Cabinet has ordered a national security review under the Investment Canada Act (Canada) of the plan of arrangement. As of November 27, 2020, the national security review under the Investment Canada Act (Canada) of the plan of arrangement has been extended for a further period of up to 45 days. The completion will take place within six months. As of June 4, 2020, the transaction is expected to close in the third quarter of 2020. As per August 13, 2020 filing, the transaction is expected to close in the fourth quarter of 2020. As on October 15, 2020, TMAC expects closing of the transaction to occur in the first quarter of 2021.

BMO Nesbitt Burns Inc. has provided an opinion to the TMAC Board of Directors stating that, based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration offered to the TMAC shareholders pursuant to the transaction is fair, from a financial point of view, to the TMAC shareholders. CIBC Capital Markets has provided an opinion to the TMAC Special Committee stating that, based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration offered to the TMAC shareholders pursuant to the transaction is fair, from a financial point of view, to the TMAC shareholders. BMO Nesbitt Burns Inc. and CIBC Capital Markets are acting as financial advisors to TMAC. Torys LLP acting as legal counsel to BMO. Jay Goldman, Paul Stein, Jeffrey Roy, Lindsay Clements, Jason Arbuck, Chris Hersh, Kristin Taylor, and Lara Jackson of Cassels Brock & Blackwell LLP is acting as legal counsel to TMAC. Scotiabank is acting as financial advisor to SD GOLD Group, the parent of Shandong Gold. Joyce Lee and Gerald Gaunt of McCarthy Tétrault LLP and Yao Jian of Jingtian & Gongcheng LLP are acting as legal counsels to SD GOLD Group. Ernst & Young (China) Advisory Limited is accounting and tax advisor to SD GOLD Group.

Shandong Gold Mining (Hong Kong) Co., Limited cancelled the acquisition of TMAC Resources Inc. (TSX:TMR) from Resource Capital Fund VI L.P., fund managed by RCF Management, LLC, Newmont Corporation (NYSE:NEM), Directors and Officers of TMAC Resources Inc. and others on December 21, 2020. Along with cancellation of this acquisition, the Canadian Government has also rejected to allow the sale of TMAC Resources's Hope Bay gold mine to Shandong Gold Mining. Gil Lawson, Chief Operating Officer of TMAC, has left the TMAC. The Hope Bay operations have been reporting directly to Calum Semple, Executive Vice President, Operations and a Director of TMAC. Calum Semple will now report solely to the President & Chief Executive Officer. Government of Canada rejects TMAC Sale to Shandong Gold Mining Co., Ltd. The transaction did not receive Canadian regulatory approval to proceed the closing of the transaction.