TORONTO, ON — January 7, 2026 — Leads & Copy — Matachewan Consolidated Mines, Limited (TSX-V:MCM.A-X) announced that its Board of Directors has declared a special one-time distribution of cash and common shares of Taranis Resources Inc. to its shareholders of record at the close of business on January 14, 2026. The distributions will be made on January 22, 2026.
The Board determined that making the distributions is in the company’s best interest after considering potential alternatives.
The company will distribute an aggregate of $5,530,000 in cash, amounting to approximately $0.4053 per common share. A portion of the cash distribution, $2,800,000 (or $0.2052 per common share), will constitute a return of capital to the shareholders. The remaining $2,730,000 (or $0.2000 per common share) will be treated as a dividend.
Shareholders approved a special resolution on October 1, 2025, authorizing a reduction of the stated capital account by $2,800,000 to facilitate the return of capital.
Both the cash dividend and the share distribution are designated as “eligible dividends” for Canadian income tax purposes.
The company will distribute an aggregate of 10,615,348 Taranis shares, amounting to approximately 0.7780 Taranis shares per company share held. To facilitate the share distribution, Matachewan has entered into a share lending and pledge agreement dated January 7, 2026, with an arm’s length party (the “Lender”), borrowing 1,488,996 Taranis shares.
The Share Lending Agreement allows Matachewan to divest any Taranis shares it may receive in the future without making another distribution of Taranis shares to shareholders. The Company must return the borrowed Taranis shares (or identical securities) to the Lender on or before the earlier of (i) 14 days following the date on which the Company receives securities of Taranis pursuant to a dividend in-kind by a company in which the Company holds common shares and (ii) March 31, 2026. The Company shall pay to the Lender a fee in the amount of $5,000 in connection with the Securities Lending Agreement.
The distributions will be completed in accordance with the applicable “due bill” trading procedures of the TSX Venture Exchange. Company shares will be traded in accordance with the “due bill” procedures from January 14, 2026 (inclusive), until the close of trading on January 22, 2026 (inclusive). Trades executed during this period will ensure that purchasers of company shares receive entitlement to the distributions, with sellers also selling their entitlement to the respective purchasers.
Company shares will commence trading on an “ex-distribution” basis without an attached “due bill” entitlement from the opening of trading on January 23, 2026, the redemption date for the “due bills.”
As a result of borrowing 1,488,996 Taranis shares, Matachewan holds an aggregate of 10,615,348 Taranis shares and warrants exercisable to acquire 560,606 Taranis shares, constituting 10.36% and 10.91% of the issued and outstanding Taranis shares on an undiluted and partially diluted basis, respectively. Prior to the Share Lending Agreement, the Company held 9,126,352 Taranis Shares and warrants exercisable to acquire 560,606 Taranis Shares, which constitute 8.91% and 9.46% of the issued and outstanding Taranis Shares on an undiluted basis and partially diluted basis, respectfully. The acquisition of the Taranis shares was completed to facilitate the share distribution. Matachewan has no intention of acquiring additional Taranis shares, except as required to meet its obligations under the Share Lending Agreement.
This disclosure is issued pursuant to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also require a report to be filed with regulatory authorities in each of the jurisdictions containing additional information with respect to the foregoing matters (the “Early Warning Report”).
A copy of the Early Warning Report will appear with the Taranis Resources Inc.’s documents on the SEDAR+ website at www.sedarplus.com. Taranis Resources Inc. is located at 681 Conifer Lane, Estes Park, Colorado, USA.
For further information, contact Edward G. Dumond, Corporate Secretary, at 289-231-4765.
Contact:
Edward G. Dumond
Corporate Secretary
289-231-4765
Source: Matachewan Consolidated Mines, Limited
