PGAC · Pantages Capital Acquisition Corp

The amendment directly addresses a key closing condition in the original Business Combination Agreement dated November 18, 2025, by intentionally omitting Section 8.1(h). This provision had mandated that Pantages Capital Acquisition Corporation maintain net tangible assets of at least $5,000,001 after accounting for shareholder redemptions and any pre-closing PIPE investments. Removing this hurdle reduces a significant risk to transaction completion, particularly in scenarios of substantial redemptions common in SPAC mergers, which could otherwise deplete trust assets below the threshold. All parties, including Purchaser, the Australian-based target MacMines Austasia Pty Ltd, Cayman entities Horizon Mining Limited (Pubco) and its merger sub, the Tenement SPV, and Seller Representative Jincheng Yao, unanimously executed the amendment on April 14, 2026. This consensus signals alignment on advancing the deal without the prior financial safeguard. Investors should note the forthcoming Form F-4 registration statement, proxy solicitation, and related SEC filings for detailed transaction mechanics, risks, and participant interests. The change enhances deal certainty but exposes stakeholders to potential post-merger balance sheet impacts from redemptions.