TMGI · The Marquie Group, Inc.

Transglobal Management Group, Inc. entered into a definitive agreement to acquire the Apache Creek Golf Course business located in Apache Junction, Arizona, from Dalston LLP. The transaction is structured as an asset purchase with a total consideration of $2.5 million. The payment structure includes a previously paid nonrefundable deposit of $200,000, an additional $300,000 due by the end of April 2026, and a final payment of $2 million due by June 30, 2026. The acquisition encompasses substantially all tangible and intangible assets, including equipment, inventory, improvements, and goodwill, allowing the Company to operate the business as a going concern.

Crucially, an Amendment and Clarification Agreement executed on April 10, 2026, modified the original terms regarding title transfer. While the original agreement suggested possession transferred upon the deposit, the amendment clarified that full legal and beneficial ownership transfers only upon satisfaction of the purchase price terms at closing. This provides a clear security interest for the Seller, as ownership reverts to Dalston LLP if the Buyer fails to meet payment obligations. Additionally, the amendment addressed leasehold interests, noting they will remain in the name of the Seller (specifically Steven J. Dallas individually) to prevent triggering lease reset or termination provisions, ensuring operational continuity for the Buyer.