Transition Opportunities Corp. Announces Termination of Proposed Qualifying Transaction with SMAC Dev Pty Ltd.

Calgary, Alberta–(Newsfile Corp. – October 7, 2026) – Transition Opportunities Corp. (TSXV: TOP.P) (“Transition” or the “Company”), a capital pool company as defined under TSX Venture Exchange (“TSXV” or the “Exchange”) policies, announces that the share exchange agreement dated April 7, 2026 (the “Definitive Agreement”) among the Company, SMAC Dev Pty Ltd. (“SMAC”) and the shareholders of SMAC has been terminated. As a result, the proposed acquisition of SMAC by the Company (the “Proposed Transaction”), which was intended to constitute the Company’s “Qualifying Transaction” under TSXV Policy 2.4 – Capital Pool Companies (“Policy 2.4”), will not proceed.

Termination of the Definitive Agreement

SMAC delivered notice terminating the Definitive Agreement, effective October 7, 2026, under a provision of the Definitive Agreement that permits either party to terminate it if the Proposed Transaction has not been completed by the outside date agreed by the parties. The outside date, as extended by the parties, was September 30, 2026.

No termination fee or break fee is payable by either party in connection with the termination of the Definitive Agreement.

Withdrawal of Preliminary Prospectus

In connection with the Proposed Transaction, the Company filed a preliminary long form non-offering prospectus dated July 7, 2026 (the “Preliminary Prospectus”) with the securities regulatory authorities in Alberta, British Columbia, Ontario and Saskatchewan, for which a receipt was issued on July 8, 2026. As the Proposed Transaction will not proceed, the Company will not proceed with the Preliminary Prospectus and will not file a final prospectus. Investors should not rely on the Preliminary Prospectus, or on the information concerning SMAC or the Proposed Transaction contained in it or in the Company’s news releases dated October 22, 2025 and April 7, 2026.

Trading in the Company’s Shares

Trading in the common shares of the Company has been halted since October 22, 2025, when the Proposed Transaction was first announced. The Company intends to apply to the Exchange for the resumption of trading. Trading will resume only upon acceptance by the Exchange.

Next Steps

The Company remains a capital pool company under Policy 2.4. It has not commenced operations and has no assets other than cash. The Company will continue to identify and evaluate other assets or businesses with a view to completing a Qualifying Transaction. As at August 31, 2026, the Company had working capital of approximately $477,000. Any future Qualifying Transaction will be subject to the acceptance of the Exchange and, if applicable, shareholder approval.

About Transition

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.

Forward-Looking Information

This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “will”, “estimates”, “believes”, “intends”, “expects” and similar expressions which are intended to identify forward-looking statements.

More particularly and without limitation, this news release contains forward-looking statements concerning the Company’s application to the Exchange for the resumption of trading in its common shares and the timing thereof; and the Company’s intention to identify and evaluate assets or businesses with a view to completing a Qualifying Transaction.

The forward-looking statements in this news release are based on certain assumptions and expectations of future events, including that the Exchange will accept the Company’s application for the resumption of trading and that the Company will be able to identify a suitable Qualifying Transaction on acceptable terms. The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company. Such factors include, but are not limited to: the risk that the Exchange does not permit trading in the Company’s common shares to resume when anticipated or at all; the Company’s limited funds and the restrictions on the use of funds by a capital pool company; the risk that the Company is unable to identify, negotiate or complete a Qualifying Transaction, or to obtain the required regulatory and Exchange approvals for one; and general economic, market and business conditions.

The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking statements. The forward-looking statements contained in this news release are made as of the date of this news release, and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

Trading in the securities of a capital pool company should be considered highly speculative.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/317950